The principal office of the Corporation is hereby fixed and located at 2351 Rockne Dr., Concord, California 94518.
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.
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.
Membership shall be open to all persons without regard to sex, race, creed or ethnicity.
Membership shall be open to persons who have been certified as "qualified scuba divers" by a nationally recognized certifying agency. Qualifications of any applicant may be subject to review and approval by the Board of Directors at any time; and who are:
Membership in the Alacosta Divers Corporation shall be divided into the following categories:
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 Section III.2.
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 Section 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.
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 be the Board of Directors each fiscal year in the month of July. Honorary Members shall enjoy all of the privileges of a member except as limited by these By-Laws.
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. Life Members names shall be recorded in article Section IX.5.a. The procedure to elect a Life Member shall be the same as a by-law change in article Section VIII. Life Members shall enjoy all of the privileges of a member except as limited by these By-Laws.
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) in violation of the above with a 2/3 vote of a quorum ( 5 or more Directors, see Section VI.1.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.
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.
The election 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.
At its September meeting, the Board of Directors shall make nominations for all positions to be filled at the following months election. They shall submit the list of nominees to the membership present at the October general membership meeting.
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.
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.
Only Members, and Life Members present at the meeting may vote. Honorary Members may not vote. No absentee ballots shall be counted.
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.
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.
All Officers and Directors terms shall be one (1) year in length.
No member shall serve more than two (2) consecutive terms as President, Vice-President, Secretary, Newsletter Editor, Membership Coordinator or Treasurer. No member shall serve more than three (3) consecutive terms as Director.
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 be 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.
The Board of Directors shall consist of the following members of the Alacosta Divers Corporation:
President (Corporation & Board)
Vice President (Corporation & Board)
Corresponding & Recording Secretary (Corporation & Board)
Newsletter Editor (Corporation & Board)
Treasurer (Corporation & Board)
Membership Coordinator
Six (6) Directors
Immediate Past 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 Corporations bank accounts 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. No person may be nominated or elected as President of the Board of Directors who is not at least eighteen (18) years of age.
Shall act as an assistant to the President, shall assume the duties of the President in the Presidents 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.
Shall record permanently the minutes of all official Board & General membership meetings, and shall submit a copy to the Newsletter Editor 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.
Shall be responsible for the printing 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.
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 authorized 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 forward them to the Membership Coordinator. 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 Section 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.
Shall be responsible for encouraging new members to join the club and for encouraging retention of existing members, through promotion and publicity of the club and club activities at dive classes, dive shops and other venues. Shall arrange entertainment for general meetings. Shall be responsible for arranging maintenance of a current roster and mailing list of all members.
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.
Shall provide the required continuity from the past years Board of Directors, and shall function as an additional Director whose duties are described in Section V.2.g above.
Shall consist of the six (6) Officers, six (6) Directors and Immediate Past President whose duties are described in Section 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:
Only one set of officers shall exist for the Corporation. The President, Corresponding and Recording Secretary, Newsletter Editor, Vice President, Membership Coordinator, and Treasurer shall serve their functions both for the Corporation and on the Board of Directors.
The Board of Directors shall plan and organize Corporation dives and events. Implementation of the plans may be carried out through the appointment of committees, dive chairs, etc.
Quorum shall consist of the presence of 5 members of the Board of Directors. No business shall be enacted without a quorum present.
Except as otherwise provided by these By-Laws, the business of the Corporation shall be transacted by a simple majority of the quorum.
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.
The Board of Directors shall meet at least once a month. The meeting shall be scheduled on the third (3rd) 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.
Quorum shall consist of the members present at the meeting provided that a written notice was sent to all members at least 4 days prior to the meeting. The Corporation's newsletter 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.
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 any action taken by its board by a majority vote.
Each Member, Life Member (including Officers except the President, and Directors but excluding Honorary Members) shall be entitled to one (1) vote. No absentee votes shall be counted.
The Corporation shall hold at least one (1) general membership meeting each month. The scheduled meeting shall be on the first (1st) 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 Newsletter Editor in the official publication and shall not be considered an amendment of the By-Laws.
The annual budget and membership dues will be set in the following manner and according to the following progression:
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 up coming fiscal year.
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 in the Corporation's monthly newsletter which is to be issued prior to the June general membership meeting of that particular year.
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.
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.
The fiscal year of the Alacosta Divers Corporation shall be from July 1 of a given year through June 30 of the following year.
The term dues as used in this article shall be considered to include initiation fees, where applicable. An initiation fee will be charged to all new members and members who reinstate their membership after one years' absence. The initiation fee is twenty dollars ($20.00).
Annual dues is 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, should delinquency remain through June of the following year reinstatement shall be per item Section VII.3 above. The dues rates for the fiscal year are as follows:
Annual dues for new members joining the corporation in months other than July shall be prorated for the remainder of the fiscal year. The chart below includes both the prorated annual dues and the fixed initiation fee:
The Corporation's By-Laws may be amended only in the following manner and according to the following progression except as stated elsewhere in these By-Laws (see dues).
The proposed amendment to the By-Laws must be submitted to and ratified by the Board of Directors or;
The proposed amendment bearing the signatures of seven (7) members may be submitted to the Secretary in written form for publication.
The proposed amendment in its motion/resolution form must be published in the Corporation's newsletter prior to the general meeting at which said motion will be voted upon.
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.
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 a two-thirds (2/3) majority vote of the members present. If notice of the proposed action was published in the Corporation's newsletter previous to the meeting, rules may be amended or rescinded by a majority vote.
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. Meetings shall begin at 8:00 PM.
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. Meetings shall begin at 8:00 PM.
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.
Resolved, that for any dive which includes the use of club equipment (boat and/ or motor), at least one diver per boat must be a Boat Captain. It shall be the responsibility of the Dive Chair to ensure that this requirement is met.
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:
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 three Boat Captains;
Designation by the Board of Directors as Boat Captain.
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 Section IX.2.d below).
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 be limited to not serving persons under 21 years of age (including Associate Members) alcoholic beverages at any of these events.
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 (3) divers. Of these, at least three (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:
one planned and approved by the Board of Directors and/or General Membership and notice given in the Corporation's official publication.
dives other than the above, but which meet the attendance rules (in Section IX.2.e above). The non-scheduled dive must have the approval of the President or Vice-President in his absence before utilizing any Corporation equipment.
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.
Resolved, that the Corporation's official newsletter shall be published monthly and mailed or otherwise delivered to each member (all categories) before the monthly General Membership meeting.
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 Section VII.3 & Section VII.4). Upon return, the member must re-establish him/herself by payment of the prorated dues per article Section VII.5.
Resolved, that any property purchased with Corporation 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.
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 returned items. Any problems in this area should be submitted to the Board of Directors who shall ascertain any action to be taken.
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 Section VII.
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.
Resolved, That Life Members as described in Section III.3.d shall be elected per article Section VIII and shall have all of the privileges of membership without payment of dues. Life Members shall be listed below:
Carolyn Oltman and Linda Yee, each for him/herself, deposes and says; That Carolyn Oltman as President and Linda Yee as Secretary representing the Board of Directors of the Alacosta Divers Corporation (formerly Alacosta Divers); has presented the foregoing By-Laws to the general membership of the Corporation and received unanimous approval for their adoption on October 5, 1992.