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ARTICLE
I
OFFICES
Section one. Principal Office.
The principal office of this Corporation shall be located in Miami Dade County, Florida.
ARTICLE II
MEMBERSHIP
Section One. Classes of Membership.
The Corporation shall have three (3) classes of Membership: Class A, Class B and Class C.
Class A Members
Shall be limited to business entities that are authorized to conduct business in the State of Florida, located
in Miami Dade County and are engaged in the business of diving as a Dive Shop, Dive Boat or other Diving related
business approved For Class A membership by a unanimous vote of the Board of Trustees.
To become a Class A Member a candidate must be approved for Class A membership by a unanimous vote of the Trustees.
In the event a Class A Member candidate fails to obtain approval by a unanimous vote of the Trustees but obtains
a majority vote they shall automatically become a Class B Member, if they so desire.
Only Class A Members shall have voting rights and only Class A Members can be nominated and elected as a Trustee
or appointed as an Officer of the Corporation.
Class B Members
Class B Members shall consist of any persons or businesse entities that are authorized to conduct business in the
State of Florida, located in Miami Dade County and is engaged in the business of diving and approved for Class
B membership by a majority vote by the Board of Trustees.
Class B Members shall not be entitled to vote on any matter whatsoever relating to, or affecting, the Corporation,
or can they serve as an Officer of Corporation. Class B Members may participate in a committee of the corporation
if nominated by a Class A Member of that committee and approved by the Board of Trustees, they may also attend
any regular or special meeting of the corporation but they may not participate in such meetings
Class C Members
A person or business residing in Miami Dade County and approved for general membership by the Trustees may join.
Class C members shall not be entitled to vote on any matter relating to nor affecting the Corporation nor may they
serve as an Officer of the Corporation or on any sub-committee of the corporation. They may attend any regular
or special meeting of the corporation but they may not participate in such meeting.
Section Two. Qualifications
Any person agreeing to be bound by the Articles of Incorporation of this Corporation, these Bylaws, and such rules
and regulation as the Trustees may from time to time adopt, and if otherwise meeting the criteria for the class
of membership to which such person seeks to be admitted, is eligible for membership in this corporation.
Section Three. Admission to Membership
The Trustees shall from time to time prescribe the form and manner in which application may be made for Membership,
and any person complying with, and remaining in compliance with these Bylaws and rules and regulations adopted
by the Trustees from time to time, and paying his dues (if any are generally imposed by the Board of Trustees)
shall automatically be admitted and remain a Member.
Section Four. Property Rights
No member shall have any right, title or interest in any property or assets, including any earnings or investments
income of this corporation, nor shall any of such property or assets be distributed to any member on the dissolution
or winding up thereof.
Section Five. Liability of Members
No member of this corporation, corporate or otherwise shall be personally liable for any of its debts, liabilities,
or other obligations, nor shall any member be subject to assessment.
Section Six. Transfer, Termination and Reinstatement
Membership in this corporation is non-transferable and shall terminate on the resignation, removal or death of
a member.
Any Class B or Class C Member may be removed from Membership in this corporation for conduct prejudicial to this
corporation or inconsistent with the purposes for which it is formed, by a majority vote of the Board of Trustees
at any meeting thereof at which a quorum of the Board of Trustees is present.
Any Class A Member shall be removed only in the manner provided for the removal of a Trustee. Such a person shall
be given reasonable notice to appear personally at such meeting of the Trustees and at such time shall be given
a hearing. Individuals whose Membership has been terminated may apply for reinstatement in the same manner as application
is made for initial membership.
Section Seven. Dues.
All members shall pay annual dues in the respective amounts as may be determined by the Board of Trustees and published
by the Board of Trustees in its regulations.
ARTICLE III.
MEETING OF MEMBERS
Section One. Annual Meeting
An annual meeting of all Members shall be held on the third Thursday in May in each year, beginning with the year
2003 at the principal office of the corporation, or at such other place or places as the Board of Trustees may
from time to time by resolution designate.
Appropriate for consideration at such meetings shall be corporate business as the Board of Trustees shall determine
and as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State
of Florida, such meeting shall be held on the next succeeding business day.
Section Two. Monthly Meetings
Monthly meetings of all of the members shall be held on the third Thursday of each month. Appropriate for consideration
at such meetings shall be corporate business as the Board of Trustees shall determine and as may come before the
meeting.
Section Three. Special Meetings
Special Meetings of members or of all members may be called by the President or a Majority of the Board of Trustees.
Section Four. Place of Meeting
The Board of Trustees may designate any place within the County of Miami Dade Florida, as the place of meeting
for any annual, monthly or special meeting of Members.
If no designation is made or if a special meeting is otherwise called, the place of the meeting shall be at the
principal office of the corporation, provided however that if all Members shall meet at any time and place within
Miami Dade County, and consent to the holding of a meeting, such meeting shall be valid without call, or notice,
and at such meeting any corporate action may be taken.
Section Five. Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of Members shall be delivered by email
to each Voting Member entitled to attend such meeting, not less than ten nor more than sixty days prior to the
date of such a meeting, by or at the direction of the President, Secretary or such person that are calling the
meeting. In case of special meetings, or when required by these Bylaws or law, the purpose or purposes for which
the meeting is called shall be stated in the notice.
If sent by email, a notice shall be deemed delivered when sent with a return receipt requested or if by mail when
deposited in the United States Mail, postage prepaid, addressed to the member at his or hers address as it appears
on the records of the corporation at the time of mailing.
Section Six. Voting Rights and Quorum.
(a.) If and to the extent that with respect to any matter the Articles of Incorporation or Bylaws of this corporation,
or applicable law, require Member approval, or consent, then only the Class A members shall be entitled to vote.
(b.) The presence of a majority of the Class A members entitled to vote shall constitute a quorum for the transaction
of business at each such meeting; provided, however, that if less than a majority of Class A members is present
at any meeting a majority of the Class A members present may adjourn the meeting from time to time without further
notice. The act of a majority of the Class A Members present at any meeting at which a quorum is present shall
be the act of the Class A Members.
Section Seven. Action without Meeting.
No meeting need be held by the Class A Members to take any action required or permitted to be taken by law, provide
all of the Class A members shall individually or collectively consent in writing to such action, and such written
consent or consents are filled with the minutes of the meetings of the proceedings of the Class A Members.
Action by written consent shall have the same force and effect as action by unanimous vote of the Class A members.
Any certificate or other document filed under any provision of law which relates to action so taken shall state
that the action was taken by unanimous written consent of the Class A members without a meeting, and that the Articles
and Bylaws authorize the Class A members to so act.
Such a statement shall be prima facie evidence of such authority.
Section Eight. Class B and C Members
Class B and C Members shall not be entitled to;
(a) Participate in any annual or special meeting of Class A Members; or
(b) Receive any notice of, or information related to such members; or
(c) Vote on any matter whatsoever, relating to or affecting the corporation. Class B and Class C members may, however
attend the meetings of Class A Members, but shall not be entitled to participate.
ARTICLE IV
TRUSTEES
Section One. Number
The authorized number of Trustees of this corporation shall be such as the Class A members shall determine at each
annual meeting of Class A members or any special meeting called for the purpose of electing Trustees, but in no
event shall there be less than three (3) nor more than five (5) Trustees.
Section Two. Term in Office
The Trustees named in the Articles of Incorporation as the first Board of Trustees shall hold office for the Terms
specified in the Articles of Incorporation.
At each annual meeting of the Class A Members, the Class A members may re-elect any of the initial Trustees if
their respective initial term has expired, or elect such other persons as they determine to serve as Trustees.
Each year a majority of the Trustees shall elect a Chairman from the elected Trustees. The term of office of each
Trustee's successor shall have been duly elected and qualified. Trustees may be elected for successive three-year
terms.
Section Three. Authority
(a) Powers. Except as otherwise provided in the Articles of Incorporation, or by these bylaws, the powers of this
corporation shall be exercised, its properties controlled, and its affairs managed by the Board of Trustees which
may, however delegate the performance of any duties or the exercise of any powers to such committees of the Board,
Officers or agents as the Board may from time to time, by resolution, designate.
(b) Common Trust Funds. The Board of Trustees may, by resolution from time to time duly adopted, establish one
or more common trust funds for the purpose of furnishing investments to the corporation, or to any religious, beneficial,
charitable or educational instituted with it, or to any organization, society, or corporation holding funds or
property for the benefit of any of the foregoing institutions, whether holding such funds or property as fiduciary
or otherwise, subject to such terms and conditions as are set forth in the Articles of Incorporation for this corporation
and these Bylaws.
Section Four. Replacement of Trustees
(a) Whenever a vacancy exists on the Board of Trustees whether by death, resignation or otherwise, the vacancy
shall be filled by a majority vote of the remaining Trustees, at a regular or special meeting of the board. Any
person elected to fill the vacancy of a Trustee shall have the same Qualifications as were required of the Trustee
whose office was vacated.
(b) Any Trustee may be removed, with or without cause, by the vote of a majority of the Class A Members or of the
Board of Trustees present at a special meeting called for that purpose at which a quorum is present. At any such
meeting, any vacancy caused by the removal may be filled.
(c) Any person elected to fill a vacancy in the Board of Trustees shall hold office for the unexpired term of his
predecessor in office, subject to the power of removal contained herein.
Section Five. Compensation
The Board shall determine the amount of compensation to be paid Officers and employees for services rendered to
the Corporation.
Section Six. Meetings
(a) Meetings shall be held at such place or places as the Board of Trustees may from time to time by resolution
designate; or, in the absence of such designation, at the principal office of the corporation.
(b) Annual Meetings of the Board of Trustees shall be held as soon as convenient after each annual meeting of the
Class A Members. Notice of such meetings shall be signed by the President or Secretary and emailed to each Trustee
at the email address last recorded on the books of the corporation, not less than three days prior to the date
thereof; provided, however, that this requirement may be waived by resolution of the Board of Trustees and that
no notice of such meeting shall be necessary if the entire Board is present.
(c) The President may, as he deems necessary and appropriate, and the President or Secretary shall, if so requested
in witting by two Trustees, call a special meeting of the Board. In each event, three days' written notice to each
Trustee shall deemed sufficient, provided however, that no notice of such meeting shall be necessary if the entire
Board is present.
(d) A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting;
however, that less than a majority of the Trustees is present at any meeting, a majority of the Trustees present
may adjourn the meeting from time to time without further notice.
(e) Except as otherwise may be provided in these Bylaws, or in the Articles of Incorporation, the act of a majority
of Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees.
(f) All meeting shall be conducted under Roberts Rules of Order.
Section Seven. Action without Meeting
No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all
Members of the Board shall individually or collectively consent in writing to such action, and such written consent
or consents are filled with the minutes of the proceeding of the Board. Action by written consent shall the same
force and effect as action by unanimous vote of the Trustees.
Any certificates or other document filed under any provision of law which relates to action so taken shall state
that the action was taken by unanimous written consent of the Board of Trustees without a meeting, and that the
Articles of Incorporation and Bylaws authorize the Trustees to so act.
Such a statement shall be prima facie evidence of such authority.
Section Eight. Liability of Trustees
The Trustees of this Corporation shall not be made personally liable for its debts, liabilities or other obligations.
ARTICLE V
OFFICERS
Section One. Designation of Officers
The Officers of the Corporation shall be a President, one of more Vice Presidents (as determined by the Board of
Trustees), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions
of this article.
The Board of Trustees may elect or appoint such officers, including one or more Assistant Treasurers, as it deems
desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Board
of Trustees.
No person may hold more than one office at a time, however the Board of Trustees may elect a Trustee to serve as
an officer if it finds to do so would be in the best interest of the corporation.
Section Two. Election and Term of Office.
The Officers of this corporation shall be elected annually by the Board of Trustees at the regular annual meeting
of the Board of Trustees, if the election of Officers shall not be held at such meting, such election shall be
held as soon as thereafter as may be convenient. New offices may be created and filed at any meeting of the Board.
Each Officer shall hold office until his successor shall have been duly elected and qualified.
Section Three. Removal
Any Officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its
judgment the interests of thee corporation would thereby be best served. Any such removal shall be without prejudice
to the contract rights, if any, of the officer so removed.
Section Four. Vacancies.
The Board of Trustees for the unexpired portion of the term, whether due to death, resignation, removal, disqualification,
or otherwise, may file a vacancy in any office.
Section Five. Chairman.
The Chairman of the Board of Trustees shall preside at all meetings of the Members and of the Board of Trustees.
Section Six. President
The President shall be the chief executive officer of the corporation, and shall exercise general supervision and
control over all activities of the corporation. The President, subject to the approval of the Board, may hire employees
and terminate their employment, with the exception of Officers.
He may sign, with the Secretary or other Officer duly authorized in writing by the Board of Trustees, any deeds,
mortgages, bonds, contracts, or other instruments, the execution of which has been authorized by the Board of Trustees,
except in cases in which signing and execution thereof shall have been expressly delegated to some other Officer
or agent of the Corporation by the Board of Trustees, by these Bylaws, or by law; and in general he shall perform
all duties incident to the office of President and such other duties incident to the officer of President and such
other duties as may be prescribed by the Board of Trustees.
Section Seven. Vice President.
In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restriction
upon the President. Any Vice President shall perform such additional duties as may be from time to time be assigned
to him or her by the Board of Trustees.
Section Eight. Treasurer.
If so required by the Board of Trustees, the Treasurer shall give bond for the faithful discharge of his duties
in such sum and with such surety or sureties as the Board of Trustees may deem appropriate.
The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation;
receive and give receipts for money due and payable to the corporation from any source whatsoever and deposit all
such money in the name of the corporation in such banks, trust companies, or other depositories as shall be selected
by the Board of Trustees; and in general perform all duties incident to the office of Treasurer and such other
duties as from time to time be assigned to him by the President or by the Board of Trustees.
Section Nine. Secretary.
The secretary shall keep the minutes of meeting of members and of the Board of Trustees, and shall perform such
other duties as may otherwise be provided by resolution or be granted by the President or the Board of Trustees.
Section Ten. Assistant Treasurer and Assistant Secretaries
The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as may be assigned to
them by the Board of Trustees, the President, The Treasurer, or the Secretary of the Corporation.
ARTICLE VI
COMMITTEES
Section One. Standing Committees.
By majority vote of Trustees in Office, the Board of Trustees may, by resolution duly adopted, establish one or
more committees, each of which shall consist of two or more Trustees and any other persons designated by the Board,
which committees, to the extent provided by such resolution, shall have and exercise the authority of the Board
of Trustees in the management of the Corporation; provided, however, that the designation of such committees and
delegations of authority thereto shall not operate to relieve the Board of Trustees, or any Trustee individually,
of any responsibility imposed on it or such Trustee by these Bylaws.
Section Two. Safety and Training Committee.
The matter of setting safety policies and training standards for the corporation shall be exclusively vested in
a Safety and Training Committee which shall consist of not less than two Trustees who shall be elected by a majority
of the Board of Trustees.
Section Three. Public Relations.
The matter of setting marketing policies and programs for the corporation shall be exclusively vested in a Public
Relations Committee which shall consist of not less than two Trustees who shall be elected by a majority of the
Board of Trustees.
Section Four. Other Committees
Other committees, not having and exercising the managerial authority of the Board of Trustees, may be established
by resolution duly adopted by majority vote of the Board of Trustees.
Except as may otherwise be provided by resolution, members of committees shall be members of the corporation, and
shall be appointed by the President. Any member may be removed by the person or persons authorized to appoint that
member, whenever in the judgment of such person or persons the interests of the corporation would be best served
by such removal.
Section Five. Terms of Office.
Each member of a committee shall continue as such until the next annual meeting of Members of the corporation or
until his successor is appointed, unless such committee shall be sooner abolished, or unless such members be removed
or cease to qualify as a member thereof.
Section Six. Chairman and Vice Chairman.
The person or persons authorized to appoint the Members of the committee shall appoint one member of each committee
Chairman and such person (s) shall appoint one member Vice Chairman.
Section Seven. Vacancies.
Vacancies in the membership of any committee shall be filled by appointment made in the same manner as provided
in the original appointments, and any member so elected shall be elected for the unexpired term of this predecessor.
Section Eight. Quorum
Unless otherwise provided in a committee's established resolution, a majority of the whole committee shall constitute
a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act
of the committee.
Section Nine. Rules
Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may
deem appropriate; provided, however that such rules and regulations shall be consistent with these Bylaws, the
Articles of Incorporation and with the rules and regulations adopted by the Board of Trustees, and provided further
that regular minutes of all proceedings shall be kept.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section One. Contracts
The Board of Trustees may, by resolution duly adopted, authorize any Officer or Officers, agent or agents of the
Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or to execute
and deliver any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific instances. In the absence of such determination, such contracts
or instruments shall require the signature of the President or a Vice President, and of a Secretary or Assistant
Secretary.
Section Two. Gifts and Contributions.
The Board of Trustees may accept on behalf of the Corporation any contribution, gift bequest, or devise of any
property whatsoever, for general and specific charitable purposes of the Corporation.
Section Three. Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Trustees may select.
Section Four. Checks, Draft, Order for Payment.
All checks, drafts, or orders for the payment of money, notes or other evidence on indebtedness issued in the name
of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such
manner as the Board of Trustees shall from time to time by resolution determine.
In the absence of such determination, such instruments shall be signed by the President and counter signed by a
Vice-President, Treasurer or Assistant Treasurer of the Corporation.
ARTICLE VIII
MISCELLANEOUS
Section One. Books and Records.
The Corporation shall prepare and maintain correct and complete books and records of account and shall also keep
minutes of the meetings of its members, Board of Trustees and Committees, and shall keep at the registered or principal
office a member book giving the names and addresses of Members entitled to vote. Any Trustee or Class A Member,
or agent or attorney of either, or any proper person may inspect all books and records of the Corporation at any
reasonable time.
Section Two. Fiscal Year
The Fiscal year of the corporation shall begin on the first day of January and end on the last day of December
in each year.
Section Three. Corporate Seal
The Board of Trustees shall provide a corporate seal that shall bear the name of the corporation, Dive Miami Alliance,
Inc. and shall also bear the words "Florida" and "Corporation not for Profit ".
Section Four. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the Florida Not for Profit Corporation Act
or under the provisions of the Articles of Incorporation or by the Bylaws of this corporation, a waiver thereof
in writing signed by the person or person entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Section Five. Indemnification
The corporation shall indemnify and hold harmless all Trustees, Officers, employees agents and other persons who,
at the request of, or on behalf of, or in the interests of the corporation, may serve in such capacities, to the
fullest extent permitted by law, from and against any and all obligations, liabilities and expenses (including
attorneys' fees) incurred as a result of, or arising out of or in connection with, the performance of their duties.
Section six. Power of Trustees to amend Bylaws.
Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida not For Profit Corporation
Act, concerning corporate action that must be authorized or approved by the members of the corporation, the Bylaws
of this corporation may be amended, repealed, or expanded upon by resolution of the Board of Trustees.
END OF BYLAWS
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