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BY-LAWS OF THE NATIONAL
ASSOCIATION FOR CAVE DIVING, INC.
A NONPROFIT CORPORATION
ARTICLE ONE - INTRODUCTION
1.01 Definition of By-laws
These By-laws constitute the code of rules adopted by the National
Association for Cave Diving, Inc. (also known as the NACD), for the
regulation and management of its affairs.
1.02 Purposes and Powers
This Corporation will have the purposes or powers as may be stated in its
Articles of Incorporation, in these By-laws, and such powers as are now or
may be granted hereafter by law.
1.03 Primary Purpose
The primary purpose of the National Association for Cave Diving, as stated
in Article II -Nature of Business of the Articles of Incorporation, is to
provide educational material and information related to the art of safe cave
diving for any and all interested persons.
Pursuant to this purpose, the NACD will;
(1) establish and maintain guidelines for equipment and techniques
appropriate for safe cave diving;
(2) promote and encourage safety in the sport of cave diving, and in diving
general;
(3) encourage and support education about and dissemination of accepted cave
diving practices;
(4) provide for a program of education and advanced training as appropriate
for safe cave diving;
(5) work to achieve cooperation and understanding among the members of the
cave diving community and with the general public;
(6) encourage and support the conservation of the cave environment, and the
natural ecosystems related to it; and
(7) encourage, promote, and support the development of innovative,
experimental and/or exploratory cave diving techniques, practices, and
equipment.
ARTICLE TWO - OFFICES AND AGENCY
2.01 Principal Office
The principle place of business of the Corporation shall be maintained
within the State of Florida, at any location mutually agreed upon by the
Directors of the Corporation. For the convenience of the Members, the NACD
shall maintain a permanent mailing address in Gainesville, Florida.
2.02 Branch Offices
In addition, the Corporation may maintain other offices either within or
without the State of Florida, as its business requires.
ARTICLE THREE - MEMBERSHIP
3.01 Definition of Membership
The Members of the National Association for Cave Diving are those persons or
other entities having membership rights in accordance with these By-laws.
3.02 Classes of Members
The NACD shall have two basic classes of Members, which are designated as
Voting Members and Nonvoting Members. The Voting Members of this Corporation
shall be of two kinds, Regular Members, and Instructor Members. The
Non-voting Members of this Corporation shall consist of all other kinds as
may be established from time to time by the Membership Committee with the
approval of the Board of Directors.
3.03 Membership Certificates
Certificates of Membership evidencing membership in such classes will be
issued by the NACD to its Members.
3.04 Qualifications of Members
The qualifications and rights of the Members of the membership classes of
the National Association for Cave Diving are as follows:
(1) Regular Membership shall be open to all persons who have successfully
completed an NACD Cave Diver Course or the equivalent, and who shall have
made application and paid the prescribed dues.
(2) Instructor Membership shall be open to those persons who have
successfully completed an authorized NACD Instructor Training Course, and
who shall have made application and paid the prescribed dues.
The Instructor Member shall maintain NACD Cavern Diver or Cave Diver
Instructor status as determined by the National Training Committee.
(3) Non-voting Membership shall be open to all interested persons and/or
other entities which meet the requirements established by the Membership
Committee, and who shall have made application and paid the prescribed dues.
Non-voting Members shall have the rights and privileges pertaining to their
particular membership class as may be granted by the Membership Committee,
with the approval of the Board, and such other rights and privileges as may
be granted to Members within these By-laws.
(4) Voting Members shall have all the rights and privileges accorded
Non-voting Members, and in addition shall have the following: (a) the right
to vote for election of Directors of the Corporation; (b) the right to vote
at all meetings of the general membership; (c) the right to petition to call
a meeting of the general membership; and (d) such other rights and
privileges as may be granted to them by the Articles of
Incorporation or by these By-laws.
3.05 Dues
The annual dues payable to the NACD by Members of each class will be in such
amounts as may be determined from time to time by the Board of Directors.
3.06 Assessments
Memberships will be subject to assessment of special dues as may be
determined from time to time by the Board of Directors. Such assessment of
special dues shall only be applicable to a class or classes of membership,
and not to an individual Member.
3.07 Arrears
Any Member in arrears for non-payment of dues shall be expelled from the
NACD, removed from the membership register, and shall be sent written notice
of such action.
3.08 Transferability of Membership
Membership in the NACD is nontransferable and nonassignable. The rights and
privileges of a Member, including voting rights, are likewise
nontransferable and nonassignable.
3.09 Termination of Membership
Membership in the Corporation shall be terminated, or application for
membership denied, on any of the following events, and for no other reason:
(1) Receipt by the Board of Directors or the Membership Committee of the
written resignation of a Member, executed by such Member or his/her duly
authorized attorney-in-fact.
(2) The death of a Member.
(3) The failure of a Member to pay dues or other legitimate assessments on
or before their due date.
(4) Criminal activity by a Member.
(5) Deliberately committing actions contrary to the Articles of
Incorporation, these By-laws, or the Administrative Policies of the NACD.
(6) Deliberately acting to harm or discredit this Corporation, its Officers
or Directors.
(7) For other cause, inconsistent with membership.
3.10 Petition Against Termination
It shall be the policy of the NACD to notify a Member of termination of
membership in writing, and to grant to the Member the right to petition the
Board for a hearing at which the Member may argue against termination of
his/her membership.
Such petition must meet the following conditions:
(1) be received by the Board of Directors not later than 30 days after
notification of termination of membership was sent
(2) must state in concise summary form why the Member believes by that
termination of membership is not warranted; and
(3) be supported by at least five Voting Members other than the petitioner,
as evidenced by their signatures on the letter of petition.
3.11 Disposition of Petition
The Board of Directors shall reject any such petition for hearing not
meeting the qualifications listed in section 3.09 of these By-laws. The
Board of Directors may reject any such petition for hearing by unanimous
vote of those Directors present at any duly constituted regular meeting of
the Board. When the petition for hearing is granted, such hearing shall be
held not later than the next regularly scheduled meeting of the Board of
Directors at which a quorum is present. The conduct of this hearing will be
at the discretion and pleasure of the Presiding Officer, with the consent of
the Board of Directors.
3.12 Annual General Membership Meeting
The NACD shall hold a general membership meeting annually at a time and
place to be set by the Board of Directors. At least six months shall elapse
between such meetings.
3.13 Special Meetings of the Membership
Special meetings of the general membership may be called by the Board of
Directors, or on the petition of one-tenth of the Voting Members.
3.14 Notice of Members' Meetings
Written or printed notice, stating the place, day, and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, must be delivered not less than fifteen nor more than
sixty days before the date of any members' meeting, either personally by
first class mail, in the newsletter, or at the direction of the President,
the Secretary, or the Officers or other Members calling the
meeting, to each Member entitled to vote at such meeting. If mailed, the
notice will be deemed to be delivered when deposited in the United States
mail addressed to the Member at his/her address as it appears on the records
of the Corporation, with postage prepaid.
3.15 Quorum of the Membership
A simple majority of the Voting Members shall constitute a quorum of the
membership at any general membership meeting. In the absence of a quorum of
the Members, the Board may act on behalf of the membership. All actions
taken by the Board in lieu of a quorum of the Members shall require the
assent of two thirds of the Directors of the Corporation.
3.16 Action by the Members
Once a quorum of the membership exists, a simple majority of those Voting
Members present shall be required to pass any motion, except as specified by
law, within the Articles of Incorporation, or within these By-laws.
3.17 Members' Voting Rights
Except for election of Directors of the Corporation, which will take place
as specified in section 4.07 of these By-laws, Voting Members may only vote
in person at lawfully called and constituted meetings of the membership.
3.18 Waiver of Notice
Attendance of a Member at any meeting of the general membership will
constitute a waiver of notice of such meeting except where such Member
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
ARTICLE FOUR - DIRECTORS
4.01 Definition of Board of Directors
The Board of Directors is that group of persons vested with the management
and business affairs of the National Association for Cave Diving, Inc.
subject to the laws of the United States of America, the laws of the State
of Florida, the Articles of Incorporation, and these By-laws. Parliamentary
questions concerning which the Board of Directors is in disagreement and
which are not resolved by recourse to the preceding documents, will be
resolved in accordance with any published guide to parliamentary procedure
selected by the Board.
4.02 Specific Powers of the Board
In addition to any other powers which it has the Board of Directors shall
have the authority and be empowered to manage all affairs of the
Corporation, to approve all appointive offices, to oversee all publications
of the NACD, and to set such policy as may be appropriate to coordinate the
contents of various publications in various media so as to further the
stated purposes of the NACD and to insure the availability and distribution
of the published items.
4.03 Structure of the Board
The Board of Directors of the NACD shall be divided into two classes; the
names and functions of which are designated as follows:
(1) Regular Directors, who shall serve as voting members of the Board of
Directors, and may delegate certain duties of his/her position to another
Member of the NACD with the approval of a majority of the Board.
(2) Instructor Directors, who shall serve as voting members of the Board of
Directors, shall maintain current status as an NACD Instructor, and may
delegate certain duties of his/her position to another Member of the NACD
with the approval of a majority of the Board. Further, an Instructor
Director shall, during their three-year term of office, be required to
certify a majority (minimum of 51%) of their overhead environment students
as NACD certification cardholders.
4.04 Number of Directors
The number of Directors of this Corporation shall not be less than three at
any time. Until further amendment of these By-laws, the number of Directors
shall be as follows: seven Elective Directors, consisting of four Instructor
Directors and three Regular Directors.
4.05 Qualifications of Directors
The qualifications for becoming a Director of the NACD are as follows:
(1) Regular Directors must be Voting Members in good standing.
(2) Instructor Directors must be Instructor Members in good standing.
(3) Directors shall not be directors, trustees, officers, shareholders, or
principals of any organization (other than the NACD) that trains or
certifies divers at technical levels.
4.06 Terms of Directors
The terms of office for the four Instructor Directors shall be for three
years with election to provide for staggered terms so that no more than two
Instructor Director will be elected in any one year: the terms of office for
the three Regular Directors shall be for three years with election to
provide staggered terms so that no more than one Regular Directors will be
elected in any one year.
4.07 Election of Directors
The election of the Elective Directors shall take place as follows:
(1) The Nominations Committee will present a slate of at least one candidate
for each position to be filled that year. The slate must be presented at the
annual general membership meeting, at which time nominations may be made by
the Members from the floor.
(2) The Nominations Committee, and any Member proposing a nominee, shall
obtain the consent of the candidate to serve if elected.
(3) The slate of nominations shall be prepared in ballot form and circulated
to the entire Voting Membership by the General Manager not later than 30
days following the annual general membership meeting. Ballots, to be counted
as valid, must be returned within a designated period of the date that the
ballots were sent to the Members.
(4) The Nominations Committee Chairman will assist the General Manager in
the preparation, distribution and counting of the ballots, and the results
of the election shall be announced to the Members via the newsletter.
(5) The General Manager shall inform the elected candidates of their
election. The Director elects shall take office at the January Board of
Directors meeting following the election.
4.08 Removal of Directors
Any Director may be removed from the Board when such action will serve the
best interests of this Corporation. Removal of a Director shall require the
vote of a majority of the Board of Directors, and will be based on the
following events:
(1) Termination of membership in the NACD as specified in section 3.09 of
these By-laws.
(2) Unexcused absence from two or more regular Board meetings during any
calendar year, or from four or more regular Board meetings during any term
of office.
(3) Any other repeated failure to carry out successfully the duties of such
Director. Such removal will be without prejudice to any contract rights of
the Director so removed.
(4) The acceptance by the director of any position which would disqualify
him or her under Section 4.05(3).
4.09 Vacancies on the Board
Resignation of Directors will become effective immediately or on the date
specified in the letter of resignation, and vacancies will be deemed to
exist as of such effective date. Any vacancy occurring in the Board of
Directors will be filled by a qualified Member appointed by the President of
the Corporation with the approval of the Board. The Member designated to
fill the vacancy will serve for the unexpired remainder of the term of
office of the predecessor in office.
4.10 Regular Meetings of the
Board
The Board of Directors shall meet at least once per quarter. Regular
quarterly meetings are to be held on the second Saturday of January, of
April, of July, and of October, except as otherwise stipulated by a majority
of the Directors. The time, date, and place of such quarterly meetings will
be announced to the membership at least five days prior to the date of each
regular meeting, preferably by publication in the newsletter.
4.11 Executive Session of the Board
Any meeting of the Board of Directors shall be open to attendance by
interested Members and invited guests unless the Board moves for Executive
Session. Members and observers attending Board meetings do not have any
right to address the Board or to debate any issue. The privilege to do so
may be granted by the Board at its discretion and pleasure. Executive
Session meetings shall be restricted to only the Directors and their invited
guests.
4.12 Special Meetings of the Board
Special meetings of the Board of Directors may be called by the Presiding
Officer or by a majority of the Directors. The time, date, place and agenda
of such meeting shall be announced, in writing, to the Directors, and to the
Committee and Branch Chairmen when appropriate, at least five days in
advance of the date of such meeting.
4.13 Quorum
A simple majority of the Directors will constitute a quorum of the Board.
4.14 Action by the Board
Once a quorum exists, a simple majority of those Directors present shall be
required to pass any motion except as specified within the Articles of
Incorporation or these By-laws.
4.15 Transferability of Directorship
Directorship in the NACD is nontransferable and nonassignable. The rights
and privileges of a Director, including voting rights, are likewise
nontransferable and nonassignable.
4.16. Absentee Voting by Directors
While a Director's voting rights are not transferable and not assignable, a
Director may cast his/her vote on any issue on the agenda for any Board
meeting by absentee ballot. To execute such an absentee ballot, a Director
must submit a letter or other written notice which states the specific
agenda items that the absentee ballot addresses and the Director's vote on
those particular items. Such written notice will be submitted to the
Presiding Officer by mail or by delivery not later than the beginning of the
meeting at which the absentee ballot is to be cast. Such absentee ballot
shall be executed by the absent Director or by his/her duly authorized
attorney-in-fact, and shall bear the signature of the executor of the
document.
4.17 Waiver of Notice
Attendance of a Director at any meeting of the Board will constitute a
waiver of notice of such meeting except where such Director attends a
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
ARTICLE FIVE - OFFICERS
5.01 Officers
The Officers of the NACD will consist of the following personnel:
(1) Elective Officers: (a) President , (b) Vice President, (c) Secretary /
Treasurer
(2) Appointive Officers: (a) General Manager, (b) Training Director
5.02 Qualifications of Officers
The qualifications for becoming an Officer of the Corporation are as
follows:
(1) Elective Officers must be Directors of the Corporation.
(2) Appointive Officers must meet the following qualifications:
(a) The General Manager must be a Voting Member in good standing, shall not
hold Elective Office, and shall not be a Director of the Corporation.
(b) The Training Director must be an Instructor Member in good standing, and
shall not hold Elective Office.
5.03 Selection of Officers
The Board of Directors annually selects the President, Vice President, and
Secretary/Treasurer from within its ranks. These Officers will supervise the
executive functions of the Board. Such selection of Officers will take place
at the regular January Board meeting, after the Director elects have been
installed.
5.04 Appointment of Officers
The Training Director and the General Manager are appointed annually by the
President, with the approval of the Board. Appointment of the Training
Director and the General Manager will take place at the regular January
Board meeting, after the selection of Officers as described in section 5.02
of these By-laws.
5.05 Duties of Officers
The duties of the several Officers of the NACD are described below:
(1) The President shall be the nominal head of the Corporation; shall report
to the Directors at each quarterly meeting, or at any other meeting at the
request of the Board; shall distribute to all Directors a written agenda for
each quarterly meeting at least ten days in advance of such meeting; shall
appoint standing and ad hoc committees at his discretion; shall select and
appoint the General Manager and the Training Director, with the approval of
the Board; shall be responsible for acquiring operating funds for the NACD
through activities approved by the Directors; and shall appoint an
Instructor Member or Regular Member, as appropriate, to fill any vacancy on
the Board, with Board approval, for the remainder of the term of the vacated
position. The President is a voting Director of the NACD.
(2) The Vice President shall fulfill the duties of the President when the
latter is absent; shall assume the office of the President should that
Office become vacant; shall coordinate the organization of the annual
general membership meeting; shall be responsible for special assignments
delegated by the President and/or the Board; and shall function as
Coordinator for all NACD Committees in the absence of an assigned Committee
Coordinator. The Vice President is a voting Director of the NACD.
(3) The Secretary/Treasurer shall maintain the records and minutes of the
NACD and the Board of Directors, which shall be filed and made available to
any Member upon request; shall maintain copies of the records and minutes of
any NACD Branches; shall be responsible for all business correspondence of
the NACD; shall be the custodian of its Corporate Seal; shall keep records
and accounts of the NACD, and of any of its Branches, including all monies
received and disbursed; shall present a quarterly Treasury Report for Board
review and approval; shall collect the annual dues from the Members and
shall maintain the official Membership Register in the absence of a
Membership Committee; and shall arrange for the issuance of Membership
Certificates with the assistance of the Membership Committee. The
Secretary/Treasurer is a voting Director of the NACD.
(4) The Training Director shall report to the Board at each quarterly
meeting, or any other meeting at the request of the Board; shall be
responsible for all training and certification activities through courses
approved by the Board, of all persons enrolled in or making application for
such courses; shall be empowered to censure, suspend, or revoke Instructor
status of any Instructor Member for cause, subject to the consent of the
Board; shall be the Chairman of the National Training Committee; shall serve
as an executive of the Board; and must be an Instructor Director in good
standing. The Training Director is a voting Director of the NACD.
(5) The General Manager shall be responsible for managing and coordinating
the business activities of the NACD; shall notify Members of certain NACD
business when appropriate; shall be responsible for the editing of a
newsletter which will be distributed to all Members and other Subscribers
quarterly, or more frequently as may be determined by the Board, or delegate
this duty to another Member with the consent of the Board; shall be
responsible for all aspects of service by the NACD to the general public;
shall act as Librarian for the NACD, or delegate the duties thereof to
another Member; shall Preside at any Board of Directors meeting in the
absence of the President and the Vice President; shall serve as an executive
of the Board; and may not hold elective Office except as provided in section
6.04 of these By-laws. The
General Manager is an Executive Officer of the NACD.
5.06 Prohibition of Multiple Officeholders
Multiple officeholders, or the practice of having one person hold more than
one Office, shall not be permitted by this Corporation, except as provided
in section 6.04 or in section 8.05 of these By-laws.
5.07 Removal of Officers
Any Officer may be removed from Office when such action will serve the best
interests of this Corporation. Removal of an Officer shall require the vote
of a majority of the Directors, and shall be based on any of the following
events:
(1) Termination of Membership in the NACD as specified in section 3.09 of
these By-laws.
(2) Removal from the Board of Directors of the Corporation as specified in
sections 4.08 or 4.09 of these Bylaws.
(3) Any other repeated failure to execute successfully the duties of his/her
office. Such removal will be without prejudice to any contract rights of the
Officer so removed.
5.08 Vacancies Among the Officers
Resignation of Officers will become effective immediately or on the date
specified in the letter of resignation, and vacancies shall be deemed to
exist as of such effective date. Any vacancies among the Officers shall be
filled as specified in these By-laws in sections 5.02 and 5.03. The Member
designated to fill the vacant Office will serve for the unexpired remainder
of the term of the predecessor in office.
ARTICLE SIX - NACD BRANCHES
6.01 Establishment of Branches
A Branch of the NACD may be established by interested Members or Officers,
with approval of the Board of Directors, or by the Board.
6.02 Branch Chairmen
A Branch Chairman may be elected by the Branch Members or appointed by the
Board. A Branch Chairman shall be a Voting Member in good standing of the
NACD. Each Branch Chairman shall report to the Board at least once per year,
on the occasion of the annual general membership meeting, or more frequently
at the request of the Board. A Branch Chairman shall not act on behalf of
the NACD, its Officers or its Directors except as in directives given by
resolution of the Board, or as specified by law or within the Articles of
Incorporation, these By-laws, or specific Administrative Policy.
6.03 Branch Operations
The officers, membership, meeting times and Branch dues, if any, shall be
determined by the Branch, with the consent of the Board. Conduct of all
operations of a Branch of the NACD shall be in accord with law, with the
Articles of Incorporation, with these By-laws, and with NACD Administrative
Policy. All requirements and limitations of operations as specified in such
above mentioned documents shall apply to any and all Branches of the NACD.
6.04 Corporation Officers as Branch Officers
Any individual may hold a Branch office concurrently with an Office of the
Board of Directors of this Corporation.
6.05 Branch Responsibility
Each Branch shall be responsible to the Board of Directors of the NACD.
ARTICLE SEVEN - INFORMAL ACTION
7.01 Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of
law, the Articles of Incorporation, or these By-laws, a waiver of such
notice in writing signed by the person or persons entitled to notice,
whether before or after the time stated in such waiver, will be deemed
equivalent to the giving of such notice. Such waiver must, in the case of a
special meeting of Members, specify the nature of the business to
be transacted.
7.02 Action by Consent
Any action required by law or under the Articles of Incorporation of this
Corporation or these By-laws, or any action which otherwise may be taken at
a meeting of either the Members or Board of Directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is
signed by all of the persons entitled to vote with respect to the subject
matter of such consent, or all Directors in office, and filed with the
Secretary of the Corporation.
ARTICLE EIGHT COMMITTEES
8.01 Classes of Committees
Committees which may be established by the Corporation compose two classes
as follows:
(1) ad hoc committees, which are established for a limited time period to
address a specific issue or issues; and
(2) standing committees, which are established for an undetermined length of
time and which are expected to have perpetual existence to address ongoing
or persistent needs of the Corporation.
8.02 Establishment of Committees
Ad hoc committees are established as the need arises by the President, with
the consent of the Board, or by the Board. When the specific issue(s) that
an ad hoc committee was directed to address have been resolved, the
committee is dissolved. Standing committees are established by the Board of
Directors through enactment of these By-laws, or by resolution of the Board.
Standing committees will continue to exist until formally dissolved by
resolution of the Board of Directors, or by amendment to these By-laws, as
the particular case requires.
8.03 Standing Committees
The following standing committees of the National Association for Cave
Diving are established:
(1) Conservation Committee
(2) Equipment Technology Committee
(3) Exploration and Survey Committee
(4) Membership Committee
(5) Nominations Committee
(6) Publications Committee
(7) Public Relations Committee
(8) Safety Committee
(9) Science Committee
(10) Training Committee
8.04 Selection of Committee Chairmen
A Committee Chairman may be appointed by the President, with the consent of
the Board of Directors, or by the Board.
8.05 Qualifications of Committee Chairmen All Committee Chairmen shall be
Members in good standing of the NACD. Committee Chairmen may hold other
Office in the NACD, and may serve on other NACD Committees. In so far as is
practical, one person will not chair more than one standing committee.
8.06 Responsibilities of Committee Chairmen
The Chairman of an ad hoc or standing committee shall:
(1) report to the Board of Directors at their regular quarterly meeting;
(a) submit a written report to the Committee Coordinator at least one (1)
week prior to the scheduled meeting (preferably electronic submission)
(b) notify the Committee Coordinator at least two (2) weeks prior to the
scheduled meeting if unable to attend in person such that the Committee
Coordinator can present the required report to the Board of Directors on the
Committee Chairman's behalf
(2) determine meeting times, dates, and places for his/her committee;
(3) select and appoint committee members (who may or may not be NACD
Members); and
(4) not act on behalf of the NACD, its Officers or its Directors except as
in directives given by resolution of the Board, or as specified by law or
within the Articles of Incorporation, these By-laws, or specific
Administrative Policy.
8.07 Term of Committee Chairmanship
A Committee Chairman will serve at the discretion and pleasure of the Board
of Directors.
8.08 Removal of Committee Chairmanship
The chairman of an ad hoc or standing committee may be placed on probation
or removed from his/her position for any of the following reasons:
(1) failure to provide a written report to the Committee Coordinator at
least one (1) week prior to the scheduled meeting.
(2) failure to appear at a scheduled meeting without complying with Article
Eight, Paragraph 8.06 (1)(b) above.
(3) at the discretion and pleasure of the Board of Directors.
8.09 Selection of Committee Coordinator
A Committee Coordinator may be appointed by the President, with the consent
of the Board of Directors, or by the Board.
8.10 Qualifications of the
Committee Coordinator
The Committee Coordinator shall be a member in good standing of the NACD.
The Committee Coordinator may hold other offices in the NACD. However, the
Committee Coordinator may NOT serve on other NACD Committees as listed in
Article Eight, Paragraph 8.03 of the By-laws.
8.11 Responsibility of the Committee Coordinator
The Committee Coordinator shall:
(1) coordinate the Committee Chairman reports that are made to the Board of
Directors at their regular quarterly meeting
(2) conduct reports to the Board of Directors at their regular quarterly
meeting in the absence and on behalf of the Committee Chairman
(3) not act on behalf of the NACD, its Officers or its Directors except as
in directives given by resolution of the Board, or as specified by law or
within the Articles of Incorporation, these by-laws, or specific
Administrative Policy
8.12 Term of the Committee Coordinator
The Committee Coordinator will serve at the discretion and pleasure of the
Board of Directors.
8.13 Removal of the Committee Coordinator
The Committee Coordinator may be placed on probation or removal from his/her
position at the discretion and pleasure of the President OR the Board of
Directors.
ARTICLE NINE - ADMINISTRATIVE POLICY
9.01 Policy of the Board
The Board of Directors will establish and implement administrative policies
pursuant to the Nature of Business of the NACD as specified in Article II of
the Articles of Incorporation of the National Association for Cave Diving,
Inc.
9.02 Committee and Branch Policy
NACD Standing Committees and NACD Branches will establish administrative
policies as appropriate or necessary to the concern of the Committee or
Branch. Such policy will be the responsibility of the Branch Chairman or the
Committee Chairman.
9.03 Implementation of Policy
No administrative policy shall be implemented without prior consent of the
Board of Directors.
9.04 Documentation of Policy
The Vice President, in his/her capacity as Committee Coordinator, shall
develop and maintain a complete written list of all Administrative Policies
of the NACD, its Branches and Standing Committees. Such list will be
distributed to all Directors, Officers, Branch Chairmen, and Committee
Chairmen. If an assigned Committee Coordinator exists, then he/she shall
assist the Vice President in carrying out the development and distribution
of such written policy list.
9.05 Record Keeping
The General Manager, in his/her capacity as NACD Librarian, shall maintain
at least three copies of the Articles of Incorporation, of these By-laws,
and of NACD Administrative Policy at all times. These documents shall be
made available to the Members upon request. All new Directors of the
Corporation shall be provided
with copies of these documents at or before the meeting at which they are
installed as Directors.
ARTICLE TEN - OPERATIONS
10.01 Fiscal Year
The Fiscal year of the National Association for Cave Diving will be the
calendar year.
10.02 Execution of Documents
Except as otherwise provided by law, checks, drafts, promissory notes,
orders for payment of money, and other evidences of indebtedness of this
Corporation will be signed by the Treasurer or by the President. Contracts,
leases, or other instruments executed in the name of and on behalf of the
Corporation will be signed by the Secretary and counter-signed by the
President, and will have attached copies of resolutions of the Board of
Directors certified by the Secretary authorizing their execution.
10.03 Books and Records
This Corporation will keep complete and correct books and records of
account, and will also keep minutes of the proceedings of its Members, Board
of Directors, and Directorial Committees. The Corporation will keep a
membership register giving the names, addresses, and showing classes and
other details of membership of each, and the original or a copy of its
By-laws including amendments to date certified by the Secretary of the
Corporation.
10.04 Inspection of Books and Records
All books and records of this Corporation may be inspected by any Member, or
his/her agent or attorney, for any proper purpose at any reasonable time on
written demand under oath stating such purpose.
10.05 Nonprofit Operations -Compensation
This Corporation will not have or issue shares of stock. No dividend will be
paid, and no part of the income of this Corporation will be distributed to
its Members, Directors, or Officers. However, the Corporation may pay
compensation in a reasonable amount to Members, Officers, or Directors for
services rendered.
10.06 Loans to Management
This Corporation will make no loans to any of its Directors or Officers or
to any or its key management or other personnel.
10.07 Members' Property Rights
No Member or Incorporator of this Corporation may have any vested right,
interest, or privilege of, in, or to the assets, functions, affairs, or
franchises of the Corporation, or any right, interest, or privilege which
may be transferable or inheritable, or which will continue if his/her
Membership ceases, or while he/she is not in good standing. Expelled Members
shall have no property rights to assets of the Corporation.
10.08 Nonprofit Purpose
In addition to that as stated within the NACD Articles of Incorporation, the
purposes for which this Corporation is organized are exclusively religious,
charitable, scientific, literary and educational within the meaning of
Section 501 (C) (3) of the Internal Revenue Code of 1954 or the
corresponding provision of any future United States Internal Revenue Law.
Notwithstanding any other provision of these By-laws, the NACD shall not
carry on any other activities not permitted to be carried on by an
organization exempt from Federal income tax under Section 501(C) (3) of the
Internal Revenue Code of 1954 or the corresponding provision of any future
United States Internal Revenue Law.
10.09 Dissolution
On dissolution, assets of this Corporation remaining after the payment or
discharge of all liabilities of the Corporation; the return, transfer, or
conveyances of assets held on conditions requiring the same; and the
transfer or conveyance of assets received and held subject to limitations
permitting their use only for charitable, religious, eleemosynary,
benevolent, educational, or similar purposes shall be distributed as
follows: in the event of dissolution, the residual assets of the NACD will
be turned over to one or more organizations which themselves are exempt as
organizations described in Sections 501 (C) (3) and Section 1 70(C) (2) of
the Internal Revenue Code of 1954 or corresponding sections of any prior or
future internal Revenue Code, or to the Federal, State or local government
for exclusive public use.
10.10 Secured Transactions
The Directors of this Corporation may authorize secured transactions or
other dispositions of corporate assets without approval by the Members.
ARTICLE ELEVEN - AMENDMENTS
11.01 Amendment of the Articles of Incorporation
The power to alter, amend, or repeal the Articles of Incorporation of this
Corporation is vested in the Members. Such action must be taken as specified
in the Articles of Incorporation. Article IX - Amendments to Articles of the
Articles of Incorporation states that the Articles of Incorporation may be
amended by a majority vote of the Members at the annual general membership
meeting of the Corporation, provided that any such proposed amendment must
have been submitted to any Officer or Director of the NACD in writing at
least two weeks prior to such meeting.
11.02 Modification of By-laws
The power to alter, amend, or repeal these By-laws, or to adopt new By-laws,
insofar as it is allowed by law, is vested in the Board of Directors. Such
action must be taken as specified in the Articles of Incorporation. Article
VIII - by-laws of the Articles of Incorporation states that the By-laws of
this Corporation shall be made, altered or rescinded by a majority vote of
the Board of Directors present at a regular or special meeting of said
Board.
ADOPTION OF BY-LAWS
Adoption of these By-laws by resolution of the Board of Directors shall
rescind and repeal any and all by-laws enacted by previous Boards of
Directors of this Corporation. Adopted by the Board of Directors of the
National Association for Cave Diving, Inc. by resolution and vote of 7 for
to 0 against on Saturday, October 14, 1989, at Branford, Florida.
DIRECTORS Approving:
(signed) Steve P. Gerrard, Pres.
(signed) John Thomas Crea Ill, V. Pres.
(signed) Dustin M Clesi, Sec./Tres.
(signed) Lloyd W. Bailey, Jr., Inst.Dir.
(signed) Mike Poskey, Dir.
(signed) Paul Heinerth, Inst.Dir.
(signed) Dayton Saltsman, Jr., Dir.
ADOPTION OF BYLAW
The following Bylaw was adopted by the Board of Directors of the National
Association for Cave Diving, Inc. by resolution and vote of 7 for to 0
against on Saturday, January 11, 2003.
Section 4.05:
(3) Directors shall not be directors, trustees, officers, shareholders, or
principals of any organization (other than the NACD) that trains or
certifies divers at technical levels.
Section 4.08:
(4) The acceptance by the director of any position which would disqualify
him or her under Section 4.05(3). |
