1.01

2.01

2.02

The registered office of the corporation in the State of Colorado shall be at: 3167 Forrest Way, Grand Junction, CO 81504, until otherwise established by a vote of a majority of the Board of Directors in office (the "Board"), and a statement of such change is filed in the Department of State, or until changed by an appropriate amendment of the articles of the corporation.

2.03

The corporation may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the corporation requires.

2.04

The fiscal year of the corporation shall begin on the first day of January in each year.

2.05

The Corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the Board. The Secretary or Treasurer of the Corporation shall keep the Corporate Seal.

DIRECTORS

3.01

The Board shall have full power to conduct, manage, and direct the business and affairs of the corporation, and all powers of the Corporation are hereby granted to and vested in the Board.

3.02

Each director of the Corporation shall be a member in good standing of the organization, and a natural person of full age. In the case of vacancies, new directors shall be selected by the Board.

3.03

The Board shall consist of a maximum of nine directors. The majority of the Board may declare up to four director positions to be vacant at any one time as may be determined from time to time. Each director shall hold office for two (2) years and until his/her successor shall have been elected and qualified, or until his/her death, resignation, or removal. Each Director's term shall begin at the close of an annual general organizational meeting held pursuant to Article VI, Section 6.02 every two years.

3.04

Any director of the Corporation may resign at any time by giving written notice to the President or the Secretary of the Corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.05

The Board may declare vacant to office of the President if he/she is declared of unsound mind by an order of any court, convicted of a felony, commits a fraudulent act, misappropriates funds, or for any other proper cause, or if within thirty (30) days after notice of his/her selection, he/she does not accept such office either in writing, or by attending a meeting of the board, or by oral acceptance at the general meeting.

3.06

No contract or transaction between the Corporation and one of its members or directors, officers or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at, or participates in, the meeting of the Board which authorizes the contracts or transaction, or solely because his/her/their votes are counted for purpose if:

1. The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of the majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
2. The contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified in this section.

3.07

There is no compensation for acting as a Director or  Officer or being on a committee. This section does not prohibit the Board from compensating a Director, Officer or committee person for his/her speaker's fee and travel expenses if so authorized by the Board, nor is the board prohibited from compensating a director or committee person for out of pocket expenses which are incurred on behalf of the corporation with authorization. This section is not to restrict the Board in funding any authorized financial business of the Corporation.

3.08

A Director of the corporation shall not be personally liable, and thereby indemnified, for any monetary damages as such for any action taken, or any failure to take action when acting on behalf of the Corporation, unless:

1. The Director has breached or failed to perform the duties of his/her office.
2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

4.01

The Officers of the corporation shall be a President, Vice President, Secretary, Treasurer, the preceding President and such other officers as my be elected in accordance with the provisions of Section 4.03 of this Article. An officer may not hold more than two positions concerning the offices of President, Vice President, Secretary or Treasurer. The President, Vice President, and Secretary shall be natural persons of full age; the treasurer may be a corporation, but if a natural person shall be of full age. The officers are the Directors of the board; therefore the sections of Article III are incorporated into this Article.

4.02

The Officers of the Corporation, except those elected by delegated authority pursuant to Section 4.03 of the Article, shall be elected every two (2) years by the members of the corporation. Each such officer shall hold two years by the members of the Corporation. Each such officer shall hold his/her office until the next annual general organizational meeting of the Board and until his/her successor has been elected and qualified or until his/her death, resignation, or removal.

4.03

The Board may from time to time elect such other Officers and appoint such committees, employees or other agents as the business of the corporation my require, including one or more assistant secretaries and one or more assistant treasurers, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these by-laws, or as the Board may from time to time determine. The Board may delegate to any such officer or committee the power to appoint subordinate officers and to retain or appoint employees, other agents, or committees, and to prescribe the authority and duties of such subordinate officers, committees, employees and agents.

4.04

Any officer, committee, employee or other agent of the Corporation may be removed, either for or without cause, by the Board or other authority which elected, retained or appointed such officer, committee or other agent, whenever, in the judgment of such authority, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed. Should any officer or director be absent from three (3) consecutive regular meetings of the Board they shall be removed without notice.

4.05

A Vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by the Board, by the disqualification or any other cause shall be filled by the board, by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of the Article, as the case may be, and if the office is one for which these by-laws prescribe a term, shall be filled for the remaining portion of the term.

4.06

All officers of the Corporation, as between themselves and the Corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the Corporation as may be determined by the Board.

4.07

The president shall be the Chief Executive officer of the corporation and shall have general supervision over the activities and operations of the Corporation subject, however, to the control of the Board. The president is chairman of the board and spokesperson of the corporation. The President shall sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the board except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer or agent of the corporation and, in general shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him/her by the Board.

4.08

The vice president shall perform the duties of the president in his/her absence and such other duties, as may from time to time, are assigned to him/her by the board for the president. The vice president is vice chairman of the board.

4.09

The secretary or assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and minutes of the meetings of the Board and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the Corporation under its seal/ and in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him/her by the Board or the president. The secretary shall prepare an agenda for the president prior to meetings.

4.10

The treasurer or an assistant treasurer shall have or provide for the custody of funds or other property of the corporation and shall keep a separate bank account of the same to his/her credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; and shall deposit all funds in his/her custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the board, render an account showing his/her transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as my from time to time be assigned to him/her by the Board, or the president. The treasurer shall prepare an annual report of the corporation, including all financial records, which shall be presented to the Board for inspection and approval.

Said report is to be open for inspection by all members at the general meeting. Any member can request a reasonable current update of the corporation's finances if said request is made in writing to the treasurer and allows the treasurer thirty (30) days to respond. The member is to pay for any expense occurred in obtaining said report that they so requested. The treasurer is to obtain the co-signature of the president for all checks over the amount of $ 500.00.

4.11

All checks, notes, bills of exchange or other orders in writing, shall be signed by such person or persons as the Board my from time to time designate. Any check over the amount of $500.00 must be co-signed by the president or as authorized by the Board. If the treasurer is unavailable for any reason the Board may designate an assistant treasurer to sign checks, under the board's authorization.

4.12

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may approve or designate and all such funds shall be withdrawn only upon checks signed by the Treasurer or other persons designated as the Board shall from time to time determine or as stated in these by-laws.

4.13

The officers shall not receive salaries. The provisions of Section 2.07 of Article II incorporated in this section to their full power and allowances.

4.14

Except as otherwise provided in these by-laws, the board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.

5.01

Members are any bona fide marine livestock collector, wholesaler, retailer, maintenance service company or manufacturer whose substantial income is derived directly from the marine aquarium industry who, upon application for membership, and payment of annual dues, are approved and listed as members by the Board. Membership dues are to be determined by the Board.

5.02

An individual person or persons, are the member and are "doing business as" a company or corporation. Therefore a member who may sell his/or her business during the active membership period, may retain his/or her membership on an individual basis, if so desired, until such time as his/or her membership has expired.

The person or persons who purchase or become legally responsible for the member's business and/or operation must make application to the American Marinelife Dealers Association to become a member.

5.03

Membership is not active until payment is received in full.  Dues shall be due annually at the beginning of each calendar year.

5.04

Regional Directors

Each director may be assigned a geographical region within the United States, which may be determined by a majority vote of the Board of Directors. Each member will have one regional director. Each Director may be assigned various duties to include, but not limited to, communications with the membership within the Regional Director's geographical location. Directors are to be elected by the membership according to AMDA's by-laws.

5.05

The primary function of a Director is that of a liaison. He/she is the primary communication link between the membership and the Board of Directors. The duties include, but are not limited to:

1. The issuing and grading of the AMDA Marinelife Knowledge Skills Assessment Test.
2. The director will contact his or her constituents to request ideas and opinions to be conveyed to the Board. The Director will keep his/her membership informed of events going on in the organization and the industry.
3. Directors are to expedite through proper AMDA channels any and all consumer complaints issued against any and all members regarding the mistreatment of marine life or other unethical business practices.
4. Directors are to assist the Treasurer in the notification and collection of past due dues of their regional members.
5. An email address and Internet access is required for any member to become a Director.
6. A director must make a sincere attempt to attend the annual, general membership meeting. Every member is to be represented by a Director. In the event that a Director is unable to attend the annual meeting, due to business or financial hardship, the Board must be notified two (2) months prior to the scheduled meeting.
7. Directors are responsible to report issues and questions that arise from the Regular Board meeting, to their regional membership. This may be accomplished via E-mail, regular mail or telephone calls. The response(s) of the member(s) must be duly recorded and reported to the Board at the next regular meeting.

5.06

Each officer and director of the corporation, who are members in good standing, will have one vote on each item brought before them at the general meeting. Said vote may be done in writing. A quorum for the transaction of business at the general meeting shall be 20% of the total of officers and directors, who are present in person or by proxy, or 10 delegates, whichever is lower.

6.01

The President shall preside at every meeting of the Board. In the event of a vacancy in the office or absence of the president, the vice president or secretary shall preside at the meeting. In the absence of the secretary, any person appointed by the chairman of the meeting shall act as secretary.

6.02

Regular meetings shall be held at such time and place as may be designated by the Board. If the date fixed for any such regular meeting is a legal holiday under the laws of the State where the meeting is held, then the same shall be held on the next succeeding business day, or at such other time as may be determined by the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given.

6.03

The Board must hold a general meeting annually which is open to all members of the corporation via their delegates. Notice of said meeting is to be mailed to known members in good standing by the secretary of the Board one-month before the meeting

6.04

The Board shall direct the president and treasurer to present at the annual general meeting of the corporation, a report showing in appropriate detail the following:

1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report and the last three quarters of the fiscal year if the annual general meeting falls within the last quarter of the fiscal year.

2. The principal changes in assets and liabilities including trust funds, during the year immediately proceeding the date of the report.

3. The revenue or receipt of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.

4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by the corporation. The annual report of the Board shall be filed with the minutes of the annual general meeting.

6.05

Special meetings of the Board shall be held whenever called by the president or by two or more of the directors. Notice of each such meeting shall be given to each director by telephone, email or in writing at leasttwenty-four hours, by telephone, or forty-eight hours by telegram or email, or five days by mail, before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.

6.06

A majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. The acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting until a quorum is present. The directors shall act only as a board and the individual directors shall have no power as such.

6.07

One or more persons may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. The Board or a committee may conduct business via a computer network system if all parties on the Board or committee have access to said network.

7.01

Whenever written notice is require d to be given to any person or organization under the provisions of the articles in these by-laws, it may be given to such person or organization either personally or by sending a copy thereof by first class mail, telegram, or email. An organization may designate a person to receive such notice, including the address and method by which the notice is to be sent and this information shall be forwarded to the secretary of the corporation. Failure to provide this information shall constitute waiver of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting.

7.02

Whenever the language of a proposed resolution is included in the notice of a meeting, the meeting considering the resolution may, without further notice, adopt it with such clarifying or other amendments as do not enlarge its original purpose.

8.01

The Board may establish one or more committees, each committee to consist of one or more directors of the corporation. Committees shall act at the direction of the Board.

8.02

Each committee shall keep minutes of its proceedings and report such proceedings periodically to the Board.

10.1

In the event that the corporation is dissolved or liquidated, all of the assets and property remaining after all debts, obligations and expenses have been paid may be distributed to organizations that are themselves non-profit and thereby tax-exempt. This shall be determined by the organization's final board of directors.