Four Lakes SCUBA Club Inc. By-Laws
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Four Lakes Scuba, Inc. It is a nonprofit organization incorporated under the laws of the State of Wisconsin.
Section 2 – Purpose: Four Lakes Scuba, Inc. is organized primarily for social, charitable and education purposes. Among the purposes of this corporation are to support the recreational SCUBA diving community; to provide informational and educational activities to those who are engaged in recreational diving; to advocate for divers; to provide a forum for those who are interested in learning more about diving and the underwater environment.
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility for membership: Application for membership shall be open to any person who supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and payment of annual dues.
Section 2 – Diver Certification: Any member who wishes to participate in any dive activities of the club must be certified by a recognized dive training organization. In addition, members who are under the age of 18 years must have the written consent of a parent of legal guardian.
Section 3 – Annual dues: The amount required for annual dues shall be determined by the Board and approved by the members at the annual meeting of the full membership. Continued membership is contingent upon the payment of membership dues.
Section 4 – Rights of members: Each member shall be entitled to vote in any matter brought before the membership.
ARTICLE III – MEETINGS OF MEMBERS
Section 1 – Regular meetings: Regular meetings of the members shall be held monthly, at a time and place designated by the President.
Section 2 – Annual meetings: An annual meeting of the members shall take place in the month of January, the specific date, time and location of which will be designated by the President. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3 – Special meetings: Special meetings may be called by the President, or a simple majority of the board of directors. A petition signed by five percent of voting members may also call a special meeting.
Section 4 – Notice of meetings: Printed or electronic notice of each meeting shall be given to each voting member, by mail, or by e-mail not less than one week prior to the meeting.
Section 5 – Quorum: The members present at any properly announced meeting shall constitute a quorum.
Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the officers and committees. The board shall have up to 10, but not fewer than 5 members. The board receives no compensation other than actual, reasonable pre-approved expenses, approved.
Section 2 – Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.
Section 3 – Meetings and notice: The board shall meet at least monthly, at an agreed upon time and place. An official board meeting requires that each board member have written or electronic notice at least two weeks in advance.
Section 4 – Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting. Directors will be elected by a simple majority of members present at the annual meeting.
Section 5 – Election procedures: A Board Development Committee shall be responsible for nominating a slate of prospective board members representing the association’s constituency. In addition, any member can nominate a candidate to the slate of nominees. All members will be eligible to vote for each candidate, for up to 10 available positions each year.
Section 6 – Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 7 – Officers and Duties: There shall be four officers of the board, consisting of a president, vice-president, secretary and treasurer.
Their duties are as follows:
The president shall convene regularly scheduled board meetings, shall preside or arrange for other members of the board to preside at each meeting in the following order: vice-president, treasurer and secretary.
The vice- president shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Section 8 – Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 – Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10 – Special meetings: Special meetings of the board shall be called upon the request of the president, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
ARTICLE V – AMENDMENTS
Section 1 – Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.
These bylaws were approved at a meeting of the board of directors by a two thirds majority vote on January 14, 2015.
John Fafinski Secretary