Club Bylaws

August 31, 1992

Amended March 3, 2003

Amended October 7, 2013

Amended September 8, 2016

Amended October 2, 2017

By-Laws of Alacosta Divers Corporation

Preamble

Alacosta Divers was founded as the Oakland Y Divers on December 9, 1957. The club later became disassociated with the Y.M.C.A. and held its first meeting as Alacosta Divers on March 14, 1966.

I. Principal Office

I.1 The principal office of the Corporation is hereby fixed and located at 29 Orinda Way #901, Orinda, California, 94563.

I.2 The Board of Directors may change the location of said principal office by a majority vote of said Board of Directors. Such change shall be noted by the Corresponding and Recording Secretary and shall not be considered an amendment of the By-Laws.

II II. Parliamentary Authority

Robert’s Rules of Order shall be parliamentary authority for all matters not covered by the Articles of Incorporation and/or By-Laws of this Corporation.

III Membership

III.1 Membership shall be open to all persons without regard to sex, race, creed or ethnicity.

III.2 Membership shall be open to persons who have been certified as “qualified scuba divers” by a nationally recognized certifying agency. Qualification of any applicant may be subject to review and approval by the Board of Directors at any time; and who are:

[a] Over 18 years of age or; 16 to 18 years of age who meet the requirements of III.3.b, below.

III.3 Membership in the Alacosta Divers Corporation shall be divided into the following categories:

III.3.a Regular Membership

Regular Membership, which shall henceforth be known as “Member”: A person who has paid the required initiation fee, is current in dues payments, and meets the requirements of the preceding paragraph.

III.3.b Additional Household Member

Additional Household Member, which shall henceforth be known as “Member”: This category considers the economy of only one mailing per household group from the Corporation and further encourages all diving household members to be active in the Corporation. Additional household members must reside in the same household as the member, and meet the requirements of paragraph III.3.a above. Additional Household Members between the ages of 16 to 18 must be accompanied by a parent or legal guardian on any club outing.

III.3.c Honorary Membership

Honorary Membership, which shall henceforth be known as “Honorary Member”: The Board of Directors may at its discretion appoint as an Honorary Member any person whom it considers to be a welcome and worthy addition to the Corporation. Honorary Members are not required to be certified divers. Their membership must be reconfirmed by the Board of Directors each fiscal year in the month of July. Honorary Members shall enjoy all the privileges of a member except as limited by these By-Laws.

III.3.e Life Membership

Life Membership, which shall henceforth be known as “Life Member”: The Corporation may at its discretion bestow the Life Membership status to any persons whom it considers to have made a major contribution to the furtherance of the Corporation. The procedure to elect a Life Member shall be the same as a by-law change in article VIII. Life Members shall enjoy all of the privileges of a member except as limited by these By-Laws.

III.4 Membership shall only be terminated by voluntary resignation, non-payment of dues, or disregarding of the laws herein. The Board of Directors may restrict, suspend, or recommend termination of membership to the General Membership of any person(s) I violation of the above with 2/3 vote of a quorum (5 or more Directors, see VI.1.a).

III.4.a Any member who jeopardizes another member in any way, or their property, endangers Corporation property, or whose conduct is otherwise deemed unacceptable by the Board of Directors shall be subject to the disciplinary action as stated above.

IV Elections

IV.1 Qualifications

Only members or Life Members of the Alacosta Divers Corporation shall be eligible to hold office or serve as a member of the Board of Directors.

IV.2 The elections of Officers and Board of Directors shall take place each year at the general membership meeting in the month of October. The newly elected Officers and Directors shall assume the duties of their office at the following Board of Directors meeting.

IV.3 Nominations of Officers and Directors

IV.3.a At its September meeting, the Board of Directors shall make nominations for all positions to be filled at the following month’s election. They shall submit the list of nominees to the membership present at the October general membership meeting.

IV.3.b The President shall open the nominations for further nominees from the floor of the October general membership meeting. These nominees must be present or have given previous consent for their nomination.

IV.4 Election Procedures

IV.4.a Election of Officers and Directors shall be by secret ballot. The nominee receiving a plurality of the votes in each of the offices shall be elected. The six (6) nominees receiving plurality votes for the Directorships shall be elected.

IV.4.b Only Members and Life Members present at the meeting may vote. Honorary Members may not vote. No absentee ballots shall be counted.

IV.4.c In the event of a tie, there will be a recount. Should the tie be valid, a re-balloting shall be taken until a candidate obtains a plurality of the votes or withdraws.

IV.5 Upon the vacancy of an office or directorship between elections, the President, with the approval of the Board of Directors shall fill said vacancy by appointment. The appointment should be made at the board meeting following the announced vacancy and requires a majority vote of those present. The appointed member shall hold office until the next October meeting.

IV.6 Term of Office

IV.6.a All Officers and Directors terms shall be one (1) year in length.

IV.6.b No member shall serve more than two (2) consecutive terms as President, Vice-President, Secretary, Communications Chairperson, Entertainment Chairperson, or Treasurer. No member shall serve more than three (3) consecutive terms as Director.

IV.7 Recall

Members of the Corporation’s Board of Directors may be removed from office if sufficient grounds for removal exist. Sufficient grounds shall include, but not limited to, the following conditions: incompetence, negligence of duty, chronic absence or failure to pay dues. Recall of an Officer or Director is put into effect by a member making such a motion and it being seconded at a general membership meeting. This motion would be followed by debate, following standard parliamentary law. Finally, it requires a two-thirds majority vote of the members present to pass.

V Officers and Board of Directors-Description and Duties

V.1 The Board of Directors shall consist of the following members of the Alacosta Divers Corporation:

V.1.a President (Corporation and Board)

V.1.b Vice-President (Corporation and Board)

V.1.c Corresponding and Recording Secretary (Corporation and Board)

V.1.d Communications Chairperson (Corporation and Board)

V.1.e Treasurer (Corporation and Board)

V.1.f Entertainment Chairperson (Corporation and Board)

V.1.g Six (6) Directors

V.1.h Immediate Past President

V.2 Duties:

V.2.a President

Shall preside at all Board and General meetings, shall appoint committees and submit appointments to the Board for approval, shall provide special assignments for the other members of the Board, shall have the authority to call special meetings, shall have the authority to make withdrawals from the Corporation’s bank account in the absence of the Treasurer when approved by the Board, shall serve as an ex-officio member on all committees and all the duties and functions normally associated with the office of President shall be his/hers. The President shall greet new potential members at general meetings, and volunteer for, attend or arrange diving events to recruit new members. No person may be nominated or elected as President of the Board of Directors who is not at least eighteen (18) years of age.

V.2.b Vice-President

Shall act as an assistant to the President, shall assume the duties of the President in the President’s absence, shall be the Corporation’s property custodian keeping track of all property, its location and condition, and shall prepare a yearly report on such club property for the August general membership meeting. The Vice President shall arrange for the provision of refreshments at the general membership meeting. The Vice President will become President should the presidency be vacated, and shall perform said function until the term expires. No person may be nominated or elected as Vice President of the Board of Directors who is not at least eighteen (18) years of age.

V.2.c Corresponding and Recording Secretary

Shall record permanently the minutes of all official Board and General membership meetings, and shall submit a copy via email to the Board and to the Communications Chairperson in a timely manner. Shall notify all members of Corporation meetings and activities, shall handle Corporation correspondence other than that specifically related to any officer, or committee chairperson and shall prepare an agenda prior to each general membership meeting.

V.2.d Communications Chairperson

The Communications Chairperson shall be responsible for the communication and distribution of the Corporation’s official publication and shall cause reports of the minutes of all official Board and General Membership meetings and other official actions of the Corporation to appear in the official publication of the Corporation. The official publication of the Corporation shall be defined as official electronic communications that reside on the Corporate Website and as emails.

V.2.e Treasurer

Shall receive and dispense all funds of the Corporation as authorized by the Board of Directors, shall establish and maintain a checking account in the name of the Corporation which either the Treasurer’s or President’s signature will be authorized for withdrawal, shall establish and maintain other bank accounts in the name of the Corporation as authorize by the Board of Directors. Shall permanently record all receipts and expenditures and shall cause a monthly financial status report to be presented at each general membership meeting. Shall receive all applications for membership and furnish relevant information such as email addresses to the Entertainment Chairperson and the Communications Chairperson. Shall be responsible for maintenance of a current roster and a mailing list of all members and provide the roster to the Board and to the Communications Chairperson and to Members upon request. Shall provide summaries of membership status at Board and Membership meetings. Shall maintain a current list of Life Members and provide this list to the Board and to the Communications Chairperson for publication on the Corporate Website. Shall cause an annual auditing of the Corporation books in the month of October and shall present a projected budget for the forthcoming year as described in Article VII, “Dues.” Shall complete the “Exempt Organization Annual Information Statement” as required by the State of California Franchise Tax Board. No person may be nominated or elected as Treasurer of the Board of Directors who is not at least eighteen (18) years of age.

V.2.f Entertainment Chairperson

Shall be responsible for finding and booking entertainment for general meetings. Shall ascertain the equipment needed by the presenter and ensure it is available at the meeting. Shall submit a description of the speaker and presentation in a timely manner to the Communications Chair for publication on the club website and to the club mailing list. Shall contact the Treasurer if an honorarium is needed for the speaker. Shall greet new potential members at general meetings, and volunteer for, attend or arrange diving events to recruit new members.

V.2.g Directors

The six (6) elected Directors shall participate in all board discussions and decisions, shall assist the corporation’s officers in the performance of their duties when so requested by the President, shall serve as additional liaison between the general membership and the Board of Directors, shall serve on committee(s) when so appointed by the President.

V.2.h Immediate Past President

Shall provide the required continuity from the past year’s Board of Directors, and shall function as an additional Director whose duties are described in V.2.f above.

V.3 Board of Directors

Shall consist of the six (6) Officers, six (6) Directors, and Immediate Past President whose duties are described in V.2 above. Shall, subject to the limitations of these by-laws and the laws of the State of California, control, supervise and direct the general management of the affairs of this Corporation.

V.3.a Only one set of officers exists for the Corporation. The President, Corresponding and Recording Secretary, Communications Chairperson, Vice President, Entertainment Chairperson, and Treasurer shall serve their functions both for the Corporation and on the Board of Directors.

V.3.b The Board of Directors shall plan and organize Corporation dives and events. Implementation for the plans may be carried out through the appointment of committees, dive chairs, etc. Each board member is encouraged to greet new potential members at general meetings, and to volunteer for, attend or arrange diving events to recruit new members.

VI Meetings and Voting

VI.1 Meetings of the Board of Directors:

VI.1.a Quorum shall consist of the presence of 5 members of the Board of Directors. No business shall enacted without a quorum present.

VI.1.b Except as otherwise provided by these By-Laws, the business of the Corporation shall be transacted by a simple majority of the quorum.

VI.1.c An Officer or Director voting at a meeting of the Board of Directors shall not be entitled to more than one (1) vote; no absentee votes shall be counted.

VI.1.d The Board of Directors shall meet at least once a month. The meeting shall be scheduled on the third (3^rd) Monday of each month. The Board may temporarily change the date of their meeting from time to time by a majority vote, such change shall be noted by the Recording Secretary and shall not be considered an amendment of the By-Laws.

VI.2 General Membership Meetings

VI.2.a Quorum shall consist of the members present at the meeting provided that a written notice was emailed to all members at least 4 days prior to the meeting. The Corporation’s email shall be considered as written notice. A quorum for all other meetings shall consist of 25% of the membership of the corporation. No business shall be enacted without a quorum present.

VI.2.b Except as otherwise provided by these By-Laws, the business of the meeting shall be transacted by a simple majority of the quorum. The membership may countermand action taken by its board by a majority vote.

VI.2.c Each Member, Life Member (including Officers except the President, and the Directors but excluding Honorary Members) shall be entitled to one (1) vote. No absentee votes shall be counted.

VI.2.d The Corporation shall hold at least one (1) general membership meeting each month. The scheduled meeting shall be on the first (1^st) Monday of each month. The Board may temporarily change the date of these meetings from time to time by a majority vote of said Board of Directors. Such change shall be noted by the Communications Chairperson via email and on the Website and shall not be considered an amendment of the By-Laws.

VII Budget, Dues, and Fiscal Year

VII.1 The annual budget and membership dues will be set in the following manner and according to the following progression.

VII.1.a At the Board of Directors meeting of each month of May, the Treasurer will present to the Board of Directors a detailed financial report of the past fiscal year (July 1 through June 30) and a projected budget for the upcoming fiscal year. Based on the projected budget the Treasurer will recommend a dues structure for the upcoming fiscal year.

VII.1.b The Board of Directors must next accept, reject, or alter the Treasurer’s recommendations of budget and dues. If the Board’s decision changes the current dues structure, the proposed change or changes must be published by email prior to the June general membership meeting of that particular year.

VII.1.c The membership will debate and vote on the Board’s recommended changes per parliamentary law. Voting will be by secret ballot and must have a two-thirds (2/3) majority vote of the members present to pass. If approved, such change(s) will become effective in July for the upcoming fiscal year.

VII.1.d The results of the voting and the rates of dues for the coming fiscal year shall be published in the Corporation’s monthly newsletter prior to the July general membership meeting.

VII.2 The fiscal year of the Alacosta Divers Corporation shall be from July 1 of a given year through June 30 of the following year.

VII.3 Annual dues are due and payable on July 1 of each year. Members who have not paid their annual dues by the end of October’s general membership meeting shall be considered delinquent and shall be dropped from the membership roster until their dues are received. The dues rates for the fiscal year are as follows:

Member $30.00

Additional Household Member $15.00

Honorary Member Free

Life Member Free

VII.4

Annual dues for the new members joining the corporation in months other than July shall be prorated for the remainder of the fiscal year. The chart below includes the prorated annual dues:

Month Member Additional Household Member

July $30.00 $15.00

August $27.50 $13.75

September $25.00 $12.50

October $22.50 $11.25

November $20.00 $10.00

December $17.50 $ 8.75

January $15.00 $ 7.50

February $12.50 $ 6.25

March $10.00 $ 5.00

April $ 7.50 $ 3.76

May $ 5.00 $ 2.50

June $ 2.50 $ 1.25

VIII Amending the By-Laws and Standing Rules

VIII.1 The Corporation’s By-Laws may be amended only in the following manner and according to the following progression except as stated elsewhere in the By-Laws (see dues).

VIII.2 The proposed amendment to the By-Laws must be submitted to and ratified by the Board of Directors or;

VIII.3 The proposed amendment bearing the signatures of seven (7) members may be submitted to the Secretary in written form for publication.

VIII.4 The proposed amendment in its motion/resolution form must be published via email prior to the general meeting at which said motion will be voted upon.

VIII.5 Voting shall be done only at General Membership meetings, it will be done by secret ballot, and a two-thirds (2/3) majority of the members present at that particular meeting is required to approve said amendment. If approved, the amendment will become operational at once. Members may amend the proposed amendment during the debate by majority vote without notice to those not in attendance.

VIII.6 The Corporation’s Standing Rules may be amended only at a General Membership meeting. Amending or rescinding any of the rules requires a motion, second, and two-thirds (2/3) majority vote of the members present. If notice of the proposed action was published by email previous to the meeting, rules may be amended or rescinded by a majority vote.

IX Standing Rules

IX.1 Meetings

IX.1.a Resolved, that the Corporation’s general meetings shall be open to the public, but only members in good standing as stated in the By-Laws may vote. .

IX.1.b Resolved, that Board of Directors’ monthly meetings shall be open to all members and the public, but only Officers and Directors may vote as stated in the By-Laws. Regular meeting times shall be set by the Board and approved by General Membership.

IX.2 Dives, Outings, and Activities

IX.2.a Resolved, that the Board of Directors shall plan and schedule at least one (1) dive, field trip, excursion, or event each month. These activities shall be open to all member categories. Non-member guests may also participate in such activities, provided they are at least 18 years of age, or are 16 to 18 years of age and are accompanied by their parent or legal guardian. Only certified SCUBA divers, who have signed an Alacosta Divers Liability Waiver will be allowed to participate in SCUBA dives.

IX.2.b Resolved, that for any dive which included the use of club equipment (boat and/or motor), at least one diver per boat must be a Boat Captain. Is shall be the responsibility of the Dive Chair to ensure that this requirement is met.

IX.2.b.1 Boat Captain

A Boat Captain is a member who has been certified by the Board of Directors to take a club boat on a club dive. The minimum requirements for Boat Captain status are:

[1] Membership in good standing in Alacosta Divers for at least 18 months; Demonstrated skills in club boat assembly/disassembly and care; Demonstrated skills in club boat handling; Demonstrated skills in club engine operation/care; Recommendation by two (2) Boat Captains; Designation by the Board of Directors as Boat Captain.

At the time these By-Laws are adopted, the Board of Directors shall select an initial group of Boat Captains; the list of these initial Captains is attached hereto and incorporated by reference – see Attachment A. The Board of Directors may designate additional or different Captains as provided in this attachment.

IX.2.c Resolved that members (all categories) shall be responsible for the safety and conduct of their guests at any club activity. This shall include but not be limited to: assuring certification status at dives for the dive chairman; assuring age at events at which alcoholic beverages are served (see IX.2.d below).

IX.2.d Resolved, that all diving, taking of game and other activities shall be in strict observance with Federal, State and Local Regulations and Laws. This shall include, but not limited to, serving persons under 21 years of age (including Associate Members) alcoholic beverages at any of these events.

IX.2.e Resolved, that scheduled dives shall always take precedence over non-scheduled dives; that all dives, scheduled and non-scheduled, shall have a dive chair who must assume the responsibilities listed for such, that all dives must have a minimum of five (5) divers at the launch and exit sites of the boat unless there exists an unusually easy entry area such as in harbor entries, in which case there must be a minimum of three (3) divers. Of these, at least (3) must be Corporation members for scheduled dives and five (5) for non-scheduled dives. The final decision concerning how many people must be present in any dive will be up to the Dive Chair and in no circumstances will there be fewer than noted above. Dive definitions are:

Scheduled dive

One planned and approved by the Board of Directors and/or the General Membership and notice given in the Corporation’s official publication.

Non-scheduled dive

Dives other than the above, but which meet the attendance rules (in IX.2.d above). The non-scheduled dive must have the approval of the President or Vice-President in his or her absence before utilizing any Corporation equipment.

IX.2.f Resolved, that the Chair of any activity, dive or trip by his/her appointment represents the Board of Directors and Corporation for the activity he/she chairs. The Chair shall take whatever reasonable measures deemed necessary, including denial of participation, to safeguard the health and welfare of all participants and to protect their and the Corporation’s property.

IX.3 Members Privileges and Rights

IX.3.a Resolved, that the Corporation’s official communication shall be published in a timely manner and emailed to each member (all categories) before the monthly General Membership meeting. The Corporate Website shall be used to archive the Corporation’s official communications.

IX.3.b Resolved, that a member in good standing who wishes to take a leave of absence may do so for a period not to exceed one (1) year without paying dues or initiation fees (see article VII.3 and VII.4). Upon return, the member must re-establish him/herself by payment of the prorated dues per article VII.5.

IX.4 Property – Boats, Motors, Etc.

IX.4.a Resolved, that any property purchased with the Corporation’s funds shall be owned outright in the Corporation’s name. Property may be kept by a Boat Captain, (or other member approved by the Board of Directors) for storage and or maintenance. Such property should be registered with the Vice-President for inventory and control purposes.

IX.4.b Resolved, that members (all categories) using Corporation owned property shall be held responsible for its care, and timely return. Although members who store Corporation property are responsible for providing reasonable care and security for such property, they shall not be held financially liable for loss due to circumstances beyond their control (e.g. fire or flood). All equipment must be checked in and out with the Corporation’s Custodian (Vice-President) who must approve the condition of the returned items. Any problems in this area should be submitted to the Board of Directors who shall ascertain any action to be taken.

IX.4.c Resolved, that upon dissolution of the Corporation, all monies after payment of outstanding debts, will be distributed to a non-profit corporation of similar purpose by the Board of Directors per the Articles of Incorporation, article VII.

IX.4.d Resolved, that the Corporation’s equipment shall not be taken out of the United States without either; Complete insurance to cover loss, or

An equivalent amount of cash deposited into the bank account of the Alacosta Divers Corporation to cover total loss of said equipment prior to commencement of said trip. The value of the equipment being taken shall be determined by the Board of Directors.

It shall be the responsibility of the Corporation’s President or Custodian to determine that the above requirement is met before releasing the equipment for said trip.

X. Requirements to be exempt as an Organization

described in section 501(c) (3) of the Internal Revenue Code

X.1.a. Said organization is organized exclusively for charitable, educational, or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

X.1.b.. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

X.1.c.. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

X.1.d.. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

X.1.e. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.