We, the undersigned, associate ourselves for
the purpose of being incorporated and effecting a corporation,
not for profit, under the laws of the State of Florida, and hereby
propose the following charter:
The name of this association shall be the KEYS
ASSOCIATION OF DIVE OPERATORS. It shall be located in Monroe
The purpose of this Association
- To insure professionalism among the dive oriented
- To promote dive-related tourism,
- To have an organized body with a strong voice,
- To promote recognition of the reefs as a sustainable
resource; to accept stewardship and provide protection through
observation and education, to preserve the Florida Keys reefs.
The officers of this Association shall consist
of a Chairman, a President, a Vice-President, a Secretary, a
Treasurer, and an Information Officer. The governing powers
of this association shall be vested in the Board of Directors. The
officers shall be elected in the manner prescribed by the bylaws
and shall hold office for a period of two (2) years, or until
their successors are duly elected and qualified.
The constitution may be amended by a two-thirds
(2/3) vote of the members present, at any regular or special
meeting provided that written notice of the proposed amendment
of amendments has been mailed to the last know address of each
member at least fourteen (14) days prior to the date of such
regular or special meeting.
The foregoing proposed charter is
hereby subscribed to by those members whose names appear on the
current mailing list. All of the State of Florida and County
of Monroe. On the _____ day of ________________, 2002.
- An applicant for Active membership must be
a dive oriented business, holding a state sales tax permit,
for a period of, not less than, 6 months. Captains, Instructors
and Mates, applying for Associate membership, must be employed
by an Active member, for 6 months. Those non-diving related
businesses, applying for Affiliate membership, must hold a
state sales tax permit for a minimum of 6 months.
- All applications for membership must be in
writing. Annual membership dues will become due upon
acceptance of the membership application, by the Board of Directors. Membership
fees can be amended at any time by a majority vote of the Board
- All applicants for Active membership must
be sponsored by an Active member in good standing.
- All applications for membership shall be
presented to the Board of Directors for authenticity and consideration.
- All applications will be acted upon at the
general meeting. A two-thirds (2/3) majority vote of
the Active membership in attendance, will be required for acceptance.
- Any individual, firm, or corporation desiring
to assist in extending the goals and objectives of the Association
shall be eligible for membership as an Affiliate Member. Affiliate
membership is open to those who meet the requirements for said
Affiliate Membership, and have made application, in writing,
to the Board of Directors. Annual membership fees will
be paid upon acceptance of the application, by the Board of
- An Affiliate Member may not be entitled to
vote or hold office. However, he/she may attend regular
meetings of the Association, express interests, and voice opinions.
DUES AND ASSESSMENTS
- The annual dues for Active and Affiliate members
of this Association shall be One Hundred ($100.00) dollars,
and Associate members (Captains, Instructors, and Mates), $50.00. Annual
membership fees are due on August 1 st, for the following year,
and are effective January 1 st. New members joining in
mid-year will have their first years fees pro-rated to the
nearest whole month.
- Any member whose dues are in arrears for a
period of ninety (90) days shall automatically cease to be
a member and his/her name shall be dropped from the records
of this Association. Written notice of dues owing shall be
given to members, at his/her last known address, by the Treasurer
thirty (30) days before date payable.
- Special assessments shall be allocated to
the membership, provided that such assessment be approved by
two-thirds (2/3) majority vote of the membership in attendance,
at any regular or special meeting, provided that a quorum is
- The governing powers of this Association shall
be vested in the elected officers of this Association, subject
to the will of the membership.
- The Board of Directors shall be in control
of the management of the Association, subject to the will of
the membership. Funds of the Association shall be withdrawn
from the bank or banks, where they are on deposit, by two (2)
signatures of either the Chairman, President, Vice-President,
Secretary, Treasurer, or Information Officer.
- Vacancies, in the Board of Directors, shall
be filled by vote of the membership. Nominees to fill
the vacancy may be taken from the general membership, and the
Board of Directors. Candidates for the vacancy will be
posted, to all members, fourteen (14) days prior to the election
meeting. Electees to the vacated positions shall serve
for the duration of the term of the individual being replaced,
or until the next regular election.
- Not less than thirty (30) days prior to the
annual election, the President shall appoint, with the approval
of the Board of Directors, a nominating committee, of not less
than three (3) members.
- The nominating committee shall, not less than
fourteen (14) days prior to the annual election, decide upon
and make recommendations, to the membership, in writing, the
name of at least two (2) candidates, for each office. Nominations
can also be taken from the general membership. Candidates
nominated for the Board of Directors, must be a member in good
standing, that holds an active position, by ownership, or management,
of a Keys dive-oriented business (retail dive shop, charter
boat, underwater photography/video operation, etc.), for more
than one (1) calendar year, and has attended no less than 50%
of the previous year’s meetings.
- At the annual election, there shall be elected
a President, a Vice-President, a Secretary, a Treasurer, and
an Information Officer. The immediate past President
will become the Chairman of the Board of Directors, and have
the same voting rights as any Board of Directors member.
- Voting shall be by Active and Associate members
in good standing, and no person shall cast more than one ballot. Signed
absentee ballots will be accepted with notification and approval
of any officer of the Board of Directors, with the ballot being
given to the Board of Directors, by the absent party. Active
members will have a full vote, and Associate members will have
a half (1/2) vote.
- Officer’s terms shall be for 2 years,
and will run from January 1, through December 31, of the following
year. Officers shall take office at the regular meeting,
in January, following the election. The fiscal year for
the association shall be January 1 through December 31.
- The election meeting of the Association, shall
be held in November or December, of the election year, and
notice of such meeting shall be mailed, faxed, or e-mailed,
by the Secretary, to each member, at his/her last known address,
at least fourteen (14) days prior, thereto.
- Meetings of the Association shall be held
at least quarterly. The Board of Directors may call a
meeting at any time necessary, with fourteen (14) days notice.
- The time and location of regular meetings
shall be set by the Board of Directors, at prior meetings.
- Twenty five percent (25%) of the members in
good standing shall constitute a quorum, for any vote of this
- Special meetings of the membership, or of
the Board of Directors shall be called by the President, or
the Secretary, at the request of the officers, or fifty percent
(50%) of the Active membership, respectively. Notice
to members of such meetings of the membership shall be given
in writing, fax, or e-mail, at least fourteen (14) days prior
to the meeting, by the Secretary.
DUTIES OF OFFICERS
- The Chairman, as the immediate past President,
will serve to provide advice and continuity, and as spokesman
for the President, if so designated by the President.
- The President, as Chief Executive Officer
of the Association, shall supervise the Association’s
affairs and activities, and shall make a general report, annually,
thereon, to the membership. The President, at the end
of his/her term of office, will serve as Chairman of the Board
of Directors, for the following term.
- The Vice-President shall assist the President
of the Association, in its affairs and activities. He
shall preside at membership and Board of Directors meetings,
in the absence of the President.
- The Secretary is the recording officer of
the Association, and the custodian of the records. Such
Secretary, in addition to keeping the records and minutes of
the Association, shall keep a register of roll of the members,
and shall call the roll when required, and notify its officers,
committees, and members of any appointments. The Secretary
shall also send out any meeting notices of the Association,
and shall conduct its correspondence.
- The Treasurer shall issue notice of dues payable
and be responsible for collection thereof, keep the books of
the Association, disburse funds at the discretion of the Board
of Directors and shall report annually, and at such time as
directed, on the financial condition of the Association. The
Treasurer shall submit an annual audit of the books of the
Association, by an auditing committee, consisting of three
(3) members, appointed by the Board of Directors.
- The Information Officer shall act as spokesman
for the Association, to other county and state agencies, and
act as liaison to other tourism and conservation groups. He/she
will, in conjunction with the Secretary, disseminate information
to Active members, and be available during membership recruiting
activities, and produce press releases to the media, to heighten
the public profile of the Association.
- The Board of Directors shall determine the
committees deemed proper and necessary to fulfill the goals
and objectives of the Association.
- All standing committee members, chairmen,
and vice-chairmen shall be appointed by the President, subject
to the approval of the Board of Directors.
- The President shall be an ex-officio member
of all committees.
RULES OF ORDER
The “Robert’s Rules of Order” shall
govern the proceedings of all the meetings of the Association
and its constituent parts, except as provided by these by-laws.
Delegations of special committees shall be
appointed by the President, subject to the approval of the
Board of Directors, to represent the Association, at any convention,
meeting, or assembly, as may be necessary. Such delegations
or committees shall exercise those powers specifically vested
in them, by the Board of Directors, or general membership.
ORDER OF SUCCESSION
The order of succession, in the event of Presidential
vacancy occurring during the year, shall be as follows: the
Vice-President, the Chairman, the Treasurer, the Secretary,
and then the Information Officer.
These by-laws may be amended by a two-thirds
(2/3) majority vote of the membership present at any general
or special meeting, provided that written notice of the proposed
action has been given to each member, at his/her last known
address, at least fourteen (14) days prior, thereto, or by
fax, or e-mail.
Association of Dive Operators
3128 N. Roosevelt Blvd.
Key West, Florida 33040
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