By-Laws

BYLAWS

 

OF THE

 

CALIFORNIA DREAM DIVERS

(A California Nonprofit Public Benefit Corporation)

Article I.

INTRODUCTORY PROVISIONS

1.01

Name of the Organization

This Organization shall be known as CALIFORNIA DREAM DIVERS.  Any reference herein to the “Dream Divers,” “Organization,” “Corporation,” “Association,” or “Club,” unless context dictates otherwise, shall refer to CALIFORNIA DREAM DIVERS.

 

1.02

Composition of the Organization

CALIFORNIA DREAM DIVERS shall be organized as a Nonprofit Public Benefit Corporation as governed by California Corporations Code §§5000-6910, charged with the duties and empowered with the rights prescribed by law or set forth herein and in its Articles of Incorporation.  It is recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.

 

In the event that the Organization loses its corporate status for any reason other than a vote by the Members to dissolve the Organization, a Nonprofit Unincorporated Association shall forthwith and without further action or notice be formed and shall succeed to all the rights and obligations of the Organization.  In the event that the Members vote to dissolve the Organization, then the Organization shall cease to exist and its assets will be distributed according to the Articles of Incorporation.

 

1.03

Principal Offices

The principal offices for the Organization shall be identified in the Articles of Incorporation.  The Board may by resolution establish a different principal office other than that identified in the Articles of Incorporation.

 

1.04

Purposes, Limitations, and Dedication of Assets

The purposes of the Organization, including the limitations upon the Organization to those purposes, shall be identified in the Articles of Incorporation.  The Organization shall not engage in or allow its assets to be used in any activity inconsistent with these purposes.  All property of the Organization is irrevocably dedicated to the public benefit in the manner described in the Articles of Incorporation.

 

1.05

Extent and Limitation of Authority of Bylaws

If any provision of these Bylaws or of any other controlling document of the Organization is held invalid, the remainder of these Bylaws and other controlling documents shall not be affected thereby.  If the application of any such provision to any person or circumstance is held invalid, then the application of the remainder shall not be affected thereby.

 

In any case where there is a conflict between these Bylaws and any applicable law or regulation, including any law or regulation that compliance with is essential to preserving the Organization’s nonprofit status under §501(c)(3) of the United States Internal Revenue Code or under California law, the law or regulation shall control.  However, if the law or regulation in question gives the Organization the authority to vary from the rule of law in the Organization’s Bylaws or other controlling documents, and the variance is within that allowed by the law or regulation, then the Bylaws shall control.

 

In any case where there is a conflict between these Bylaws and any provision in any other controlling document, the other document shall control, unless the other document expressly states that these Bylaws shall control.

 

If any resolution of the Board or the Members shall conflict with any provision of these Bylaws, then these Bylaws shall control.

 

 

1.06

Definitions

When applying any provisions of these Bylaws:

 

  • “Shall” indicates mandatory, and “may” indicates permissive, optional, or discretionary.
  • Any use of the masculine tense shall be understood to also mean the feminine, and any use of the feminine shall be understood to also mean the masculine.
  • Any use of the present tense includes the past and future tense, and any use of the future tense includes the present tense.
  • Unless a specific number or range of numbers is used, the singular shall also mean the plural and the plural shall also mean the singular.
  • “Signature” shall mean any mark used to affirm or execute a document, and “sign” shall mean to use such mark on such document.

When a signer cannot write, such signer’s name may be written near the mark by a witness who writes his own name near the signer’s name.  A signature by mark shall serve as a signature only when two witnesses so sign their own names thereto.

  • “Person” shall refer only to a natural person.
  • “Entity” may refer to a natural person, corporation, association, partnership, business, or government office or agency, or any other individual or body capable of being sued under the California Code of Civil Procedure.
  • “Writing” is any form of recorded message intended to be comprehended primarily by visual means, and may include facsimile, electronic mail, or any other means of electronic communication approved by the Board that may be readily be reproduced in tangible form. “In writing” means the use of a writing to communicate any message.

Whenever any report, notice, statement, record, or other communication is required or authorized by these Bylaws to be in writing, any such writing shall be made in the English language.

  • “Fiscal year,” “membership year,” and “annual enrollment period” shall all refer to the period of time beginning on July 1 of any year and ending on June 30 of the subsequent year.

“Calendar year” shall refer to the period of time beginning on January 1 and ending on December 31.

“Twelve month period” shall refer to any period of time beginning on a specified date and ending on the same date of the subsequent year.

  • A “Member” of the Organization shall refer to any person who has satisfied all requirements contained in, and is entitled to all the rights and subject to all the obligations of, Article II and other provisions of these Bylaws.

“Membership” in the Organization shall refer to the status of being a Member in the Organization.

  • “Action Without Meeting” shall mean the process described in Article IV of these Bylaws.
  • “Voting Power” shall mean the total number of Members who are actually eligible to vote at the opening of any election process.
  • Any reference to any Article, section, or subsection, unless specified otherwise, shall mean that Article, section or subsection of these Bylaws.

Article II.

Membership in the Organization

2.01

Classes of Membership

The Organization shall only have ONE class of Membership.

 

2.02

Membership Requirements, Non-Discrimination Policy

Membership in the Organization is limited to natural persons who are at least EIGHTEEN (18) years of age.

 

No person may be denied Membership or any privileges thereof on the basis of race, gender, religious belief or practice, citizenship or national origin, marital status, sexual orientation, or physical or mental disability.

 

Membership is not assignable, delegable, alienable or divisible.

 

2.03

Annual Enrollment

The Membership year shall start on July 1st of each year and shall end on June 30th of the following year.  However, new Members may enroll in the Organization at any time.  Enrollment shall consist of completing the enrollment application and supporting documents and the payment of annual Membership dues.

 

Current Members will be provided a 31-day grace period from June 30th to July 31st, in which the Member may re-enroll and retain all rights and privileges of Membership.  Members who do not re-enroll within the grace period will be placed on a non-active Member list until the Member has re-enrolled in full, at which time the Member will be placed back on the active Member list.  Persons on the non-active Membership list do not receive any of the rights or privileges of Membership for the time they remain on the list.

 

2.04

Membership Dues

The schedule of Membership dues shall be determined yearly by the Board prior to Annual Enrollment.  Dues shall be prorated quarterly for new Members enrolling at times other than Annual Enrollment.

 

2.05

Membership Benefits

Members shall have the right to participate in all Organization activities and events, and to vote in all matters that are to be determined by a vote of the Members of the Organization.  The Organization may by Board resolution establish additional benefits of Membership.

 

2.06

Member Voting Rights

In all matters to be determined by a vote of the Members of the Organization, each Member shall be entitled to ONE (1) vote.

 

The Members of the Organization shall hold the sole authority to vote on the following items:

  1. Regular election of Directors;
  2. Approval of Annual Budget;
  3. Any increase in membership dues in excess of TWENTY PERCENT (20%);
  4. The recipient of any charitable contributions made by the Organization;
  5. Any single capital expenditure in excess of TWO-HUNDRED FIFTY DOLLARS ($250) not previously approved in the annual budget; and
  6. Any other resolution mandated by relevant law or regulation, or by these Bylaws or other controlling documents of the Organization.

 

The Board may, at its discretion and business judgment, defer its authority to vote on any issue of interest to the Organization to the Members.  If the Board does not express that it is deferring its authority to the Members, then any such decision by the Members shall be considered informational only. Such expression of deference shall render the Board bound by the decision of the Members.

 

 

2.07

Record Date for Member Voting Rights

A Member’s right to vote in any matter put to a vote of the Members shall become immediately effective upon the occurrence of either of the following:

 

  • Attending his second Membership meeting. If a person becomes a Member on the same day that they attend any Membership meeting, then that meeting shall count as their first meeting.
  • Their being a Member for at least SIXTY (60) consecutive days.

 

In the case of Actions Without Meeting, the Member shall be eligible to vote if their record date precedes the day that ballots are initially distributed to the Members.

 

This section shall not apply to renewal of any Membership within SIXTY 60 days of the close of Annual Enrollment.

 

2.08

Discipline of Members

A Member may be disciplined by the Organization for just cause, supported by sufficient evidence.  The authority and decision to discipline a Member shall be reserved solely by the Board, and any resolution to impose discipline upon a Member must be affirmed by no less than TWO-THIRDS (2/3) of the full Board.

 

Any Member subject to discipline shall be given no less than FIFTEEN (15) days written notice of the Board’s intention to consider discipline, including the nature of the Member’s conduct for which the Board is considering discipline.  The Member shall have the opportunity to appear before the Board and to make an oral or written statement to the Board in their defense at least FIVE (5) days prior to any discipline taking effect.

 

The authority of the Board to discipline Members shall be limited to:

  • Expulsion from the Organization;
  • Suspension from the Organization for no more than one calendar year; or
  • Suspension of the Member’s voting privileges for no more than six months.

 

Article III.

Membership Meetings

3.01

Scheduling of Regular Membership Meetings

The Organization shall schedule regular Membership meetings once per month.  The Board shall establish the date, time and location for regular Membership meetings.  During any calendar year, the Organization may cancel no more than two regular Membership meetings.  At no time may more than SEVENTY (70) days pass without a regular Membership meeting.

 

At least one week prior to each Membership meeting, an agenda of all business to be addressed at the meeting—including all resolutions to be voted on by the Members at the meeting—will be made available to the Members.  Unless compelling circumstances dictate otherwise, no business may be conducted other than what is included in the agenda.

 

3.02

Notice of Meetings

Members shall be presumed to have notice of all regularly scheduled monthly Membership meetings held at the regular date, time and location.

 

If the Board resolves to change the regular date, time or location of monthly Membership meetings, then notice of such change must be communicated to the Members no less than FORTY FIVE (45) days prior to the effective date of such change.

 

The Board may on a case-by-case basis change the date, time or location of a single Membership meeting with at least FIVE (5) days’ notice, provided there is reasonable grounds for such change and that the Board exercises due diligence to provide the best notice possible under the circumstances.

 

 

 

3.03

Special Meetings

There shall be no authority of the Members, Officers or the Board to call a special meeting of the Members for any purpose.

 

3.04

Quorum

At any Membership meeting, the quorum to conduct business shall be met upon the presence in person or by proxy of at least THIRTY PERCENT (30%) of the total voting power of the Organization.

 

Unless any provision of these Bylaws requires a decision to be approved by “a majority of all Members” or by “the total Membership,” then any reference to the “approval of/by the Members” shall mean approval by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present.

 

 

3.05

Representation by Proxy

At every Membership meeting where a resolution is to be determined by a vote of the Members, every Member entitled to vote may do so in person or by an agent authorized by written proxy executed by the Member and delivered to the Secretary of the Organization.  A proxyholder must be a Member of the Organization, provided that a Member may instead give his proxy to the Board of Directors.

 

Upon acceptance by the Secretary of the Organization, every proxy continues in full force and effect until revoked by the Member executing it prior to the vote pursuant thereto.  A proxy is considered revoked by delivery to the Secretary of either a written notice of revocation or by a subsequently issued proxy.   A Member’s presence at a membership meeting shall not revoke a proxy, provided that the proxy shall be rendered ineffective for that meeting.  Notwithstanding any language contained in the written proxy agreement, no proxy will be valid longer than THIRTEEN (13) months after the day it is executed.  A proxy is automatically terminated upon the cessation of the issuer’s status as an active Member.

 

3.06

Parliamentary Procedures; Order of Business

The parliamentary procedures and order of business for Membership meetings will be determined by resolution of the Board.  Any proposal for a course of action to be decided by the Members shall require a proper motion and second.  All decisions of the Members at Membership meetings shall be by written ballot.

 

3.07

Event in Lieu of Meeting

Not more than twice during any calendar year the Organization may, as an alternative to a regular Membership meeting, conduct such other event or activity as is deemed prudent or otherwise in the interests of the Organization or the Members.  If any business is to be conducted at such event or activity to be determined by a vote of the Members, the Organization shall, not less than THIRTY (30) days prior to such meeting:

 

  • Provide reasonable notice to all members of the nature of all measures to be voted on at such event or activity; and
  • If the event is an event requiring any fee or other charge for admission, whether or not imposed by the Organization, provide reasonable alternative means of voting to all members who are absent from such event or activity.

 

Whenever these Bylaws reference a Membership meeting, it shall be understood to include an event or activity described under this Section.

 

Article IV.

Procedure for Conducting Elections Without Meeting Through Written Ballots

4.01

Authorization for Action Without Meeting Generally

Any action which may be taken at any regular Membership meeting may be taken without a meeting, if the Organization distributes a written ballot to every member entitled to vote on the matter under the procedures and regulations outlined in this Article.

 

4.02

Election Committee

Any time that an action is to be determined under this Article, the Board shall appoint an Election Committee to serve as Officers of the Election prior to the distribution of ballots.  The Election Committee shall oversee all aspects of the election, and will report their activities to the Board.

 

The Election Committee shall consist of the Secretary of the Organization and two other Members of the Organization that shall not be Directors or Officers.  Except where otherwise provided in these Bylaws, the Secretary of the Organization shall chair any Election Committee.  For purposes of this Article, all members of the Election Committee may be referred to as either Officer of Elections or Inspector of Elections.

 

4.03

Quorum Requirement for Actions Without Meeting

Approval of any matter pursuant to this Article shall be valid only when the number of votes cast within the time period specified equals or exceeds the appropriate quorum required.  Unless enumerated otherwise in these Bylaws or by the Board, or unless the measure itself states that a particular quorum must be reached, such quorum shall be the same as that to conduct business at any regular Membership meeting.

 

4.04

Proxies Forbidden

In any matter decided under the provisions of this Article, proxies shall not be permitted.

 

4.05

Process for Conducting Elections

 

  • Presentation of Ballots

Ballots shall set forth the proposed action, including the actual text of any proposed amendment to any controlling document; and shall provide an opportunity for the Member to specify approval or disapproval of any proposal.

 

The ballot itself shall not be signed by the Member, and shall not contain any personal information that may be used to ascertain the identity of the individual Member casting the ballot.  However, the Member’s signature or other identifying information placed on the ballot by the Member shall not alone be grounds to invalidate the ballot.

 

  • Distribution of Written Ballots

Ballots shall be distributed to Members not less than THIRTY (30) days prior to the deadline for voting.  Distribution of written ballots shall be by first class mail or other parcel delivery service or method that is reasonably calculated to guarantee delivery to all Members.

 

  • Submission of Written Ballots

Ballots shall be distributed with two envelopes.  The inner envelope shall have no personal identifying markings on it.  Once the Member completes his ballot, the ballot shall be inserted into the inner envelope that is then sealed.  This envelope is then inserted into a second outer envelope that is then sealed.  Once sealed, the Member shall sign his name, print his name, and print the date in the appropriate marked spaces on the outer envelope.

 

The outer envelope shall be addressed to the Inspector of Elections.  It may be mailed or delivered by hand to a location specified by the Inspector of Elections.  At all times prior to their tabulation, ballots shall be kept in a secure location and shall not be accessed by any person.  Once received by the Inspector of Elections, the ballot is irrevocable.

 

Ballots shall not be valid unless they are submitted in their signed and sealed envelopes.  Ballots shall be accepted until the deadline for submission.

 

  • Counting the Ballots

At the first Membership meeting after the deadline for submission of ballots, the Election Committee shall validate all ballots by signature, and then remove the inner envelope from the outer envelope.  Once all ballots are removed from the outer envelopes, the Election Committee shall tabulate the ballots.

 

The tabulation shall be done by the Election Committee in a secure location, but shall be required to be counted publicly upon the motion of at least TWO (2) members present at the meeting.  The tabulated results of the election shall be reported to the Board and to the Members of the Organization before the end of the Membership meeting.

 

4.06

Officers of Election’s Discretion to Accept Ballots

If the name signed on the outer envelope of a ballot corresponds to the name of the Member printed on the same envelope, the Officer of Elections if acting in good faith is entitled to accept the ballot and give it effect as the act of the member, or to reject a ballot if the he, acting in good faith, has a reasonable basis for doubt concerning the validity of the signature.

 

The Organization and any Officer thereof who accepts or rejects a ballot in good faith and in accordance with the standards of this section shall not be liable in damages to the member for the consequences of the acceptance or rejection. Organizational action based on the acceptance or rejection of a ballot is valid unless a court of competent jurisdiction determines otherwise.

 

Article V.

The Board of Directors

5.01

Power of Management and Control Generally

Subject to any relevant law or regulation, or to any limitations in the Bylaws or other controlling documents of the Organization relating to action required to be approved by the Members, the activities and affairs of the Organization shall be conducted, and all Organizational powers shall be exercised by or under the direction of, a Board of Directors (The “Board”).  The Board may delegate the management of the activities of the Organization to any person or persons, management company, or committee however composed, provided that the activities and affairs of the Organization shall be managed and all Organizational powers shall be exercised under the ultimate direction of the Board.

 

5.02

Number of Directors

The Board shall consist of SEVEN (7) Directors.

 

5.03

Term of Office

Each Director shall serve a term of THREE (3) years, to begin on January 1st of the year following their election to their Directorship.  The Directorships shall be divided into THREE (3) staggered Classes, the first and second Class consisting of TWO (2) Directorships and the third Class consisting of THREE (3) Directorships.  There shall be no limit on the number of consecutive terms that any Member may serve as a Director.

 

5.04

Minimum Qualifications of Directors

No person shall be eligible to be a Director of the Organization unless they meet the following requirements:

  • Must be a certified scuba diver.
  • Must have been a current member of the Organization for at least SIX (6) calendar months prior to the date of their appointment.
  • Must have attended at least SIX (6) of the last TWELVE (12) regular membership meetings.
  • Must not have been removed from the Board any time within the last THREE (3) years in accordance to Section 6(b).
  • May not have any criminal convictions or civil judgments for:
    1. Any act of violence that was intentional or grossly negligent;
    2. Any flagrant sexual misconduct;
    3. Any conduct involving dishonesty, fraud, deceit or misrepresentation; or
    4. Any conduct prejudicial to the administration of justice.

 

5.05

Nomination and Election of Directors

Nominations for Directorships shall begin during the August Membership meeting and will close during the September Membership meeting.  Nominations may be made by motion during the August or September meeting or may be submitted in writing to the Secretary of the Organization any time during the nomination period.

 

Upon the close of nominations, the Board shall establish an Election Committee, which shall operate under the provisions of Article VIII and Section 4.02 of these Bylaws.  No nominee for Director may be a member of the committee.  If the Secretary intends to be a candidate for Director, the Secretary shall not be a member of the Committee and the Board shall appoint another Officer or Director as chair of the Committee.  The Committee shall validate the qualifications of all nominees and determine which nominees wish to be candidates for Director.

 

After all candidates have been affirmed by the Election Committee and reviewed by the Board, ballots must be distributed to the Membership not less than THIRTY (30) days before the November Membership meeting.  Each candidate shall be provided reasonable opportunity to communicate to the Members his qualifications and reasons for his candidacy, and to solicit votes.  Any candidate may withdraw his candidacy by submitting his withdrawal in writing to the Secretary prior to the beginning of the November Membership meeting.

 

At the November Membership Meeting, the ballots will counted.  The Candidates receiving the highest number of votes will be appointed to the outgoing Directorships.  There shall be no quorum requirement for ballots received to consummate a valid election of Directors.  New Directors shall officially assume the post of Director on January 1 of the following year.

 

5.06

Removal, Resignation, and Other Vacancies in the Board of Directors

A vacant Directorship shall be deemed to exist upon the death, incapacity, disqualification, resignation or removal of a Director.  Unless relevant government law or regulation dictates otherwise:

 

  • Failure to Meet Minimum Qualifications

A Director who does not meet the qualifications enumerated in Section 4 of this Article shall not be eligible to participate in any vote by the Board during such period of non-compliance.  A Director found to be non-compliant with Section 4 of this Article shall be allowed FORTY-FIVE (45) days to remedy such non-compliance.  Any Director who does not remedy such non-compliance within the allotted time shall be deemed to have immediately resigned his Directorship as enumerated in subsection (d).

 

  • Removal/Recall

A Director may be removed from his Directorship upon proper motion and by a vote of no less than TWO-THIRDS (2/3) of the Organization’s total Membership.

 

Any motion for removal of a Director must be made from the floor of a Membership meeting.  The vote to remove the Director shall take place at the next Membership meeting.  Vacancies in the Board created by removal according to this subsection shall be filled by a vote of the Members at the Membership meeting where the Director is removed.  Nominations will be taken by motion from the floor of that meeting, and voted upon at the close of the nomination process.

 

  • Other Vacancies

Vacancies occurring in the Board resulting from the death, incapacity, resignation or for any reason other than by removal under Paragraph 2 of this Section, may be filled by a majority of the remaining Directors.  However, if the Board does not fill the vacant Directorship within two Board meetings, then the Membership may move to fill the vacant Directorship at the regular Membership meeting following the second Board meeting.

 

  • Effective Date of Resignation

Resignations must be tendered in writing to the President or Secretary of the Organization.  Unless the notice of resignation declares some future date, any resignation of a Director shall be presumed to be effective immediately upon tender.  No Director may however resign if the resignation would leave the Organization without a duly elected Director in charge of its affairs, except upon notice to the Attorney General of the State of California.

 

  • Term of Replacement Directors

Any Director elected or appointed to fill a vacant Directorship shall serve for the remainder of that term.

 

  • Vacancies Occurring Within 120 Days of Expiration of Terms

Notwithstanding any other provision in this section, should a Directorship become vacant for any reason, and the remaining term for that Directorship is less than ONE HUNDRED TWENTY (120) days, then the Board may at its discretion leave such Directorship vacant until the successor is elected.

 

 

5.07

Director Compensation

Directors shall receive no compensation for their service as Director of the Organization.  Directors may be reimbursed for any necessary expenses they reasonably incur in the performance of their duty as a Director of the Organization.

 

Directors may be compensated for exceptional services provided to the Organization exceeding the scope of their duties and responsibilities as a Director of the Organization.  Such remuneration shall be reasonable and fair to Organization and must be reviewed and approved in accordance with the Organization’s Conflict of Interest policy and applicable law.

 

5.08

Director Liability

The Directors of the Organization shall not be held personally responsible for the debts, liabilities or other obligations of the Organization.

 

No cause of action for monetary damages shall arise against any person serving as a Director of the Organization on account of any act within the exercise of the Director’s policymaking judgment or otherwise occurring within the scope and course of that person’s duty as a Director done in good faith and in a manner that the Director believes to be in the best interest of the Organization.

 

This section shall not apply if the Organization is harmed and the Director, in the course and scope of his duty as Director:

  • Acted intentionally, wantonly or recklessly;
  • Participated in a self-dealing transaction;
  • Failed to disclose a conflict of interest directly related to the harmful transaction; or
  • Commits any criminal act.

 

Article VI.

Meetings of the Board of Directors

6.01

Scheduling of Regular Board Meetings

The Board of Directors shall schedule regular Board meetings once per month.  The Board shall establish the date, time and location for regular Board meetings.  There shall be no special meetings of the Board of Directors for any purpose.

 

During any calendar year, the Board may cancel no more than two regular Board meetings.  At no time may more than SEVENTY (70) days pass without a regular Board meeting.  The cancellation of any meeting shall not eliminate any other obligations of the Board to provide notice of the agenda or other business of the Membership meeting for the month where the Board meeting was cancelled.

 

6.02

Notice of Board Meetings

Members shall be presumed to have notice of all regularly scheduled monthly Board meetings held at the regular date, time and location.

 

If the Board resolves to change the regular date, time or location of monthly Board meetings, then notice of such change must be communicated to the Members no less than FORTY FIVE (45) days prior to the effective date of such change.

 

The Board may on a case-by-case basis change the date, time or location of a single Board meeting with at least FIVE (5) days’ notice, provided there is reasonable grounds for such change and that the Board exercises due diligence to provide the best notice possible under the circumstances.

 

At least one week prior to each Board meeting, an agenda of all business to be addressed at the Board meeting will be made available to each Director, but this requirement may be waived by the unanimous resolution of the Board.  The agenda will be available for the Members upon request, but any issue to be discussed in executive session shall be merely identified on the agenda as “Executive Session.”

 

6.03

Quorum for Conducting Business at Board Meetings

A majority of the total number of Directors authorized shall constitute a quorum to conduct business at any meeting of the Board.

 

If the number of total Directors currently in office is less than a quorum to conduct business, the remaining Directors may convene:

  • To fill any vacant Directorships until the number of Directors in office is a majority of the total authorized number; or
  • To dissolve the Organization.

 

No Director may be represented by proxy at any meeting of the Board.

 

6.04

Participation by Electronic Communication

With the consent of the Board, Directors may participate in any Board meeting by means of telephone or other real-time electronic communication media that provides the absent Director using such media the ability to communicate vocally with the remainder of the Board.  Any Director participating by such real-time electronic communication media shall be considered present, though the minutes of the meeting shall reflect that the Director’s participation was by such means.

 

6.05

Minimum Vote Requirements for Board Action

Unless otherwise mandated by relevant law or regulation, or by the Bylaws or other controlling documents of the Organization, a decision of a majority of a quorum of the Board shall be sufficient to approve any resolution of the Board.  Any provision of these Bylaws requiring any decision to be affirmed by a majority greater than FIFTY-ONE PERCENT (51%) of the Board shall be presumed to require the decision of the full Board.

 

If any resolution of the Board does not receive a majority in favor or against, then that resolution shall be tabled until the next regular Board meeting, where the Board will again vote on the resolution.  If after the second vote the resolution does not receive a majority in favor or against it, then the matter will be placed on the agenda for the next Membership meeting, and the resolution will be decided by a vote of the Members at that meeting.  This provision shall apply when multiple alternative options are being considered in such resolution.

 

6.

MembersRight of Attendance

Except when the Board convenes in Executive Session, all meetings of the Board shall be open to all Members, provided that members who are not Directors may not participate in any deliberation or discussion unless authorized expressly by the Board.

 

6.07

Executive Session

The Board shall adjourn and reconvene in executive session in any of the following situations:

  • Any discipline or potential discipline of a Member; or
  • Any discussion or vote relating to litigation or potential litigation against the Organization;

 

Additionally, the Board may at its discretion adjourn and reconvene in executive session in any of the following circumstances:

  • At the request of any Member to address issues of a potentially sensitive nature;
  • If the presence of Members is disruptive to the extent where it interferes with the Board’s ability to conduct business; or
  • At the request of any two Directors.

 

Notwithstanding any other provision of these Bylaws or any resolution of the Board, the minutes of any meeting of the Board in Executive Session shall be made available to the Members and to the public only to the extent that such disclosure is mandated by law.

 

Article VII.

Officers of the Organization

7.01

The Officers of the Organization

The primary Officers of the Organization shall be a President, Secretary, and Treasurer.  The Board shall also appoint a Vice-President, an Education Coordinator, an Activities Coordinator, and a Media Coordinator.  The Board may, at its discretion, create such other Offices, appointing such Officers and assign appropriate authority and responsibilities to such offices as the administration and operation of the Organization may require.

The Board may, at its discretion, appoint one or more additional Vice-Presidents, or one or more Assistant Secretary, Assistant Treasurer, Assistant Education Coordinator, Assistant Activities Coordinator, or Assistant Media Coordinator.  Such subordinate shall serve as assistant to the primary officer.

 

7.02

Qualifications of Officers

All Officers must meet the same qualifications as those enumerated for Directors in Section 4 of Article V.

 

Except where prohibited elsewhere in these Bylaws, a person may simultaneously hold multiple Offices in the Organization.

 

7.03

Selection of Officers

The Officers shall be chosen by the Board at the first Board meeting of the calendar year, and each shall hold Office until he resigns, is removed, or otherwise becomes ineligible to hold Office.

 

7.04

Removal, Resignation, and Other Vacancies of Officers

Any Officer may resign at any time by giving written notice to the Board or to the President or Secretary.  Unless the notice of resignation declares some future date, any resignation of an Officer shall be presumed to be effective immediately upon tender.

 

Any Officer may be removed with or without cause by a majority of the Board at any meeting of the Board.

 

Vacancies of Officers because of resignation, removal, or incapacity shall be filled in accordance with Section 3.

 

7.05

Officer Compensation

Officers shall receive no compensation for their service as Officer of the Organization.  Officers may however be reimbursed for any necessary expenses they reasonably incur in the performance of their duty as an Officer of the Organization.

 

Officers may be compensated for exceptional services provided to the Organization exceeding the scope of their duties and responsibilities as an Officer of the Organization.  Such remuneration shall be reasonable and fair to Organization and must be reviewed and approved in accordance with the Organization’s Conflict of Interest policy and applicable law.

 

7.06

Powers, Duties and Authority of Officers Generally

  • All Officers of the Organization shall see that the Organization is in adherence to its purposes as stated in the Bylaws and other controlling documents of the Organization.

 

  • Any time where it is stated that an Officer “shall” perform any duty, task, or responsibility, it shall be understood to mean “shall do or otherwise cause to be done.”

 

  • Should a matter potentially fall under the powers, duties or authority of more than one Office, then the President may designate the Officer that shall have direct supervision over that matter, or may give two or more Officers concurrent supervisory authority over the matter.

 

  • These Bylaws may assign additional powers, duties and authority to any Officer other than those enumerated in this Article. The Board may further designate additional powers, duties and authorities to any Officer that are not inconsistent with these Bylaws.

 

7.07

Office of the President

The President is the general manager and Chief Executive Officer of the Organization.  He shall, subject to the control of the Board, have general supervision, direction and control of the business and of all Officers of the Organization.  He shall ensure that the other Officers of the Organization perform their duties efficiently, promptly and diligently.

 

The President shall have the general executory powers and duties of management usually vested in the Office of President of a comparable organization, together with such other powers, acts and duties as may be prescribed by the Board, and will see that the orders and resolutions of the Board are carried out.

 

The President shall serve as Chairman of the Board, and shall chair all meetings of the Board and meetings of the Members of the Organization.  The President shall be an ex officio member of all standing Committees.

 

No person shall be appointed to the office of President unless he is a current Director of the Organization.  The President may not simultaneously hold any other office in the Organization.

 

7.08

Office of the Vice-President

The Vice-President shall serve as an assistant to the President, aiding and supporting the President in all executive functions.

 

The Vice-President shall serve in the Office of President in the absence of the President.  Should the Office of President become vacant for any reason, the Vice-President shall assume the Office of President until the Board shall appoint a replacement.

 

If the Board appoints two or more Vice-Presidents to serve contemporaneously, then the Board shall designate the duties and responsibilities that each Vice-President shall specifically assist the President in carrying out.  The Board shall also enumerate the chain of succession between two or more Vice-Presidents in the event that one of them must temporarily or permanently assume the Office of President.

 

The Vice-President may not simultaneously hold any other Office in the Organization.

 

7.09

Office of Treasurer

The Treasurer is the chief financial officer of the Organization.

 

The Treasurer shall deposit all money and other valuables in the name and to the credit of the Organization into the accounts or other depositories of the Organization, and shall disburse the funds of the Organization as may be ordered by the Board.

 

The Treasurer shall keep and maintain adequate and correct books and records of accounts of the properties and transactions of the Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters appropriate to financial statements.  He shall prepare and certify the financial statements to be included in any required reports.

 

The Treasurer shall supervise preparation of the annual budget, as well as all oversight of the financial condition and affairs of the Organization.  He shall oversee and keep the Board informed of the financial condition of the Organization and of audit or financial review results.

 

7.10

Office of Secretary

The Secretary shall be responsible for the documentation and preservation of the business affairs of the Organization.

 

The Secretary shall record the minutes of each meeting of the Board and of each meeting of the Members.

 

The Secretary is the chief custodian of all business records of the Organization, and shall preserve all such records completely, accurately, and orderly.  He shall maintain a roster of active and non-active members of the Organization, updating it accordingly.  He shall oversee the distribution and receipt of all business correspondence of the Organization.  He shall be the custodian of the corporate seal, if any.

 

7.11

Office of Education Coordinator

The Education Coordinator shall oversee all educational programs of the Organization.

 

The Education Coordinator shall supervise the development and implementation of all programs dedicated to advancing Member education associated with diving and related matters.

 

7.12

Office of Activities Coordinator

The Activities Coordinator shall oversee the planning and execution of all recreational dive activity and other events and social programs of the Organization.

 

The Activities Coordinator shall develop activities and events for the Members and their families.  He shall determine the proper financial and operational objectives of each activity, which may include but need not be limited to diving, fundraising, social events, community development or outreach, or any combination of these or other objectives.  He shall determine the equipment and other resources necessary to implement each activity or event, considering the financial and other resources available to the Organization.

 

The Activities Coordinator shall keep a current calendar of all events and activities that are planned for the Organization, updating the Board and the Members as necessary when changes are made or new events or activities are added or removed from the calendar.

 

The Activities Coordinator shall be the primary Safety Officer of the Organization.

 

7.13

Office of Media Coordinator

The Media Coordinator shall oversee the instrumentalities and channels used for all dissemination of information about the Organization to the Members and to the general public.

 

The Media Coordinator directly supervise all media used to disseminate information about the Organization, including but not limited to flyers, mailers, posters, newsletters, websites, social media accounts, and any other instrumentalities that the Organization may adopt in the future.

 

The Media Coordinator will review all material submitted by the other Officers or the Members for dissemination to the Members and the general public.  He shall have discretion as to what material may be included in the media of the Organization.  However, if the Media Coordinator chooses to exclude any material from the media of the Organization he shall present the material to the Board for the Board’s review.  The Board may then overrule the decision of the Media Coordinator and instruct him to include the material in the media of the Organization.

 

Article VIII.

Committees

8.01

Committees Generally

The Board may by resolution adopted by a majority of the total Directors then in office, create one or more Committees.  Appointments to such committees shall be approved by the Board. Each Committee shall consist of at least two members, at least one being an Officer or Director of the Organization who will serve as chair of that Committee.  The Board may appoint one or more additional Officers or Directors as alternate members of such committee, who may replace any absent member at any meeting of the committee.

 

8.02

Extent and Limitation of Committee Authority

The Board may vest in any committee limited authority to carry out its function or purpose, though the Board retains the authority to supersede any decision of any committee.

 

Under no circumstances shall any of the following authority be vested in any committee:

 

  • The approval of any action that requires approval of the Membership;
  • The filling of vacancies on the board or in any committee which has the authority of the board;
  • The amendment or repeal of Bylaws or the adoption of new Bylaws;
  • The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable;
  • The appointment of committees of the board or the members thereof;
  • The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or
  • The approval of any self-dealing transaction.

 

In addition, without expressed consent of the Board, no committee shall have the authority to:

  • Enter into any contract on behalf of the Organization;
  • Employ any person as an employee or independent contractor of the committee or the Organization;
  • Pledge, expend, or otherwise allocate any funds of the Organization; or
  • Engage in advertising or publicity for the Organization in such a way that the committee expresses or implies to any third party that it represents the Organization.

 

8.03

Committee Meetings

Each Committee shall determine its own parliamentary procedures, and shall meet as regularly as necessary to carry out its purpose or function.

 

Members shall be permitted to attend any meeting of any Committee.  Members attend Committee meetings with the status of observers, but may participate at the discretion of the chairman of that meeting.  Members who are disruptive or otherwise interfere with the conducting of business at any meeting may be expelled from that meeting and prohibited from attending future Committee meetings, at the discretion of the Committee chairman.

 

Notice to the Members of the date, time or location of any Committee meeting shall not be required, but any Member wishing to know the date, time and location of any Committee meeting shall be entitled to such information by requesting it from the chairman or secretary of such Committee or from the Secretary of the Organization.

 

8.04

Committee Reports

The chairman or secretary of each Committee shall provide regular written reports of their activity to the Board.  Each report shall include the date and time of each meeting, the names of all Committee members present at each meeting, and a summary of all business conducted at the meeting.  Reports should be submitted to the Secretary of the Organization no more than seven (7) days after any meeting of the Committee.  Written reports shall be available to the Members upon request.

 

Committees may be required to make presentations to the Board or to the Members at regularly scheduled Board or Membership meetings.

 

Article IX.

Business Records of the Organization

 

9.01

Maintenance of Records

The Organization shall keep at its principal place of business:

 

  • A certified copy of the Bylaws and any other controlling documents of the Organization, as amended to date;
  • The book of the minutes of the proceedings of the Members and the Board;
  • Adequate and correct accounts, books and records of the business of the Organization, including but not limited to accounts of its properties and transactions, its assets, liabilities, receipts, disbursements, gains and losses;
  • A copy of the deed or other document of title for every piece of real or personal property owned by the Organization;
  • A complete roster containing the names and addresses of all active Members of the Organization, alphabetized by last name;
  • A copy of the Organization’s federal and state tax exemption application and, for THREE (3) years from their date of filing, its annual information returns to the Internal Revenue Service and to the California Franchise Tax Board; and
  • Any other document of the Organization deemed relevant to the business, financial, social, or other interests of the Organization.

 

At no time may the originals of any documents subject to inspection by the Membership be removed from the principal place of business of the Organization by any Member, unless in the presence of the President or Secretary of the Organization, or any other Officer who has previously been authorized by the Board to remove such documents from the principal place of business.

 

9.02

Document Retention

The Board shall establish a minimum time that all required documents shall be retained, but that minimum shall not be less than seven years from the last day of the calendar year from when the document was created or executed.

 

Retention of documents through electronic storage shall satisfy the document retention policy, except that physical copies of the following documents must be retained:

 

  • Certified copies of the Bylaws and other controlling documents;
  • The official book of the Minutes of the Membership and of the Board;
  • Deeds or other title documents to real property or any chattel of substantial value;
  • The Organization’s federal and state tax exemption application and the last THREE (3) information returns to the Internal Revenue Service and to the California Franchise Tax Board; and
  • Any document that by applicable law or regulation must be maintained by a physical copy.

 

9.03

Inspection by Directors and Officers

Every Director or Officer may, at a reasonable time and for any reason, inspect and make abstracts or copies of all books, records and documents of every kind of the Organization, and inspect the physical properties of the Organization.

 

9.04

Inspection by Members; Right to Obtain Membership Roster

For purposes related to a Member’s interest as a Member of the Organization, and subject to the Member paying reasonable fee for any cost incurred by the Organization for complying with this section, any Member may do any of the following:

 

  • Inspection of Records

At a reasonable time, a Member may inspect and copy the financial records and minutes of meetings of the Members and of the Board, the reports of any Committees to the Board, and any deeds or other documents of title to any real property or other substantial asset of the Organization.

 

  • Access to Member List

Upon written demand at least FIVE (5) days in advance, a Member may obtain from the Secretary an alphabetized list of the name of all Members entitled to vote in any matter designated to be voted upon by the Members.

 

Without consent of the Board, the Member list or any part thereof may not be obtained or used by any person for any purpose not reasonably related to a Member’s interest as a Member.  Without the express written consent of the Board, the Member list or any part thereof may not be:

  • Used to solicit money or property, unless such money or property will be used solely to solicit the vote of the Members in an election to be held by the Organization.
  • Used for any purpose which the user does not reasonably and in good faith believe will benefit the Organization.
  • Used for any commercial purpose or purpose in competition with the Organization.
  • Sold to or purchased by any person.

 

At no time may the Board, any Officer of the Organization, or any other person entrusted with the Member roster divulge to any entity the home or mailing address of any other Member, except when the Member whose address is requested has expressly granted the Board permission to divulge such.

 

  • Correspondence with Membership (CA Corporations Code §6330(c) Compliance)

Upon written demand, a Member may require that the Organization distribute to the Membership any correspondence of interest to the Membership or the Organization.  Such distribution shall be by first class mail or other parcel reasonably calculated to ensure that each Member receives aforementioned.  The Member requesting such distribution will be responsible for all costs of the distribution.

 

The Board shall comply with any such demand within FIFTEEN (15) days of the demand.  However, the Board may refuse to comply with such demand if it reasonably believes that the correspondence is for a purpose not reasonably related to the interests as members of the person or persons making the demand.

 

9.05

Annual Report

Within 120 days of the beginning of the Annual Enrollment period beginning on July 1st of each year, the Organization shall send to the Members an annual report of the Organization’s activity.  Such report shall at minimum include:

  • The assets and liabilities of the Organization as of the end of the fiscal year.
  • The principal changes in assets and liabilities during the fiscal year.
  • The revenue or receipts of the Organization, both unrestricted and restricted to particular purposes, for the fiscal year.
  • The expenses or disbursements of the Organization, for both general and restricted purposes, during the fiscal year.
  • A brief description, including the amount of any transaction or series of transactions of the Organization where:
    • An Officer or Director was an interested party in the transaction;
    • Any indemnification paid to an Officer or Director by the Organization; or
    • Any individual transaction in excess of $250, whether or not part of the annual budget.

 

Article X.

Miscellaneous Provisions

10.01

Conflicts of Interests

  • A conflict of interest exists when one or more Directors, Officers or Members has more than a de-minimus interest in any transaction to which the Organization is a party. A benefit to a close relation of a Director, Officer or Member, or to a business where a Director, Officer or Member has a significant interest, shall be presumed a benefit to the Director, Officer or Member.  An interest does not need to be a financial interest to constitute a conflict.

 

  • In all cases where a Director, Officer, or Member has a conflict of interest, he shall abstain from voting in such decision, though his presence may be counted toward any relevant quorum requirement.

 

  • In any case where a resolution of the Board is nullified because a majority of the Board is forced to abstain due to a conflict of interest, then the resolution shall be presented for a vote of the Members at the next regular Membership meeting.

 

  • In any case where the rules of the Organization mandate that the passage of any resolution must be by unanimous consent of the Board, and such resolution would pass but for the abstention of one or more Director due to a conflict of interest, than the unanimous consent of the remaining uninterested Directors shall be sufficient to approve such resolution so long as the remaining uninterested Directors constitute a quorum of the Board.

 

  • The Organization shall not make any loan of money or property to or guarantee the obligation of any Director or Officer; except that the Organization may advance money to a Director or Officer for expenses reasonably anticipated to be incurred in the performance of duties of such Director or Officer, if in the absence of such advance, such Director or Officer would be entitled to be reimbursed for such expenses by the Organization.

 

2.

Execution of Contracts and Instruments

The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Organization to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances. Unless so authorized, no Officer or agent shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

 

10.03

Checks, Drafts and Notes

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Organization shall be signed by two Officers.  Unless the Board by resolution determines otherwise, one of the Officers must be the Treasurer of the Organization.

 

10.04

Corporate Seal

The Corporate seal, if any, shall be in such form as may be approved from time to time by the Board, however failure to affix the seal to any instrument shall not affect the validity of any such instrument.

 

10.05

Full Faith and Credit

All debts and other obligations of any predecessor entity to the Organization shall be honored in their entirety by the Organization, and all contracts entered into by any predecessor entity to the Organization shall be enforceable against the Organization.

 

Article XI.

Amendments

11.01

Amendment by Membership

Except as provided for in Section 2, These Bylaws may be amended by the referendum of FIVE (5) Members of the Organization, or by FIVE PERCENT (5%) of the total voting power of the Organization, whichever is greater; which must then be ratified by an affirmative vote of no less than TWO-THIRDS (2/3) of the total membership in the Organization.

 

11.02

Amendment by the Board of Directors without the Membership

If it is determined that any provision of these Bylaws or any other controlling document of the Organization is inconsistent with applicable local, state or federal law or regulation—including any law or regulation necessary to maintain the tax-exempt status of the Organization under the United States Internal Revenue Code or the California Revenue and Taxation Code—and that there is no reasonable interpretation of such provision that would otherwise be consistent said law or regulation, then the Board may amend the Bylaws or other controlling documents to the extent necessary to bring them into compliance with the law or regulation. For an amendment to be ratified under this subsection, it must be by unanimous resolution of the full Board.

 

11.03

Effectiveness of Amendment to Bylaws

Any amendment to the Bylaws shall be effective immediately upon its ratification according to the terms of this Article.