Approved Bylaws - September 2020

August 23, 2020 10:59 AM | Roger Cooper (Administrator)

ARTICLE I: CREDO

Under Sea Adventurers promotes scuba diving in all aspects of safety, recreation, conservation, and the exploration of the seas and inland waters. We also enjoy a variety of social activities and outdoor recreational activities.

ARTICLE II: INCORPORATION

Under Sea Adventurers was founded by Carl Meyer, DVM in October 1971. Under Sea Adventurers, Inc., is a not-for-profit corporation existing under the laws of the State of Florida. The fiscal year is from January 1 through December 31.

ARTICLE III: BOARD OF DIRECTORS

Section 1: The Board of Directors consists of the elected Officers and Appointed Board members.

Section 2: The Board of Directors must govern the Club according to the Articles of Incorporation, Bylaws, and Club Rules. All official business must take place during a Board meeting.

Section 3: The Board of Directors will meet as necessary for the conduct of Club business.

Section 4: All members are welcome to attend Board meetings.

Section 5: There must be at least fifty percent of the Board of Directors present at a Board of Directors meeting to conduct business.

Section 6: Unless otherwise specified, passing a motion requires a majority vote of the attending Board members.

Section 7: The term of office for elected Officers is through December 31 of each year. The term of office for appointed Board members is through the first general meeting in January.

ARTICLE IV: OFFICERS

Section 1: The Officers will consist of a President, Vice President of Overseas Diving, Vice President of Local Diving, Vice President of Programs, Vice President of Social Events, Secretary, and Treasurer.

Section 2: To serve as President, a Club member must have been an elected Officer or Appointed member of the Board of Directors for a minimum of one year.

Section 3: Nominations of Officers must be presented in the two newsletters prior to the annual election. Nominations from the floor will be accepted at General Membership meetings prior to the annual election.

Section 4: Officers must be elected by a majority vote of the members taking part in the annual election. The Board of Directors must set the date of the annual election to be held between October 1 and December 15 of each year. The Board of Directors must set the date of the annual election by September 15. The election may be held at a monthly General Meeting or online.

Section 5: The annual election may be held online if the following conditions are met.

  • Voting must be restricted to members, and members can only vote once for each office.
  • Members cannot see how other members voted.
  • Voters must be prevented from voting before the scheduled start time and after the scheduled end time.
  • Voters must be given at least seven days to vote online.
  • Reminders to vote must be emailed to all members a week before voting begins, the day voting begins, and one day before voting ends. Failure of email reminders to arrive in a member’s Inbox will not invalidate the results of the election.
Section 6: Duties of Officer

A) President:
     Will preside at meetings.
     Will coordinate Club activities.
     Will be responsible for audits of Club accounts.

B) Vice President of Overseas Diving:
     Will be responsible for coordinating all overseas trips and related activities.

C) Vice President of Local Diving:
     Will be responsible for coordination of all local diving programs and related activities.

D) Vice President of Programs:
     Will be responsible for the Club meeting facilities and programs.

E) Vice President of Social Events:
     Will be responsible for planning and conducting all Club social activities.

F) Secretary:
     Will record and maintain minutes of meetings.
     Will be responsible for Club correspondence.
     Will prepare the Hall of Fame ballot.

G) Treasurer:
     Must collect and distribute Club funds.
     Must maintain financial records.
     Must prepare treasurer’s report.
     Must prepare and submit all tax returns and tax filings.


Section 7: In the absence of the President, the order of succession Will be: Vice President of Overseas Diving, Vice President of Local Diving, Vice President of Programs, Vice President of Social Events, Secretary, and Treasurer.

Section 8: A request for removal of an Officer or an Appointed member of the Board of Directors must be signed and delivered to the Board of Directors. Directors may be removed in accordance with 2019 Florida Statute 617.0808.

Section 9: In the event of removal or resignation of an Officer on the Board of Directors, the Officer may be replaced in accordance with 2019 Florida Statute 617.0809.

ARTICLE V: APPOINTED BOARD MEMBERS

Section1: At the beginning of the first Board meeting of the year, the Board must establish Appointed Board positions and their duties as deemed appropriate. The Board must nominate Appointed Board members who must be approved by a majority of the Board of Directors. The Board of Directors may add Appointed Board members and set their duties at any future Board meeting during the year.

ARTICLE VI: HALL OF FAME

Section 1: Hall of Fame membership is given to members of the Board of Directors for their long and dedicated service to Under Sea Adventurers.

Section 2: Effective January 1, 2017, Board members will become Hall of Fame members when the Board of Directors certifies they have served on the board for 84 months, regardless of how many board positions they have held during that period.

Section 3: At the November Board of Directors meeting, the Secretary must present the number of months served during the current year and previous years.

Section 4: New members of the Hall of Fame will be publicly recognized at the next appropriate Club function after their certification.

Section 5: Members of the Hall of Fame who first served on the Board of Directors prior to January 1, 2017 are given lifetime membership in the Under Sea Adventurers.

Section 6: Members of the Hall of Fame, who first served on the Board of Directors on or after January 1, 2017, must pay annual dues to maintain membership in the Under Seas Adventurers.

ARTICLE VII: MEMBERSHIP

Section 1: A member must be a diver certified by a recognized training agency.

Section 2: Application for membership will be considered as provided in the Club Rules.

Section 3: Membership may be revoked under any one of the following circumstances followed by a two-thirds vote of Board members in attendance.

A) A written complaint, which has been signed by three members, is presented to the Board of Directors. The member must then be given the option of appearing before the Board or requesting a personal review with an elected Officer.

B) For non-adherence to dive trip obligations per the Club Rules

Section 4: Membership may be revoked for failure to pay dues on or before the due date. A member may avoid termination by paying the amount of delinquent dues within the grace period specified by the notification of delinquency. Termination will be effective a minimum of 30 days after written notification of delinquency is given.

ARTICLE VIII: AMENDING THE BYLAWS and CLUB RULES

To make, alter, and rescind the Bylaws or Club Rules:

Section 1: Proposed changes must be presented in writing at a meeting of the Board of Directors. At a subsequent Board meeting, the proposed changes must be approved by a two-thirds majority vote of the attending Board members. Changes to the Club Rules do not require approval by the membership.

Section 2: The Board of Directors must then notify the membership of the recommended changes to the Bylaws in the Club newsletter preceding a vote by the general membership. Voting may take place online or at a General Membership meeting.

Section 3: Approval of Bylaw changes requires a majority of the members voting, either online or at the General Membership meeting.

Section 4: Voting to approve Bylaw changes may be held online if the following conditions are met.

  • Voting must be restricted to members, and members can only vote once for each change.
  • Members cannot see how other members voted.
  • Voters must be prevented from voting before the scheduled start time and after the scheduled end time.
  • Voters must be given at least seven days to vote online.
  • Reminders to vote must be emailed to all members a week before voting begins, the day voting begins, and one day before voting ends. Failure of email reminders to arrive in a member’s Inbox will not invalidate the results of the voting.

Section 5: The Board of Directors must notify the membership of the approved changes to the Bylaws or Club Rules in the Club newsletter.

ARTICLE IX: DISSOLUTION OF THE CLUB

In the event that Under Sea Adventurers is dissolved, all funds will be donated to a not-for-profit, ocean oriented environmental organization.

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