Nick DiNunzio President/Webmaster
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Nick DiNunzio President/Webmaster
John Trainor Treasurer/Communications
CONSTITUTION AND BYLAWS OF BC FLYFISHERS INC.
ARTICLE I – NAME AND PURPOSES
Section 1 – This chapter shall be called BCFlyFishers and is referred to in these Bylaws as the Club.
Section 2 – Purposes. This chapter is a non-profit membership Club established as a local extension of Fly Fishers International to be organized exclusively for education 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 purpose for which it is organized are as follows:
- To provide members with a forum for education and resource stewardship through the sport of fly fishing;
- 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;
- To provide assistance, advice and suggestions to other angling groups to help them become more important and effective in their areas;
- To publicize the best practices and techniques of fly fishing, fly tying, casting, and other related subjects;
- 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 is so many aspects of our sport.
- 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 purpose of the Club shall be eligible for membership
Section 2 – Obligations. The Club shall be a Club of the Fly Fishers International Each individual member is required to join and maintain current membership in the Federation of Fly Fishers International
Section 3 – Termination, Suspension, and Renewal. The Executive Board may suspend or change the membership status of a member at any time for infraction of any Club rule or for any other cause if the Board shall deem such action to be in the best interest of the Club. The Board shall immediately notify the member of its action and the reason in writing. The member shall be entitled to a reasonable opportunity to be heard by the Board, or 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 EXECUTIVE BOARD. The Board shall control the business and affairs of the Club and may exercise all such authority and powers of the Club 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 – MEETING OF THE CHAPTER
Section 1. Annual Meeting. The annual meeting shall be scheduled every December for the purpose of installing any new Officers, or Executive Board Members and presentation of the annual operating budget along with goals for the coming year.
Section 2. Regular and Special Meetings. Regular meetings will be held on the third week of each month. The time and place will be posted to membership if there is a change.
- The Board; the President of the Club, or in his or her absence, death or disability, the Vice-President; or
- A vote of the majority of the members at a regular or special meeting of the Club or
- A written petition to the Board signed with 10% of the membership signing the request.
Business conducted at a Special meeting 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 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. 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.
ARTICLE V – BOARD OF DIRECTORS (EXECUTIVE BOARD)
Section 1. Number and selection of Directors. There shall be an Executive Board of Directors consisting of not less than eight (8) persons as determined by the Board. All Officers and Board Members may not miss more than four (4) Board meetings in a calendar year. If you do miss more than four, you will automatically be removed from the Board. Anyone that cannot make a scheduled Board meeting, must inform the President or Secretary prior to the meeting, unless the circumstances make it impracticable to accomplish.
Section 2. Election and Term of Office. The election of the Directors shall be held every three (3) years. These members shall be elected or appointed by the Board and Presiding President or as the Board and Presiding President see fit and in order to provide continuity. Their terms should be staggered so no more then 1/3 of the Directors terms expire in a given year.
Section 3. Eligibility. Any member of the chapter in good standing is eligible for election to the Board. A Board member must have a valid email address and phone number. The email address will be placed on a club website for general viewing.
Section 4. 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.
Section 5. Regular Meetings. Regular meetings of the Board shall be held once a month accept during the month of at such times and places as the Board by resolution.
Section 6. 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 written request of any three (3) Directors.
Section 7. Quorum and Manner of Acting. A quorum will consist of one third of the Directors of the whole Board. The act of a majority of the Directors present at meetings at which a quorum is present 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. All Officers and Board Members may not miss more than four (4) Board meetings in a calendar year. If you do miss more than four, you will automatically be removed from the Board. Anyone that cannot make a scheduled Board session, must inform the President or Secretary prior to the meeting, unless the circumstances make it impracticable to accomplish.
Section 8. Notice of Meetings. Notice of each regular and special meeting stating the time and place shall be given to each member of the Board by email, phone, or by electronic means. The notice shall be given not less than ten (10) nor more than thirty (30) 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 9. Executive Board. The Board may, at any time, establish a Director of a Committee for purposes of furthering the chapter.
Section 10. Vacancies. Any vacancy in the Board shall be filled by appointment from the President with the consent of the Board for the unexpired portion of the term.
Section 12. Removal of Directors. Any Director may be removed at any time with just cause by the affirmative vote of a majority of a quorum of the membership at a regular or at a special meeting of the Board called for that purpose. Any Director may be removed for cause by the affirmative vote of the Directors provided there is a quorum of not less than a majority of Directors present at the meeting of the Directors.
ARTICLE VI – OFFICERS
Section 1. Officers. The officers of the Organization will be a President, one or more Vice Presidents (the number to be determined by the Board), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office. The Officers of the Organization, (President, Vice President, Treasurer and Secretary) will be elected every 2 years by the membership in the yearly annual meeting if and only if there is a person running for an open office. If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. All Officers will hold office for two years or until their successors are elected. Upon election, these officers shall then become directors if not currently a director.
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 First Vice President shall assume that office until a special election is held.
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. The President shall cause to have an agenda delivered to the Board within five (5) days of the next scheduled Board meeting. The Presiding President shall be an ex-officio of all committees.
Section 6. Vice Presidents. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Board or the President. The Board shall designate one of the Vice Presidents as First Vice President or if there is only one Vice President, that person shall be designated First Vice President. The First 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 First Vice President shall assume that office until an election can be held
Section 7. 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 8. 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 Federation may be appointed in such manner as may be designated by a resolution adopted by the Board or Executive Committee. Except as otherwise provided in such resolution, participants of each such committee shall be members of the Federation, and the Chairperson of the Board shall appoint the member thereof. Any members thereof may be removed by the Board or by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Federation shall be served by such removal.
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. The checking and or Savings account being established in the name of this Chapter, will cause to have two (2) signatures on file with the institution(s), and shall be the Treasurer and Presiding 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 at such time and in such a 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) an organization 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) an organization, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future tax code.
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 Board of Directors. The affirmative vote of two-thirds (2/3) of the entire Board of Directors 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 of the Board as outlined by the notice requirements of Article V, Section 8. 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 Organization, 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 Club, shall be decided in favor of the Federations 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; approved by the Board of the Fly Fishers International and signed by the President and Secretary of the Organization.
Approved by Fly Fishers International, Inc.
Chairman of the Board
As a chapter of the Fly Fishing International, this chapter will
not allow at any function being directed by BCflyfishers any type of
alcohol and the consumption of said alcohol is strictly prohibited at all
times before, during or after said event. It will further be up to the event
organizer or any current Officer of the chapter present to police the
event for alcohol. This does not preclude members or visitors to
receive alcohol after an event being distributed by a duly licensed
establishment or member/visitor not at the physical location where the
event was held.