Bylaws Part 5

VI.14 Expenditures
VI.14.a Board Expenditures of less than $100 must be submitted to the President or Vice President and the Treasurer for approval with receipts retained by the Treasurer for all expenses.
VI.14.a.a Expense Limits: the following items have expense caps which if exceeded the difference becomes the responsibility of the member making the expense unless preapproved by a majority vote of the board prior to the expenditure.
Meals $35 per meal, $70 per day
Hotel $125 per night
VI.14.b Expenditures greater than $100 will be submitted to the board prior to their expense to voted upon by the board with a majority vote being required for approval.

Article VII. BYLAWS 
VII.1. These by-laws shall be amended or repealed, or new by-laws adopted, by a vote of the majority of the Members in good standing of the Society at any general or special meeting or online. Such changes shall be made by the two-thirds (2/3) majority of votes cast. Such proposed amendment, repeal or new by-law, or a summary thereof, shall be set forth in any notice of such meeting, whether general or special, or posted online for a minimum of 14 days before the voting is scheduled to take place.
VII.2. The by-laws may be amended or changed by a 2/3 vote of the Members in good standing present at any meeting provided due notice of the change has been given to the membership at the preceding meeting.
VII.3. If a proposed change in the by-laws is not sent out in advance with the official notice of said meeting, it may still be considered by the attendees, however in order to pass, it must be approved by a vote equal to two-thirds (2/3) of the total number of delegates entitled to vote, even if not present, or by a 90% vote of those present, whichever is lower.
VII.4. Any amendment, repeal or new bylaw shall be filed with the appropriate governmental authority as required by law.
VII.5 Bylaws are to be reviewed by the Board each January and updated to conform to the mission of the club, then voted on by the members as detailed in Article VII.

Article VIII. SUBCOMMITTEES
VIII.1 The board can create of a subcommittee to further the interest of the club that is subject to all other rules of SDMAS but has independent authority to make decisions that fall within the bylaws of SDMAS.
VIII.2 Subcommittees will be required to present a transcript of activities and expenditures at any time to the members of the board when requested.
VIII.3 Subcommittees are bound by the same spending limits as the board of directors as described in Article VI.
VIII.4 Subcommittees can be granted a preapproved spending limit by the board that is controlled by the subcommitteee and confidential for the purposes of conducting club business. In the case of confidential expenditures the subcommittee will be required to provide status updates and budgets to the President and Treasurer on monthly basis with a full report due after and confidentiality agreements expire.

Article VIX. DISSOLUTION OF SDMAS 
IX.1. SDMAS can only be dissolved by a vote of the membership at a meeting called for that purpose.
IX.2. All Premium Members must receive at least one month’s written notice of the time, location and purpose of such a meeting. Dissolution shall only occur if 80% of the Premium Members at the meeting vote in favor of dissolution.
IX.3. In the event that the Society is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. This shall be determined by the Society’s final board of directors.

Article X. DISCLAMER 
X.1. By joining The San Diego Marine Aquarium Society (SDMAS), or by participating in SDMAS activities, or by reading SDMAS publications, an individual agrees to hold SDMAS and its Board members harmless for any loss, harm or consequential damage, no matter how caused, resulting from the individual being a member of SDMAS, or participating in any SDMAS activity, or acting or omitting to act as a result of information or advice received from SDMAS meetings, activities or publications.

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