(2006 edition)
I. Name
A. The Name of this organization shall be the Greater Portland Aquarium Society, herein known as the Society or G.P.A.S.
II. Purpose
A. The purpose of the G.P.A.S. shall be to further the study of all forms for aquatic life, to promote interest, exchange ideas, distribute information concerning the aquarium hobby, and to encourage the breeding and display of aquatic life. The G.P.A.S. shall be a nonprofit educational organization, and as such it is the intent that no member shall receive assets of the G.P.A.S. or any remuneration for their part in the normal operation of the G.P.A.S.
B. This corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
C. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
III. Membership
A. Any person interested in the objectives of the G.P.A.S. may become a member at the time of paying the prescribed dues. No person shall be denied membership because of age, race, creed, religious or political affiliation, national origin, or gender.
IV. Officers and Directors
A. Officers shall consist of the President, Vice President, Treasurer, Secretary, and three Board Members at Large.
B. Directors shall be the chairpersons of the Show Committee, Publication Committee, Program Committee, Publicity Committee, and Library Committee. Directors will be appointed by the President and approved by the membership.
C. The Governing Board shall consist of the Officers and the Directors, herein after known as the Board.
V. Dissolution
A. In the event of the dissolution of the Society, all assets shall be sold at auction and all monies from the sale and the balance of the treasury, after payment of any outstanding obligations, shall be distributed to a non-profit organization, fund, or corporation in the Pacific Northwest, which is organized and operated exclusively for charitable, educational, non-religious and/or scientific purposes which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code, and whose purpose is to further awareness of the hobby and/or provide education related to aquatic life forms, or to a public or charitable organization recognized as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or a state or local government for a public purpose in the manner determined by the Board of Directors.
VI. Amendments
A. This constitution may be amended by approval of a 2/3 majority of the voting members present at a general meeting. The proposed amendment or change must be introduced at one general meeting, and voted upon at the next general meeting. All members, whose membership is current, must be notified of the change prior to the vote. The notification must be one of the following methods.
1. A handout at the meeting prior to the vote, and posting to the GPAS website, and a special notice to the email group. Posting to the website, and notice to the email group shall be no less than 27 days prior to the vote. Any members who cannot be contacted electronically will be contacted by other means.
2. A mailing to all current members, postmarked no less than 30 days prior to the vote, and posting to the website and email group as prescribed above. If the second method is used a regular meeting must occur after the notice and before the meeting at which the vote occurs.
VII. Meetings
A. The regular meeting shall be once each month. A regular meeting may be cancelled by the President with the approval of a majority of the Board.
B. Regular business meetings shall be held each month between regular meetings.
C. The annual meeting shall be the regular April meeting.
D. Special business meetings may be called only by the President, if needed, and all board members shall be notified. Only business specified in the notice may be transacted at that meeting.