Formal Club By-laws/constitution for discussion

[Jhildebrand]

Input please

This was written based on the formula for organizations and borrowed from some of the most successful clubs from around the country. It is the basic operational layout and code of conduct/guide for how we'd operate.

Please feel free to contribute proposals for deletions, additions, and changes to anything. This can be however we want it to be. Anything and everything is up for change on here - if you don't like something, please make it known.

We can start with this template and vote on changes later. This is just basically a template for how the club operates and will be viewable on the new website. I have taken this from several dozens of pages I printed from club sites and conversations with state clubs. This is the best of what I found.

By-laws

Article I

Board of Directors

These are people that want a little bit of extra involvement to help make the club function. The work will be split pretty evenly between officers, and besides some meetings to conduct necessary club business, shouldn't be too much for anyone to handle. If you're not familiar, once the club is ready to go, we would nominate people we'd like to see for the positions, they will accept or decline said nominations, and we'll post an election poll for members to select the first board. Term to be decided...

Section 1 The Board of Directors shall consist of all elected Officers.

Five positions - normally one or two year term, depending on what we want. President, VP, Secretary/treasurer, Sponsorship chairperson, and Membership chairperson.

Section 2 A quorum of at least one half (1/2) of the Board of Directors must be in attendance in order to conduct business. The majority vote of those those present shall be required in order for the Board to vote on any business. In the event of a tie, the President's vote counts as 1.5 as a tiebreaker.

Any ideas can be submitted to the board. Once ideas are approved by the board money spent and event ideas we can decide to implement or not by paying current members through forum polls. The board, in my opinion should conduct business according to the will of the membership and not have the power to make things happen the masses do not want.

Section 3 The Board of Directors shall have the power to fill all vacancies occurring within its ranks during the Fiscal Year, in accordance with Article VII, Section 3, of the Constitution.

Section 4 No member of the club may act as agent for the club, or the Board of Directors without the written consent of the Board of Directors for a specific purpose.

Article II

Duties of Officers

Section 1 The President shall preside at all meetings, sign documents, co-sign checks, and be a member of all Committees.

Section 2 The Vice President shall, in the absence of the President, act as presiding officer. The Vice President shall be a member of all Committees and shall be informed of any business of said Committee so the he/she may present it to the board in the absence of said Committee Chairman.

Section 3 It shall be the responsibility of the Secretary to inscribe the proceedings of all meetings and to be prepared to read the specified records when requested. This office requires the maintenance of Club records, except those designated to other officers. When the President and Vice President are absent in any meeting, the Secretary shall preside. The Secretary shall also be responsible for maintaining copies of all correspondence as directed by the board.

In the spirit of transparency, all meeting info available to paying members via club website.

Section 4 The Treasurer shall keep in order financial records and/or books, tender by check recognized expenses incurred by the Club, and co-sign checks with the President, or the one other Board member designated by the Board. The Treasurer is required to present immediately prior to the end of the fiscal year, all financial records to the person specified by the Board of Directors for audit and shall include a written statement of the financial condition of the Club. The Treasurer shall also present a monthly financial report to the Board of Directors at anytime at the request of the President. The offices of Secretary and Treasurer may be combined.

Section 5 The Sponsorship Chairperson shall be responsible for securing paid sponsors for the club's website, as well as securing donations for club events, raffles, etc...

Section 6 The Membership Chairperson shall answer questions for inquiries on joining the club, receive membership forms, make sure LFS are stocked with club informational brochures, and keep the member roll current.

All dues to be received to club's paypal account. Dues that have to be paid by check to be deposited in same account.

Section 7 All Officers at the expiration of their term of office/appointment, or whether office/appointment is declared vacant, shall deliver to their successor all books, papers, monies, and other property in their possession belonging to the FVRC.

Going to need a webmaster too, I'm guessing? Any input would be appreciated since this is not an area I'm too familiar with...

Article III

Membership

Section 1 Application for membership in this organization shall be in writing on an official membership form, accompanied by dues, presented to the Treasurer via Paypal account.

Form on website as a PDF that can be filled out and emailed or printed and mailed to Mebership Chairperson. Maybe have Paypal account viewable to this position as well to finalize new members? Combine Membership and Treasurer?

Section 2 Regular members shall consist of those members over eighteen (18) years of age that are in good standing. Regular members are eligible to hold office and vote.

Section 3 Charter members shall consist of those members who joined the Club during its first year of existence. Charter members may hold office and vote.

Section 4 Family members shall consist of family members living in the same household. Members may include children (under the age of 18 only). Any child over 18 is required to have his/her own membership. Family members may hold office and vote. This will be restricted to one office and one vote per family.

Section 5 Student members shall consist of those members who are under eighteen (18) years of age. Applicants under fourteen (14) years of age cannot apply for membership unless a parent of guardian joins. Student members, regardless of charter membership affiliations, may not hold office or vote.

Section 6 Annual membership dues shall be set by the Board of Directors. This must be an adequate sum, enabling the Club to operate in an efficient, proper, and solvent manner in the service and best interest of its membership. Membership starts the first of the next month following receipt of dues.

Dues range from $15 to $35 a year for the majority of clubs, with couple/family memberships being about 1.5 times the cost of a single adult membership. Keep in mind that while it has to be reasonable, we can do more with more money. A $30 annual dues is only $2.50 per month. Considering what we spend in this hobby, this is a drop in the bucket. In my mind, we can easily get back dues through arranged discounts with stores/vendors and equip for use. Can easily do a poll thread and get opinions and votes for this.

Section 8 Members whose dues are not paid by their anniversary date, are to be considered delinquent and will be removed from the club roster with loss of rights and privileges of membership in the society.

Article IV

Committees

Section 1 The Board of Directors shall establish (upon the approval of the President) all Committees required to conduct the business of the Club.

Includes frag swaps, potential holiday party, trips, etc...

Section 2 All Committees shall perform the duties assigned to them. No member shall be compelled to serve upon more than one Committee at the same time. Any member of the Committee failing to perform his/her duties may be removed from such Committee by the Board.

Section 3 Remuneration, if any, shall be decided by the Board of Directors at the time the members of the Committee are selected. All Committees shall be paid upon receipt of bills.

Article V

Amendments to the By-laws

Section 1 All proposed amendments to the By-laws must be in writing and must list the Article and Section that is to be amended. All proposed amendments must be signed by three (3) active members and presented to the Board of Directors for consideration. If approved by the Board of Directors, the proposed amendment shall be submitted for a general vote.

Section 2 A two-thirds (2/3) majority of voting members shall be required to pass these changes on a poll vote to be available no less than two weeks on the club forum.

Article VI

Parliamentary Authority

Section 1 All matters not herein expressly covered by the Constitution and/or By-laws are hereby delegated to the Board of Directors.

 

[Jhildebrand]

Constitution

Adopted [date], 2010.

Article I

Name

Section 1 The name of the Club shall be Fox Valley Reefers Club (FVRC)

Can obviously change if we want this to have a separate identity from the current forum or there are complaints from those who do not wish to participate. For that matter, a separate forum could be operated if we so desire to separate club business and discussions. Up to the masses.

Section 2 The name of this Club shall not be used by any individual, or group for self representation, or self gain.

Article II

Purpose

Section 1 FVRC is a non-profit organization of dedicated marine hobbyists brought together by the desire to educate ourselves and others on the the keeping of marine life. Our objective is increasing the longevity and propagation of marine life in a controlled environment while helping others to avoid unecessary destruction and loss of life due to inexperience and misinformation. Though helping each other we can make this hobby more enjoyable for everyone.

Section 2 Under no circumstances may any part of the income of this Club be used to the benefit of any Officer or Member.

Section 3 Under dissolution of this Club, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Club, donate any remaining funds to [charitable reef organization of our choice]

Article III

Term

Section 1 The term of this Club is to be perpetual.

Section 2 The fiscal year of the FVRC shall be January 1st through December 31st. The Treasurer shall complete a financial report which must be presented to the Board of Directors no later than 30 days following the close of the fiscal year.

Article IV

Membership

Section 1 Membership in this organization shall be open to anyone who, by proper application, meets with the approval of the Board of Directors.

Section 2 Proper application for membership and amount of these shall be established by the Board of Directors of this Club and shall be set forth in the By-laws of this organization.

Section 3 The FVRC shall consist of five (3) classifications of membership.

Charter(Regular), Student, Family

Section 4 The FVRC reserves the right to revoke the membership of any member due to conduct considered detrimental to this Club. This action shall be carried out by the Board of Directors.

Article V

Meetings

Section 1 General membership and Board of Directors meetings shall be held as determined by the Board of Directors.

Article VI

Officers and Elections

Section 1 Elected Officers of the FVRC shall consist of the following and shall be elected every one (?) year: President, Vice President, Secretary, Treasurer, Membership Chairperson, and Sponsorship Chairperson. The offices of Secretary and Treasurer may be combined at the discretion of the Board of Directors.

Need to decide term length.

Section 2 Elections shall take place in the month of December of the election year. The newly elected officers shall assume office on January 1st of the next year. Nominations for officers shall take place in the month of November of the election year. At this meeting the President or Chairperson will ascertain from the Treasurer and Mebership Chairperson that all those nominated are qualified to run for office in accordance with the by-laws of this organization.

Section 3 Only members in good standing are eligible for office.

Section 4 Only members in good standing are entitled to vote at the annual elections as stated under the by-laws of this organization.

Article VII

Board of Directors

Section 1 The duly elected Officers as set forth in Article VI, Sections one (1) and two (2) shall comprise the FVRC Board of Directors. Each member of the Board of Directors shall have equal vote in the business of the Club. However, in the case of a tie, the President shall have the power of one and one-half (1.5) votes.

Section 2 It shall be the function of the Board of Directors to transact all business of the Club and make reports to the General Membership.

As well as post all information and decisions publicly for the membership on the club website.

Section 3 Any Board Member who misses three (3) consecutive Board meetings may be replaced by a majority vote of the Board of Directors. If it is an elected office, the President shall appoint an interim replacement until the next scheduled elections.

 

[Jhildebrand]

My head hurts from reading this 30 times and I already see a couple of things that aren't crystal clear. Help me edit as needed please...

 

[kesslerkid01]

the officers and board should be split as to the term say its a two year term you don't want to have everyone new to the board or to being a officer so to start the president and treasur have a two year term and say the secertey and commitee chairperson have a one year term just to get started then after they would all be two year terms with voting every year but for differnt positions
Also just a thought:
If as a club we do some sort of fund raising ie.clothes, brat fry, swap meet this would allow the club to generate a small amount of revenue to operate.More then just dues as the dues do not cover much.If you make the dues to high you will scare people away!some people don't mind paying a little to join a club because there may be benefits to doing so.but If you charge to much and said person can't attend even one function say a bus trip or something they may think that they are not getting any thing out of joining Keep it simple and affordable to all as we all spend alot on our hobby and times are tough right now maybe at a later date or time the members can visit dues and cost after the said club is up and a actual thing.

 

[Thunderstruck34]

Wow john, thanks for getting this all together. The only things that I have an issue really is with the name, in my understanding FVRC was never a really formal club with anything this formal. Kinda feel like we should distance ourselves from that as it is out of date perhaps? I also think that the terms should remain one year. Everything else looked pretty good to me.

 

[kesslerkid01]

awesome job John
also if a change is need to the by-laws it should be brought up to the board and then to the general members at two meetings with no one against changes then the people who possible missed the first meeting have a voice at the second meeting just something that came up in a few clubs i have belonged to.It was a big issue when it comes to spending the clubs money

 

[Jhildebrand]

My vote to a name change too. One more thing to get suggestions to vote on. I imagine we'll have a hefty list of polls for things by the time we're done.

Kris I see your point about the elections. Alternately, if we choose for a one year term the first month (January) would kind of be a handoff month from old officer to new, and the old officer for each position would be an advisor to the new one as long as needed. This is typically only an issue in organizations that are very involved. Initially we may not need much help after an election, but if we have a two year term something to think about.

LOL, if you go back to the big frackas last year on RC, i was one of the ones who objected because it seemd like there was no way this particular group could do this in a civil manner...

 

[Jhildebrand]

Yeah, on the dues. I get that too. It's a fine line. You need enough to be functional, but definitely want enough to operate a nice site and be able to buy a nice piece of equipment or two or have a speaker or whatever. If we have people willing to do fundraisers that's a big plus. All depends on the involvement level. You don't want several people that do all the work and get burned out either. It'll be interesting to see...

 

[kesslerkid01]

I think as for buying anything or worring about buying things we need to stay focused on the task at hand getting formalized and organized as there is more exspense'e then meets the eye:like a web site and or host and legal documentation,mailing stuff,all little things that are needed to run any club
looks to me that JOhn is spending alot of time on this!!WE ALL SHOULD BE THANKFUL...
THANKS JOHN

 

[Fishcrazy06]

I don't think there is really any legality issues to start out. We are keeping it low dollar as per say to avoid any of the legality I think. (am I wrong or right John)

The website hosting is not all that expensive either. I would suggest getting a poll going to for what people think is too much too pay. I would say with the amount of people we have interested I nominate 25 a yr to start!!!

Fundraising is an awesome idea. However, I think we need to get the club going and come back to that later. As for the equipment buying this can be done as a club with the members "chipping in" or by doing a frag swap. Equipment wise the only really pricey pricey thing I think we would think of to start out would be a PAR meter.

I may be rambling on in the wrong thread so feel free to move this John!

Second thing like you had pointed to John is shirts! That would be cool once we figure out a name is to do a group buy of several different size shirts to get going. The proceeds from the Tshirt sales or the xtra money from the shirts could go to the "kitty" for club equipment!

All in all I think we should first figure out if we want a 4 member, 6 member, 3 member set of "officers" or what. Then l do like the idea of having the President and V-Pres every 2 yrs and the "other officers" every 1 yr! May help get some different ideas, perspectives, and etc in to the club!

Sorry I haven't been active the last couple of days its been a kind of um....hectic week if you will. Also sorry for the rambling on in the thread as I was typing as I was thinking!

Eric

 

[Fishcrazy06]

I guess what I am trying to say after my long rambling post is I personally think we would be better off doing this a little more "generic" if you will and not getting it too in depth right off the get go. Lets get it going and then go from there. See where things will take us. We all agree we want a more formal club. We all want a say. The way it was originally discussed I think would be fine but yes I do believe we need some by laws if you will. However, I don't forsee us having to do mailings and etc....this is going to be a small non-profit non-money making group in my eyes any ways. When I say non-money making I mean we're not going to do this to make money but to better our resources as a whole

Eric

 

[Jhildebrand]

Well, right now we just have an idea thread and a by-law thread. If we can knock out the basic club structure by getting everyone's input, then we can move onto the website and take things in order of priority. I wanted the idea thread up so we had a place to put those items for later.

The being said and to keep this thread coherent, we should probably stick to revising what's on here and the ideas on the other thread to discuss later once the rest has been hashed out.

We can post individual polls for things like terms if we want. Also looking for ideas to keep this organized as we go along.

 

[jlinzmaier]

Wow!!! I'm not a person to diddle daddle, but you guys are trying to hit a home run on the first pitch. This is really getting rushed and many ideas are being thrown around with only a few peoples input. There isn't even a full list of who wants to be officially involved in any of the decision making and there is already people trying to direct traffic and guide how things go. I know we're all excited and many of us have great ideas, but if this isn't done in an orderly and organized fashion with everyone given an chance to provide input then it won't be anything close to the original idea of the majority rule democracy. I agree that some things need to be inititated and we need to start somewhere but rushing things isn't beneficial in any way. I've been on the threads most the day and I haven't even had a chance to read the info that you posted John, yet it's already being edited and changed based on idividuals feedback.

I want this as much as everyone else but if it isn't done properly it's destined to fail or at best be half ***ed.

Can I suggest that we start by establishing a sound list of the first involved members. Can we set a deadline to extend out for the next few days or a week and once we have that set group of people we can move forward to some decision making. Might I suggest that once a formal list of original members is established we then all get a chance to review the info that John posted and we can all provide input and guidance to how we want our bylaws to look.

*****EDIT*****
After we get an initial member list, we can do something like start a thread with the bylaws that we already have to work from, then indicate that eveyone has a set deadline (2days, 1week, 2weeks, whatever...) to contribute their input and change what they feel needs changing. After the deadline the bylaws will be set and if there are any major concpets that aren't agreed on then we can go forth with giving a few options and then let the majority make the decision. Might I also suggest that we don't try and create the whole aspect of the bylaws in one big chunk. Let's take portions of it so that there is a focus area and all aspects get properly addressed. Yes this is slow and nagging but this is how it needs to be if this is truly going to be set up as a majority rule concept with everyone getting equal say. If this takes us 2 months to set up the basics then that is much better than rushing through the most important parts and losing members because it was created by the input of a select few.

It's great to throw around ideas but creating the bylaws and basic formal structure without the input of those that want to be involved, your creating a situation in which a few people are making decisions for the majority instead of the majority making the decision. I think it's a great start but give everyone a chance to at least find out that there is a formal club being created before anyone decides the most integral formalities of the club.

Jeremy

 

[Jhildebrand]

OK

Just so you know, I have edited nothing so far except for a couple of spelling and grammar errors. It's a lot of info, but we can certainly give everyone a chance to chime in before any edits. If we want to break up the bylaws and constitution we can, but it will take forever and a day to get the input of everyone and move onto the next section. The by-laws vary only slightly between clubs and there shouldn't be much at all to debate outside terms and dues. If you're concerned this is too much too look at, check out any large club website and you'll pretty much see what is posted here. All we have to do is tweak it after we've all had a chance to read it.

Also, please remember that the bylaws can be changed at any time before or after electing a board.

 

[jlinzmaier]

I like the basics, but I feel there are many important aspects that need to be at least reviewed by all interested.

Let me break out a few important aspects which are all integral parts that I feel should at least be separated to be formally reviewed by the founding members.

The Board of Directors shall consist of all elected Officers.

Five positions - normally one or two year term, depending on what we want. President, VP, Secretary/treasurer, Sponsorship chairperson, and Membership chairperson.

Is there a need for five officers initially??

All dues to be received to club's paypal account. Dues that have to be paid by check to be deposited in same account.

Do we really want to donate money to pay pal when we pay our dues?? Is that the best route of payment collection???

Section 1 The name of the Club shall be Fox Valley Reefers Club (FVRC)

This is obviously a concern and the name creation is important to many.

FVRC is a non-profit organization of dedicated marine hobbyists brought together by the desire to educate ourselves and others on the the keeping of marine life. Our objective is increasing the longevity and propagation of marine life in a controlled environment while helping others to avoid unecessary destruction and loss of life due to inexperience and misinformation. Though helping each other we can make this hobby more enjoyable for everyone.

Are we really non-profit?? If we're using money to buy equipment for the club members to use is that really non-profit?? I don't know becuase I'm not a lawyer or accountant, but I think it should be investigated.

The FVRC reserves the right to revoke the membership of any member due to conduct considered detrimental to this Club. This action shall be carried out by the Board of Directors.

There is nothing in here defining what terms would deem it proper to revoke membership. That essentially gives the Board the ability to revoke membership under any circumstances and the member would have no chance for rebutle since there are no defined terms of acceptable membership activity nor is there any detail to undesireable actions which can result in revocation.

These are just a few suggestions I have for review. Obviously everything can be reviewed and changed in the future if needed. I only separted these portions because I feel like they truly need to be officially addressed.

None of these topics can be officially addressed until we have a set of founding members.

I'm going to make this suggestion and if anyone has an objection please speak up so we can discuss it and come to a conclusion. I think the next logical step is to establish the first set of initial members. I propose that we give people the opportunitiy to speak up and get their name on the list of "first involved members" and that THE DEADLINE WILL BE THE FIRST OF THE YEAR. Many people aren't going to be on the forums that often this time of the year and I don't want anyone to be left out. I also think that it's important to not include anyone more to the club until after the basic rules/bylaws and constitution has been established. Getting the basic groundwork established can be done in the first month of conception and we can move forward to addressing everyones ideas and suggestions for the club (all the fun stuff) after that.

Please tell all your friends and let them know that we are creating a formal club. If they don't get their name on the list before Jan 1st 2010 then the won't be included in the creation of the basic structure of the club and will therefore not have say in the initial decision making of the club structure. If anyone has an objection to setting this date please speak up. If there are no clear objections posted in the next three days, for the establishment of the formal list of members and the deadline being Jan 1st 2010, then I'll assume those interested are in agreement.

*****Edit (addition)****
Those whom wish to be included in the beginning list of involved members only need post a reply on this thread indicating that they wish to be involved.

https://www.reef2reef.com/forums/f229/click-here-formal-club-charter-member-32961.html


Thank you John and everyone else for all your input and efforts and energy to get this started. I just want to do this properly so it is a pleasing experience for all and I also want everyone to have equal say in the decision making.

Jeremy

 

[Fishcrazy06]

Jeremy just for your info I think John is one of them weirdo Bean Counters!!!! I tend to agree with Jeremy on this one though. I personally think we need some common easy to follow grounds set and then build off of there.

Eric

 

[Jhildebrand]

This will be my last two cents for a while, but to answer your questions Jeremy:

Is there a need for five officers initially??
Yes, the membership and sponsor spots are labor intensive and someone needs to focus a good amount of time on them - especially in the first year. This is also beyond the scope of the other three traditional positions that are absolutely necessary. It's about dividing the work. We're not exactly planning on hiring a marketing director for the club and we can't have every member trying to hit up stores/vendors for give aways or the result will be a disappointing trainwreck.


Is that the best route of payment collection???
Simply put, yes. This is after talking to treasurers at several clubs. No money needs to be handled and it goes straight into the account. Easy, convenient, and if it's done right, free.


Are we really a non-profit?
Yes, no matter what this club ever does it will be. There is not a single for-profit reef club in this country.

There is nothing in here defining what terms would deem it proper to revoke membership. That essentially gives the Board the ability to revoke membership under any circumstances and the member would have no chance for rebutle since there are no defined terms of acceptable membership activity nor is there any detail to undesireable actions which can result in revocation.
Obviously it would have to be extreme. This is a STANDARD statement that appears on every club's info. If it works for every other club it should not be a problem here. There are 4000 things people could do that would be cause for expulsion. By-laws are meant to be general rules and are supposed to fit on a page or two.

I agree with giving this until the holidays to give everyone a change to chime in with what they think, good or bad. I don't agree with limiting when the people can hop on board. Just my thoughts. I thing we've got more than enough to work with here and when anyone wants to address any part of the constitution/by-laws, we should probably start new threads and quote the section in question. This is already getting to long to read and comprehend.

 

[jlinzmaier]

Sounds great John. Thanks for the clarification on my questions!!

I don't agree with limiting when the people can hop on board. Just my thoughts.

After a second thought I guess this isn't a significant issue. I just thought there would be more clarity if the initial group would lay the groundwork. My thoughts were that if people get on board in the middle of decision making it may complicate things, but after a second thought I don't think it's a major issue. People may see how things are progressing and may then decide it is something they are interested in. I sure wouldn't want to turn anyone away.

It sounds like you've really done a lot of work researching other clubs and their policies. That effort is very much appreciated!!

I'll help in any way I can!!

Jeremy

 

[ReeferGoalie]

Definitely need the 5 board members, otherwise there's going to be too much for any single person to do. This is all free-time work, so the less for each person the more likely it is to get done, and get done properly.

This may sound odd, but I'm not sure I like the inclusion of the "charter member" portion of it. I can see this as a path to the thought process of "I've been here longer than you have been". Do we really want to even invite any of that? "Charter" indicates seniority and implicitly includes additional pull within the group. I guess I'm not sure how I'd feel as a member coming in down the road...that I essentially can't be a Charter Member...

You may want to look at different types of legal entities for the club. A true non-profit organization entails a lot of paperwork. There are plenty of club organiztions that may work and still be designed as a not-for-profit, though they're not a full-blown 501(c)(3) non-profit org.

 

[Jhildebrand]

501(c) = major pain in the butt and probably not necessary for us maybe ever. All the guys I talked to are in clubs that looked into it and decided against it. It's expensive and time consuming, with no benefit in the near future.

Well, we'd all be charter members by definition just for being there in the beginning, but there'd be no need to point that out as far as what type of member you are in the future. Thanks for the thought. I hope more people can post an opinion, even if it's just to say they're okay with what's posted so far