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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 non-assignable. The rights and privileges of a Member,
including voting rights, are likewise nontransferable and non-assignable.
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) All BOD members are
required to sign the NACD Confidentiality Agreement.
(5) All NACD BOD
candidates are required to show history of volunteering and supporting the
NACD prior to being eligible to be nominated or serve on the NACD BOD.
The NACD nominating committee will determine eligibility. Attending
NACD board of director meetings, attending an NACD annual seminar,
volunteering with NACD committees, and submitting articles/publications to
the NACD journal/website are considered examples of volunteerism.
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 non-assignable. The rights and privileges of a
Director, including voting rights, are likewise nontransferable and
non-assignable.
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.
(a) 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 International 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.
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:
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:
The
acceptance by the director of any position which would disqualify him or her
under Section 4.05(3).
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