JACKSONVILLE SCUBANAUTS, INC.
( A Florida Not For Profit Corporation)
This corporation shall be known as
JACKSONVILLE SCUBANAUTS, INC. (a Florida Not For Profit Corporation).
Members shall be eighteen (18) years of age or older and a nationally certified
Scuba Diver. All other members
shall be designated “Associate Member” and shall not be entitled
to own stock or to vote.
Only Active Members, in good standing, shall be entitled to vote in corporate
Only Active Members shall be eligible to hold office in the corporation. Candidates
for office must be active and in good standing for ninety (90) days prior to
Purpose and Objectives:
For the preservation, support and promotion
of the sport of skin and scuba diving and its various forms of affiliated activities.
To dedicate ourselves to the furtherance of the sport together with sound
conservation, good sportsmanship and cooperation with and for federal, state
and local agencies as well as other worthwhile groups and projects.
To promote fellowship among underwater sportsmen by sponsoring contests, outings
and other educational, social and recreational programs.
To create an opportunity for divers to utilize their skills and experience
for the benefit of public interest.
This organization shall be incorporated
so that it can contract in its own name, to protect its members, officers
and directors from personal liability,
and to provide an organizational format which will allow us to pursue our Purposes
and Objectives as set forth herein.
The officers of the corporation shall
be a President, Vice-President, Secretary and Treasurer. All officer shall
hold Active memberships as defined in Article II. All elective officers shall
be nominated on the meeting night in April of each year. All elective officers
shall be elected on the meeting night in May of each year. Officers shall be
installed in June of the same year and shall hold office for one year or until
their successors are elected. In the event that a presiding officer relinquishes
his post or is found to be unfit for office, nominations shall be held at the
next regular meeting with election and installation at the following meeting.
Voting shall be by secret ballot. Officers shall serve without pay.
The outgoing or past President shall be appointed as a member of the Board
The Stockholders shall elect officers who, with the inclusion of the immediate
past President, shall constitute the Board of Directors.
Duties of the President:
Duties of the Treasurer
- To preside at all meetings of the corporation.
- To appoint any persons or committees not otherwise ordered by the corporation.
- To personally represent the corporation on proper occasions and business
- To assist all other officers of the corporation in the performance of
- To promote interest on the part of each corporate member on corporate
life and activities.
- To vote only when one vote is necessary to break a tie.
- The President shall be the Chief Executive Officer of the corporation
and shall have general and active management of the
business and affairs of the corporation subject to the directions of the Board
Duties of the Vice-President:
Duties of the Secretary:
- To be membership chairman.
- To perform the duties of the President in his absence.
- To assist in any other manner which the President deems necessary.
- To act as program chairman, whose duties shall be as the President directs.
- To have custody of and maintain all of the corporate records except the
- To record all the minutes of all meetings of the stockholders and Board
of Directors or President.
- To perform such other duties as may be prescribed by the Board of Directors
- To send out notices of all regular and special meetings.
- To handle all corporate correspondence.
- To perform such other duties as generally fall to that office.
- To retain copies of all corporate correspondence by any other member.
To collect dues from all members.
- To collect all other money due the corporation.
- To make all payments from corporate funds when so ordered by the corporation.
- To be responsible for filing all required IRS returns for the corporation
at the end of the fiscal year, which shall be May 31.
- The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate reports of
disbursements and render account thereof at each meeting of stockholders and
whenever else required by the Board of
Directors or President, and shall perform such other duties as may be prescribed
by the Board of Directors or President.
- All money matters over $50.00 must be approved by the Board of Directors.
All checks are to be signed by the
corporation’s Treasurer or by the President. The Board of Directors is
encouraged to submit expenditures over $100.00
for approval of the Stockholders present at any given meeting.
Board of Directors:
Function: The business of this corporation shall be managed and its corporate
powers exercised by the Board of Directors. To make recommendations upon stockholder
expulsion. To properly investigate and present to the corporation all business
or important activity situations.
Number: This corporation shall have no more than six (6) but no less than
four (4) Directors. Any member in addition to the current officers and the
past President shall be appointed by the President and approved by the Board
of Directors for the length of time specified by the Board of Directors or
until the end of the current election year (whichever occurs first).
Qualifications: All of the members of the Board of Directors shall hold Active
memberships as defined in Article II, and at least one shall be a citizen of
the United States.
Vacancies: Vacancies in the Board of Directors shall be filled by appointment
by a majority of the remaining members of the Board of Directors until such
time as a new officer can be elected in accordance with Article IV, at which
time the appointee, if different from the new officer elected, shall step down
and the newly elected officer shall be installed as a member of the Board of
Quorum: The presence of a majority
of all of the Directors shall be necessary at any Directors’ meeting to constitute a quorum to transact business.
The act of a majority of Directors present at a Directors’ meeting where
a quorum is present shall be the act of the Board of Directors.
Place of Meeting: Directors’ meetings
may be held within or without the State of Florida.
Time of Meeting: Meetings of the Board of Directors shall be held immediately
following the annual meeting of the stockholders each year, at such times,
thereafter, as the Board of Directors may deem necessary, and at other times
upon the call of the President or by a majority of the Directors. Notice of
each special meeting shall be given by the Secretary to each Director not less
than five (5) days before that meeting unless each Director shall waive notice
thereof before, at or after the meeting.
Executive Committee: The Board of Directors may, by resolution, designate
two (2) or more of their number to constitute an Executive Committee, who,
to the extent provided in such resolution, shall have and may exercise the
powers of the Board of Directors.
The regular meetings of the corporation
shall be held by the second Wednesday of each month at a time agreed upon by
the members. The President or Board of Directors may call a special meeting
at any time by notifying all stockholders at least five (5) days in advance.
The annual meeting of the stockholders of this corporation shall be held on
the second Wednesday of May 1993, and each year thereafter, unless and until
these Bylaws shall be amended as provided herein.
The annual meeting shall include the election of officers.
At least one-third (1/3) Active Members in good standing shall constitute
a quorum for the transaction of corporate business.
Every stockholder having the right and entitled to vote at any meeting of
the stockholders shall be entitled, upon each proposal presented at the meeting,
to one vote.
These Bylaws may be amended by the Board of Directors, subject
to approval by a majority of the stockholders present, following publication
of the proposed amendment in the monthly newsletter or other form of notification
at least 30 days prior to the vote.
Roberts Rules of Order shall govern
the parliamentary proceedings of this corporation, unless otherwise provided
in the Bylaws.
Active Membership is open to any person, subject to provisions set forth in
the Bylaws, male or female, over the age of eighteen (18) years who will abide
by the laws of the organization and who expresses a desire and willingness
to be dedicated to the purpose herein stated.
Active Members will be entitled to one vote each and one share of stock each
and to any and all other rights and privileges according to the Bylaws provided
they are not more than two (2) months in arrears in their dues.
Applicant for membership shall be provided with a copy and will have read
and agreed to the Bylaws of this corporation. The applicant shall execute a
statement that he/she read and agreed to the Bylaws and will be bound by them
and will provide an original and one copy (front and back) of their nationally
recognized certification card and shall sign such other and further document
as the corporation deems necessary or useful to accomplish its corporate purposes.
Prospective members shall complete an application for membership as designated
by the membership chairman. Upon completion of the application, payment of
dues and being voted in by a quorum, he/she becomes a member (Active or Associate)
and will be entitled to all the privileges of their membership.
Active Members shall have the right to bring a non-member guest on a maximum
of two club trips unless an exemption is approved by the Board of Directors.
Any Active Member bringing a guest to a club dive shall be responsible for
the conduct and behavior of their guest. In the event that there are limited
resources (for example, spaces on a dive boat) for which both members and guests
are competing, the Active Member shall be entitled to take priority and precedence
over an Associate Member or non-member guest and shall be entitled to all available
resources before any non-member guest will be entitled to same.
Active Membership dues shall be $35.00 per year per person. All Associate
Membership dues shall be $12.00 per year to be paid annually.
Membership dues and initiation fees are not refundable or transferable.
All Active and Associate Members belonging to a single family, notwithstanding
the other provisions of the Bylaws, shall pay no more, for all members of the
family, than $70.00 per year for the entire family.
Membership renewals will be due in June of each year. Dues for new members
will be prorated by the quarter as follows:
- June through August:
- September through
- December through
- March through
Should any Active Member leave the corporation for any and all reasons whatsoever,
the Active Member shall immediately return any and all corporate property.
The member shall also return any stock in the corporation which that member
Any member shall return their share of stock upon demand of the corporation,
for any reason.
The corporation shall keep in its
records all issued shares of stock. The actual “shares” shall
not be distributed to the member per agreement of the member and corporation.
There shall be no vote by proxy and only Active Members in good standing in
attendance may vote.
Any officer missing three (3) consecutive meetings will be notified that unless
he/she attends the next meeting, his/her office will be considered vacant.
Said officer must have the right to speak in his/her own behalf.
Upon the infraction of any diving rule as set forth by the Dive Committee
(said committee to be organized and controlled by the President of the corporation)
or willfully acting dangerously or causing harm to another person or himself/herself
while diving, by any member, that member shall be subject to immediate dismissal
from the corporation. Said member must have the right to be heard in his/her
own behalf. Any officer or their designee shall have the right to dismiss a
member for any such infraction or unsafe practice, said dismissal being effective
immediately upon notification to the offending member. The offending member,
on the instance of notification, shall no longer be a member of the Jacksonville
Scubanauts, Inc. (A Florida Not For Profit Corporation) or any subsidiary thereof
for any reason or purpose whatsoever until the monthly meeting following such
dismissal, at which time the offending member shall have the right to be heard
in their own behalf.
Changes to Bylaws approved by membership vote on January 13, 2010.