California Betta Society

Articles of Organization And By Laws

September 2000 (revised from October 1996)

California Betta Society

Preamble

Whereas the Betta hobbyists and scholars of Northern California are in need of a regional club, affiliated with the International Betta Congress (IBC), this club is hereby formed by those hobbyists and scholars.

Articles

  1. Name
    1. The name of this organization shall be "California Betta Society."
  2. Purpose
    1. The California Betta Society, hereafter referred to simply as the "club," is a non-profit, fraternal organization, providing a congenial, family atmosphere for the study, conservation, exchange, and keeping of Betta species, and related anabantid fishes.
  3. Management
    1. Management of club affairs shall be through majority vote of the membership, but day-to-day management may be delegated to the Board of Officers.
    2. Secret club policies are strictly prohibited. Any policy shall remain in effect if it encounters no member opposition. Final decision on any protested club policy shall be decided by the membership, by majority vote, at any regular or special meeting. Any member may file such a protest, in writing, to the secretary, or by motion at any open meeting.
  4. Board Of Officers
    1. The Board of Officers, hereafter called the "board," shall consist of the four current elected officers and the immediate Past President, who shall preside as Chairperson of the Board.
    2. The board shall organize and conduct meetings, arrange for publications and meeting notices, organize and conduct special events, and oversee the relations with the IBC and other IBC affiliate clubs. Any significant club dealings (other than entering fish in shows or other such individual contacts) with foreign clubs shall be conducted only with the full knowledge and consent of the IBC.
    3. A quorum shall consist of three officers.
  5. Officers
    1. Officers shall be members in good standing of the club. At least three officers must also be members of the IBC.
    2. A nominating committee shall report a proposed slate of officers to the members at the October meeting. Nominations from the floor will be taken at that meeting. Election shall be by majority vote of the membership, either by mail-in ballot before the November meeting, or by secret ballot at the November meeting. Officers shall be installed and introduced at the November meeting, and start functioning before the January meeting. Term of office is the calendar year, January 1 to December 31. Committee appointments will be for the same term, and may be announced at the January meeting.
    3. In the event of the death, resignation, or disability of officers other than President, or the succession of the Vice President to the Presidency, the vacancy shall be filled by majority vote of the officers for the remainder of the term of office.
    4. The elected officers of the club, their duties and responsibilities and their authority are as follows:
      1. President: The President shall be the chief executive officer of the club, preside at general club meetings and special events, appoint all committees, preside over the board in the chairperson's absence, and shall have all such powers and duties as usually appertain to such office.

        The same person may not hold the office of President for more than two successive terms. If the President succeeds him- or herself, the term of office of Past President will also be extended for another year.

        With the cooperation of the other officers, the President shall develop club policy on significant issues as they arise, and shall communicate the policies to the general membership at meetings or through general publications.
      2. Vice President: The Vice President shall preside at meetings and events in the absence of the President.

        In the event of the death, resignation, or incapacity of the President, the Vice President shall succeed to the office of President for the unexpired term of office.

        The same person may not hold the office of Vice President for more than two successive terms.

        The development of speakers and programs for club meetings and the conduct of relations with the various study groups and with other clubs shall be a responsibility of the Vice President, plus such other reasonable duties as the President or board direct. The Vice President shall be Ex-Officio Chairperson of committees dealing with such matters.
      3. Treasurer: The Treasurer shall act as trustee and custodian of club funds and other property. Accurate records of all transactions shall be kept.

        The same person may not hold the office of Treasurer for more than two successive terms.

        A very brief summary of financial condition shall be reported to the membership at each meeting. Full records of all transactions shall be reported, in writing, to the board on a monthly basis. An inventory of club property, and record of disposition shall be kept and any changes reported as part of the monthly statement.

        Tax status and proper filing of such reports shall be the responsibility of the Treasurer.

        A budget shall be proposed annually for the coming calendar year, for approval by the new board. The outgoing Treasurer shall assist the incoming Treasurer in preparing this budget. The treasurer shall report the board-approved budget to the membership for their approval at the earliest opportunity, and in no case later than the second meeting of the new year.

        Approval of the budget by the members conveys consent for all budgeted expenditures and activities. No new expenditure of funds shall be permitted before the membership approval of the budget has been recorded by the Secretary.

        Approval of the budget by the members conveys consent for all budgeted expenditures and activities. No new expenditure of funds shall be permitted before the membership approval of the budget has been recorded by the Secretary.

        Copies of all Treasurer reports and activities shall be forwarded promptly to the Secretary to become a part of the club archives, and/or be published as deemed appropriate.
      4. Secretary: The Secretary shall be primarily a recording secretary and parliamentarian, plus carry out such other duties as the President or board may request.

        Accurate archival records of all club activity shall be prepared and maintained by the Secretary.

        The Secretary shall keep minutes of all meetings of the Board and of the Membership. A brief oral summary of both kinds of minutes for the preceding period shall be given at all regular meetings. Committees shall provide appropriate transcripts of their actions for the Secretary to include in club records.

        The current version of Robert's Rules of Order shall be in effect for conduct of all Board and Membership meetings. The Secretary shall provide a copy, and shall decide proper application of the rules at any meeting.

        The Secretary shall keep an accurate master calendar of club events, and remind other officers of upcoming actions that will need to be taken to assure that the activities are scheduled properly.

        The Secretary shall prepare, under direction of the President, an agenda for each meeting that will assure the most prompt conduct of business that must be completed.

        The Secretary shall send to all members meeting notices, or assure that they are included in a timely newsletter. Summary financial reports, and pending calendar events, shall be included in the newsletter. Copies shall be made available at meetings until a newsletter is started.

        There shall be no secret club records. Any member, on demand, shall be granted reasonable access to all information in the club archives.
      5. Past President/Board Chair: The immediate past president shall be an officer for the year following the term as president, serving as Chairperson of the Board.

        The Past President shall call and preside at board meetings as Chairperson.

        The chairperson shall arrange that most of the business of the club is conducted in the board meetings to free general meetings for their intended social, exchange, conservation and educational functions as much as possible.

        The Past President shall assist all officers in formulation of policy, and be a special consultant to the President on such problems.

        In the event of an even number of board members being present at a meeting, The Past President may cast one extra, deciding tie-breaker, vote.

        If the Past President must resign chair status for whatsoever reason, the board may appoint a new chair for the remainder of the term, with preference given to those who have previously held the position of President.
  6. Membership
    1. Membership shall be open to Betta fanciers of good character, who are otherwise eligible for good-standing membership in the IBC. Review of all applicants shall be conducted by the board, to assure a congenial and compatible group. Past controversy and actions that had proved detrimental to other clubs may be considered in not approving new memberships.
    2. There shall be three membership classes:
      1. Regular family membership shall include all members of the family residing in a single domicile. Reduced-rate Student memberships will be for individuals currently in good standing as students. Special individual membership shall be available for purposes described below.
      2. Families, sharing a single domicile and all meeting the above criteria, shall be admitted as a single member, but all of the family members may share in all club activities, including holding office. The family will designate the "voting" member, who will cast the single vote of the family unit. Failure of any one family member to meet the requirements of membership will require denial of the application of the entire family. Other members of that family may apply for special individual membership.
      3. Student memberships for bona fide students, shall be offered as reduced-rate individual memberships (not family memberships), with full club privileges for that student, only. No student membership shall be rejected solely due to the membership ineligibility of another member of that student's family.
      4. Special individual membership shall be for those individuals whose family may otherwise be ineligible for membership. Membership fees shall be the same as for a family membership.
      A quorum for a regular or special meeting of members shall be six.
  7. Discipline And Termination Of Membership
    1. Joining the club constitutes acceptance all club rules, including the disciplinary process.
    2. Fundamental club rule:
      1. Social deportment or language that is crude or offensive, stealing, lying, and cheating shall be forbidden.
    3. Membership may be suspended for:
      1. Conduct deemed harmful to the Purpose of the club.
      2. Intentional disregard of club rules.
      3. Failure to pay dues.
    4. Dues will be pro-rata refunded to expelled members for the unexpired portion of their annual dues.
    5. Other punitive actions may include (but are not limited to) removal from office, a one or more month suspension of membership, public reprimand, or small fine (never to exceed one year's family-membership dues).
    6. No person shall be disciplined or refused membership without an opportunity to appear before the board to hear the charges, and to offer arguments to refute them, or call witnesses to correct errors of fact. Hearings shall be held promptly. Records of all such board actions shall be promptly forwarded to the Secretary for disposition. Appeals to the membership shall be filed immediately, or the board decision stands.
    7. Rejection of an applicant or discipline of a member shall require three-fifths vote of the Board of Officers to be sustained. If an Officer is being charged, that Officer shall abstain from the vote. Upon request for appeal to the membership, by the accused or applicant, the question shall be decided by the members at the next scheduled meeting. A two-thirds plurality vote of those members present is required to sustain a recommendation to reject an application, or to censure or punish a member.
    8. The only closed club activity will be closed hearings of the board on membership approval or disciplinary matters. Only their findings of fact (e.g., "Violation of Section 7. Paragraph 3.2 of the Articles") and recommendations will be forwarded to the Secretary for inclusion in the public record. Care shall be taken to protect the reputation of those found unacceptable or disciplined by excluding any detailed reporting of the proceedings from the permanent record. The objective of the club, to maintain a congenial, family atmosphere, is to be considered the primary requirement in interpreting this paragraph.
  8. Definitions
    1. For the purposes of these Articles and By Laws, the word "shall" is obligatory, while "will" and "may" are only optionally binding.
    2. "Member" means an approved, paid-up member of the club, in good standing, and not under any pending disciplinary action.
    3. "Writing" or "written records" or "records" shall include printed, facsimile, and electronic data transfers or media as acceptable substitutes, provided that the format is compatible and useful to the membership in meeting the disclosure and archival requirements. The Secretary shall determine suitability, with approval of the board
    4. The IBC refers to the International Betta Congress and/or it's Board of Trustees.
  9. Approval, Amendment, and Suspension
    1. These Articles and By Laws shall be approved, suspended, or amended only upon vote of two-thirds of the members voting at a properly announced open meeting. Any future changes, after initial approval, must be published at least thirty days before the meeting where the vote is held.
    2. The overall Articles of Organization may be amended, but shall not be suspended under any circumstances. Bylaws may be so altered or suspended.

 

Bylaws

On September 29, 1996, the original draft was amended, by unanimous vote of the organizing meeting, to give a quorum for board and member meetings. No Bylaws have been passed. [As such events happen, the preceding sentence shall also be modified to show the status and effective date of the most recent changes.]

On September 14, 2000, the original draft was amended, by unanimous vote of the current officers, in the following parts:

        Addition of "At least three officers must also be members of the IBC." to Part 5, Officers.

        Addition of "If the Past President must resign chair status for whatsoever reason, the board may appoint a new chair for the remainder of the term, with preference given to those who have previously held the position of President." to Part 5, Officers.

1996 Author's Notes: -- Articles of Organization

Dedicated to putting the fish and companionship ahead of politics and dissension, this set of Articles and By Laws is presented to provide the close, informal, but effective, club we all desire. These Articles put severe restrictions on what the Officers may or must do, but are deliberately kept simple and unambiguous to restrict manipulation and maneuvering that can be so destructive of the desired club atmosphere.

The essence of the "Laws" presented here is absolute control of the club by the members at large, while still getting a lot of the "official" work done by some dedicated volunteers. If, at any time, the membership perceives that the Articles are not meeting this objective, it will be time for amendments. Always be cautious, in amending them, that the essential control-by-the-membership function is not damaged.

It is suggested that a rolling slate of officers has worked very well for many, many clubs. Skipping the Secretary, who can be the glue that binds the board through the years, the other offices might be filled by having a candidate serve as Treasurer the first year, VP the next, and President the third. The secretary also finds the work of a second, third or fourth year gets much easier as relationships with the revolving officers develop. All officers are made more effective by an experienced recording secretary (i.e., club nag).

At the end of the presidency, that large fund of experience can be kept semi-active for a fourth, "light-duty" year as Board Chairperson. This is also a wonderful way to avoid the burnout most club Presidents experience.

Each year, the nominating committee only needs to find one new candidate who will agree to try to keep the rotation going. Other, unexpected, replacements will, of course be required, but the committee should always work back toward a simple rotation. Rotation is rapid enough to bring in new blood, but gradually growing experience makes all the jobs easier. Those leading have been there themselves and followers know their day is coming. In particular, it keeps the crucial financial operations turning over, so an audit is automatic every single year, as the new officer replaces the old.

Early By Laws will be needed for auction procedure and auction ethics, and, perhaps, the establishment of standing committees. Use caution creating functions beyond control of the board and majority member decision.

The task of preparing these articles was obviously beyond the capability of one person. I recruited Amit, Schelly, Cat, Todd and Judy to back me up on this. We owe them a thank you for the efforts they have expended on our behalf.

Respectfully submitted for your consideration on October 20, 1996 at Milbrae, California,

 

Wright H. Huntley

P.S. to the committee: The predecessor to this document has been massaged by the NCKC committee, pretty thoroughly, so I sincerely hope it is close to what we need for next Sunday (so we can get on with it). Let me know quickly of anything we can't live with. (e.g., violates IBC policy, etc.) We can always change it later if it doesn't work.


2000 Editor's Notes: -- Articles of Organization

The draft Articles of Organization that Wright very kindly provided for me look very straight-forward and well thought-out. The amount of effort and research done for the originals cannot be ignored.

I made a few minor grammatical changes and a few content changes, outlined in the section under 'Bylaws'.

Respectfully resubmitted for CBS members consideration on 15 September 2000, from Sunnyvale, California,

 

Larissa A. Williams

CBS President 2000 by election at the January 2000 meeting as recorded in the Minutes

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