UTMAS By-Laws
UTAH MARINE AQUARIUM SOCIETY (UTMAS)
By-Laws
Revised 1/30/2010
Article I
The name of this organization shall be the “Utah Marine Aquarium Society”, also known as UTMAS.
Article II
Purpose
The principal purpose of this organization is to be a Non-profit organization dedicated to promote and aid in every possible way the development, improvement, and preservation of marine aquariums of all kinds. This includes, but is not limited to, the cultivation of tropical reef fishes and invertebrates and the preservation and captive propagation; to be a forum in which to present and discuss conducted scientific researches for the culture of tropical marine aquaria; to collect the most recent information relating to the keeping of tropical marine aquaria; to disseminate information concerning the culture of tropical marine aquaria by means of exhibitions, lectures, publications, online forums and blogs or otherwise; to assist those engaged in the keeping of tropical marine aquaria by such presentations, discussions, and dissemination; and generally to extend the knowledge, culture, and appreciation of tropical marine aquaria of any kind and in any manner.
Article III
Membership Dues
The annual dues for members shall be in such amount as shall from time to time be determined by the Directors and Officers, and approved by a 2/3 vote of the membership present at the general monthly meeting. The UTMAS operates on a calendar year that runs from January 1st through December 31st. The annual membership cost shall be $30. The first year of membership shall be pro-rated (on a whole month basis) through the remainder of that year. All membership dues are non-refundable. A membership to UTMAS shall consist of one or more persons of the same household. The members of UTMAS shall consist of persons who are interested in the objects and purposes of the organization. Associate memberships shall cost $15, and are typically available to members in good standing of other marine aquarium organizations that are recognized for this purpose by the Officers of UTMAS. Associate members have all the privileges of regular members with the exception of voting. The Officers and Directors shall have the right to charge special fees as deemed necessary for the successful operation of the UTMAS or for special events.
Article IV
Voting
The President will appoint an Election Committee leader at the December Officers and Directors meeting. This person will recruit, from the general membership, as many members as they see necessary to conduct a fair election. There must be at least three (3) members in the Election Committee. Nominations will be held from January 1st through February 15th. Nominations can be made by any member in good standing, subject to the consent of the nominee, either via electronic means or in-person at the February meeting. A person may be nominated for more than one position. However, if the nominee is successful in receiving more votes than any other nominee, they may accept only one position. In this case, the nominee who receives the next greatest amount of votes in the declined office will be recognized as the winner.
All nominees for office must have been a member in good standing for at least six months prior to the election. Additionally, the Director positions of President, Vice President and Treasurer require having been a member for twelve months prior to the election. The position of President requires also having previously served a term as an Officer or Director of UTMAS.
Voting shall take place during the March Meeting of each year. Each membership that has been active for a minimum three (3) months, attended at least one (1) meeting in the prior twelve (12) months, and is in good standing as determined by the UTMAS leadership shall have one vote. Guests and Associate Members may not vote. There shall be voting by absentee ballot, organized and overseen by the Election Committee. There shall be no voting by proxy.
Voting will take place for the offices of President, Vice President, Treasurer and four (4) other Officers. No other direct assignment of roles will be decided in the election.
Election results will be determined by the Election Committee and announced by the end of the meeting in which the voting takes place. In the event of a tie, the members in attendance will be asked to vote again for this position, voting only between those tied for the most votes in the initial election. Any Vacancies during the year may be filled by the remaining Directors. Directors, Officers or any other position may be recalled by two-thirds vote of the Directors when they display an inability or unwillingness to perform their duties.
Officers and Directors are to work closely in cooperation with the newly elected Officers and Directors during the month of March for the smooth transition of the leadership. The newly elected Directors are to appoint the newly elected Officers to roles that will best serve the membership of UTMAS, announcing these positions at the regular April meeting. The newly elected Directors and Officers are to be installed at the regular April meeting taking full control on the 16th of that month. The newly elected leadership is responsible for the management of the UTMAS until April 15th of the following year.
Article V
Officers & Board of Directors
The Officers of the Society shall consist of President, Vice-Presidents, Treasurer, all of whom ex-officio shall be Directors, and wherewith referred to as Directors. Officers shall be elected annually by the members, and shall be members in good standing during their full tenure of office. The terms of office for the President and Vice-Presidents shall not exceed two consecutive years in the same office.
The following Directors, Officers and Roles may be reduced or expanded in name and scope as determined by a majority vote of the Board of Directors.
Directors:
PRESIDENT – It shall be the duty of the President to preside at all meetings of the UTMAS and of the Directors, and to see that the by-laws are enforced; to call such meetings as are herein provided to be called by the President; to have general supervision over all the affairs of the UTMAS, and at the monthly meetings to make a report. The President shall sign all written contracts and obligations, unless otherwise provided by special vote of the Directors, and no contract shall be valid and binding upon the UTMAS unless so signed.
VICE PRESIDENT – It shall be the duty of the Vice President to oversee the day-to-day operations of the club and make a monthly report to the officers and Directors. If the President is absent from any meeting, monthly regular or of the Board, the Vice President shall preside.
TREASURER – The duty of the Treasurer is to receive all moneys belonging to the UTMAS, to keep an accurate record of all income and disbursements, and to report in writing of such at each meeting of the Officers and Directors. A public record of the quarterly Treasurer’s Report shall be kept in the Member Library on the website and made available to all members in good standing. Accounts for the preceding fiscal year shall be audited by the Auditor or Auditors approved by the Directors. If the President and Vice President are absent from any meeting, monthly regular or of the Board, the Treasurer shall preside, provided there is a quorum present.
Officer Roles:
SECRETARY – The duty of the Secretary is to keep and maintain a true record of all meetings of the Officers and Directors (minutes), and of the UTMAS meetings as required. A public record of minutes shall be kept in the Member Library on the website and made available to all members in good standing.
MEMBERSHIP SECRETARY – The duty of the Membership Secretary is to keep a record of all the members and guests of the UTMAS, including names, addresses, phone numbers, and email addresses. The Membership Secretary shall have general charge of guest records and procedures, membership drives, and all correspondence soliciting for new or renewal memberships. All membership and guest fees are collected and noted by the Membership Secretary, and given to the Treasurer.
ACTIVITY ADVISOR – It shall be the duty of the Activity Advisor to organize activities including, as well as outside of, the regular monthly meetings. These activities may include, but are not limited to, Tank Tours, BBQ’s, Special Trips, Conferences or Specialty Demonstrations.
HISTORIAN – It shall be the duty of the Historian to compile information about UTMAS. The Historian shall compile this information in a manner that will allow future leadership or membership to view, enjoy and learn from year to year. The Historian shall appoint staff from the general membership to oversee the publication of newsletters, Articles and all other publications created by UTMAS.
OTHER POSITIONS – The Directors may appoint such positions with such duties as they see fit, and may delegate to such any of their powers.
If any Director or Officer is unable to attend any meeting of the Officers and Directors, they must inform the President and supply the President with a report to present on their behalf at the meeting. They also should do their best to find a substitute for any duties they may have at the meeting for which they will be absent.
Article VI
Meetings
General membership meetings shall be held monthly at a regular specified time and place. Information on all meetings and activities shall be made publicly available on the club website with ample advance notice.
Officer’s and Director’s Meetings
Regular Officer’s and Director’s meeting dates and times will be decided upon by the Officers and Directors. A quorum must be present to conduct an Officer’s and Director’s meeting, and consists of at least half of the Officers and Directors. The president may choose to cancel or postpone an Officer’s or Director’s meeting if a quorum is not present, but may not cancel more than one Officer’s and Director’s monthly meeting for two consecutive months. At every Officer and Directors meeting there may be motions that require a majority vote of the Directors and Officers present for passage.
Activities
Club activities that are held outside the regular monthly meetings are to be coordinated by the Activity Advisor as well as one of the Directors. Customary activities may be but are not limited to: member tank tours and picnics, local fish store tour, public aquarium visitations, workshops, fund-raisers, holiday pot-luck dinner and club date nights.
Article VII
Amendments
The by-laws may be amended or changed by a 2/3 vote of the membership present at any meeting provided due notice of the change has been given to the membership.
Article VIII
Bank Signature Cards
All checks, or electronic charges, made over $100 written by the UTMAS must be signed by two of the three following people: President, Vice President, or Treasurer. For amounts less than this amount, any single Director may sign.
Article IX
Dissolution
The UTMAS may be dissolved at any time if such a measure is confirmed by a 2/3 vote of the current body of Directors and Officers. In the event that the Utah Marine Aquarium Society is dissolved, the assets of the UTMAS shall be distributed as follows:
- Cash assets – All debts are to be paid as recorded by the Treasurer in order of least recent loan to be paid first. Remaining cash assets will be donated to one or more marine aquarium hobby clubs or research funds. The cash assets shall be donated in the name of the Utah Marine Aquarium Society.
- Non-cash assets shall be donated to one or more marine aquarium hobby clubs in the name of the Utah Marine Aquarium Society.
The distribution of all assets shall be decided by a majority vote of the Officers and Directors of UTMAS.
Article X
Temporary Leadership
Acting Board of Directors
Terence Fugazzi and Dave Anderson shall be appointed as the acting Directors of UTMAS, all holding equal responsibilities to the club as well as its members. By majority vote, this Board of Directors will fill the above Officer positions as worthy candidates are made available and until the following criteria are met.
- The official UTMAS membership consists of at least seventy (70) members (excluding associate members) in good standing (good standing meaning paid membership dues for a minimum 3 months, attended at least one meeting, and be in good standing on the club website)
- The date of January 1, 2011 has passed.
- Four (4) regular monthly meetings have been held with a minimum 30 persons in attendance (does not need to be 30 paid members)
Once these criteria have been met, a regular election will be held as described in Article IV on the next election cycle. The terms of service, up to that point, of this acting Board of Directors will not be calculated as time served in office in respect to term limits outlined in Article IV.
Article XI
Limitation of Liability
By joining the UTMAS, or by participating in UTMAS activities, or by reading UTMAS publications, an individual agrees to hold UTMAS and its Board members harmless for any loss, harm or consequential damage, no matter how caused, resulting from the individual being a member of UTMAS, or participating in any UTMAS activity, or acting or omitting to act as a result of information or advice received from UTMAS meetings, activities or publications.
Article XII
Robert’s Rules of Order
Robert’s Rules of Order shall govern the actions of the UTMAS. Where Robert’s Rules of Order conflict with the by-laws of the UTMAS, the by-laws shall have precedence.
