Capital Cichlid Association, Inc.
A Maryland Nonstock Corporation Under Title 5
BY-LAWS
ARTICLE I. Name and Mailing Address
1.1 Name. The name of this Association shall be the Capital Cichlid Association, Inc. (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 II. 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 Capital Cichlid Association, Inc. (Association) is a not-for-profit voluntary organization of individuals providing an educational structure for the purpose of furthering the aquarium hobby and, in particular, of furthering the care and breeding of cichlids. In addition, the Association supports the proper husbandry of wild caught fish to ensure the native species and ecosystems are protected, as well as to ensure that wild fish are caught, maintained, treated, handled, and shipped using methods and procedures safeguarding their survival.
2.3 Governing Instruments. The Association shall be governed by its Bylaws.
ARTICLE III. 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 or $30 for family memberships (such fee may be revised from time to time) shall entitle a person to all benefits inuring to members. Family memberships include two votes but include all family members living in the same place. 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.
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 announced to 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. Further, Acts of God may preclude the ability to meet in person. In such circumstances, in-person meetings may be replaced with on-line meetings. This will be determined by the Board of Directors and membership so notified in advance.
3.3 Location of Meetings. The Association shall meet in public forums and at member’s 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. A new Board of Directors shall be selected by majority vote of the members present. 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.
3.5 Expulsion of Members. The Board of Directors may, by a majority vote, expel any member for the following reasons:
- Conduct unbecoming a member of the society.
- Malfeasance in office.
- 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, access to the club forum, website, meetings, publications, road trips, e-mails, and store discounts.
3.6 Refusal of membership. The Board of Directors may, by a majority vote, refuse membership in the club for the following reasons:
- 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.
- Any person that has strived to hurt the good name of the club or its reputation.
3.7 Appeals. Any person that has been expelled from or refused membership to the club can request reinstatement to the club for consideration 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 petition signatories will present, at the Board of Directors meeting, the case on behalf of the person requesting reinstatement. 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.
ARTICLE IV. Board of Directors
4.1 Authority and Responsibility. The governing body of the Association shall be the Board of Directors.
4.2 General Powers and Duties. 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.
4.3 Funds. Any proposed disbursement of funds which exceeds $250 can only be made by majority vote of the full board, or by majority vote of the members.
4.4 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, and four At-Large board positions. These four positions have the same voting rights as the other five positions, and the terms are the same. A member at large serves as a liaison to the general membership. Their duties change as needed to fulfill board requirements and to address overall organizational goals
4.5 Manner of Election and Term of Office. Elections are held annually for board positions. Upon election during the October meeting of the calendar year, each Director shall continue in office for a term of two (2) years or until their successor shall have been elected or until their death, resignation or removal.. One-half of all Director positions shall be subject to election each year to smooth the Board’s transition, on a rotating/alternating basis. Voting and Director vacancies shall be announced on the Association Forum and various supporting media. Transfer of authority to new BOD members takes place by the 2nd Saturday in January of each year with a transition period to train new board directors on their responsibilities between October and January. Outgoing BOD members will meet with incoming BOD members at least once between the election and January to transfer knowledge, financial information, equipment, records, and materials.
4.5 Removal. Any Director may be removed either for or without cause at any Special, Regular or Annual Meeting 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 their successor.
4.7 Compensation. No Director of the Association shall receive, directly or indirectly, any salary, compensation or emolument from the club.
ARTICLE V. 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 VI. 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 4.5.
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. They 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. They 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. They shall see that all order and resolutions of the Board of Directors are carried into effect. They 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. They 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. They 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. They shall disburse the funds of the Association as ordered by the Board of Directors or the members and provide a financial report at such times as the Board of Directors shall direct. They shall make all bank statements and other financial records of the Association available to any member upon request. They 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. They shall be responsible for preparation of tax documents and other filings. They 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. They shall also be responsible for outreach to sponsors, vendors, and speakers; solicitation of donations; and announcements of upcoming activities and club meetings on the club web forum and Facebook page.They 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. They 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 VII. 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 evidence 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. Any funds, items, materials, credits, etc. that are granted to the club remain the property of the club, and may not be used for any personal use or transferred to any member or Director without written permission of the club.
7.5 Conflicts of Interest. Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Association to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval. Any payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
ARTICLE VIII. 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, for a period of seven (7) years.
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.
8.3 Social Media Specialist. The Board of Directors may appoint a club member, a member of the Board of Directors, or contract with a person/firm to provide expertise and direction for creating and publishing content on social media platforms and otherwise inform the general public of club activities on a routine basis, as directed by the Board of Directors.
ARTICLE IX. 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 Elections and Term. The officers designated here shall remain in office for a period of two years from the January of the year following the most recent Board election, and transfer of authority to new BOD members takes place by the 2nd Saturday in January with a transition period between October and January.
9.3 Non-Discrimination. The CCA does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.
9.4 Indemnification. The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a Board of Directors member or volunteer of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall insure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the Association and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
- Published
- Jul 16, 2016
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