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Index of Bylaws
Article II
Article III
Article IV
Article V Organization, Directors, and Officers
Article VI
Article VII Powers and Duties of Executive Committee
Article VIII Powers and Duties of Board of Directors
Article IX
Article X
Article XI
Article XII
Article XIII |
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Bylaws Of The West Virginia Aquaculture Association Inc.
Section 1. The purposes for which the Corporation is formed are as follows:
1. To promote and protect the development and welfare of the aquaculture industry, throughout the State of West Virginia and elsewhere; 2. To act as an overall organization to speak for the aquaculture industry as directed by the corporations members on matters of importance to the industry as a whole; 3. To hold annual meetings and other activities for educational, promotional and policy making purposes; 4. To assist members in coordinating efforts and activities concerning production, marketing, sanitation and disease, educational programs, research programs, legislative and regulatory programs. 5. In general, the corporation shall have all the powers which the State of West Virginia confers upon organizations of this nature, as fully as if each of these powers were enumerated and set forth herein; this will include but not be limited to the purchase, rental, lease, hold, borrow or otherwise acquire property of any kind and to own, maintain, sell or otherwise deal in property of any kind, if in the interest of or therein aids the purposes of the Corporation. 6. To acquire gifts, donations, loans or grants of monies and property of any kind; enter into contracts, incur liabilities, borrow money and to pledge as collateral assets of the Corporation to aid in the purposes of the Corporation.
Section 1. The name of this Corporation is The West Virginia Aquaculture Association Inc
Section 2. The principal office of the Corporation shall be located at PO Box 6108 Morgantown, WV 26506 but may have other offices within West Virginia as the Board of Directors may determine necessary.
Article III Membership and Eligibility
Section 1. Active members
The membership of this Corporation shall consist of (2) classifications; active, and student
1. Active members; any individual, partnership, corporation or cooperative who owns, manages or otherwise has a direct financial interest in aquaculture with direct product contact in the aquaculture industry in West Virginia may become an active member upon payment of dues. Only active members have voting rights.
2. Student members; any individual who is enrolled in high school or college. They must possess a valid student identication card or form. Membership fees are $5.00 annually. Student members will not have voting privileges.
Section 3. Equal Opportunity:
No person shall be denied membership based on race, religion, color, sex or national origin.
Section 4. Dues:
The annual rate of dues for membership shall be fixed by the Board of Directors. Dues are payable at the time of joining the association and annually hereafter on January 1st. Dues shall be considered delinquent ninety (90) days after January 1st. Delinquent members shall be removed from membership rolls of the organizations.
Section 1. Annual Meeting:
The annual meeting of this association shall be held each year during the first calendar quarter year at a date, place and time designated by the Board of Directors. A notice of the annual meeting shall be given to all members at least thirty (30) days in advance of the meeting date.
Section 2. Special Meetings:
Special meetings of the entire membership may be called by the President, Executive Committee or four elected members of the Board of Directors. Notice of special meetings shall be mailed to membership at least seven (7) days prior to the date of the meeting and shall specify place, date, time and agenda for the meeting.
Section 3. Board meetings:
The Board of Directors shall meet at least semiannually at a date, place and time determined by them.
Section 4. Additional Board Meetings:
Additional Board meetings may be held whenever called by the President or majority of the Directors. Any and all business may be transacted at additional Board meetings. Notice of all regular and additional Board meetings shall be given in writing and mailed at least seven (7) days prior to the meeting date. Notices shall include date, place, time and nature of business to be transacted.
Section 5. Executive Committee Meetings: The Executive Committee shall meet as often as the President deems necessary at a time and place fixed by the President.
Section 6. Voting:
Only active members currently in good standing who are physically present are entitled to vote at meetings.
Article V Organization, Directors and Officers
Section 1. Organization and Directors.
Association business shall be conducted by a Board of Directors comprised of (5) members elected by and from the active membership at the annual meeting. In addition to the (5) board members the past/immediate WVAA president may vote at WVAA board meetings.
No more than two directors shall be from the same county at any one time.
Section 2. Terms of Office:
Elected directors shall serve three (3) year terms and shall not succeed themselves except when completing a partial term in the initial board of filling a vacancy. The initial terms of the Board of Directors shall be determined by lottery with two (2) one year, tow (2) two year and three (3) three year terms.
Section 3. Election of Directors:
The appropriate number of directors shall be elected at the annual meeting to replace expiring terms and to fill vacancies of un-expired terms. A nominating committee shall be appointed by the Board of Directors at least ninety (90) days prior to the annual meeting. The nominating committee shall contact nominees to determine willingness to serve. Nominations from the floor shall be called for and accepted. Not more than two (2) directors shall be from one county and not more than one individual shall be from the same partnership, corporation or cooperative. Directors may not succeed themselves except when completing an un-expired term by appointment or the first rotation of staggered terms of the initial election.
Section 4. Vacancies:
Vacancies in elected directors other than expiration of terms shall be filled by appointment by the Board of Directors. Persons so elected shall serve until the next annual meeting election. Vacancies among appointed directors shall be filled by appointment by the appropriate agency.
Section 5. Election of Officers:
At the first regular board meeting following the annual meeting, the Board of Directors shall organize by electing a President, and Vice President, from the members of the Board of Directors. The Board of Directors will also elect both a Secretary, and a Treasurer who are WVAA members but do not need to be on the WVAA Board of Directors.
Section 6. Executive Committee:
The Executive Committee shall be composed of the President, Vice president, Secretary, and Treasurer and immediate Past President.
Section 1. Annual Meeting:
A quorum at an annual meeting shall be constituted by those members present at that annual meeting.
Section 2. Quorum of Board of Directors: A quorum of a Board of Directors meeting shall be constituted by the presence of at least a majority of the elected directors.
Section 3. Quorum of Executive Committee:
A quorum of the Executive Committee shall be constituted by the presence of the majority of the elected officers present at any meeting.
Section 4. Procedures: Roberts Rules of Order shall govern the proceedings of all meetings of the association provided they are not in conflict with the bylaws.
Article VII Powers and Duties of Executive Committee:
The Executive Committee shall have such powers and duties as may from time to time be prescribed by the Board of Directors. These powers and duties may be all of the powers and duties of the Board of Directors subject to the general direction, approval, and control of the Board of Directors.
Article VIII Powers and Duties of Board of Directors:
Section 1. General Powers and Duties:
The Board of Directors shall have general supervision and control over the affairs of the Association and shall promulgate rules and regulations not inconsistent with the bylaws for the management and operation of the Association. It shall be their duty to require proper records to be kept of all business transactions.
Section 2. Agreements:
The Board of Directors shall have the power to carry out any and all agreements of the Association with the members in every way advantageous to the Association representing the members and others collectively.
Section 3. Audits:
At least once each year the Board of Directors shall appoint and fund as necessary, an auditing committee from the active membership to render a report in writing thereof. This report shall be submitted to the members at the annual meeting.
Section 4. Depository of Funds:
The Board of Directors shall designate a depository for the funds of the West Virginia Aquaculture Association.
Section 5. Fiscal Year:
The fiscal year of the corporation shall be the calendar year of January 1 to December 31.
Section 1. Duties of President:
The President shall preside over all meetings of the Association, Board of Directors, and the Executive Committee, call special meetings by the Board of Directors and Executive Committee, perform all acts and duties usually performed by an executive and presiding officer, sign all papers of the Association that he my be authorized or directed to sign by the Board of Directors, provided that the Board of Directors may authorize others to sign checks, contracts, and other instruments in behalf of the Association. The President shall perform such other duties as prescribed from time to time by the Board of Directors.
Section 2. Duties of the Vice-President:
In the absence or disability of the President, the Vice-President shall perform the duties of the President.
Section 3. Duties of the Secretary and Treasurer:
In the absence or disability of the President and Vice-President, the Secretary or Treasurer shall perform the duties of the President. The Secretary shall keep a record of all meetings of the Association and of the Board of Directors and shall have general charge and supervision of the minutes of the association. The Treasurer shall perform such duties with respect to the finances of the Association as may be prescribed by the Board of Directors. The treasurer shall serve all financial notices required by law and the by-laws and shall make a full report of all matters of business pertaining to the office at the annual meeting.
Section 1. Budget Committee:
The Secretary-Treasurer shall be chairperson of the Budget Committee. The President shall appoint two (2) other members of the Association to serve with the Secretary-Treasurer. The Budget Committee shall present a budget to the Association at the annual meeting.
Section 2. Membership Committee:
The President shall appoint a membership committee consisting of at least three (3) members that will be charged with recruiting new members.
Section 3. Other Committee:
There shall be other committees such as; legislative, promotion, research, education, health or others as deemed necessary by the Board of Directors and appointed by the President.
Amendments to the by-laws of this Association may be made at any annual meeting by a majority vote of the active members present and voting, provided the membership has been given at least thirty (30) days notice in writing. Official notice must specify place, date, time, and specific changes on which a vote will be taken.
Article XII Surrendering of Charter
Should the charter of this corporation be surrendered for any reason and its assets liquidated or disposed of, no part of the money or assets derived there from shall inure to the benefit of its members, officers, or directors but said money or assets shall be turned over to such charitable institutions as may be designated by its Board of Directors and as may be declared tax exempt under the law.
Section 1. Bylaws Printed:
After adoption the constitution and bylaws and other pertinent documents may be printed and a copy thereof delivered to each member.
Section 2. Seal:
The association shall have a seal, the design of which shall be subject to approval by the Board of Directors.
Certification:
The above and foregoing bylaws were approved and adopted by the members of the West Virginia Aquaculture Association Incorporated, a West Virginia non-profit, non-stock corporation at Petersburg, WV, this 18th day of March 1992.
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