CONSTITUTION & BY-LAWS
Table of Contents
- Article I – Name
- Article II – Purpose
- Article III – Membership
- Article IV – Dissolution
- Article V – Address
- Article VI – Liability
- Article VII – Officers and Directors
- Article VIII – Meetings
- Article IV – Committees
- Article V – Amendments
- Article I – Meetings
- Article II – Membership
- Article III – Dues
- Article IV – Officers
- Article V – Eligibility for Office
- Article VI – Elections
- Article VII – Policies
- Article VIII – Activities
- Article IV – Amendments
Article I – Name
The name of this organization will be Greater Austin Aquarium Society, hereinafter abbreviated as G.A.A.S. or GAAS. When necessary the organization will also refer to itself as GAASTX to differentiate itself from regional clubs outside of Texas that might use the same acronyms. In this document it will be understood that references to the “club”, “organization” or “society” will all be intended to mean Greater Austin Aquarium Society.
Article II – Purpose
The purpose of “GAAS” shall be to promote and share the knowledge of freshwater and marine life systems in the interest of the preservation of these species. Notwithstanding any other provisions of these articles, the organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by any organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of any subsequent tax laws. No part of the net earnings of the organization shall insure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization), and no member, trustee, director, officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on dissolution of the organization. No substantial part of the activities of the organization shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501(h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.
Article III – Membership
Membership is open to any person who is interested or involved in the hobby of freshwater or marine life forms.
Article IV – Dissolution
In the event of the dissolution of the Society, all assets shall be sold at auction and all monies from the sale and the balance of the treasury, after payment of any outstanding obligations, shall be distributed to a non-profit organization, fund, or corporation in the great state of Texas, which is organized and operated exclusively for charitable, educational, religious and/or scientific purposes which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code, and whose purpose is to further awareness of the hobby and/or provide education related to aquatic life forms, or to a public or charitable organization recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or a state or local government for a public purpose in the manner determined by the Board of Directors.
Article V – Address
The address of the Society for the purpose of mailings, billings, renewals and advertisements is:
Greater Austin Aquarium Society, 208 Baldwin St. Hutto TX 78634
Article VI – Liability
No Officer or Board Member at Large shall be held personally liable for any bills or obligations of the “GAAS”, past or present, except for payment of their own dues.
Article VII – Officers and Directors
Officers shall consist of the President, Vice President, Treasurer, Secretary, and three Board Members at Large. The Governing Board shall consist of the Officers and the Directors, herein after known as the Board of Directors(B.O.D.).
Article VIII – Meetings
- The regular meeting shall be once each month. A regular meeting may be cancelled by the President with the approval of a majority of the Board.
- Regular business meetings shall be held each month between regular meetings either online or in person.
- The annual meeting shall be the regular April meeting.
- Special business meetings may be called only by the President, if needed, and all board members shall be notified. Only business specified in the notice may be transacted at that meeting.
Article IV – Committees
Committees shall be formed or dissolved by the Board of Directors. The committees can consist of Board members and voluntary general members. The number of people on a committee is to be determined by the chairperson. The Board of Directors shall vote on a person(s) to chair such committees, said chairperson(s) will provide either in person or in writing the status of that committee’s progress at each general meeting until that committee has completed its purpose or been dissolved by the Board of Directors.
Article V – Amendments
This constitution may be amended or added to by a two-thirds vote of all active members in attendance at a regular membership meeting. Any member can propose an amendment to the “GAAS” constitution. The proposal shall be in writing to the Board of Directors. If the Board determines it to be a worthy proposal, it shall be brought up to the general membership to be voted upon. The Board shall notify the general membership one month in advance of any vote to be taken.
Article I – Meetings
The normal order of business shall be:
- President Call Meeting to order
- Secretary’s Report
- Treasurer’s Report
- New business and announcements by the President
- Old business by the President
- Introduction of the speaker
- Program of speaker
- Motion for adjournment
The presiding officer may change, at his or her discretion, the order of business. Auctions shall not necessarily happen at each meeting. The president shall decide if auctions will be held at each month’s meetings and notify the board as well as the society.
Article II – Membership
- Candidates for membership may join the Society upon written application accompanied by payment of the prescribed dues.
- Members may provide general or specific instructions for the Board and shall have authority to alter or reverse any decision of the Board by a vote of a majority of the members in attendance.
- Family membership shall be defined as no more than two adult members and all children up to and including 17 years of age. Family memberships have the authority of two votes. 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.
- Expulsion. Any member who deliberately violates the Constitution or Bylaws or willfully brings injury or discredit to the Society may be charged with misconduct. Charges of misconduct of a member shall be presented in writing to the Board. Expulsion shall be a majority vote of the full Board. Reinstatement after a period of one calendar year may be permitted by the Board after payment of a full year’s dues.
Article III – Dues
- Dues for membership shall be: Individual Member – $20; Family Membership – $24. Membership will be prorated as necessary so that dues are renewed in January of each year. Any member whose dues are unpaid two months after becoming due shall be dropped from the rolls automatically. Full payment of dues shall constitute reinstatement.
- Lifetime membership may be purchased at $120 for single membership or $180 for family membership. Lifetime membership may also be earned via participation in the BAP or HAP programs. Attainment of 100 spawns or propagation’s (Grand Master level) shall be awarded single lifetime membership.
Article IV – Officers
- Duties of the President. The President shall preside at all meetings of the Society and exercise general supervision over the activities of the Society; shall have authority to appoint and remove committee chairpersons with ratification of the membership; shall have authority to call special meetings; shall be ex-officio member of all standing committees and shall provide the second signature on checks along with the Treasurer.
- Duties of the 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.
- Duties of the 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 be responsible for the collection of all monies due to the Society; shall notify members when dues are delinquent; shall keep a record of all requests and authorizations for payment; shall make payments from the general treasury upon authorization of the Board; shall keep charge of the Society 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 January budget meeting. All requests for general funds, or reimbursements of expenses, shall be submitted to the board for approval.
- Duties of the Secretary. The Secretary shall keep a record of all minutes of the Society’s regular and business meetings, and shall publish the minutes in the Society newsletter.
- Board Members at Large. The Board Members at Large have no specific duties, but assist the President and other Officers as needed.
- The term of office for all Officers shall be one year.
Article V – Eligibility for Office
Any adult member in good standing shall be eligible for office in this society. The positions of President, Vice President, and Treasurer may only be filled with an active member (having attended at least eight of the last twelve meetings) of at least one year.
Article VI – Elections
- Only active members of the ” GAAS” shall be allowed to vote at elections.
- Elections of Officers and Board Members at Large will be held on the first regular general membership meeting in January of each year.
- A nominating committee, whose chairperson shall be appointed by the President, shall present a slate of nominees for office to the membership at the regular meetings, two months (November) and again at one month (December) prior to the annual meeting (January). Additional nominations may be made from the floor at these times, after which nominations will be closed. Nominations must also be published online in the Facebook group.
- The general membership shall elect the following officers; President, Vice-Preside`nt, Secretary, Treasurer and three Board Members at Large.
- Voting shall be by secret ballot for each office where there is more than one candidate, otherwise a voice vote can be taken. Officers shall be elected by a majority vote of the members present. In the case of a tie vote, a runoff vote shall be taken.
- All offices are to be for a period of one year.
- No person shall be nominated or elected to any Society office without that person’s full consent.
- 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. In the event of resignation of any other elected officer, that position shall be filled by election at the next regular meeting.
Article VII – Standing Committees
- As dictated by the constitution committees shall be formed or dissolved by the Board of Directors at any board or general meeting. However, certain standing committees shall always persist.
- All committee chairpersons are appointed by the president and must be approved by a majority vote from the board of directors.
- All committee chairpersons may appoint their own staff.
- Show Committee
- shall be responsible for all matters pertaining to shows, annual shows, rules, correspondence, judges, etc.
- Program Committee
- shall be responsible for providing a program for all general meetings and shall be allowed a budget for renting programs if necessary.
- Publicity Committee
- shall be responsible for providing publicity for the Society, i.e. providing posters to pet shops, issuing meeting notices to pet shops, issuing meeting notices to media outlets, and any other means of promoting the Society
- BAP/HAP Committee
- shall administer these programs according to the published rules.
- Auction Committee
- shall administer the auctions
Article VII – Policies
- No member shall use the Society’s name, The Greater Austin Aquarium Society or ” GAAS” without the B.O.D. approval.
- Alcoholic beverages will not be supplied by ” GAAS” at any functions.
- Emergency decisions may be decided and made by a vote of two-thirds of the Board of Directors.
- At no time shall any member receive any salary, gratuity or other financial payments for services performed in any elected or appointed capacity without prior knowledge of the general membership.
- This Society shall be non-commercial, non-sectarian and non-partisan. It shall have no commercial enterprise or endorse any political party or candidate.
- Any Officer or Board Member at Large missing three (3) consecutive meetings, both general and B.O.D. in any combination, without prior notification to the President shall be removed from the Board.
- Any live plant or animal prohibited by the state of Texas through rules or laws may not be involved in any ” GAAS”activity.
- Upon leaving office, each officer will pass on to the newly elected official, any materials that are related to his/her office.
Article VIII – Activities
- A raffle may be held at each meeting. All money is to be collected by the Treasurer and added to the Society’s monetary account.
- A monthly auction may be held at general membership meetings, for general membership and guest participation. An annual or semi-annual ” GAAS” auction may be held and is open for vendor and public participation. Any proceeds from these auctions is to be accounted for and deposited in the Society’s monetary account by the Treasurer. No fish that has been surgically altered (Examples of which are, but not limited to, dying, tattooing or trimming of fins) may be entered in any ” GAAS” auction.
- The purpose of the Breeders Award Program (B.A.P.) is to recognize outstanding achievement in the breeding of aquarium fish. It is also the purpose of the B.A.P. to encourage distribution of aquarium fish, sharing of breeding techniques and participation by Society members. A copy of the B.A.P. rules and fish points are available for all members on the club website or from the B.A.P. Chairperson.
- The purpose of the Horticultural Award Program (H.A.P.) is to recognize outstanding achievement in the cultivation of aquatic plants. It is also the purpose of the H.A.P. to encourage distribution of aquatic plants, sharing of propagation techniques and participation by Society members. A copy of the H.A.P. rules and plant points are available for all members in the club library or from the H.A.P. Chairperson.
Note: Rules for all Activities and the Constitution and By-laws may be found on the GAAS website.
Article IV – Amendments
These by-laws may be amended or added to by a two-thirds vote of all active members regular membership meeting. Any member can propose an amendment to the ” GAAS” by-laws. The proposal shall be in writing to the B.O.D. If the Board determines it to be a worthy proposal it shall be brought to the general membership to be voted upon.If, for whatever reason, the board finds the proposal to be unworthy, the member can, if they wish, bring the proposal to the general membership at a regular monthly meeting. At this time the membership can vote by a simple majority to consider the amendment. If consideration is approved the process will continue as if approved by the board The Board shall notify the membership one month in advance of any vote to be taken. These by-laws are to be reviewed annually by the B.O.D. at the April meeting of the Board.