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Here are the bylaws of MAC-Holthus can be fired by the MAC Board
BYLAWS OF
MARINE AQUARIUM COUNCIL, INC.
(a Delaware Nonstock Corporation)
ARTICLE I.
Offices; Seal
1. Offices. The principal office of the Corporation and such other offices as it may establish from time to time shall be located at such place or places, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors or by the officers pursuant to authority from the Board.
2. Seal. The seal of the Corporation, if any, shall be in such form as the Board of Directors shall prescribe.
ARTICLE II.
Directors
1. Powers. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall possess, and may exercise, any and all powers granted to the Corporation by law, the Certificate of Incorporation, and these Bylaws.
2. Number. The number of Directors constituting the entire Board shall be set by the Directors, but shall not consist of fewer than seven (7) nor more than fifteen (15). The President shall also serve as an ex-officio member of the Board of Directors without any restrictions on term. Directors from Class B shall comprise the majority of the Board.
3. Classes of Directors. There shall be two classes of Directors, Class A and Class B Directors.
(i) Class A Directors shall include persons representing organizations that are involved in the collection and handling of marine organisms or associations thereof.
(ii) Class B Directors shall include persons representing organizations that are generally scientific or educational, such as environmental organizations, public aquaria, and research institutions or representative associations thereof.
4. Qualifications. Directors need not be residents of the State of Delaware. A Director may succeed himself or herself in office. Two or more Directors (whether Class A or Class B) shall represent organizations not organized in the United States, with specific emphasis on representing organizations located in countries that are substantial suppliers of aquarium marine organisms.
5. Election and Tenure. Directors shall be elected at the regular annual meeting of the Board of Directors, or as soon thereafter as practicable, by a majority vote of Directors then in office. Subsequent to 2002 appointments, terms of directors shall be for three years, unless earlier removed. Director’s terms shall be staggered. At the annual meeting held in 2002, one third of all directors shall be elected to a term of one year, one third to a term of two years, and one third to a term of three years. The term of each director elected thereafter shall expire at the close of the annual meeting of the Board of Directors in the third year following election, or at such director’s prior resignation or removal. A Director shall not be limited in the number of terms of service; except that no director may serve more than two consecutive three-year terms.
6. Resignation. Any Director may resign at any time by giving written notice of his or her resignation to the Chairperson of the Board of Directors, the President, or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
7. Removal. Any Director may be removed from office, with or without cause, at a meeting of the Board of Directors called for the purpose of removing such Director. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of such Director. Such Director may be removed from the Board by the majority vote of the other Directors then in office.
8. Vacancies. Any vacancy in the Board of Directors existing between annual meetings of the Board, including a vacancy created by an increase in the number of Directors, shall be filled by majority vote of the Directors then in office. A Director so elected shall serve until the close of the next regular annual meeting of the Board of Directors or until his or her successor is elected and qualified.
9. Chairperson. The Board of Directors shall appoint from among its members a Chairperson, who shall preside at meetings of the Board of Directors and shall have such powers and perform such duties as shall be defined by the Board of Directors.
10. Reimbursement. Members of the Board of Directors and Advisory Committees thereof, as specified in Article VI below, may, by resolution of the Board of Directors, receive reasonable compensation for their services and may be reimbursed for reasonable expenses paid while acting on behalf of the Corporation.
ARTICLE III.
Meetings of Directors
1. Place of Meetings. The Board of Directors may hold meetings, annual, regular, or special at any place either within or without the State of Delaware.
2. Annual Meeting. The Board of Directors shall hold a regular annual meeting at a time and place set by the Board of Directors. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
3. Regular Meetings. Additional regular meetings of the Board of Directors may be held, at such times and places as may be determined by the Board of Directors. Notice of such a meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson or any three (3) Directors. Notice of such a meeting shall be given to each Director at least ten (10) days prior to the date of the meeting.
5. Quorum; Vote. At all meetings of the Board of Directors, the presence of a majority of the number of Directors shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the votes cast by the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the affirmative vote of a greater number of Directors is specifically required by law, the Certificate of Incorporation, or these Bylaws. If a quorum is found to exist at a meeting, it shall be deemed to exist until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.
6. Adjournment. Whether or not a quorum is present, a majority of Directors present at a meeting of the Board of Directors may adjourn the meeting to another place, date, or time. When a meeting is adjourned to another place, date, or time, and the place, date, and time of the adjourned meeting are announced at the meeting at which adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than thirty (30) days after the date for which the meeting was originally noticed. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally noticed.
7. Action By Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if written consents setting forth the action taken are signed and dated by all of the members of the Board of Directors or of such committee, as the case may be. Such consents (which may be in one instrument or several instruments) shall be filed with the minutes of the proceedings of the Board of Directors or of the committee. Unless otherwise specified in such consents, the effective date of any action so taken is the date on which the last Director signs the consents.
8. Meetings by Telephone. The members of the Board of Directors or of any committee may participate in a meeting by means of a conference telephone or similar communications equipment by which all Directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
ARTICLE IV.
Committees
1. Committees of the Board. The Board of Directors may, by resolution passed by a majority of all Directors in office, establish such committees, including an Executive Committee, as it deems necessary or proper. Each committee must be composed of at least two (2) members of the Board of Directors. The Board of Directors may designate any Director(s) as an alternate member(s) of any committee to replace any absent or disqualified member(s) at any meeting of such committee. The Board of Directors may make such provisions for appointment of the chairpersons of such committees, establish such procedures to govern the committees’ activities, and delegate to the committees such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation. However, the Board of Directors shall not delegate to any committee the power or authority to (1) amend, adopt, or repeal the Certificate of Incorporation or the Bylaws; (2) adopt or approve a plan of merger or consolidation; (3) authorize the voluntary dissolution of the Corporation; (4) elect, appoint, or remove any Director or officer; or (5) amend or repeal any resolution of the Board of Directors which by its terms is not amendable or repealable. Unless otherwise specified in the resolution establishing a committee, a committee’s authority shall continue until terminated by the Board of Directors.
2. Advisory Committees. Other committees not having and exercising the authority of the Board of Directors may be constituted and members thereof appointed by a resolution adopted by a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present.
3. Committee Meetings. Meetings of any committee shall, to the extent not otherwise specified in resolutions of the Board of Directors, be conducted in accordance with the foregoing provisions of these Bylaws.
ARTICLE V.
Notice
1. Form; Delivery. Whenever, under the provisions of law, the Certificate of Incorporation, or the Bylaws, notice is required or permitted to be given to any Director or other person, such notice may be given in writing, by mail, addressed to such person at his or her post office address as it appears on the current records of the Corporation. Such notice shall be deemed to be given at the time it is deposited, with postage prepaid thereon, in the United States mail. Notice may also be communicated orally in person or by telephone; or given by telegraph, teletype, other form of wire or wireless communication, or private carrier, except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws.
2. Waiver. Whenever any notice is required or permitted to be given under the provisions of law, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to such notice and delivered to the Secretary for inclusion with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any Director who attends a meeting of the Board of Directors, or any member of a committee who attends a committee meeting, shall be conclusively deemed to have waived notice of such meeting, unless he or she objects at the beginning of the meeting or promptly upon his or her arrival to the lack of such notice and does not thereafter vote for or assent to action taken at the meeting.
ARTICLE VI.
Officers
1. Officers. The officers of the Corporation shall be a Chairman, President, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine are necessary or desirable. Any two or more offices may be held by the same person.
2. President. The President shall be executive director and chief executive officer of the Corporation. He or she shall present at each annual meeting and special and regular meetings of the Board of Directors a report of the condition of the business of the Corporation, cause to be called regular and special meetings of the Board in accordance with these Bylaws, be ex-officio a member of all standing committees and have general management control of the business and affairs of the Corporation, subject to the authority of the Board.
3. Election. The officers shall be elected by the Board of Directors.
4. Tenure. An officer shall serve from the date of his or her election until his or her successor has been elected and qualified or until his or her death, incapacity, resignation, or removal from office with or without cause by the Board of Directors.
5. Resignation. An officer may resign at any time by giving written notice or his or her resignation to the Chairperson, the President, or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
6. Compensation. The compensation of officers shall be fixed from time to time by the Board of Directors. The officers of the corporation will normally serve without compensation, with the exception of the President whose compensation will be set by the Executive Committee of the Board of Directors.
7. Powers and Duties. Except as otherwise provided by the Board of Directors, the officers shall have such powers and perform such duties as typically pertain to their offices, as well as such additional powers and duties as are prescribed from time to time by the Board of Directors or (in the case of officers other than the President) by the President, and that are non inconsistent with law, the Certificate of Incorporation, or these Bylaws.
ARTICLE VII.
Fiscal Administration; Books and Records
1. Documents. All disbursements of monies or incurrence of debts on behalf of the Corporation may be undertaken by such officer(s) or agent(s) of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board of Directors.
2. Deposits and Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board of Directors may select, or as may be selected by any officer(s) or agent(s) of the Corporation to whom such power may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by such officer(s) or agent(s) of the Corporation as shall be determined by the Board of Directors.
3. Corporate Books and Records. The Corporation shall keep at its principal place of business (a) the original or a duplicate record of the proceedings of the Board of Directors, Committees, and members, (b) the original or a copy of the Certificate of Incorporation and Bylaws, including all amendments thereof to date, certified by the Secretary, and (c) appropriate, correct, and complete books and records of account.
ARTICLE VIII.
Insurance and Indemnification
1. Insurance. The Corporation may, to the fullest extent required or permitted by applicable law, purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against or incurred by him or her in that capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability pursuant to applicable law, the Certificate of Incorporation, or these Bylaws.
2. Right to Indemnification. The Corporation shall, to the fullest extent required or permitted by applicable law, indemnify any person who is or was made, or is threatened to be made, a party to any actual or threatened proceeding because he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against the obligation to pay expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such proceeding if:
(a) he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation;
(b) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful; and
(c) indemnification is authorized pursuant to the terms of these Bylaws.
In the case of a proceeding brought by or in the right of the Corporation, indemnification shall be limited to reasonable expenses (including attorneys’ fees) incurred in connection with the proceeding; except that the Corporation shall not indemnify any individual under such circumstances with respect to any claim, issue, or matter as to which he or she is adjudged liable to the Corporation, unless, and only to the extent that, the Court of Chancery or the court in which such proceeding is brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.
3. Authorization of Indemnification. The Corporation shall not indemnify any individual unless and until a determination has been made that indemnification is permissible under the circumstances because the individual has met the standard of conduct set forth above in Section 2 of this Article, and indemnification is authorized for the specific proceeding for which indemnification is sought. The determination that indemnification is permissible shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that an individual did not meet the standard of conduct set forth in Section 2 of this Article. Authorization that indemnification should be made for the specific proceeding for which it is sought shall also be made in the manner prescribed by subsections (a) and (b) of this section, except that, if the determination that indemnification is permissible is made by special legal counsel under subsection (b), the authorization and evaluation of the reasonableness of expenses shall be made by those persons entitled under subsection (b) to select the counsel.
4. Advancement of Expenses. The Corporation shall pay for or reimburse the expenses (including attorneys’ fees) incurred by a Director, officer, employee, or agent in defending any proceeding in advance of final disposition of such proceeding if he or she furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance to the extent it is ultimately determined that he or she is not entitled to be indemnified by the Corporation under this Article.
5. Mandatory Indemnification. The Corporation shall indemnify any Director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in defense of a proceeding referred to in Section 2 of this Article, or of any claim, issue, or matter therein, to the extent such individual has been successful on the merits or otherwise.
6. Non-exclusivity of Rights. The right to indemnification and advancement of expenses conferred in this Article shall not be exclusive of any other right which a Director, officer, employee, or agent may be entitled under law, the Certificate of Incorporation, these Bylaws, a resolution of Directors, or an agreement providing for such indemnification or advancement.
7. Repeal or Amendment. No repeal or amendment of this Article shall adversely affect any right or protection of an individual with respect to any act or omission occurring prior to such repeal or amendment.
ARTICLE IX.
Accounting Period
The annual accounting period of the Corporation shall be the calendar year.
ARTICLE X.
Amendments
1. Bylaws. These Bylaws may be amended by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present.
2. Certificate of Incorporation. The Certificate of Incorporation may be amended by the Directors if the Board of Directors adopts a resolution setting forth the proposed amendment and declaring its advisability, and at a subsequent meeting of the Board, held, on notice stating the purpose thereof, not earlier than fifteen (15) and not later than sixty (60) days after adoption of the resolution, a majority of all Directors in office votes in favor of such amendment.
BYLAWS OF
MARINE AQUARIUM COUNCIL, INC.
(a Delaware Nonstock Corporation)
ARTICLE I.
Offices; Seal
1. Offices. The principal office of the Corporation and such other offices as it may establish from time to time shall be located at such place or places, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors or by the officers pursuant to authority from the Board.
2. Seal. The seal of the Corporation, if any, shall be in such form as the Board of Directors shall prescribe.
ARTICLE II.
Directors
1. Powers. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall possess, and may exercise, any and all powers granted to the Corporation by law, the Certificate of Incorporation, and these Bylaws.
2. Number. The number of Directors constituting the entire Board shall be set by the Directors, but shall not consist of fewer than seven (7) nor more than fifteen (15). The President shall also serve as an ex-officio member of the Board of Directors without any restrictions on term. Directors from Class B shall comprise the majority of the Board.
3. Classes of Directors. There shall be two classes of Directors, Class A and Class B Directors.
(i) Class A Directors shall include persons representing organizations that are involved in the collection and handling of marine organisms or associations thereof.
(ii) Class B Directors shall include persons representing organizations that are generally scientific or educational, such as environmental organizations, public aquaria, and research institutions or representative associations thereof.
4. Qualifications. Directors need not be residents of the State of Delaware. A Director may succeed himself or herself in office. Two or more Directors (whether Class A or Class B) shall represent organizations not organized in the United States, with specific emphasis on representing organizations located in countries that are substantial suppliers of aquarium marine organisms.
5. Election and Tenure. Directors shall be elected at the regular annual meeting of the Board of Directors, or as soon thereafter as practicable, by a majority vote of Directors then in office. Subsequent to 2002 appointments, terms of directors shall be for three years, unless earlier removed. Director’s terms shall be staggered. At the annual meeting held in 2002, one third of all directors shall be elected to a term of one year, one third to a term of two years, and one third to a term of three years. The term of each director elected thereafter shall expire at the close of the annual meeting of the Board of Directors in the third year following election, or at such director’s prior resignation or removal. A Director shall not be limited in the number of terms of service; except that no director may serve more than two consecutive three-year terms.
6. Resignation. Any Director may resign at any time by giving written notice of his or her resignation to the Chairperson of the Board of Directors, the President, or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
7. Removal. Any Director may be removed from office, with or without cause, at a meeting of the Board of Directors called for the purpose of removing such Director. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of such Director. Such Director may be removed from the Board by the majority vote of the other Directors then in office.
8. Vacancies. Any vacancy in the Board of Directors existing between annual meetings of the Board, including a vacancy created by an increase in the number of Directors, shall be filled by majority vote of the Directors then in office. A Director so elected shall serve until the close of the next regular annual meeting of the Board of Directors or until his or her successor is elected and qualified.
9. Chairperson. The Board of Directors shall appoint from among its members a Chairperson, who shall preside at meetings of the Board of Directors and shall have such powers and perform such duties as shall be defined by the Board of Directors.
10. Reimbursement. Members of the Board of Directors and Advisory Committees thereof, as specified in Article VI below, may, by resolution of the Board of Directors, receive reasonable compensation for their services and may be reimbursed for reasonable expenses paid while acting on behalf of the Corporation.
ARTICLE III.
Meetings of Directors
1. Place of Meetings. The Board of Directors may hold meetings, annual, regular, or special at any place either within or without the State of Delaware.
2. Annual Meeting. The Board of Directors shall hold a regular annual meeting at a time and place set by the Board of Directors. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
3. Regular Meetings. Additional regular meetings of the Board of Directors may be held, at such times and places as may be determined by the Board of Directors. Notice of such a meeting shall be given to each Director at least ten (10) days prior to the date of the meeting unless the Board, by resolution, otherwise provides.
4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson or any three (3) Directors. Notice of such a meeting shall be given to each Director at least ten (10) days prior to the date of the meeting.
5. Quorum; Vote. At all meetings of the Board of Directors, the presence of a majority of the number of Directors shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the votes cast by the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the affirmative vote of a greater number of Directors is specifically required by law, the Certificate of Incorporation, or these Bylaws. If a quorum is found to exist at a meeting, it shall be deemed to exist until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.
6. Adjournment. Whether or not a quorum is present, a majority of Directors present at a meeting of the Board of Directors may adjourn the meeting to another place, date, or time. When a meeting is adjourned to another place, date, or time, and the place, date, and time of the adjourned meeting are announced at the meeting at which adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than thirty (30) days after the date for which the meeting was originally noticed. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting originally noticed.
7. Action By Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if written consents setting forth the action taken are signed and dated by all of the members of the Board of Directors or of such committee, as the case may be. Such consents (which may be in one instrument or several instruments) shall be filed with the minutes of the proceedings of the Board of Directors or of the committee. Unless otherwise specified in such consents, the effective date of any action so taken is the date on which the last Director signs the consents.
8. Meetings by Telephone. The members of the Board of Directors or of any committee may participate in a meeting by means of a conference telephone or similar communications equipment by which all Directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
ARTICLE IV.
Committees
1. Committees of the Board. The Board of Directors may, by resolution passed by a majority of all Directors in office, establish such committees, including an Executive Committee, as it deems necessary or proper. Each committee must be composed of at least two (2) members of the Board of Directors. The Board of Directors may designate any Director(s) as an alternate member(s) of any committee to replace any absent or disqualified member(s) at any meeting of such committee. The Board of Directors may make such provisions for appointment of the chairpersons of such committees, establish such procedures to govern the committees’ activities, and delegate to the committees such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation. However, the Board of Directors shall not delegate to any committee the power or authority to (1) amend, adopt, or repeal the Certificate of Incorporation or the Bylaws; (2) adopt or approve a plan of merger or consolidation; (3) authorize the voluntary dissolution of the Corporation; (4) elect, appoint, or remove any Director or officer; or (5) amend or repeal any resolution of the Board of Directors which by its terms is not amendable or repealable. Unless otherwise specified in the resolution establishing a committee, a committee’s authority shall continue until terminated by the Board of Directors.
2. Advisory Committees. Other committees not having and exercising the authority of the Board of Directors may be constituted and members thereof appointed by a resolution adopted by a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present.
3. Committee Meetings. Meetings of any committee shall, to the extent not otherwise specified in resolutions of the Board of Directors, be conducted in accordance with the foregoing provisions of these Bylaws.
ARTICLE V.
Notice
1. Form; Delivery. Whenever, under the provisions of law, the Certificate of Incorporation, or the Bylaws, notice is required or permitted to be given to any Director or other person, such notice may be given in writing, by mail, addressed to such person at his or her post office address as it appears on the current records of the Corporation. Such notice shall be deemed to be given at the time it is deposited, with postage prepaid thereon, in the United States mail. Notice may also be communicated orally in person or by telephone; or given by telegraph, teletype, other form of wire or wireless communication, or private carrier, except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws.
2. Waiver. Whenever any notice is required or permitted to be given under the provisions of law, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to such notice and delivered to the Secretary for inclusion with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any Director who attends a meeting of the Board of Directors, or any member of a committee who attends a committee meeting, shall be conclusively deemed to have waived notice of such meeting, unless he or she objects at the beginning of the meeting or promptly upon his or her arrival to the lack of such notice and does not thereafter vote for or assent to action taken at the meeting.
ARTICLE VI.
Officers
1. Officers. The officers of the Corporation shall be a Chairman, President, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine are necessary or desirable. Any two or more offices may be held by the same person.
2. President. The President shall be executive director and chief executive officer of the Corporation. He or she shall present at each annual meeting and special and regular meetings of the Board of Directors a report of the condition of the business of the Corporation, cause to be called regular and special meetings of the Board in accordance with these Bylaws, be ex-officio a member of all standing committees and have general management control of the business and affairs of the Corporation, subject to the authority of the Board.
3. Election. The officers shall be elected by the Board of Directors.
4. Tenure. An officer shall serve from the date of his or her election until his or her successor has been elected and qualified or until his or her death, incapacity, resignation, or removal from office with or without cause by the Board of Directors.
5. Resignation. An officer may resign at any time by giving written notice or his or her resignation to the Chairperson, the President, or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
6. Compensation. The compensation of officers shall be fixed from time to time by the Board of Directors. The officers of the corporation will normally serve without compensation, with the exception of the President whose compensation will be set by the Executive Committee of the Board of Directors.
7. Powers and Duties. Except as otherwise provided by the Board of Directors, the officers shall have such powers and perform such duties as typically pertain to their offices, as well as such additional powers and duties as are prescribed from time to time by the Board of Directors or (in the case of officers other than the President) by the President, and that are non inconsistent with law, the Certificate of Incorporation, or these Bylaws.
ARTICLE VII.
Fiscal Administration; Books and Records
1. Documents. All disbursements of monies or incurrence of debts on behalf of the Corporation may be undertaken by such officer(s) or agent(s) of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board of Directors.
2. Deposits and Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board of Directors may select, or as may be selected by any officer(s) or agent(s) of the Corporation to whom such power may from time to time be delegated by the Board of Directors. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by such officer(s) or agent(s) of the Corporation as shall be determined by the Board of Directors.
3. Corporate Books and Records. The Corporation shall keep at its principal place of business (a) the original or a duplicate record of the proceedings of the Board of Directors, Committees, and members, (b) the original or a copy of the Certificate of Incorporation and Bylaws, including all amendments thereof to date, certified by the Secretary, and (c) appropriate, correct, and complete books and records of account.
ARTICLE VIII.
Insurance and Indemnification
1. Insurance. The Corporation may, to the fullest extent required or permitted by applicable law, purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against or incurred by him or her in that capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability pursuant to applicable law, the Certificate of Incorporation, or these Bylaws.
2. Right to Indemnification. The Corporation shall, to the fullest extent required or permitted by applicable law, indemnify any person who is or was made, or is threatened to be made, a party to any actual or threatened proceeding because he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against the obligation to pay expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such proceeding if:
(a) he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation;
(b) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful; and
(c) indemnification is authorized pursuant to the terms of these Bylaws.
In the case of a proceeding brought by or in the right of the Corporation, indemnification shall be limited to reasonable expenses (including attorneys’ fees) incurred in connection with the proceeding; except that the Corporation shall not indemnify any individual under such circumstances with respect to any claim, issue, or matter as to which he or she is adjudged liable to the Corporation, unless, and only to the extent that, the Court of Chancery or the court in which such proceeding is brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper.
3. Authorization of Indemnification. The Corporation shall not indemnify any individual unless and until a determination has been made that indemnification is permissible under the circumstances because the individual has met the standard of conduct set forth above in Section 2 of this Article, and indemnification is authorized for the specific proceeding for which indemnification is sought. The determination that indemnification is permissible shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that an individual did not meet the standard of conduct set forth in Section 2 of this Article. Authorization that indemnification should be made for the specific proceeding for which it is sought shall also be made in the manner prescribed by subsections (a) and (b) of this section, except that, if the determination that indemnification is permissible is made by special legal counsel under subsection (b), the authorization and evaluation of the reasonableness of expenses shall be made by those persons entitled under subsection (b) to select the counsel.
4. Advancement of Expenses. The Corporation shall pay for or reimburse the expenses (including attorneys’ fees) incurred by a Director, officer, employee, or agent in defending any proceeding in advance of final disposition of such proceeding if he or she furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance to the extent it is ultimately determined that he or she is not entitled to be indemnified by the Corporation under this Article.
5. Mandatory Indemnification. The Corporation shall indemnify any Director, officer, employee or agent of the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in defense of a proceeding referred to in Section 2 of this Article, or of any claim, issue, or matter therein, to the extent such individual has been successful on the merits or otherwise.
6. Non-exclusivity of Rights. The right to indemnification and advancement of expenses conferred in this Article shall not be exclusive of any other right which a Director, officer, employee, or agent may be entitled under law, the Certificate of Incorporation, these Bylaws, a resolution of Directors, or an agreement providing for such indemnification or advancement.
7. Repeal or Amendment. No repeal or amendment of this Article shall adversely affect any right or protection of an individual with respect to any act or omission occurring prior to such repeal or amendment.
ARTICLE IX.
Accounting Period
The annual accounting period of the Corporation shall be the calendar year.
ARTICLE X.
Amendments
1. Bylaws. These Bylaws may be amended by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present.
2. Certificate of Incorporation. The Certificate of Incorporation may be amended by the Directors if the Board of Directors adopts a resolution setting forth the proposed amendment and declaring its advisability, and at a subsequent meeting of the Board, held, on notice stating the purpose thereof, not earlier than fifteen (15) and not later than sixty (60) days after adoption of the resolution, a majority of all Directors in office votes in favor of such amendment.
MAC Board
JOHN BRANDT
EMAIL: [email protected]
STEVEN BROAD
EMAIL: [email protected]
CHRISTOPHER BUERNER
EMAIL: [email protected]
BRUCE BUNTING
EMAIL: [email protected]
KEITH DAVENPORT
EMAIL: [email protected]
RANDOLPH GOODLETT
EMAIL: [email protected]
SCOTT HAJOST
EMAIL: [email protected]
PAUL HOLTHUS
EMAIL: [email protected]
MARSHALL MEYERS
EMAIL: [email protected]
SARA OLDFIELD
EMAIL: [email protected]
ALEX PLOEG
EMAIL: [email protected]
JOKO PURWANTO
EMAIL: [email protected]
JAN STEFFEN
EMAIL: [email protected]
LOLITA TY
EMAIL: [email protected]
FRANK VORHIES
EMAIL: [email protected]
DOUG WARMOLTS
EMAIL: [email protected]
JOHN BRANDT
EMAIL: [email protected]
STEVEN BROAD
EMAIL: [email protected]
CHRISTOPHER BUERNER
EMAIL: [email protected]
BRUCE BUNTING
EMAIL: [email protected]
KEITH DAVENPORT
EMAIL: [email protected]
RANDOLPH GOODLETT
EMAIL: [email protected]
SCOTT HAJOST
EMAIL: [email protected]
PAUL HOLTHUS
EMAIL: [email protected]
MARSHALL MEYERS
EMAIL: [email protected]
SARA OLDFIELD
EMAIL: [email protected]
ALEX PLOEG
EMAIL: [email protected]
JOKO PURWANTO
EMAIL: [email protected]
JAN STEFFEN
EMAIL: [email protected]
LOLITA TY
EMAIL: [email protected]
FRANK VORHIES
EMAIL: [email protected]
DOUG WARMOLTS
EMAIL: [email protected]
aquaticvet1":3c7quanj said:
:lol: :lol: :lol:
your ego is showing abit there bubbah-since when do you represent the 'hobby' or 'industry' or even have a clue as to what hobbyists want, enough to claim to know what they want or say ? :roll:
beware of hubris-it's not very flattering
In January 2006 Holthus received the TMAT Project Mid Program report from USAID. The report was highly critical of MAC and stated that they had got it all wrong and certain to get it all wrong with MAMTI.
The report also criticised Holthus and his secret way of running things.
So Holthus shared the report with his board? Of course not, he has hidden it from them and is working with his friends Reef Check and CCIF to try and massage the bad things out of it.
Come on MAC Board, how much more of the finger will you allow Holthus to give you? Have you no backbone?
He must go for the benefit of the industry and the hobby.
The report also criticised Holthus and his secret way of running things.
So Holthus shared the report with his board? Of course not, he has hidden it from them and is working with his friends Reef Check and CCIF to try and massage the bad things out of it.
Come on MAC Board, how much more of the finger will you allow Holthus to give you? Have you no backbone?
He must go for the benefit of the industry and the hobby.
clarionreef
Advanced Reefer
- Location
- San Francisco
New MAC?
There is only one more to go...the leader who ruined the entire organization, alienated every environmentally oriented aquarium person there was and squandered years, millions and goodwill.....
only to blame everyone else in sight.
The lack of leadership ability has always been the key issue with this guy.
He ran the team for so long and now turns against it as the reason for all MACs failures.
The missing spark needed to ignite the success in the chain of custody is at the bottom...ie. village level. The ignorance of this basic fact...and inability to get past it or fake it dooms MAC in whatever new concoction they arrange w/ Reekcheck and the CCIF.
The fact that Reefcheck and CCIF also fail to see this speaks volumes. Their destinies are therefore linked to a certified losing formula.
With the leadership of chronic failure still intact, rearranging the deck chairs on the Titanic won't help much.
The noble thing to do for the director would be to resign. ..as he's rum out of old friends to sacrifice.
Steve
There is only one more to go...the leader who ruined the entire organization, alienated every environmentally oriented aquarium person there was and squandered years, millions and goodwill.....
only to blame everyone else in sight.
The lack of leadership ability has always been the key issue with this guy.
He ran the team for so long and now turns against it as the reason for all MACs failures.
The missing spark needed to ignite the success in the chain of custody is at the bottom...ie. village level. The ignorance of this basic fact...and inability to get past it or fake it dooms MAC in whatever new concoction they arrange w/ Reekcheck and the CCIF.
The fact that Reefcheck and CCIF also fail to see this speaks volumes. Their destinies are therefore linked to a certified losing formula.
With the leadership of chronic failure still intact, rearranging the deck chairs on the Titanic won't help much.
The noble thing to do for the director would be to resign. ..as he's rum out of old friends to sacrifice.
Steve
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