Meeting Minutes 9/24/12

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<span style="font-size: 13px;">BoD Meeting Minutes 9/24/12
Start Time: 7:15pm
Location: Hinton’s Wine Store</span>


Attendees: Seth Peters(Seth The Wine Guy-President/Bylaw Committee), Bill Mussel-White(ichthyoid-Vice President), Chris Horne(mojo-BoD), Raj Knight(Skriz-BoD), Dylan Carter(Ripped Tide-Secretary), Jesse Anderson(Dawgface-Moderator), Charles Tucker(eagle9252-ByLaw Committee) and Richard Nelson(rdnelson99-Bylaw Committee)

<span style="color: Blue;">This was a special BoD meeting called in order to address and vote on the proposals submitted by the Bylaw Committee, as well as one member’s submission. Charles and Rich represented the ByLaw Committee. Each proposal will be listed in the order that they were addressed by the BoD, followed with the Vote.</span>

<span style="color: Red;">Proposal #1- Submitted by the Bylaw Committe</span>

I/we hereby propose that the Bylaws of the Atlanta Reef Club be amend and/or changed as follows:

Revise Article I Section 3 to read as follows:

Section 3:
The Board of Directors shall have the power to fill all vacancies occurring within it's ranks during the Fiscal Year, in accordance with Article VII, Section three (3), of the Constitution of the Atlanta Reef Club. Appointees may take office immediately however shall be subject to confirmation by the general membership within 14 days of appointment. Confirmation shall be via means of an electronic poll conducted seeking approval of such appointee. Said poll shall clearly state the appointee's name, office appointed to and run for 7 consecutive calendar days. Confirmation of the appointment is conditional upon eceipt of a majority of favorable votes in said poll. Proposed appointee's shall also meet all requirements of Article VI Section 6 of the Atlanta Reef Club Constitution. Should an appointee fail to be confirmed, the BoD shall have the power to make additional appointments subject to said confirmation process. Should the office of Treasurer be filled via the appointment procedure the appointee shall not have power of signature on any financial accounts of the Atlanta Reef Club until which time said appointee has been confirmed. Any appointment made by the BoD may be contested as allowed in Article I, Section 8(4)a and b.

Add Section 8 to Article I: Board of Directors.
Section 8:
In addition to the stipulations and requirements as called for in Article VI: Officers and Elections of the Atlanta Reef Club Constitution the following stipulations and requirements must be met as they relate to election of officers to the Board of Directors.
1. Any member in good standing who accepts a nomination at least 14 calendar days prior to the election shall be added to the ballot. Within 13 days prior to the election, the names of all nominees shall be posted on an electronic thread viewable to all members in good standing. Baring a properly filed request to contend, a majority vote will be required for said nominee to be confirmed to office.
2. Any member in good standing who accepts a nomination later than 14 calendar days prior to the election, including floor nominations, shall be required to receive a 2/3 favorable vote to be confirmed to office. All members present and able to vote shall be made aware of any nominee who is required to achieve a 2/3 favorable vote immediately prior to commencement of voting.
3. Commercial members, Sponsor Members Non-Restricted, Sponsor Members Restricted or any person who received compensation in monetary or other forms for providing goods or services in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water shall not be allowed to accept a nomination later than 14 calendar days prior to an election.
4. Any nomination for an officers position on the Board of Directors that is accepted not less than 14 days prior to the election may be contested by a member in good standing by adhering to the following procedures:
a. A written request to contest the nomination must be submitted by electronic means. The term “electronic” specifically means posting on the club designated forum, currently located at http://www.atlantareefclub.org">www.atlantareefclub.org</a>. The author of the electronic contention will start a new thread with an appropriate title where the reasons to contest the nomination must be clearly posted. Due to the use of online user names, the true legal name of the author must be included on the electronic proposal. Two (2) additional signatures must appear cascading under the electronic author's post including the legal names of the two additional signatures.
b. At which time the conditions stated in a. above have been met, the author shall notify the BoD that this nomination has been contested and said nominee must receive a 2/3 favorable vote to be confirmed to office.



Proposed By _______________________________
Richard Nelson



Additional Signature #1 _______________________________
Jennifer Myerscough



Additional Signature #2 _______________________________
Mike Ufret

</em>

[B]Bill motioned a vote. Seth seconded the motion.
The BoD voted against (0-5) the proposal as stated. The Board has offered a few suggestions that would modify the proposal, and will strongly consider a revote if the modified proposal is submitted.

[/B]


[I]<span style="color: red;">Propsal# 6 –Submitted by the Bylaw Committee</span>

I/we hereby propose that the Bylaws of the Atlanta Reef Club be amend and/or changed as follows:

Add new Article VII: Definitions as follows:

Article VII: Definitions
Section 1:
As used in this document, the term ARC shall mean Atlanta Reef Club.

Section 2:
As used in this document, the term Commercial Member shall mean any person or entity, including all owners and employees, that do not sell or provide services directly to regular members but engages in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water.

Section 3:
As used in this document, the term Sponsor Member Non-Restricted shall mean any person or entity, including all owners and employees, that engage in sales or provides services directly to the regular members and engages in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water and wishing to receive full benefits of Sponsor Membership. A Sponsor Member Non-restricted shall maintain a place of business, which is normally open to the general public as well as club members. Said place of business shall not be greater than 250 miles from the Georgia State Capital building. Sponsor Member Non-Restricted status shall not be applied to any person or entity who would not normally be required by the authority having jurisdiction to maintain a business license related to such activity.

Section 4:
As used in this document the term Sponsor Member Restricted shall mean any person or entity, including all owners and employees, who engage in sales or provides services directly to the regular members and engages in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water and wishing to receive limited benefits of Sponsor Membership. Sponsor Member Restricted status shall not be applied to any person or entity who would not normally be required by the authority having jurisdiction to maintain a business license related to such activity.

Section 5:
As used in the document, the term Employee(s) shall mean any person who received compensation in monetary or other forms from a Commercial Member, Sponsor Member Non-Restricted or Sponsor Member Restricted for services rendered as part of normal business operations. Employee(s) shall be allowed to become a regular member however will be bound by the same restrictions placed on their employer as it pertains to acting as a member of the Board of Directors.

Section 6:
As used in this document the term BoD shall mean the Board of Directors for the Atlanta Reef Club.

Proposed By _______________________________
Richard Nelson



Additional Signature #1 _______________________________
Jennifer Myerscough



Additional Signature #2 _______________________________
Mike Ufret
</em>
[B]Chris motioned a vote, Bill seconded:

The BoD voted against (0-5) the proposal as stated. The Board has offered a few suggestions that would modify the proposal, and will strongly consider a revote if the modified proposal is submitted.



[/B]
[I]<span style="color: red;">[B]Chris proposed that we no longer offer a free member ship to Georgia Aquarium employees.[/B]</span> </em>[B]Motion seconded by Raj, and Passed (5-0).

The Atlanta Reef Club will no longer be offering a free membership to employees of the Georgia Aquarium.
[/B]




[I]<span style="color: red;">Proposal #4 –Submitted by the Bylaw Committee</span>

I/we hereby propose that the Bylaws of the Atlanta Reef Club be amend and/or changed as follows:

Revise Article II Section 4 to add the following second paragraph:

Not later than January 15th of each year, the Treasurer shall post to the members only section of [IMG]http://www.atlantareefclub.org">www.atlantareefclub.org</a> a summary profit and loss statement for the preceding fiscal year. At each meeting of the BoD, a Treasurer's Report shall be available for viewing by any member in good standing. Not later than December 31st the outgoing BoD shall submit to the incoming BoD a suggested budget for the upcoming year. Upon taking office, the new BoD shall make modifications to this budget and post a copy of said budget to the members only section of [IMG]http://www.atlantareefclub.org">www.atlantareefclub.org</a> not later than January 31.




Proposed By _______________________________
Richard Nelson



Additional Signature #1 _______________________________
Jennifer Myerscough



Additional Signature #2 _______________________________
Mike Ufret
</em>


[B]Dylan motioned a vote, Raj seconded:
The BoD voted against (0-5) the proposal. Financial records and information are already available to members upon request.[/B]



[I]<span style="color: red;">Member Proposal- Ralph Scheriff (Mysterybox)</span>

This proposal was submitted electronically, with electronic signatures. The original proposal can be found here: [IMG]http://www.atlantareefclub.org/forums/showthread.php?t=73030">http://www.atlantareefclub.org/forums/showthread.php?t=73030</a>


I hereby propose that the Bylaws for the Atlanta Reef Club be revised and amended as follows:
1. Article III: Membership, Section 5 shall be removed in it's entirety.
2. Article III: Membership, Section 7 shall be amended to remove the following sentence; “Sponsor members may not hold office, unless 2/3 voting members approve.”
Full legal name of person submitting proposal:
Ralph Joseph Scheriff
mysterybox
</em>
[B]Chris motioned a vote, Bill seconded:
The BoD approved (5-0) the proposal for a member vote. [/B]




[I]<span style="color: red;">Proposal #3 –Submitted by the ByLaw Committee
</span>

I/we hereby propose that the Bylaws of the Atlanta Reef Club be amend and/or changed as follows:

Add new Section 7 to Article I: Board of Directors

Section 7: Executive Session
At the sole discretion of the President, the BoD may convene in executive session either in person or by form of an electronic thread not viewable to non BoD members for the express purpose of discussing matters which would have a detrimental affect to the club or an individual if discussed in a public forum. No votes shall be taken nor any official actions made by the BoD in executive session. This provision is intended only to allow the BoD to obtain and evaluate sensitive information. All BoD actions related to information discussed in executive session must be done outside of executive session and available to all members.


Proposed By _______________________________
Richard Nelson



Additional Signature #1 _______________________________
Jennifer Myerscough



Additional Signature #2 _______________________________
Mike Ufret
</em>
[B]
Chris motioned to vote, Raj seconded:
The BoD voted against (0-5) the proposal. The board suggested one small change, and will consider a revote if a modified proposal is submitted.
[/B]

[I]<span style="color: red;">Proposal #2 -submitted by the ByLaw Committee</span>


I/we hereby propose that the Bylaws of the Atlanta Reef Club be amend and/or changed as follows:

Add new Section 6 to Article I: Board of Directors.
Section 6:
Any member in good standing wishing to have a BoD member removed from office for failure to diligently preform the duties assigned shall adhere to the following procedures:
1. Said member shall present to the board of directors a written request to remove a member of the BoD. This request shall include all pertinent information to substantially warrant removal of the BoD member. The removal request shall be hand delivered to the BoD at a regularly scheduled BoD meeting. Upon receipt of the request, the BoD shall review, discuss and make a determination to accept or deny the request within 7 calendar days. Should the written request to remove be approved by the BoD, an electronic poll shall be posted on the club designated forum currently located at [IMG]http://www.atlantareefclub.org">www.atlantareefclub.org</a>. This poll shall clearly state the name of the individual submitting the request along with the substantiating information warranting the removal. Said poll shall run for 7 consecutive days and require a 2/3 majority of voting members casting a vote in favor of removal at which time the BoD member in question will vacate all offices held.
2. If the above request is denied by the BoD the submitting member may choose to seek a Petition of Removal containing the original signatures of a minimum of 10% of current members in good standing. Once the minimum number of signatures has been acquired, this petition shall be hand delivered to the BoD at a regularly scheduled BoD meeting at which time, the BoD will initiate a recall election proceeding as stated in 3 below.
3. Within 7 calendar days of receipt of a properly executed Petition of Recall, the board of directors shall verify that all signatures are members in good standing and post an electronic poll on the club designated forum currently located at [IMG]http://www.atlantareefclub.org">www.atlantareefclub.org</a>. This poll shall clearly state the name of the individual submitting the petition along with the substantiating information warranting the recall. Said poll shall run for 7 consecutive days and require a 2/3 majority of voting members casting a vote in favor of removal at which time the BoD member in question will vacate all offices held.

Proposed By _______________________________
Richard Nelson


Additional Signature #1 _______________________________
Jennifer Myerscough


Additional Signature #2 _______________________________
Mike Ufret
</em>[B]
Chris motioned a vote, Bill seconds:
The BoD approved (5-0) the proposal for a member vote.
[/B]

[I]<span style="color: Red;">Proposal #5 -Submitted by the Bylaw Committee</span>


I/we hereby propose that the Bylaws of the Atlanta Reef Club be amend and/or changed as follows:

Revise Article III Section 5 to read as follows:

Section 5:
Commercial members may hold office. Nominations for Commercial members must be received not less than 14 days prior to the election. Commercial members are not eligible for floor nomination. Commercial members may vote. Commercial members may not solicit to the General Meetings, or at any other Club sponsored functions except as allowed in Article III Section 12. Two (2) membership cards will be issued for use by two (2) direct employees of the Commercial member or by the Commercial member's immediate family.

Revise Article III Section 7 to read as follows:

Section 7:
a. A sponsor membership non-restricted shall be given to all aquarium related businesses who, as a courtesy, give all members who present proof of membership in good standing a minimum of 10% discount. The discount should apply to all dry goods and livestock purchases throughout the year except shipping/handling, box charges, items currently on sale or discount, tanks, stands, canopies/hoods, lighting, and salt. Other items can be exempt from the discount if the Sponsor member gives notice to the Board of Directors. Sponsor members non-restricted may hold office. Nominations for sponsor member non-restricted must be received not less than 14 days prior to the election. Sponsor members non-restricted are not eligible for floor nomination. Sponsor Members Non-Restricted may not solicit to the General Meetings, or at any other Club sponsored functions except as allowed in Article III; Section 12.
b. A sponsor membership restricted shall be given to all aquarium related businesses who pay a membership fee as determined by the BoD either in monetary form or in goods and/or services of equal or greater value. Acceptance of goods and/or services in lieu of monetary dues shall be mutually beneficial to the club and the sponsor however final approval lies with the BoD. Two distinct classifications of Sponsor Member Restricted (Class I and Class II) shall be made available. Sponsor members restricted may hold office. Nominations must be received not less than 14 days prior to the election. Sponsor members restricted are not eligible for floor nomination. Sponsor Members Restricted may not solicit to the General Meetings, or at any other Club sponsored functions except as allowed in Article III; Section 12.

Revise Article III Section 8 to read as follows:
Section 8
a. The Atlanta Reef Club will provide to our Sponsor Members Non-Restricted, as a courtesy, the following:
Two (2) membership cards will be issued for use by two (2) direct employees of the Sponsor Member Non-Restricted or the Sponsor member's immediate family. This will allow them to attend any Atlanta Reef Club function free of charge.
A small advertising space on web site and newsletters.
* A listing on the Sponsor web page of the Atlanta Reef Club web site.
* Will be allowed to bulk e-mail a one (1) page announcement to all members in good standing twice per calendar year. This e-mail will be administered by the Membership Coordinator and approved by the BoD.
* Should a club function and/or meeting take place at the normal place of business for the Sponsor Member Non-Restricted, said member will be allowed to continue with normal business operations without restrictions.
b. The Atlanta Reef Club will provide to our Sponsor Members Restricted, as a courtesy, the following:
Class I
* Two (2) membership cards will be issued for use by two (2) direct employees of the Sponsor Member Restricted or the Sponsor member's immediate family. This will allow them to attend any Atlanta Reef Club function free of charge.
* Partake in discussions on the Atlanta Reef Club forum under the same restrictions applied to Sponsor Members Non-Restricted.
* Post one thread advertising said business. A link to said thread may be posted in the signature line of the Sponsor Member Restricted however no other form of advertising will be made available.
Class II
* In addition to the annual membership fee set by the BoD, Class II Sponsor Member Restricted shall extend a minimum of 10% discount as defined for Sponsor Members Non-Restricted.
* Two (2) membership cards will be issued for use by two (2) direct employees of the Sponsor Member Restricted or the Sponsor member's immediate family. This will allow them to attend any Atlanta Reef Club function free of charge.
* Partake in discussions on the Atlanta Reef Club forum under the same restrictions applied to Sponsor Members Non-Restricted.
* A small advertising space on web site and newsletters.
* A listing on the Sponsor web page of the Atlanta Reef Club web site.
Revise Article III Section 11 to read as follows:
Membership shall run for 1 calendar year from the date dues are paid. Dues for subsequent years must be paid in full by the anniversary date. If dues are not paid in full by the anniversary date, the member will be removed from the club roster with loss of rights and privileges of membership in the society. When dues are once again paid in full all rights and privileges will be restored and a new anniversary date will be established.

Add Section 12 to Article III: Membership
Section 12:
a. Commercial Members, Sponsor Member Non-Restricted and Sponsor Member Restricted may solicit to the General Meetings, or at any other Club sponsored functions if prior written approval is received from the BoD and is made available to all Commercial Members, Sponsor Member Non-Restricted or Sponsor Member Restricted members.

Proposed By _______________________________
Richard Nelson



Additional Signature #1 _______________________________
Jennifer Myerscough



Additional Signature #2 _______________________________
Mike Ufret
</em>

[B]The BoD abstained from voting on this proposal. After the approval of Ralph's proposal for a member vote, this proposal is irrelevant.[/B]

The Meeting was adjourned at 9:00pm


Total Budget for BoD Meeting 9/24/12: [I][B]$0.00[/B]</em>
 
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looks pretty good! alot accomplished..

I would have liked if the financial stuff was to be posted on the member's only area each year.. easier than us requesting it and more "open"
 
1mbrews8;800647 wrote:
I would have liked if the financial stuff was to be posted on the member's only area each year.. easier than us requesting it and more "open"

That's always at the discretion of the organization, but ultimately this information is *REQUIRED* to be provided to anyone (member or not) who requests it.

There are time-periods around how quickly it needs to be delivered and nominal charges can be imposed depending on the level of information requested. All of this can be found at
a> in reading about 501(c)(3) exempt entities.
 
1mbrews8;800647 wrote: looks pretty good! alot accomplished..

I would have liked if the financial stuff was to be posted on the member's only area each year.. easier than us requesting it and more "open"

Unfortunately, that was turned down by the BoD along with most of the other proposals. So, for now, you would still have to request to see them at a BoD meeting.
 
Hope you gave your fingers some tlc after all of that typing!

Thx Dylan!
 
At this BoD meeting 2 proposed changes to the by-laws were accepted by the BoD yet only one has been put forth for a vote by the membership? Can you explain why that is and when that might take place?
 
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