The Constitution of the
The name of the organization shall be the North American Native Fishes Association, Inc.
Mission Statement: The North American Native Fishes Association, Inc. (NANFA) is a not-for-profit, tax-exempt corporation dedicated to the appreciation, study and conservation of the continent's native fishes. The Objectives of the Association are:
Education Captive husbandry of fishes acquaints people with organisms they might otherwise never see alive or know existed, and affords people an opportunity to witness and appreciate their behaviors (feeding, breeding, parental care, etc.). Such acquaintance is a vital step in fostering environmental awareness and promoting a conservation ethic.
Section 1. Membership in this Association shall be open to all persons who are interested in the Mission and Objectives of the Association and have paid the prescribed dues.
Section 2. The Charter Membership shall consist of all individuals accepted as members in good standing as of January 1, 1973.
Section 3. Membership in this Association shall be personal and non-transferable and shall terminate upon death, resignation, or one month after the period for which dues have been paid, or for cause as provided by this Constitution.
Section 4. In addition to the title of Member which confers upon the holder full rights and privileges of the Association, the Board of Directors shall be empowered to designate Members as Fellows of the Association, such honorary title to be conferred upon those who, in the opinion of the Board, are meritorious of this high distinction by virtue of furthering the purposes of the Association.
Section 5. The Board of Directors shall be empowered to confer upon members or non-members, in recognition of services to the Association, the title of Fellow, thereby conferring upon the bearer the same rights and benefits as regular paid members.
Section 6. The Board of Directors may reprimand, suspend, or expel any member for cause, which is hereby defined to be conduct contrary to the Objectives and best interest of the Association. No disciplinary action shall be taken against any member without first giving him or her and the Association notice of such proposed disciplinary action at least one month in advance of any action to be taken thereupon. Such action to be carried requires the vote of at least five members of the Board of Directors.
ARTICLE IV--Board of Directors
Section 1. The number of Directors shall be seven, and they shall hold office for a two-year term. Three Directors shall be elected in the odd-numbered calendar years and four in the even-numbered years. Directors may be re-elected to successive terms.
Section 2. The duties of the Board of Directors shall consist of the following:
Section 3. Directors shall be elected from the membership. Any member may nominate his or her self for the Board, or a fellow member as long as that member accepts the nomination. All nominations will be submitted to the Board Chair no later than October 1. Nominees must meet two qualifications:
Section 4. Names and candidacy statements of nominees for the Board of Directors should be published by the Association no later than December 1 of each year. Ballots may be printed in the same issue of the publication that announces the nominees and provides their candidacy statements. Members may vote by returning a completed ballot via postal mail, or they may vote electronically via email or, if available, through NANFA's website. In order to be counted, votes must be received no later than 11:59 p.m. on the last day of the year. Two or more members selected by the President will count ballots. Should circumstances warrant (e.g., ballots are mailed late, technical difficulties with electronic balloting), the Board of Directors may extend the election period into the following year, with the outgoing Board continuing to serve until the votes are counted and the new Board is in place. The Board may suspend the election if the number of qualified candidates is equal to the number of outgoing Board seats.
Section 5. No more than two directors shall reside in the same state or province at the time of election to office.
Section 6. Directors so elected, together with those Directors serving on the existing Board whose term of office is such that they will continue in office after January 1, will be designated as comprising the Board-Elect. The Board-Elect shall elect from the new Board a chairman of the board. In addition they shall elect a President, Vice President, Secretary, and Treasurer from the membership at large or Board members.
Section 7. Any vacancy occurring in the Board Membership shall be filled by appointment by the Chairman of the Board with the appointment subject to the approval of at least three other Directors; such appointments are to remain in force for the remainder of the normal term of office.
Section 8. Any Director who remains out of active participation for more than two months (without just cause) is subject to review by the Board and replacement if four other Directors vote to replace that Director.
ARTICLE V--Fiscal Year
The fiscal year of the Association shall commence on January 1 and extend through December 31 of the same year.
The current Board of Directors is to determine the dues for the following years.
Upon dissolution of the North American Native Fishes Association, the Board of Directors shall turn over to a non-profit educational institution mutually agreed upon all assets, accrued income, the library, and other properties, after all other obligations have been settled. A letter of termination and accounting shall be sent to all NANFA members when all obligations have been effectuated and all official business matters have been legally terminated.
Section 1. The Constitution may be amended by a proposal that is supported by five of the seven Directors, and subsequently approved by a two-thirds majority of the votes received from members of the Association.
Section 2. Such proposed amendments, repeals, or new provisions shall become part of the Constitution upon favorable two-thirds majority of the membership voting.