HCA Bylaws

[Christa]

Hello everyone!

Here are the HCA Bylaws. This is our governing document. Since we are not officially incorporated it is still being tweaked but we try to adhere to it as best we can. If you have any suggestions, please let us know.

Thanks!

Christa

BYLAWS
OF
THE HERMIT CRAB ASSOCIATION
ARTICLE 1
OFFICES
SECTION 1. PRINCIPAL OFFICE

The principal office of the Hermit Crab Association is located in Alexandria City, State of Virginia.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the Hermit Crab Association's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
____________________ Dated: ________, 20__
____________________ Dated: ________, 20__
____________________ Dated: ________, 20__

SECTION 3. OTHER OFFICES

The Hermit Crab Association may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE 2
NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(C)(3) PURPOSES
The Hermit Crab Association is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be to advance the well-being and care of all hermit crabs. Our mission is to create a "humane society" specifically dedicated to hermit crabs.

ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The Hermit Crab Association shall have five directors and collectively they shall be known as the Board of Directors.

SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state (at least eighteen years of age) and shall be knowledgeable in the current standards of captive land hermit crab care.

SECTION 3. POWERS
Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of the Hermit Crab Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Hermit Crab Association;
(c) Supervise all officers, agents and employees of the Hermit Crab Association to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the Hermit Crab Association, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
(f) Administer the Hermit Crab Association's message board.

SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of one year and until his or her successor is elected and qualifies.

SECTION 6. COMPENSATION
Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 7. PLACE OF MEETINGS
Meetings shall be facilitated in the Hermit Crab Association's chat room unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 8. REGULAR MEETINGS
Regular meetings of Directors shall be held on the first Sunday of each month, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Directors are also excused from the meeting for observation of religious holidays.


SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the Hermit Crab Association or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 10. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

(a) Regular Meetings. No notice need be given of any regular meeting of the board of directors.
(b) Special Meetings. At least one week prior notice shall be given by the Secretary of the Hermit Crab Association to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 11. QUORUM FOR MEETINGS
A quorum shall consist of three of the members of the Board of Directors.
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 12. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 13. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Hermit Crab Association or, in his or her absence, by the Vice President of the Hermit Crab Association or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Hermit Crab Association shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 14. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Hermit Crab Association would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 15. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Hermit Crab Association.

SECTION 16.INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the Hermit Crab Association shall be indemnified by the Hermit Crab Association to the fullest extent permissible under the laws of this state.

SECTION 17. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Hermit Crab Association (including a director, officer, employee or other agent of the Hermit Crab Association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Hermit Crab Association would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

ARTICLE 4
OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the Hermit Crab Association shall be a President, a Vice President, a Secretary, a Treasurer and a Member At-Large. The Hermit Crab Association may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.

SECTION 2. DUAL OFFICERS
No single person may hold two offices on the Board of Directors at any one time.

SECTION 3. ELECTION AND TERM OF OFFICE
Nominations will be taken the first two weeks in February. The nominations will be sent via e-mail to the Elector. After the two weeks are up, Nominations are closed, the elector will reveal the slate of candidates and the nominees will have the rest of the month of February to campaign. People may nominate themselves for any position. Nominations do not have to be seconded by another member.
Members will cast their votes via the internet at the HCA’s official website. The Elector, with the assistance of the Web-Master shall set up a “pollâ€