Section
I The name of the
organization shall be The Doc Fritchey Chapter, Trout Unlimited,
hereinafter referred to as the "Chapter."
Section 2 The purpose of the Chapter shall be to conserve, protect and restore coldwater fisheries and their watersheds. The Chapter shall operate as a nonprofit, nonpolitical and nonsectarian organization. The Chapter shall function exclusively for charitable, educational and scientific purposes.
Section 3 The Chapter shall be a subsidiary organization under the authority of Trout Unlimited, Inc., a Michigan nonprofit corporation, hereinafter referred to as "Trout Unlimited." The Chapter shall carry out the aims and purposes of Trout Unlimited and adopts by reference hereof: the Articles of' Incorporation and By-Laws of Trout Unlimited. The Chapter acknowledges and agrees that all policies and objectives to be pursued by the Chapter, or by any member or members thereof, will be in accordance with the policies, purposes and objectives of Trout Unlimited.
Section 4 The Chapter shall not promote or oppose the candidacy of any person seeking election to public office and the chapter shall not participate or intervene in any campaign on behalf of any candidate for public office. No substantial part of the activities of the Chapter shall be in carrying on propaganda or otherwise attempting to influence legislation.
Section 5 The Chapter shall do whatever is within its ability to promote the purposes set forth in Section 2.
Section 6 The Chapter shall conduct the activities described as "core chapter functions" in the Trout Unlimited Chapter/Council Handbook, as such handbook may be amended from time to time.
Article II
Membership
Section I Any person who is interested in the activities of Trout Unlimited is eligible for membership in the Chapter. Any member of the Chapter shall be an active member of Trout Unlimited.
Section 2 Payment of annual dues to Trout Unlimited shall automatically make one a member of the Chapter provided that individual resides in the Chapter's geographical area. Nothing, however, shall restrict an individual from a different area from becoming a member of the Chapter so long as his/her Trout Unlimited membership shall not have expired or otherwise terminated.
Section 3 Payment of annual dues to Trout Unlimited is the only requirement of membership in Trout Unlimited and the Chapter. Separate Chapter dues or fees are prohibited. Newsletters must be sent to all members as a matter of right. Members of the Chapter shall enjoy all the rights and privileges of membership in the chapter.
Section 4 The By-Laws of Trout Unlimited govern the suspension or expulsion of members.
Article III
Officers and Duties
Section 1 The executive officers of this organization shall be: a President, a Vice President, a Secretary and a Treasurer, all of whom shall be ipso facto and ex officio members of the Chapter's Board of Directors. The executive officers shall be chosen and elected by the membership at the annual membership meeting.
Section 2 The President shall preside at all meetings; with the approval of the Board shall appoint all committees not otherwise provided for; shall be general executive officer; and shall be an ex officio member of all Chapter committees.
Section 3 The Vice President shall serve in the absence or inability of the President to act in the general administration of the Chapter.
Section 4 The Treasurer shall have custody of all funds and property of the Chapter. When necessary or proper, the Treasurer shall endorse on behalf of the Chapter for collection, all checks, notes, drains and other obligations and shall deposit same to the credit of the Chapter in such bank or banks as the Directors may designate. All checks or warrants for the disbursement of funds of the Chapter shall be signed by the President or by the Treasurer. The Treasurer shall cause to be entered regularly in the books of the Chapter to be kept for the purpose, full and accurate accounts of monies received and paid on account of the Chapter, and whenever required by the Board of Directors shall render a statement of his/her cash, account.
Section 5 The Treasurer shall, unless otherwise determined by the Board of Directors, cause to be executed and file with the President at the direction of the Board of Directors, a bond in the amount to be determined by the Directors and he or she shall at all reasonable times exhibit his/her books, records and accounts to any Director upon application, and shall perform generally all the duties appertaining to the offices of Treasurer of a Chapter to the control of the Board of Directors.
Section 6 The Secretary shall keep the minutes of all meetings of the Board of Directors. With the President, the Secretary may sign and execute in the name of the Chapter, all contracts, agreements and other obligations of the Chapter, subject to the approval of the Board of Directors. He/she shall be the custodian of the corporate seal and all records, papers, files and books of the Chapter. Except when necessary for the purpose of meetings he/she shall not disclose, transfer, sell, barter, or lease to any person the names or addresses of the members or the membership list without prior approval of the Board of Directors. He/she shall attend to the giving and serving of all notices of the Chapter, affix the seal to all documents to which it should be attached, and attest the same when necessary.
Section 7 The Immediate Past President shall be an ex officio member of the Board of Directors and shall assist the President in the administration of the Chapter. The President with approval from the Board of Directors may empower the Immediate Past President to be a co-signor for the Chapter as designed by the President. The Immediate Past President shall lose this status if he/she fails to attend without approval three (3) board meetings during any term, or he/she fails to satisfy the terms of membership given in Article II or transfers to another chapter.
The Immediate Past President shall from time to time be designated a special committee chair for projects that cross committee responsibilities and scope.
The Immediate Past President shall be required to report on all such work at all board meetings. This power is exercised at the pleasure of the Board, and responsibility for the projects can be re-assigned at any time, where a clear responsibility can be shown to exist with another Board Member’s function or by a majority vote of the Board’s Directors.
Expenses shall be approved by the Board for all Immediate Past President projects.
Article IV
Election, Term. Vacancy
Section I The President shall be elected by a vote of the membership at the Annual Meeting of the Chapter for a one year term.
Section 2 All other officers shall be elected by a vote of the membership at the Annual Meeting of the Chapter for a one-year term.
Section 3 The term of office of all elected officers shall be one ( 1 ) year. All officers will serve until the next election.
Section
4 In the event of a vacancy
in any office, the Board of Directors shall appoint an individual
to serve until the next election.
Section 5 A majority vote of those members present and in good standing will be sufficient to elect all officers, and no member shall hold more than one ( 1 ) office at any time.
Section 6 The Nominating Committee shall nominate members for each elected office. Said nominations shall be made and sent to all members with the notice of Annual Meeting. Nothing, however, will deny nominations from being made from the floor during the Annual Meeting.
Article V
Board of Directors
Section I The Board of Directors shall consist of no fewer than five (5) members in addition to the officers listed in ARTICLE III above. These five members shall be elected to serve a three year term, and, in order to provide for continuity, their terms should be staggered so that no more than one third of the Directors' terms expire in a given year.
Section 2 The Board of Directors shall be responsible for the general supervision of the Chapter's affairs.
Section 3 The Board of Directors shall meet on a regular basis. Special meetings may be called by the President or upon the request of at least three members (3) of the Board.
Section 4 Five (5) members of the Board of Directors shall constitute a quorum and a majority vote of those present is required.
Section 5 Notice of any special meeting must be given in writing at least seven (7) days in advance.
Section 6 The Board of Directors may create additional elected offices should it deem it necessary.
Article VI
Committees
Section I The following functions shall be represented by committees.
A. Education and Information -- Communicate with the chapter membership and the outside world, including the National Office, with emphasis on conveying the message through a variety of educational programs to youth groups and other conservation- oriented organizations about Trout Unlimited’s mission to conserve, protect and restore coldwater fishery resources.
B. Membership Development - Maintain an accurate and current record of all Chapter members and develop programs to build and sustain acceptable levels of membership (i.e., following through to seek renewals from members whose renewal date is coming up).
C. Resource Management and Protection - Focus the Chapter on and coordinate activities which directly support Trout Unlimited's mission of conserving, protecting, and restoring coldwater fisheries and their watersheds.
D. Financial Development - Build the fundraising capability of the Chapter so that there is sufficient funding for the Chapter's activities and projects. A major activity is the Chapter’s annual Fundraising Banquet, that requires arranging and managing all aspects of the Banquet, including banquet accommodations, program, ticket sales, donor solicitations and publicity.
E. Leadership Development - Constantly focus on the need to provide a continuous flow of new leaders by implementing the programs outlined in the Leadership Development Manual. This committee should also serve as a nominating committee to build a base of elected officers and directors who will become the future leaders of the Chapter.
F. Diversion Well – Oversee the operation and maintenance of the Rausch Creek diversion wells, including arranging for timely deliveries of stone.
G. Legal - Provide legal advice and seek to recruit volunteer lawyers to help the Chapter.
H. Social - Arrange for meeting places, greet newcomers, and set up fishing and angling arts programs and other activities designed to provide fun and entertainment for members and guests alike.
I. Stocking – Enlist volunteers and coordinate with Pennsylvania Fish & Boat Commission’s trout stocking activities where required on local streams in the Chapter’s Area.
Section 2 Special Committees may be appointed by the President as necessary with the approval of the Board of Directors.
Section 3 Committee Chairpersons may be selected from the general membership, and are not required to serve on the Board of Directors.
Section 4 Selection of committee members shall be the responsibility of the respective committee chairpersons.
Article VII
Membership Meetings
Section
I The Annual Meeting of the Chapter shall be held in
the spring of each year, as set by
the Board of Directors for the purpose of electing officers and
Directors. The President shall present an annual report to the members.
Section 2 Notice of the Annual Meeting must be sent to each member at least thirty (30) days in advance. Notice must include the time, place and agenda of the Annual Meeting including the slate of officers nominated by the Nominating Committee.
Section 3 The Chapter shall hold regular monthly meetings at a date, time and place chosen by the Board of Directors.
Section 4 Special meetings may be called by the President or Board of Directors and must be called upon written request at ten percent (10%) or more of the membership.
Section 5 Notice of the time, date, place and business of all special meetings must be sent to all members at least seven (7) days in advance.
Section 6 At the Annual Meeting or any special meetings, ten percent (10%) of the Chapter's membership shall constitute a quorum. A majority vote of those present is controlling. Proxy voting is permissible.
Section 7 The president shall be able to cancel any regularly scheduled meeting with the approval of a majority of the Board of Directors.
Article VIII
Annual /Quarterly Reporting
Section I The Chapter shall submit an Annual Financial Report as required by the National Office.
The Chapter/Council Handbook sets forth the reporting form for these reports.
Section 2. The Annual Financial Report shall be submitted by the Chapter Secretary no later than November 15 of each year.
Section 3. The Chapter shall submit Quarterly Activity Reports, due on the last day of the last month of each quarter unless otherwise directed, to the South Central Region VP, in behalf of the Pennsylvania Trout Unlimited State Council.
Section 4. Trout Unlimited's Board of Trustees may authorize exclusion of chapters from National Programs, withholding rebates, revocation of the Chapter's Charter with due cause, and must deliberate and decide upon these sanctions upon the joint recommendation of the respective Council Chairman and the Regional Vice President.
Article IX
Fiscal Year
Section 1 The Chapter's fiscal year shall be October 1 through September 30.
Article X
Amendment Of Bylaws
Section 1 The Bylaws may be amended at the Annual Meeting, upon proper notice being given, by a two-thirds majority vote of those present, provided those present constitute a quorum. A quorum is defined as not less than ten percent ( 10%) of the members in good standing. Proxy voting is permitted upon any issue which has been included in the notice of the meeting.
Article XI
Bylaws Provisions
Section 1 Any of these Bylaws that may be in conflict with the Articles of Incorporation, Bylaws, or policies of Trout Unlimited will be void.
Article XII
Assets
Section 1 No part of the income or net earnings of the Chapter shall inure to the benefit of, or be distributable to, any member, director or officer of the Chapter or any private individual (except that reasonable compensation may be paid for services rendered to or for the Chapter in effecting one or more of its purposes, and reimbursement may be made for any expenses incurred for or on behalf of the Chapter by any officer, director, agent, or employee, member or any other person or corporation, pursuant to and upon authorization of the Board of Directors); and provided further that no member, director or officer of the Chapter, or any other private individual shall be entitled to share in the Chapter's funds or property in any dissolution of the Chapter or otherwise.
Section 2 No part of the assets of the Chapter shall inure to the benefit of or be distributable to any organization whose income or net earnings or any part thereof inure to the benefit of any private shareholder or any other individual.
Section 3 Upon dissolution of the Chapter, all of its assets shall be paid over or transferred to the State Council or, if none exists, to Trout Unlimited.
Article XIII
Tax Exemption
Section 1 Notwithstanding any other provision hereof, the Chapter shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is tax-exempt under the provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended from time to time.
Article XIV
Perpetuity
Section 1 The Chapter shall exist in perpetuity or until dissolved or dechartered.
These Bylaws have been officially revised and adopted by the members of The Doc Fritchey Chapter of Trout Unlimited on this 23rd. day of April, 2002.