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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
- Name
- The name of this organization shall be "California Betta Society."
- Purpose
- 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.
- Management
- 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.
- 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.
- Board Of Officers
- 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.
- 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.
- A quorum shall consist of three officers.
- Officers
- Officers shall be members in good standing of the club. At least
three officers must also be members of the IBC.
- 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.
- 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.
- The elected officers of the club, their duties and
responsibilities and their authority are as follows:
- 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.
- 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.
- 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.
- 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.
- 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.
- Membership
- 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.
- There shall be three membership classes:
- 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.
- 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.
- 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.
- 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.
- Discipline And Termination Of Membership
- Joining the club constitutes acceptance all club rules, including the disciplinary process.
- Fundamental club rule:
- Social deportment or language that is
crude or offensive, stealing, lying, and cheating shall be forbidden.
- Membership may be suspended for:
- Conduct deemed harmful to the Purpose of the club.
- Intentional disregard of club rules.
- Failure to pay dues.
- Dues will be pro-rata refunded to expelled members for the unexpired portion of their annual dues.
- 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).
- 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.
- 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.
- 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.
- Definitions
- For the purposes of these Articles and By Laws, the word
"shall" is obligatory, while "will" and "may" are
only optionally binding.
- "Member" means an approved, paid-up member of the
club, in good standing, and not under any pending disciplinary action.
- "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
- The IBC refers to the International Betta Congress and/or it's Board of Trustees.
- Approval, Amendment, and Suspension
- 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.
- The overall Articles of Organization may be amended, but shall
not be suspended under any circumstances. Bylaws may be so altered or suspended.
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.
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.
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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