Article I
Establishment Name and Purpose of the Organization
Section A
The name of the organization shall be the Bay Area Reefers (BAR), a non-profit educational group.
Section B
The purpose of the organization is to promote, foster, and encourage education and appreciation for the ethical husbandry and propagation of marine life; and to acquire and own such property as may be necessary for any or all of the forgoing purposes.

Article II-Membership
Section A
Any person, or persons who have an interest in marine knowledge and husbandry shall be eligible for membership. Upon receipt of an application and fee for membership the applicant(s) shall become a member of the organization in good standing. Any member may voluntarily withdraw, and may be suspended or expelled by majority vote of the membership for violations of these By-laws or for conduct deemed detrimental to the organization.
Section B
Membership shall not be transferable, and both membership and rights to the enjoyment of property of the organization shall cease and terminate upon death, withdrawal, expulsion or other termination of membership in the organization.
Section C
There shall be two (2) classes of membership.
Individual Membership is defined as a single individual.
1. Individual Membership shall cost $20 per year.
2. Individual members shall have one (1) vote in BAR general elections.
Section D
Family Membership is defined as any group of individuals residing at the same address.
1. Family Membership shall cost $30 per year.
2. A Family Membership shall have two (2) votes in BAR general elections.
Section E
The Board of Directors may change membership fees.

Article III - Fiscal Year
The fiscal year shall be the calendar year.

Article IV - Meetings
Section A
The meeting for receiving annual reports from the Secretary and Treasurer shall be the general membership meeting in January of each year. The meeting for the installation of Officers and Directors shall be the general membership meeting in January of each year.
Section B
The general meetings of the membership shall be held monthly at a time and place to be determined by the Board of Directors. A change in the established date, time and location of the general membership meeting may be made upon notice to the membership of such change.
Section C
Special meetings of the membership may be called by the president of the Organization, a majority of the organization's Officers and/or Directors, or by a special request submitted to the President by at least five (5) duly qualified members. The President must set a date, time, and location of such meetings, subject to the approval of a majority of the members of the organization’s Officers and/or Directors and written notice to the membership at least three (3) days in advance of such meetings. If a majority of members are in attendance, any business normally done at any general membership meeting may be transacted. Notice of special meetings must also include a summary of the business items to be acted upon.
Section D
The members present at any general membership meeting shall constitute a quorum.

Article V - Board of Directors
Section A
The Board of Directors shall consist of the Officers of the organization who are elected every year. In the event a Board member resigns or is removed, the remaining Officers and Directors, even if less than a quorum of the Board remains, shall fill the vacancy or vacancies for the unexpired term(s) by appointment.
Section B
Meetings of the Board of Directors shall he held prior to the general membership meeting of the organization at a time and place determined by the President. Special meetings of the Board of Directors may be called by the President, the Vice President, or by notice signed by a majority of the Directors and notice given to the board members not less than one (1) day prior to such meeting. Special meetings may be held at any time or place agreed upon by a majority of the Board.
Section C
A majority of the duly elected or appointed members of the Board of Directors shall constitute a quorum.
Section D
BAR will be governed by a Board of Directors (BOD). The BOD shall be responsible for all aspects of BAR. The BOD is empowered to make binding decisions for the benefit of BAR. These decisions can include but are not limited to organizing the general meetings, arranging for publications and meeting notices, organizing and conducting special events. All decisions made by the BOD are final.
Section E
Members of the board of Directors are exempt from paying annual membership dues. When their renewal date occurs during their term of office, members will receive the renewal of an individual membership without dues payment. Once no longer on the Board of Directors they will be required to begin paying dues at their next annual renewal.

Article VI - Officers
Section A
The Officers of the organization shall be the President, Vice President, Treasurer, Secretary, Communications Director, and, if available, 4 officers at large, all elected by the members of the organization for a one year term. Nothing in this section shall preclude any Officer from serving more than one consecutive term, providing he or she is nominated by the nominating committee or from the floor.
Section B
A vacancy in any Officer position shall be filled by appointment of the President.

Article VII - Election of Officers and Directors
Section A
Election of Officers and Directors shall be held every November.
Section B
Candidates for election to Officer and directors, or any person being considered for appointment to an open Board of Directors position must be a member in good standing.
Section C
The President must appoint a nominating committee at the September board meeting of an Election year, comprised of not less than three (3) members including a Chairperson of that committee. This committee shall meet and select candidates for the Officers and Directors to be presented to the membership at the October general membership meeting.
At the October general membership meeting, the chairperson shall present the candidates to the membership. The President shall call for nominations from the floor. If there are no opposing candidates from those presented by the nominating committee, a vote shall take place. If there is more than one candidate for any of the offices, voting shall take place the following month during the November general membership meeting. Nominations from the floor, if any, shall be made by persons who are members in good standing.
Section D
Voting may be verbal, by hand, or by secret ballot, but if two or more candidates are nominated for any position, then the vote shall be made by secret ballot. The candidate with the highest number of votes shall be declared elected by the President. In the event of a tie, the President shall call for another vote (run-off) until one person is elected.

Article VIII - Duties of the Officers
President
The President shall be responsible for the overall operation of the organization. The President shall chair the monthly general membership meetings, and Board of Directors meetings, and shall appoint all select committees, with or without assistance from the other Officers.
The President shall call special meetings of the organization, committee meetings, Board of Directors meetings, and any other meetings, which may be deemed necessary but not the monthly general membership meetings.
The President shall determine the location of such meetings. In case of any questions on demeanor while in office, the President shall be further governed by Robert’s Rules of Order.
Vice-President
In the absence of the President, the Vice-President shall chair the monthly general membership meeting and the Board of Directors meeting. The Vice-President shall work with the President to prepare the agenda for the BOD meetings. The Vice-President shall be the Program Coordinator for the monthly general membership meeting of the organization.
Treasurer
The Treasurer shall keep the financial books of the organization, which shall include tracking all income and expenditures. The Treasurer shall provide a monthly financial report at each board meeting, and shall submit a budget for the coming year at the January Board of Directors meeting.
The Treasurer shall pay any pre-determined amounts as may have been authorized by the Board, and all bills presented to, and approved by majority vote at a Board of Directors meeting. The Treasurer shall prepare and submit all reports required by any governmental agency.
Secretary
The Secretary shall record the minutes of each meeting of the monthly general membership meeting, and the Board of Directors. The Secretary shall coordinate with Public Relations to keep a roster of all members of the organization. The Secretary shall be responsible for preparing and distributing agendas prior to BOD meetings.
Communications Director
This person will provide suggestions to, and facilitate the communication between, officers, and to the general public through 3rd party websites and, if necessary, through facilitation at meetings. This position shall coordinate with the President to update, create and maintain club calendars and promotional materials, and websites. Where applicable, the Communications Director shall solicit donations on behalf of the organization and develop a working relationship with various retailers and wholesalers in the area.
Officers at Large
The Directors shall work with the Officers in developing long-term goals and administering the programs, and activities of the organization.

Article IX - Committees
There shall be both standing (permanent committees created by the Board) and select committees. All committees other than standing shall be created by the President as the need arises. All committee chairpersons shall keep a record of the proceedings and actions of their respective committees for historical purposes and to assist successive committee chairpersons.

Article X - Approval and Amendments to the By-laws
These By-laws shall be approved, and may be amended, by a vote of more than 2/3s of the members present at any general meeting of the membership, provided proper notice of said meeting is given in writing as specified in these By-laws. Either the Board of Directors, or at least ten (10) members in good standing may institute proposals for amendments to the By-laws.

Article XI - Property Rights of Members
The property of the organization shall be irrevocably dedicated to the objects and purposes of the organization as outlined in Article 1, Section B of the By-laws. In the event of the dissolution of the organization, all properties and moneys shall not revert to the possession of the membership, but shall be donated to any non-profit group that has an interest in the marine hobby. No part of any net earnings or assets of the organization shall inure to the benefit of any member or individual.

Article XII - Parliamentary Authority
Robert's Rules of Orders (revised) shall govern all proceedings of this organization, providing they are not in conflict with the By-laws of the organization.