Bylaws of the Northwest PA Chapter of
Trout Unlimited
Revised and Adopted April 16th, 2013
Article I. Organization
and Purposes
Section 1. The name of
the organization shall be Northwest PA
Chapter, Trout Unlimited (#041)
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
chapter will meet a minimum of four times a year on a quarterly basis
(September, November, February and April)
Election of chapter officers and directors will be held once every two years at the September meeting in
even numbered years. The President and
the Treasurer shall present reports to members at each meeting.
Section 2. Notice of Meeting dates 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 if such meeting
is in an election year.
Section 3. 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 4. 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 5. [Officers elected by Members] 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/ Each non-officer Director shall serve a two-year
term. 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 4 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 in September.
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 $500 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 and directors shall be elected for two-year terms.
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 election 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 web-site 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 10% 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.
