NEC Constitution

The Northeast Council of Aquarium Societies. Incorporated – Constitution

Be it known, that we, the subscribers, do hereby associate ourselves as a body politic
and corporate, pursuant to the statute laws of the State of Connecticut regulating the
formation and organization of corporations without capital stock, and the following are
our articles of association.
Revised and Ratified December 3, 2023

Article 1. Name.
The name of said corporation shall be the Northeast Council of Aquarium Societies,
Incorporated, hereafter referred to as the NEC.
The NEC is located in the state of Connecticut and the address of the Corporate Agent
determines the official NEC address.
The Officers, the Immediate Past President and members at large of the NEC shall
make up the Executive Board of the NEC, hereafter referred to as the “Board”. The
Executive board, the Chair of each Standing Committee and the Corporate Agent shall
make up Board of Governors of the NEC.

Article 2. Purpose.
The purposes for which said corporation is formed are the following, to wit:
1. To assist local aquarium, ornamental pond fish and water garden organizations that
are members of the NEC to obtain program material;
2. To facilitate exchange of information among members;
3. To establish and maintain standards for judging aquaria, aquarium organisms,
ornamental pond fish and water gardens, and to train personnel to become
qualified judges;
4. To become a source of and disseminate knowledge relating to the aquarium,
ornamental pond fish and water gardening hobbies.
5. To assist in the formation of new hobby organizations, or the reactivation of existing
hobby organizations, where requested;
6. To promote the aquarium, ornamental pond fish, and water gardening hobbies in
general, and to urge local groups to obtain all possible publicity concerning their
activities.

Article 3. Membership.
Any regularly organized aquarium, ornamental pond fish or water garden society may
apply for membership and upon a two-thirds (2/3) majority acceptance of the Board of
Governors and payment of the current dues, shall become a member; and shall remain
a member upon payment of dues yearly.
Dues for each coming year shall be determined by the needs of the NEC, and shall be
recommended by the Board of Governors to the NEC at the annual meeting of the NEC
held at the Annual Convention each year. Any increase in dues shall be voted upon at
each annual meeting of the NEC.
Any organizations that joined the NEC on or Before September 30, 1956 shall be
considered Charter Members. Any Charter Member that resigns from the NEC shall be
considered a Charter Member Inactive. Any Charter Member Inactive can return to an
active status only by a vote of the Board of Governors, and payment of the current
dues.
Dues shall be paid annually, and any member more than three months in arrears shall
be considered as not in good standing. Members not in good standing are not entitled to
vote or participate in any NEC activities, unless open to the general public. Unless a
society formally withdraws from the NEC, members not in good standing may return to
good standing by payment of the current year’s dues. Any society that formally
withdraws from the NEC may only rejoin the NEC by applying for membership as a new
society.
Each member society shall select a Delegate to the NEC and an Alternate, at least one
of whom shall attend each meeting of the NEC. An individual can represent only one
club for the purpose of quorum and voting. Representation shall be stated at roll-call.

Article 4. Meetings.
The NEC shall meet quarterly. These meetings shall be attended by the Board of
Governors and the Delegate or Alternate for each member. These meetings are open to
the public.
One of the quarterly meetings shall be at the Annual Convention, which shall also be
the Annual Meeting. Other than the Annual Meeting, meetings may be conducted in
person, by telephone or any other generally accepted means of communication usable
by all members.
The Board of Governors shall also meet quarterly. All members of the Board of
Governors shall attend these meetings. The Delegate and Alternate from each member
are invited to attend these meetings.
Special meetings may be called by the President or by two thirds (2/3) vote of the Board
of Governors.

Article 5. Amendments to the Constitution.
Amendments to this Constitution may be made by a two thirds (2/3) vote of the Council
(the Board of Governors and Delegate of each member in good standing) present at
any regular meeting, provided written notice of the proposed amendment is presented
to each member society at least forty five (45) days prior to the date of the meeting at
which such amendment is to be voted.

 

The Northeast Council of Aquarium Societies, Incorporated – Bylaws

Revised and Ratified December 3, 2023

 

Article 1. Quorum
Section 1. A quorum at any meeting of the Board of Governors shall be seven board
members; at least 5 of whom must be Executive Board members.
A quorum at an NEC Quarterly meeting shall include a quorum of the Board of
Governors and forty (40) percent of active member organizations in good standing as
determined by the following sliding scale:
Sliding Quorum Scale of Active Members: Any member organization not sending
representation to two consecutive meetings, will not be considered active, and will be
temporarily removed from the quorum count. An organization not considered active
must then attend 2 meetings within a calendar year or 2 consecutive meetings to be
reinstated in the quorum count.
Section 2. Voting power at all NEC meetings shall be limited to the Board of Governors
and the Delegate of each Member Society.
The Chair of the meeting shall cast the deciding vote in case of a tie.
If the meeting is being conducted in person, the vote may be made by secret ballot if
approved by a simple majority of the members. Otherwise voting shall be made by
acclamation or a roll call vote.

Article 2. Officers
The officers of this Council shall be a President, a Vice President, a Recording
Secretary, a Corresponding Secretary, and Treasurer.
The Executive Committee shall consist of the five (5) officers, the Immediate Past
President and six (6) members at large. Members at large must maintain membership in
a member club.
No person shall hold more than one position on the Executive Committee, except the
Immediate Past President, who may hold one additional office. All officers must be
members of and maintain membership in a member organization.
The Board of Governors shall consist of the Executive Committee, the Chairs of all
standing committees, and the Corporate Agent of the Northeast Council of Aquarium
Societies, Inc.
The five officers and six members at large shall be elected for the period of two years.
The Board of Governors shall carry out all matters approved at any meeting of the NEC;
make necessary decisions between meetings of the NEC, and transact other such
business as may be necessary.
Two consecutive absences on the part of any Board of Governors member without
sufficient reason and without notice to the President, shall automatically cancel
membership on the Board.
Any vacancy on the Board of Governors shall be filled by the Board.
The President shall:
1. Direct this Council and preside at all meetings,
2. Appoint any special committees,
3. Call any and all special meetings as deemed necessary and,
4. Decide all points of order under Constitution and Bylaws.
The Vice President shall:
1. Assume all duties of the President upon the absence of the President and,
2. Be an active aide to the President at all times.
The Recording Secretary shall:
1. Keep a true and accurate record of the meetings,
2. Maintain a record of all meeting minutes and committee reports and,
3. Prepare and disseminate the agenda for each meeting before the meeting.
The Corresponding Secretary shall:
1. Carry on all correspondence required and notify all members of regular and special
meetings, as directed by the Board of Governors.
2. Oversee the creation and distribution of the monthly newsletter.
The Treasurer shall:
1. Collect all dues and other monies payable to the NEC,
2. Pay out such monies owed by this council in accordance with the direction of the
Board of Governors, receiving such receipts as necessary for the protection and proper
records,
3. Maintain accurate records of all monies received and paid out,
4. Report the financial status of the NEC at each meeting, either in person or by a
written report to the President if personal attendance is not possible,
5. Attend to such other matters as the President of the Council shall direct.
Each incoming Board of Governors shall audit the books of the Treasurer for the
preceding 2 years.
The Corporate Agent shall:
1. Reside in the State of Connecticut, and provide a stable address and representation
with the State of Connecticut.
2. File required paperwork as necessary to maintain the NEC’s incorporated status with
the State of Connecticut and the NEC’s non-profit status with the Government of the
United States of America.
The Corporate Agent is appointed by the President and serves until he or she resigns or
is removed for cause.
The Immediate Past President is the person who held the office of President
immediately prior to the election of the current President. If that person is unwilling or
unable to act, the most recent past President willing to serve shall hold the office.

Article 3. Elections
Section 1, All officers and members at large are elected for a period of two years or until
their successors are elected.
The December meeting of every even numbered year shall be the Election Meeting.
Two meeting before the Election Meeting, a nominating committee of five (5) shall be
elected and shall prepare a ballot for the elections. Current officers may not serve on
the Nominating Committee. The ballot shall contain at least one name for each Officer
and member at large position. The Nominating Committee shall publish a report of
nominees for each position in each issue of the Newsletter leading up to the elections.
The Nominating Committee shall prepare a ballot and deliver it to the Recording
Secretary at least 48 hours before the Election Meeting. The ballot shall be
disseminated with the agenda before the Election meeting.
Additional nominees for any of these offices except Treasurer may be made from the
floor at any meeting up to and including the Election Meeting.
Nominees for Treasurer shall submit to background and credit checks, the results of
which shall be reviewed by the officers and Past President. Upon majority approval, the
nominee shall be deemed eligible to run for the position of Treasurer. Candidates for
Treasurer must qualify for dishonesty bonding.
Voting for the members of the Executive Committee is limited to the Delegate or
Alternate Delegate of each member organization. Each member organization may cast
one vote. The current President conducts the election. Current Executive Committee
members may not vote unless they are the also the delegate to a member society.
Section 2. Members of the Board of Governors shall be removed for:
Two consecutive absences on the part of any Board member without sufficient reason
and without notice to the President, or
Conviction of a felony, or a guilty plea to a felony in a court of law.
Removal from office for just cause shall be done by the President and only after
approval by the Board of Governors. A simple majority of those present shall be
required for removal. The individual shall be notified by the President that this action is
being taken at the next board meeting. The individual will be given an opportunity to
present an explanation in their defense.
Section 3. Any vacancy on the Board of Governors shall be filled by the Board of
Governors until the next elections are held.

Article 4. Committees
The Standing Committees of the NEC shall be:
The Organization and Public Relations Committee,
The Competitive Events Committee,
The Convention Committee,
The Internet Committee,
The Legislative Committee,
The Auction and Fundraising Committee,
The Programs Committee,
The Historical Committee,
The Honors Committee,
The Business Relations Committee.
The Chair of each standing committee shall be appointed by the President for a period
of 1 year and approved by a simple majority of the Board of Governors after
appointment. The Chair of each standing committee also serves as a member of the
Board of Governors. Officers and members at large may serve as chairs of standing
committees and a person may serve as chair of more than one standing committee.
Regardless of the number of positions served on the Board of Governors, no person
shall have more than one vote on the Board of Governors.
1. The Organization and Public Relations Committee shall assist in the organization of
new groups and the reactivation of existing groups, where requested. This committee
shall also promote the aquarium, ornamental pond fish and water gardening hobbies in
general and urge member organizations to obtain all possible publicity concerning their
activities. This committee shall also act as liaison between the Board of Governors and
member societies.
2. The Competitive Events Committee shall be the adviser to the Board of Governors on
all competitive events sponsored by the NEC. Chairs of the non-standing committees:
Breeders Participation Program, Photography Competition, Articles Competition,
Exhibitor’s Competition and any other competitions report to the Competitive Events
Chair.
3. The Convention Committee shall be responsible for any convention or workshop,
organizing its conduct, the invitation of guests, speakers or lecturers, and other duties
required to make a successful event. The location of these events is subject to the
approval of the Board of Governors. The Chair of the committee shall coordinate with
the Treasurer to assure that all monies and disbursements are properly accounted for.
4. The Internet Committee shall be responsible for and oversee the NEC’s internet
presence, including email, web sites, social media and any other official electronic or
online communications.
5. Legislative Committee shall keep abreast of Federal and State bills and laws affecting
the aquarium, ornamental fish or water garden hobbies in NEC member areas, alert
NEC Delegates to pending laws and regulations that might affect our members, and
represent the NEC before regulatory agencies. The Legislative Committee shall
coordinate with the Organizations and Public Relations Committee to counter any anti-
hobby propaganda.
6. The Auction and Fundraising Committee shall be responsible for coordinating and
conducting any NEC fundraising auction as well as any other NEC fundraising events.
The Chair of the committee shall coordinate with the Treasurer to assure that all monies
and disbursements are properly accounted for.
7. The Programs Committee shall maintain a list of speakers of interest to member
organizations and help members find speakers for their meetings. The Programs
Committee shall be responsible for maintaining speaker contact information and prevent
its release to unauthorized persons.
8. The Committee on History shall be responsible for recording and preserving all
available historical information on the NEC and aquarium societies in the NEC member
area.
9. The Honors Committee shall be responsible for recognizing people and organizations
that make outstanding contributions to the NEC and/or the aquarium, ornamental fish or
water garden hobbies. The Betty Mueller Memorial Honor and the James J. White
Memorial Conservation Fund fall under the supervision of the Honors Committee.
10. Business Relations Committee shall be the NEC’s liaison to the commercial sector
of the aquarium, ornamental pond fish and water garden hobbies. The Chair of the
Vendor Room at the Convention should chair this committee. The Chair of the
Donations Committee is part of this committee as well.
The Executive Board shall nominate chairs of non-standing committees as needed.
Non-standing committees shall be renewed annually.
Non-standing committees are organized to carry out the regular functions of the NEC.
The non-standing committees include Articles Competition, Betty Mueller Memorial
Honor, Breeder Participation Program, JJW Memorial Conservation Fund, Sunshine,
Photo Contest, Exhibitor Competition, Advertising Committee, Judging and Standards
Committee, and Donations Committee.
Ad hoc committees are non-standing committees formed on as “as needed basis”. The
formation of the Nominating Committee is defined in the Constitution. The Committee
on Constitution and Bylaws is formed as deemed necessary to revise and modify the
Constitution and Bylaws of the Northeast Council of Aquarium Societies. Other ad hoc
committees can be formed and dissolved by the Board of Governors as necessary.

Article 5. Amendments to Bylaws.
Amendments to the Bylaws shall be made by a two thirds (2/3) vote of the Board of
Governors present at any Board of Governors meeting, provided written notice of the
proposed amendment is presented to each member of the Board of Governors at least
thirty (30) days prior to the date of the meeting at which such amendment is to be voted.
Nothing in the Constitution and Bylaws of the Northeast Council of Aquarium Societies
shall in any way negate any part of the Constitution of the United States of America, the
laws of the United States of America or the laws of the State of Connecticut.
In the event of dissolution of the Society, all properties and monies of the society shall
be donated to non-profit organizations; such nonprofit organizations being those that
are recognized as such by the Internal Revenue Service of the United States of America
and are not a member of the NEC.