Constitution of the Boston Aquarium Society
Adopted May 15, 2017
ARTICLE I - Name of the Organization
The name of the organization shall be Boston Aquarium Society and referred to within this document as "The BAS."
ARTICLE II - Purpose of the Organization
The purpose of the organization shall be to encourage the study, cultivation and exhibition of freshwater and marine aquarium inhabitants, by mutual assistance of the members, by general and special field meetings, by exhibitions, and by the circulation of literature on the subject for educational and scientific purposes.
ARTICLE III - Membership
A. Any person interested in the purpose of the “The BAS” shall be eligible for membership.
B. Dues shall be payable upon application for membership and annually thereafter on the anniversary month of that approval.
C . Any eligible person desiring membership may make application with payment of annual dues to “The BAS”.
D. Each and every member of “The BAS” above the age of sixteen shall be known as an active member. Members under the age of sixteen shall be known as junior members. Junior membership shall be exempt from paying annual dues.
E. The member shall be subject to review, approval, or revocation upon the majority vote of the Board of Directors.
F . Upon recommendation of the Board of Directors, honorary memberships may be granted to any person by a vote of two-thirds of the members present at any general membership meeting. Anyone serving 4 consecutive years on the Board of Directors will automatically be granted an Honorary membership. Honorary membership shall be exempt from paying annual dues.
ARTICLE IV - Membership Dues
A. The annual payment required for membership shall be known as "dues" in an amount to be fixed annually by majority vote of the Board of Directors.
B. Any member delinquent in dues for two months shall be notified by the Membership Chairperson.
C. If payment is not made by the end of the third month, or a suitable explanation given to the membership chairperson, said member shall be considered an inactive member of the “The BAS”.
Any inactive member may activate their membership at anytime by paying their dues.
D. Any inactive member may activate their membership at anytime by paying their dues.
ARTICLE V - Meetings
A. The general membership meeting of “The BAS” shall be held on the 3rd Monday of each month, twelve months per year.
B. General membership meetings of “The BAS” shall be held at such place or places within the City of Boston, or as determined by the Board of Directors.
C. The Board of Directors shall meet at least quarterly. Meetings may be held at a place determined by the BAS President, meetings may also be held via correspondence including electronic media such as email, other Internet media, or conference call as determined by the President. Special meetings of The Board may be held at any time or place upon the call of the majority of the Board or the President.
D. In the event that a quorum of the board members has not been achieved at a board meeting the board members in attendance are authorized to make decisions provided the absent board members are allowed 24 hours to object to the decision. A majority of board members must object in order to rescind any decisions made.
ARTICLE VI - The Board of Directors
A. The Board of Directors shall consist of President, Vice-President, Treasurer, Secretary of The Board, and Directors at Large (10).
B. The Board of Directors shall be elected in the following manner:
C. By popular general election at the Annual Meeting:
D. The slate of directors will be presented to the attendees of the annual meeting. If the majority of those in attendance at the meeting fails to approve the proposed list of board members those in attendance will be polled to provide an alternate list of candidates for election from the floor. If no alternative is presented the original nominated list of candidates will be accepted as elected. If an alternative list or lists of candidates are presented those in attendance will vote for the list that they approve.
ARTICLE VII - Election of The BAS's Officers
A. The general membership meeting of The BAS on the 3rd Monday in July shall be known as the Annual Meeting. During the Annual Meeting the election to choose the Board of Directors for the following year shall be accomplished.
B. The Current Board of Directors shall act as the Nominating Committee and shall present a slate of nominees for elected officers in June to be voted upon at the July Annual Meeting.
C. Nomination for election to the Board of Directors shall be made either directly by the Nominating Committee, or from the floor by the general membership at the Annual Meeting.
D. Each active member at the Annual Meeting is entitled to one vote for the election of members of the Board of Directors.
E. The presiding officer of any meeting may at any time invoke Roberts Rules of Order (revised).
ARTICLE VIII -Board of Directors' Term of Office
A. Term of elected office for The Board of Directors is one year commencing August 1 through July 31st of the following year.
ARTICLE IX - Duties of the Board Members
A. President of “The BAS” shall act as the Chief Executive Officer and preside at all general membership and board meetings.
B. Vice President of “The BAS” shall assist the President and assume the duties of President in the President's absence.
C. Treasurer of “The BAS” shall handle and account for all monies of The BAS and provide a monthly accounting to the President.
D. Secretary of “The BAS” shall record and maintain records of all business transacted at General Membership, Board and special meetings of “The BAS”.
E. Directors at Large of “The BAS” shall assist in the operation and maintenance of “The BAS's” business.
F. Additional functions and duties for Board members may be designated by the Board of Directors as a whole.
ARTICLE X - Board of Directors' Scope of Authority
A. “The BAS” empowers the Board of Directors with the authority to supervise all operations necessary to the functioning of “The BAS”.
B. The Board shall transact all necessary business of “The BAS”, with the power to expend monies, direct BAS activities, and create and enforce all policy required to maintain and expand the purposes and goals of “The BAS” as set forth in Article Two. The implementation of all powers of the Board shall be by simple majority vote of The Board.
C. To define and approve “The BAS's” budget.
D. To audit the Treasurer's accounts when deemed necessary by the Board.
E. To remove any member of the Board of Directors not fulfilling his duties, or for just cause.
F. Committees may be formed at the discretion of the Board of Directors.
G. There shall be the following non-standing committee, The Nominating Committee, to be called for at the April general meeting.
ARTICLE XI - Amendment to BAS Constitution
A. Before a proposed amendment to The Constitution can be brought before the active membership it must be approved by simple majority of the BOD.
B. Amendment to The Constitution is accomplished by the vote of two-thirds of the active membership present at a general meeting.
C. All proposed amendments to the Constitution must have been published for the benefit of the active membership at least one month prior to such vote.
ARTICLE XII - Use of Name and Insignia
A. No member shall have authority to use the name or insignia of “The BAS” in any manner without prior approval of the Board Members.
B. No action or representation of any member shall be binding upon “The BAS” without prior approval of the Board of Directors.
ARTICLE XIII - Miscellaneous
A. No part of “The BAS's” earnings may inure to the benefit of any person having a personal and private interest in the activities of “The BAS”.
B. In the event of dissolution of The BAS, all properties and monies of “The BAS” shall be donated to a non-profit organization to be designated by the Board of Directors.