Capital Cichlids

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BY-LAWS of the Capital Cichlid Association, Inc.

An incorporated association
ARTICLE ONE

Name and Mailing Address

a.. Name. The name of this Association shall be the Capital Cichlid Association (CCA).
1.2 Mailing Address. The Association shall not have an office, but shall maintain a mailing address that shall be determined by the Officers. Unless the Officers deems otherwise, the mailing address shall be the home address of the current President of the Association.

ARTICLE TWO

Purposes and Governing Instruments

2.1 Not-for-profit Association. The Association shall be organized and operated as a not-for-profit association.
2.2 Purposes. The Association is a voluntary association of individuals the purposes of which shall include, but not be limited to, the following: exchange of information about cichlid fishes and their care in aquaria.
2.3 Governing Instruments. The Association shall be governed by its Bylaws.

ARTICLE THREE

Membership

3.1 Membership. The Association shall be a membership organization that is open to the public. Payment of membership dues of $20 per year - January to December - (such fee may be revised from time to time) shall entitle a person to all benefits inuring to members. Renewal of membership is due in January. Benefits shall be determined from time to time by the Board of Directors and shall, at a minimum, entitle members to vote in the selection of the Board of Directors. (NOTE: STARTING WITH DECAMBER 2009 THE MEMBERSHIP WILL RUN FOR 1 YEAR FROM TIME OF JOINING and or RENEWAL. THIS STARTED WHEN PAYPAL WAS ADDED TO THE PAYMENT OPTIONS
3.2 Meetings. The Association shall have general meetings approximately on the second Saturday of every month. At every meeting the exact date for the next meeting will be determined by the majority of the members present and members shall be notified by electronic media or other means. The Board of Directors may alter the date and time of the meeting, provided that notification is provided to the members by electronic media or other means. The frequency of meetings can be changed by vote of the members.
3.3 Locations of meetings. The Association shall meet in public forums and at members' houses, on a volunteer basis. There is no requirement for any member to host Association meetings.
3.4 Elections. Elections shall be held during the month of October of the calendar year. New Board of Directors shall be selected by majority vote of the members present. A members votes are based on the type of membership they purchase. An Individual membership gets 1 vote. A family membership gets a maximum of 2 votes and both of the people voting must be present at the election. Family memberships must reside under one roof. There are a maximum of 2 votes per household even if there are multiple types of memberships in the same house.

ARTICLE FOUR

Board of Directors

4.1 Authority and Responsibility. The governing body of the Association shall be the Board of Directors. Subject to the qualification in clause.
4.2 The Board of Directors shall have supervision, control and direction of the management, affairs and property of the Association; it shall determine its policies and changes therein; and it shall actively further its purposes and objectives and supervise the disbursement of its funds. The Board of Directors may adopt, by majority vote, the business of the Association as shall be deemed advisable, and may, in the execution of powers granted, delegate certain of its authority and responsibility to a committee. Under no circumstances, however, shall the fundamental and basic purposes of the Association, as expressed in the Bylaws, be amended or changed and the Board of Directors shall not permit any part of the net earnings or capital to inure to the benefit of any member, Directors, officers or other private persons or individuals.
4.2 Funds. Any proposed disbursement of funds which exceeds $50 can only be made by majority vote of the full board, or by majority vote of the members.
4.3 Initial and Regular Boards of Directors. The Directors of the Association shall be the following persons: the President, the Vice President, the Treasurer, the Recording Secretary and the Corresponding Secretary. On 2/07/09, based on a vote of the membership there were 4 - At-Large Board positions added. These 4 positions have the same voting rights as the original 5 postions. The terms run the same. The 4 positions were filled by special election by those members in attendance at the meeting on 02/14/09
4.4 Manner of Election and Term of Office. Upon election during the October meeting of the calendar year, each Director shall continue in office for a term of (1) year or until his or her successor shall have been elected or until his or her death, resignation or removal.
4.5 Removal. Any Director may be removed either for or without cause at any Special, Regular or Annual Meeting of the by the affirmative vote of a majority of Members. Removal shall require a majority of all paid members, not only of those members who are present at the meeting. A removed Director's successor may be elected at the same meeting to serve the unexpired term.
4.6 Vacancies. Any vacancy in the Board of Directors arising at any time from any cause, including the authorization by the members of an increase in the number of Directors, may be filled for the unexpired term at any meeting of CCA. Each Director so elected shall hold office until the election at the first meeting of the calendar year and the election of his or her successor.
4.7 Compensation. No Director of the Association shall receive, directly or indirectly, any salary, compensation or emolument there from as such Director.

ARTICLE FIVE

Meetings of the Board of Directors

5.1 Regular Meetings; Notice. Meetings of the Board of Directors shall be held at such times and at such places as the Board of Directors may prescribe. The Board of Directors shall make the minutes of all such meetings available to the full membership.
5.2 Quorum. At meetings of the Board of Directors, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business.
5.3 Telephone and Similar Meetings. Directors may participate in and hold a meeting by means of a conference telephone, electronic mail or similar equipment.

ARTICLE SIX

Officers

6.1 Number and Qualifications. The Officers of the Association shall consist of a President, a Vice President, a Treasurer, a Recording Secretary, and a Corresponding Secretary. The Board of Directors shall from time to time create and establish the duties of such other officers or committee chairs as it deems necessary for the efficient management of the Association.
6.2 Other Agents. The Board of Directors may appoint from time to time such agents as it may deem necessary or desirable, each of whom shall hold office during the pleasure of the Board and shall have authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors shall from time to time determine.
6.3 Removal. Any officer or agent appointed by the Board of Directors shall be removed by them whenever, in their judgment, the best interests of the Association will be served thereby. Any officer or agent elected or appointed may also be directly removed by the members whenever, in their judgment, the best interests of the Association will be served thereby. Such removal by the members shall follow the procedures for removal of a member of the Board of Directors under Article 4.6.
6.4 President. The President shall be the principal executive officer of the Association and shall preside at all meetings of the organization and of the Board of Directors. He/she shall be authorized to sign checks, drafts, and other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association. He/she shall also be authorized to enter into any contract or agreement and to execute in the Association's name, along with the Treasurer, any instrument or other writing. He/she shall see that all order and resolutions of the Board of Directors are carried into effect. He/she shall have the right to supervise and direct the management and operation of the Association and to make all decisions as to policy and otherwise which may arise between meetings of the Board of Directors, or the members. He/she shall perform such other duties and have such other authority and powers as the members may from time to time prescribe.
6.5 Vice President. The Vice President shall assist the President in supervising and directing the management and operation of the Association. He/she shall perform such other duties and have such other authority and powers as the members may from time to time prescribe or as the President may from time to time delegate.
6.6 Treasurer. The Treasurer shall have the custody of the association's funds and shall keep full and accurate accounts of receipts and disbursements of the Association and shall deposit all monies and other valuables in the name and to the credit of the Association into depositories designated by the Board of Directors. He/she shall disburse the funds of the Association as ordered by the Board of Directors or the members and provide a financial report at each general meeting and at such other times as the Board of Directors shall direct. He/she shall make all bank statements and other financial records of the Association available to any member upon request. He/she shall be authorized to sign checks, drafts, and other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association. He/she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.7 Corresponding Secretary. The Corresponding Secretary shall be responsible for all publications, fliers, advertisements or other material that the Association shall publish. He/she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.8 Recording Secretary. The Recording Secretary shall maintain minutes of all general meetings and meetings of the Board of Directors and shall make such minutes available to any member upon request. He/she shall notify members of the date and location of meetings by electronic media or other means. He/she shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.

ARTICLE SEVEN

Contracts, Checks, Deposits and Funds

7.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association. Such authority must be in writing and may be general or confined to specific instances.
7.2 Checks, Drafts, Notes, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by the Treasurer or the President of the Association.
7.3 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
7.4 Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

ARTICLE EIGHT

Miscellaneous

8.1 Books and Records. The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
8.2 Fiscal Year. The fiscal year shall run from October 1 to September 30. The Board of Directors is authorized to change the fiscal year from time to time as it deems appropriate.

ARTICLE NINE

Amendments

9.1 Power to Amend Bylaws. The Membership shall have the power to alter, amend or repeal these Bylaws or adopt new Bylaws. Action by the Membership with respect to Bylaws shall be taken by the affirmative vote of a majority of all members of the Association.
9.2 The officers designated here shall remain in office for a period of one year from the date below, or until the next general meeting held after the date that is one year from the date below, at which time a new election shall be held.

The above Bylaws were adopted by the Membership effective the 12th day of October, 2002.

Attest:_______________________
President

 

Amendments to the By-Laws

Amendment 1

Adopted by a majority vote of the membership as of August 1st, 2008

1A. Expulsion of a member from the club.

The Board of Directors may, by a majority vote, expel any member for the following reasons:

  1. Conduct unbecoming a member of the society.
  2. Malfeasance in office
  3. Any person who has demonstrated a behavior that is determined to be detrimental to the well being of the club.
The member will lose all privileges of a member including, but not limited to, the access to the club forum, website, meetings, publications, road trips, e-mails, and store discounts.

1.B Refusal of membership.

The Board of Directors may, by a majority vote, refuse membership in the club for the following reasons:

  1. Any person who has demonstrated a behavior that is determined to be a detriment to the well being of the club. This can be determined by the past experience of the board with this person whether it is in person or on the club forum.
  2. Any person that has strived to hurt the good name of the club or its reputation.

1.C Appeal

  1. Any person that has been expelled from or refused membership, to the club, can petition the club for reconsideration after one (1) year. This can be done by having five (5) members, in good standing, present a signed petition to any Board member. The Board member must present this petition to the President and Vice President and the petition must be discussed at the next Board of Directors meeting. The petitioners will present, at the Board of Directors meeting, the case on behalf of the person being considered. This person may not be present as the Board meetings are only for members. After the presentation the Board of Directors will vote. A majority vote must determine the outcome. A tie will go to the petitioner.

    If a vote is determined to allow membership, the person will be allowed to join at the next scheduled general meeting.

    If a vote is determined to deny membership, the next appeal will be allowed after one (1) year.

 

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