Constitution and Bylaws

CONSTITUTION OF THE CHICAGO MARINE AQUARIUM SOCIETY

Article I

NAME

Section 1. The name of this Club shall be the CHICAGO MARINE AQUARIUM SOCIETY.

Section 2. The name of this Club shall not be used by any individual, or group for self representation, or self gain.

Article II

PURPOSE

Section 1. The CHICAGO MARINE AQUARIUM SOCIETY (CMAS) is a non-profit organization of marine hobbyists brought together by the desire to promote a better understanding of the life we keep in our home aquariums. Our focus is increasing the longevity of marine life in a controlled environment and to encourage that life to propagate freely. Only through education and the sharing of ideas can we expect a future for our hobby.

Section 2. Under no circumstances may any part of the income of this Club be used to the benefit of any Officer, Trustee or Member. This shall be limited to direct payment to a member or direct financing of any member’s business operation. This shall not include hosting a club event at their home or co-sponsoring an event for the good of the reef-keeping community

Section 3. Upon dissolution of this Club, the Board of Directors shall, after paying or making provisions for the payment of the liabilities of the Club, equally distribute the assets of the Club to the members in good standing.

 Article III

TERM

Section 1. The term of this Club is to be perpetual.

Section 2. The fiscal year of the CHICAGO MARINE AQUARIUM SOCIETY shall be January 1st through December 31st. The Trustees or persons designated by the Board of Directors and not currently a Board of Directors member (if there are no trustees) shall audit all accounts and a complete financial report must be presented to the Board of Directors no later than 90 days following the close of the fiscal year.

Article IV

MEMBERSHIP

Section 1. Membership in this organization shall be open to anyone who, by proper application, meets with the approval of the Board of Directors.

Section 2. Proper application for membership and amount of dues shall be established by the Board of Directors of this Club and shall be set forth in the By-Laws of this organization.

Section 3. The CHICAGO MARINE AQUARIUM SOCIETY shall consist of seven (7) classifications of membership: Founding, Charter, Regular, Student, Honorary, Commercial, Sponsor.

Section 4. The CHICAGO MARINE AQUARIUM SOCIETY reserves the right to revoke the membership of any member due to conduct considered detrimental to this Club. This action shall be carried out by the Board of Directors.This includes, and is not limited to, acts carried out on the Internet. If membership is revoked, dues are not refundable.

Article V

MEETINGS

General membership and Board of Directors Meetings shall be held as determined by the Board of Directors. Board members are expected to attend at least 80% of the membership meetings, informational, and planning meetings.

Article VI

OFFICERS AND ELECTIONS

Section 1. Elected officers of the CHICAGO MARINE AQUARIUM SOCIETY shall consist of the following and shall be elected every two (2) years: President, Vice-President, Secretary, Treasurer.

Section 2. The president shall be empowered to appoint three (3) trustees, subject to the approval of the elected officers.

Section 3. Elections shall take place in the month of November in the election year. The newly elected officers shall assume office on January 1st of the next year. Nominations for officers shall take place in the month of October of the election year. At this meeting, the President or Chairperson will ascertain for the Secretary and Treasurer that all those nominated are qualified to run for office with the By-Laws of this organization.

Section 4. Only members in good standing who have attended at least four (4) meetings in the current calendar year are eligible for office.

Section 5. Only members in good standing are entitled to vote at the Annual Elections as stated under the By-Laws of this organization.

 Article VII

BOARD OF DIRECTORS

Section 1. The duly elected Officers and the three (3) Trustees as set forth in article VI, Sections one (1) and two (2) shall comprise the CHICAGO MARINE AQUARIUM SOCIETY Board of Directors. Each member of the Board of Directors shall have equal vote of the society. However, in the case of a tie, the President shall have the power of one and one-half (l l/2) votes.

Section 2. It shall be the function of the Board of Directors to transact all business of the Club and make reports to the general membership. Only the Senior Board of Directors will have access and signing privileges on the clubs bank accounts.

Section 3. Any Board Member who misses three (3) consecutive Board Meetings may be replaced by majority vote of the Board of Directors. If it is an elected office, the President shall appoint an interim replacement until the next scheduled elections. The President also holds the right to remove any interim elected board position for the following reasons including but not limited to: insubordination, lack of participation, or any activity that has a direct conflict with the goals of the club. The removal of an interim board position requires approval from the Senior Board members.

Section 3. 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 VIII

AMENDMENTS TO THE CONSTITUTION

Section 1. All proposed amendments to the Constitution must be in writing and must list the Article and Section that is to be amended. All proposed amendments must be signed by three (3) active members of the Board of Directors for consideration. If approved by the Board of Directors, the proposed amendment shall be submitted for a general vote.

Section 2. A two-thirds (2/3) majority of voting members present shall be required to pass these changes at a General Meeting.

Section 3. All proposed changes will be distributed to the general membership of the Club at least seven (7) days prior to the meeting at which action is to be taken.

Article IX

PARLAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order Revised, shall govern the Club in all cases in which they are applicable, and in which they are not inconsistent with the Constitution, By-Laws, or special rules or order of the CHICAGO MARINE AQUARIUM SOCIETY.




BY-LAWS OF THE CHICAGO MARINE AQUARIUM SOCIETY

Article I

BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of all elected Officers and appointed Trustees.

Section 2. A quorum of at least one-half (1/2) of the Board of Directors must be in attendance in order to conduct business. A majority vote of those present shall be required in order for the Board to vote on any business, including current and upcoming membership status changes.

Section 3. The Board of Directors shall have the power to fill all vacancies occurring within its ranks during the Fiscal year, in accordance with Article VII, Section 3, of the Constitution.

Section 4. No member of the Club may act as agent for the Club, or the Board of Directors without the written consent of the Board of Directors.

Article II

DUTIES OF OFFICERS

Section 1. The President shall preside at all meetings, sign documents, and be a member of all committees.

Section 2. 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 committees that he may present it to the Board in the absence of said committee Chairman.

Section 3. It shall be the responsibility of the Secretary to inscribe the proceedings of all meetings and to be prepared to read those specified records when requested. This officer requires the Maintenance of Club records, except those designated to other officers. When the President and Vice-President are absent, the Secretary shall preside. The secretary shall also be responsible for maintaining copies of all correspondence as directed by the Board.

Section 4. 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 members 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(s) 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 any time at the request of the President.

Section 5. 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, moneys and other property in their possession belonging to the CHICAGO MARINE AQUARIUM SOCIETY.

Section 6. In the event of death, or incapacitation of a Board Member that lasts longer than 90 days and is expected to continue, the President has the authority to assign an interim board member until the next election period.

Article III

MEMBERSHIP

Section 1. Application for membership in this organization shall be in writing on an official membership form, accompanied by dues, presented to the treasurer.

Section 2. Regular members shall consist of those members over eighteen (18) years of age who are in good standing. Regular members are eligible to hold office if the member meets attendance requirements set forth in article IV section IV. Regular members are also entitled to 1 vote in general membership voting.

Section 3. Charter members shall consist of those members who joined the Club during its first year of existence. This membership is subject to perpetual renewal. Charter Members may hold office and vote.Charter members are expected to abide by the rules of the general membership.

Section 4. Student members shall consist of those members who are under eighteen (18) years of age at the time of application. Student Members, regardless of Charter membership affiliation, may not hold office or vote.

Section 5. Commercial Members shall consist of those individuals holding a financial interest in any phase of the tropical fish industry, including dry-goods, fish, coral and other livestock, being either fresh or salt water. Commercial members are defined as someone who is required to have a Federal Tax number and /or proper business license. Commercial Members may not hold office, regardless of Charter membership affiliation, but they may vote. Commercial Members may not solicit at General Meetings, or at any other Club sponsored functions, unless the sponsored function is pre-approved by the CMAS Board to include commercial selling activities.

Section 6. Honorary Membership may be bestowed upon those whom the Society wishes to recognize for outstanding achievements and / or outstanding services to the Society. Honorary Members may not hold office or vote. Honorary membership is perpetual.

Section 7. Founding Members shall consist of those individuals responsible for forming and establishing the society. Founding Membership is subject to perpetual renewal. Founding members may hold office and vote.

Section 8. 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 (1st) of the next month following receipt of dues.

Section 9. Members whose dues are not paid by their anniversary date, are to be considered delinquent and will be removed from the club roster with loss of rights and privileges of membership in the Society.

Section 10. Sponsor Members shall consist of those individuals holding a financial interest in any phase of the tropical fish industry, including dry-goods, fish, coral and other livestock, being either fresh or salt water. Sponsor members are defined as someone who is required to have a Federal Tax number and /or proper business license. Sponsor Members may not hold office, regardless of Charter membership affiliation, and they may not vote. Sponsor Members may not solicit at General Meetings, or at any other Club sponsored functions, unless the sponsored function is pre-approved by the CMAS Board to include commercial selling activities.

Article IV

COMMITTEES

Section 1. The Board of Directors shall establish (upon the approval of the President) all Committees required to conduct

the business of the Club.

Section 2. All committees shall perform the duties assigned to them. No member shall be compelled to serve upon more then one (l) committee at the same time. Any member of a committee failing to perform his/her duties may be removed from such committee by the President.

Section 3. 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 reimbursed upon presentation of bills and final approval of the Board. At the Senior board members direction and discretion, committee members may be compensated for their efforts.

Article V

AMENDMENTS TO THE BY-LAWS

Section 1. All proposed amendments to the By-Laws must be in writing and must list the Article and Section that is to be amended. All proposed amendments must be signed by three (3) active members of the Board of Directors for consideration. If approved by the Board of Directors, the proposed amendment shall be submitted for a general vote.

Section 2. A two-thirds (2/3) majority of voting members present shall be required to pass these changes at a General Meeting.

Section 3. All proposed changes will be distributed to the general membership of the Club at least seven days prior to the meeting at which action is to be taken.

Article VI

PARLAMENTARY AUTHORITY

Section 1. The rules contained in Robert's Rules of Order Revised, shall govern the Club in all cases in which they are applicable, and in which they are not inconsistent with the Constitution, By-Laws, or special rules or order of this Club.

Section 2. All matters not herein expressly covered by the Constitution and / or By-Law are hereby delegated to the Board of Directors.