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BY-LAWS
OF
DEEP CREEK FLY FISHERS, INC. A California non-profit Corporation
ARTICLE I
MEMBERSHIP
1.
Qualifications
Membership shall be limited to persons who are interested in the goals and
purposes of this Corporation as set forth in its Constitution. This
Corporation, through its Board Of Directors, shall be the sole judge of the
qualifications of applicants for membership herein, and the qualifications
of members to continue herein, as set forth by these By-Laws or any
amendments thereto.
2.
Application for Membership
Application for membership shall be made in writing or by electronic
transmission on a form proscribed and furnished by the Board of Directors of
this Corporation.
3.
Admission to Membership
An applicant shall be admitted to membership upon submitting in proper form
a completed written application and payment of annual dues and initiation
fee as set by the Board of Directors for the current calendar year.
4.
Failure to Pay Dues
A member, who fails to pay his dues within the first three (3) months of the
applicable year, shall be suspended from membership.
5.
Expulsion
A member may be expelled from membership as provided below in these By-Laws,
entitled "Special Duties of the Board of Directors". Failure to carry out
his assignment, refusal to comply with these By-Laws or any rules or
regulations of this Corporation, or conduct which has become or is likely to
reflect unfavorably upon this Corporation, may be deemed cause for
expulsion.
6.
Withdrawal
A member may withdraw from membership at any time subject to the provisions
of these By-Laws, by filing a written notice with the Board of Directors and
relinquishing any current paid up dues he has paid.
7.
Personal Liability
No member, even if he is an officer or director, shall be personally liable
for any bills or obligations, past or present, of this Corporation, except
for his own dues.
8.
Class of Membership
a. Regular Members: Those persons who have paid their dues as set forth
above, and who are over the age of eighteen (18) years, shall be regular
members, and shall have full rights and privileges of this Corporation, with
one voting right each.
b. Family Memberships: Those persons who have paid their dues and are over
the age of eighteen (18) years, their spouses, and children of such member
and/or spouse, shall be family memberships and each family membership shall
have one (1) voting right.
c. Junior Memberships: Those persons who have paid their dues, and who are
between the ages of thirteen (13) and eighteen (18) years, shall have Junior
Memberships. They shall have full rights and privileges of this Corporation,
with one (1) voting right.
d. Life Members: Life Membership is an honorary status, and such members
shall be required to pay no further dues, and shall hereafter have, for
life, full rights and privileges of this organization, with one voting right
each. Designation of those to be honored as life members shall be by
majority vote of the Board of Directors of this Corporation.
e. Honorary Members: Those persons whose actions are consistent with the
aims and purpose of this Corporation and who are deemed by the Board of
Directors to be worthy of such distinction, and may be named Honorary
Members, and as such, will pay no dues and have no right to vote.
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ARTICLE II
ANNUAL DUES
1. Regular Membership
$ 30.00 per year
2. Family Membership
$ 40.00 per year
3. Junior Membership (13-18 years of age)
$ 10.00 per year
Annual dues shall be payable on the first day of January. The first annual
dues of each member shall be payable and submitted in full with his
application for membership and,
regardless of the time of year when such application is submitted a full
years dues shall
be paid at such time. New member dues received after October First shall be
applied to
the ensuing year, but such member shall have all rights and privileges of a
member in good standing effectively immediately.
INITIATION FEE
All new members and members who have been suspended for non payment of dues
shall pay an initiation fee of Fifteen dollars ($ 15.00) and is to accompany
the first years annual dues. The Initiation Fee will allow the new member to
receive a nametag, a club patch and one copy of the club Constitution and
By-Laws.
ARTICLE III
MEETINGS
1.
Regular Meetings
Regular meetings of the general membership shall be held, normally on the
fourth (4th) Wednesday of the month at the Izaak Walton Building in Fairmont
Park, City of Riverside, Riverside County, or at such times and places as
set by the Board of Directors, with advanced notice given to all members.
2.
Annual Meetings:
Annual Meetings of the general membership will be held each year at the
annual Christmas Party at the "Old Spaghetti Factory" in the City of
Riverside, California or at such other time and place as set by the Board of
Directors, with due notice given being given to all members.
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3.
Special Meetings
Special meetings of the general membership, shall be called by the
President,
Vice President, Secretary or Treasure or any two directors of the
Corporation, and held at such time and place as may be ordered by resolution
of the Board of
Directors, or by not less than ten percent (10%) of the voting members. Any
such meeting so called shall require written notice of such meeting being
given not less than thirty (30) days before the date of such meeting to each
member entitled to vote thereat, such notice to be given by mail at the last
address known for such member and maintained by the Corporation.
4.
Quorum
At any regular, annual or special meeting of the members, the presence of
thirty three and one third percent (33 1/3 %) of the members entitled to
vote shall constitute a quorum for transacting business.
5.
Form of Meetings
Roberts Rules of Order shall prevail at all meetings for the discussion of
issues and debate upon any matter brought before the meeting for
consideration.
6.
Order of Business-Annual Meeting
The Order of business at the annual meeting of the members shall be:
a. Report of the Directors
b. Report of the Treasurer
c. Unfinished Business
d. New Business
e. Installation of new officers and directors
f. Adjournment
7.
Votes Required
Any action to be approved by the members shall be passed by a majority of
all members then voting as long as there is a quorum present.
ARTICLE IV
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OUTING GUIDELINES
Regular members, family members, life members, honorary members and junior
members shall have first rights to attend a scheduled outing. Nonmembers
hosted by any member shall be permitted to attend provided that the roster
cannot be filled by club members. Participation at an outing shall be
determined in accordance with the following guidelines:
1. The outing roster will first be filled by members in accordance with the
priority
filled above; and,
2. if cost is required to participate, those members first to pay shall
receive first
consideration. Payment shall be made in full; and,
3. if an outing cannot be filled by thirty (30) days prior to the scheduled
start of the
outing, the club member in charge of the outing may fill the roster without
regard
to the priorities named above; and,
4. When an outing is filled, a list of alternates may be compiled on a first
come-first
served basis. Alternates need not pay for attendance unless space becomes
available; and,
5. a participant in a scheduled outing who has paid attendance, but is
unable to attend, may be entitled to a refund of all or part of the amount
paid. Refunds shall not be made unless the amount collected for the outing
exceeds the actual final costs of the outing. Nevertheless, a participant
who can replace his position on the outing roster with another person shall
be entitled to a refund as long as the replacement has paid his attendance
fee. Partial refunds shall be apportioned to all paid absentees in equal
amounts. Refunds will be paid by check from the treasurer.
6. All payments for outing attendance shall be made by check payable to Deep
Creek Fly Fishers, Inc. All checks made out to a member for an outing shall
be endorsed to Deep Creek Fly Fishers, Inc.
ARTICLE V
ELECTIONS
1. Nominations: At the regular meeting in November, the Board of Directors,
acting as a nominating committee, shall present the nominations of at least
one, and preferably two members as a candidate or candidates for each office
vacancy to be filled, having secured in advance, if possible, agreement by
each candidate that he will serve if elected. The elected positions are:
President, Vice President, Secretary and Treasurer. After nominations of the
nominating committee have been placed before the meeting, the president
shall call for and accept nominations from the floor.
2. Elections: Election of the officers shall be held at the regular November
meeting after the nominations for elected officers are completed and the new
officers shall be installed at the Annual meeting to be held in December or
as provided for in Article III, Section 2.
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ARTICLE VI
BOARD OF DIRECTORS
1. Number and Qualifications
The Board of Directors shall consist of the following:
. The elected officers; and,
. Newsletter editor; and,
. Education chairman; and,
. Conservation chairman; and,
. Outing chairman; and,
. Trout-in-the-Classroom chairman; and,
. Raffles chairman; and,
. The two past presidents acting as directors at large.
Any members elected or appointed to the Board of Directors shall be
considered as qualified to serve by his presence at the first meeting of the
Board of Directors, after his election or appointment.
2. Term of Office
Members of the Board of Directors shall serve from the time of their
installation, or appointment, for a period of one year, or until the next
annual meeting after their election or appointment.
3. Quorum
At any meeting of the Board of Directors, a majority of the total number of
members of the Board shall be a quorum for transaction of business.
4. Meetings
Regular meetings of the Board of Directors shall be held each quarter. The
president, or in his absence, the vice-president, may call a special meeting
of the board of Directors at any time, and shall do so on written request of
any three (3) directors. Notice of meetings of the Board of Directors shall
be given in such manner as the Board may prescribe.
5. Absence
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Unless duly excused by the Board of Directors, the office of a director
shall be declared vacant if he is absent from three (3) consecutive regular
meetings of the Board of Directors, and the vacancy filled as proscribed in
Section 6 below.
6. Vacancies
Any vacancy on the Board of Directors shall be filled by a majority vote of
the remaining directors. A director so elected shall hold office until the
next annual election.
7. General Powers and Duties
The Board of Directors shall have the duty of the general management of the
affairs, funds and records of this corporation and shall posses all
expressed or
implied powers and duties conferred or imposed upon it by these By-Laws
which
are not so specifically conferred or imposed upon others.
8. Special Duties
Without limitation of the general powers and duties of the Board of
Directors, as set forth in Section 7 above, it shall be the special duty of
the Board of Directors:
In good faith to expel or suspend a member or to terminate that member's
membership rights, the Board of Directors shall give at least fifteen (15)
days
prior notice to said member of expulsion, suspension, or termination and the
reasons therefore. Said member shall be given an opportunity to be heard
orally or in writing, not less than five days before the effective date of
the expulsion, suspension or termination by the Board of Directors. Any such
notice must be given by first class or registered mail sent to the last
known
address of the member shown on the organizations records. If the Board of
Directors receives a request to be heard orally or in writing, the Board
shall hear and consider such request and the reasons given by the member and
thereafter make its [mal decision and advise the member in writing of its
final decision.
To obtain suitable fidelity bond coverage for each officer and/or any member
who has control of or access to funds, securities or property owned or
pledged with this corporation.
To adopt amendments to these By-Laws as provided in Article X of these
ByLaws.
To direct and control the deposit or investment of funds.
To provide for an audit of the corporations books and accounts and inventory
of property when any officer who has control of or access to funds,
securities or property owned or pledged with this organization leaves office
or at any other time the board deems necessary or prudent.
To perform such other duties as may be prescribed by these By-Laws, or by
amendments thereto.
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9. Special Powers
The Board of Directors shall have the power:
To fix the amount of members' annual dues as proscribed in Article II of
these By-Laws.
To suspend or waive the payment of dues at its discretion.
To call special meetings of the members.
To submit to the members, for voting by mail, any matter which, in its
judgment requires or justifies such handling.
ARTICLE VII
OFFICERS
1. Identification
The officers of this corporation shall consist of a president,
vice-president, secretary and treasurer.
2. President
The president shall preside at all meetings of the members of the Board of
Directors and at all general meetings and shall perform all other duties as
customarily pertains to the office of president, or as may be set forth by
these ByLaws, or as prescribed by the Board of Directors.
3. Vice-President
The vice-president shall have, and may exercise, all the powers and duties
of the president during the absence of or the disability of the President,
and shall provide programs for all meetings and shall perform such other
duties as may be assigned by the Board of Directors.
3. Secretary
The Secretary shall prepare and maintain full and complete records of all
meetings of the members and of the Board of Directors and shall give or
cause to
be given, in a manner prescribed in these By-Laws, due notice of all
meetings of meetings of the members and of elections and shall perform other
duties prescribed by the Board of Directors; and,
Attest to the signature of the president on legal papers
Maintain contact with and file corporate papers as necessary
Have custody of all resolutions and valuable papers of this corporation
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Sign all instruments which pertain to the business of this corporation.
4. Treasurer
The treasurer shall have custody of all funds of the corporation; and,
Sign all checks, drafts and other instruments pertaining to the finances of
this
corporation
Provide and maintain a full and complete record of accounts of this
corporation in books belonging to this corporation, its assets, liabilities
and
financial condition and shall see that all expenditures are duly and
properly authorized.
Prepare and submit to the Board of Directors, after close of each quarter, a
statement of the financial condition of the association in such form and
detail as the Board may require. The Treasurer shall also present a summary
of the financial condition of the Corporation at the annual meeting of the
members.
ARTICLE VIII
FUNDS
All funds of this corporation not otherwise used shall be deposited in one
or more depositors approved by the Board of Directors. Such deposits shall
be made in the name of the credit of this corporation only.
ARTICLE IX
GENERAL
1. Compliance
Each and every power, duty, authority and function of the members, the
directors and the officers of this corporation shall be exercised in strict
compliance with these By-Laws and the Constitution of this Corporation.
2. Removal From Office
Notwithstanding any other provisions of these By-Laws, any director, officer
or employee of this corporation may be removed from office or from
employment by the affirmative vote of two-thirds (2/3) of the members
present at a special meeting of the members called for that purpose, but
only after he has had an opportunity to be heard.
3. Conflict of lnterest
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No director, officer or employee of this corporation shall, either directly
or indirectly, participate in the deliberations upon or consideration of any
question involving his pecuniary interest or that of any corporation,
partnership or association (other than this corporation) in which he is
directly interested. If such a question is before the Board of Directors,
the interested officer or director shall withdraw from the meeting during
such deliberations and in this case, the remaining directors present shall,
by majority vote, exercise all powers of the Board of Directors, but only
with respect to the one issue. Directors who have
withdrawn are still considered "present" for the purpose of determining a
quorum.
4. Records
Copies of the Constitution's Constitution, By-Laws and all amendments
thereto, results of nominations and elections and minutes of all meetings of
the Board of Directors, shall be contained in a "Minute Book" of this
corporation, together with any other papers of historical value. The minutes
of all meetings shall be signed by the Secretary, or other person attending
to their recording.
5. Inspection of Records
All books of account and other records of this corporation shall, on
appropriate notice, be made available for inspection by any member and to
any duly
authorized representative of the United States of America or the State of
California upon his presentation of proper credentials. The Constitution and
ByLaws of this Corporation shall be kept by the Secretary and Financial
Records kept by the Treasurer and shall be made available for inspection by
members upon reasonable notice.
ARTICLE X
1. Constitution
Amendments to the constitution shall only be made by a resolution duly
adopted by a majority vote of the directors and by the vote or written
consent of sixty percent (60%) or more of the members of the corporation and
not otherwise.
2. By-Laws
Except as otherwise provided herein, these By-Laws may be amended by a
majority vote of the directors present at any duly held meeting of the Board
of Directors. An amendment to the By-Laws changing the authorized number of
directors may be adopted by a majority vote of the members present at any
annual, special or adjourned meeting of the members, provided due notice of
such meeting, containing a copy of the proposed amendment, shall be given as
required in Article III, Section 3 of these By-Laws. Any amendment relating
to
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membership voting by mail must be presented to all members for their written
vote by mail, as prescribed in these By-Laws.
3. Submission of Bylaws
Amendments to the Constitution and to these By-Laws shall be submitted to
such persons and such governmental entities as may be required by the laws
of the State of California and the United States of America, and by
regulations then in effect.
BY-LA W ADOPTIONS
Original Adoption:
First set of amendments: Second set of amendments Board of Directors.
1984
April 11, 1995
September 2004
, at the regular meeting of the
Adopted 10/14/2004
APPROVED Signed
/ President: Mike Wright
ATTESTED
Signed
Secretary: Charlie Cole
SEAL
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