ARTICLE I: Name and Objectives 

Section 1. The name of the organization shall be The Angelfish Society, hereinafter known as TAS. This corporation is organized exclusively for educational purposes as specified in Section 501 (c ) (3) of the Internal Revenue Code.

Section 2. The objectives of TAS shall be:

      a.     To establish a naming standard for ornamental freshwater angelfish.
b. To educate hobbyists in the proper care of angelfish.
c. To educate and assist in the proper indentification of wild angelfish species.

Section 3. No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

Section 4. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by the Internal Revenue Code Section 501 (h), and the corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

ARTICLE II: Membership & Eligibility. 

Section 1. Eligibility: There shall be three classes of membership open to all persons who are in good standing with The Angelfish Society, who subscribe to and follow the purposes of TAS. Except as expressly provided in or authorized by  the Article of Incorporation, the Bylaws of this corporation or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions. There are no limits on the number of memberships the corporation may admit. The three membership classes are:

a.      Regular members: All members with less than 25 years of service to TAS who are 18 years of age or older.

b.      Life members: Life members must have 25 years of service to TAS and will not be held accountable for dues.

c.      Junior members: All members under18 years old.

Regular and life members shall be eligible to join any committees immediately upon membership, to vote 45 days from the date of their membership and to chair a committee or hold office 90 days from the date of their membership. Junior members are eligible to join any committees immediately upon membership, to vote 45 days from the date of their membership, but are not eligible to chair a committee or run for office until their 18^th birthday. Membership will be open to anyone in good standing with TAS who will agree to follow and use the angelfish naming standards established by TAS, and to abide by these bylaws.

Section 2. Dues.

a.      Membership Dues shall not exceed $25 per year for Regular, $15 per year for Junior. Life members are charged no fee. Dues will not exceed these amounts. The Board of Directors will determine the actual dues amount. Renewals are due every 12 months on the last day of the anniversary month of the member.

b.      The secretary shall send out renewal notices at least 45 days prior to expiration of membership.

c.       In order to remain a member in good standing, dues shall be postmarked, or electronic receipt marked, to the treasurer by the last day of the member’s anniversary month. A 30 day grace period shall be granted, however the membership will be considered “in suspension”. During the suspension period, members may not vote nor hold office. Memberships renewed during the “suspension period” shall be able to resume office and their right to vote. If renewals remain unpaid after the 30 suspension period, the membership is terminated and their name will be removed from the membership roll and email list.

d.      Only members in good standing may vote and hold office.

Section 3. Termination of Membership. The membership of a member shall terminate upon the occurrence of any of the following events:

a.      Upon his or her notice of such termination delivered to the President or Secretary of the corporation by mail or email only, no other method shall be accepted, such membership to terminate upon the date of receipt of the notice.

b.      If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thiry (30) days after a written notification of delinquency is sent by mail or email to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period of the date the written notification of delinquency was mailed.

c.       By expulsion. A membership may be terminated by expulsion as provided in Article VIII of these bylaws.

d.      All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 4. Membership Roll: The corporation shall keep a membership roll containing the name and address of each member. Termination of the membership of any membership shall be recorded in the roll, together with the date of termination of such membership. Such roll shall be kept with the Secretary of the corporation.

Section 5. Non-liability of Members: A member of this corporation in not, as such, personally liable for the debts, liabilities or obligation of the corporation.

Section 6.  Non-transferability of  Memberships: No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.

ARTICLE III: Meeting and Voting 

Section 1. TAS Membership Meetings. Membership Meeting of TAS shall be held each month at an on-line location to be determined by the Board of Directors. The quorum for such meetings shall be 25% of the members in good standing or 20 members, which ever is the smaller number.

Section 2. Special TAS Membership Meetings:

a.      Special TAS membership meetings may be called by the President, or

b.      By a majority vote of the members of Board who are present and voting at any regular or special meeting of the Board as long as a quorum is present, or

c.       Shall be called by the Secretary upon receipt of a petition signed by ten members of TAS who are in good standing. Copies of the petitions must be sent to all BOD members.

d.      Such special membership meetings shall be held at the location determined for the regular meetings. No other TAS business may be transacted thereat. The quorum for such meetings shall be 20% of the members in good standing or 20 members, which ever is smaller. All special meetings shall be scheduled by the Secretary no sooner than 5 days and no later than 21 days from the date the special meeting is announced to the membership.

Section 3. Board Meetings. Meetings of the Board of Directors will be held a minimum of 6 times per year as determined by the Board of Directors. The quorum for such a meeting shall be a simple majority of the Board.

Section 4. Special Board Meetings. Special meetings of the Board may be called by the President; or shall be called by the Secretary upon receipt of a written request signed by at least three members of the Board. Notice of such meeting shall be e-mailed by the Secretary at least 5 days and not more than 21 days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. A quorum for such a meeting shall be a simple majority of the Board.

Section 5. Voting. Each member of at least 45 days in good standing whose dues are paid for the current year shall be entitled to one vote at any membership meeting of the TAS at which he is present.

Section 6. Voting may be conducted by using an online polling system, email, or any other system deemed efficient by the board.

ARTICLE IV: Directors and Officers

Section 1. Board of Directors. The Board shall be comprised of the officers and 5 other persons all of whom shall be members in good standing and all of whom shall be elected for two-year terms at TAS's annual meeting as provided in Article V and shall serve until their successors are elected. General management of TAS's affairs shall be entrusted to the Board of Directors.

Section 2. Officers. TAS's officers, consisting of the President, Vice-President, Secretary and Treasurer shall serve in their respective capacities both with regard to TAS and its meetings and the Board and its meetings.

a. The President shall preside at all meetings of TAS and of the Board, and shall have the duties and powers normally appurtenant to the office of President in addition to those particularly specified in these bylaws.
b. The Vice-President shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.
c. The Secretary shall keep a record of all meetings of TAS and of the Board and of all matters of which a record shall be ordered by TAS; shall have charge of the correspondence, notify officers and directors of their election to office, keep a roll of the members of TAS with their addresses, and carry out such other duties as are prescribed in these bylaws.
d. The Treasurer shall collect and receive all moneys due or belonging to TAS. Moneys shall be deposited in a bank designated by the Board, in the name of TAS. The books shall at all times be open to inspection of the Board and a report shall be given at every meeting of the condition of TAS's finances and every item of receipt or payment not before reported. The Treasurer shall be bonded in such amount as the Board of Directors shall determine.

Section 3. The officers shall receive no salary or compensation except the Secretary and/or Treasurer who shall receive such compensation as may be determined by the Board of Directors from time to time.

Section 4. Vacancies. Any vacancies occurring on the Board or among the offices during the year shall be filled until the next annual election by a majority vote of all the then members of the Bo ard at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.

Section 5. Absence. Should any Officer or member of the Board of Directors absent himself unreasonably from three consecutive meetings of the board without sending a communication to the President or Secretary stating his reason for doing so, and if his excuse shall not be acceptable by the members of the Board, his seat on the Board may be declared vacant by a majority of the Board and the President may forthwith proceed to fill the vacancy.

ARTICLE V: TAS Year, Annual Meeting, Elections 

Section 1. Club Year. TAS's fiscal year shall begin on the 1st day of January and end on the last day of December. TAS's official year shall begin immediately at the conclusion of the election at the annual meeting and shall continue through the election at the next annual meeting.

Section 2. Annual Meeting. The annual meeting shall be held in the month of December at which Officers, and Directors for the ensuing year shall be elected by open ballot from among those nominated in accordance with Section 4 of this Article. They shall take office immediately upon the conclusion of the election and each retiring officer shall turn over to the successor in office all properties and records relating to that office within 30 days after the election.

Section 3. Elections. The nominated candidate receiving the greater number of votes for each office shall be declared elected. The nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.

Section 4. Nominations. No person may be a candidate in a Club election who has not been nominated. Nominations will take place at the annual meeting. Voting will take place on TAS's official website. One week will be allowed for voting of Officers and the Board. Nominations cannot be made at the annual meeting in any manner other than as provided in this Section. Term of office for Board members will be two years with election of new Board members after the inaugural election. on even numbered years.

Section 5. In the event of a tie vote for an office, a run-off election for that office between the tied members shall be held the week after the vote was tallied.

ARTICLE VI: Standards Committee

Section 1. Standards Committee: The Standards Committee will be TAS's most important committee. It will be permanent and may not be terminated by the Board. It will consist of five members who are in good standing with TAS. The Standards committee will be totally responsible for the development of TAS angelfish naming standards. It's proposed standards may be adopted or rejected by TAS's Board of Directors, but may not be modified by the Board.

a. Each committee member will be elected for odd numbered years by the general membership to two-year terms. The nominations and election will take place at the annual meeting for odd numbered years.
b. The Committee will elect a Chairman to preside at Committee meetings and a Secretary to record Committee meeting minutes.
c. The committee will meet as needed, according to Section 2 of this article.
d. Absence: Should any member of the Standards Committee absent himself unreasonably from three consecutive meetings of the committee without sending a communication to the Committee Chairman or Committee Secretary stating his reason for doing so, and if his excuse shall not be acceptable by the members of the Standards Committee, his seat on the Committee may be declared vacant by a majority of the Committee and TAS Board may forthwith proceed to fill the vacancy.

Section 2. Any Club member may submit a proposed new mutation name to the Committee in writing or by e-mail with the signatures of at least 3 other Club members in support of the proposed name. The Board will also have the authority to submit a proposed new mutation name at any time. The proposal must include the documentation of the research from the primary researcher and a secondary researcher. The Committee will be required to rule on the proposed mutation name within 90 days of receipt of the proposal.

Section 3. Guidelines: The standards committee will use the following guidelines in determining the naming standards for freshwater angelfish.

a. A color mutation must be determined to be a major or significant mutation to earn a new gene name. In general, a slight modification of an existing color variety would not qualify. The mutation should produce statistically predictable phenotypes and must be uniquely identifiable.
b. A major or significant mutation will be given the name used by the person doing the documented gene research for that mutation. This research must be reproduced and documented by at least one other person and the research for this gene must be accepted by at least 4 Committee members.

Section 4. The Committee will also be responsible for establishing official gene notation to be used by TAS members.

Section 5. Quorum: A quorum for a Standards Committee meeting will be four members.

Section 6. Adoption: Adoption of any standard by the Committee will require four yes votes.

Section 7. Common Names: The Committee will not establish common name standards. All TAS members that use common names for their angelfish, will agree to attach TAS gene names to their fish whenever the genes are known, so all can determine what strain is being acquired.

Section 8. Once established, the TAS naming standards may not be changed without a recommendation from 4 Standards Committee members along with a ? vote at a Regular Monthly Meeting . The Committee must consider any proposal for change that is submitted in the same manner as a proposed new name in Article VI, Section 2. Once rejected in this manner, a recommended name change cannot be reconsidered for at least one year unless new evidence supporting the change is found to have merit by the Standards Committee.

Section 9. TAS members will have 120 days from the date the Board adopts a naming standard to change any conflicting names they are using on a website. Any hardcopy material printed past 180 days after the standards adoption must reflect TAS's standards. Any violation will be considered conduct prejudicial to the best interests of TAS and the member will be subject to suspension or expulsion from TAS.

ARTICLE VII: Other Committees

Section 1. The Board may each year appoint standing committees to advance the work of TAS in such matters like membership, website and other areas which may well be served by committees. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.

Section 2. Any standing committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated.

ARTICLE VIII: Discipline 

Section 1. TAS Club Suspension. Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of TAS or the freshwater angelfish. Charges may also be preferred against a member for not following TAS naming standards when marketing their fish. Written charges with specifications must be filed in writing with the Secretary together with a deposit of $20 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each to each member of the Board or present them at a Board Meeting, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of TAS. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of TAS, it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date of a hearing by the Board not less than 3 weeks nor more that 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by registered mail together with a notice of the hearing and an assurance that the defendant may attend in his own defense.

Section 2. Board Hearing. The Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board may by majority vote of those present suspend the defendant from all privileges of TAS for not more that six months from the date of the hearing. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant's right to a meeting before his fellow-members at the ensuing Club meeting which considers the recommendation. Immediately after the Board has reached a decision, its finding shall be put in written form and filed with the Secretary, The Secretary, in turn, shall notify each of the parties of the Board's decision and penalty, if any.

Section 3. Expulsion. Expulsion of a member from TAS may be accomplished only at a meeting of TAS following a Board hearing and upon the Board's recommendation as provided in Section 3 of the Article. Such proceeding may occur at a regular or special meeting of TAS to be held within 60 days but not earlier than 30 days after the date of the Board's recommendation of expulsion. The defendant shall have the privilege of attending in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the Board's finding and recommendation, and shall invite the defendant, if present, to speak in his own behalf if he wishes. The members shall then vote by secret ballot on the proposed expulsion. A two-thirds vote of those present and voting at the meeting shall be necessary for expulsion. If expulsion is not so voted, the Board's suspension shall stand.

ARTICLE IX: Amendments

Section 1. Amendments to the by-laws may be proposed by the Board of Directors or by written petition addressed or e-mailed to the Secretary signed by twenty percent of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendation of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.

Section 2. The by-laws may be amended by a 2/3 vote of the members present and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and e-mailed to each member at least two weeks prior to the date of the meeting.

ARTICLE X: Dissolution

Section 1. TAS may be dissolved at any time by the written consent of not less than 2/3 of the members, In the event of the dissolution of TAS other than for purposes of reorganization whether voluntary or involuntary or by operation of law, none of the property of TAS nor any proceeds thereof nor any assets of TAS shall be distributed to any members of TAS but after payment of the debts of TAS its property and assets shall be given to a charitable organization, exempt under section 501 (c ) (3) of the Internal Revenue Code1 selected by the Board of Directors.

ARTICLE XI: Order of Business 

Section 1. At meetings of TAS, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:

a. Roll Call Minutes of last meeting
b. Report of President
c. Report of Secretary
d. Report of Treasurer
e. Report of Committees
f.  Election of Officers and Board (at annual meeting)
g. Unfinished business
h. New business
i.  Adjournment.

Section 2. At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:

a. Reading of minutes of last meeting
b. Report of Secretary
c. Report of Treasurer
d. Reports of Committees
e. Unfinished business
f. New business
g. Adjournment.

ARTICLE XII: Parliamentary Authority

Section 1. The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern TAS in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any other special rules of order TAS may adopt.