Bylaws of The Angelfish Society
ARTICLE I: Name and Objectives
Section 1. The name of the organization shall be:
The Angelfish Society, hereinafter known as TAS. This corporation is organized exclusively for educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code.
Section 2. The objectives of TAS shall be:
a. To establish a naming standard for ornamental freshwater angelfish
b. To educate hobbyists in the proper care of angelfish
c. To educate and assist in the proper identification of wild angelfish species
Section 3. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
Section 4. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by the Internal Revenue Code Section 501(h), and the corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
ARTICLE II: Membership & Eligibility
Section 1. Eligibility
All persons who are in good standing with The Angelfish Society, who subscribe to and follow the purposes of TAS, are eligible for membership. Except as expressly provided in or authorized by the Article of Incorporation, the Bylaws of this corporation or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions. There are no limits on the number of memberships the corporation may admit. The three membership classes are:
a. Non-voting members: All members who have access to our membership only materials, but who do not have a vote in business maters.
b. Voting members: All members at least 18 years of age with the right to vote in addition to access to our membership only materials.
c. Lifetime members: Lifetime members have paid membership dues for 25 years or been granted this membership level by the board of directors; and will not be held accountable for annual dues.
Voting and Lifetime members shall be eligible to join any committees immediately upon membership, to vote 45 days from the date of their membership and to chair a committee or hold office 90 days from the date of their membership. Minor members are eligible to join any committees immediately upon membership, to vote 45 days from the date of their membership, but are not eligible to chair a committee or run for office until their 18th birthday. Membership will be open to anyone in good standing within the organization who will agree to follow and use the angelfish naming standards and to abide by these bylaws.
Section 2. Dues
a. Membership Dues shall not exceed $25 per year. Life members are charged no fee. Dues will not exceed these amounts. The Board of Directors will determine the actual dues amount. Renewals are due every 12 months on the last day of the anniversary month of the member.
b. A renewal email will be sent to each member at least 45 days prior to the expiration of membership.
c. Compliance with the Membership Agreement is required to be a member in good standing. Further, dues shall be postmarked or electronic receipt marked to the Treasurer by the last day of the member's anniversary month. A 30-day grace period shall be granted; however, the membership will be considered in suspension. During the suspension period, members may not vote nor hold office. Memberships renewed during the suspension period shall be able to resume office and their right to vote. If renewal remains unpaid after the 30-day suspension period, the membership is terminated and their name will be removed from the membership roll and email list.
d. Only members in good standing may vote or hold office.
Section 3. Termination of Membership
The membership of a member shall terminate upon the occurrence of any of the following events:
a. Upon his or her notice of such termination delivered to the President or Secretary of the corporation by mail or email only, no other method shall be accepted, such membership to terminate upon the date of receipt of the notice.
b. Failure to renew membership by paying dues on or before the due date will suspend all membership privileges. Any membership with dues that remains unpaid for 30-days after the due date is sent will be terminated. If dues are paid within the 30-day period all membership privileges will be reinstated.
c. By expulsion. A membership may be terminated by expulsion as provided in these bylaws.
d. All rights of a member in the corporation shall cease on termination of membership as herein provided.
Section 4. Membership Roll
The corporation shall keep a membership roll containing the name and address of each member. Termination of the membership of any membership shall be recorded in the roll, together with the date of termination of such membership. Such roll shall be kept with the Secretary of the corporation.
Section 5. Non-liability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities or obligation of the corporation.
Section 6. Non-transferability of Memberships
No member may transfer a membership or any right arising there from. All rights of membership cease upon the members death.
ARTICLE III: Meeting and Voting
Section 1. TAS Membership Meetings
a. Membership meetings of TAS shall be held each month at an online location to be determined by the Board of Directors. b. The quorum for the Membership meetings shall be 25% of the members in good standing or 14, which ever is the smaller number unless voting by poll where a quorum will be the majority of the total number of voters. c. Votes can be made by
1. attending the meeting
2. proxy so long as the member copies the Board of Directors on the email granting another the right to vote by proxy. This documentation must be on file with the BOD prior to the start of the meeting for the proxy vote to be counted.
3. voting poll
Section 2. Special TAS Membership Meetings
a. Special TAS Membership meetings may be called by:
1. President
2. Majority vote of the Board of Directors
3. Secretary upon receipt of a petition signed by ten (10) TAS members in good standing. Copies of the petition must be sent to all BOD members.
b. Such Special Membership meetings shall be held at the location determined for the regular meetings. No other TAS business may be transacted thereat. The quorum for such meetings shall be 14 or 25% of the members in good standing, whichever is smaller. Votes can be made by attending, by proxy if filed in advance with the BOD, or by the majority of voters in an online poll. c. All special meetings shall be scheduled by the Secretary. Notices will be sent no sooner than 5 days and no later than 21 days from the date of the special meeting.
Section 3. Board Meetings
Meetings of the Board of Directors will be held a minimum of 6 times per year as determined by the Board of Directors. The quorum for such a meeting shall be a simple majority of the Board.
Section 4. Special Board Meetings
Special meetings of the Board may be called by the President; or shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Notice of such meeting shall be e-mailed by the Secretary at least 5 days and not more than 21 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall be a simple majority of the Board.
Section 5. Voting
a. Each member of at least 45 days in good standing whose dues are paid for the current year shall be entitled to one vote at any membership meeting of TAS. b. Voting may be conducted by using an online polling system, email, or any other system deemed efficient by the board.
Section 6. Voting may be conducted by using an online polling system, email, or any other system deemed efficient by the board.
ARTICLE IV: Directors and Officers
Section 1. Board of Directors
The Board shall be comprised of the officers and 5 other persons all of whom shall be members in good standing and all of whom shall be elected for two-year terms at TAS's annual meeting as provided in Article V or shall serve until their successors are elected. General management of TAS's affairs shall be entrusted to the Board of Directors.
Section 2. Officers
TAS's officers, consisting of the President, Vice-President, Secretary and Treasurer shall serve in their respective capacities both with regard to TAS and its meetings and the Board and its meetings.
a. President shall preside at all meetings of TAS and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.
b. Vice President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.
c. The Secretary shall keep a record of all meetings of TAS and of the Board and of all matters of which a record shall be ordered by TAS; shall have charge of the correspondence, notify officers and directors of their election to office, keep a roll of the members of TAS with their addresses, and carry out such other duties as are prescribed in these bylaws.
d. The Treasurer shall collect and receive all moneys due or belonging to TAS and be required to file annual tax returns each year as required by the New York and federal statutes for 501(c)(3) entities. Moneys shall be deposited in a bank designated by the Board, in the name of TAS. The books shall at all times be open to inspection of the Board and a report shall be given at every meeting of the condition of TAS's finances and every item of receipt or payment not before reported. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.
Section 3. Salary or Compensation
The officers shall receive no salary or compensation except the Secretary and/or Treasurer who shall receive such compensation as may be determined by the Board of Directors from time to time.
Section 4. Vacancies
Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.
Section 5. Absence
Should any Officer or member of the Board of Directors absent himself unreasonably from three consecutive meetings of the board without sending a communication to the President or Secretary stating his reason for doing so, or if his excuse shall not be acceptable by the members of the Board, his seat on the Board may be declared vacant by a majority of the Board. The vacated position shall be filled by a majority vote of the existing board members as outlined in Section 4 above.
ARTICLE V: TAS Year, Annual Meeting, Elections
Section 1. TAS Year
TAS's fiscal year shall begin on the 1st day of January and end on the last day of December. TAS's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.
Section 2. Annual Meeting
The annual meeting shall be held in the month of December at which Officers, and Directors for the ensuing year shall be elected by open ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.
Section 3. Nominations
No person may be a candidate in an election who has not been nominated. Nominations will take place at the November meeting to allow the nominees time to put together their campaign and post the statement of interest before the vote, which will take place on TAS's official website. One week will be allowed for voting of Officers and the Board. Winners will be announced at the annual meeting and will immediately take office. Term of office for Board members will be two years with election of new Board members after the inaugural election on even numbered years.
Section 4. Elections
The nominated candidate receiving the greater number of votes for each office shall be declared elected. In the event of a tie a run-off election for that office between the tied members shall be held the week after the vote was tallied. The nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.
Article VI: Conflict of Interest
Section 1. Conflict of Interest Defined
In this policy, a person with a conflict of interest is referred to as an “interested person.” For purposes of this policy, the following circumstances shall be deemed to create a Conflict of Interest:
a. A director, trustee,officer, member, employee or volunteer, including a board member (or family member of any of the foregoing) is a party to a contract, or involved in a transaction with TAS for goods or services.
b. A director, trustee, officer, member, employee or volunteer, (or a family member of any of the foregoing) has a material financial interest in a transaction between TAS and an entity in which the director, officer, member, employee or volunteer, (or a family member of the foregoing) is a director, officer, member, agent, partner, associate, employee, trustee, personal representative, receiver, guardian, custodian, or other legal representative.
c. A director, trustee,officer, member, employee or volunteer, (or a family member of the foregoing) is engaged in some capacity or has a material financial interest in a business or enterprise that competes with TAS.
d. Gifts, Gratuities and Entertainment.
Accepting gifts, entertainment or other favors from individuals or entities can also result in a conflict or duality of interest when the party providing the gift/entertainment/favor does so under circumstances where it might be inferred that such action was intended to influence or possibly would influence the interested person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of TAS.
Section 2. Definitions
a. A "Conflict of Interest" is any circumstance described in Part 1 of this Policy.
b. An "Interested Person" is any person serving as an officer, trustee, member, employee or member of the Board of Directors of TAS or a major donor to TAS or anyone else who is in a position of control over TAS who has a personal interest that is in conflict with the interests of TAS.
c. A "Family Member" is a spouse, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, of an interested person.
d. A "Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect an Interested Person’s or Family Member's judgment with respect to transactions to which the entity is a party.
e. A "Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods or services, the providing or receipt of a loan or grant, the establishment of any other type of financial relationship, or the exercise of control over another organization. The making of a gift to TAS is not a Contract or Transaction.
Section 3. Procedures
a. Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director, officer or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting. If board members are aware that staff or other volunteers have a conflict of interest, relevant facts should be disclosed by the board member or by the interested person him/herself if invited to the board meeting as a guest for purposes of disclosure.
b. A director, officer or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.
c. A person who has a Conflict of Interest shall not participate in or be permitted to hear the boards or committee's discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.
d. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall not be counted in determining the presence of a quorum for purposes of the vote. Such person's ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Directors of TAS has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Directors.
e. Interested Persons who are not members of the Board of Directors of TAS, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to their supervisor, or the Chair or the Chair's designee any Conflict of Interest that such Interested Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Interested Person. The Interested Person shall refrain from any action that may affect TAS’s participation in such Contract or Transaction. In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to his or her supervisor or the Chair or the Chair's designee, who shall determine whether full board discussion is warranted or whether there exists a Conflict of Interest that is subject to this policy.
Section 4. Confidentiality
Each director, trustee, officer, member, employee and volunteer shall exercise care not to disclose confidential information acquired in connection with disclosures of conflicts of interest or potential conflicts, which might be adverse to the interests of TAS. Furthermore, directors, trustee, officers, members, employees and volunteers shall not disclose or use information relating to the business of TAS for their personal profit or advantage or the personal profit or advantage of their Family Member(s).
Section 5. Review of policy
a. Each director, officer, member, employee and volunteer shall be provided with and asked to review a copy of this Policy and to acknowledge in writing that he or she has done so.
b. Prior to the initial election or re-election, of any director or officer, and annually thereafter, such director or officer shall complete, sign and submit to the secretary of the corporation a written statement identifying, to the best of the individual’s knowledge, any entity of which said individual is an officer, director, trustee, member, owner (either as a sole proprietor or a partner), or employee and with which the corporation has a relationship, and any transaction in which the corporation has a relationship, and any transaction in which the corporation is a participant and in which the individual might have a conflicting interest. This requirement will be addresses annually and a written statement shall be resubmitted.
c. Annually each director, officer, member, employee and volunteer shall complete a disclosure form identifying any relationships, positions or circumstances in which s/he is involved that he or she believes could contribute to a Conflict of Interest. Such relationships, positions or circumstances might include service as a director of or consultant to another nonprofit organization, or ownership of a business that might provide goods or services to TAS. Any such information regarding the business interests of a director, officer, member, employee or volunteer, or a Family Member thereof, shall be treated as confidential and shall generally be made available only to the Board of Directors, Committee Chair, the Executive Director, and any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this Policy.
d. This Policy on Conflicts of Interest shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated to all members of the organization.
ARTICLE VII: Standards Committee
Section 1. Each committee member will be elected in odd numbered years by the general membership to a two-year term. Nominations will take place at the November meeting to allow the nominees time to put together their campaign and post the statement of interest before the vote, which will take place on TAS's official website. One week will be allowed for voting of Standards Committee members. Winners will be announced at the annual meeting and electees will immediately take over the committee's responsibilities.
a. Each committee member will be elected for odd numbered years by the general membership to a two-year term. The nominations and election will take place at the annual meeting for odd numbered years.
b. The Committee will elect a Committee Chair to preside at Committee meetings and a Committee Recording Secretary to record and publish the committee meeting minutes.
c. The committee will meet as needed, according to Section 2 of this article.
d. Should any member of the Standards Committee absent himself unreasonably from three consecutive meetings of the committee without sending a communication to the Committee Chairman or Committee Secretary stating his reason for doing so, and if his excuse shall not be acceptable by the members of the Standards Committee, his seat on the Committee may be declared vacant by a majority of the Committee and TAS Board may forthwith proceed to fill the vacancy.
Section 2. Any member may submit a proposed new mutation name to the Committee in writing or by e-mail with the signatures of at least 3 other members in support of the proposed name. The Board will also have the authority to submit a proposed new mutation name at any time. The proposal must include the documentation of the research from the primary researcher and a secondary researcher. The Committee will be required to rule on the proposed mutation name within 90 days of receipt of the proposal.
Section 3. The standards committee will use the following guidelines in determining the naming standards for freshwater angelfish.
a. A color mutation must be determined to be a major or significant mutation to earn a new gene name. In general, a slight modification of an existing color variety would not qualify. The mutation should produce statistically predictable phenotypes and must be uniquely identifiable.
b. A major or significant mutation will be given the name used by the person who originally discovered the new gene so long as the name does not cause confusion with the existing names of freshwater angelfish genotypes and phenotypes. This discovery must be documented and reproduced by at least one other person; and then accepted by at least 4 Committee members.
Section 4. The Committee will also be responsible for establishing official gene notation to be used by TAS members.
Section 5. A quorum for a Standards Committee meeting will be four members.
Section 6. Adoption of any standard by the Committee will require four yes votes.
Section 7. Common Names
The Committee will not establish common name standards. All TAS members that use common names for their angelfish, will agree to attach TAS gene names to their fish whenever the genes are known, so all can determine what strain is being acquired.
Section 8. Once established, the TAS naming standards may not be changed without a recommendation from 4 Standards Committee members along with a vote at a Regular Monthly Meeting . The Committee must consider any proposal for change that is submitted in the same manner as a proposed new name in Article VI, Section 2. Once rejected in this manner, a recommended name change cannot be reconsidered for at least one year unless new evidence supporting the change is found to have merit by the Standards Committee.
Section 9. TAS members will have 120 days from the date the Board adopts a naming standard to change any conflicting names they are using on a website. Any hardcopy material printed past 180 days after the standards adoption must reflect TAS's standards. Any violation will be considered conduct prejudicial to the best interests of TAS and the member will be subject to suspension or expulsion from TAS.
ARTICLE VIII: Other Committees
Section 1. The Board may each year appoint standing committees to advance the work of TAS in such matters like membership, website and other areas which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
Section 2. Any standing committee appointment may be terminated by a majority vote of the Board of Directors upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.
Section 3. Website Committee and Site Management
a. Any time a document has been identified as needing updating, send an email to Website Committee Corrections (website_corrections@theangelfishsociety.org) detailing what should be changed or added to the website.
b. If the request is to fix a typo or similar minor update, then Website Committee will authorize the correction.
c. For all other requests, each request will be presented at the next Board of Directors meeting. The board officers and directors will vote to approve or deny each request.
d. The requester will receive an email stating if approved or not.
e. Only with approval will the Website Committee make this change.
The Website Committee will be responsible for documenting each requested change, dates approval was granted or denied, who approved and who edited the file(s) in question.
ARTICLE IX: Discipline
Section 1. TAS Suspension
Any member may prefer charges against another member for alleged misconduct prejudicial to the best interests of TAS or the freshwater angelfish. Charges may also be preferred against a member for not following TAS naming standards when marketing their fish. Written charges with specifications must be filed in writing with the Secretary together with a deposit of $20 which shall be forfeited if such charges are not sustained following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board or present them at the next Board Meeting.
The Board of Directors shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of TAS; and may either conduct the proceedings or appoint members to an Investigation Committee. If the charges are deemed to not allege conduct which would be prejudicial to the best interests of TAS the governing body may refuse to entertain jurisdiction. If proceedings continue a date shall be fixed to hold a hearing not less than 3 weeks nor more than 6 weeks thereafter. The accused member will receive a copy of the charges by email; or by Certified Mail if acknowledgement is not received within 7 days. Assurance will be conveyed to the defendant that they may attend in their own defense.
Section 2. Board Hearing
The Board or the Investigation Committee shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, a majority vote of the governing body will suspend the defendant from all privileges of membership for not more than six months from the date of the hearing. And, if deemed as insufficient punishment, may recommend to the membership penalty of expulsion. In such case, the suspension shall not restrict the defendant's right to a meeting before his fellow-members at the ensuing Membership Meeting. Immediately after a decision has been reached the findings shall be filed with the Secretary; who shall in turn notify all involved parties. Notification will include the governing body's decision and resultant penalty, if any.
Section 3. Expulsion
Expulsion of a member from TAS may be accomplished only at a meeting of TAS following a hearing and upon the recommendation as provided in Section 2 above. Such proceeding may occur at a regular or special meeting of TAS to be held within 60-days but not earlier than 30-days after the date of recommended expulsion. The defendant shall have the privilege to attend on own behalf, though no evidence shall be discussed. The President or Vice President shall read the charges and state the findings and recommendation; and shall invite the defendant, if present, to speak on own behalf. A voting poll will be used to vote on the proposed expulsion. A two-thirds majority vote will be required to enforce expulsion. If expelled the member will forever be barred from the organization; otherwise any existing suspension shall stand.
Article X: Other Points of Interest
Section 1. Electronic Communications
Electronic communications including email and fax transmissions shall be considered as valid methods of communications to all Board members, committee members and general members for TAS business. This shall include meeting notifications, meeting notes, voting, notice of vote results and other Society business matters.
ARTICLE XI: Amendments
Section 1. Amendments to the bylaws may be proposed by the Board of Directors or by written petition addressed or e-mailed to the Secretary signed by twenty percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendation of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.
Section 2. The bylaws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and e-mailed to each member at least two weeks prior to the date of the meeting.
ARTICLE X: Dissolution
Section 1. TAS may be dissolved at any time by the written consent of not less than 2/3 of the members, In the event of the dissolution of TAS other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of TAS nor any proceeds thereof nor any assets of TAS shall be distributed to any members of TAS but after payment of the debts of TAS its property and assets shall be given to a charitable organization, exempt under section 501(c)(3) of the Internal Revenue Code selected by the Board of Directors.
ARTICLE XI: Order of Business
Section 1. At meetings of TAS, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
a. Roll Call Minutes of last meeting
b. Report of President
c. Report of Secretary
d. Report of Treasurer
e. Report of Committees
f. Election of Officers and Board (at annual meeting)
g. Unfinished business
h. New business
i. Adjournment
Section 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
a. Reading of minutes of last meeting
b. Report of Secretary
c. Report of Treasurer
d. Reports of Committees
e. Unfinished business
f. New business
g. Adjournment
ARTICLE XII: Parliamentary Authority
Section 1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern TAS in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any other special rules of order TAS may adopt.
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