BYLAWS OF THE SAN FRANCISCO BAY AREA KOI CLUB

 

I.      GENERAL INFORMATION                                                       

A.  NAME

 

The NAME of this organization is the San Francisco Bay Area Koi Club, hereafter referred to

as SFBAKC, or “the Club”. It shall be [is] a non-profit organization composed of Koi and pond

enthusiasts for the promotion of the art of keeping Koi. Various aspects of this interest may be               

emphasized from time to time as major portions of the membership request. The governing body

shall be the annually elected Board of Directors (club officers), as described in Section IV-A.

The annual year begins January 1st.

B.   MISSION

1.   To encourage, promote, and educate others in the art of keeping Koi through quality guidance

      and care for show, breeding, aesthetics, sales, or just for pleasure.

2.   To acquire and own property or equipment, which supports the purposes of the Club.

3.   To build a “Koi keeping” network among the members.

4.   Projects:

a.   Sponsor Koi shows and pond tours

b.   Study and research all areas of Nishikigoi, including pond and water garden design,

      construction, development, and support.

5.   Encourage and promote the development and presentation of show Koi.

C.  SAFETY

It shall be the policy of the Club to promote and conduct all activities and events in full compliance

 with applicable Federal, State and Local laws and regulations. Specific attention shall be given to

equipment and practices that could jeopardize the health or safety of club members, visitors, or others

within the sphere of influence of any Club activity.

D.  DISSOLUTION OF SFBAKC

If and when it becomes necessary to dissolve the organization of the Club, any and all assets,

equipment, cash or supplies owned by the Club shall first be used to pay for any debts or liabilities

of the Club. Any remaining assets shall be donated to a non-profit organization of similar interest

and purpose, i.e. 501©3. Should such an organization not be readily available, those assets shall be

donated to another non-profit organization as recommended by the remaining membership.

II.     MEMBERSHIP

A.  GENERAL RULES

1.   Members shall be hobbyists or other persons interested in Koi. A membership includes those

      living at one residence unless separate memberships are requested and paid for. Each paying

membership is entitled to ONE (1) voting privilege. No proxy votes shall be allowed.

2.   Support Members (Dealers) are members with a business resale license or others who are clearly

attempting to sell Koi or Koi related items for profit. Supporting Members may function as fully

participating members, but will NOT have voting privileges nor be allowed to hold an elected office.

If a general member becomes a dealer, their membership and voting status will be reviewed and may

be adjusted on a case-by-case basis by the Board of Directors.

2.   Support members (Dealers) are individuals who are owners, partners or decision-making managers

of a business, who are profiting from the sale of pond/pond related items. Supporting Members may function

as fully participating members, but will not have voting privileges nor be allowed to hold elected offices or

act as representatives of the club. If a general member becomes a dealer, their membership and voting status

will be reviewed and may be adjusted on a case-by case basis by the board of directors.

a.   An employee of a Koi/pond related business whose employment or income is not dependent on

their membership in SFBAKC or their ability to influence the buying decisions of the SFBAKC or its

members would not be considered a dealer under this article.

3.   Membership lists will NOT be sold or circulated for use by non-members. However, Supporting Members

will have the same access to the member list as other members [except for solicitation purposes. The most economical

        membership access is by advertising in the Koi News.] The Board of Directors will address questions of misuse

of this information by any member or supporting Member.

4.      It shall be the policy of this Club to work totally within all applicable laws concerning the use, sale, or

distribution of any controlled substance or equipment.

 B.        DUES

Dues may be reviewed and adjusted on the recommendation of the Board of Directors. Changes must be ratified

by the majority vote of the membership two (2) months after being published in the newsletter and announced in

the monthly meeting or the proposed changes shall be dropped. If the new rate is passed, it will become effective

at the beginning of the following fiscal year.

1.   Standard membership is $44.00 [$24.00] per year per family, which includes an annual

subscription to the magazine Koi USA.

2.   The Koi USA subscription fee shall ($20.00) be waived if a member belongs to another organization that

also includes the cost of the subscription. Dues will then be $24.00 per year.

Dues must be paid at the beginning of each new year. [by their anniversary date.]

4.   The prorated dues structure shall be: $24.00 from January 1st through March 31st;

$2.00 per month April 1st through September 31st; $30.00-October, $28.00-November,

$26.00-December (includes the following year).

5.   Any member who fails to renew their membership in the Club by [by their anniversary date]

February 28th of each year will be automatically dropped.

C.  DISCIPLINE OF A MEMBER

1.   Any member whose actions or behavior is deemed by the Board of Directors to be jeopardizing

the reputation or integrity of the Club may be suspended, pending completion of item #3 below.

2.   Any member who is verbally or physically abusive during Club projects and/or events may be dismissed.

3.   Dismissal of a member will be carried out upon majority vote of the membership (as defined in Section III-C)

at a regularly scheduled monthly meeting, and the individual notified in writing at least 10 days prior to the next club meeting.

4.   The dismissed party has the right to defend themselves at the next club meeting.

 III.      MEETINGS

A.  Scheduled meetings will be held on the fourth Saturday of each month, unless there is a conflict with

club projects, events, or holidays.

B.   The Club meeting dates may be modified by the president in date, time, and location if announced at least

2 months in advance to allow adequate notification to the membership. The Board of Directors may make

emergency changes, and telephone, [email] or mail will notify the members.

C.  At least twenty percent (20%) of the regular club members must be present to constitute a quorum.

[Note: should be lower, 20% of 150 are 30 member families]

D.  Special meetings may be called by the President of the Club, a majority of the Board of Directors, or

by special request to the President of at least five (5) members. Any business normally done at regular meetings

may be transacted as long as the conditions of Section III-C above are met. Notice of special meetings must also

include a summary of the business items to be acted upon and announced in the monthly newsletter one (1) month

before the special meeting.

E.   If there are questions of procedure in conducting the meetings of this club, Robert’s Rules of Order shall prevail.

IV.    BOARD OF DIRECTORS

A.  The Board of Directors shall be composed of six (6) members voted into office by the Club membership for

a period of twelve (12) months. Decisions of the Board of Directors must be unanimous in order to be implemented.

If not, the issue(s) shall be brought to the general membership for a vote per section III-C above.

1.   Each member of the Board of Directors should have been an active member of the Club for no less than 12 months.

2.   In the event of a vacancy, the remaining committee members shall fill the vacancy or appoint a substitute from

the voting membership.

3.   One paying membership is eligible for only one office - i.e., a husband and wife possessing one membership

may not occupy two different offices on the board. In addition, they shall be considered one person for the

purposes of Section IV-C below.

4.   The Board of Directors shall be composed of six (6) members elected by the general membership as outlined

in these by-laws. Those Directors shall be:

a.   President

b.   Vice President

c.   Secretary

d.   Treasurer

e.   Program Director

f.    Public Relations Director

 

B.   No member of the Board of Directors may accept any personal gratuity, gift, or benefit as a result of their

official position with the Club except as outlined in these by-laws. An officer’s performance shall be based solely

on their willingness and ability to serve. This specifically excludes benefits to Board Members from outside agencies,

businesses, “kickbacks”, discounts, or other benefits not specifically approved of in advance by the Board of Directors.

C.  The term of office on the Board of Directors shall be for one (1) calendar year with no more than two (2)

consecutive years in the same position. (An individual may serve in one position for two consecutive years; a different

elected position for one year, and, if elected, may return to the original position for another two years, etc).

D.  Meetings of the Board of Directors shall be conducted at least once per quarter, or more often as determined by

the Board of Directors. Minutes of such meetings shall be made available to the general membership. The meetings

will be open to the general members unless specifically announced otherwise by the members of the board.

E.   Election of Board of Directors

1.   At the regular meeting in the month of October, the President will call for nominations from the floor.

2.   The Secretary shall meet with and confirm each nominee’s acceptance of the duties and responsibilities of the

office for which they have been nominated as outlined in these bylaws. The Secretary will then submit a list of all

those who have accepted their nomination for each position to the board at least one (1) week prior to the next

regularly scheduled meeting.

3.   At the regular meeting in the month of November the President will close the nominations and call for a vote.

This vote may be by hand or by secret ballot. However, if two or more candidates are nominated for a particular

office the vote shall then be by secret ballot. One (1) vote per paid, regular membership will be counted. The

candidate with the greatest number of votes shall be declared elected by the President. In the event of a tie there

will be an immediate run-off vote.

4.   Installation of officers will be held at the December Luncheon meeting.

V.     BOARD OF DIRECTORS DUTIES

A.  Members of the Board of Directors shall meet at least once per quarter to discuss, plan, schedule and account for

the activities of the Club. This meeting will be separate from the meeting of the general membership.

B.   The Board is jointly responsible for the safe, legal, and responsible operation of all Club activities.

C.  The Board shall oversee the finances of the Club.

D.  Members of the Board may not be held liable for the actions or statements by others within the club.

E.   Each member shall attend at least 9 of the regularly scheduled meetings, and at least 3 of the executive committee

meetings each year during their tenure.

F.      The Board of Directors will secure insurance reasonably appropriate to protect the interests, functions, and the

G.     membership of the Club. [Already provided by AKCA]

Note: there are minor differences in the duties, such as: the Publications Committee maintains the Roster rather that the

Secretary, the Public Relations Director doesn’t publish the Koi News, currently the President has assumed that duty.

Should we establish a Process Committee to define the non-elected Chair positions [Pond Tour, Koi Show, etc.]?

VI.    ELECTED OFFICERS DUTIES PRESIDENT:

A.  Provide long range vision and direction to the club.

B.   Call special meetings of the Club, committees, Executive Committee, or any other meeting, which may be

requested by the membership or as allowed or required by the bylaws.

C.  Oversee all committees or assign other individuals to oversee the function in his/her place.

D.  Provide the agenda for the upcoming meeting to the Public Relations Director (PRD) no later than three (3) weeks

before the upcoming meeting.

E.   Install the newly elected officers at the end of their term or appoint an alternate.

F.   Implement the smooth transition of incoming officers. Transfer all data, lists, records, history and other information

available to the newly elected President.

VICE PRESIDENT:

A.     Assume all duties of the President during his/her absence or upon the request of the President, plus other duties,

B.     which may be requested.

SECRETARY:

A.  Keep minutes of all scheduled meetings, including meetings of the Board of Directors.

B.   Provide a copy of the minutes of the regularly scheduled club meetings to the Public Relations Director no later than

three (3) weeks before the upcoming meeting.

C.  Maintain a list of the name, address, phone number, E-Mail address, and other information on active members,

requests for information, membership, payments of dues, and other membership data supplied by the Treasurer.

D.  Provide an update of current members to the Public Relations Director for the mailing list.

E.   Provide a list of requests for Club information to the Public Relations Director.

F.   Ensure each member receives a copy of the bylaws.

TREASURER:

A.  Responsible for accounting, reporting, and authorizing the finances of the Club.

B.   Collect and record all dues, fees, or other Club receivables paid to the Club as a result of its activities plus

all other moneys due the Club.

C.  Send out membership renewal notices at the appropriate times. Advise the Secretary of any past due membership

accounts, and update the status on dues received from members.

D.  Prepare and present to the Public Relations Director a financial summary of all expenditures and receipts during the

previous month at least two (2) weeks before the upcoming meeting.

E.      Pay all budgeted expenses under $500 directly from the Club account and obtains approval from the Board for

payments

over that amount. Pay pre-determined accounts as may be authorized by the club membership and pay those bills

presented and approved at each regularly scheduled meeting.

F.   Prepare and submit all reports required by any governmental agency.

G.  Maintain a bank account for the Club, including a current signature card for the Treasurer, with a back-up

signature of the President.

H.  Advise the Board of the cash flow condition and financial status of the club monthly.

I.    Work with the Board members to develop the annual budget and budgets for each event.

PROGRAM DIRECTOR:

A.  Provide the Public Relations Director with a list and information on upcoming programs and events ready

for preliminary publication.

B.   Responsible for accounting for and reporting to the Treasurer all expenses and incomes from Club events.

C.  Schedule monthly meetings, speakers, events, refreshments, pond tours, shows, and other club activities.

D.  Submits a schedule with regular updates on upcoming events to the Public Relations Director to ensure timely

advertisement of all events.

PUBLIC RELATIONS DIRECTOR

A.  It shall be the specific goal of the Public Relations Director to present information about the Club to the members,

the local public, prospective members, and other interested individuals or groups in a positive, constructive and helpful

manner.

B.   Initiate, organize and/or approve all official public communications, publications, press releases or other items

which represent or voice the opinions of the Club. A key goal of the Public Relations Director is to screen all such

      information to ensure it complies and is in agreement with the philosophy, goals, intent, and legal position of the Club.

C.     Oversee and ensure the publication of a periodic report to all members of the Club. This publication shall be

D.     provided to all members at least one week before the next regularly scheduled meeting. This may include

writing, editing, soliciting input or assistance, printing, mailing, monitoring, planning and accounting for the costs

associated with Club publications. As a minimum, the monthly publication shall include:

 

·         A summary of the monthly update of the financial status of the club as provided by the Treasurer.

·         A summary of the minutes from the previous meeting as supplied by the Secretary.

·         The agenda for the next scheduled meeting as provided by the Program Director.

·         Other information that may be available and of general interest to members of the Club.

D.  Prepare and provide a yearly budget to the Treasurer by the end of the third quarter of the operating year or as

requested by the Board of Directors.

E.   Provide a written statement of any deviations from the planned annual Public Relations budget, which exceed the

scheduled costs.

F.   Track and maintain cost accounting for any special publication requests or projects - such as advertising for shows

or events. Obtain and provide original receipts or invoices to justify all requests for reimbursement required performing

the duties of the Public Relations Director.

G.  The PRD may solicit or otherwise encourage paid advertisements or other commercial support of the official publication(s)

of the Club. The conditions of all such support must be presented to and approved by the Board of Directors before being

accepted or used by the Public Relations Director. Such acceptance may be made during a regularly scheduled meeting or

by contacting each member of the executive board and gaining their approval individually.

H.  Periodically prepares written submissions to KOI USA Magazine and other appropriate publications as appropriate.

I.    Serve as the official liaison to the AKCA

END OF BYLAWS

Notes and History

Proposed Changes to the Bylaws

of the San Francisco Bay Area Koi Club.

Note From The Vice……………..elaine p jackson

Proposed changes are in [red], proposed deletions are struckthrough. There has always been discussion

regarding the definition of a dealer/supporting member; AKCA clubs are considered hobbyist clubs and,

even though we need dealers and they need us, their agendas differ from ours; we are a non-profit educational

volunteer organization, their priority is to promote their business first. Many of the Officer’s Duties were written

around the strengths of the person. Many of the duties listed for various officers are being performed by non

board committees, i.e., the mailing list/roster is being maintained by the Publications Committee.

There is a text block at the end for your comments. Just fill it out and hit ‘submit’

·        John Case, Bylaws Committee Chair