BYLAWS
OF
DIVING REBELS SKIN DIVING CLUB INC.
Revised: October 2003
ARTICLE I - PURPOSE (Top)
The purpose of the club is stated in the Article of
Incorporation.
ARTICLE II - OFFICES (Top)
The Principle office of the corporation shall be in the
city of Arlington, Tarrant County, Texas, where the registered
agent's office shall be maintained in accordance with the Texas
Non-Profit Corporation Act. Such Address of the registered office
may be changed from time to time by the Board of Directors.
ARTICLE III - MEMBERS (Top)
1. There shall be the following classes of members:
A. CHARTER MEMBERS: Those members in good standing who
established Diving Rebels Skin Diving Club.
B. REGULAR MEMBERS: All duly accepted members with a Nationally
Recognized Certification as a skin or scuba diver.
C. HONORARY: Those persons granted honorary membership upon vote
of the Board of Directors for meritorious reasons.
D. FAMILY MEMBERS: Any Individual that resided in the same
household as the member may become a member of the Club upon
payment of
dues as set. Such member shall not be eligible to hold office in
the club, vote, receive a newsletter or membership packet &
shall not pay any initiation fees.
E. AFFILIATE MEMBERSHIP: Any independent group or organization
whom this corporation shall allow to use the Club name.
Such membership shall be non-voting and subject to such
conditions or special dues as may be set by the Club's
membership.
F. LIFETIME MEMBERS: Any member given Lifetime Membership by a
vote of the majority of the voting members present at a regular
meeting for contributions or meritorious service to the
corporation.
2. All members shall be elected by unanimous vote of the Board of
Directors. All proposed members shall be required to present a
signed
application and statement attesting to their physical
qualifications for diving and such initiation fee and dues as may
be set by the Club membership.
3. The Membership Committee may require the proposed new member
to dive with a member of the membership committee and/or present
a
physician's statement of physical ability if the committee deems
if advisable.
4. Resignation from the Club shall be made in the same manner as
provided for initial membership.
ARTICLE IV - MEETING OF MEMBERS (Top)
1. Monthly meeting of the Club membership shall be held
once each month at such a place and time as may be designated by
the Board of Directors.
2. Special meetings of the Club membership may be called by the
President or the Board of Directors upon five (5) days written
notice to each club member.
3. A quorum for all meetings shall consist of twenty percent
(20%) of the number of regular members entitled to vote.
4. Votes may be made by a signed, proxy or absentee ballot.
ARTICLE V - CERTIFICATION OF MEMBERSHIP (Top)
The Board of Directors may provide for the issuance of
certificates evidencing membership in the Corporation.
ARTICLE VI - DUES (Top)
1. The regular members may determine from time to time
the amount of the initiation fee, if any, and the annual dues
payable to the Corporation
by members of each class with One month written notice to Regular
members.
2. Dues shall be payable by the thirty-first of January of each
year. Members failing to pay before the March meeting shall be
dropped from membership.
New members joining after July first (1st) will pay one half
(1/2) of the current annual dues plus the full initiation fee.
ARTICLE VII - VOTING (Top)
The voting membership shall be composed of members who
are current in dues and obligations for the preceding year and
Lifetime members. Voting members must be certified divers by a
recognized certification agency.
ARTICLE VIII - OFFICERS (Top)
1. The officers of the corporation shall be President,
Vice-President, Secretary, and Treasurer who shall be elected for
a one-year term. To be nominated
or elected to be a club officer, a member must have been a member
in good standing and have attended at least three (3) meetings
and three (3) club
dive outings between Jan 1 and the October meeting, inclusive.
2. Any vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term subject to
approval of the majority of
the members in attendance at the next regularly scheduled
meeting.
3. Any officer may be removed by a two-thirds (2/3) vote of the
regular members present at regular meeting.
4. Any officer not in attendance at either three (3) membership
meetings consecutively or three (3) board meetings consecutively,
or four (4)
outings consecutively, will open the option of the Board of
Directors to declare that (his/her) office vacant.
ARTICLE IX - BOARD OF DIRECTORS (Top)
1. The Corporation shall be managed by a board of
directors. The Board of Directors shall consist of the current
corporate officers, the Activities
Chairperson, and two General Directors. The Activities
Chairperson shall be elected to a one-year term and the General
Directors shall be elected in
alternate years to two-terms. To be nominated or elected to be a
club officer, a member must have been a member in good standing
and have attended at least
three (3) meetings and three (3) club dive outings between Jan 1
and the October meeting, inclusive. Nomination of board members
shall be made at the
October club meeting and election held at the November meeting
each year.
2. The Board of Directors shall meet at such time and place as
called by or at the request of the President or any two (2)
directors provided at least two (2)
days notice shall be given to all members of the Board. Any
Director may waive notice of such meeting and attendance by a
director at a meeting shall
constitute a waiver of notice.
3. A majority of the Board of Directors shall constitute a quorum
for the transaction of business by the Board.
4. Any vacancy in the Board of Directors shall be filled by
election of the Board of Directors themselves subject to the
approval of the majority of the
regular members in attendance at the next regularly scheduled
meeting.
5. Any board member may be removed by a (2/3) vote of the regular
members present at a regular meeting.
6. Any board member not in attendance at either three (3) club
membership meetings consecutively or (3) board meetings
consecutively, or four (4) club
outings consecutively, will open the option of the Board of
Directors to declare that (His/Her) office vacant.
ARTICLE X - DUTIES OF OFFICERS AND BOARD OF DIRECTORS (Top)
1. The President shall be the principle executive officer
of the Corporation and shall preside at all the meetings of the
membership and the Board of
Directors. He may sign, with the signature of any other Officer
of the Corporation authorized by the Board of Directors, any
contracts or instruments which the Board of Directors may
authorize him.
2. The Vice-President shall serve in the place of the President
in his inability, absence, or refusal to act. He shall also serve
as New Member Coordinator and
is responsible for furnishing new members with such materials
that are provided for by the initiation fee.
3. The Treasurer shall keep an accurate record of the Club's
financial affair and make reports to the membership and the Board
of Directors when called upon to do so.
4. The Secretary shall keep minutes of all meetings of the
membership and the Board of Directors in books provided for that
purpose; shall see that all notice
are duly given in accordance with the provisions of these Bylaws
or as required by law; shall be the custodian of the corporate
records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to such documents as necessary and perform such other duties as
assigned to him by the
President of the Board of Directors.
5. The Activities Chairperson will have the following duties and
responsibilities: Be aware of all club activities so that members
can have a source of information. Attend club and board meetings.
Organize dive outing coordinators. With the Officers, organize
committees necessary for club activities.
Maintain and inventory club owned equipment and be responsible
for keeping track of members' use of the equipment.
6. The General Director shall attend meetings of the Board of
Directors representing the general membership of the Club and
provide continuity.
ARTICLE XI - COMMITTEES (Top)
1. The Membership Committee shall consist of the Board of
Directors. The Membership Committee shall screen and vote on new
members as provided by
the Board of Directors.
2. Other committees may be designated by the Board of Directors
of the Club Membership and the member of such committee shall be
appointed by the President.
3. Each member of the Committee shall continue as such until the
last monthly meeting of the membership unless said committee
shall be sooner terminated
and each committee may adopt rules for its own government not
inconsistent with these By-Laws.
ARTICLE XII - CONTRACTS, DEPOSITS, AND FUNDS (Top)
1. The Board of Directors may authorize any officer or
officers of Agent of the Corporation to enter into any contract
or execute and deliver instruments in
the name of the Corporation. All checks shall be signed by the
Treasurer or by the President of the Corporation in such banks as
the Board of Directors may select.
2. The Board of Directors may accept on the behalf of the
Corporation all contributions, gifts, bequests, or devise for the
general purpose or special purpose
of the Corporation.
ARTICLE XIII - BOOKS AND RECORDS (Top)
1. The Club shall keep correct and complete books and
records of accounts and keep minutes of its proceedings of its
Board of Directors. Any books and
records of the Corporation may be inspected by any member for any
purpose at any reasonable time.
2. A yearly physical inventory of club assets will be taken
during the month of November. This list will be reconciled at
this time. New assets will be added
to the list of current assets by the Secretary and an up-to-date
list of such assets will be kept with the club records. An
additional inventory will be conducted
by the incoming Board of Directors in February as verification of
the November inventory.
ARTICLE XIV - SEAL (Top)