BYLAWS OF NoCo Reef

A Non-Profit Corporation

Article I: Name and Purpose

Section 1: Name

The name of this organization shall be NoCo Reef, hereinafter referred to as "the Organization."

Section 2: Purpose

The Organization is established as a 501(c)(3) non-profit for educational and charitable purposes, specifically to:

Promote awareness and responsible practices in the reefing and saltwater aquarium hobby.
Provide a community for hobbyists and industry professionals to connect, share knowledge, and collaborate.
Organize meetings, educational events, workshops, and guest speaker presentations.
Host raffles, fundraising events, and community outreach initiatives to support the growth of the saltwater hobby.
Advocate for sustainable reefing and conservation efforts.

Article II: Membership

Section 1: Eligibility

Membership shall be open to all individuals interested in the reefing and saltwater aquarium hobby, subject to approval by the Board of Directors.

Section 2: Membership Types

Free Members: Individuals who participate in online discussions but do not have voting rights or event access.
Individual Members: Individuals who contribute financially through annual dues and gain full club benefits.
Partner Members: Includes two individuals (spouses or household members) under a single membership.
Family Members: Covers an entire household (up to 4 individuals) with full membership benefits.
Industry Members: Professionals or businesses in the saltwater industry who wish to support the Organization.
Honorary Members: Individuals recognized for outstanding contributions to the hobby or Organization.

Section 3: Membership Dues

Dues shall be determined annually by the Board.
Failure to pay dues may result in suspension or termination of membership.

Section 4: Membership Rights and Responsibilities

Paid members (Individual, Partner, and Family) may attend events, vote in general meetings, and participate in raffles.
Industry and Honorary Members may attend events but do not hold voting rights.
All members are expected to uphold the Organization’s mission and code of conduct.

Article III: Board of Directors

Section 1: Powers and Responsibilities

The Board of Directors is responsible for the overall governance and strategic direction of the Organization, ensuring that it operates in accordance with its mission and bylaws.

Directors vs. Officers:

Directors: Serve on the Board and have voting power on major organizational decisions, policies, and financial oversight. They are responsible for guiding the long-term strategy and sustainability of the Organization.
Officers: Execute the day-to-day operations of the Organization, implementing the Board's policies and directives. Officers may also be Directors but are primarily responsible for managing specific roles within the Organization. The Board of Directors shall oversee the Organization’s operations, finances, and strategic direction.

Section 2: Composition

The Board shall have the authority to create additional roles as needed based on the organization's growth and operational requirements. The Board shall consist of at least four (4) Directors, including:

President (Founder, or appointed leader)
Vice President
Treasurer-Secretary
Operations & Marketing Director

Section 3: Board Term and Elections

Directors shall serve two-year terms, with the possibility of re-election.
Board members shall be elected by a majority vote of voting members.

Section 4: Founder Protection Clause

The Founder shall hold a permanent seat on the Board unless they choose to step down.
The Founder has veto power on major decisions, including bylaw changes, dissolution, and Board member removal.

Section 5: Removal of Board Members

Board members may be removed for cause (e.g., unethical conduct, negligence) by a two-thirds vote of the Board.
The Founder may not be removed unless they voluntarily resign.

Article IV: Officers and Duties

Section 1: Officers and Roles

As the Organization grows, the Board may establish additional officer positions to better manage club operations and activities.

President: Serves as the primary representative, presides over meetings, ensures mission alignment, and manages public relations.
Vice President: Assists the President, assumes leadership when needed, and oversees membership engagement.
Treasurer-Secretary: Maintains meeting minutes, records, and membership lists; manages financial records, bank accounts, tax filings, and oversees raffles and fundraising events.
Operations & Marketing Director: Plans and executes meetings, guest speaker events, and club logistics while managing digital outreach, social media accounts, and promotional activities.

Section 2: Elections and Terms

Directors shall serve two-year terms, with the possibility of re-election.
Directors may serve a maximum of three consecutive terms (six years total).
After reaching the term limit, a director must take a one-year break before running for the Board again.
Officers shall be elected annually by the Board and serve one-year renewable terms.
Officers may serve a maximum of four consecutive terms (four years total) in the same role.
After reaching the term limit in one officer position, they may run for a different officer role or return to their previous role after a one-year break.
To maintain leadership continuity, elections for half the board should be staggered each year (if membership volume allows).
A formal transition process shall be implemented to ensure a smooth handover of duties when board members or officers step down.
Officers shall be elected annually by the Board and serve one-year renewable terms.

Section 3: Removal and Replacement

Officers may be removed for failure to perform duties by a majority Board vote.
Vacancies shall be filled by Board appointment.

Article V: Meetings and Decision-Making

Section 1: Regular Meetings

The Board shall meet at least four (4) times per year.

Section 2: General Membership Meetings

General membership meetings shall be held at minimum every 3 months and at maximum once a month to provide updates, host speakers, and engage members.
A quorum (minimum number of voting members) shall be 10 members.

Section 3: Voting Procedures

Decisions shall be made by a majority vote of members present.
Bylaw amendments require a two-thirds majority vote, with the Founder’s approval.

Article VI: Financial Management

Section 1: Fiscal Year

The fiscal year shall be January 1 – December 31.

Section 2: Financial Oversight

All funds shall be used exclusively for the Organization’s mission.
The Treasurer-Secretary shall present financial reports at each Board meeting.

Section 3: Fundraising and Raffles

The Organization shall conduct fundraisers, raffles, and sponsorships to support operations.
Raffles must comply with state and federal regulations.

Article VII: Industry Partnerships and Sponsorships

Section 1: Partnerships

The Organization may collaborate with industry professionals, businesses, and conservation groups to further its mission.

Section 2: Sponsorship Guidelines

Sponsors may provide financial support, equipment, or event prizes.
Sponsorship agreements must be approved by the Board.

Article VIII: Dissolution Clause

In the event of dissolution, all assets shall be transferred to another 501(c)(3) non-profit organization that supports marine conservation or the aquarium hobby.

Article IX: Indemnification and Liability

Board members and officers shall be indemnified to the fullest extent allowed by law against liability incurred in service to the Organization.

Article X: Amendments

These bylaws may be amended by a two-thirds Board vote, provided the Founder approves.

Adopted on 3-15-2025