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Founded 2025

Table of Contents

• Article I Name and Purpose

• Article II Membership

• Article III Board of Directors (BOD)

• Article IV Officers

• Article V Standing Committees

• Article VI Regular Meetings

• Article VII Sales at Meetings and Events

• Article VIII Disciplinary Action

• Article IX Dissolution

Article I – Name and Purpose

1.1. Name: Western Amphibian and Terrarium Society (WATS)

1.2. Mission Statement (Adopted 6/6/25): To lead efforts in funding critical research and education focused on amphibian care, conservation, and habitat preservation—while uniting enthusiasts, vivarium builders, and conservationists across the Western United States to preserve and promote responsible amphibian ownership, share knowledge, and inspire environmental stewardship.

1.2.1. Value Statement: Promote interest and knowledge of all things related to amphibians, terrarium culture, and ecological care.

1.3. Organizational Goals:

– Fund scientific research focused on amphibian conservation, disease prevention, captive care, and habitat restoration.

-Supporting animal and habitat conservation projects through fundraising and partnerships.
– Provide accessible education to hobbyists, students, and scientists through workshops, webinars, and publications.
– Build a regional network of keepers, breeders, researchers, and conservation advocates.
– Promote ethical husbandry and trade standards.
– Inspire public awareness through events, youth programming, and citizen science.

1.4. Non-Profit Entity: WATS is a California-based nonprofit corporation. Donations may be tax-deductible in accordance with applicable law.

Article II – Membership

Article II – Membership

1. Eligibility: Membership is open to all individuals interested in amphibians, terraria, or conservation.
2. Membership Tiers:
   • Free Member: Access to regular meetups/lunch (with $10 meal fee per person), ability to volunteer, and attend events.
   • Basic Paid Member or Household: All Free Member benefits plus: field trip eligibility, discounted $8 meetups, and ability to vend at group tables at shows through the Society booth.
   • Premium Paid Member: All Basic benefits plus: priority sign-up for field trips, complimentary group T-shirt, and other special perks as determined by the Board.
3. Dues: The Board of Directors shall set and revise membership dues for paid tiers as needed. Fees are $30 for Basic Paid Member, $50 per Household, and $60 for Premium Member.

2.4. Anti-Discrimination & Removal: All are welcome. Members may be suspended or removed by BOD per Article VIII procedures.

Article III – Board of Directors (BOD)

3.1. Authority & Composition: The BOD manages the Society’s affairs and consists of all elected Officers and up to three additional Directors-at-Large appointed by the Officers.

3.2. Founding Member Protection Clause: Changes to the BOD require a 2/3 vote of founding members present at a Regular Meeting.

3.3. BOD Meetings: Held regularly (at minimum quarterly) with notice to all members.

3.4. Voting & Quorum: All motions pass with a simple majority unless otherwise stated. The President may cast a tie-breaking vote.

3.5. Attendance: Directors missing two consecutive meetings without consent may be removed by a 2/3 BOD vote.

3.6. Amendments: Bylaws may be amended with a 2/3 vote of all members present at a meeting.

3.7. Committee Leadership: The BOD appoints all Committee Chairs.

Recommended Directors-at-Larg

4.1. Roles: President, Secretary, Treasurer.

4.2. Elections: Held annually in September. Officers begin their terms October 1.

4.3. Dual Roles: Permitted except President and Treasurer.

4.4. Term Limits: No term limits.

4.5. Duties:
– President: Leads meetings, ensures legal compliance, fills vacancies.
– Secretary: Manages minutes and attendance records.
– Treasurer: Tracks finances and reports monthly.
– Public Education Coordinator: Organizes talks, youth outreach.
– Chair of Media & Community Engagement: Grows WATS visibility and public participation.

Article V – Standing Committees

5.1. Committee Chairpersons shall be appointed by the BOD by majority vote. The Committee Chair may form the body of their committee as they deem necessary to carry out their tasks.

5.1.1. Membership Committee: Maintains member records; provides an annual report.

Article VI – Regular Meetings

6.1. Meetings are held at minimum quarterly and planned around the boards schedule, with advance notice of at least at least two weeks.
6.2. Free to attend. Visitors welcome.
6.3. Agendas posted at least two weeks in advance.
6.4. Members may submit items for the agenda at least 30 days prior; new business may be discussed at the end of any meeting at the President’s discretion.

Article VII – Events and Shows

1. The Society shall sponsor educational events, field trips, and exhibitions for members and the public.
2. Society Booth Space: Paid members may sell goods at shows through Society-arranged booth spaces. Rules for vending (pricing, revenue share, and conduct) shall be set by the Board to ensure fairness and compliance with event regulations.
3.  Regular Meetings shall allow a designated space for members to sell their personal animals and plants/supplies as long as those items adhere to Society standards for items being sold. WATS assumes no liability, express or implied, for any items sold or purchased at meetings. All items sold shall be in presentable form and of good quality. Buyers are to thoroughly inspect all items prior to purchase and assume responsibility for all purchases made. 
4.  For non-warehouse shows, Individual and Household Members will have a designated area where they will drop off their animals and supplies for sale. Each item must have a tag identifying the item and a separate tag identifying the seller and price. All transactions will be processed through a member designated by the Sales Committee. The total sales of a member’s items will be tabulated and disbursed to the member less a 15% fee held back to go to Club funds after the end of each event. Details for members to participate in selling items at a Club booth at shows and events will be determined on an event by event basis. Details for participation will be made public as soon as they are available. 

Article VIII – Finances

1. All Society funds shall be used to further its stated purpose.
2. No part of the net earnings shall benefit any individual member
3. The Treasurer shall provide an annual financial report to the membership.

Article IX – Disciplinary Action

8.1. A member may be petitioned for removal by a Director or three members. The BOD will provide written notice and 15 days to respond.
8.2. Voting follows the response or review period.
8.2.1. BOD may suspend/remove a member with 2/3 vote.
8.2.2. Membership may vote to remove another member with 2/3 vote at a regular meeting.
8.3. Dues are non-refundable following removal.

Article X – Dissolution

9.1. WATS may dissolve with a 2/3 BOD vote.
9.2. Members must receive 15 days’ notice of dissolution.
9.3. Remaining assets must be distributed to a 501(c)(3) nonprofit aligned with WATS’s mission. No member or Director may benefit personally.

3.9. Founding Board Governance Clause

To ensure the stability, vision, and continuity of the Western Amphibian and Terrarium Society (WATS) during its formative years, the following protections are enacted for founding board members:

3.9.1. Definition:
“Founding Board Members” are defined as those individuals listed in the original Articles of Incorporation and initial Bylaws, or otherwise documented in the Society’s official launch minutes dated June 6, 2025.

3.9.2. Governance Protection Period:
These protections shall remain in effect for a period of five (5) years from the date of incorporation.

3.9.3. Leadership Change Safeguards:
During the protection period, any motion to remove, replace, or materially reduce the powers of a Founding Board Member must meet all of the following criteria:
– A two-thirds (2/3) vote of the full Board of Directors (including all current Officers and Directors-at-Large), and
– A two-thirds (2/3) vote of the full membership present at a duly noticed Regular Meeting, and
– Majority consent of the remaining Founding Board Members.

3.9.4. Bylaw Amendment Restrictions:
No amendment to these Bylaws that materially alters or nullifies this clause shall be valid during the protection period without:
– Unanimous written consent of all Founding Board Members, and
– A three-fourths (3/4) majority vote of the membership present at a Regular Meeting.

3.9.5. Purpose:
These provisions are not intended to inhibit democratic governance but to preserve the Society’s founding vision, encourage responsible leadership transitions, and avoid destabilization during early-stage development.