Louisville Marine Aquarium Society Constitution and Bylaws
1. NAME
The society shall be known as, �The Louisville Marine Aquarium Society�
and as �LMAS�.
2 .MISSION STATEMENT
The mission of the Louisville Marine Aquarium Society is to provide a resourse and focus for
hobbyists in the Kentuckiana region who have interests in captive marine systems. We will
increase public awareness of the importance and value of living coral reef ecosystems. By
increasing the hobbyist�s level of understanding and depth of knowledge, we will help
hobbyists become more successful in maintaining captive marine systems.
3. MEMBERSHIP
3.1 INDIVIDUAL
Individual membership shall be open to any person.
To qualify for membership, a person shall complete an application form and pay the
required annual dues.
3.2 FAMILY MEMBERSHIP
Family membership shall be open to a family consisting of an adult and his/her children. To
qualify for a family membership the children must be less than sixteen years old.
To be a family member, it is necessary that an application form for family membership has
been completed and that the required annual dues have been paid.
3.3 Honorary membership may be conferred by the LMAS Board of Directors on any individual
who has made a major contribution to LMAS. Honorary membership shall normally be
conferredn for a period of twelve months. There shall be no membership dues for an honorary
membership.
4. RIGHTS
Individual members, adult family members and honorary members shall have the following rights:
-to attend all general meetings
-to participate in LMAS activities
-to receive the LMAS newsletter
-to stand for election to the Board of Directors
-to vote in Board of Directors and Officer elections and
-to vote on any matter put before the membership.
Family members who are children shall have the same rights as individual members except that
children under eighteen years old shall not have the right to stand for election or to vote.
5. OBLIGATIONS
All members shall comply with the Constitution and Bylaws, and shall act with responsibility
and integrity in all matters relating to LMAS.
6. ELECTED OFFICERS AND BOARD OF DIRECTORS
6.1 Elected officers shall consist of the President, Vice President, Treasurer and Secretary.
6.2 The immediate past President shall be an ex-officio officer of the Society.
6.3 The BOD shall consist of the President, Past President, Vice President, Treasurer and
Secretary. Each officer shall have the right to one vote each on any matter concerning
the Society.
6.4 All officers shall be elected by a vote of the membership at an annual meeting for a period
of one year and shall be eligible to serve for two consecutive years in the same office.
6.5 In the event of a vacancy in any office, the BOD shall appoint an individual to fill the
vacancy until the next election.
6.6 The BOD shall be responsible for the management of LMAS and the resolution of all
executive and financial matters concerning LMAS.
7. CONDUCT OF BUSINESS
7.1 QUORUM
Executive meetings are open to all society members in good standing. Only BOD officers
may vote at executive meetings. A quorum at a meeting shall be three Directors. Each
Director shall have one vote, and all matters shall be decided by the majority of votes
cast. In case of a tied vote, the status quo shall prevail.
7.2 LACK OF QUORUM
In the event there are less than three Directors present, all executive issues shall be tabled
until the next executive meeting can be scheduled.
8. DUTIES OF THE OFFICERS
8.1 PRESIDENT
The President will act as Chief Executive Officer and provide leadership and general super-
vision over the activities and operation of the Society. The President will seek to ensure that
the other officers and committees carry out their duties. The President will be the spokes-
person for the Society and sign or execute any deed, contract or other instrument authorized
by the BOD and/ or the Society as a whole. The President will also be one of three authorized
officers (President, V. President and Treasurer) to sign checks or allocate funds with BOD
approval from the society�s bank account or other financial account as may be authorized by
the BOD. Signature must accompany signature of at least one other officer.
8.2 PAST PRESIDENT
The immediate Past President shall be an ex-officio member of the BOD and shall assist the
President in the administration of the Society. Others duties and signature rights shall be
as established by the BOD.
8.3 VICE PRESIDENT
The Vic President will work closely with and assist the President in carrying out all the
President�s duties and assist organizing meetings and setting up future events. The Vice
President will act for the President in the President�s absence or request and step into that
office in case the President�s position becomes vacant. The Vice President will be one of three
authorized officers to sign checks or allocate funds from the Society�s bank account
or other financial account as may be authorized by the BOD. Signature must accompany
signature of at least one other officer.
8.4 TREASURER
The Treasurer will establish or take over an established separate bank account solely for the
Society�s funds. The Treasurer will collect or receive all funds due or earned by the Society
and produce receipts showing the source and amounts of those funds. All funds will be
deposited into said bank account or other account authorized by the BOD. The Treasurer
will maintain complete and accurate records of all financial transactions of the society,
maintain bank statements with balances and have them available at each monthly meeting of
the Society. The Treasurer will be one of three authorized officers to sign checks or allocate
Funds from the Society�s bank account or other financial account as may be authorized by the
BOD.. Signature must accompany signature of at least one other officer.
8.5 SECRECTARY
The Secretary will attend monthly meetings, and special BOD meetings if necessary, to record
in the minutes all motions, votes, committee and financial reports, old and new business items
and other actions conducted by the Society. The Secretary will maintain on file all minutes of
previous meetings and have them available at each meeting as well as coordinate with the
Newsletter Editor & Webmaster to include in the Newsletter and Web site to Society members.
When authorized by the BOD, the Secretary will assist the BOD in obtaining and filing any
legal or organizational form, contract or letter necessary for the operation of the Society.
9. BOD APPOINTED OR VOLUNTARY POSITIONS
9.1 EDITOR
The Editor will be responsible for the writing and/or collection of articles, news items,
minutes, President�s letter and other information to be included in the monthly Newsletter. The
Editor will maintain an up-to-date membership list, and obtain visitors� addresses, and mail out
a Newsletter to all Society members and visitors. When necessary and requested by the Editor
the BOD will allocate funds to purchase stamps, envelopes, paper printer cartridges or other
Materials necessary for the function of the Editor. The Editor will work closely with the BOD
and the Webmaster to verify, authorize and post information on the Society website.
9.2 WEBMASTER
The Webmaster will be responsible for creating and updating the Society website as authorized
by the BOD. The Society will be responsible for establishing and payment to the web host,
However the Webmaster will be responsible for informing the BOD of the due dates and
payment amounts or other requirements.
9.3 MEMBERSHIP CHAIRMAN
The Membership Chairman will be responsible for maintaining an up-to-date name and address
list of all Society members in good standing. The Chairman will work to create ideas to
promote the Society and attract new members, and can developed a committee of members to
help implement actions.
9.4 DONATION CHAIRMAN
The Donation Chairman will be responsible for periodic solicitation of donations to the Society
from outside sources including companies, manufacturers, importers, local stores or
individuals. The Chairman will acknowledge and inventory all donations and prepare a list for
BOD review. The Chairman will select 3-4 various items for raffle at the monthly meetings,
sell tickets, collect and document proceeds and deliver all proceeds to the SocietyTreasurer for
deposit.
9.5 Other positions and duties may be established as deemed necessary by the BOD.
10. COMMERCIAL ACTIVITIES
Members shall not exploit LMAS meetings, events or facilities to promote their own commercial
interests, where commercial interest shall be any activates undertaken with the primary purpose of
making money. This restriction, however, shall not prevent members from participating in personal
commercial activities, such as purchasing advertising in LMAS publications, provided such
activities are also available to members and non-members.
11. REMOVAL OF A OFFICER
If an Officer fails to comply with the Constitution or Bylaws, or disrupts LMAS activities, or
conducts one or more acts which are to the detriment of LMAS or persistently fails to
carry out assigned duties as an Officer and Director of LMAS, the BOD may recommend to
the membership the removal of that Officer. Such a recommendation to the membership would be
made only if a least 80% of the Directors vote in favor of the recommendation. Removal
of the Officer shall require a simple majority of the votes cast by the membership by way of
secret ballot who were in attendance at a general meeting.
12. EXPULSION FROM LMAS
If any member fails to comply with the Constitution or Bylaws, or disrupts LMAS activities, or
conduct one or more acts which are to the detriment of LMAS the BOD may revoke
that person�s membership in LMAS. Expulsion shall only occur if at least 80% of the Directors
vote were in favor of expulsion.
13. BYLAWS
The BOD may establish and/or revoke Bylaws governing LMAS affairs which address matters
such as, but not limited to:
-Executive business practices
-Financial responsibilities
-Duties, responsibilities and authority of Officers, Directors and committees
-Fee structures
-Publications
The establishment or revocation of a Bylaw will occur only if a majority vote of the BOD is in
favor of the change.
14. DISSOLUTION OF LMAS
LMAS can only be dissolved by a vote of the membership at a meeting called for that purpose.
All members must receive at least one month�s written notice of the time, location and purpose
of such a meeting. Dissolution shall only occur if 80% of the members at the
meeting vote in favor of dissolution.
15. DISCLAMER
By joining LMAS, or by participating in LMAS activates, or by reading LMAS publications, an
individual agrees to hold LMAS and its Officers and BOD harmless for any loss, harm or
consequential damage, no matter how caused, resulting from the individual being a member of
LMAS, or participating in any LMAS activity, or acting or omitting to act as a result of
information or advice received from LMAS meetings, activities or publications.
16. CHECK SIGNING
All checks or other documents transferring LMAS funds in any form or amount shall be signed
by at least two of the Officers ( President, V. President, Treasurer) as established in the
Duties of the Officers, article 8.
All checks, expenditures, allocations, transfers or other documents must be approved by the BOD.
17. MEMBERSHIP FEES
An individual or family joining LMAS shall pay annual membership dues.
The membership dues shall be established, and may be changed from time to time, by a vote of
the BOD.
There may be a charge for non-members who attend any LMAS meeting or activities. The charge
will be set be the BOD and may vary depending on the nature of the meeting or activity. For
special events, the BOD may set entrance fees for both members and non-members.
18. MEMBERSHIP MEETINGS
Members shall be notified in advance of the time, date and location of each monthly meeting and
the annual Executive meeting.
Members shall be notified when a Constitution or Bylaws change is being recommended by the
BOD, and will be notified in advance of the time, date and location of the meeting at which the
change will be considered be the membership.
The Secretary and Membership Chairman will jointly ensure that a membership list and ballots
are available at any meeting at which a membership vote is planned.
The Editor shall ensure that the date, time and location and purpose of each meeting is published
in the monthly Newsletter and mailed or E-mailed to all members in good standing.
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