BYLAWS of
Toledo Reef Aquarium Club (TRAC)
Created on April 18, 2006
ARTICLE I: NAME OF CORPORATION
1.01 Name of the Corporation
The name of the corporation shall be TOLEDO REEF AQUARIUM CLUB (TRAC)
ARTICLE II: PURPOSE, OFFICES AND FISCAL YEAR
2.01 Purpose of the Corporation
The purpose of the corporation is to encourage the growth of the aquarium hobby ("The hobby"); to educate and inform the members and the public about the care, keeping, and propagation of marine and freshwater fish and invertebrates; to promote and support efforts to eliminate abuses in collecting and transporting marine and freshwater organisms; to prevent abuse to marine and freshwater animals in general, and to conserve the marine and freshwater environment by promoting intelligent, planned management systems; to promote the growth of societies within the hobby which approve and reflect the goals of the corporation. The corporation is nonprofit and does not issue stock.
Section 2.02 Registered Office
The registered office of the corporation in the Commonwealth of Ohio shall be at P.O. Box 352665, Toledo, OH 43635 until otherwise established by a vote of a majority of the Board of Directors in Office (the “Board”), and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the articles of the corporation.
Section 2.03 Other Offices
The corporation may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the corporation requires.
Section 2.04 Fiscal Year
The fiscal year of the corporation shall begin on the first day of September in each year and end on the last day of August in each year.
ARTICLE III: DIRECTORS
Section 3.01 Powers
The Board shall have full power to conduct, manage, and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board.
Section 3.02 Qualification and Selection
Each director of the corporation shall be a member in good standing of the organization, and a natural person of full age. In the case of vacancies, new directors shall be selected by the Board.
Section 3.03 Number and Term of Office
The Board shall consist of four directors or more, as may be determined from time to time by majority vote of the Board. Each director shall hold office for one year and until his/her successor shall have been elected and qualified, or until his/her death, resignation, or removal. Each director's term shall begin at the close of the annual general organizational meeting held pursuant to Article VI, Section 6.02.
Section 3.04 Resignations
Any director of the corporation may resign at any time by giving written notice to the president or the secretary or the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.05 Vacancies
The Board may declare vacant the office of the president if he/she is declared of unsound mind by an order of any court, convicted of a felony, commits a fraudulent act, misappropriates funds, or for any other proper cause, or if within 30 days after notice of his/her election, he/she does not accept such office either in writing, or by attending a meeting of the board, or by oral acceptance at the general meeting.
Section 3.06 Interested Directors or Officers
No contract or transaction between the corporation and one of its members or directors, or officers, or between the corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or void able solely for such reason, or solely because the director or officer is present at, or participates in, the meeting of the Board which authorizes the contracts or transaction, or solely because his/her/their votes are counted for purpose if:
(1) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of the majority of the disinterested directors, even though the disinterested directors are less then a quorum; or
(2) The contract or Transaction is fair to the corporation as of the time it is authorized, approved or ratified by the Board.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in this section.
Section 3.07 Fees
There is no compensation for acting as director or officer or being on a committee. This does not prohibit the Board from compensating a director, officer, or committee person for his/her speaker's fee and travel expenses if so authorized by the Board, nor is the Board prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the corporation with authorization. This is not to restrict the Board from funding any authorized financial business of the corporation.
Section 3.08 Limitations and Indemnification of Personal Liability of Directors
A director of the corporation shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or any failure to take action when acting on behalf of the corporation, unless:
(a) The director has breached or failed to perform duties of his/her office;
(b) The breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
ARTICLE IV: OFFICERS
Section 4.01 Number, Qualification and Designation
The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, Webmaster and such other officers as may be elected in accordance with the provisions of Section 4.03 of this Article. An officer may not hold more then two positions concerning the offices of President, Vice President, Secretary or Treasurer. The President, Vice President, and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person shall be of full age. The officers and the Directors of the Board, therefore in sections of Article III are incorporated into this Article.
Section 4.02 Election and Term of Office
The officers of the corporation, except those elected by delegated authority pursuant to Section 4.03 of this Article, shall be elected annually by the members of the corporation via their appointed delegates. Each such officer shall hold his/her office for a period of one year and can be reelected for consecutive years. Each officer will hold his/her office until the annual general organizational meeting of the Board and until his/her successor has been elected and qualified or until his/her death, resignation, or removal.
Section 4.03 Subordinate Officers, Committees and Agents
The Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any such officer or committee the power to appoint subordinate officers and to retain or appoint employees, other agents, or committees, and to prescribe the authority and duties of such subordinate officers, committees, employees and agents.
Section 4.04 Removal
Any officer, committee, employee or other agent of the corporation may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such officer, committee or other agent, whenever, in the judgment of such authority, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Should any officer or director be absent from three consecutive regular meetings of the Board, they shall be removed without notice.
Section 4.05 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board, by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the unexpired portion of the term.
Section 4.06 General Powers
All officers of the corporation, as between themselves and the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by the Board.
Section 4.07 The President
The president shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Board. The president is chairman of the Board and spokesperson of the corporation. The president shall sign, execute and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer or agent of the corporation and, in general shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him/her by the Board.
Section 4.08 The Vice President
The vice president shall perform the duties of the president in his/her absence and such other duties as may from time to time be assigned to him/her by the Board or the president. The vice president is vice chairman of the Board.
Section 4.09 The Secretary
The secretary or assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and minutes of the meetings of the Board and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him/her by the Board or the president. The secretary shall prepare an agenda for the president prior to meetings.
Section 4.10 The Treasurer
The treasurer or an assistant treasurer shall have or provide for the custody of funds or other property of the corporation and shall keep a separate bank account of the same to his/her credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; and shall deposit all funds in his/her custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing his/her transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him/her by the Board, or the president. The treasurer shall prepare an annual report of the corporation, including all financial records, which shall be presented to the Board for inspection and approval. Said report is to be open for inspection by all members at the general meeting. Any member can request a reasonable current update of the corporation's finances if said request is made in writing to the treasurer and allows the treasurer thirty days to respond. The member is to pay for any expense occurred in obtaining said report that they so requested. The treasurer is to co-sign all checks over the amount of two hundred dollars ($200.00) with the president or vice president. The same person shall not co-sign the check if the treasurer holds the position of president or vice president.
Section 4.11 The Webmaster
The webmaster shall have or provide all updates to the website including meeting notices and general information changes; shall collect proper documentation for public use of graphics received by the corporation including their use time and purpose. Any early termination of public use of the graphics will be voted on by the board.
Section 4.12 Signatures
All checks, notes, bills of exchange, or other orders in writing, shall be signed by such person or persons as the Board may from time to time designate. Any check over the amount of two hundred dollars ($200.00) must be co-signed by the treasurer, and another director as authorized by the Board. If the Treasurer is unavailable for any reason the Board may designate an assistant treasurer to sign checks, under the Board's authorization.
Section 4.12 Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine or as stated in these by-laws.
Section 4.13 Salaries
The officers shall not receive salaries. The provisions of Section 2.07 of Article II are incorporated in this section to their full power and allowances.
Section 4.14 Contracts
Except as otherwise provided in these by-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
ARTICLE V: MEMBERSHIP, DUES and DELEGATES
Section 5.01 Membership
Members are bona fide Toledo Reef Aquarium Club, upon application for membership, and payment of annual dues, are approved and listed as members by the Board. Membership dues are to be determined by the Board.
Section 5.02 Dues
Dues shall be due to TRAC with the dues being paid in full at the beginning of the meeting. Any club joining TRAC will have voting rights immediately provided their dues are paid in full. In the case that there is not a TRAC that year then dues will be due on September 1st and will be considered in default after October 31.
Section 5.03 Delegates
Each member will have one delegate. Delegates are to be elected by the membership of their society according to each society's by-laws. It is the responsibility of the member society’s to inform the secretary of the Board who the official delegate from each society is. Any substitution of a delegate shall be reported to the secretary of the Board in writing if possible or at least via the telephone. If notice is by telephone the notice is to be given at least twenty-four hours before the general meeting by the president or secretary of the member society.
Section 5.04 Powers
Each official delegate, individual member, and director of the corporation, who are members in good standing, will have one vote on each item brought before them at the general meeting. Should a director also be his club's delegate, that person shall be entitled to only one vote. The individual member or club delegate must present at the general meeting to have the vote counted.
Said vote may be done in writing. A quorum for the transaction of business at the general meeting shall be 20% of the total of delegates and directors, who are present in person or by proxy or 10 delegates, whichever is lower.
Section 5.05 Individual Membership
The Board shall allow for individual members; however a purpose of the corporation is to promote the advancement of societies within the hobby. Individual members shall have voting privileges at the annual general meeting. Individual membership dues are to be determined by the Board. The Board will not discriminate based on race, ethnic or national origin, age, sex, sexual orientation, or religion.
ARTICLE VI: MEETINGS
Section 6.01 Organization
At every meeting of the Board, the president of the corporation or, in the case of a vacancy in the office or absence of the president, the vice president or treasurer shall preside and the secretary, or in the absence of the secretary, any person appointed by the chairman of the meeting shall act as secretary.
Section 6.02 Regular Meetings
Regular meetings shall be held at such time and place as may be designated by the Board. If the date fixed for any such regular meeting is a legal holiday under the laws of the State where the meeting is held, then the same shall be held on the next succeeding business day, or at such other time as may be determined by the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given.
Section 6.03 Annual Reports of the Board at General Meeting
The Board shall direct the president and treasurer to present at the annual general meeting of the corporation, a report showing in appropriate detail the following;
(1) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report and the last three quarters of the fiscal year if the annual general meeting falls within the last quarter of the fiscal year.
(2) The principal changes in assets and liabilities including trust funds, during the year immediately proceeding the date of the report.
(3) The revenue or receipt of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(4) The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by the corporation. The annual report of the Board shall be filed with the minutes of the annual general meeting.
Section 6.04 Special Meetings
Special meetings of the Board shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone, email or in writing at least twenty-four hours, by telephone, or forty eight hours by telegram or email, or five days by mail, before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.
Section 6.05 Quorum, Manner of Acting and Adjournment
A majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. The acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such.
ARTICLE VII: Sponsorship
Section 7.01 Sponsors
Sponsorship of this organization shall be open to anyone who is interested in the marine hobby and shares the values of TRAC.
Section 7.02 Application
Upon receipt of application and fee and Board of Directors approval the applicant(s) shall become sponsors.
Section 7.03 Amendments
The Board of Directors shall establish the application process and fees and retains the right to amend these at any time.
Section 7.04 Benefits
In return for their participation all sponsors will receive equal banner and forum space on TRAC's website, as well as additional benefits as stated in the sponsorship agreement. Sponsors will also receive acknowledgement at all formal events and be official individual members of TRAC.
Section 7.05 Removal
Sponsorship can be revoked at anytime, by a 2/3rds vote of the Board of directors, if deemed that the sponsor no longer shares the values of TRAC.
ARTICLE VIII: NOTICES, WAIVERS of NOTICE
Section 8.01 Notice, Waiver of Notice
Whenever written notice is required to be given to any person or organization under the provisions of the articles in these by-laws, it may be given to such person or organization either personally or by sending a copy thereof by first class mail, telegram, or email. An organization may designate a person to receive such notice, including the address and method by which the notice is to be sent and this information shall be forwarded to the secretary of the corporation. Failure to provide this information shall constitute waiver of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting.
Section 8.02 Amendment Proposal Contained in Notice
Whenever the language of a proposed resolution is included in the notice of a meeting, the meeting considering the resolution may, without further notice, adopt it with such clarifying or other amendments as does not enlarge its original purpose.
ARTICLE IX: COMMITTEES
Section 9.01 Establishing Committees
The Board may establish one or more committees, each committee to consist of one or more directors of the corporation. Committees shall act at the direction of the Board.
Section 9.02 Recording Proceedings
Each committee shall keep minutes of its proceedings and report such proceedings periodically to the Board.
ARTICLE X: AMENDMENT of BY-LAWS
These by-laws shall be amended or repealed, or new by-laws may be adopted, by vote of the majority of the voting members of the corporation at any general or special meeting. Such changes shall be made by two-thirds (2/3) of the votes cast. Such proposed amendment, repeal or new by-law, or a summary thereof, shall be set forth in any notice of such meeting, whether general or special. If said meeting is special then the notice requirement to the members must conform to the requirements of the general meeting. Any amendment, repeal or new by-law shall be filed with the appropriate governmental authority as required by law. If a proposed change in the by-laws is not sent out in advance with the official notice of said meeting, it may still be considered by the attendees, however in order to pass, it must be approved by a vote equal to two-thirds (2/3) of the total number of delegates entitled to vote, even if not present, or by a unanimous vote of those present, whichever is lower.
ARTICLE XI: DISSOLUTION
Section 11.01 Dissolution
In the event that the corporation is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid may be distributed to organizations that are themselves non-profit and thereby tax-exempt. This shall be determined by the organization's final board of directors.
Signatures:
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The President
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The Vice President
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The Secretary
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The Board Witness