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 – Officers
- Article IV – Eligibility for Office
- Article V – Elections
- Article VI – Committees
- Article VII – Activities
- Article VIII – 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 is 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.
To hold meetings, functions and gatherings of all descriptions and to provide facilities of all types in furtherance of all or any of the objects of the Society.
To exchange ideas about aquarium life.
To increase and disseminate the knowledge of aquarium keeping as a non-profit service to aquarists everywhere.
To encourage the breeding, raising, and showing of tropical, marine and native fish.
To encourage the preservation of our tropical, marine and native 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, an officer of the organization or any private individual shall be entitled to share in the distribution of any of the organization’s assets on the 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:
PO Box 2204 Cedar Park, TX 78630
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, Social Chair and two Board Members at Large. The Governing Board shall consist of the Officers and the Directors, hereinafter known as the Board of Directors(B.O.D.).
Article VIII – Meetings
Section 1: Meetings
1. The President may cancel a meeting with the approval of a majority of the Board.
2. Special business or Emergency meetings may be called by the President if needed, and all board members shall be notified. Only business specified in the notice may be transacted at that meeting.
3. Officers, chairpersons, and board members are required to attend meetings as scheduled by the club, outlined in Bylaws Article IV
Section 2: Board Meetings
1. Board members shall receive notice of board meetings no less than 7 days in advance. The notice can include but is not limited to a digital notice, via the internet. The notice, sent by the Secretary, shall state the date, time, place, and purpose of the meeting.
2. Board meetings shall be held online or in person.
3. At all board meetings, the President, or in their absence, the Vice President shall preside.
4. Only board members shall attend unless a regular member is invited by a board member to attend. Regular members shall have no vote and shall address the board at the board’s request.
Section 3: General Meetings
1. General meetings shall be any meeting of general purpose and open to members. They may also be open to the public, but this is not a requirement of general meetings. General meetings serve the purpose of sharing information, such as updates, news, announcements, and upcoming events. General meetings shall also serve as an opportunity for members to have discussion and ask questions.
2. General meetings can serve as a platform to attract new members and promote membership in the hobby club. This includes providing information about membership benefits, signing up new members, and welcoming individuals who are interested in joining the club.
3. General meetings can feature educational sessions, presentations, or workshops on various aspects of the hobby. This can include demonstrations, guest speakers, panel discussions, or hands-on activities to enhance knowledge and skills related to the hobby.
4. At all general meetings, the President, or in their absence, the Vice President shall preside.
Section 4: Special or Emergency Board Meetings
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 board members. 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 board of directors to be voted upon. The board shall notify members no less than 48 hours in advance of the next meeting of any vote to be taken.
Article I – Meetings
The normal order of business shall be:
1. Call to Order: The meeting is officially opened by the presiding officer, usually the President. .
2. Approval of Minutes: The minutes from the previous meeting are reviewed and approved or amended.
3. Approval of Minutes: The minutes from the previous meeting are reviewed and approved or amended.
4.Officer Reports: Each officer or board member provides a report on their activities and any updates since the last meeting.
5.Old Business: Any unfinished business or unresolved matters from previous meetings are addressed and discussed.
6. New Business: New items for consideration and discussion are introduced by members or the board.
7. Financial Report: The treasurer presents a financial report, including a summary of income, expenses, and the overall financial status of the club.
8. Membership Report: The membership chair provides an update on membership numbers, new members, and any related issues.
9. Events and Activities: Upcoming events, activities, or projects are discussed, including planning, logistics, and volunteer assignments.
10. Committee Reports: Reports are given by committee chairs or members on the progress and activities of their respective committees.
11. Open Floor: Members are given an opportunity to raise questions, share ideas, or discuss any other relevant matters not already on the agenda.
12. Announcements: Important announcements, upcoming deadlines, and general information are shared with the members.
13. Next Meeting: The date, time, and location of the next meeting are announced, along with any specific agenda items or special considerations.
14. Adjournment: The meeting is formally closed by the presiding officer.
The order of business for each meeting may include this list of items, which can be subject to change at the discretion of the President. These items may or may not apply to every meeting and can be modified to suit the specific needs and priorities of each gathering.
Each order of business shall apply to the meeting when necessary, and may be omitted if not needed, this may change for each meeting.
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
Section 1: Joining the Society
Candidates for membership may join the Society through the website “gaastx.org” by submitting the required dues payment. Membership approval is not required, although all new members may be subject to approval by the presiding officers.
Members must be in good standing, adhering to the Constitution and Bylaws of the Society.
Section 2: Instructions to the Board
Members have the right to provide general or specific instructions, questions, or ideas to the Board. Instructions should be submitted in writing or addressed during a scheduled public general meeting. Instructions, suggestions, questions, and ideas, are to be presented during the “Open Floor” portion, if the aforementioned is on the agenda for that specific meeting.
Section 3: Family Membership
Family membership is defined as including no more than two adult members and all children up to and including 17 years of age.
Family memberships are entitled to two votes.
Upon reaching the age of 18, family members must obtain individual membership unless they are one of the two adult members of a family membership.
Section 4: Expulsion
Any member who deliberately violates the Constitution or Bylaws or brings injury or disrepute to the Society may be charged with misconduct.
Charges of misconduct against a member must be presented in writing to the Board.
Expulsion of a member requires a majority vote of the full Board.
Reinstatement of an expelled member may be permitted by the Board after a period of one calendar year and upon payment of a full year’s dues.
Section 1: Dues Structure
2. Membership dues will be renewed automatically after one year, unless canceled by the member.
3. Full payment of dues shall constitute reinstatement.
Section 2: Lifetime Membership
1. Lifetime membership may be purchased at a cost of $120 for a single membership or $180 for a family membership.
2. Lifetime membership may be purchased at a cost of $120 for a single membership or $180 for a family membership.
3. The attainment of 100 spawns or propagations, qualifying for the Grand Master level, shall entitle an individual to a single lifetime membership.
Section 3: Waiving Membership Dues
1. Eligible members may have the option to waive membership dues through volunteering or submitting a case for consideration.
2.Specific criteria and guidelines for waiving membership dues shall be established and communicated by the Board.
3. The decision to waive membership dues shall be made by the Board based on the merits of each case or the fulfillment of designated volunteer requirements.
Article III – Officers
Section 1: Duties of the Officers
The Officers of the Society shall have the following duties:
Duties of The President:
Duties of the Vice President:
Duties of the Treasurer:
Duties of the Secretary:
Duties of the Social Chairman:
Board Members at Large have no specific duties but are expected to assist the President and other Officers as needed.
Section 2: General Duties
The general duties of all officers, chairpersons, and board members shall include the following:
By adhering to these general duties, officers, chairpersons, and board members contribute to the effective governance, growth, and overall success of the nonprofit hobby club.
Section 3: Board Member Requirements:
2. Absences: The maximum absence threshold for board members is as follows:
3. Excused Absences: Excused absences may be granted for valid reasons, such as illness, personal emergencies, or professional commitments. The process of documenting excused absences should be done by the Secretary.
4. Prior Notification: Prior notification is required to be given to the President, or Secretary in their absence, if a board member is unable to attend or fulfill their duties.
5. Consequences for Excessive Absences: Consequences for excessive absences or failure to fulfill obligations may result in a period of review, probation, and in worse cases, termination from the board. If a board member has excessive absences, a formal discussion should be initiated by the board president or governance committee to understand the reasons for the absences and to address any concerns.
If the excessive absences continue or are deemed detrimental to the effective functioning of the board, the board may consider taking appropriate action, such as issuing a warning, requesting the board member’s resignation, or invoking a process for removal as outlined in the bylaws.
Performance Evaluations should be conducted quarterly by the President, to each officer, board member and chairperson.
Section 4: Term of Office
The term of office for all Officers shall be 12 month
5: Increase or Decrease in Number of Directors
The number of directors may be increased or decreased by a 2/3 vote of all Directors. No decrease in the number of directors shall shorten the term of any incumbent director. The number of directors shall be odd for majority voting purposes.
Article IV – 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 of at least 6 months. The presiding officers and current membership can vote on eligibility for a board position.
Section 1: Eligibility Criteria
Section 2: Limits on Holding Office
No member of this society shall hold more than one (1) elective office simultaneously.
Article IV – Elections
Section 1: Eligibility Criteria
Only members of the “GAAS” shall be allowed to vote at elections. Membership is defined as being a member in good standing who has met the society’s participation requirements.
Section 2: Election Procedures
1. The society shall provide multiple platforms for conducting elections, ensuring that both online and in-person options are equally qualified and accessible.
2. Elections of Officers and Board Members at Large will be held at the first regular general membership meeting of each year. In the event that the meeting is canceled, the elections should be conducted at the next available meeting.
3. If conducting the elections in person is not feasible or practical, the society shall utilize an online platform that allows for secure and confidential voting. This may include an online ballot or poll that is accessible to all active members.
4. The online platform used for conducting elections shall be designed to facilitate a fair and transparent process, maintaining the privacy and integrity of each member’s vote.
5. The society shall provide clear instructions and guidelines to members on how to participate in the online elections, including information on how to access the online ballot or poll and the deadline for submitting votes.
6. Elections of Officers and Board Members at Large will be held at the first regular general membership meeting of each year. In the event that the meeting is canceled, the elections should be conducted at the next available meeting.
7. The results of the elections, whether conducted online or in-person, shall be announced publicly in a timely manner, and the newly elected officers and board members shall assume their positions as stipulated in the bylaws.
8. The society shall maintain records of the election process, including the number of votes cast, the results for each position, and any relevant documentation or communication related to the elections.
Section 3: Nominations:
Any active member in good standing shall have the right to nominate themselves for a position on the board or as an officer.
Nominations can be made by submitting a self-nomination through the society’s designated platform or communication channels, which may include the official website, online forums, social media groups, or email.
The nomination period shall be communicated to the membership sufficiently in advance, allowing members ample time to submit their nominations.
The society shall ensure that the designated platform or communication channels are easily accessible to all members and provide clear instructions on how to submit nominations.
To promote transparency and engagement, the society shall publish all nominations received, including self-nominations, on the designated platform or communication channels.
Nominations shall include the name of the nominee, the position they are being nominated for, and a brief statement outlining their qualifications or reasons for seeking the position.
The nomination process shall be overseen by the election committee or a designated officer responsible for conducting elections, ensuring fairness and adherence to the bylaws.
Any questions or concerns regarding the nomination process shall be addressed by the election committee or the designated officer, providing clarification and guidance to members as needed.
Section 4: The general membership shall elect the following officers:
Secretary, Treasurer, Social Chair, and two Board Members at Large.Secretary, Treasurer, Social Chair, and two Board Members at Large.
Section 5: Voting Procedures
1. Voting for each office with multiple candidates shall be conducted by secret ballot.
2. In the case of in-person elections, officers shall be elected by a majority vote of the members present. A majority vote means that the candidate must receive more than half of the votes cast.
3. If, after the initial voting, there is a tie between two or more candidates, a runoff vote shall be conducted.
4. During the runoff vote, only the candidates who were tied in the previous round of voting shall be eligible for selection. This helps to narrow down the choices and focus the voting process on the candidates with an equal level of support.
5. The runoff vote shall follow the same procedures as the initial vote, ensuring the use of secret ballots and maintaining the integrity of the voting process.
6.The candidate who receives the majority of votes in the runoff vote shall be declared the winner for the respective office. This means they must receive more than half of the votes cast in the runoff vote to secure the position.
7. During the runoff vote, only the candidates who were tied in the previous round of voting shall be eligible for selection. This helps to narrow down the choices and focus the voting process on the candidates with an equal level of support.
8. The runoff vote shall follow the same procedures as the initial vote, ensuring the use of secret ballots and maintaining the integrity of the voting process.
6. The candidate who receives the majority of votes in the runoff vote shall be declared the winner for the respective office. This means they must receive more than half of the votes cast in the runoff vote to secure the position.
7. The results of the voting, including the outcome of any runoff vote, shall be announced to the membership in a transparent and timely manner.
8. Note that in the case of elections conducted online or through other remote methods, the voting procedures may be adapted to ensure a fair and secure process while adhering to the principles of majority voting and tie-breaking mechanisms as outlined in the bylaws.
Section 6: The order of voting shall be as follows
President, Vice President, Secretary, Treasurer, Social Chair, and Board Members at Large.
Section 7. All offices shall have a term of 12 months.
Section 8: Resignation and Vacancies
1. No person shall be nominated or elected to any society office without their full consent.
2. In the event of the resignation of the President, the Vice President shall assume the office of President, and a new Vice President shall be elected. In the event of the vacancy or resignation of any other Board positions, that position shall be filled by election at the next regular meeting.
3. A director may resign at any time by providing written notice to the Board or the President. The resignation shall take effect upon receipt by the board, and acceptance of the resignation shall not be necessary to make it effective.
A written statement, signed by the candidate, expressing their desire to accept a given office shall be read at the meeting where nominations are made on their behalf, in lieu of their personal attendance.
Article V – Committees
1. 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.
2. All committee chairpersons are appointed by the president and must be approved by a majority vote from the board of directors.
3. All committee chairpersons may appoint their own staff.
Article VI – Policies
Section 1: Society Name and Usage
No member shall use the Society’s name, “The Greater Austin Aquarium Society” or “GAAS,” without the approval of the Board of Directors (B.O.D.)
Section 2: Event Policies
Alcoholic beverages will not be provided by GAAS at any functions or events.Alcoholic beverages will not be provided by GAAS at any functions or events.
Section 3: Decision Making
Emergency decisions may be made by a vote of two-thirds of the Board of Directors.
Section 4: Financial and Compensation Policies
Members serving in elected or appointed capacities shall not receive any salary, gratuity, or financial payment for services performed without prior knowledge of the general membership.
Section 5: Non-Commercial and Non-Partisan Status
GAAS shall operate as a non-commercial, non-sectarian, and non-partisan society. It shall not engage in any commercial enterprise or endorse any political party or candidate.
Section 6: Attendance and Engagement
Officers and Board Members at Large who consistently miss meetings, both general and B.O.D., without prior notification to the President, may be subject to removal from the Board. However, absences from emergency meetings will not be penalized.
Section 7: Compliance with Laws and Regulations
No live plant or animal that is prohibited or illegal according to local, state, or national government rules or laws may be involved in any GAAS activity.
Section 8: Transition of Responsibilities
Upon leaving office, each officer shall transfer any materials related to their office to the newly elected official.
Article VII – Activities
1. Raffles will be held according to the laws applicable to any 501(c)3 organization in the state of Texas.
2. An auction may be held at general membership meetings, for general membership and guest participation.. Any proceeds from these auctions is to be accounted for and deposited in the Society’s monetary account by the Treasurer.
3. The purpose of the Breeders Award Program (B.A.P.) is to recognize outstanding achievements in the breeding of aquarium fish. It is also the purpose of the B.A.P. to encourage the 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.
4. The purpose of the Horticultural Award Program (H.A.P.) is to recognize outstanding achievements in the cultivation of aquatic plants. It is also the purpose of the H.A.P. to encourage the 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 VIII – Amendments
These by-laws may be amended or added to by a ⅔ vote of all board members. 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 B.O.D. to be voted upon. The Board shall notify the membership one week in advance of any vote to be taken. These by-laws are to be reviewed annually by the B.O.D. at a business meeting of the board’s approval.