Bylaws of The Goldfish Council™
The Goldfish Council™ Bylaws (New: September 12, 2016)
Article I – Name
The name of the organization shall be The Goldfish Council (“The Council” and abbreviated as “TGC“).
Article II – Purpose
The purpose of the Society shall be:
The Goldfish Council is organized exclusively for educational and scientific purposes under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The Goldfish Council educates interested parties regarding the care, breeding, collection, improvement, health, environmental management, and history of the domestic goldfish (Carassius auratus).
Furthermore, led by the TGC Chief Science Officer (CSO), the organization conducts scientific research related to the health, husbandry, and genetics of Carrasius auratus
Article III – Membership
Section 1. Membership in this Council shall be open to all persons and goldfish-related organizations regardless of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, who are interested in the aims of the Council and who have paid the prescribed dues. . Members shall honor these by-laws and lay no claim of personal ownership to any TGC funds collected.
Section 2. The Charter Membership shall consist of all individuals and organizations accepted as members in good standing as of 11/30/2016.
Section 3. Membership in this Council, either personal or organizational, shall be non-transferable and shall terminate upon death, resignation, dissolution, or one month after the period for which dues have been paid, or for cause as provided by these Bylaws.
Section 4. The Board of Directors (BOD) of The Council may reprimand, suspend or expel any member for cause, which is hereby defined as conduct or actions contrary to the aims and best interests of The Council. Furthermore, Board members may be removed by Board vote. Grounds for this activity include lack of participation of the Board member, disruptive behavior, and unethical behavior or actions. The above type of action requires at least a simple majority of votes of the BOD.
Section 5. TGC will certify judges using one of two methods;
- At the discretion of TGC judging committee, any member that has bred or raised goldfish and has been in the hobby for more than two years may take judge’s training and become a certified judge after satisfactory completion of a certified training session or having served satisfactorily as an apprentice judge for two TGC-sanctioned shows in which a certified TGC judge was used. These people are required to also do one of the following to the satisfaction of the judging committee; take and pass an on-line test, write an article for the TGC website on standards as assigned by the judging committee, or conduct a Podcast/webinar on at least one variety of goldfish.
- Judge’s Certification can be revoked for not participating in a show for more than 24 months or for poor behavior.
- The board by simple majority vote may appoint judges based on their history in the hobby. This option can also be used for guests on a temporary basis.
Judges must comply with a code of ethics that is provided as amendment 1 to this document.
Article IV – Board Members
Section 1. The total number of Board Members will vary based on the needs of the Council as determined by a majority of the current Board, but always will be an odd number (including the President) in total and never to be less than five. If it is determined by the Board to change the total number of Members on the Board, said change can only occur at the next election and the board member total can only be changed by up to three Board members per election. Note, the initial Board Members were selected as Charter board members, there was no election, they were selected as friends and known acquaintances. The first election for replacement Board will start in 2017. In 2017, some of the charter board members may be replaced, as determined by the outcome of the first election.
Section 2. Board Members of the Council shall be elected by the membership, from the membership who, at the time of election, are paid up and/or members in good standing. They shall hold office for three-year terms. An election will be held, as needed, each year to appoint new Board Members to bring the total number of Board Members to the full complement of the Board as described in This Article Section 1.
Section 3. The offices of treasurer and Secretary shall be elected for two-year terms, by electronic or written vote among the current Board members. The Office of Vice President-at-Large will also be elected by the board. This person is in line to become the next President, and will succeed the current president barring any special circumstances. In the event that the VP At-Large is unable or unwilling to succeed the president, the Board may elect the next President by simple majority. The office of president can only be held by the same person for a maximum of three terms (with no more than two successive terms). The VP/Chief Science Officer, and Treasurer shall be a Board member appointed by the President. In the event the President resigns or is no longer able to administer the duties of that office, the Vice President-at-Large shall serve as President for the remainder of that term. The resident, Treasurer, and Secretary positions can be renewed for additional terms by a simple majority vote of the board. Additional Vice Presidents, Directors (non-board members) and Ambassadors may be added at the discretion of the President and confirmed by the board. Typical titles may include:
- Vice President of the National Show- if created the VP would have special authority as determined by board vote.
- Vice President of Standards
- Vice President of Judges and committee – position has a committee of three, including himself, and acts as referee on long term judging issues, sets policy, and is responsible for training. The board has the ability to over rule changes by a simple majority.
- Ambassador – A typical temporary title used for meeting with other clubs and out of US travel. It could also be given to a senior hobbyist.
- Director for various geographical regions as described below in section five, note if a board member resides in a given area a Director may not be appointed.
- Directors of certain functions may also be appointed, such as Director of Marketing.
Section 4. It is desirable to provide continuity to the Board by maintaining a minimum number of Board Members at each election. The Minimum Number is designated in Article IV section 1. In the case where the number of current Board Members will not maintain the Minimum Number due to term expiration, resignation, or other reasons, the current President will extend the term by one year (or until the next election, whichever comes first) of a number of those Board members of his/her choosing in order to maintain the Minimum Number of Board Members.
Section 5. It is desirable that a minimum of one Director (or Board Member) reside in each of the following TGC Regions as a representative of that Region:
- Northeastern United States: To include Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Delaware, Virginia, and West Virginia.
- Southeastern United States: To include North and South Carolina, Georgia, Alabama, Mississippi, Tennessee, and Florida.
- Upper Mid-West United States: To include Ohio, Kentucky, Indiana, Illinois, Wisconsin, Michigan, Iowa, and Minnesota
- Lower Mid-West United States: To include Texas, Oklahoma, Kansas, Missouri, Arkansas, and Louisiana,
- Pacific United States: To include California, Nevada, Oregon, and Washington
- Western United States: To include all other states not included in A though E above,
- South and Central America
- Europe: To include all countries in the continent of Europe,
- Eastern Asia: To include Japan, China, and South Korea
- Southeastern Asia: To include Thailand, Vietnam, Indonesia, Malaysia, and all other related countries, including other countries of the Pacific
- Australia and New Zealand:
- International Division: To include all countries otherwise not included above.
Section 6. In the event of negligence, or actions detrimental to our Council, a Board Member, Board Members, or the entire Board shall be subject to a recall. A recall petition, in order to qualify for a vote, must be signed by 10% of the qualified voters (members) and accompanied by sworn statements of the sponsors that the signatures were secured according to law.
- A member in good standing must submit a letter or petition, which may be submitted in electronic format, calling for a recall. Said petition for recall shall be posted on the TGC website for a period of 30 days for review and comment by the TGC membership.
- A 20% vote by the membership of the whole shall qualify petition for an immediate election.
- This election shall carry up to the prescribed election time.
- No stigma of disability for further office holding shall prevail. However, a recalled officer shall be placed on probation for two years from holding office.
Section 7. Any vacancy on the Board due to a Board Member not being able to complete a term for any reason or because the Board was expanded as described in This Article Section 1 will be replaced with a Board Member appointed by the President and confirmed by a simple majority of the Board. The term of an appointed Board Member will end at the next election. If the vacancy leaves any one TGC Region as described in This Article Section 5 without a Director, preference will be exercised by the President for appointment of a Board Member who resides in said Region. All due haste should be exercised to appoint a replacement Board Member, unless it is within the time of an election as described in This Article Section 8. If appointed Members compose a majority of the Board, a special election shall be held within three months.
Section 8. Elections shall be held as follows:
Each odd numbered year will be considered an election year.
- January of the election year there will be a request for Self-Nomination on the TGC homepage.
- If an insufficient number of applications for Board membership as described in This Article Section 5 are received by the date of the election, seats for the unrepresented Regions shall remain vacant until the next election cycle (provided that the minimum board size is maintained).
- Statements of Candidacy shall be received from each Board Member candidate and published to the TGC website for a period of not less than 30 days before an election.
- The election results shall be published by the TGC webmaster to the TGC website no later than 7 days after the closing of the election.
- The new board will take office on June 1st, the beginning of The Council’s fiscal year.
Section 9. Duties of the Board shall be:
- President’s Duties – The President shall watch over the Society’s business-at-hand by being the guide of the content and direction of the monthly Board meetings. Whether the meeting be held in person, via conference call, or through a Board letter. He/she shall be able to vote on proposals and will have the tie-breaking vote. He/she shall be able to keep the Board Members & Directors in line where/when a Board Member or Director steps out of line for some reason. He/she shall submit a status report of the TGC quarterly on the web site, unless designated to the editor. He/she may authorize expenditures up to $500.00 without a board vote. These expenditures will include items like gift subscriptions, computer repairs, accommodations for speakers of TGC events, exhibition tanks for regional shows, and advertising. Individual items over $100.00 must be recorded by the President or Secretary in the monthly letters to the board. The President may appoint Board and non-Board members to function as Advertising, Membership, Communications, Convention, Editing, and Back Issue Chairmen. In order to make this appointment the President must provide appropriate access to all post office boxes, files, and other critical documents, as needed to enable appointees to fulfill their responsibilities (this requirement does not supercede his Article Section E regarding sensitive and secure assets) . If a board member cannot attend a Board monthly meeting he/she can vote in advance or not. If a board member misses a meeting and does not vote in advance, the meeting members will conduct business without him/her.
- Secretary’s Duties – The Secretary shall report to the Society, via the TGC Publication, all Election Results. He/she shall make notes of the monthly Board meetings so the Board’s activities or projects for the month can be reported on the web site from time to time. He/she shall record all proposals and present them in an orderly list to the Board members so that they may be voted upon. He/she shall prepare a yearly Questionnaire to the web site or Facebook page, submit it for publication, and tabulate the results so they may forward correspondence to the proper committee, and present informative letters to the TGC Publication and/or the Board, wherever the information will be most helpful. The secretary shall also organize and maintain a collection of files and documents relevant to the current operation and history of TGC, including (if applicable); back issues, past and present board meeting notes, past and present questionnaire results, Individual Operating Plans (see This Article Section F), etc.
- Treasurer’s Duties – The Treasurer shall receive the dues of the members and all other monies from whatever source accruing to the Society. He/she shall pay all bills associated therewith the above. He/ she shall make a financial report to the membership twice a year, via TGC web site. The Chairman shall appoint an auditor, preferably from the membership of the Society. The auditor shall be prepared to make a report of the financial condition of the Society. The books shall be audited and signed once a year, preferably for the year-end financial report to the membership.
- Board Duties in General – Through a monthly business Board meeting (as prescribed by the President), they shall direct, vote on proposals, manage and control the affairs and business of the Society and make such rules and regulations for the membership not inconsistent with these Bylaws. They shall foster and encourage the purposes for which the Society has been formed.
All board members must submit written, podcast, or web articles a minimum of twice a year. All board members will sign a non-disclosure agreement (NDA) and a waiver to ownership of all content produced for the TGC. This includes, but is not limited to web site work, standards, podcasts, and pictures. If materials are submitted and are previously copyrighted works or pictures, it is the submitter’s responsibility to identify this.
- Elimination of Issues in Operations- Sensitive and secure organizational assets must be accessible by at least three members of the Board. Examples include, but are not limited to: bank account, PayPal account, credit/debit cards and associated accounts, checkbook, website maintenance interfaces, website domain provider account, Facebook account, eBay account, webstore/auction maintenance interface, membership records, file storage, etc.
- An individual board member may not hold more than one board position during a term. Further, any member of TGC may not act as chairman of more than one committee at a time, or hold more than one appointed office at a time (but may accept temporary assignments to assist other committees or officers)
F. Individual Operating Plan- Within 60 days of the announcement of election results or appointment, each committee chair, officer, or position-holding member will submit a written Individual Operating Plan for approval by the BOD, for each TGC position held (charter chairmen, officers, etc. will produce an Individual Operating Plan within 60 days of approval of the TGC IRS exemption status). General Board members with no specific area of responsibility are exempt from this requirement. The intent of the Individual Operating Plan is to designate responsibilities and procedures to be undertaken by said member, and to communicate any critical information or tasks required by that position, in the event that the position becomes vacant. To accomplish this, individuals are permitted to modify the Operating Plan of a predecessor, if applicable. Changes to an Individual Operating Plan may be submitted to the Board for approval.
Article V – Fiscal Year
The fiscal year of the Society shall commence on June 1st and extend through May 31st of the following year.
Article Vl – Dues
Upon finishing the annual audit, the Board will determine the dues for the following year. The dues will coincide with the necessary expenditures needed to manage the Society. Dues may be waived by a simple vote of the board for select individuals.
Article Vll – Mode of Operation
Insofar as it is applicable, the business of the Society shall be carried out by monthly Board meetings at the direction of the President. These Board meeting can be conducted in person, via conference call or written correspondence. In the case of in person or conference call Board meetings the Secretary will make notes of the meeting and distribute said notes to all members of the board before the next meeting. At the discretion of the President, phone votes or closed group Facebook votes may be carried out on an infrequent basis. The President or Secretary will record these results in the next written correspondence.
Article VIII Content Ownership
Content includes but is not limited to the following: text, audio, video, pictures, multi-media (hereinafter “Content”). The Council will retain the copyright to any Content created by any of the members of the Board in the course of their duties within those positions. Any members in good standing contributing Content to any publication or website must consent in writing, including by electronic means such as e-mail or Facebook messages, for their content to be included and become property of The Goldfish Council. All members, including the Board, are bound to honor these bylaws under their membership and therefore will be bound to these provisions. If Content is generated by a member who has their membership lapse for any reason, any Content generated and passed into TGC ownership during the time of an individual’s membership in good standing shall remain TGC property. A more formal written and signed contract will be required for all outside individuals, groups, entities to contribute Content to TGC publications and websites and the intellectual property rights that will be prescribed thereunder. All Content regardless of origin will be clearly credited to their creators and/or authors by name, except for where the creator and/or author has expressly wished to remain anonymous. Any contributions of Content belonging to TGC shall accrue to the sole benefit of The Council and not to the original creator.
For express clarity any Content related to the Judging Standards and Exhibition Guidelines (hereinafter “TGC Standards and Guidelines”) will be the sole property and copyright of The Goldfish Council. Use of the Standards and Guidelines by outside groups to host their own similar events must seek approval by The Council’s Board at least three (3) months prior to the event in question. The Council reserves the right to the following a) deny rights to outside groups to use TGC Standards and Guidelines for any reason; and b) charge a prescribed fee, as agreed upon by majority vote within the Board and scaled to the size of the event and outside organization, for the rights to use TGC Standards and Guidelines. However, any use in an event by an outside entity once approved by the TGC Board must still clearly state the TGC Standards and Guidelines are the sole property of The Goldfish Council and that The Council absolves itself in all liability to their use.
The Goldfish Council name and all materials with The Goldfish Council designation are property of The Council. The use of The Goldfish Council logo(s) and/or materials by an outside entity must be approved by The Board during a monthly meeting before use.
Article IX – Amendment
Section 1. These Bylaws may be amended as follows:
- A majority of the Board may adopt a resolution specifying the nature of any intended amendment, repeal or new provision, and upon such adoption the same shall be submitted to the membership for action thereupon by written ballot two months after the notification of the membership.
- One-tenth of the entire membership of the Society may sign and file in writing or electronically on electronic Council vehicles to the Secretary, proposed amendments, repeals or new provisions to these Bylaws. Thereupon the Board shall cause to be submitted to the membership the same for action via written ballot two months after the notification of the membership.
Section 2. Such proposed amendments, repeals or new provisions shall become part of these Bylaws upon favorable majority vote of the membership voting.
Article X Dissolution
In the event The Goldfish Council closes or changes its” path under the rules of the 501(c)3. The board will announce the closing of the organization. Remaining funds will be donated to another goldfish related 501(c)3 or the monies will be given to the state of Ohio or the Internal Revenue Service before the end of the business year.