By-Laws

BYLAWS OF RED CEDAR FLY FISHERS, INC.

ARTICLE I – NAME AND PURPOSES

Section 1 – Name.  This organization shall be called “RED CEDAR FLY FISHERS, INC.” and is referred to in these Bylaws as the “Organization”.

Section 2 – Purposes.  This Organization is a non-profit membership corporation established as a local extension of the Federation of Fly Fishers, Inc. (Federation) to be organized exclusively for educational and conservation purposes within the meaning of Section 501(c)(3), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.  The purposes for which it is organized are as follows:

A.    To provide members with a forum for education and resource stewardship through the sport of fly fishing;

B.    To promote fly fishing through education as the most enjoyable and sporting method of fishing, and the method most consistent with the preservation of conservation – wise use – of our fishing waters and game fish;

C.    To provide assistance, advice, and suggestions to other angling groups to help them become more important and effective in their areas;

D.    To publicize the best practices and techniques of fly fishing, fly tying, casting, and other related subjects;

E.    To be the local voice for organized fly fishers as part of the Federation, maintaining liaison with other conservation and sporting organizations, and with the governmental agencies  involved in so many aspects of our sport.

F.    To carry out the objectives and purposes of the Federation in their respective localities.

ARTICLE II – MEMBERSHIP

Section 1 – Eligibility.  Any person who is interested and capable of furthering the purposes of the Organization shall be eligible for election to membership.

Section 2 – Membership.  The Board of Directors (Board) shall establish procedures for membership application, classes of membership, and dues and assessments.  Each member is expected to actively support the purposes of the Organization.

Section 3 – Obligations.  The Organization shall be a Charter Club of the Federation of Fly Fishers, Inc.  Each individual member is required to join and maintain current membership in the Federation of Fly Fishers, Inc.

Section 4 – Termination, Suspension, and Renewal.  The Board may suspend or change the membership status of a member at any time for infraction of any Organizational rule or for any other cause if the Board shall deem such action to be in the best interest of the Organization.  The Board shall immediately notify the member of its action and the reasons in writing.  The member shall be entitled to a reasonable opportunity to be heard by the Board, or a committee appointed by it, concerning the suspension.  The Board may continue for a definite term, terminate or rescind the action or expel the member, and its decision shall be final.

ARTICLE III – AUTHORITY

Section 1 – Membership.  All of the rights and powers which may be exercised by the Organization shall be vested in the membership.  These rights and powers shall be subject to exercise or change by the membership at a regular business meeting or a duly called meeting of the organization.

Section 2 – Board of Directors.  The Board shall control the business and affairs of the Organization and may exercise all such authority and powers of the Organization and do all such lawful acts and things as are not by law, the Articles of Incorporation or these bylaws, directed or required to be exercised or done by the members directly.

ARTICLE IV – MEETINGS OF THE ORGANIZATION

Section 1.  Annual and Regular Meetings.  The annual meeting of the membership shall be scheduled once every year as determined by the Board.  Regular meetings of the membership shall be scheduled once every month except for the months of June, July and August unless otherwise notified by the Board.

Section 2.  Special Meetings.  Special meetings of the membership shall be held whenever such a meeting is called by:

A.    The Board; the President of the Organization, or in his or her absence, death or disability, the Vice-President; or

B.    A vote of the majority of the members at a regular or special meeting of the Organization; or

C.    A written petition to the Board signed by not less than 25% of all the voting members of the Organization.  The petition shall state the purpose of such special meetings.

Business conducted at Special meetings shall be identified in the call of the meeting and limited thereto.

Section 3.  Proxies.  Votes on actions at meetings of the general membership may be cast in person or by proxy.  Proxy forms shall be designated by the Board and accepted by the Secretary before the meeting in which it shall be voted.

Section 4. Quorum.  At any general membership meeting, the quorum shall consist of not less than 30 percent of the voting membership.  The act of a majority of the members present at meetings at which there is a quorum will be the act of the Organization, unless a greater number is required by law or by these bylaws.

Section 5. Notice of Meetings.  Notice of each annual, regular and special meeting shall state the place, date and hour of the meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  Notice of the meeting shall be given not less than ten nor more than thirty days before the date of the meeting.  Notice of meetings may be included in newspapers, newsletters or other periodicals regularly published by or in behalf of the Organization.  Notice of the annual and regular meetings may be given in one notice establishing the dates of each meeting for the year.

ARTICLE V – BOARD OF DIRECTORS

Section 1.  Number and Selection of Directors.  There shall be a Board of Directors consisting of the President, the Vice President, the Secretary, the Treasurer and Board-At-Large.

Section 2.  Eligibility.  Any member of the Organization in good standing is eligible for election to the Board.

Section 3.  Place of Meeting.  The Board may hold its meetings at such place or places as the Board from time to time may determine or as shall be specified or fixed in the respective notices or waivers of notice.

Section 4.  Regular Meetings.  Regular meetings of the Board shall be held not less than once a year at such times and places as the Board by resolution may determine.

Section 5.  Special Meetings.  Special meetings of the Board may be called by the President or the Secretary, and shall be called by the President or the Secretary upon the request of any three (3) Directors.

Section 6.  Quorum and Manner of Acting.  A quorum will consist of a majority of the Directors of the whole Board.  The act of a majority of the Directors will be the act of the Board, unless the act of a greater number is required by law or by these bylaws.  In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum can be achieved.  Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which such adjournment shall be taken.

Section 7.  Notice of Meetings.  Notice of each regular and special meeting of the Board, stating the time, place and purpose, shall be given personally, or by electronic means to each Director. The notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting.  Notice need not be given to any Director if such notice shall be waived by that Director and business may be transacted by the Board at a meeting at which every member of the Board shall be present, though held without notice.

Section 8.  Informal Procedure.  To the extent permitted by law, the Board may act by mail, telephone, or other methods as requested by the President to transact its business.  Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

Section 9.  Vacancies.  Any vacancy in the Board shall be filled by appointment from the President with the advice and consent of the Board for the unexpired portion of the term.

ARTICLE VI – OFFICERS

Section 1.  Officers.  The officers of the Organization will be a President, a Vice President, a Secretary, a Treasurer, Board-At-Large and such other officers as may be elected in accordance with the provisions of this Article.

Section 2.  Election and Term of Office.  The officers of the Organization will be elected annually by the Membership at the regular annual meeting of the Membership.  The Nominating Committee shall place the slate of nominees before the Membership.  If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient.  All officers will take office on July 1 and will hold office for one year or until their successor is elected.  Upon election, these officers shall then become directors.

Section 3.  Removal.  Any officer of the Organization may be removed at any time, by resolution adopted by a majority of the whole Board at a regular meeting or a special meeting called for that purpose.

Section 4.  Vacancies.  A vacancy in any office other than the president, because of death, resignation, removal or any other cause, shall be filled by the Board for the unexpired portion of the term.  In the event of a vacancy in the office of the President, the Vice President shall assume that office.

Section 5.  President.  The President will be the principal executive officer of the Organization and shall have the general powers of supervision and management over the business and affairs of the Organization.  The President will preside at all meetings of the Board.  The President may sign, with the Secretary or any other proper officer of the Organization authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the Organization; and in general the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

Section 7.  Vice President.  The Vice President shall have such duties as determined from time to time by the Board or the President.  The Vice President shall perform the duties of the President in the President’s temporary absence and in the event of a vacancy in the office of the President, the Vice President shall assume that office.

Section 8.  Treasurer.  The Treasurer will have charge and custody of and be responsible for all funds and securities of the Organization; shall prepare an annual budget to the Organization; receive and give receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies, or other depositories as are selected by the Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board.

Section 9.  Secretary.  The Secretary shall keep the minutes of all meetings; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

ARTICLE VII – COMMITTEES

Section 1.  Committees of Directors.  The Board may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent defined by the Board, shall have and exercise the authority of the Board in the management of the Organization.  Actions of these committees shall be ratified by the Board as a whole.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon the Board or a Director by Law.

Section 2.  Other Committees.  Other committees not having and exercising the authority of the Board in the management of the Organization may be appointed in such manner as may be designated by a resolution adopted by the Board.  Except as otherwise provided in such resolution, members of each such committee shall be members of the Organization, and the President of the Organization shall appoint the member thereof.  Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Organization shall be served by such removal.

Section 3.  Nominating Committee.  The Nominating Committee shall consist of a minimum of one Board member and three Organization members in good standing selected by the membership at the March membership meeting.  The members of the Nominating Committee shall elect a chairperson and shall present a list of nominees for President, Vice President, Secretary, Treasurer and Board-At-Large to be elected at the Annual Membership Meeting of the Organization.  No member serving on the nominating committee shall lose eligibility for nomination for office.  Members nominated by the Nominating Committee shall be so informed and their consent obtained prior to the announcement of their name into nomination.  Any member has a right to refuse nomination, and may withdraw from nomination at any time.  Nominations from the floor will be accepted provided consent of the nominee is given to the Secretary at the time of the nomination.

ARTICLE VIII – RESIGNATION

Any Director or Officer may resign their office at any time by giving written notice of resignation to the President or the Secretary of the Organization.  Such resignation shall take effect at the time specified, or if no time is specified, at the time of receipt.

ARTICLE IX – CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1.  Contracts.  The Board may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.

Section 2.  Checks, Drafts, etc.  All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issues in the name of the Organization, shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board.  In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or the President.

Section 3.  Deposits.  All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories as the Board may select.

Section 4.  Gifts.  The Board may accept on behalf of the Organization any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Organization.

ARTICLE X – OFFICES, BOOKS AND RECORDS

Section 1.  Offices.  The principal office of the Organization shall be at such place as the Board may determine.  The Board may from time to time and at any time establish other offices or branches of the Organization at whatever place or places it deems to be expedient.

Section 2.  Books and Records.  The Organization shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the Organization may be inspected by any member of the Organization, or his or her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XI – FINANCE

Section 1.  Fiscal Year.  The fiscal year of the Organization shall be the same as the fiscal year established by the Federation.

Section 2.  Budget.  The Board shall review and approve the annual budget for the Organization submitted by the Treasurer.

Section 3.  Expenditures.  No part of the net earnings of the Organization shall inure to the benefit of, or be distributed to its directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I.

Section 4.  Financial Statements.  Financial statements shall be submitted to the Federation as such time and in such manner as determined by the Federation.  If authorized by the Organization, the Federation will include the Organization in its Group 990 Tax Return.

ARTICLE XII – GENERAL PROVISIONS

Section 1.  Avoidance of Political Activity.  No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in  (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 2.  Relations with Other Organizations.  The Organization shall have no financial interest in the property, assets, or liabilities of any other organization in which it may hold membership or with which it may be affiliated, unless specifically agreed in writing by both parties and approved by the Board.

Section 3.  General Activities.  Notwithstanding any other provisions of these articles, the Organization shall not carry on any other activities not permitted to be carried on by:

A.    A corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code; or

B.    A corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE XIII – NONDISCRIMINATION

It shall be the policy of the Organization to provide equal membership/employment/service opportunities to all eligible persons without regard to race, color, religion, sex, or national origin.

ARTICLE XIV – AMENDMENTS

These bylaws may be amended at any annual or special meeting of the Organization.  The affirmative vote of two-thirds (2/3) of the members of the Organization shall be required for the adoption of any amendment.  Notice of the meeting and proposed amendment, together with the text of the proposed amendment, shall be delivered to the members as outlined by the notice requirements of Article IV, Section 5.  The amendment will then be presented to the Federation Board for approval and will go into effect upon such approval.

ARTICLE XV – DISTRIBUTION OF ASSETS UPON DISSOLUTION

Upon the dissolution of the Corporation, assets 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 subject only to any order of a court of competent jurisdiction.

ARTICLE XVI – RULES OF ORDER

Meetings of the Organization will function under “Robert’s Rules of Order, Revised” only if necessary for the orderly conduct of meetings, or the request of any one member and the concurrence of a majority of the voting members attending such meeting.

ARTICLE XVII – CONFLICT OF AUTHORITY

Any conflict between these bylaws and a Federation instrument which specifically controls activities of a Charter Club shall be decided in favor of the Federation’s instrument.

ARTICLE XVIII – APPROVAL OF BYLAWS

These Bylaws shall become binding and effective when they are duly accepted at a meeting of the Membership, notice of which was given as provided by Article IV, Section 5 and approved by the Board of the Federation of Fly Fishers, Inc.

PLANNED:Approved by the Federation of Fly Fishers, Inc.

Date: XXXXXXXXX

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