2/7/15 Board Meeting Minutes

Attached are the minutes from the Board meeting on 2/7/15.

 

What amendments? Typically you'd include those with the minutes FWIW

 

Here are the approved amendments to the By-Laws from our 02/07/15 Board meeting.

Additions in green, subtractions in red.

Bay Area Reefers By-Laws v4.0
Article I - Establishment Name and Purpose of the Organization
Section A

The name of the organization shall be the Bay Area Reefers (BAR), a non-profit educational group.​

Section B

The purpose of the organization is to promote, foster, and encourage education and appreciation for the ethical husbandry and propagation of marine life; and to acquire and own such property as may be necessary for any or all of the forgoing purposes.
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Article II - Membership
Section A

Any person, or persons who have an interest in marine knowledge and husbandry shall be eligible for membership. Upon receipt of payment for membership the applicant shall become a member of the organization in good standing. Any member may voluntarily withdraw at any time. Any member may also be suspended or expelled by majority vote of the Board of Directors (BOD) for violations of these By-Laws or for conduct deemed detrimental to the organization.​

Section B

Membership shall not be transferable. Membership and rights to the enjoyment of property of the organization shall cease and terminate upon death, withdrawal, expulsion, or other termination of membership in the organization.​

Section C

There shall be one class of membership:
Supporting Membership is defined as a single individual.
Individual members shall have one (1) vote in BAR general elections.​

Section D

Membership fees shall remain at the amount specified in the prior year unless changed by the approval of a majority of the BOD. Changes to membership dues require one (1) month notice to the general membership.
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Article III - Fiscal Year
The fiscal year shall be the calendar year.

Article IV - Meetings
Section A

The meeting for receiving annual reports from the Secretary President and Treasurer shall be the general membership meeting in January the first quarter of each year. The meeting for the installation of Officers and Directors shall be the general membership meeting in January the last quarter of each year.​

Section B

The general meetings of the membership shall be held at a time and place to be determined by the Board of Directors. A change in the established date, time, and location of the general membership meeting may be made upon notice to the membership of such change.​

Section C

Special meetings of the membership may be called by the President, a majority of the Board of Directors, or by a special request submitted to the President by at least ten (10) percent of duly qualified members. The President shall set a date, time, and location of such meetings, subject to the approval of a majority of the BOD, and written notice to the membership at least three (3) days in advance of such meetings. If a majority of members are in attendance, any business normally done at any general membership meeting may be transacted. Notice of special meetings must also include an agenda of the business items to be acted upon.​

Section D

The members present at any general membership meeting shall constitute a quorum.
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Article V - Board of Directors
Section A

BAR will be governed by a Board of Directors (BOD). The BOD shall consist of the Officers of the organization who are elected every year.​

Section B

Meetings of the BOD shall be held at least four (4) times a year at a time and place determined by the President. Special meetings of the BOD may be called by the President, the Vice President, or by a majority of the BOD with notice given to the entire BOD not less than one (1) day prior to such meeting. Special meetings of the BOD may be held at any time or place agreed upon by a majority of the BOD and need not be held in person.​

Section C

A majority of the duly elected or appointed members of the BOD shall constitute a quorum.​

Section D

The BOD shall be responsible for all aspects of BAR. The BOD is empowered to make binding decisions for the benefit of BAR. These decisions can include but are not limited to organizing the general meetings, arranging for publications and meeting notices, organizing and conducting special events. All decisions made by the BOD are final.​

Section E

Members of the BOD are exempt from paying annual membership dues. When their renewal date occurs during their term of office, members will receive the renewal of Supporting Membership without payment. Once a BOD member is no longer on the BOD,they will be required to begin paying dues at their next annual renewal.
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Article VI - Officers and Directors
Section A

The Officers of the organization shall be the President, Vice President, Treasurer, Secretary / Social Specialist, Sponsorship / Public Relations, Webmaster, Facilities / Event Coordinator, and, if available, four (4) officers at large, all elected by the members of the organization for a one year term. The corporate officers shall be the President, Vice President, Treasurer, and Secretary / Social Specialist. Nothing in this section shall preclude any Officer from serving more than one consecutive term, providing he or she is nominated by the nominating committee or from the floor.​

Section B

A vacancy in any BOD position shall be filled by appointment of the President.​

Section C

Each director and officer shall be indemnified by the organization for legal fees plus liabilities, fines, penalties, and claims imposed upon or asserted against him or her (including amounts paid in settlement) unless he or she is judged liable because of gross negligence or willing misconduct in the performance of his or her duty as a director or officer.
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Article VII - Election of Officers and Directors
Section A

Election of BOD members shall be held every November or when a vacancy on the BOD becomes available.​

Section B

Interim elections may also occur should there be a vote of more than 2/3 of the members present at any general meeting of the membership, provided proper notice of said meeting is given as specified in these By-lLaws. Interim elections shall thereby occur at the next regular general meeting.​

Section C

Candidates for election to BOD positions, or any person being considered for appointment to an open BOD position must be a member in good standing.​

Section D

The President must appoint a nominating committee at the September board meeting each year, comprised of not less than three (3) members (general members and/or BOD members) including a Chairperson of that committee. This committee shall meet and select candidates for the BOD to be presented to the membership at the October general membership meeting.
At the October general membership meeting, the chairperson shall present the candidates to the membership. The President shall call for nominations from the floor. If there are no opposing candidates from those presented by the nominating committee, a vote shall take place. If there is more than one candidate for any of the offices, voting shall take place the following month. Nominations from the floor, if any, shall be made by persons who are members in good standing.​

Section E

Voting may be online, verbal, by hand, or by secret ballot, but if two or more candidates are nominated for any position, then the vote shall be made by secret ballot (which may also be online). A candidate who receives a majority of the votes shall be declared elected by the President. In the event that no one candidate receives a majority of the vote, the President shall call for another vote (run-off) until one person is elected with a majority of the votes.
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Article VIII - Duties of the Officers
President

• Speak / network with neighboring clubs and sponsors
• Think of long-term initiatives to help grow the club
• Conduct 1:1s with other BOD members
• Be a leader, one that other BOD members look up up, respect, and admire
• Be responsible for the overall operation of the organization
• Chair the monthly general membership meetings, and BOD meetings, and shall appoint all select committees, with or without assistance from the other Officers
• Call special meetings of the organization, committee meetings, BOD meetings, and any other meetings, which may be deemed necessary, but not the monthly general membership meetings. Determine the location of such meetings. In case of any questions on demeanor while in office, the President shall be further governed by Robert's Rules of Order. Any tie among voting of the BOD shall be broken by the vote cast by the President

Vice President

• Connect with people in the industry to help facilitate talks and/or activities for the club
• Coordinate the logistics of bringing people for talks and/or activities
• Conduct open calls for help for events
• In the absence of the President, the Vice-President shall chair the monthly general membership meeting and the Board of Directors meeting. The Vice-President shall be the Program Coordinator for the monthly general membership meeting of the organization.

Treasurer

• Provide annual projections on income and expenses based on historical data
• Look at ways to improve revenues and minimize expenses without inhibiting potential growth of the club
• Keep the financial books of the organization, which shall include tracking all income and expenditures. The Treasurer shall provide a financial report within 2 weeks of a general meeting, and shall submit a budget for the coming year at the January Board of Directors meeting.
• Pay any predetermined amounts as may have been authorized by the Board, and all bills presented to, and approved by majority vote at a Board of Directors meeting. The Treasurer shall prepare and submit all reports required by any governmental agency.

Sponsorship / Public Relations

• Establish new and maintain current relationships with both national and local sponsors
• Facilitate the acquisition of donations for events and contests
• Present sponsorship applicants to the BOD
• Debrief new potential sponsors on our sponsorship application process

Secretary / Social Specialist

• Record minutes of meetings
• Provide daily content to drive memberships and site traffic
• Run contests that are backed by our sponsors to gain viewership and to better promote our sponsors
• Maintain the clubs corporate documentation records
• Prepare and distribute agendas prior to BOD meetings

Webmaster

• Website administration of spam and members
• Feature / add-on implementation
• Assist BOD and other members with specific requests

Facilities / Event Coordinator

• Secure facilities for events and meetings
• Coordinate the logistics of event locations
• Coordinate with the Vice President and Sponsorship / Public Relations in executing events

Officers at Large

• The Officers at Large shall work with the Officers in developing long-term goals and administering the programs and activities of the organization.

Article IX - Committees
There shall be both standing (permanent committees created by the BOD) and select committees. All committees other than standing shall be created by the President as the need arises. All committee chairpersons shall keep a record of the proceedings and actions of their respective committees for historical purposes and to assist successive committee chairpersons.

Article X - Approval and Amendments to the By-laws
These By-Laws shall be approved, and may be amended, by a vote of more than 2/3 of an online quorum or the members present at any general meeting of the membership, provided proper notice of said meeting is given as specified in these By-Laws. Either the BOD, or a group of at least ten (10) percent of the members in good standing may institute proposals for amendments to the By-Laws.

Article XI - Property Rights of Members
The property of the organization shall be irrevocably dedicated to the objects and purposes of the organization as outlined in Article 1, Section B of the By-Laws. In the event of the dissolution of the organization, all properties and moneys shall not revert to the possession of the membership, but shall be donated to any non-profit group that has an interest in the marine hobby at the BOD's discretion. No part of any net earnings or assets of the organization shall inure to the benefit of any member or individual.

Article XII - Parliamentary Authority
Robert's Rules of Orders (revised) shall govern all proceedings of this organization, providing they are not in conflict with the By-lLaws of the organization.