By-Laws of the American Livebearer Association, Inc.
(Revised and adopted by the membership in 2006; amended for the IRS in 2008).
Article I - Description
This organization is the American Livebearer Association, Inc. It is a non-profit corporation originally formed under the Iowa Non-Profit Corporation Act of Nov. 22, 1974. The non-profit corporate entity was transferred and effective Feb. 2, 2001 became a Domestic Nonprofit Corporation under Michigan Public Act 162.
Article II - Objectives
- The exclusive objectives of the Association are to advance the science of ichthyology by stimulating interest in and encouraging study of freshwater livebearing fishes, including the families Poeciliidae, Anablepidae, Goodeidae and Hemirhamphidae; to gather information concerning livebearers; to publish a journal on a regular basis containing original and other educational articles covering livebearers and their maintenance and breeding; to provide a means for exchange of information among individuals; to further the preservation of livebearers through both conservation of their natural habitats and an ongoing program of breeding and maintenance of individual livebearer species and varieties; and to provide a means for the purchase, sale and exchange of livebearers by individuals.
- This corporation is organized exclusively for scientific and educational purposes within the meaning of Section 501(c )(3) of the Internal Revenue Code.
- No part of the net earnings of this corporation shall ever inure to or for the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed. No substantial part of the activities of the corporation shall be for the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c )(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b ) by a corporation contributions to which the deductible under section 170(c )(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article III - Membership
Section 1. Classes of Membership
There are four classes of membership.
- General Member.
- Life Member.
- Fellow of the American Livebearer Association.
- Affiliate Member.
Section 2. General Membership
General Membership in the society is:
- for multiples of one year (one, two, or three).
- is non-transferable.
- open to individuals or single-address households.
Section 3. Life Membership
Life Membership in the society is:
- for the life of an individual person during such times as the Directors allow for new life memberships to be purchased.
- is non-transferable.
- open to individuals or single-address households.
Section 4. Fellow of the American Livebearer Association Membership.
Fellow of the American Livebearer Association Membership in the society is:
- conferred by vote of the BOD and living Fellows to an individual for outstanding contributions to the American Livebearer Association
- relieved of dues payment, but receives all entitlements of General Membership.
Section 5. Affiliate Member
Affiliate Membership of the American Livebearer Association Membership in the society is:
- Open to similar minded aquatic-oriented organizations.
- Pays the normal member fee and receives the entitlements of Affiliate Membership.
Section 6. General, Life, or Fellow Membership entitlement
Membership (whether General Member, Life Member, or Fellow) entitles the holder
- one of each ballot issued
- four issues of LIVEBEARERS and issues of THE LIVEBEARER TRADER
Section 7. Affiliate Membership entitlement
Membership (whether General Member, Life Member, or Fellow) entitles the holder
- four issues of LIVEBEARERS and issues of THE LIVEBEARER TRADER
- Preference in hosting the Annual Convention.
- Access to the web site as an individual.
Section 8. Membership termination
Membership may be terminated for:
- failure to pay dues (except in the case of Fellows of the American Livebearer Association).
- any other cause deemed, by a majority vote of the Directors, to be in the best interest of the Society, in accordance to Article I, Section 4.
- Written request by the member.
Section 9. Membership Reprimand
The Directors may reprimand, suspend or expel any member of the society by a simple majority vote, subsequent to:
- a statement of cause and intent to the defendant.
- an opportunity for that defendant (within 30 days after the statement was mailed) to address a defense and/or explanation to the Directors.
Article IV - Board of Directors
Section 1. Number of Directors
The Board of Directors (BOD) shall consist of 6 members elected by the general membership for two-year terms. Each year three Directors shall be elected so that there should always be a carryover of three Directors from the previous year.
Section 2, Nominees to the Board of Directors
Nominees to the BOD must have been members in good standing for at least one year prior to being nominated.
Section 3. Nominating Committee
The nominating committee shall consist of three members appointed by the Chair by June 1.
The nominating committee shall request nominees for the BOD from among the general membership by an announcement in the first issue of either LIVEBEARERS or the LIVEBEARER TRADER to be mailed or be available to the membership after June 15; in the event no issues of LIVEBEARERS or LIVEBEARER TRADER can be mailed, or be available to the membership, between June 15 and July 31, the committee must solicit nominations by a first-class postal mailing to all current members. Members of the nominating committee may also supply nominations.
Section 4. Nomination Deadline
All nominations shall be in the hands of the nominating committee by September 1.
Section 5. Slate of Nominees
- The slate of nominees shall be approved by two-thirds vote of the nominating committee and presented to the general membership in the form of a ballot in September.
In the event that only three nominees are available for the ballot, the Directors may suspend Article IV, Section 4, (1) and:
- In the event an insufficient number of nominees (four or more) are available, the Directors may vote, by two-thirds vote, to cancel the election in favor of accepting the proposed slate of candidates.
- In the event that an insufficient number of nominees exist, of less than three, the Directors may vote, by two-thirds vote to suspend election by the general membership in favor of accepting the proposed slate of nominees and soliciting any member in good standing to serve as the third nominee.
Section 6. General Membership Balloting
In the event of a general membership vote for a ballot of candidates:
- Votes of the membership shall be tabulated on November 1 by a member appointed by the Chair of the BOD.
- Those 3 nominees with the highest number of votes shall assume office on the following January 1.
Section 7. BOD-Elect Actions and Responsibilities
- The BOD-Elect (three continuing Directors and three newly elected or appointed) shall select a Chairman and Vice-Chairman from among themselves during December in preparation for assuming office on January 1.
- The incumbent Chair will poll the BOD-Elect for persons willing to serve as Chairman and Vice-Chairman and will tabulate ballots. The Chairman-Elect and Vice-Chairman-Elect each must have received at least three votes from the BOD-Elect to be seated.
Section 8. Duties of the Board of Directors
The BOD shall:
- Operate and manage the affairs of the American Livebearer Association such that all decisions shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs.
Maintain records of all business transacted by appointing a Secretary (or Archivist), who serves for a year, or at the discretion of the BOD.
- This person shall keep records of all BOD meetings and correspondence, especially propositions and votes on those propositions.
- The Secretary/Archivist shall make this information available to ALA members who request it.
- There is no requirement that the Secretary/Archivist be personally present at BOD meetings; the BOD Chair may arrange with others to create meeting records.
- Appoint a Treasurer, who serves for a year, or at the discretion of the BOD.
- This person shall collect all funds due and distribute funds as directed by the BOD.
- The Treasurer shall make financial reports as requested by the BOD.
- The Treasurer shall produce a yearly financial report which shall be made available to the entire membership of the ALA by the annual Convention, or in lieu of a Convention, by May 1st.
- Appoint a nominating committee in accordance with Section 3 above.
- Annually appoint or re-appoint the editors, committee chairs, and any society representatives.
- Establish committees as needed to serve the society.
- Entertain suggestions and discuss problems or issues addressed to them by the membership.
- Operate on the basis of simple majority vote. In the case of a tie, the tie shall be broken by eliminating the Chairman's vote.
- Select an individual from the general membership to fill any vacancy resulting from death, disability, resignation, or dismissal of a BOD member (see Article V. Section 4). Such appointments must be in accordance with Article IV, Section 2.
- Provide for the proper insurance, bonding and security of all assets, funds, and individuals as appropriate.
Article V - Operation of the Board of Directors
Section 1. Voting Proposition by a Member
Any ALA member in good standing may suggest a voting proposition to the Chair of the BOD who must submit it to the BOD for consideration in the next BOD communication.
Section 2. Duties of the Chairman
- The Chairman shall send communications to each Director and Committee Chair between the fifth and tenth of each month and postmarked or time-stamped no later than the tenth of the month.
- This communication shall include propositions requiring a vote and any other business deemed necessary.
- Each Director shall respond to the Chairman's letter by the 25th of each month. The communication shall be postmarked or times-tamped no later than the 25th of the month.
- In the event a Chair has not issued the required BOD communication by the 20th of each month, the Vice-Chairman will assume the duties and responsibilities of Chairman.
Section 3. Duties of the Vice-Chairman
- The Vice-Chairman will assume the duties and responsibilities of the Chairman in the event the Chairman resigns, becomes incapacitated through injury or health, or is deceased.
Section 4. Duties of a Director
- Each BOD member shall respond to all voting propositions contained in the Chair's communication; this response to be postmarked or time-stamped no later than the 25th of that same month (see section 2 above).
- Any Director failing to respond to Board communications requiring voting responses for two months in a row is automatically resigned from that position.
Section 5. Director Remuneration
- No member of the BOD may be paid a salary or commission, or receive any other remuneration from the society, except for itemized expenses incurred in operation of the society.
- ALA funds shall not be used to pay for meals, transportation, nor lodging for any elected officer or committee person in ALA; such provision affords equal opportunity to all ALA members to attend the Convention based upon their personal resources. In the case of Convention workers who will miss formal programs due to Convention duties, the Convention Chair may waive those fees associated with the programs themselves.
Section 6. Investments
Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation but for investment, considering the probable safety of their capital as well as the probable income to be derived.
Section 7. Bonding
To ensure proper financial management of the affairs of the American Livebearer Association and in order to preserve and protect the assets of the Association, a minimum of the Treasurer and Chairman shall be bonded, as well as any other officer or person serving, in accordance with the recommendation of the BOD.
Article VI -. Treasurer
Section 1. Qualifications for the Treasurer Position
- Must be a member in good standing for at least one year prior to appointment.
- Must be bondable in a sum sufficient to protect the Association from harm or loss [fees for such bond to be paid by the ALA].
- Must comply with all applicable federal and state laws,
- Ability to clearly communicate via email, phone, and in written reports.
- Working knowledge of basic accounting procedures.
- Moderate to expert Microsoft Excel proficiency
Section 2. Additional desirable qualifications
- Dependable email access;
- Dependable phone access; ;
- Moderate Microsoft Word proficiency;
- Prior experience as a treasurer highly desired.
- Accounting backgrounds are highly desired.
Section 3. Responsibilities and Duties:
An individual appointed as Treasurer has several vital responsibilities. The duties below are required, but additional requirements may be directed by the Board of Directors as required and after majority vote.
- Control of all American Livebearer Association funds.
- Must maintain all financial records of the American Livebearer Association.
- These records should document every transaction of the American Livebearer Association including all documentation supporting all contributions, receipts, and disbursements. (Specific requirements are explained below.)
- Retaining a copy of each financial statement, disclosure report, along with original backup records relevant to the report or notice (such as bank statements, paid invoices, etc.).
- Retaining a copy of each required local, State or Federal documents.
- Preserving the above records for 3 years after the related report or statement is filed and making them available to the Board of Directors as requested.
- Exercising “best efforts” to obtain, maintain and report required information and keeping a complete written record on such efforts for a 3-year period.
- Responsible for the timely filing of all required reports to the. American Livebearer Association, Local, State, or Federal agencies.
- Responsible for the accuracy of the reports and with compliance of finance laws.
- Must be able to administer all phases of record keeping (general ledger and subsidiary records).
- Must be able to file all necessary information forms for Internal Revenue Service and be aware of all requirements for State and IRS filings.
- Must be able to effectively administer all financial dealings of the American Livebearer Association, including but not limited to: finances, taxes, establishment of fees, etc.
- Responsible for complying with recordkeeping requirements, even if the Treasurer appoints someone else to keep records...
- Responsible for insuring the Association in amounts sufficient to protect it from harm or loss at the Direction of the American Livebearer Association.
- Signatures, the one holding the account as well as the President or the Treasurer of the American Livebearer Association.
- Responsibility for implementation of all financial decisions of the American Livebearer Association to the extent allowed by the By-laws.
Section 4. Reports to be Certified/Filed Timely
All financial reports must be certified by the treasurer as true and accurate. .
- An original signature below the certification statement as certification that the report being submitted is true and accurate as filed.
- Disclosure reports are not required to be notarized.
- Financial reports are considered filed timely if they are delivered by the due date of the report or postmarked by the due date of the report.
- Must report to the American Livebearer Association Chairman at least monthly.
- Must supply the American Livebearer Association Chairman monthly with an updated financial statement; this monthly report is to be mailed by the 1st of each month.
- Must supply the American Livebearer Association Board of Directors with a full and complete financial statement prior to the Annual meeting.
- Must supply the American Livebearer Association Board of Directors with operational, budgetary and financial recommendations as required.
- Must report at the Annual meeting on the financial dealings of the American Livebearer Association
- Must produce a yearly financial report which shall be made available to the entire membership of the ALA by the annual Convention, or in lieu of a Convention, by May 1st
- Must supply all available information to a member (club or individual) on written request.
- To inform Affiliate clubs in arrears of their situation at least thirty (30) days prior to being dropped.
Section 5. Expenditures
All expenditures must be reported, along with the specific purpose of the expenditure.
- the date of the expenditure, the specific amount of each expenditure, and the purpose of each expenditure must be included. Any expenditure for postage may be paid in cash in any amount.
Section 6. Debts and Obligations
All committees must document all debts and obligations owed by the American Livebearer Association and those debts and obligations owed to the American Livebearer Association.
- If the American Livebearer Association receives a good or service for which they did not pay for at the time, the date the good is received and/or the service rendered would be reflected as the date of the debt on the Debts and Obligations Owed by the American Livebearer Association.
- A Committee may not close until all debts and obligations have been paid by the Committee.
- Any debt or obligation that is not paid would be considered a contribution to the American Livebearer Association.
Section 7. Treasurer’s Best Efforts
- The treasurers must make best efforts to obtain, maintain and report the information required by law with respect to itemized receipts and disbursements. When reporting information is incomplete, the American Livebearer Association and the Treasurer will be in compliance with these requirements if they can demonstrate that they used “best efforts” in trying to obtain and report the needed information. The criteria for making “best efforts” vary, depending on the type of transaction.
- To comply with Federal law, the American Livebearer Association must use best efforts to obtain, maintain, and submit the name, mailing address, occupation and name of employer of individuals whose contributions exceed $200 per calendar year.
Article VII - Dues
Dues shall be determined by the BOD.
Article VIII - Mode of Operation
- All business involving elections or voting propositions of the society shall be carried out by written correspondence except for uncontested Elections as noted in Article IV, Section 5.
- For expediency, telephone polls may be utilized but must be documented in the Chairman's next BOD letter.
Article IX - Publications
The official publications of the society shall be its bi-monthly bulletin LIVEBEARERS and the publication THE LIVEBEARER TRADER.
Article X - Amendments to Articles of Incorporation or the By-Laws
The Articles of Incorporation may be amended:
- at any annual meeting or special meeting of the corporation upon the affirmative vote of at least two-thirds (2/3rds) of the members entitled to vote thereon present at such meeting.
- or by voting by ballot mailed to the entire membership.
- Upon written request of at least ten percent (10%) of the members, the Board of Directors shall adopt a resolution setting forth the amendment proposed by such members and directing that it be submitted to the next meeting of the members held not less than sixty (60) days after the date of the filing of the request of the members with the Chairman of the Board of Directors.
- Written notice setting forth the proposed amendment or a summary of the changes to be affected thereby may be given by conspicuous placement of said notice in either of the corporation's bi-monthly publications.
- The power to alter, amend or repeal the Bylaws of the corporation, or adopt new By-Laws, shall be vested in the members of the corporation. Such alteration, amendment, repeal, or adoption of the Bylaws shall be done in accordance with the provisions set forth in this Article for the amendment of Articles.
In case of an amendment voted on by mailed ballot:
- no ballot shall be valid if received more than 30 days after the ballot was mailed to the general membership.
- approved changes in the Articles of Incorporation or the Bylaws shall be effective on the first day of the following month after being announced in either of the bi-monthly publications and mailed to the entire membership.
Article XI - Liability and Indemnification
Section 1. Director's Liability
Members of the ALA Board of Directors shall not be personally liable to the corporation or its members for monetary damages for a breach of the Director's fiduciary duty, except that this provision shall not eliminate or limit the liability of a Director for any of the following:
- A breach of the Director's duty of loyalty to the corporation or its members;
- Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
- A transaction from which the Director derived an improper personal benefit;
- An act or omission occurring before January 1, 1988, which would have allowed an individual Director to have been liable under the law at that time;
- An act or omission that is grossly negligent.
Section 2. Indemnification
Subject to all of the other provisions of this article, the Board may by resolution, indemnify any person who was or is a party, or is threatened to be made a party to, any threatened, pending, or completed action, suit or other proceeding (other than an action by or in the right of the ALA).
- Such indemnification shall apply only to a person who was or is a Director or officer or official representative of the ALA.
- The person may be indemnified and held harmless against such loss, expenses and costs (including attorney fees) actually and reasonably incurred by the person in connection with such proceeding, as determined by the Board, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the ALA.
- With respect to any criminal action or proceeding, the person must have had no reasonable cause to believe his or her conduct was unlawful.
- The termination of any action, suit, or proceeding by judgment, order, settlement, or acquittal or on a plea of nolo contendere or its equivalent, shall not create a presumption that the person is entitled to indemnification.
- Any indemnification under this article (unless ordered by a court) shall be made only on resolution by the Board in the specific case.
The Board must determine that indemnification is proper in the circumstances and consistent with this Article. Such determination shall be made in any of the following ways:
- By a majority vote of a quorum of the Board of Directors consisting of Directors who were not parties to such action, suit, or proceeding.
- If the quorum described in clause (1) above is not obtainable, then by a committee of Directors who are not parties to the action. The committee shall consist of not less than two disinterested Directors.
- By independent legal counsel in a written opinion. .
ARTICLE XII - DISTRIBUTION OF ASSETS
Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation, which organized and operated exclusively for charitable, educational, or religious and/or scientific purposes and which has established its tax-exempt status under Section 501©(3) of the Internal Revenue Code.