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As Amended in 2002 |
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ARTICLE I NAME SECTION 1 1) This corporation shall be known by the name of DIVERDORS DIVE CLUB, INC. The location shall be in Woonsocket, Rhode Island.
ARTICLE II PURPOSE
SECTION 1 the purposes for which this corporation is formed are as follows; 1) To promote and encourage interest in underwater sports and particularly scuba diving and it’s various forms of allied activities and to proffer services, knowledge, and general assistance to and cooperation with local civic organizations engaged in safety, rescue, or emergency operations. 2) To maintain a Clubhouse and grounds and/or to designate a regular meeting place for the mutual benefit and enjoyment of it’s members; to promote and encourage the sport, pleasure, exercise, and recreation of it’s members, and to manage and conduct entertainment, excursions, exhibitions, social meetings, lectures, games, and other amusements for the general enjoyment of it’s members. 3) This corporation is not organized for the pecuniary benefit of it’s Directors, Officers, or it’s members, nor may it use it’s stock nor declare or distribute it’s dividends or any part of it’s net income or earnings shall inure to the benefit of any Director, Officer, or member.
ARTICLE III MEMBERSHIP
SECTION 1 MEMBERSHIP 1) All members must be certified divers. 2) Regular membership is open to persons 18 years of age or older.
SECTION 2 APPLICATION 1) All prospective members must dive 3 times with the Club and then will be eligible for the next available membership opening. 2) There will be a minimum 6-month probationary period. 3) A final vote for regular membership will be taken at the end of the probationary period.
SECTION 3 There shall be 5 types of membership classification; 1) PROBATIONARY; Applicant undergoing the trials to become a REGULAR member. 2) REGULAR; This classification consists of persons whose application for membership has been accepted by the voting members of the Club. It entitles the member, provided he is in good standing, to vote at all Club meetings and enjoy the rights specified in ARTICLE II. 3) FAMILY; Same rights and privileges as REGULAR membership, however there will 1 designated voting regular member who represents the family unit. Certified minor family members must be supervised by and must dive with a parent or guardian at all times. 4) LIFETIME; Same rights and privileges as REGULAR membership. 5) HONORARY; This classification is limited to those persons selected for reasons of merit, honor, or service, by the Board of Directors, subject to the approval of the voting membership. These members are exempt from dues and the right to vote. These members shall enjoy those rights and privileges granted them by the Board of Directors.
SECTION 4 LEAVE OF ABSENCE 1) Any member in good standing can request of the Board of Directors permission for a leave of absence. 2) The Board of Directors shall determine the terms and conditions of such request.
SECTION 5 RIGHTS AND PRIVILEGES OF VOTING MEMBERS 1) They shall be entitled to attend and participate in all activities of the Club. 2) They shall have access to the room and buildings maintained by the Club with the right to enjoy all the facilities therein provided and shall have access to all records, reports, and books kept by the Club. Said access to any of the above shall, from time to time, be under rules and regulations set forth by the Board of Directors. 3) In the event of dissolution of this corporation, all it’s assets, whether real, personal, or mixed, shall be sold and after the payment of outstanding debts and other obligations, if any, the proceeds thereof shall be divided equally among the members entitled to vote and in good standing at the time of dissolution. 4) All Officers and Directors of this Club shall be elected or appointed from the roll of the members entitled to vote.
SECTION 6 TERMINATION 1) Termination of membership can result from conduct unbecoming or detrimental to the Club, e.g. disregard of the Boat Rules, civil or criminal misconduct, etc. Said termination will be acted upon by the Board of Directors, either by request from the membership or themselves. 2) Failure to pay dues as in Article VII will result in termination. 3) Failure to put in mandatory work time during Club fundraisers as in Article XIV will result in termination. 4) A current Family member, in the event of termination of the designated regular member for any reason, will remain a family member in good standing until the end of the calendar year or three months, which ever is greater. After this period, the current Family member will be accepted as a full Regular member by a majority vote of the members present at the meeting at which the vote takes place. Member will not be subject to any application fees other than the normal regular dues. Member will not be subject to a probationary period. Member is subject to all fees, by-laws, and rules set forth by the Diverdors Dive Club, Inc. 5) There is no refund of dues (Regular, Family, or Lifetime) if membership is terminated by the Board.
ARTICLE IV MEETINGS OF THE MEMBERSHIP
SECTION 1 ANNUAL AND GENERAL MEETINGS 1) The ANNUAL meeting of the Club shall be held on the first Wednesday of January at 8:00 PM at the Club headquarters. In the event of the failure to hold said meeting for any cause any and all business which might have been transacted at such meeting may be conducted at the next scheduled meeting. 2) GENERAL meetings of the membership, April through November, shall be held every Wednesday at 8:00 PM at the Club headquarters, or, at such time and place as determined by the Board of Directors provided that all members are notified as to any change in time, place, or date of the regular meeting. December through March meeting will be held the first and third Wednesdays of the month. 3) Notice of Annual or General meetings need not be given.
SECTION 2 SPECIAL MEETINGS 1) Special meetings of the Club membership may be held at any time and wherever called for by the President, a majority of the Board of Directors, or by 10 or more members or a majority of the members. 2) Notice of Special meetings shall be given in writing to each member at least 5 days prior to and shall state the purpose for which the meeting is called. No business may be transacted at any Special meeting except that stated in the Notice of the meeting.
SECTION 3 QUORUM AND VOTING 1) A majority of voting members present shall constitute a quorum for the transaction of all business. 2) 51% of the quorum present shall be necessary and sufficient to pass any vote, resolution, or to take any Club action except as otherwise required by law or these by-laws. 3) Members of the Club in good standing may vote either in person or by proxy. The Board of Directors has prescribed proxy voting as follows; Voting by proxy must be done in writing on any subject. The proxy must be signed and sealed and submitted to a member of the Board of Directors prior to the vote.
ARTICLE V BOARD OF DIRECTORS
SECTION 1 NUMBER AND QUALIFICATIONS 1) The Board of Directors shall consist of 5 Directors. The President and Vice President shall serve as 2 of the Directors. The remaining 3 Directors shall be elected from and by those members in good standing at the first general meeting in December.
SECTION 2 ELECTION AND TERM OF OFFICE 1) A majority of votes cast shall be sufficient to elect a Director. Each Director so elected shall serve for a term of 1 year or until his successor shall be elected. Any and all of the Directors so elected may be removed with or without cause at any Special meeting of the members of the Club, and, in case of such removals, a successor of successors may be chosen at such meeting of the members, who shall hold office for the unexpired term or terms.
SECTION 3 POWERS AND DUTIES 1) The Board shall exercise general authority over all affairs, interests, financing, and assets of the Club except as otherwise required by these by-laws. 2) The Board shall have the power to: a) Elect, appoint, or remove with or without cause, employees and agents of the Club and to fix their compensation. b) To make, execute, or authorize all contracts, deeds, mortgages, leases, transfers, or other conveyances. c) To issue notes of the Club, either for the short or long term as they may decide. d) To issue bonds or other extraordinary obligations of the Club. e) They may provide for payment of property, partly or wholly, in money or bonds or other obligations of the Club. 3) The Board shall have the power to: a) Establish committees and to coordinate activities. b) To delegate any powers of the Board to any committee, officer, or agent. c) To make and promulgate substantive and procedural rules and regulations. d) Conduct all the business of the Club and exercise all of its powers except such as by law or these by-laws reserved to the members of the Club.
SECTION 4 MEETINGS AND NOTICE THEREOF 1) A meeting of the Board shall be held as soon as convenient after the annual meeting or meeting which installs the elected Directors. Regular meetings of the Board can be held when or wherever convenient to the Board members. 2) Special meetings of the Board may be called by the President or 2 Directors. Notice to Board members of such meeting shall be given by the Secretary at least 5 days prior to such meeting.
SECTION 5 CHAIRMAN THEREOF 1) The President of the Club shall be Chairman of the Board and preside at the meetings.
SECTION 6 QUORUM 1) A majority of the Directors shall constitute a quorum for the transaction of all business. When a quorum is present a majority vote is needed to pass any vote or resolution or to take Club action except as otherwise required by law or these by-laws.
SECTION 7 ACTION WITHOUT NOTICE 1) Any vote, resolution, or other action which shall be in writing and signed by all Directors shall constitute Club action without formal notice.
ARTICLE VI OFFICERS
SECTION 1 ENUMERATION OF 1) The Officers of the Club shall be the President, Vice President, Secretary, and Treasurer. The Board may, from time to time, elect or appoint such other delegates and assign to them such powers and duties as it deems best.
SECTION 2 ELECTION AND TERM 1) The Officers enumerated above shall be elected by those Club members in good standing at the first regular meeting in December. 2) The Officers shall be elected from among those Club members in good standing. The President and Vice President shall also serve on the Board of Directors. Other Officers may be elected to the Board. No member can serve as both Treasurer and Secretary at the same time. 3) A majority of votes cast shall be sufficient to elect any Officer. All Officers shall serve for a 1 year term or until a successor is elected. Any Officer may be removed with or without cause by the general membership at a special meeting. Vacancies in any office may also be filled for an unexpired term at said special meeting. An interim replacement may be appointed by the Board until a special meeting can be held. 4) Each Officer and Director shall submit his resignation in writing to the Board.
SECTION 3 POWERS AND DUTIES 1) The Officers shall perform the duties customarily pertinent to their respective office and shall have such further powers and duties assigned to them by the Board.
ARTICLE VII DUES AND FINANCES
SECTION 1 DUES AND APPLICATION FEES 1) Annual membership dues for the fiscal year, and the application fee noted below, shall be fixed by the Board of Directors with consent of the members at the annual or a general meeting. 2) An application fee shall be paid before a vote for membership is acted upon. Said fee is refundable if membership is rejected for any reason. 3) Said fees are as follows: a) Application fee $10. b) Single memberships $50. c) Family memberships $60. d) Membership will be $5 less if paid by the first regular meeting in January. 4) Lifetime membership fees are as follows: a) Single $300. b) Family $375. c) Member must have 2 years of membership to qualify. d) Member will not be exempt from termination of membership.
SECTION 2 NONPAYMENT OF DUES 1) Members who fail to pay their dues by the first meeting in January shall forfeit their rights and privileges until such time as their dues are paid. 2) A time limit of 3 months (the first meeting in April) shall be given before said member is terminated from Club membership.
SECTION 3 FISCAL YEAR 1) The fiscal year of the Club shall be a calendar year except if changed by the Board.
SECTION 4 DEPOSITORY OF FUNDS 1) The funds of the Club shall be deposited under the name of the Club in a bank or trust company doing business in the State of Rhode Island and said depository shall be approved by the Board.
SECTION 5 SIGNING OF CHECKS 1) All checks, drafts, orders, and obligations of the Club for payment of monies, notes, deeds, contracts, mortgages, leases, bonds, and other Club instruments may be signed by the treasurer or President or by persons designated by the Board. 2) No monies shall be payable out of the funds without approval of the Board, but the Board may specify from time to time a maximum amount that may be payable without it’s consent.
SECTION 6 TREASURER’S BOND 1) The Treasurer shall, upon request of the Board, furnish a bond acceptable to the Board, the premium of which shall be paid by the Club.
SECTION 7 FINANCIAL RECORDS 1) All records of the Club pertaining to finances or other matters shall be kept in the Clubhouse. The Secretary shall be the keeper of all documents and records of the Club except those pertaining to finances, which shall be under the custody of the Treasurer. 2) The Treasurer shall report the financial condition of the Club at the annual meeting and at any time the Board or membership may order. The report at the annual meeting shall be in writing.
ARTICLE VIII COMMITTEES
SECTION 1 ESTABLISHMENT 1) The Board shall have the sole power to establish, designate, and abolish standing committees of the Club. The Board shall designate the number of Club members to comprise each committee, shall specify the duties and powers of each committee, and shall exercise general authority over all affairs of the committee. Members of standing committees need not be members of the Board.
SECTION 2 POWERS OF THE PRESIDENT 2) Except where otherwise provided by the Board, the President shall designate the personnel of each committee and it’s chairman. The President shall have the power to establish any committee of temporary duration not involving any delegation of powers of the Board. The President shall designate the personnel of these temporary committees, designate their chairman, and define their duties.
ARTICLE IX SALE OR EXCHANGE OF ASSETS
SECTION 1 SALES OR CHANGES 1) Whenever the Club desires to sell, exchange, or otherwise dispose of all or substantially all of it’s property and assets, it shall be privileged to do so, provided at least 5 days written notice is given prior to the special meeting of the membership called for that purpose. A majority of members present at such meeting shall be sufficient to vote to pass or deny authorizing the proposed action.
ARTICLE X REGULATIONS AND PROCEDURES
SECTION 1 ENACTMENT 1) The Board shall have the powers to make regulations and establish procedures to serve the following purposes: a) Defining, implementing, or executing these by-laws. b) Provide enforcement authority in implementing, augmenting, or standardizing any Club function or activity. c) Clarifying existing procedures. d) Prescribing necessary principles or rules to govern Club operations.
SECTION 2 SUPREMACY OF BY-LAWS 1) The regulations and procedures adopted by the Board shall not in any way violate or conflict with the standing by-laws of the Club.
SECTION 3 BINDING EFFECT 1) The regulations and rules of procedure shall be as binding on all members of the Club as are the standing by-laws of the Club and it shall be the duty of all Officers and appointees, or other responsible persons, to see that any activity, directly or indirectly under their supervision, implemented or controlled by regulations and procedures, is administered in accordance with acceptable regulations and procedures.
ARTICLE XI ROBERT’S RULES OF ORDER
1) Robert’s Rules of Order shall govern where by-laws or regulation and procedures of the Board do not cover a given situation.
ARTICLE XII AMENDMENTS
SECTION 1 CHANGES 1) These by-laws may be altered, amended, or repealed, in whole or in part, provided at least 5 days written notice is given prior to the special meeting of the membership relative to the proposed changes. 2) A majority of members present at such meeting shall be sufficient to vote to pass or deny authorizing the proposed action.
ARTICLE XIII ELECTION PROCEDURES
SECTION 1 NOMINATIONS 1) Each candidate for office shall submit to the Secretary, on an approved form, their nomination for each office for which they are running. This nomination must be signed by one club member in good standing. No member may sign more than one nomination for any office. Nominations will open October 1st and will close one week before elections. A candidate may withdraw his nomination at any time prior to that election. 2) Upon closing of nominations, each member will receive a list of the nominees for each office.
SECTION 2 ELECTIONS 1) Elections will be held at the first regular meeting in December. All newly elected Officers and Directors will begin their term of office January 1st. 2) The election of Officers will follow sequence; President, Vice President, Treasurer, and Secretary. Election of the Board of Directors will be treated as 1 office and all Directors will be elected on 1 ballot following the election of officers. 3) Elections of all Officers and Directors will follow these procedures: a) Either the nominee or 1 assignee of each candidate shall speak on behalf of the candidate he has nominated with a 5-minute time limit per speaker. b) A period of open discussion will be held by the general membership concerning the candidates and their merits for the office. c) A secret ballot shall be taken to determine the winner of the election. If a majority is required to elect and is not achieved on the first ballot, a second ballot will be taken to determine the winner from the top 2 candidates from the first ballot. The second ballot may include more than 2 candidates only if there exists a tie in determining the top 2 vote getters. d) Votes cast shall only be counted by the Secretary and verified by the Vice President. e) The results of the election shall be announced by the Secretary after counting and verification of the ballots. The ballots will then be destroyed.
ARTICLE XIV FUND RAISERS
SECTION 1 1) All members will be required to put in a mandatory amount of work time at Club fundraisers. 2) Amount of required time will be set by the Board. 3) Exemptions will be granted by the Board for valid reasons. 4) Failure to meet requirements will result in membership termination.
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