Bylaws of the African Chapter of the World Aquaculture Society JUNE 2018 (revised 15 Oct 2018)

BYLAW 1. Name and Purpose

Section 1. The name of the organization shall be the African Chapter of the World Aquaculture Society (WAS), herein referred to as the "CHAPTER".

Section 2. The mission of the CHAPTER shall be to provide a regional forum for the timely exchange of information within the African aquaculture community through workshops, meetings, seminars, educational programs, and publications.

BYLAW 2. Membership and Dues

Section 1. Any individual or institution that is a member in good standing of the WAS and has a genuine and purposeful interest in the CHAPTER may become a member in good standing of the CHAPTER by paying the appropriate dues and by adhering to the rules and regulations laid down in the various sections and subsections of these Bylaws.

Section 2. There shall be 6 classes of membership in the CHAPTER (a) Individual; (b) Student; (c) Corporate; (d) Sustaining; (e) Life; (f) Honorary life.

a) Individual membership shall be available to all persons. Individual members shall be eligible to all rights, benefits and privileges of full membership in the CHAPTER.

b) Student membership shall be available to any individual registered as a student at any educational institution recognized as such by the Board of Directors. Student members shall be eligible to all rights, benefits and privileges of full membership in the CHAPTER.

c) Corporate membership shall be available to any for-profit organization. Membership shall be listed in the name of the organization and one individual should be designated to receive all rights, benefits and privileges of membership. In addition, all employees of the corporate member shall be eligible to attend conferences and tradeshows sponsored by the CHAPTER at current member rates.

d) Sustaining membership shall be available to any individual, company, corporation, institution, agency, or organization. Sustaining membership provides additional financial support to the CHAPTER. One person should be designated by the company, corporation, institution, agency of organization to receive all of the benefits that are provided for an Individual Member. If no individual is designated, then ballots will not be sent, but all publications and correspondence will be sent to the Sustaining Member. In addition, all employees of the sustaining member organization shall be eligible to attend conferences and trade shows sponsored by the CHAPTER at current member rates.

e) Life membership shall be available to all individual members of the CHAPTER; the individual must also be a Life member of the World Aquaculture Society. Life members shall be eligible to all rights, benefits and privileges of full membership in the CHAPTER.

f) Honorary Life membership in the CHAPTER may also be conferred from time to time, as a high honor, by the board of the CHAPTER upon special individuals who have rendered notable services to the profession and the Society in Africa. Candidates for Honorary Life membership may be nominated by any member of the CHAPTER by submission of the name and supporting documents to the Honors and Awards Committee. The recommendation of the Honors and

Awards Committee must be ratified by two-thirds majority vote of the Board of Directors. The CHAPTER will bear the cost of such honorary life memberships.

Section 3. Dues shall be paid annually by or for all members with no exceptions. African Chapter membership expiration will coincide with the expiration date of membership in the WAS. The amount of dues to be paid by each class of membership recommended by the CHAPTER shall be decided by the WAS Board of Directors.

Section 4. The CHAPTER shall recommend structure of payment terms for various memberships to be paid within a set time period and shall be decided by the WAS Board of Directors.

BYLAW 3. Meetings, Voting, Elections

Section 1. The annual meeting of the membership shall be held at the time and place set by the Board of Directors of the CHAPTER. The Secretary shall serve written notice thereof, not less than sixty (60) days previous to such meeting. Said notice shall contain a description of any proposed or contemplated amendments to the Bylaws.

Section 2. The Board of Directors should meet in person or through communication technologies at least twice each year to conduct CHAPTER business. One meeting shall be in conjunction with the annual meeting of the CHAPTER, and the other meeting(s) (including the mid-year meeting) should be called by the President for some convenient time between consecutive annual meetings.

Section 3. Any meeting of the CHAPTER will be held in conjunction with scheduled meetings of the WAS when such meetings are held within Africa. This does not exclude sponsoring and organizing symposiums or workshops either independently or with other aquaculture organizations in Africa. These activities should be commensurate with the goals of the WAS and not conflict with WAS sponsored events.

Section 4. In all matters of business on which a class of membership is entitled to vote, all members in that class shall be eligible to cast one vote.

Any Active Member who cannot attend a meeting may request the President, in writing, to register her or his vote on a previously published question. Such proxy votes must be assigned before the meeting at which the question is considered and may not be used to establish a quorum.

Section 5. Voting for Officers and Directors of the CHAPTER shall be by any means decided by the Board of Directors. The election shall be conducted under the supervision of the chairperson of the Election Committee, the Immediate Past President, and elections conducted at least three (3) months prior to the next Annual General Meeting. No votes shall be accepted later than one (1) month prior to the date of the next Annual General Meeting. If a valid election of officers occurs but the annual meeting is cancelled or postponed for more than one month, new officers will be installed without formal ceremony at the originally scheduled time of the meeting. Should an annual meeting be postponed for one month or less, the transition of officers will occur at that meeting, as usual.

Section 6. If an election of new officers cannot be completed before that year's annual meeting, the installation and transition of officers shall take place without formal ceremony as soon after the meeting as soon as election results are validated. Current officers and appointed committee members retain their positions and responsibilities until that time.

Section 7. Other business matters may be voted on by the membership at the Annual Meeting or at other times via internet, e-mail, fax, mail ballot, electronic mail ballot, or as determined by the Board of Directors.

BYLAW 4. Officers of the Chapter

Section 1. The officers of the CHAPTER shall be: (a) President; (b) President-Elect; (c) Immediate Past- President; (d) Secretary; and (e) Treasurer.

Section 2. All elected officers shall serve for “two years”, extending from one annual meeting to another annual meeting two calendar years later. The President-Elect shall, upon completion of term, accede to the Presidency. Therefore, elections shall be for President-Elect, Secretary and Treasurer. The President-Elect will be installed as President at the end of the annual meeting in the second year of involvement at the closing ceremony of the annual meeting, or at any event agreed upon in advance by the Board at the annual meeting.

Section 3. Individuals elected to the office of Secretary and Treasurer may be re-elected after the completion of one two-year term.

Section 4. Nominations for office shall be made by the Election Committee (Bylaw 10, Section 1-a). All persons nominated by this committee shall be members in good standing, eligible to hold office in the CHAPTER, and reside within Africa. They should also have a longstanding professional attachment to aquaculture in the region.

Section 5. In the event that any officer other than the President-Elect resigns or otherwise leaves a position vacant, the Board of Directors shall, by majority vote of Directors present at a properly constituted meeting at which business may be conducted, appoint a replacement to fill the remainder of the term. Any vacancy in the office of President-Elect must be filled through membership ballot.

BYLAW 5. Duties of Officers

Section 1. The PRESIDENT is responsible for the conduct of business and the organization of the CHAPTER. He/She shall preside over all annual, special, and Board meetings, shall make such appointments as authorized in the Bylaws, and shall exercise such other functions and responsibilities as may be determined from time to time by action of the CHAPTER or the Board of Directors of which she/he is chairperson. The President shall represent the CHAPTER at WAS Board meetings. The President is authorized to, from time to time, appoint ad hoc committees from the membership of the CHAPTER to perform various duties as, in the discretion of the President, may seem appropriate. The President chairs the Executive Committee (EXCOM, see Bylaw 8) and shall also serve as ex-officio member of all committees.

Section 2. The PRESIDENT-ELECT shall, at the end of his/her term, accede to the Presidency. During his/her term as President-Elect he/she shall perform the duties of the President in the absence of the President. The President-Elect serves as a member of the Executive Committee (EXCOM). The President-Elect shall serve as chairperson of the Honors and Awards Committee and shall appoint other committee members and shall also serve as ex-officio member of all committees.

Section 3. The IMMEDIATE PAST-PRESIDENT shall serve as mentor to the President and President- Elect and shall chair the Elections and Past Presidents committees. The Immediate Past-President shall serve as

a member of the Executive Committee (EXCOM).

Section 4. The SECRETARY shall ensure that accurate and current membership and mailing lists are maintained for the CHAPTER by the WAS, that minutes of business meetings and Board meetings are recorded, that proper notification of scheduled meetings is provided, and that Bylaws of the CHAPTER are updated and distributed to the Board of Directors and notification of changes are given to membership. The Secretary shall serve as a member of the Rules and Regulations and Finance Committees. The Secretary shall also serve as a member of the Executive Committee (EXCOM).

Section 5. The TREASURER shall ensure that documented accounts of all transactions are maintained, that accepted bookkeeping and accounting practices are followed and that the CHAPTER’s financial resources are managed according to procedures adopted by the Board of Directors. The Treasurer shall, at the Annual Board Meeting, present a draft budget for the next fiscal year, and shall at the mid-year board meeting submit a detailed financial report, audited in such a manner as shall be specified by the Board. The Treasurer shall serve as a member of the Rules and Regulations and Finance Committees. The Treasurer also shall serve as a member of the Executive Committee (EXCOM).

BYLAW 6. Financial

Section 1. Motions that direct or require the expenditure of funds of the CHAPTER shall not be accepted from the floor at an annual meeting of the general membership. Such expenditures can only be authorized by the Board of Directors after evaluation by the Finance Committee.

Section 2. The signatories of the CHAPTER are the President, the President-Elect and the Treasurer.

Section 3. No officer or Board member may receive any compensation for services rendered. Certain travel expenses may be defrayed when authorized by the President with the concurrence of the Treasurer. Clerical and other operations funds may be paid by the Treasurer when so authorized by the President.

Section 4. As Chief Financial Officer, the Treasurer, in consultation with the Finance Committee, shall submit for Board approval, a proposed budget for the ensuing year.

Section 5. If the WAS is responsible for any financial transaction or provides any administrative service for the CHAPTER that would create financial liability for the WAS, then the conduct of financial matters by the CHAPTER is subject to review and approval by the Board of Directors of the WAS as defined in the Policy Rules and Regulations of the WAS.

BYLAW 7. Board of Directors

Section 1. The Board of Directors shall consist of the elected Officers of the CHAPTER, five (5) Directors representing each region from Africa and elected from the membership.

Section 2. The Student Liaison is a member of the Chapter’s Student Activities Committee and is appointed by the CHAPTER Board of Directors upon recommendation of the Student Activities Committee. The Student Liaison serves as the student representative on the Board of the CHAPTER. The Student Liaison is an ex-officio member of the Board of the CHAPTER. The term of office of the Student Liaison is two years; however, the same person can be re-appointed to serve as long as the

individual is a student or no more than twelve (12) months after graduation.

Section 3. All five Directors shall be elected to the Board of Directors to serve a term that includes three consecutive annual business meetings. Each of the five regional Directors shall be nominated in their respective regions by Chapter members within that region. The five regions to be represented shall be Southern African Development Community (SADC), Common Market for Eastern Africa (COMESA), Economic Community of Central African States (ECCAS), Economic Community of West Africa (ECOWAS) and Arab Maghreb Union UNA/Community of Sahel-Saharan States (CEN-SAD). In order to avoid having all five elected Directors rotate off the Board at one time, two of the first five Directors will be randomly selected to serve a 2-year term and three of the first five Directors will serve a 3-year term. In future elections, all five directors will serve 3-year terms.

Section 4. The Board of Directors shall be responsible for the management of the business affairs of the CHAPTER.

Section 5. Business may be conducted at any meeting of the Board of Directors at which the elected members, present and eligible to vote, constitute a quorum, which for these purposes is defined as 50% of the elected membership of the Board of Directors.

Section 6. In the event that a Director is not able to complete a term, the Board shall appoint a replacement to complete the unexpired term as that candidate for Director, not elected in the most recent election that received the most votes.

Section 7. The Board of Directors may declare vacant the office of an officer or director:

(a) If he/she is indicted or adjudicated as incompetent;

(b) If he/she is convicted of a felony;

(c) If he/she fails to participate in two consecutive duly constituted Board Meetings without adequate notice or explanation as determined by a three-quarters majority vote of the Board of Directors.

(d) If he/she becomes incapacitated by illness or other infirmity to perform his/her duties through the remainder of his/her term of office; or

(e) If he/she ceases to have the qualifications required by the Bylaws.

Section 8. The Board of Directors may remove an officer or director for improprieties, either financial or through his/her personal actions, only by a ¾ majority vote of the Board of Directors. This action can be undertaken only after legal counsel on the appropriateness and legal ramifications of said actions.

Section 9. The membership may remove an officer or director from office through a petition. If ten percent (10%) of the membership petition the Board for removal of the officer, the Board shall review the petition and offer it, with recommendations, to the membership on the next mailed Ballot. For regional directors, if ten percent (10%) of the membership within a region petition the Board for removal of the regional director, the Board shall review the petition and offer it, with recommendations, to the membership on the next mailed Ballot. An affirmative majority vote is required to remove the officer or director.

BYLAW 8. Executive Committee

Section 1. The daily operation of the CHAPTER shall be administered by an Executive Committee (EXCOM), consisting of the President, the Immediate Past-President, the President Elect, the Secretary and the Treasurer. The President, as Chief Executive Officer of the CHAPTER, chairs the EXCOM. The Treasurer will be the fiscal agent officer of the EXCOM and will be involved in all decisions regarding financial matters.

Section 2. The EXCOM will ensure that the business of the CHAPTER is conducted within the limits of the annual budget as approved by the Board of Directors. The EXCOM will not approve expenditures beyond the total of the approved budget without approval of the Board of Directors. However, the EXCOM may adjust line items within the budget. Adjustments cannot exceed 10% (ten percent) of the total budget without Board approval.

Section 3. All action by the EXCOM will require agreement of a majority of the (EXCOM) membership, with a quorum being 3 (three) of the 5 (five) members.

BYLAW 9. Home Office

Section 1. The Home Office of the CHAPTER shall be located at home or business office of the President of the CHAPTER, or wherever the Board decides; by way of voting if consensus is not reached.

Section 2. The Home Office of the WAS may provide some administrative support, including maintenance of mailing lists and mailings, for the CHAPTER. All costs for handling CHAPTER business will be borne by the CHAPTER.

BYLAW 10. Committees

Section 1. All activities and recommendations of the Standing and Ad Hoc Committees are subject to approval of the Board of Directors. All appointments to committees shall be for a period of two years; however, members may be re-appointed to serve on the same or different committees. Committee members must remain in good standing and adhere to all CHAPTER policies and procedures. Except as noted below, the President shall appoint Society members in good standing to the following committees:

(a) Election Committee: This committee shall consist of the Immediate Past President as chairperson, the current President and the President-Elect, one or two other Board-approved members of the CHAPTER and may include one or two other members, appointed at the discretion of the President. The Election Committee shall be responsible for all matters pertaining to the conduct of the annual election, including assembling a slate of nominees for the approval of the Board, compiling and organizing the election within time frames, and tabulating the votes cast by the membership.

(b) Finance Committee: This committee shall consist of a chair, the Secretary, the Treasurer and two or more members of the CHAPTER, who are appointed by the Board of Directors. The committee shall properly oversee that a financial statement is prepared for the Board of Directors. It shall also be responsible for evaluating the financial aspects of proposed conferences, projects and activities of the CHAPTER.

(c) Conference Committee: This committee shall consist of a chair and two or more members of the CHAPTER, who are appointed by the Board of Directors. The committee shall evaluate

potential dates and locations for the next unscheduled meeting of the CHAPTER and make recommendations to the Board of Directors. Upon selection of the site, the Committee shall make all necessary arrangements for the conference including the solicitation for and compilation of the technical program. The Committee will work closely with the WAS Executive Director in the conference development, the printing of the conference program/abstract package and any other publications coming from the annual conference.

(d) Rules and Regulations Committee: This committee shall consist of a chair, the Secretary, the Treasurer and two or more members of the CHAPTER, who are appointed by the Board of Directors. It shall be the duty of this committee to study the Bylaws, Rules and Regulations of the CHAPTER and make recommendations for revisions.

(e) Honors and Awards Committee: This committee shall consist of the President-Elect as chair and two or more additional members of the CHAPTER appointed by the President-Elect. This committee shall establish criteria for awards, review award nominees, provide judging for competitive awards and make award recommendations to the Board.

(f) Publication Committee: This committee shall consist of a chair, the Past-President and two or more members of the CHAPTER, who are appointed by the Board of Directors. The committee shall be responsible for the content, production, fiscal management, the appointment of editors, the enforcement of publication policy, and the preparation of an annual publication budget.

(g) Student Activities Committee: This committee shall consist of a chair and two or more members of the CHAPTER, at least one being a student member, who is appointed by the Board of Directors. The committee shall encourage the active participation of students in the affairs of the CHAPTER and the WAS and pursue appropriate activities.

(h) Promotion and Membership Outreach Committee. The Promotion and Membership Outreach Committee shall consist of a chair and two or more members of the CHAPTER, who are appointed by the Board of Directors, and one student member appointed by the President. The Committee shall interact with the Student Activities Committee to solicit ideas and coordinate promotion and membership activities. The Committee shall develop recommendations to the Board of Directors associated with expanding global awareness of the CHAPTER and the WAS, improving member services, and retaining and increasing membership.

(i) Past Presidents Committee. The Past Presidents Committee will be chaired by the Immediate Past President. Other members will consist of the past presidents of the CHAPTER who are not serving on the CHAPTER's Board of Directors. This committee shall confine its deliberations to broad policy issues and special issues as requested by the Board, and shall avoid direct involvement in routine affairs of the CHAPTER. The committee shall not meet with the Board of Directors, but shall report its findings to the Board through its chairperson in the form of a committee report.

BYLAW 11. Amendments

Section 1. Subject to the provisions of Bylaw 7 (5), these Bylaws may be amended, altered or rescinded by an affirmative vote of ¾ of the Board of Directors at any scheduled meeting of the Board of Directors for which proper notice has been given. Changes take effect immediately. Correction of clerical errors and updating the Bylaws to reflect prior ratified changes will require approval of the Board of Directors only. All other changes are temporary and subject to ratification by the membership at the next Annual Business Meeting for which proper notice has been given or by vote, if they receive a majority affirmative vote from the membership returning ballots within the period of time specified on the ballot. The change is void if it does not receive the required affirmative majority vote. The Secretary shall ensure that all such changes to the Bylaws are communicated to the membership at the earliest opportunity.

Section 2. All changes to the Bylaws must be submitted for review to the Executive Committee and the Policy Rules and Regulations Committee of the WAS. Chapter Bylaws changes must be approved by the Board of Directors of the WAS prior ratification by the Chapter membership.

Section 3. Amendments to the Bylaws may be proposed by a membership petition bearing the signatures of at least 10% of the voting membership. The Board of Directors will review the proposed amendment, consider for approval, and, if approved, submit for review to the Executive Committee and the Policy Rules and Regulations Committee of the WAS. After the approval by the Board of Directors of the WAS, the proposed amendments will be included with a recommendation on the next annual election ballot. The petitioners must meet the deadlines set by the CHAPTER Board of Directors for material placed on the ballot. A majority affirmative vote (for a change in the Bylaws) of the membership returning ballots within the period of time specified on the ballot constitutes ratification of the amendment.

Section 4. Policy, Rules and Regulations may be adopted, amended, or deleted by a majority (51% or greater) vote of the members of the Board of Directors present at any scheduled meeting of the Board for which proper notice has been given, or as needed by electronic vote.

BYLAW 12. Miscellaneous

Section 1. In all cases in these Articles and Bylaws the use of masculine gender is a matter of convenience and shall be interpreted and understood as applying equally to both sexes.

Section 2. No member, committee chair, Director, or Officer of the CHAPTER shall use the seal, logo, or name of the CHAPTER or the WAS to endorse, condemn, or express an evaluation of any product or service of any firm or individual.

Section 3. No part of the financial resources of this CHAPTER may be used to defray the travel expense of any Officer, Director, or member where the purpose of such travel is to influence or intervene in the internal aquaculture legislation of any country.

Section 4. No part of the deliberations or business conducted by this CHAPTER shall be concerned with the internal aquaculture legislation matters of any country unless it can be clearly demonstrated that such matters have international implications.

Section 5. From time to time the Board of Directors may adopt, amend, or delete Policies, Rules and Regulations to govern the conduct of CHAPTER business.