THE ADAMS CHAPTER, #676
TROUT UNLIMITED
PO BOX 2129
TRAVERSE CITY, MI 49685-2129
THE
ADAMS CHAPTER, TROUT UNLIMITED
CHAPTER
BY-LAWS
Article I. Organization and Purposes
Section 1. The name of the organization shall be The Adams 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 non-profit, non-political and
non-sectarian organization. The Chapter shall function exclusively for
charitable, educational and scientific purposes.
Section 3. The Chapter is a subsidiary
organization of Trout Unlimited, Inc., a Michigan non-profit corporation and is
under its authority. The Chapter shall carry out the aims and purposes of Trout
Unlimited and all policies, objectives and activities pursued by the Chapter
and its members shall be in conformity with the Bylaws and policies of Trout
Unlimited. The Chapter’s use of the TU name, logo and Chapter affiliation with
other organizations and businesses shall conform to TU policies.
Section 4. The Chapter and all
members acting on its behalf shall not finance, promote or oppose the candidacy
of any person seeking election to public office and shall not participate or
intervene in any campaign on behalf of any candidate for public office.
Section 5. The Chapter shall not
conduct or carry on any activities, including the expenditure of funds, not
permitted to be conducted or carried on by a tax exempt organization under the
provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as
amended.
Article
II. Membership
Section
1. Payment of annual dues to Trout Unlimited is the only requirement for
membership in Trout Unlimited and the Chapter. The Chapter shall not assess any
additional dues or fees and shall not establish classes of membership.
Section 2. Payment of annual dues
to Trout Unlimited shall automatically make one a member of the Chapter, if the
member resides in the Chapter’s geographical area. Any Trout Unlimited member
in good standing from a different chapter’s geographic area may elect to become
a member of the Chapter.
Section 3. The
By-laws of Trout Unlimited shall govern the suspension or expulsion of chapter
members.
Section 4. No
Chapter or chapter officer, director or member may transfer, sell, barter, or
lease to any person or entity the membership list or the names, addresses,
contact information or other personal information of the members.
Article
III. Membership Meetings
Section 1. The
Annual Meeting of the Chapter shall be held on a date set by the Board of
Directors, to elect officers and Directors and conduct other business of the
Chapter. The President and the Treasurer shall present annual reports to the
members.
Section 2.
Notice of the Annual Meeting shall be sent to each member at least fifteen (15)
days prior to the meeting. The meeting notice shall include the date, time,
place and agenda of the annual Meeting and the slate of candidates nominated
for election by the Nominating Committee.
Section 3. The
Chapter shall hold regular 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 or upon
the written request of the lesser of ten percent (10%) of the members or twenty
(20) members. Notice of all special meetings must be given to members at least
seven (7) days prior to the meeting and shall include the date, time, place and
agenda for the special meeting.
Section 5. Robert’s Rules of Order,
Newly Revised shall govern the meetings on all matters relating to order
and procedure, including nominations and elections. Only current members of
Trout Unlimited shall be permitted to vote at any meeting of the members and no
proxy voting shall be allowed.
Section 6. Any officer may be removed
at any regular or special Chapter membership meeting by a 2/3 vote of members
in attendance whenever, in their judgment, the interest of the Chapter would be
served.
Article
IV. Board of Directors
Section
1. The Board of Directors is responsible for the general supervision of
the Chapter’s affairs and finances.
Section 2. The Board of Directors shall consist of no fewer
than three (3) non-officer members and the officers pursuant to Article V,
section 1 and no more than 15 members. Each non-officer Director shall serve a
three-year term, with Directors’ terms staggered to provide for continuity. The
immediate past President shall be an ex-officio member of the Board of
Directors for the term of his or her successor. All Directors shall be current
members of Trout Unlimited.
Section 3. The Board of Directors shall
meet regularly, but no less than 6 times per year. Upon notice, the meetings of
the Board of Directors may be conducted by telephone. The Board of Directors
may also act by email vote, provided all members of the Board of Directors are
permitted the opportunity to participate and all votes are shown to all
Directors and reported in the minutes of the Board of Directors.
Section 4. A
simple majority of the members of the Board of Directors shall constitute a
quorum and a simple majority vote of those present is required to approve any
official action.
Section 5. Special meetings may be called by the President or any two
(2) members of the Board of Directors. Unless notice is waived by all members
of the Board of Directors, notice of any special meeting, including date, time,
place and agenda, must be given at least seven (7) days in advance. Notice may
be in writing or by electronic communication, including fax or electronic mail.
Section 6. If a director is unable to
serve for any reason or if a director is appointed to fill a vacant officer
position, the vacant director position shall be filled for the remainder of the
unexpired term by election at the next regularly scheduled meeting of the
Chapter members or at a special meeting called for this purpose.
Article
V. Officers and Duties
Section 1. The
officers of the Chapter shall be: President, Vice President, Secretary and
Treasurer, all of whom shall be voting members of the Chapter’s Board of
Directors. All officers must be members in good standing of Trout Unlimited. No
person shall hold more than one (1) office at any time, except for the offices
of Secretary and Treasurer. The officers shall be chosen and elected by the
membership at the annual membership meeting.
Section 2. The
President shall serve as general executive officer and shall appoint the chairs
of all Chapter committees. The President shall oversee all activities of the
chapter and preside at all membership and board meetings.
Section 3. The
Vice President shall assume the duties of the President if the President is
absent or unable to perform the President’s duties. The Vice President shall
perform the duties assigned by the Board of Directors and the President.
Section 4. The
Treasurer shall have custody of all funds and property of the Chapter. With the
President, the Treasurer may sign and execute, in the name of the Chapter, all
contracts, agreements and other obligations of the Chapter. When necessary or
proper, the Treasurer shall endorse for collection on behalf of the Chapter,
all checks, notes, drafts and electronic credits and transfers and shall
deposit same and all other revenues to the credit of the Chapter in such bank
or banks as the Board of Directors designates. All checks for the disbursement
of funds of the Chapter above $200 shall be signed by the President and
counter-signed by the Treasurer. The Board of Directors may impose such
alternate authority or limitations of authority to execute contracts, sign
checks or use other forms of payment as the Board of Directors deems
appropriate and may require that the Treasurer be bonded. The Treasurer shall
also:
A. Keep
full and accurate accounts of monies received and paid on account of the
Chapter, give a financial report at each meeting of the Board of Directors, and
whenever required by the Board of Directors, render a statement of the
Chapter’s accounts and report to the membership.
B. Submit
a complete Annual Financial Report (AFR) for the chapter to Trout Unlimited
prior to the deadline set by Trout Unlimited. The AFR will be in compliance
with the policies and requirements of Trout Unlimited and will contain a
complete and accurate accounting of all revenues, expenses, volunteer hours by
members of the Chapter and any additional items prescribed within the AFR form.
C. The
Treasurer will also make all necessary filings with the Internal Revenue
Service and state and local authorities.
D. Upon
request, permit access to the Chapter’s books, records and accounts by any
Chapter Officer, Director or designated representative of the State Council
and/or Trout Unlimited.
Section 5. The Secretary shall keep
the minutes of all meetings of the Board of Directors and the general
membership and keep an accurate and current record of all Chapter memberships.
The Secretary shall assist the Treasurer in preparing the AFR form. The
Secretary shall send all required notices to members of the Chapter, as
required by these bylaws or otherwise. Notice may be in writing or by
electronic communication, including fax, electronic mail or by posting on the
Chapter’s web-site. The Secretary shall also maintain the correspondence of the
Chapter.
Article
VI. Election, Term, Vacancy
Section 1. The Chapter officers shall
be elected for one-year terms. No officer shall serve more than three (3)
consecutive one-year terms in the same office, but an officer may hold the same
office after a one-year period out of office.
Section
2. In the event of a vacancy in any office, the Board of Directors
shall appoint an individual to serve until the next regularly scheduled
election.
Section
3. A majority vote of those Chapter members in good standing present at
the annual business meeting will be sufficient to elect all officers and
directors.
Section
4. The Nominating Committee shall nominate members for each elected
office. Nominations may also be made from the floor at the Annual Meeting.
Article VII. Committees
Section
1. The Chapter may establish standing committees, whose members shall
be appointed by the chair of each committee:
A.
Communications: This committee is responsible for
the chapter website and newsletter.
B.
Membership: This committee is responsible for
membership services, membership lists and efforts to recruit and retain
members.
C.
Education: This committee is responsible for
education programs and youth activities.
D.
Conservation: This committee is responsible for
activities and projects that directly support Trout Unlimited’s conservation
agenda.
E.
Financial Development: This committee is
responsible for chapter fundraising.
F.
Nominating: This committee shall assist the Board
of Directors and officers with leadership development and submit a slate of
candidates for elections.
Section 2.
Additional standing or ad hoc committees may be established from time to time
by the President or the Board of Directors.
Article
VIII. Fiscal Year
Section 1. The
Chapter’s fiscal year shall be the same as that of Trout Unlimited.
Article
IX. Amendment of By-Laws
Section
1. These Chapter bylaws may be amended at any Annual Meeting or Special
Meeting if at least the lesser of 30 chapter members or 5% of the Chapter’s
members are present. Amendment of the bylaws shall require a two-thirds vote of
those present and voting. Only current members of Trout Unlimited shall be
permitted to vote. Any amendment to these bylaws shall be consistent with the
bylaws of Trout Unlimited. All proposed amendments to the Bylaws shall require
at least 30 days notice to the members, with the notice specifying the proposed
amendment.
Section 2. If any amendment of these bylaws is required in order to make
them consistent with the bylaws of Trout Unlimited, a vote of a majority of
those present and permitted to vote shall be sufficient to pass the amendment.
Article X. Assets and
Dissolution
Section
1. No part of the income, earnings or assets of the Chapter shall inure
to the benefit of, or be distributed 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. Chapter members, officers and directors may be reimbursed for
expenses incurred for or on behalf of the Chapter.
Section 2. All Chapter expenditures
shall be broadly consistent with the mission of Trout Unlimited.
Section 3. The Chapter may not acquire
or hold any new interest in real property, including easements, except with
prior written approval from Trout Unlimited.
Section 4.
Upon dissolution of the Chapter, all assets of the Chapter shall revert to the
State Council. These assets will be held and/or redistributed in consultation
with Trout Unlimited.