Only Active Members, in good standing, shall be entitled to vote in corporate affairs.

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 nominations.

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 outgoing or past President shall be appointed as a member of the Board of Directors.

The Stockholders shall elect officers who, with the inclusion of the immediate past President, shall constitute the Board of Directors.

          Duties of the President:

• 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 contracts.
• To assist all other officers of the corporation in the performance of their duties.
• 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 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 Directors.

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 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.

ARTICLE IX

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.

ARTICLE X

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: $35.00
• September through Novembe: $26.25
• December through February: $17.50
• March through May: $8.75

ARTICLE XI

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 owns.

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.