Atlanta Area Aquarium Association By-Laws Article 1: NAME OF THE ORGANIZATION Section 1: This Association shall be known as the “Atlanta Area Aquarium Association” and will herein be referred to as “the Association” Section 2: This association may be abbreviated in official matters as “AAAA” which is spoken as “Quad A” Article 2: MISSION STATEMENT Section 1: The Atlanta Area Aquarium Association is an organization dedicated to the education of its members, dissemination of fishkeeping related information, and various conservation efforts for freshwater species and their habitats. Article 3: MEMBERSHIP REQUIRMENTS AND LIMITATIONS Section 1: Applications for membership or renewal shall be submitted with the payment of at least one (1) year’s dues to the membership chair, an appointed representative of the association, or through the online membership form. Section 2: Unless otherwise noted here in these by-laws all member shall be eligible to hold a position on the Board of Directors or a Chair position if over the age of eighteen (18) in addition said members shall also have one (1) vote on club matters. Section 3: Members of the association shall receive no less than the following benefits: A) One (1) copy of the association’s by-laws (electronic or physical) B) An electronic copy of “Fish Talk” each month of active paid membership C) Access to all of the association’s programs and events D) One (1) Membership card for proving membership within the association E) Other Benefits to be set out by the Board of Directors Section 4: There shall be four (4) types of membership; Individual, Junior, Sponsor, and Honorary defined as follows: A) Individual: A single membership for an individual age 18 and above. B) Junior: Individuals under the age of 18 with an adult guardian’s approval. They shall pay no dues, hold no elected office, and have no voting privileges, but shall have all other member privileges. C) Sponsor: Individuals or Businesses providing financial or material support to the association; they shall be admitted after acceptance into the sponsorship program by majority vote of the Board of Directors. They shall pay no dues, hold no elected office, and have no voting privileges. The number of Sponsor membership cards granted to each business may not exceed two (2). D) Honorary: Individuals admitted by a majority vote of the Board of Directors present at an official meeting. They shall pay no dues, hold no elected office, and have no voting privileges, but shall have all other member privileges for a number of years as set at time of admittance. Section 5: Any member one (1) month in arrears in payment of annual dues shall be dropped from the rolls of the association. Section 6: Any member not acting in the best interest of the association may be dropped from the membership rolls, and discharged by a three-fourths vote of the members present at a regular meeting. A member making such a charge against another member must present his/her case of the charges to the Board of Directors. The Board of Directors shall, within thirty (30) days, send a copy of the charges to the accused member, who shall then have thirty (30) days to respond to the charges. The Board of Directors shall at that time review the validity of the case and thereupon present it to the members at a regular meeting for a decision. Article 4: DUES Section 1: Annual dues shall be twenty dollars ($20.00) for an individual membership. Section 2: Dues shall not be increased more than once during any calendar year or within six (6) months of each other. Article 5 MEETINGS AND QUORUM Section 1: Regular meetings will be held at a day and time determined by the Board of Directors. Meeting dates will be published to the membership at least two (2) weeks in advance and are not to be fewer than once a month barring unforeseen cancelations due to unexpected events. Section 2: Any association function such as, but not limited to, a picnic, auction, banquet, or show will be deemed as a duly called meeting in addition or in place of the regular meeting. Section 3: Special meetings may be called upon request of the President or a majority of the Board of Directors, or the request of the majority of the membership. A two (2) week notice shall be given before such a meeting. Section 4: The Board of Directors shall meet before each regular meeting or at a time requested by the President. Any member may attend a BoD meeting but shall have no vote in any decision. The membership shall be informed as to the nature of the meeting and any decisions made at the next regular meeting. A two (2) week notice shall be given before such a meeting. Section 5: Each year the Board of Directors shall hold an annual planning meeting, date and time to be decided by the President, that will be open only to the Board of Directors and Committee members. No votes shall take place at this meeting and quorum is not required, however it does count as a BoD meeting for maintaining one’s role in the BoD. Section 6: A quorum shall consist of ten (10) non BoD members of the association as well as at least four (4) members of the Board of Directors, including the President or Vice President, for the transaction of business at a regular meeting. Section 7: A quorum shall consist of seven (7) members of the Board of Directors for the transaction of business at a Board of Directors meeting. Article 6: BOARD OF DIRECTORS Section 1: The Board of Directors (BoD) shall operate as the governing body of the association, assuming responsibility for the administrative functions and meeting programs of the association. Section 2: Should any irregularities occur affecting the function of the association, the BoD shall take whatever action they deem necessary within the rules set forth in the by-laws. The membership shall be advised of any actions taken by the Board of Directors. Section 3: The Board of Directors or two-thirds of the membership may initiate an independent audit of the Treasurer’s books at any time. Section 4: The Board of Directors shall be kept informed at all times of any association transactions and disbursements, as well as the whereabouts of all association property. Section 5: Any member of the Board of Directors failing to attend three consecutive BoD meetings will be automatically dropped from the BoD immediately following the conclusion of the third meeting. Section 6: The fiscal year shall be from January 1st through December 31st of each calendar year. Section 7: The Board of Directors shall maintain a budget that runs from April 1st of the fiscal year through March 31st of the following year, such budget to be presented by the treasurer at the march meeting of the BoD and subject to approval by a majority of BoD members present. Section 8: There shall be no voting by proxy or in absentia on association matters except in those votes governed by Article 6 Section 10 of these by-laws. Section 9: Any required approvals not put up for vote at the next occurring Board of Directors meeting shall be considered unanimously rejected. Section 10: The BoD may initiate an electronic vote (by email, forum, or other form of viewable documentable online method) should the need arise. All BoD members must be included in the transaction for the measure to proceed. For the purposes of this type of vote a majority of the number of the current BoD must vote in favor or the vote must be open for 24 hours for the vote to stand. Section 11: A member of the Board of Directors may be removed from the Board of Directors by a two-thirds majority vote of the other members of the entire BoD. Article 7: COMPOSITION AND ELECTION OF THE BOARD OF DIRECTORS Section 1: The BoD shall consist of the President, Vice President, Secretary, Treasurer, Bookkeeper, and six (6) members at-large serving two (2) year terms. Section 2: On even numbered calendar years the President, Secretary, Bookkeeper, and even numbered members at-large shall be up for election; on odd numbered calendar years the VicePresident, Treasurer, and odd numbered members at-large shall be up for election. Section 3: Board of Directors positions begin January 1st of the calendar year following the year in which the elections take place. Section 4: Elections shall occur by ballot at the November regular meeting. A plurality vote of the membership shall decide the winner of each office. Ties shall be decided by a second round of voting, including only the tied individuals, by the membership at the same November meeting. Section 5: Nomination shall be opened at the October regular meeting. Each position requires nomination by an active member, including self-nomination, as well as a second from an active member to be added to the ballot. In addition, each nominee shall present a bio to be published in an official association location no less than 7 days prior to the election. Section 6: No member shall be eligible for election who has not been a dues paying member for at least six (6) consecutive months prior to the election. In addition, in order for a member to be eligible to run they must have attended at least three (3) meetings in the previous twelve (12) months. Section 7: Should a member of the Board of Directors resign or be dropped prior to nominations being opened for the general election the President shall direct the Secretary to send notice of a special election to be held at the next regular meeting to occur at least two (2) weeks after nominations are opened. If the vacated position is that of an officer the President shall appoint a BoD member to fill that role until the special election can occur. Article 8: DUTIES OF THE OFFICERS Section 1: The duties of the President shall be: A) To preside at all meetings of the association B) To decide all parliamentary questions. Whose parliamentary decisions, however, shall be subject to appeal by any two (2) members, the majority of a vote of the BoD deciding the question. C) To state each motion clearly after it has been seconded and before allowing discussion. D) To summarize all committee reports and present them to the membership each month in the monthly newsletter, on the website, or at the regular meeting. E) Maintain access to the accounts of the association, to sign checks and assist treasurer in paying associations approved debts per the budget. F) To create special committees and appoint chairpersons. Section 2: The duties of the Vice-President shall be: A) To assist the President B) To perform the duties of the President and/or Secretary in their absence. C) To immediately assume the office of the President for the remainder of the term in the case of the resignation of the President D) To be the Program Chairperson Section 3: The duties of the Secretary shall be: A) To keep the minutes of the association at all its meetings in which voting occurs, and report them to the membership each month in the monthly newsletter, on the website, or at a regular meeting. B) To have on hand for reference at all meetings: a copy of the by-laws of the association, a copy of “Robert’s Rules of Order”, and a list of all standing and special committee members and chairpersons. Section 4: The duties of the Treasurer shall be: A) To receive and keep the funds of the association’s accounts and pay out the same only according to the laws of this association. B) To make a monthly report of all receipts and disbursements C) Disbursements of $500.00 or less between meetings require verbal or electronic approval of the President and the Treasurer D) Disbursements over $500.00 require prior BoD approval E) The Treasurer must verify that money exists in the association’s bank accounts and in the specific budget line item before disbursement of association funds. F) Each year, the BoD will approve a budget prepared by the Treasurer which will be effective on April 1st of the current year through the following March 31st of the next year. Once approved, the budget will be published in the newsletter. G) Prepare documents and ensure taxes are filled each year. Section 5: The duties of the Bookkeeper shall be: A) Works closely with the Treasurer to record all financial transactions and prepare financial statements. B) Keeps full and accurate accounts of all receipts and disbursements. C) Shall at all times keep a record and know the whereabouts of the association’s assets. Section 6: The duties of the members at-large shall be: A) To serve as committee chairperson of a standing committee at the President’s request. B) To keep fully informed of the association activities and methods of operation at all times. C) To represent the interests of the membership at BoD meetings. Article 9: COMMITTEES Section 1: The Board of Directors shall approve all standing committees, define their duties, and shall be responsible for dissolving the same should they be no longer necessary. Section 2: The President may at any time create a new special committee with its purpose and members to be presented to the Board of Directors at their next meeting. Section 3: All committee Chairpersons shall be appointed by the President, subject to Board of Directors approval, and shall be responsible to the membership through the President. Section 4: The chairperson of a committee shall have the authority to appoint a co-chairperson and all committee members subject to approval by the Board of Directors. Section 5: the duties of the committee chairpersons shall be: A) To keep fully informed of the association activities and methods of operation at all times. B) To accept additional duties and responsibilities as may be directed by the President or the Board of Directors. C) To report, each month, to the membership in the newsletter, at the regular meetings, on the website, or through the President, details of the activities of the committee within the previous month and any plans for future activities. D) To safeguard, during their occupancy of the chairmanship, and to surrender to their successor, any and all files, records and materials related to their previous involvement with the committee. E) To act as representative at any association gathering, show or event where no current Board of Directors member is present. A report of any gathering shall be submitted to the Board or Directors. Article 10: OFFICIAL PUBLICATION AND EMBLEM Section 1: The official publication of the association shall be “Fish Talk” Section 2: The official organization website will be atlfishclub.com Section 3: The official emblem of the association shall be: Article 11: PARLIMENTARY AUTHORITY Section 1: The rules contained in “Robert’s Rules of Order” shall govern the association in all cases to which they are applicable and in which they are not inconsistent with the by-laws or special rules of the association. Article 12: DISSOLUTION OF THE ASSOCIATION Section 1: The association shall begin dissolution proceedings when a unanimous majority vote by the Board of Directors decides that the organization can no longer live up to its mission listed in Article 2. This vote can only occur after exhaustive review of the association’s assets, activities, and obligations have been done and all alternatives have been considered. Section 2: After the first dissolution vote, formal discussions must take place on the matter at the regular meetings for three (3) consecutive months. At the third meeting a vote with all members present must approve the dissolution by two-thirds majority. Section 3: The association shall cease to exist upon a final unanimous majority vote by the Board of Directors following the successful execution of votes in sections 1 & 2. Section 4: Prior to final dissolution, the remaining assets of the association shall either be sold to pay for remaining outstanding expenses, or be donated to the North American Native Fish Association. Article 13: ALTERATIONS AND AMENDMENTS Section 1: Alterations and amendments to these by-laws must be submitted to the Board of Directors by email at bylaws@atlfishclub.com or in person at a Board of Directors meeting. Section 2: A proposed change will be brought before the membership if it achieves a majority vote of the Board of Directors. Section 3: Approved proposals will be brought before the membership at the next regular meeting at least two (2) weeks after the membership has been notified electronically or at a regular meeting. Changes will be adopted by a majority vote of members present at a regular meeting in which quorum is achieved. Section 4: List of Alteration and Amendments: A) 2/2/2019 – General re-write of existing AAAA by-laws B) 8/7/2021 – Updates and BoD Terms