ARTICLE I - NAME OF ASSOCIATION

The name of the Association shall be Saltwater Enthusiast Association of St. Louis. The name can also be abbreviated - SEASL, © by S.E.A.S.L. SEASL can be considered any of the following: a club, a society, an organization, or an association. Although we do not operate for profit, we do not currently possess a nonprofit designation from the IRS.

ARTICLE II - PURPOSE, MISSION STATEMENT, FISCAL YEAR, and CLUB SEAL

Section 1. Purpose
Paragraph 1: The purpose of SEASL is to promote responsible ornamental marine fish and reef-keeping husbandry practices among hobbyists in the St. Louis area.

To achieve this goal, we will meet to share our knowledge, host guest speakers, organize field trips, and engage in group discussions. We welcome guests and encourage new members.

Section 2. Fiscal Year
Paragraph 1: The fiscal year of the association shall begin on the first day of September in each year and end on the last day of August in each year.

Section 3. Association Seal
Paragraph 1: The association shall have a seal in the form of a circle containing the club name (Saltwater Enthusiast Association of St. Louis), the Gateway Arch, and such other details as may be approved by the Executive Committee (EC). The Webmaster of the association shall keep the corporate seal.

ARTICLE III - MEMBERSHIP

Section 1. Eligibility for Membership
Paragraph 1: Membership in SEASL shall be open to all individuals interested in the purpose of the association.

Section 2. Types of Membership
Paragraph 1: Membership in SEASL shall be classified as follows:

1. Individual Membership. Individual membership is granted to persons who have paid the yearly dues for individuals and are in good standing in the club.
   
2. Family Membership. Family membership includes a spouse & children who are all living at the same address. Family membership is granted to persons who have paid the yearly dues for a family membership and are in good standing in the club. A family membership counts as one membership regardless of the number of family members covered by the membership. Therefore, this membership is limited to one vote in all matters that may be presented to the membership for vote.
   
3. Honorary Membership. This membership may be bestowed on those persons who have made outstanding contributions to the research, education, conservation or advancement of captive reef keeping. Induction requires a unanimous favorable vote of the Executive Committee.
   
4. Friends of the Association. All other people that do not meet the requirements set forth in Article III, Section 2, Paragraph 1(a) or 1(b).

Section 3. New Membership
Paragraph 1: Individuals interested in becoming a member of SEASL shall submit an application on the Association's official application form to the Membership Chair.
Paragraph 2: The member shall pay his yearly dues as set forth in Article III, Section 5, Paragraphs 1, 2, and 3.

Section 4. Rights and Privileges of Full Membership
Paragraph 1: All members in good standing shall be entitled to the following:

1. A membership card. This card shall be a receipt for payment of dues.
   
2. The right to participate in all the general activities of the Association.
   
3. Eligibility for appointment as a member of any committee of the Association.
   
4. The right to nominate and vote in the election of the officers of the Association and such other issues as are put to a vote.
   
5. The right to be nominated for and elected to any office of the Association.
   
6. The right to alter or reverse any decision of the Executive Committee by a 2/3 vote of the membership.
   
7. Any benefits made available by local or online retailers to SEASL members.

Section 5. Membership Dues
Paragraph 1: The members of SEASL will be subject to annual dues in an amount set by a majority of the executive officers.

Paragraph 2: Failure to pay the yearly membership dues will result in cancellation of membership in the Association.

Paragraph 3: No refunds will be made once dues are accepted by the Association.

ARTICLE IV - MEETINGS

Section 1. Membership Meetings
Paragraph 1: The regular membership meetings of the Association shall be held monthly from September through May. However, additional meeting and events may be held during anytime of the year and will be posted onto the Society's website.

Paragraph 2: The Executive Committee shall determine the exact time and place of the regular monthly meetings.

Paragraph 3: A quorum to conduct the business of the Association shall consist of not less than one-fifth (1/5) of the voting membership of the Association.

Paragraph 4: Special membership meetings may be called if deemed necessary by the Executive Committee.

Section 2. Meetings of the Executive Committee
Paragraph 1: The Executive Committee shall meet as needed to conduct the business of the Association.

Paragraph 2: A simple majority of the Executive Officers shall constitute a quorum for the Executive Committee meetings.

ARTICLE V - EXECUTIVE COMMITTEE

Section 1. Powers and Duties of the Executive Committee
Paragraph 1: The Executive Committee shall be vested with the following powers and charged with the following duties:

1. to assemble in regular and special meetings when called.
   
2. to call special meetings of the membership of the Association when deemed necessary and in the interest of the Association.
   
3. to announce vacancies within the elected offices of the Association.
   
4. to announce and hold special elections to fill vacancies within the elected offices of the Association.
   
5. to announce and hold the annual elections at the regular monthly membership meeting in April of each year.
   
6. to consider all applications for membership in the Association, and render decisions thereon; or delegate such authority to the Membership Chairman
   
7. to select and cause to be used an emblem.
   
8. to appoint the chair of all Standing Committees on May 1 of each year (ex. Membership and Website Committees).
   
9. review and certify nominations made by the chair of all standing committees for positions on those committees.
   
10. to authorize any of the elected officers or any other member of the Association, or any other persons on behalf of the Association, to execute deeds, contracts, drafts and other obligations necessary or expedient for carrying out the business of the Association.
    
11. to direct, manage, and control the affairs and business of the Association and adopt rules, regulations and policies for the conduct of the business of the Association that are not inconsistent with all governing laws and/or these by-laws.
    
12. rotate the duties covered by the Executive Committee in order to prepare each Officer for all roles within the Committee.
    
13. appoint all chairs and members of special committees.
    
14. set date, location, and time of all regular monthly meetings.

Section 2. Vacancies on Executive Committee
Paragraph 1: Unexpected vacancies that exist on the Executive Committee can be filled by appointment by the remaining members of the Executive Committee or by a general election by the members. The decision of how to fill the vacancy is at the discretion of the Executive Committee.

Section 3. Term of Office of the Executive Officers
Paragraph 1: All Executive Officers shall hold office for three years starting May 1 following their election in April. Executive Officers rotate out of office and off the Executive Committee after three years of service. These positions are staggered and will therefore present a vacated seat on the Executive Committee each year. The Executive Officer rotating off the committee may run for and hold any other office that same year but must take one year off from service as an Executive Officer.

Section 4. Fees
Paragraph 1: There is no compensation for acting as director or officer or being on a committee. This does not prohibit the Executive Committee from compensating a director, officer or committee person for his/her speaker's fee and travel expenses if so authorized by the Committee, nor is the Committee prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the club with prior authorization of the Executive Committee.

Section 5. Limitations and Indemnification of Personal Liability of Officers.
Paragraph 1: An officer of the club shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or any failure to take action when acting on behalf of the corporation, unless:

1. The director has breached or failed to perform the duties of his/her office;
   
2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

ARTICLE VI - OFFICERS

Section 1. The Election of Officers
Paragraph 1: The officers of SEASL shall be the three Executive Officers, a Secretary, and a Treasurer.

Paragraph 2: All officers of the Association are to be elected by the membership of the Association. The results of the election will be announced at the regular monthly membership meeting to be held in April of each year, except as provided in Article V, Section 2, Paragraph 1. Members may vote in person at the April meeting or electronically at the SEASL website for seven days prior to the date of the March meeting. The opening of the electronic voting period will be announced at the March meeting as well as via email and on the SEASL website.

Paragraph 3: The elected officers of the Association shall take office upon May 1 of each year and shall end their term of office April 30th of the following year. Executive Officers will serve three-year terms.

Paragraph 4: Before the election of officers, nominations for each position shall be announced at the previous monthly meeting in March. Nominations may be made in person at the March meeting. Electronic nominations may be made at the SEASL website for seven days prior to the date of the March meeting. The opening of the electronic nomination period will be announced at the February meeting as well as via email and on the SEASL website. Members need not be present to be nominated or elected.

Paragraph 5: All members of the Association shall have the right to nominate candidates from the floor at the monthly meeting preceding the yearly elections in April, or electronically at the SEASL website for seven days prior to the date of the March meeting. The opening of the electronic nomination period will be announced at the February meeting as well as via email and on the SEASL website.

Paragraph 6: The officers of the Association shall be elected in the sequence of Executive Officer, Secretary, and Treasurer. If a nominee is not elected for an office, he or she is eligible to be nominated for another office. Nominations can be made by any member in good standing.

Paragraph 7: An officer shall be declared elected when at the close of voting he has a majority of the total votes cast for the office for which he is a candidate. When no single candidate receives a majority of votes cast, the membership shall vote a second time upon the two candidates for the office that have received the greatest number of votes.

Paragraph 8: Any officer, committee member, employee or other agent of the club may be removed, either for or without cause, by a unanimous decision of the Executive Committee whenever, in the judgment of such authority, the best interests of SEASL will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

Section 2. Duties of the Officers
Paragraph 1: The Executive Officers shall:

1. preside at the regular monthly membership meetings of the Association and at other special meetings of the Association.
   
2. call the Executive Committee together as needed for the benefit of SEASL.
   
3. be ex-officio member of all committees.
   
4. serve as a member of the Executive Committee.
   
5. attend as many regular and special meetings possible.

1. attend all regular monthly meetings of the Association and record its attendance, date, place and proceedings.
   
2. attend meetings of the Executive Committee if requested and keep a full and complete record of the proceedings.
   
3. countersign as Secretary of the Association all instruments, papers and documents when asked to do so by the Executive Committee.
   
4. keep all minutes available for the inspection of the Executive Committee at any of their regular business meetings and likewise available for the inspection of the members of the Association at every regular monthly membership meeting.
   
5. submit a copy of the minutes of each meeting to the Executive Committee and Webmaster.

1. be custodian of all funds and securities of the Association and as such take adequate precautions to safeguard them.
   
2. keep a regular book of accounts of the funds and securities.
   
3. dispense money for the payment of bills and current expenses of the Association as authorized by the Executive Committee and keep the same as a part of Treasurer's records.
   
4. report upon all the financial transactions of the Association when called upon to do so at meetings of the Executive Committee and at the regular monthly membership meetings of the Association.
   
5. make the book of accounts of the Association available for inspection by the members of the Association at every regular meeting and available for inspection by the Executive Committee.
   
6. make the book of accounts available for inspection by any audit committee appointed by the Executive Committee.
   
7. prepare all regulatory and tax filings as required under federal and statue statues.
   
8. attend Executive Committee meetings when requested and provide financial reports.

1. chair the Website Committee.
   
2. attend Executive Committee meetings when requested and provide website updates.
   
3. as necessary, add members to the Website Committee.
   
4. be responsible for management of the SEASL email systems.

ARTICLE VII - COMMITTEES

Section 1. Types of Committees
Paragraph 1: The Committees of SEASL shall be Standing Committees (ex. Membership Committee) and Select Committees.

Section 2. Quorum
Paragraph 1: A majority of the members of a Committee shall constitute a quorum for the transaction of business.

Section 3. Standing Committees
Paragraph 1: The Standing Committee shall consist of a chair and any number of members deemed necessary and shall hold office until May 31st of the year appointed unless otherwise specified by the Executive Officers.

Paragraph 2: The Executive Officers shall appoint the chair of each Standing Committee.

Paragraph 3: The following Standing Committees are hereby authorized:

1. Website Committee - Whose duty shall be to oversee all aspects of the website including design, content, and functionality. The Chair of the Website Committee will ensure the site is current and functional.
   
   
2. Membership Committee - Whose duty shall be to oversee all membership information including names, email addresses, phone numbers, membership status, etc. The Membership Committee will also oversee the collection of all dues and issue all membership cards. In addition, the Membership Chair will make available the current membership records at each regular monthly meeting or when asked by the Executive Committee. The Membership Committee will also introduce any new members to the Association at its monthly meetings, be responsible for any membership drive, and answer all general information inquires that are received through the SEASL website.

Section 4. Select Committees
Paragraph 1: Each Select Committee shall consist of three members who shall be appointed by the Executive Committee and who shall hold office from their appointment until May 31 of that year.

Paragraph 2: The Chair of each Select Committee shall be designated by the Executive Officers.

Paragraph 3: The following Select Committees are hereby authorized.
Any Select Committee deemed necessary by the Executive Committee.

ARTICLE VIII - REVIEW

These by-laws shall be reviewed at a annually or when deemed necessary by the Executive Committee.

ARTICLE IX - AMENDMENTS

Section 1. Amendments
Paragraph 1: These by-laws may be amended by a majority of the voting membership of the Association. The membership of the Association shall have been notified in writing or e-mail in advance of the meeting at which the proposed change will be voted upon. Voting shall be by written or electronic ballot. The ballot shall be received by the deadline specified on the ballot. The ballot shall be prepared under the supervision of the Executive Committee.

Paragraph 2: Amendments to the by-laws shall take effect immediately and shall be distributed to all members at the next monthly meeting as well as being posted on the SEASL website

ARTICLE X - DISSOLUTION

Section 1. Dissolution
In the event that the club is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid may be distributed to organizations that are themselves non-profit and thereby tax-exempt. This shall be determined by the organization's final Executive Officers.