Name and Purpose of Corporation | Name | Purpose | Membership | Honorary Members | Suspension from Membership | Meetings of Members | Annual Meetings | Regular Meetings | Special Meetings | Time and Place of Meetings | Notice of Meetings | Quorum | Voting | Order of Business | Election of Directors | Number and Power | Election of Directors | Nomination and Election: Executive Directors | Vacancies | Regular Meetings of the Board | Special Meetings of the Board | Quorum | Proxies | Chairman | Order of Business | Officers | Subordinate Officers & Directors | President | Administrative Vice President | Legal Vice President | Secretary | Treasurer | Executive Committee | Creation | Order of Business | Finances | Dividends | Dues and Contributions | Salaries and Expenses | Property | Emblem | Amendments | Dissolution
Article I, Section 2. Purposes [return]
The purposes of the Corporation shall be: (a) to conserve and preserve the trout as a game fish (b) to promote trout angling in a sportsmanlike manner (c) to work with and encourage constituted authorities and other conservation organizations to these ends, through scientific, yet practical, trout management; through land, water, and watershed management to provide desirable food and habitat; through fishing regulations to preserve and increase the trout population; and through full and accurate information to the members and the general public; (d) to operate as a non-political corporation; the Corporation shall not promote or oppose the candidacy of any person seeking election to public office; and no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation; (e) to conform its aims and activities with the credo, policy, and objectives of the national organization of Trout Unlimited.
Article II, Section 1. Members [return]
Any person of good reputation in his community and who is a member in good standing of the parent organization of Trout Unlimited shall be eligible for membership in the Corporation. An applicant may be considered through the sponsorship of another member or by applying in writing. No one shall be denied membership in the Corporation because of race, color, religion, country of national origin, sex, or age.
Article II, Section 2. Honorary Members [return]
Conservation officers and other similar authorities may be elected honorary members of the Corporation. Such members will be entitled to a voice at meetings of the membership or meetings of the committees, but they shall not be entitled to a vote.
Article II, Section 3. Suspension from Membership [return]
The following shall be considered an automatic suspension from membership in the Corporation: (a) Default in payment of annual dues for more than 30 days. (b) Conviction of a willful violation of any of the Fish and Game Laws of any state or of the United States.
Furthermore, a member may be suspended by the Board of Directors for any cause whatever, whenever the Board shall deem the member undesirable. Any conduct of a member which is, or is likely to be, or tends to operate or result in a manner injurious to the Corporation or its members, shall be considered just cause for suspending such offending member. The action of the Board of Directors may be reviewed by the membership at the next regular membership meeting at which time the member shall be reinstated or expelled by a majority vote of the members.
Meetings of Members [return]
Article III, Section 1. Annual Meeting [return]
The Annual meeting of the corporation shall be held in either the month of September or October of each year, as shall be designated by the Board of Directors.
Article III, Section 2. Regular Meetings [return]
Regular meetings of members of the Corporation shall be held on the third Wednesday of each month, with the exception of December, when the Board of Directors shall act for the membership, and also excepting the months of July and August unless need is determined.
Article III, Section 3. Special Meetings [return]
Special meetings of members of the corporation may be called by a majority of the Board of directors or upon a written demand signed by not less than one-half of the members in good standing.
Article III, Section 4. Time and Place of Meetings [return]
Annual, Regular, and Special meetings of the members of the Corporation shall be held at such time and place as shall be designated by the Board of Directors.
Article III, Section 5. Notice of Meetings [return]
The Secretary shall cause a written notice of each special and annual meeting to be mailed to each of the members of record at his last known post office address, at least thirty (30) days immediately preceding said meeting. Provided, however, that a failure to mail such notice, or any irregularity in the same, shall not affect the validity of any annual meeting, or any proceedings at such meeting, and further provided, that if all members waive notice of a special meeting, no such notification shall be required.
Article III, Section 6. Quorum [return]
At all meetings of the members, except where otherwise provided by law, a quorum shall consist of a majority of the members present in good standing represented in person or by proxy.
Article III, Section 7. Voting [return]
At every meeting of the members, a true and complete list, in alphabetical order, of all members entitled to vote at such meeting, certified by the Secretary, shall be present. At each meeting, only the persons appearing on such list shall be entitled to vote, in person or by proxy, appointed by an instrument in writing subscribed by such member or by his duly authorized attorney. The vote for directors and upon any question before a meeting shall be by acclamation, unless a majority of members present and entitled to vote shall demand that the voting for that meeting, or any particular question before the meeting, be by ballot.
Article III, Section 8. Order of Business [return]
At meetings of the members, all matters relating to order and procedure, including nominations and elections, shall be governed by the Roberts Rules of Order and Procedure.
Article IV, Section 1. Number and Powers [return]
The property and affairs of the Corporation shall be managed and controlled by a Board of Directors composed of twelve Regular Directors elected by the Chapter membership in accordance with Section 2(a), the immediate Past-President, and such Honorary Directors and Advisory Directors as may have been elected in accordance with Sections 2(b) and 2(c). The Executive Officers are included in the aforementioned.
Article IV, Section 2. Election of Directors [return]
(a) Regular Directors. At each annual meeting there shall be elected from the qualified membership four (4) Regular Directors, each of whose term shall be for three (3) years. Regular Directors shall be elected by a direct vote of the members of the Corporation. (b) Honorary Directors. Honorary Directors may be elected to the board by an affirmative vote by two-thirds of all Directors eligible to vote and subsequent ratification by a majority vote of the members present at a regular membership meeting. An Honorary Director shall serve for his lifetime provided that he continuously maintains membership in the Seth Green chapter, Inc. of Trout unlimited, or until such time as he may choose to resign. An honorary director shall have all the privileges and obligations of a Regular director except he shall not be subject to the removal provision of Section 6. However, he may be removed by a two-thirds affirmative vote of the members present at any membership meeting. (c) Advisory Directors. Advisory Directors may be elected to the Board by an affirmative vote by two-thirds of all Directors eligible to vote. The term of an Advisory Director shall be indefinite. An Advisory director shall not be required to maintain membership in Trout Unlimited. An Advisory Director shall have all the privileges and obligations of a regular Director except he shall not be eligible to vote, he shall not be eligible to hold executive office, and he shall not be subject to the removal provisions of Section 6. An Advisory Director may be removed from the Board by an affirmative vote by two-thirds of all Directors eligible to vote.
Article IV, Section 3. Vacancies [return]
If the office of any Regular Director is vacant by reason of death, resignation, disqualification, or otherwise, his successor shall be elected by the Board of Directors at any regular or special meeting and such successor shall hold office for the unexpired term.
Article IV, Section 4. Regular Meetings of the Board [return]
Meetings of the Board of Directors shall be held at such time and place as may be designated by the Board. Written notice of such meeting shall be mailed by the Secretary at least five days prior to the date of the meeting. The Board of Directors, as constituted at any annual meeting of the membership, shall meet at the same place the annual meeting is held and immediately thereafter, for the transaction of such business as may arise.
Article IV, Section 5. Special Meetings of the Board [return]
Special meetings of the Board may be called by the president of the Corporation. Such Special Meeting shall be held at such time and place as may be designated by the President. Written notice of such meeting shall be mailed by the Secretary or delivered in person to each director at least five days and no more than ten days prior to the date of the meeting. If all Directors waive notice of a Special Meeting, such a meeting shall be valid.
Article IV, Section 6. Quorum [return]
Not less than four (4) Directors eligible to vote shall be necessary to constitute a quorum of the Board for the transaction of business. Any Director, except the executive officers and Honorary Directors and Advisory Directors, who shall be absent from three (3) consecutive meetings of the Board of Directors, shall stand automatically removed, unless such action is excused by formal resolution of the Board.
Article IV, Section 7. Proxies [return]
No member of the Board of Directors shall be entitled to vote by proxy at any meeting of the Board of Directors.
Article IV, Section 8. Chairman [return]
The President shall serve as Chairman of the Board of Directors, and in his absence, the Administrative Vice President shall serve, and in his absence, whichever Director the Board shall select to serve as Chairman.
Article IV, Section 9. Order of Business [return]
At meetings of the Board of Directors, all matters relating to order and procedure, including nominations and elections, shall be governed by The Roberts Rules of Order and Procedure.
Article V, Section 1. Nomination and Election: Executive Officers [return]
The Corporation’s Executive Officers, consisting of President, Administrative Vice-President, Legal Vice-President, Secretary, and Treasurer, shall be elected annually from the membership of the Board of Directors and shall serve in their respective capacities both with regard to the meetings of the members and the meetings of the Board of Directors. The Executive Officers shall be elected by the Board of Directors either at a meeting held immediately following the regular Annual Membership Meeting or at the Board’s first meeting following said Annual Membership Meeting, to serve until the next regular Annual Membership Meeting.
Article V, Section 2. Vacancies [return]
If an Executive Office becomes or is vacant by reason of death, disqualification, or otherwise, a successor shall be elected by the Board of Directors to hold office for the unexpired term.
Article V, Section 3. Subordinate Officers and Executive Directors [return]
The Board of Directors may appoint such other Subordinate Officers as they shall deem necessary who shall have such authority and perform such duties as may be prescribed by the Board of Directors. In its discretion, the Board of Directors, by vote of the majority thereof, may leave unfilled, for any period as it may fix by resolution, any subordinate office. Under this authority, the Board of Directors may select an Executive Director to have active charge of the business of the Corporation under the direction of the President and Board of Directors, and who may, at the same time, be an elected officer.
Article V, Section 4. President [return]
The President shall be the chief Executive Officer of the Corporation. He shall have the general and active management of the business and affairs of the Corporation. With the Secretary or Treasurer he may sign and execute in the name of the Corporation, all contracts, agreements, and other obligations of the Corporation, subject to the approval of the Board of Directors. He shall have the general supervision and direction of all the other Officers of the Corporation, and shall see that their duties are properly performed. He shall submit a report of the operations of the Corporation to the members at each Annual Meeting, and from time to time shall report to the Directors all matters within his knowledge and which the interests of the Corporation may require to be brought to their notice. He shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors. The office of President shall not be held by one person for more than four (4) years in succession.
Article V, Section 5. Administrative Vice-President [return]
The Administrative Vice-President shall preside at any meeting of the members from which the President may be absent, and serve as the Chairman of the Board of Directors in the absence of the President. In the event the office of President is vacant for any reason, the Administrative Vice-President shall become President and serve as such for the unexpired term. He may perform any of the duties of the President when directed to do so by the Directors.
Article V, Section 6. Legal Vice-President [return]
Article V, Section 7. Secretary [return]
The Secretary shall keep the minutes of all meetings of the Board of Directors and the membership. He shall keep an accurate and current record of all memberships. He shall be the custodian of the corporate seal and all records, papers, files, and books of the Corporation. Except when necessary for the purpose of meetings he shall not disclose to any person the names or addresses of members of the membership list without approval of the Board of Directors. He shall attend to the giving and serving of all notices of the Corporation, affix the seal to all documents to which it should be attached, and attest the same when necessary. He shall generally perform all the duties pertaining to the office of Secretary of a Corporation subject to the control of the Board of Directors.
Article V, Section 8. Treasurer [return]
The Treasurer shall have custody of all funds and securities of the Corporation. With the President, he may sign and execute in the name of the Corporation all contracts, agreements, and other obligations of the Corporation, subject to the approval of the Board of Directors. When necessary or proper, he shall endorse on behalf of the Corporation for collection, all checks, notes, drafts, and other obligations and shall deposit same to the credit of the Corporation in such bank or banks as the Directors may designate. All checks or warrants for the disbursement of funds of the Corporation shall be signed by the President or by the Treasurer. The Treasurer shall cause to be entered regularly in the books of the Corporation, to be kept for the purpose, full and accurate accounts of monies received and paid on account of the Corporation, and, whenever required by the Board of Directors, shall render a statement of his cash account. At the Annual Meeting there shall be an audit of the account. 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 shall at all reasonable times exhibit his books, records, and accounts to any director upon application, and shall perform generally all the duties pertaining to the office of Treasurer of a Corporation subject to the control of the Board of Directors.
Executive Committee [return]
Article VI, Section 1. Creation [return]
The Board of Directors may authorize the creation of an Executive Committee composed of the President, Administrative Vice-President, Secretary, Treasurer, and one or more members of the Board, to act with the authority of the Board of Directors between meetings of the Board of Directors.
Article VI, Section 2. Order of Business [return]
At meetings of the Executive Committee, all matters relating to order and procedure shall be governed by The Roberts Rules of Order and Procedure.
Article VII, Section 1. Dividends [return]
The Corporation shall conduct no activities for pecuniary profit or financial gain, and no part of the assets or net earnings of the Corporation shall be distributed to or inure to the benefit of any Director, Officer, or Member by means of dividends or otherwise.
Article VII, Section 2. Dues and Contributions [return]
All monies or other assets coming into or belonging to this Chapter whether from dues, contributions, or otherwise, shall be used only for the purposes of promoting, developing, and advancing the purposes for which this Corporation is created, less necessary operating and other actual expense.
Article VII, Section 3. Salaries and Expenses [return]
No Officer or Director shall receive, be paid, or charge any salary as such. Expenses of Executive Officers, Directors, and Members incident to activities on behalf of the Corporation may be paid at the direction of the Board of Directors.
Article VII, Section 4. Property [return]
All property, real, personal, and mixed, which the Corporation shall ever receive shall be used exclusively for educational and scientific purposes, including the conservation, preservation, and increasing of the trout population on the North American Continent. No part of the net earnings or other property of the Corporation shall inure to the benefit of any member or individual.
Until otherwise decided, the Corporation’s emblem shall be the Trout Unlimited patch design with “Seth Green Chapter” set below.
The By-Laws of this Corporation may be added to, amended, or repealed, in whole or in part, by a majority vote of the members in good standing at any Regular or Special Meeting, provided, however, that written notice of the intention to add to, or amend, or repeal the By-Laws, in whole or in part, shall have been given to each member of record at least thirty (30) days preceding such meeting of the members. The same may be added to, amended, or repealed in whole or in part at any Regular or Special Meeting, without notice, by a vote of at least two-thirds of the qualified members present.
The Corporation may be dissolved at any time by the written consent of not less than two-thirds of the members. In the event of the dissolution of the Corporation, whether voluntary or involuntary, or by the operation of the law, none of the property of the Corporation nor any proceeds thereof nor any assets of the Corporation shall be distributed to any members of the Corporation, but, after payment of the debts of the Corporation, its property and assets shall be disposed of in such manner as the Board of Directors shall determine, exclusively for the purposes of the Corporation, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as the Board of Directors may select.
Revised and rewritten to incorporate all previously approved revisions, November 1998.