ARTICLE I -NAME
The Corporation shall be known as the Worldwide Koi Club (Referred to as WWKC).
ARTICLE II – PURPOSE
The purpose of the organization is: To be a non-profit club; to promote and expand the hobby of Koi and pond keeping; and, to engage in educational and social activities related to the hobby and to acquire and own such property as may be necessary for any or all of the foregoing purposes.
ARTICLE III – MEMBERSHIP
A. Individual Membership: Any individual not deemed a professional in the hobby, as defined in Section C., shall be eligible and shall become a member upon application, acceptance by the Membership Committee, and the payment of dues.
B. Family Membership: The spouse and minor children of an individual member shall be eligible to be non-voting, non office eligible AFamily Members@ upon approval of the Membership Committee, without the necessity of the approval of the Board of Directors.
C. Professional Membership: Professional Membership is defined as any individual or organization that is:
(1) engaged in the sale of ornamental fish to the public, or products or services related to the keeping of ornamental fish to the public; AND
(2) advertises or promotes their pond-related products, business, or pond-related
skills through the WWKC or its online chatboard, Koiphen.
The BOD shall reserve the right to make all final decisions on eligibility. Professional Membership does not carry a vote or eligibility for elected office.
D. Advertiser Membership: Advertiser Membership is defined as any individual or organization that is:
(1) engaged in the sale of ornamental fish to the public, or products or services related to the keeping of ornamental fish to the public; AND
(2) advertises or promotes their pond-related products, business, or pond-related skills through the WWKC or its online chatboard, Koiphen, through the purchase of banners advertisements, either top or signature.
(3.) are distinguished from Professional Memberships by not being provided a Marketplace where they can showcase fish or products on Koiphen.
The BOD shall reserve the right to make all final decisions on eligibility. Advertiser Membership does not carry a vote or eligibility for elected office.
E. Honorary Members: Honorary Members shall be individuals who have been recommended by the Membership Committee and who have been approved by the Board of Directors to Receive the status of Honorary Member as recognition of their service and commitment to the Functions, but will not be eligible to vote or hold office except if they are otherwise qualified to vote or hold office. There will be no dues connected with this title.
F. Lifetime Diamond Membership: Anyone eligible to be an individual or professional member shall also be entitled to the designation of a Lifetime Diamond Member. The only distinction from individual and professional membership being the payment of one lifetime dues payment, or the payment of the difference between any accumulated previous annual member payments and the Lifetime Individual Member dues amount, the amount of which is set by a majority vote of the Board of Directors, as opposed to annual dues. Lifetime Diamond Memberships can be requested and paid for at any time.
Application for membership into this Corporation must be made in writing to the Membership Committee, or by any other form approved by the Board of Directors. The Board of Directors will approve or disapprove membership with recommendation of the Membership Committee. When accepted, dues and all other necessary fees will be accepted by the Treasurer.
Article IV – Fiscal Year
A. The fiscal year and the year for the election and installation of officers shall be the calendar year.
Article V – Dues and Initiation Fee
The dues and initiation fees shall be determined by a majority vote of the Board of Directors at the Annual Meeting, but may be changed whenever else the Board deems appropriate, with proper notice and in accordance with proper procedure. Annual dues shall be paid on the anniversary of the original dues payment date for each member.
Article VI – Meetings
A. The annual meeting for the membership for the installation of officers and directors and for receiving annual reports from the Secretary and Treasurer shall be held at the regular meeting time in January of each year. Notice of the annual meeting must be submitted to the membership, at least five (5) days prior to said meeting. The meeting may be held, and notice of the meeting may be made in an electronic manner approved by a 2/3’s vote of the Board of Directors.
B. The regular meetings of the membership shall be held quarterly plus November, as needed or otherwise at a time, place and manner to be determined by a majority vote of the Board of Directors. Notice of the meeting must be submitted to the membership at least five (5) days prior to the meeting on the WWKC Members Only Forum, and Main Forum of KoiPhen .
C. Special meetings may be called by the President of the Non-Profit Corporation, a majority of the Board of Directors or by special request to the President of at least twenty- five (25) duly qualified members. The President will set the date, time, location and manner of such meeting subject to the approval of the majority of the members of the Board of Directors and Notice of the meeting must be submitted to the membership at least five (5) days prior to the meeting on the WWKC Members Only Forum, and Main Forum of KoiPhen. Any business normally done at regular meetings may be transacted. Notice of special meetings must also include a summary of the business items to be acted upon.
D. The members present in a duly called meeting shall constitute a quorum.
Article VII – The Board of Directors
A. The Board of Directors shall consist of (5) elected members and the President of the Non-Profit Corporation. The President shall act as Chairperson of the Board of Directors for the duration of his/her term. In the event of a vacancy on the Board, the remaining Directors, even if less than a quorum, shall fill the vacancy or vacancies for the unexpired term or terms by appointment.
B. The term of the elected members of the Board of Directors shall be 2 years.
C. There shall be no established regular meetings of the Board of Directors required by the bylaws other than the requirement that at least one (1) such meeting will be held each calendar year. Special meetings of the Board of Directors may be called by the President or by notice signed by a majority of the Board of Directors and notice thereof given to all Directors not less than one (3) days prior to such meetings. These meetings may be held at any time, place or manner agreed upon by the majority of the Board. Excessive absence from Board meetings or failure to maintain current membership in the Club may require resignation.
Article VIII – Officers
A. The officers of the Non-Profit Corporation shall be
President
Vice-President
Secretary
Treasurer
These officers are elected by the membership for a one (1) year term, except for the initial officers who shall serve a (2) year term.
B. Vacancy or non-performance of an officer, including maintaining current membership in the club, in any office shall be filled by appointment by the Board of Directors for the unexpired term.
Article IX – Election of the Officers & Board
A. At the regular meeting in the month of October, the President will appoint a nominating committee composed of not less than (5) members including a chairperson for that committee. The committee will meet prior to the November meeting and choose a slate of candidates for officers(and/or Board of Directors) to be presented to the membership at the November meeting. At that time, the chairperson of the nominating committee shall present the slate of candidates to the membership. Only Individual members shall be eligible to vote and hold office, and only after being active, dues paying members for at least one year. The President will call for nominations from the floor. Upon close of nominations the President will call for a vote. This vote may be verbal, electronic, by hand or by secret ballot. However, if two or more candidates are nominated for a particular office then the vote shall be by secret ballot to the extent that the general membership will not know who cast votes for whom. Those candidates with the highest number of votes shall be declared elected by the President. In the event of a tie, the tie shall be broken by a majority vote of the Board of Directors.
B. Prior to the January meeting, the President will appoint committees and chairpersons thereof.
All elections or appointments are subject to the approval of those elected or appointed. The installation of officers and announcements of appointments will be held at the January meeting.
Article X – Duties of Officers
A. The duties of the President shall be
1. To preside at all meetings at which he or she is present.
2. To appoint all committees, with or without the assistance of the other officers.
3. To install the newly elected officers at the end of his or her term (or appoint someone to do so).
4. To call special meetings of the Non-Profit Corporation, committees, Board of Directors or any other meeting which may be requested as outlined in the bylaws.
B. The duties of the Vice-President shall be
1. To assume all duties of the President during his or her absence or upon request by the President, plus other duties which may be assigned.
C. The duties of the Secretary shall be
1. To keep all records of the meetings including meetings of the Board of Directors.
2. To send out all notices of regular or special meetings as deemed necessary by the President or Board of Directors.
D. The duties of the Treasurer shall be
1. To collect and record all dues, initiation fees, special fees, etc. paid to the Non-Profit Corporation as a result of its activities plus all other moneys due the Non-Profit Corporation.
2. The Treasurer will add or remove the appropriate WWKC logo to the members signature line to indicate the membership is in good standing.
3. To see that each member receives a copy of the bylaws.
4. To prepare and present at each regular meeting a report of the receipts and expenditures occurring since the last meeting.
5. To pay pre-determined accounts as may be authorized by the membership of the Non-Profit Corporation and to pay those bills presented and approved at each regular or annual meeting.
6. To prepare and submit all reports required by any governmental agency.
Article XI – Committees
A. There shall be standing committees and select committees. All committees other than standing shall be created by the President as the need arises. Standing committees shall be created by a majority vote of the Board of Directors. All committee chairpersons shall keep a record of the proceedings and actions of their respective committees as a history and to assist successive committee persons.
Article XII – Approval & Amendments to the Bylaws
A. These Bylaws may be approved by a two-thirds vote of the Board of Directors and amended by an affirmative vote of two-thirds (2/3) of the membership present at any meeting of the membership provided proper notice of said meeting is given, by posting on the WWKC Members Only Forum, and Main Forum of KoiPhen as specified in these bylaws. The full text of the amendments to the Bylaws, which are proposed must be served upon each member at least five (5) days prior to the meeting at which such amendments are to be voted upon. Proposals for amendments to the bylaws shall be instituted only by the Board of Directors or at least (25) or more members.
Article XIII Property rights of members
A. The property of this Non-Profit Corporation is irrevocable; dedicated to the objects and purposes of the Non-Profit Corporation as outlined in Article 3, of the Articles of Incorporation. In the event of the dissolution of the Non-Profit Corporation, its properties and moneys shall not revert to the possession of the membership but shall be given to another Non-Profit Corporation or educational organization within the State of Rhode Island which is to be chosen by the membership of the Worldwide Koi Club, and whose aims and purposes are similar to those of the Worldwide Koi Club. No part of any net earning or assets of the Non-Profit Corporation shall inure to the benefit of any member or individual.
Article IXV – Parliamentary Authority
A. Robert’s Rules of Order (revised) shall govern all proceedings of this Non-Profit Corporation providing they are not in conflict with these bylaws.
Revision of VI-B from monthly meetings to quarterly dated June 12, 2009
Revision of VI-D from 1/3 of the membership to 1/5 dated January 4, 2013
Revision of III-A and III-C from Annual Meeting of January 14-18, 2013
Revision of VI-B, VI-C, X-D-4, and XII-A from Meeting of July 22, 2013
Revision of Article X-C-2 and X-D-2 from Meeting of November 12, 2013
Revision of Article VII-A and VII-B from Meeting ending January 24, 2014
Revision of III Adding new D renumbering old D to E and old E to F from Meeting of April 15, 2014
Revision of III-E to revised III-F from Meeting of April 15, 2014
Revision of VI-D from 1/5 of the membership to members present from meeting ending October 30, 2017
Revision of VII-C requiring participation by Board members from meeting ending October 30, 2017
Revision of VIII-B requiring participation by Officers from meeting ending October 30, 2017