MAST Constitution


MAST Constitution

Name

The Society shall be known as, “The Marine Aquarium Society of Toronto”, and as, “MAST”.

Mission

The mission of MAST shall be the general advancement of the marine aquarium hobby and, in particular, the advancement of the hobby amongst the MAST membership.

Membership

The categories of membership shall be:
Individual
Family
Honorary
Life

Individual

Individual membership shall be open to any person.

To be a member it is necessary to have completed an application form and to have paid the required dues.

Family Membership

Family membership shall be open to a family consisting of an adult and his/her children, or a married couple and their children. To qualify for a family membership, the children must be less than eighteen years old.

To be a family member, it is necessary that an application form for family membership has been completed and that the required dues have been paid.

Honorary Membership

Honorary membership may be conferred by the MAST Executive on any individual who has made a major contribution to MAST. Honorary membership shall normally be conferred for a period of twelve months. There shall be no fee for an honorary membership.

Life Membership

Life membership may be conferred by the MAST Executive on any individual who has made an outstanding contribution to the marine aquarium hobby. There shall be no fee for a life membership.

Rights and Obligations of Members

Rights

Individual members, adult family members, honorary members, and life members, shall have the following rights:

to attend all general meetings
to participate in MAST activities
to stand for election to the Executive, provided they meet the requirements of Section 5.2;
to vote in Executive elections, provided they meet the requirements of Section 5.2; and,
to vote on any matter put before the membership

Family members who are children shall have the same rights as individual members except that children shall not have the right to stand for election or to vote.

Obligations

All members shall comply with the Constitution and Bylaws, and shall act with responsibility and integrity in all matters relating to MAST.

Executive

Composition

The Executive shall consist of seven Directors: a President, a Vice-President, a Treasurer and four other Directors.

Elections

The Executive shall be elected by the membership at each annual general meeting (AGM). AGM’s will be held at intervals of no greater than fifteen months.

At each AGM, there shall be four elections, in the following order, for: President, Vice-President, Treasurer, and four additional Directors.

Each candidate for election must be a MAST member who has been in good standing for at least 90 days prior to the AGM.

Each candidate must have been nominated by two other MAST members in good standing and the nomination must have been conveyed in writing to any of the current MAST executive board at least 40 days prior to the AGM.

To be eligible to vote, a MAST member must have been in good standing for at least 30 days prior to the AGM, and must be in attendance at the AGM by the start time specified on the notice of meeting.

Each member eligible to vote shall be entitled to cast one vote in each of the first three elections; and up to a maximum of four votes, each for a different person, in the last election.

The candidate with the most votes in each of the first three elections, and the four candidates with the most votes in the fourth election, shall be elected.

Unsuccessful candidates are not barred from running for other positions.

Voting shall be by secret ballot. No voting by proxy will be permitted.

The term of office of the Executive shall be from one election until the next election.

Filling of Vacancies

In the event of a vacancy occurring on the Executive, the Executive shall have the power to appoint a member to fill the vacancy until the next Annual-General Meeting.

Conduct of Business

Executive business shall be conducted at duly constituted meetings. A quorum at such meetings shall be four Directors. Executive meetings are open only to Directors and to any persons invited by the Executive. Only Directors may vote at Executive meetings. Each Director present shall have one vote, and all issues shall be decided by a simple majority of the votes cast, except where the Constitution or a Bylaw specifies to the contrary. In the case of a tied vote, the status quo shall prevail.

Lack of Quorum

If the situation arises that there are less than four Directors in office, then those Directors in office shall continue to manage the affairs of MAST; but they shall, at the earliest opportunity, hold a membership meeting to elect new Directors.

Powers and Responsibilities of the Executive

Management of MAST

The Executive shall be responsible for the management of MAST

Finance

The Executive shall establish the membership fees, the fees for participating in MAST activities, and the cost of MAST publications. The Executive shall be responsible for MAST expenditures, and the general financial welfare of MAST.

MAST Officers

The Executive shall appoint a Secretary and a Membership Director from amongst the Directors. The Secretary may be the same person as the Treasurer, in which case the individual would be known as the Secretary Treasurer.
The Executive may appoint other officers from amongst the Directors.
The Executive may appoint committees from amongst the Directors and/or the general membership.
If MAST is organizing a Marine Aquarium Conference of North America (MACNA), then the Executive shall appoint a MACNA Chairman from amongst the Directors.

Duties of the Officers

The Officers shall perform the duties as set out in this Section and such other duties as assigned by the Executive.

President

The President shall:
Act as the Chief Executive Officer of MAST and generally provide leadership and supervision.
Seek to ensure that the other Officers and the Executive carry out their duties, but this does not imply that the President must assume the duties of any Officers who are derelict in their duties.
Chair all Executive meetings and membership meetings, and serve as an ex-officio member of all MAST committees.
Act as an official representative and spokesperson for MAST.

The Vice-President shall:

Assist the President in carrying out all of his or her duties.
Act for the President, in the President’s absence or at the request of the President.

Treasurer

The Treasurer shall:
Keep a complete and accurate record of the financial transactions of MAST and make these available to the Executive at all reasonable times.
Prepare an annual financial statement for the approval of the Executive and the membership.
Ensure the safekeeping of MAST’s financial assets.
Attend to correspondence relating to MAST’s finances.

Secretary

The Secretary shall:
Ensure minutes of all Executive meetings, and Annual General Meetings, are prepared and distributed to all Directors.
In collaboration with the President, attend to correspondence to and from MAST and the MAST Executive.
Maintain a complete record of all minutes, correspondence, and business records of MAST from the last seven years, except for financial records of the current year held by the Treasurer.

Membership Director

The Membership Director Shall:
Maintain a current and complete record of all members, and make it available to the Executive at all reasonable times.
Collect membership fees and provide them to the Treasurer, with a reconciliation of the fees collected and the membership list.
Promote membership in MAST.

Duties of Other Officers and Committees
The duties, responsibilities and authorities of other Officers and committees shall be as specified in the Bylaws or established by the Executive.

Commercial Activities and Conflicts of Interest

At the time of Executive elections, all candidates for office shall disclose to the membership any commercial activities in which they engage, which are related to the marine aquarium hobby. Members will be able to take this information into consideration when casting their vote.

All Executive members shall announce any possible conflict, when and if it arises, during an Executive meeting. If the Executive member believes the conflict is significant, he or she shall recuse themselves from the decision-making process on that particular item of business. If the President believes that a significant conflict exists, he or she may disqualify a director with a conflict, from participating in that particular item of business. The disqualified member may appeal this decision, and a vote of the Executive will then uphold or overturn the President’s ruling. The Executive’s vote shall be binding.

If an Executive member finds that conflicts arise on a regular basis, and this significantly impairs the member’s ability to function as a productive Executive member, then that person should resign from the Executive. If the Executive member declines to resign, the Executive may recommend to the membership the person’s removal, using the procedure in Section 9.1 of the Constitution.

Members shall not exploit MAST meetings, events, or facilities to promote their own commercial interests, where commercial interests shall be any activities undertaken with the primary purpose of making money. This restriction, however, shall not prevent members from participating in commercial activities, such as purchasing advertising in MAST publications, providing such commercial activities are also available to non-members.

Expulsion

Removal of a Director

If a Director fails to comply with the Constitution or Bylaws, or disrupts MAST activities, or conducts one or more acts which are to the serious detriment of MAST, or persistently fails to carry out assigned duties as an Officer and Director of MAST, the Executive may recommend to the membership the removal of that Director. Such a recommendation to the membership would be made only if at least 80% of the Directors’ votes that were cast were in favour of the recommendation. Removal of the Director would require a simple majority of the votes cast by members, by way of secret ballot, who were in attendance at a general meeting.

Expulsion from MAST

If any member fails to comply with the Constitution or Bylaws, or disrupts MAST activities, or conducts one or more acts which are to the serious detriment of MAST, the Executive may revoke that person’s membership in MAST. Expulsion would only occur if at least 80% of the Directors’ votes that were cast were in favour of expulsion.

MAST By-laws

The Executive may establish and revoke Bylaws governing MAST affairs, which, without limiting the generality of the foregoing, address matters such as:

Executive business practices Duties, responsibilities, and authority of Officers, Directors, and committees Fee structures; and Publications

The Bylaws must be consistent with the Constitution.

The establishment or revocation of a Bylaw will occur only if at least two-thirds of the Directors’ votes cast are in favour of the change.

Membership Meetings

Members shall be notified at least 60 days in advance of the time, date and location of the Annual General Meeting.

Members will be notified when a Constitutional change is being recommended by the Executive, and will be notified in advance of the time, date and location of the meeting at which the change will be considered by the membership.

The Secretary and Membership Director will jointly ensure that a membership list and ballots are available at any meeting at which a membership vote is planned.

If the Executive establishes or revokes any Bylaws, such changes will be brought to the members’ attention, at the next membership meeting.

Notice of Nominations for Office

Any and all Executive members who receive notification of a nomination for an upcoming election shall inform the President and entire board of directors within three days of receiving the nomination.

Notification may be made in writing via email or in person during an Executive meeting and recorded in the minutes of said meeting. If email notification is employed, the sender must request notification of receipt by each recipient to ensure delivery.

Constitutional Changes

Constitutional changes must be recommended by the Executive and require that at least two-thirds of the Directors’ votes cast are in favour of the change.
Constitutional changes will not become effective until ratified at a membership meeting, and require that at least two-thirds of the members’ votes cast support the change.

Dissolution of MAST

MAST can only be dissolved by a vote of the membership at a meeting called for that purpose. All members must receive at least one month’s written notice of the time, location and purpose of such a meeting. Dissolution would only occur if 80% of the members’ votes cast at the meeting were in favour of dissolution.
The disposition of any assets, financial or otherwise, would be determined by a majority vote of the members present.

Disclaimer

By joining MAST, or by participating in MAST activities, or by reading MAST publications, an individual agrees to hold MAST and its Directors and Officers harmless for any loss, harm or consequential damage, no matter how caused, resulting from the individual being a member of MAST, or participating in any MAST activity, or acting or omitting to act as a result of information or advice received from MAST meetings, activities, or publications.

Marine Aquarium Society of Toronto (MAST)

By-Laws (appendix)
Officers

In addition to the Officer positions described in the constitution, the Executive may appoint:

A Promotions Director
A Meetings Director
An ATOLL Editor

The officers and the ATOLL Editor shall perform the duties as set out in this Bylaw, and such other duties as assigned by the Executive.
Promotions Director

The Promotions Director shall:
Help the Membership Director increase the membership of MAST
Seek advertising revenue for the Atoll
Seek business contacts to promote MAST and MAST activities, and seek sponsorships and other tangible ways of increasing the financial soundness of MAST.

Meetings Director

The Meetings Director shall:
Develop and recommend to the Executive ideas for MAST membership meetings.
Develop contacts in the marine aquarium hobby, and hence develop a list of potential speakers for MAST events.
Make arrangements for the smooth running of MAST meetings.

Atoll Editor

The Atoll Editor shall:
Be responsible for the regular publication of the MAST journal, which shall be known as “Atoll”.
Edit Atoll, using judgement as to the suitability of submitted articles.
Be responsible for all equipment and supplies associated with the publication of Atoll.
Whenever practicable, the Atoll Editor shall afford persons, companies or organizations the right of reply, in the same issue, to articles or letters criticising them or their products.

Financial Transactions

Cheque Signing

All cheques or other documents transferring MAST funds shall be signed by one of: the President, the Vice-President or the Treasurer.

Commitment of MAST funds

All substantial expenditures must be pre-approved by the Executive. However, to aid the smooth administration of MAST, the President, Vice-President and the Treasurer are authorized to spend up to $100 each, and all other Directors up to $50 each, between successive Executive meetings. When practicable, Officers and Directors should consult at least one or two other Directors before making expenditures, and all expenditures must be reported at the next Executive meeting.

Membership Fees

An individual or family joining MAST shall pay an annual membership fee.
The membership fee shall be established, and may be changed from time to time, by a vote of the Executive.
There will be a charge for non-members who wish to attend any MAST meetings or activities. The charge will be set by the Executive and may vary depending on the nature of the meeting or activity. For special events, the Executive may set entrance fees for both members and non-members.

Membership Meetings

Members shall be notified in advance of the time, date and location of the Annual General Meeting.
Members will be notified when a Constitutional change is being recommended by the Executive, and will be notified in advance of the time, date and location of the meeting at which the change will be considered by the membership.
The Secretary and Membership Director will jointly ensure that a membership list and ballots are available at any meeting at which a membership vote is planned.
If the Executive establishes or revokes any Bylaws, such changes will be brought to the members’ attention, at the next membership meeting.

Policy Statement with respect to Commercial Activities and Conflicts of Interest

Preamble

MAST membership is open to all those with an interest in marine aquariums.

The MAST membership is very largely comprised of pure hobbyists, but it encompasses a continuous spectrum of people:
pure hobbyists, with no commercial interest whatsoever;
primarily hobbyists, who may engage in a trivial level of trade, to partially off-set the costs of their hobby;
people who would like to turn their hobby into a part-time money-making enterprise;
people in the trade, on a full-time, commercial basis.

MAST believes that embracing this broad membership base enriches the Society. By including those with a commercial interest, MAST adds to the level of information exchange that can take place, and this is mutually beneficial to hobbyists and those in the trade.

Objective

MAST has benefited in the past from having some people with a commercial interest on its Executive, and occasionally the question of a conflict of interest has arisen. This statement is therefore to draw attention to where conflicts of interest may arise, and how they must be addressed, with a particular focus on those members serving on the Executive.

Potential conflicts cover a spectrum from real monetary conflicts to theoretical conflicts of little or no significance. The difference between real and trivial conflicts is sometimes difficult to define. The policy therefore focuses on disclosure of potential conflicts, so good judgment can be exercised, rather than overly legalistic rules. This policy statement will also discuss some examples of conflict, to guide both members and the Executive in exercising the necessary judgment.

The intent is to avoid the occasional significant conflict of interest that can arise when a member is running a business and on the MAST Executive. At the same time, we do not wish to discourage the full participation of hobbyists, just because they may do a little ‘commercial’ activity as a means of off-setting part of the cost of their hobby. Some of these people are a very valuable resource to MAST.

Policy

At the time of Executive elections, all candidates for office shall disclose to the membership any commercial activities in which they engage, which are related to the marine aquarium hobby. Members will be able to take this information into consideration when casting their vote.

All Executive members shall announce any possible conflict, when and if it arises, during an Executive meeting. If the Executive member believes the conflict is significant, he or she shall recuse themselves from the decision-making process on that particular item of business. If the President believes that a significant conflict exists, he or she may disqualify a director with a conflict, from participating in that particular item of business. The disqualified member may appeal this decision, and a vote of the Executive will then uphold or overturn the President’s ruling. The Executive’s vote shall be binding.

If an Executive member finds that conflicts arise on a regular basis, and this significantly impairs the member’s ability to function as a productive Executive member, then that person should resign from the Executive. If the Executive member declines to resign, the Executive may recommend to the membership the person’s removal, using the procedure in Section 9.1 of the Constitution.

Types of Conflicts of Interest

The most direct conflict of interest is when an Executive member seeks to sell, to MAST, goods or services, such as printing, Web design, and room rental. If these or similar goods or services are offered for sale by an individual or an organization in which an Executive member has a financial interest, then that Executive member cannot participate in MAST’s decision to purchase those services. This same prohibition would apply if it is a close family member of the Executive member, who has a financial interest in the vendor.

A similar conflict of interest arises if an Executive member is purchasing something from MAST. Since MAST is generally not involved in commercial activities, such a conflict is unlikely. However, MAST does encourage sponsorship of special events, such as presentations by out-of-town speakers. A company providing sponsorship money in return for favourable publicity is akin to a purchaser. An Executive member with a financial interest in a company offering to sponsor an event cannot participate in the Executive decision-making with respect to the terms of sponsorship, such as cost and resulting publicity. The person may also have to recuse themselves from discussions surrounding the whole event, if the potential for conflict exists. For example, the choice of speaker and topic of presentation could represent a conflict of interest, if the speaker is asked to speak on a topic that directly or indirectly promotes a product supplied by the sponsoring organization.

A more subtle conflict arises if an Executive member, who also has a commercial interest in an aquarium related product, attends an event, such as a dinner held for a visiting speaker. To what extent may the MAST member promote the product, without violating Section 8 of the Constitution, which prohibits using MAST meetings to exploit their own commercial interests? Generally speaking, as long as the MAST member is sensitive to the situation, no significant conflict of interest will arise. The member should make it clear, if it is not already known, that he has a vested interest in the product. It will then be evident he is speaking as a vendor, and not as a spokesperson for MAST.

Past experience has suggested other conflicts of interest are rare and not of significant concern. A theoretical conflict could arise if a MAST member held shares in a product manufacturer or vendor and used MAST meetings to promote those products. However, the link between promoting the product and any personal gain would be tenuous and not of significant magnitude to be of concern.

A member who produces products in a ‘basement’ operation is technically in a conflict of interest if he promotes such products at a MAST meeting. In practice, it is not difficult for the person chairing the meeting to control such activity and, in practice, little harm is done. There is little point in having elaborate rules to control such remarks.

Policy Implementation

MAST has not suffered, in the past, as a result of conflicts of interest by MAST members.

The Executive adopted this policy statement on the basis that it is better to have mechanisms in place in case they are needed, rather than to be in a reactionary mode, after a problem has arisen.

The policy is also intended to remind everybody of the potential for conflicts, and thus to avoid them.

In short, the implementation of this policy is not designed to bring about significant change, but to continue to run MAST in the highly professional manner that members have rightly come to expect.

The essence of the policy has been added to the Constitution, and membership support for the changes to the Constitution will be sought at the next Annual General Meeting.
Revised by the MAST Executive April 7, 2010

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