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NADA Information >
By-laws
Article I
Offices
We are a
collection of discus enthusiasts who are interested in the
advancement, improvement, and promotion of discus fish. Our goal is to
educate the general public, encourage new members, provide information
on the discus, and promote discus at fish shows.
Our goal is to educate the general public, encourage new members,
provide information on the discus hobby and promote discus at fish
shows.
The North American Discus Association (NADA), a nonprofit
corporation, shall be located in Canyonville,
Douglas county, Oregon. The NADA shall have and continuously
maintain in
Oregon
a registered office and a registered agent at the same location as
required by the Non-Profit Corporation Act. The registered office and
the address of the registered office may be, but need not be, identical
with the principal office; and may be changed from time to time by the
Board of Directors.
Article II
Members
Section 1.
Eligibility:
Anyone interested in keeping discus is eligible to be considered for
membership.
Section 2. How
to join:
Candidates may join the NADA upon written application accompanied by
payment of dues. There will be two types of membership: individual
membership and family membership. Family membership shall be
defined as no more than two adult members and all children up to and
including 17 years of age. Family members upon
reaching the age of 18 must pay for individual membership unless they
are one of the two adult members of a family membership.
Section 3.
Voting rights:
Each individual
member will be entitled to one vote. Family memberships have the
authority of two votes.
Section 4.
Termination of membership:
Memberships may be
terminated:
a.
By resignation.
By resignation. Any member in good
standing may resign from NADA upon written notice to the Secretary; but
no member may resign when in debt to NADA. Dues obligations are
considered a debt to NADA and they become incurred on the first day
of AUGUST each fiscal year. UPON ACCEPTANCE FOR MEMBERSHIP AND
EACH YEAR THEREAFTER ON THE ANNIVERSARY OF THE JOINING DATE.
b.
By lapsing.
A membership will be considered as lapsed and automatically terminated
if a member’s dues remain unpaid 60 days after the due date. However,
the board may grant an extension of 30 days grace to delinquent members
in special cases. No member will be entitled to vote at any
meeting whose dues are unpaid as of the date of that meeting.
c.
By removal.
Any member may be removed from membership by a two-thirds (2/3) vote of
the Board of Directors for conduct that is detrimental to the harmonious
functioning of the club, or for other conduct inconsistent with the
privileges of membership, or other good and sufficient cause, as
determined by the Board of Directors. Action of the Board of
Directors shall be conclusive, final and binding.
d.
Reinstatement.
Upon written request signed by a former member and filed with the
secretary, the Board of Directors may, by the affirmative vote of 2/3 of
the members of the board, reinstate the former member to membership upon
such terms as the Board of Directors may deem appropriate.
e.
Transfer of membership.
Membership is not transferable or assignable.
Article III
Meetings
Section 1.
Annual Meeting:
An annual meeting of
the members shall be held in conjunction with the American Cichlid
Association (ACA) convention each calendar year for the purpose of
transacting business. If the election of directors is not held
prior to the annual meeting then, the Board of Directors shall cause the
election to be held during the annual meeting.
Section 2.
Special Meetings:
A special meeting of the members may be called by the President, the
Board of Directors, or upon receipt of a petition signed by five members
in good standing. Special meetings shall be held at the location
determined for the regular meeting or may be held on-line.
Section 3.
Place of Meeting:
Regular meetings shall be held at a time and place designated by the
Board of Directors and may be held on-line at a location to be
determined by the Board. The President with approval of the Board may
change the time or date of a meeting.
Section 4.
Notice of Meeting:
Written notice stating the place, day and hour of any meeting of
membership shall be delivered, either personally, by mail, e-mail or
electronic notice to each member entitled to vote not less than seven
days before the date of the meeting. If a Special Meeting is
called the purpose for the meeting shall be stated in the notice.
Section 5.
Quorum:
The quorum for any annual, special or regular meeting shall be 25% of
the members in good standing or 20 members, which ever is the smaller
number.
Section 6.
Parliamentary Procedure and Standing Rules
The Rules contained in Roberts Rules of Order, Newly Revised shall
govern NADA in all cases to which they are applicable and in which they
are not inconsistent with these bylaws and any policies, standing rules
or adopted procedures. At meetings and board meetings of NADA the order
of business, so far as the nature and character of the meeting may
permit, shall be as follows:
1.
Reading
of minutes of last meeting
2.
Report
of president
3.
Report
of secretary
4.
Report
of treasurer
5.
Report
of committees
6.
Election of officers and board (at annual meeting)
7.
Unfinished business
8.
New
business
9.
Adjournment
Article IV
Board of Directors
Section 1. General
Powers:
The Board of Directors shall manage the affairs of NADA.
Section 2. Number,
Tenure and Qualifications: The Board of Directors shall consist of elected officials
(President, Vice-President, Secretary, Treasurer), and seven Directors
at Large including the immediate Past-President (if there is one).
Each director shall hold office for a period of two or three years until
the next annual meeting of members and until his successor has been
elected.
Section 3. Regular
meetings:
The annual meeting of the Board of Directors shall be held without other
notice than this by-law, immediately after and at the same place as, the
annual meeting of members. The Board of Directors may provide by
resolution the time and place for additional meetings without other
notice than the resolution.
Section 4. Special
Meetings:
The President or any two Directors may call special meetings of the
Board of Directors. Special meetings may be held on-line or any location
set by the Board.
Section 5. Notice of
Special Meetings: Written notice stating the place, day and hour of a
special meeting of the Board shall be delivered, either personally, by
mail, e-mail or electronically to each Director not less than two days
before the date of such meeting. If a Special Meeting is called
the purpose for the meeting shall be stated in the notice.
Section 6. Quorum and
manner of acting:
A majority of the Board of Directors shall constitute a
quorum for the transaction of any business at any meeting of the Board.
The act of a majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 7. Vacancies:
Any
vacancy occurring in the Board of Directors may be filled by an
affirmative vote of a majority of the remaining Directors. A
Director elected to fill a vacancy shall be elected for the remaining
term of his predecessor in office.
Section 8.
Compensation:
Directors shall not receive any stated salaries for their
services, but by resolution of the Board of Directors a fixed sum may be
paid for expenses of attendance.
Article V
Officers
Section 1.
Officers:
The officers of the NADA shall be a President, Vice-President,
Secretary, Treasurer, and five Directors at Large including the
immediate Past-President (if there is one).
Section 2.
Election and term of office:
The officers of the NADA shall be elected annually for
terms of two or three years. If the election of directors is not held
prior to the annual meeting then, the Board of Directors shall cause the
election to be held during the annual meeting .New offices may be
created and filled at any meeting of the Board of Directors. Each
officer shall hold office until his successor has been duly elected and
qualified.
Section 3.
Removal:
The Board of Directors may remove any officer elected or appointed by
the Board of Directors whenever they determine removal is in the best
interest of the NADA.
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Any Officer or
Board member wishing to resign shall submit his resignation in
writing to the Board for disposition by the Board.
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An Officer or
Director may be removed from office in the following manner: written
notice of the charges against said Officer or Director shall be
submitted to the Board. After a majority vote by the Board upholding
the charges, the removal request shall be effective immediately.
i.
The Board of Directors is authorized to appoint interim board members
at large to serve until the next general election. The appointee must
meet all criteria of any other elected officer of the Society, and must
maintain the status of active member for the duration of his/her tenure
on the board.
ii.
In the case of any other elected
officer, the Board of Directors is authorized to appoint an interim
substitute who, meeting all criteria for election, shall be ratified by
the general membership at the next general meeting.
iii.
Removal of Officers, after Board approval, shall be submitted to the
general membership for vote at the next General Meeting and requires a
majority vote of the members to pass. Said vacant position shall be
filled as soon a possible as provided for in Article
VII, Section 1.
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Grounds for
removal shall be misconduct in office, willfully violating the
constitution or bylaws, or willfully bringing injury or discredit to
the Society. Failure to attend either four consecutive meetings of
any kind, or three consecutive meetings of the Board shall also be
grounds for removal from Office.
Section 4.
Vacancies:
A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the
Board of Directors for the remaining portion of that term.
Section 5.
President:
The President shall be the principal
executive officer of the NADA, shall preside at all meetings of the NADA
and exercise general supervision over the activities of the NADA.
The President may provide the second signature on checks, contracts or
other instrument, which the Board of Directors has authorized to be
executed.
Section 6. Vice
President:
The Vice President
shall assume the duties of the President in his absence and shall assist
in the duties of the President at his direction.
Section 7.
Treasurer:
The Treasurer shall keep a record of all financial
transactions in a manner approved by the Board and concurrent with
accepted accounting procedures; shall submit a report at each regular
and annual meeting for Board approval; shall be responsible for the
collection of all monies due the NADA; shall notify members when dues
are delinquent; shall keep a record of all requests and authorization
for payment; shall make payments from the general treasury upon
authorization of the Board; shall keep charge of the NADA bank account;
and shall give a complete financial report annually. Checks shall
be written by the Treasurer and signed by both the Treasurer and the
President. Books of the Treasurer may be audited at the end of each
fiscal year, at the discretion of the Board. The Treasurer shall notify
the membership chairman of dues received and shall be responsible for
preparing the annual operating budget to be presented to the Board at
the March budget meeting. All requests for general funds, or
reimbursements for expenses, shall be submitted to the board for
approval.
Section 8.
Secretary:
Duties of the Secretary. The Secretary shall keep a record of all
minutes of the NADA regular and business meetings, and shall publish the
minutes in the NADA newsletter or website.
Section 9. Past
President:
The immediate Past President shall be an ex-officio member
of the Board of Directors and shall assist the President in the
administration of the NADA. The Board of Directors may establish other
duties.
Section 10.
Eligibility for Office:
Any adult member in good standing shall be eligible for office. The
positions of President, Vice President, Treasurer and Secretary may only
be filled with an active member of at least one year who has attended at
least three-fourths of the meetings in the prior year.
Section 11.
Elections:
1.
A
nominating committee, whose chairman shall be appointed by the
President, shall present a slate of nominees for office to the
membership at a regular meeting at least two months (May) prior to the
annual meeting (ACA convention July). Additional nominations may be made
from the floor at this time, after which nominations will be closed.
2.
A
majority written or electronic ballot of members shall elect officers at
the regular meeting (June) prior to the annual (July) meeting.
3.
Officers shall take office at the annual meeting (July).
4.
In the
event of resignation of the President, the Vice President shall assume
the office of President and a new Vice President shall be elected by the
membership. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of
Directors for the remaining portion of that term.
Article VI
Committees
Section 1. Committees of directors: The Board of Directors, by
resolution adopted by a majority of the Directors in office, may
designate and appoint one or more committees. The committees, to the
extent provided in the resolution, shall have the authority of the Board
of Directors, except that no such committee shall have the authority of
the Board of Directors in reference to amending, altering or repealing
the bylaws; electing, appointing or removing any member of any committee
or any Director or officer of the corporation; amending or restating the
articles of incorporation; adopting a plan of merger or adopting a plan
of consolidation with another corporation; authorizing the sale, lease,
exchange or mortgage of all or substantially all of the property and
assets of the corporation; authorizing the voluntary dissolution
of the corporation; adopting a plan for the distribution of the
assets of the corporation; or amending, altering or repealing any
resolution of the Board of Directors which by its terms provides that it
shall not be amended, altered or repealed by such committee. The
designation and appointment of any such committee and the delegation
thereto of authority shall not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed
upon it or him by law.
Section 2. Other committees:
1.
SHOW COMMITTEE - shall be responsible for all matters pertaining to
shows, rules, correspondence, judges, etc.
2.
PUBLICATION COMMITTEE - shall be responsible for issuing a Society
newsletter and literature, and shall handle all related business.
3.
PROGRAM
COMMITTEE - shall be responsible for providing a program for all annual
meetings and shall be allowed a budget for renting programs if
necessary.
4.
PUBLICITY COMMITTEE - shall be responsible for providing publicity for
the___, i.e. providing posters to pet shops, issuing meeting notices to
media outlets, and any other means of promoting the Society.
5.
WEBSITE
COMMITTEE – shall be responsible for maintaining the NADA website..
6.
AUCTION
COMMITTEE - shall administer the auctions.
Section 3.
Term of Office:
Each member of a committee shall serve until
the next annual meeting of the NADA and until his successor is
appointed, unless the committee is terminated, or the member is removed
from the committee, or the member ceases to qualify as a member of NADA.
Section 4.
Chairman:
Each committee will have a chairman appointed by the Board of Directors.
Section 5.
Vacancies in any committee may be filled
by appointments made in the same manner as provided in the case of the
original appointments.
Section 6.
Quorum:
Unless
otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall
constitute a quorum The act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the committee.
Section 7.
Rules:
Each
committee may adopt rules for its own government as long as they are not
inconsistent with these by-laws or with rules adopted by the Board of
Directors.
Article VII
Contracts, Checks, Deposits and Funds
Section 1.
Contracts:
The Board of Directors may authorize any officer or agent of the NADA,
to enter into a contract or execute and deliver any instrument in the
name of and on behalf of the NADA, and such authority may be general or
confined to specific instances.
Section 2.
Checks, Drafts, etc.:
All checks, drafts or orders for the payment of money, shall be signed
by two officers, and in such manner as shall be determined by resolution
of the Board of Directors. In the absence of such determination by
the Board of Directors, such instruments shall be signed by the
Treasurer and countersigned by the President or a Vice President of the
NADA.
Section 3.
Deposits:
All funds of the NADA shall be deposited within 7 days of the date of
receipt to the credit of the corporation in a bank selected by the Board
of Directors.
Section 4.
Gifts:
The Board of Directors may accept on behalf of the NADA any contribution
or gift for the general purposes or for any special purpose of the NADA.
Article VIII
CERTIFICATES OF MEMBERSHIP
SECTION 1. Certificates of Membership: The Board of
Directors may provide for the issuance of a certificate of membership in
NADA, which shall be in a form determined by the Board. All
membership certificates shall be consecutively numbered. The name
and address of each member and the date of issuance of the certificate
shall be entered in the records of the NADA. If any certificate
becomes lost, mutilated or destroyed, a new certificate may be issued
upon such terms and conditions as the Board of Directors determine.
SECTION 2. Issuance of Certificates: When a member has
been elected to membership and has paid dues, a certificate of
membership may be issued in his name and delivered to him by the
Secretary, if the Board of Directors shall have provided for the
issuance of certificates of membership under the provisions of Section 1
of this Article VIII.
Article IX
Books and Records
The NADA shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of its
members, Board of Directors and committees having any of the authority
of the Board of Directors, and shall keep at its registered or principal
office a record giving the names and addresses of the members entitled
to vote. Any member, or his agent or attorney may inspect all
books and records of the corporation, for any proper purpose at any
reasonable time.
Article X
Fiscal Year
The fiscal year of
the corporation shall begin on the first day of July and end on the last
day of June in each year.
Article XI
Dues
Section 1.
Annual Dues:
The Board of Directors has determined annual dues
will be $25.00 for an individual and $40 for a family.
Section 2.
Payment of dues: Dues shall be payable in
advance for one year of membership and are due every 12 months
thereafter.
Section 3. Default and termination of membership:
When any member is in default in the payment of dues for a period
of 60 days from the first day of August, his membership may be
terminated by the Board of Directors in the manner provided in Article
II of these bylaws.
Article XII
Seal
The Board of
Directors may provide a corporate seal, which may be in the form of a
circle and shall have inscribed thereon the name of the corporation and
the words "Corporate Seal."
Article XIII
Waiver
Whenever any notice is required to be given
under the provisions of the Oregon Non-Profit Corporation Act or under
the provisions of the articles of incorporation or the by-laws of the
corporation, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice
ARTICLE XIV
No person shall possess any property
right in or to the property or assets of the corporation. Upon
dissolution of this corporation as provided in the Bylaws, all assets
remaining after payment of any outstanding liabilities shall be
distributed exclusively to charitable, religious, educational or
scientific organizations which would then qualify under the provisions
of
Section 501(c)(3) of the Internal Revenue Code
and its regulations as such Section and regulations now exist or may
hereafter be amended, or under corresponding laws and regulations
hereafter adopted and which organizations have purposes and objects
similar to those of the corporation, all determined in accordance with
the Bylaws.
Article
XV
Amendments to Bylaws
These bylaws
may be altered, amended or repealed and new bylaws may be adopted by a
majority of the Directors present at any regular meeting or at any
special meeting, if at least two days' written notice is given of the
intention to alter, amend, repeal or adopt new bylaws at such meeting.
NADA Conflict of Interest
Policy
Article I
Purpose
The purpose of the conflict
of interest policy is to protect this tax-exempt organization’s
(Organization) interest when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an
officer or director of the Organization or might result in a possible
excess benefit transaction. This policy is intended to supplement but
not replace any applicable state and federal laws governing conflict of
interest applicable to nonprofit and charitable organizations.
Article
II
Definitions
1.
Interested Person
Any director, principal
officer, or member of a committee with governing board delegated powers,
who has a direct or indirect financial interest, as defined below, is an
interested person.
2.
Financial Interest
A person has a financial
interest if the person has, directly or indirectly, through business,
investment, or family:
a.
An ownership or investment
interest in any entity with which the Organization has a transaction or
arrangement,
b.
A compensation arrangement
with the Organization or with any entity or individual with which the
Organization has a transaction or arrangement, or
c.
A potential ownership or
investment interest in, or compensation arrangement with, any entity or
individual with which the Organization is negotiating a transaction or
arrangement.
Compensation includes
direct and indirect remuneration as well as gifts or favors that are not
insubstantial.
A financial interest is not
necessarily a conflict of interest. Under Article III, Section 2, a
person who has a financial interest may have a conflict of interest only
if the appropriate governing board or committee decides that a conflict
of interest exists.
Article III
Procedures
1.
Duty to Disclose
In connection with any
actual or possible conflict of interest, an interested person must
disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the directors and members
of committees with governing board delegated powers considering the
proposed transaction or arrangement.
2.
Determining Whether a Conflict of Interest Exists
After disclosure of the
financial interest and all material facts, and after any discussion with
the interested person, he/she shall leave the governing board or
committee meeting while the determination of a conflict of interest is
discussed and voted upon. The remaining board or committee members shall
decide if a conflict of interest exists.
3.
Procedures for Addressing the Conflict of Interest
a.
An interested person may
make a presentation at the governing board or committee meeting, but
after the presentation, he/she shall leave the meeting during the
discussion of, and the vote on, the transaction or arrangement involving
the possible conflict of interest.
b.
The chairperson of the
governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the
proposed transaction or arrangement.
c.
After exercising due
diligence, the governing board or committee shall determine whether the
Organization can obtain with reasonable efforts a more advantageous
transaction or arrangement from a person or entity that would not give
rise to a conflict of interest.
d.
If a more advantageous
transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing board
or committee shall determine by a majority vote of the disinterested
directors whether the transaction or arrangement is in the
Organization’s best interest, for its own benefit, and whether it is
fair and reasonable. In conformity with
the above determination it
shall make its decision as to whether to enter into the transaction or
arrangement.
4.
Violations of the Conflicts of Interest Policy
a.
If the governing board or
committee has reasonable cause to believe a member has failed to
disclose actual or possible conflicts of interest, it shall inform the
member of the basis for such belief and afford the member an opportunity
to explain the alleged failure to disclose.
b.
If, after hearing the
member’s response and after making further investigation as warranted by
the circumstances, the governing board or committee determines the
member has failed to disclose an actual or possible conflict of
interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedings
The minutes of the governing
board and all committees with board delegated powers shall contain:
a.
The names of the persons who
disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature
of the financial interest, any action taken to determine whether a
conflict of interest was present, and the governing board’s or
committee’s decision as to whether a conflict of interest in fact
existed.
b.
The names of the persons who
were present for discussions and votes relating to the transaction or
arrangement, the content of the discussion, including any alternatives
to the proposed transaction or arrangement, and a record of any votes
taken in connection with the proceedings.
Article V
Compensation
a.
A voting member of the
governing board who receives compensation, directly or indirectly, from
the Organization for services is precluded from voting on matters
pertaining to that member’s compensation.
b.
A voting member of any
committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the Organization for
services is precluded from voting on matters pertaining to that member’s
compensation.
c.
No voting member of the
governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from the Organization, either individually or collectively,
is prohibited from providing information to any committee regarding
compensation.
Article VI
Annual Statements
Each director, principal
officer and member of a committee with governing board delegated powers
shall annually sign a statement which affirms such person:
a.
Has received a copy of the
conflicts of interest policy,
b.
Has read and understands the
policy,
c.
Has agreed to comply with
the policy, and
d.
Understands the Organization
is charitable and in order to maintain its federal tax exemption it must
engage primarily in activities which accomplish one or more of its
tax-exempt purposes.
Article VII
Periodic Reviews
To ensure the Organization
operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status,
periodic reviews shall be conducted. The periodic reviews shall, at a
minimum, include the following subjects:
a.
Whether compensation
arrangements and benefits are reasonable, based on competent survey
information, and the result of arm’s length bargaining.
b.
Whether partnerships, joint
ventures, and arrangements with management organizations conform to the
Organization’s written policies, are properly recorded, reflect
reasonable investment or payments for goods and services, further
charitable purposes and do not result in inurement, impermissible
private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic
reviews as provided for in Article VII, the Organization may, but need
not, use outside advisors. If outside experts are used, their use shall
not relieve the governing board of its responsibility for ensuring
periodic reviews are conducted.
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