Bylaws (revised Mike Miller; 26-Jun-2005 )

of Northern California Underwater Photographic Society

I. Membership

  1. A regular member is an individual who has paid dues for the current calendar year. Regular membership entitles an individual to all rights and privileges, including the right to vote and to stand for election.
  2. Member-at-large, for those who are unable to participate regularly in activities because of geographic or occupational factors, shall be paid membership.
  3. Honorary membership may be conferred by the Board of Directors, at its discretion, upon worthy recipients in recognition of outstanding contributions to the field of underwater photography or of special services to the Underwater Photographic Society. Honorary members may become regular members upon payment of membership dues.
  4. Lifetime membership may be conferred by the Board of Directors, at its discretion. Lifetime members have all the rights of regular members but are excused from paying dues.
  5. No membership shall be transferable.
  6. The Board of Directors shall set the membership dues and establish and other conditions of membership.
  7. An e-mail communication system will be maintained. Members may post diving or photographic related messages for club members. This system is not primarily for commercial communications. The Board of Directors will monitor the system. No moderator/owner of the e-mail systems will alter a posted message without prior contact and permission of the posting’s author.

II. Board of Directors

The Board of Directors consists of thirteen elected Board members, which will include five Officers and eight At Large Members plus all past presidents who are in good standing. Any regular member in good standing may be elected to the Board of Directors. Any candidate for the office of President must have been a club member in the previous calendar year.

  1. The Board of Directors has the power to:
    • Set dues and other conditions of membership
    • Approve budgets
    • Commit the club to support functions and events.
    • Organize club activities, including training, educational activities, competitions, and social events.
    • Organize such other activities that promote the art and science of underwater photography, further the participation of the members and obtain new members
    • Appoint such additional positions as may be needed to carry out club activities. However, such appointments will not make those persons members of the Board of Directors.
    • Fill vacant positions on the Board of Directors between elections by appointment.
    • Approve all club sponsorships and the terms and conditions of sponsorships.
    • Establish club policy consistent with these Bylaws.
  2. The Board of Directors will own all club web sites, e-mail systems, other forms of communications and all club property including bank accounts. If such must be owned by an individual, the Board will appoint one of its members to own it.
  3. Each Board Member At Large will accept specific assignments as decided by the Board.
  4. Any Director, including an officer, may be removed from the Board of Directors by a 2/3 vote of the membership present at the first membership meeting after a motion to do so is made at a membership meeting.
  5. Every Board of Directors Meetig will be open to any member in good standing unless closed ude to discussion of litigation or impending litigation. The date, time and location of the regular Board of Directors Meetings will be announced in the newsletter issued prior to the monthly club meeting. Any special Board of Directors Meetings will be announced through the e-mail system at least five calendar days before the meeting. Members attending Board meetings will have voice but no vote.
  6. Five elected Board Members will constitute a quorum for the transaction of any business. Past Presidents shall not be counted when determining whether a quorum exists.
  7. Only those Members present at a Board of Directors Meeting will have the right to vote. Proxy voting will not be permitted.

III. Officers

The Officers will be President, Vice President, Secretary, Membership and Treasurer. The Officers will be elected by the membership. The Officers will be members of the Board of Directors.

  1. The President will:
    • Preside over Board of Directors Meetings and Club Meetings
    • Represent the club in relations with the public
    • Administer the e-mail communications with club members
    • Work with other club members to implement Club activities
  2. The Vice President will:
    • Preside over Board of Directors Meetings and Club Meetings when the President is absent
    • Assume the office of President if the President in unable or unwilling to continue in office
    • Arrange the speakers for the club meetings
    • Maintain control of club property and supervise the audio and visual equipment for club meetings
    • Work with other club members to implement Club activities
  3. The Secretary will:
    • Record and preserve the minutes of the Board of Directors Meetings and those Club Meetings where decisions or elections occur
    • Maintain a Club History File
    • Provide communications with other organizations
  4. The Membership Officer will:
    • Maintain the membership roster showing the members in good standing.
    • Promote the benefits of membership to attract new members
    • Distribute new member cards and packets
    • Maintain the Release of Liability forms
  5. The Treasurer will:
    • Collect dues
    • Present a financial report at each Board Meeting showing income, expenditure and cash on hand
    • Prepare a club budget for approval by the Board of Directors and assist in the preparation of budgets for activities where club funds are to be expended
    • Pay the club debts as directed by the Board of Directors
    • Submit a financial report at the end of each calendar year

IV. Elections

  1. Elections will occur annually at the October meeting. Anyone who is a member in good standing as of the time of the election may run for office and vote. Each candidate for President must have been a club member during the previous calendar year.
  2. A separate Election Committee will be appointed by the Board of Directors to administer the elections.
  3. The membership will elect a thirteen member Board of Directors which will include five Officers and eight Members at large for a term of one year.
  4. Each office will be elected separately. Slates are prohibited.
  5. Nominations will open at the September Meeting and close at the October Meeting just prior to the election.
  6. The manner of voting will be approved by the Board of Directors. Voting may occur by those present at the club meeting, by mail, by e-mail or by any combination thereof as the Board may decide. Proxy voting is prohibited.
  7. The persons elected will take office on January 1 of the year following their election.
  8. Those persons leaving office will turn over all club documents, records and property to the new Board within two weeks after their term of office expires.

V. Finances

  1. The Board of Directors will approve a budget for the calendar year. This budget will include an estimate of dues revenue and the regularly occurring expenses. Thereafter the Treasurer will pay items in the budget without further Board Action.
  2. The Board of Directors must approve any expenditure over $100 prior to the expenditure being made if such expenditure is not in an already approved budget. The President has the power to approve any expenditure under $100 without Board approval to a maximum of $300 in any calendar month. A report of such expenditures without Board approval shall be made at the next meeting of the Board of Directors.
  3. Each Club activity will have a written budget, which must be approved by the Board of Directors before any expenditure may be made. Thereafter, the Treasurer may make such disbursements as are consistent with the budget for the activity. The Board of Directors must approve any changes to the budget before any expenditure may be made.
  4. The Club is not obligated to reimburse members who expend their own funds on a club activity that is not consistent with the approved Activity Budget. The Board of Directors may approve reimbursement is its discretion based on the best interest of the Club.

VI. Bylaws

  1. These Bylaws constitute the basic policy of the Northern California Underwater Photographic Society.
  2. All Bylaws must be adopted by a majority vote of the membership present at a regular membership meeting.
  3. Any proposed amendment to the Bylaws must be published to the membership in the newsletter and on the web site for at least one month before the regular membership meeting at which a vote will be held on whether to adopt it.
  4. Any member has the right to propose any amendment to the bylaws without the consent of any officer or the Board of Directors.


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