ARTICLE 1. NAME
The name of this Association is the DELAWARE AQUACULTURE ASSOCIATION, INC.
ARTICLE 2. PURPOSE
The purpose of the Association is to promote, encourage, and assist in the development of aquaculture in the state of Delaware.
ARTICLE 3. POWERS AND LIMITATIONS
Section 1. The Association is authorized to function on a nonprofit basis and is not authorized to issue capital stocks. No part of the Association's net income shall inure to the private benefit of any member, director, or individual.
Section 2. The Association may not compete with the industry and/or interfere in any manner with the orderly marketing, buying and selling of aquatic or other products.
Section 3. Subject to the foregoing limitations, the Association shall have and may exercise all general powers granted to Associations under the laws of Delaware.
ARTICLE 4. MEMBERSHIP
Section 1. Active Member. Any person who is actively involved in the commerce of cultured aquatic stock in Delaware may apply for active membership in the Association by completing an application form furnished by the Association and then submitting the same to the organization together with payment of the dues fixed by the Association. Each active member shall be entitled to vote at all meetings of the Association after that person has been an active member in good standing for 30 days. Each active member is entitled to be elected to and hold office in the Association.
Section 2. Sustaining Member. Any person, firm, partnership, cooperative, or corporation engaged in the promotion and interest of aquatic producers may apply for membership in the Association by completing an application form furnished by the Association and then submitting the same to the organization together with payment of the dues fixed by the Association. Sustaining members may not vote or hold office.
Section 3. Associate Member. Any person who as a result of their interest in aquaculture or employment by research institutions, colleges, universities, government bureaus or agencies, or other concerns of a non-profit nature and who wish to further the aims of the Association may apply for Associate membership. Associate membership requires completing an application form furnished by the Association and then submitting the same to the organization together with payment of the dues fixed by the Association. Associate members are entitled to all the rights and privileges of Active members with the exception of holding the offices of President or Vice-President of the Association.
Section 4. Dues. Annual membership dues shall be as established by the Board of Directors. Dues are payable on the first day of January each year.
Section 5. Termination of Membership. Any member may be denied the privileges of membership and expelled from the Association by a two-thirds vote of the Board of Directors for cause. Automatic termination shall result from:
a. Nonpayment of annual dues.
b. Failure to abide by the by-laws, rules, and regulations of the Association.
Any member who terminates their membership shall not be entitled to a refund of any dues or contributions previously made.
Section 6. Change of Membership Status. Any membership status must be changed to reflect changes in qualifying activity through the submission of a new application.
Section 7. Membership Liability. No member shall be liable for the debts or obligations of the Association in an amount exceeding the prescribed annual membership dues for that member. A membership shall carry no property rights and shall not be transferable either voluntarily or by operation of law. Any member of the Association shall be conclusively presumed, upon accepting a membership, to have agreed to be bound by these by-laws and by the rules and regulations prescribed by the Board of Directors (Board) of this Association.
ARTICLE 5. MEETINGS
Section 1. Annual Meetings. The annual meeting of the members of the Association shall be held during January of each year at such time and place as determined and fixed by the Board of Directors. Written notice of such meeting will be mailed to all members at least 30 days prior to the day of the meeting.
Section 2. Meetings of the Board of Directors. The Board of Directors shall meet at least four (4) times annually as set forth by the Board, and at such times as called by the President.
Section 3. Association Meetings. General meetings of members of the Association (including the annual meeting) shall be held at least semi-annually.
ARTICLE 6. BOARD OF DIRECTORS
Section 1. Composition. The Board of Directors consists of Directors and Officers.
Section 2. Duties of the Board of Directors. The Board shall have the authority to act on behalf of the Association.
Section 3. Eligibility for Directors. Only Active members or Associate members residing in Delaware and in good standing shall be eligible for election as Directors.
Section 4. Election of Directors. A minimum of three Directors shall be elected at the annual meeting to represent the Association, at least two of whom must be Active members. With each additional increase of 25 members over a base membership of 25, two additional Directors, at least one of whom must be an Active member will be added to the Board, not to exceed a maximum of nine Directors.
Section 5. Terms of Directors. All Directors shall be elected for two year terms.
Section 6. Vacancies. When a vacancy on the Board of Directors occurs other than expiration of term, the Board, by a majority vote, may fill the vacancy.
Section 7. Election of Officers. The Officers of the Association shall be a President, and Vice-President (both of whom must be must be Active members), Secretary, and Treasurer elected by the voting membership at the annual meeting.
Section 8. Terms of Office. The Officers of the Association:
a. Shall serve for a term of two years or until their successors have been elected and qualified.
b. In case of death, resignation, or disability of an officer, the Board of Directors may declare that office vacant and elect a successor for the balance of the active term of office.
Section 9. Duties of the President. The President shall:
a. Preside over all meetings of the Association and of the Board of Directors.
b. Call special meetings of the Board of Directors.
c. Perform all acts and duties usually performed by an executive or presiding Officer.
d. Sign all such papers of the Association as he may be authorized or directed to sign by the Board of Directors provided, however, that, in addition, the Board of Directors may authorize in writing any person to sign any or all checks, contracts, and other instruments on behalf of the Association.
e. The president shall perform such other duties as may be prescribed by the Board of Directors.
f. The President shall not vote at any meeting of the Board of Directors except in the case of a tie.
Section 10. Duties of the Vice-President. In the absence of the President, the Vice-President shall perform the duties of the President.
Section 11. Duties of the Secretary. The Secretary shall keep a complete record of the meetings of the Association and of the Board of Directors and shall have general charge and supervision of the books and records of the Association. The Secretary shall serve all notices required by law and by these by-laws and shall make a report of all matters and business pertaining to the office to the members of the annual meeting. The Secretary shall perform such other duties as may be required by the Association of the Board of Directors. Upon the election of a successor, the Secretary shall turn over all books and other property belonging to the Association that may be in his/her possession.
Section 12. Duties of the Treasurer.The Treasurer shall perform such duties with respect to the finances of the Association as may be prescribed by the Board of Directors. The Vice-President or Secretary may also serve simultaneously as Treasurer. The Treasurer shall make a detailed report of the finances of the Association to the members at least once each year and shall make all reports required by law. At the completion of this term, an audit shall be performed.
Section 13. Fees and Compensation. Officers and directors shall not receive any salary for their services, but by resolution of the Board may be allowed reasonable expenses incurred while representing the Association.
ARTICLE 7. COMMITTEES
All Committees, both standing and ad-hoc, shall be appointed by the President and function at the discretion of the Board of Directors.
ARTICLE 8. CORPORATE YEAR
After the year in which the Association is first incorporated, the Association's corporate year shall be from the 1st of April each successive year.
ARTICLE 9. BOND
Any officer of the Association at the specific election of the Board of Directors may be required to furnish a bond in an amount to be determined by the Board of Directors, the cost of which shall be paid by the Association.
ARTICLE 10. SUNDRY PROVISIONS
Section 1. Liability. The Association is not liable for the acts of individual members or for the acts of officers and directors who have acted beyond the scope of their authority for the position held.
Section 2. Rules of Order. Roberts Rules of Order Revised shall be the authority on all points not covered by the Articles of Incorporation and by-laws of the Association.
Section 3. Override and Recall. The active members of the Association, by a two-thirds majority vote, may override any action taken by the general membership.
ARTICLE 11. AMENDMENTS
Amendment to these by-laws shall be made by a two-thirds vote of voting members present at an annual or special meeting provided, however, that a copy of the proposed amendments shall be sent out in the notice of such meetings as herein provided. Proposed amendments may be altered at the meeting, but no other part of these by-laws not referred to in the notice shall be subject to amendment.