I.    Name
       a.    The organization shall be known as the New England Cichlid Association

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II.    Board of Directors
       a.    The Board of Directors (hereafter referred to as the Board) shall serve without pay and consist of a minimum of five members. 
       b.    There is no limit on number of terms that a board member can serve. 
       c.    Vacancies shall be filled by General Election to be held the first Saturday of June each year, with newly elected officials to assume their duties no later than the September meeting. 
       d.    All organization members in good standing present at the June meeting are allowed to participate in the General Election.  
       e.    Format of the General Election may be written ballot or voice vote. 
       f.    Vacancies due to any board member resignations prior to the June meeting will be filled by a temporary appointee determined by a Board vote, until a permanent replacement is filled at the next General Election.
       g.    Board members with three meeting, or two board meeting, absences in a fiscal year may be dismissed from the Board, per the discretion of the remainder of the Board members.

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III.    Officers
       a.    The officers of the board shall consist of a President, Vice President, Secretary, and Treasurer.
       b.    The board will consist of the officers and a minimum of one member at large.  All positions will be elected positions.
       c.    The number of at large board positions shall be determined by a board vote and may vary each fiscal year.
       d.    Officer duties
              i.    The President shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office.  
              ii.    The Vice-President shall assume the duties of the President in case of the President’s absence.
              iii.    The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all. Alternately the minutes may be distributed via electronic communications (including social media)
              iv.    The Treasurer shall keep record of the organization’s budget, prepare financial reports as needed, and be responsible for disbursement of funds as needed for organizational expenditures.

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IV.    Committees
       a.    The Board may appoint standing and ad hoc committees, and create and assign event chair positions as needed.
       b.    Event chairs are granted a $100 discretionary budget per fiscal year; any additional expenditure shall require a board vote.  All expenditures shall be tracked and receipts shall be maintained for financial records.

 

V.    Meetings
       a.    Regular board meetings shall be held quarterly.
       b.    Special meetings may be held at any time when called for by the President or a simple majority of Board members.
       c.    Agendas shall be prepared by the President with help by suggestions from other board members, and provided at least one week in advance for all board meetings.
       d.    Board meetings or board votes may be in person, via teleconference, via electronic communications (including social media), or any combination thereof.  Votes or meetings via electronic communications shall have the topic(s) clearly defined in the communication transactions.

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VI.    Voting
       a.    A simple majority of total board members constitutes a quorum 
       b.    In absence of a quorum, no formal action shall be taken except to adjourn the meeting or vote to a subsequent date.
       c.    Passage of a motion requires a favorable vote by a simple majority of those present

 

VII.    Conflict of Interest
       a.    Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

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VIII.    Fiscal Policies
       a.    The fiscal year of the organization shall start on August 1 of the calendar year and end on July 31 of the following calendar year.
       b.    All fiscal activities of the organization shall comply with all the regulations applicable to a non-profit organization per section 501(c)(3) of the United States Internal Revenue code.
       c.    All organizational expenditures shall be tracked and receipts shall be maintained for financial records.  If receipts are not available for a transaction, the expenditure shall be documented and logged manually in the organization’s budget records.

 

IX.    Articles of Association
       a.    All requirements defined the Articles of Association published on August 26, 2016 that established the New England Cichlid Organization as non-profit educational organization per section 501(c) (3) of the Internal Revenue code shall apply to operation of the organization. 
       b.    The Articles of Association are accessible on the same internet page and/or social media location as these bylaws.

 

X.    Amendments
       a.    These by-laws may be amended by a two-thirds vote of Board members present at any meeting, provided a quorum is present and provided that  a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting.
       b.    The Articles of Association referenced in Section IX may be amended by a two-thirds vote of Board members present at any meeting, provided a quorum is present, provided a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting, and provided that the proposed amendments are compliant with section 501(c) (3) of the United States Internal Revenue code.