KADO By-Laws

KADO-Keys Association of Dive Operators, Florida Keys and Key West

KADO By-Laws

Constitution

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:

ARTICLE I

The name of this association shall be the KEYS ASSOCIATION OF DIVE OPERATORS. It shall be located in Monroe County, Florida.

ARTICLE II

The purpose of this Association shall be:

To insure professionalism among the dive oriented businesses,

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.

ARTICLE III

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.

ARTICLE IV

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.

ARTICLE V

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.
By-Laws

ARTICLE I
MEMBERSHIP

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 of Directors.

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 Directors.

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.

ARTICLE II
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 present.

ARTICLE III
GOVERNMENT

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.

ARTICLE IV
ELECTIONS

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.

ARTICLE V
MEETINGS

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 Association.

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.

ARTICLE VI
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.

ARTICLE VII
COMMITTEES

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.

ARTICLE VIII
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.

ARTICLE IX
DELEGATIONS

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.

ARTICLE X
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.

ARTICLE XI
AMENDMENTS

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.

	Keys Association of Dive Operators 3128 N. Roosevelt Blvd. Key West, Florida 33040 info@divekeys.com
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