Atlanta Reef Club Bylaws
Article I: Board of Directors
The Board of Directors shall consist of all Elected Officers and appointed Trustees.
A quorum of at least one-half (1/2) of the Board of Directors must be in attendance in order to conduct business. The Majority vote of those present shall be required in order for the Board of Directors to approve or disapprove any business.
The Board of Directors shall have the power to fill all vacancies occurring within it’s ranks during the Fiscal Year, in accordance with Article VII, Section three (3), of the Constitution of the Atlanta Reef Club.
No member of the club may act as an agent for the club, or the board of Directors without the written consent of the Board of Directors.
The Board of Directors (BOD) shall be allowed to have a forum on www.atlantareefclub.org under the Board of Directors. This forum will be for the discussion of club business via ongoing “electronic meetings” of the BOD. All meetings and voting by the BoD will be posted in a visible forum. Members holding appointed positions may post in the forum, but not vote in this forum. This forum will be prominently displayed for any member to access from the atlantareefclub.org forums.
This amendment (Section 5) will take effect beginning on January 1, 2005. Threads and Posts previous to this date, January 1, 2005, will not be governed by this amendment nor will they be made public. The threads and posts previous to this date will be locked.
Any member in good standing wishing to have a BoD member removed from office for
failure to diligently preform the duties assigned shall adhere to the following
1. Said member shall present to the board of directors a written request to remove a member of the BoD. This request shall include all pertinent information to substantially warrant removal of the BoD member. The removal request shall be hand delivered to the BoD at a regularly scheduled BoD meeting or the presiding officer at any monthly meeting. Upon receipt of the request, the BoD shall review, discuss and make a determination to accept or deny the request within 7 calendar days. Should the written request to remove be approved by the BoD, an electronic poll shall be posted on the club designated forum currently located at www.atlantareefclub.org. This poll shall clearly state the name of the individual submitting the request along with the substantiating information warranting the removal. Said poll shall run for 7 consecutive days and require a 2/3 majority of voting members casting a vote in favor of removal at which time the BoD member in question will vacate all offices held.
2. If the above request is denied by the BoD the submitting member may choose to seek a Petition of Removal containing the original signatures of a minimum of 10% of current members in good standing. Once the minimum number of signatures has been acquired, this petition shall be hand delivered to the BoD at a regularly scheduled BoD meeting at which time, the BoD will initiate a recall election proceeding as stated in 3 below.
3. Within 7 calendar days of receipt of a properly executed Petition of Recall, the board of directors shall verify that all signatures are members in good standing and post an electronic poll on the club designated forum currently located at www.atlantareefclub.org. This poll shall clearly state the name of the individual submitting the petition along with the substantiating information warranting the recall. Said poll shall run for 7 consecutive days and require a 2/3 majority of voting members casting a vote in favor of removal at which time the BoD member in question will vacate all offices held.
Article II: Duties of Officers
The President shall preside at all meetings, sign all documents, and be a member of all committees.
The Vice President shall, in the absence of the President, act as presiding officer. The Vice President shall be a member of all Committees and shall be informed of any business of said Committee so that s/he may present it to the Board in the absence of said Committee Chairperson.
It shall be the responsibility of the Secretary to inscribe the proceedings of all meetings and to be prepared to read the specified records when requested. The office requires the maintenance of Club records, except those designated to other officers. When the President and Vice President are absent in any meeting, the Secretary shall preside. The Secretary shall also be responsible for maintaining copies of all correspondence as directed by the Board.
The Treasurer shall keep in order financial records and/or books, tender by check recognized expenses incurred by the Club, and co-sign checks with the President, or one other Board member designated by the Board. The Treasurer is required to present immediately prior to the end of the fiscal year, all financial records to the person specified by the Board of Directors for audit and shall include a written statement of the financial condition of the Club. The Treasurer shall also present a monthly financial report to the Board of Directors and anytime at the request of the President.
All Officers/Trustees at the expiration of their term of office/appointment, or when their office/appointment is declared vacant, shall deliver to their successor all books, papers, monies, and other property in their possession belonging to the Atlanta Reef Club.
Article III: Membership
Application for membership in this organization shall be in writing on an official membership form, accompanied by dues, presented to the Treasurer or Membership Coordinator. Proof of membership will be displayed in the users profile as a “Paid Member”
Paid members shall consist of those members eighteen (18) years of age or older who are in good standing. Paid members are eligible to hold office and vote.
Founding members shall consist of those members who joined the Club during its first year of existence. Founding members may hold office and vote.
Student members shall consist of those members who are under eighteen (18) years of age. Applicants under fourteen (14) years of age cannot apply for membership unless a parent or guardian joins. Student members, regardless of paid membership affiliations, may not hold office or vote.
Honorary membership may be bestowed upon those whom the society wishes to recognize for outstanding achievement in/or outstanding services to the society. Honorary members may not hold office or vote. Honorary membership is considered perpetual but will be reviewed on an annual basis. Honorary members who are also an Aquarium related commercial business would be provided with a small advertising space on web site and newsletters.
A sponsor membership shall be given to all aquarium related businesses who, as a courtesy, give all members who present proof of membership in good standing a 10% discount. The 10% discount should apply to all dry goods and livestock purchases throughout the year except shipping/handling, box charges, items currently on sale or discount, tanks, stands, canopies/hoods, lighting, and salt. Other items can be exempt from the 10% discount if the Sponsor member gives notice to the Board of Directors.
The Atlanta Reef Club will provide to our Sponsor members, as a courtesy, the following:
• Two (2) membership cards will be issued for use by two (2) direct employees of the Sponsor member or the Sponsor member’s immediate family. This will allow them to attend any Atlanta Reef Club function free of charge.
• An advertising space on the web site and newsletters.
• A listing on the Sponsor web page of the Atlanta Reef Club web site.
• Will be allowed to bulk e-mail a one (1) page announcement to all members in good standing twice per calendar year. This e-mail will be administered by the Membership Coordinator and approved by the Board of Directors.
Annual membership dues shall be set by the Board of Directors. This must be an adequate sum, enabling the Club to operate in an efficient, proper and solvent manner in the service and best interest of its membership. Membership starts the first of the next month following receipt of dues.
Dues will be adjusted as needed by the Board of Directors for the proper and efficient running of the club. The membership dues may be changed once annually, but no more than 10% per year since the last change. Commercial members will be provided with a small advertising space on web site and newsletters. There will be no initial or yearly dues for Sponsor members. Commercial, Sponsor, Regular, and Charter members can purchase additional membership cards over and above the initially issued cards at the rate of $5.00 per additional card. Regular and Charter members may only purchase additional cards for use by immediate family.
Members, whose dues are not paid before the next calendar year, are to be considered delinquent and will be removed from the club roster with loss of rights and privileges of membership in the society. When dues are once again paid in full all rights and privileges will be restored. Members who are paying late or new members will have their dues prorated quarterly according to the number of months left in the calendar year.
Article IV: Committees
The Board of Directors shall establish (upon approval of the president) all Committees required to conduct the business of the Club.
All Committees shall perform the duties assigned to them. No member shall be compelled to serve upon more than one Committee at the same time. Any member of the Committee failing to perform his/her duties may be removed from such Committee by the President.
Remuneration, if any, shall be decided by the Board of Directors at the time the members of the Committee are selected. All Committees shall be paid upon presentation of bills.
Article V: Amendments to the Bylaws
All proposed amendments to the bylaws must be submitted to the Board of Directors and must list the Article and Section that is to be amended. This submission can occur by following either one (1) of the two (2) submittal processes. The first submittal process involves the submittal of a proposal to amend the bylaws on paper, either legibly hand written or typed or printed out and turned into the BoD. The second submittal process involves the submittal of a proposal to amend the bylaws by electronic means. The term “electronic” specifically means posting on the club designated forum, currently located at www.atlantareefclub.org. The author of the electronic proposal will start a new thread with an appropriate title where the text of the proposal will be posted. To protect the BoD from being flooded by electronic proposals, only three (3) electronic proposals will be considered for vote per month. There is no limit on the number of paper proposals that can be submitted.
Due to the use of online user names, in both instances, the true legal name of the author must be included on the written proposal or within the post of the electronic proposal. Two (2) additional signatures must appear on the written proposal or, cascading under the electronic proposal post, two (2) supporting legal names must be posted. If the initially posted electronic text is modified within the thread, it must be made clear, by re-posting the complete updated proposed text with the supporter’s affirmations also clearly reposted.
Once an electronic proposal is supported by three (3) members, the author is to notify the BoD that there is a proposal ready. Once notified, the BoD will review the thread and the Membership Coordinator will verify that all three (3) persons are members in good standing [having paid current dues]. The BoD can consider the proposal immediately within the BoD forum or during the next BoD physical meeting. The BoD must report back to the author the results of the BoD consideration of the proposal or when the consideration will occur within seven (7) days of the proposal’s submission.
Once either of the submittal processes is complete and the BoD agrees to put the proposal up for a general vote, it is the author’s choice on what type of vote will be conducted. The author can choose between a vote at the next monthly meeting or to conduct the vote online. Either way, the BoD will set up, tally and report the vote to the membership. If online, the vote will be conducted in the “ARC Members” forum as a poll. The poll will have two choices listed: yes and no. The electronic vote will be open for a period of seven (7) days and the start time and stop time of the vote will be clearly shown. Upon the end of the online vote the poll thread will be locked closed. When a vote is posted in the members section, the BoD will place a simple thread in the open ARC forum indicating that an active vote is posted in the members section. Prior to each electronic vote, the BoD will instruct the membership coordinator to review the current membership list to identify anyone that is no longer a member in good standing. The names of those persons no longer in good standing will be forwarded to the person who activates online access to the “ARC Members” forum. The access to the “ARC Members” forum of these persons will be removed so that only current members in good standing can participate in the vote.
If a failure of the website or server, or major disruption of site access occurs during an active vote, the BoD will declare the vote as voided and lock the thread closed. Upon stable return of the website the BoD will repost the vote in a fresh thread and reset the seven (7) day time limit at the beginning.
All proposed changes will be published in the official website of the Club previous to the meeting at which action is to be taken.
For a vote conducted at a general meeting a two-thirds (2/3) majority of voting members present shall be required to pass these changes. For an online vote a two-thirds (2/3) majority of members voting in the posted poll shall be required to pass these changes online. For an online vote, any members wishing to abstain may post their reasons why they are abstaining, but doing so will not alter the Yes:No two-thirds (2/3) majority members vote.
Article VI: Parliamentary Authority
All matters not herein expressly covered by the Constitution and/or Bylaws are hereby delegated to the Board of Directors.