Article I

 

Organization and Purposes

 

Section 1 – The name of this organization shall be Southern Nevada Chapter, Trout Unlimited, herein after 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 shall be a subsidiary organization under the authority of Trout Unlimited, Inc. a Michigan non-profit corporation, hereinafter referred to as “Trout Unlimited”. The Chapter shall carry out the aims and purposes of Trout Unlimited and adopts by reference hereof, the Articles of Incorporation and By-laws of Trout Unlimited. The Chapter acknowledges and agrees that all policies and objectives to be pursued by the chapter, or by any member or members thereof, will be in accordance with the policies, purposes and objectives 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 shall not promote or oppose the candidacy of any person seeking election to public office and the Chapter shall not participate or intervene in any campaign on behalf of any candidate for public office. No substantial part of the activities of the Chapter shall be in carrying on propaganda or otherwise attempting to influence legislation. 

                                                               

Section 5 – The Chapter shall do whatever is within its ability to promote the purposes set forth in Section 2.

 

Section 6 – The Chapter shall conduct the activities described as “core chapter function” in the Trout Unlimited Chapter / Council Handbook, as such handbook may be amended from time to time.   The Chapter shall conform to provisions of Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.

 

Article II

 

Membership

 

Section 1 – Any person who is interested in the activities of Trout Unlimited is eligible for membership in the Chapter. Any member of the Chapter shall be an active member of Trout Unlimited.

Section 2 – Payment of annual dues to Trout Unlimited shall automatically make one a member of the Chapter provided that individual resides in the Chapter’s geographical area. Nothing, however, shall restrict an individual from a different area from becoming a member of a Chapter so long as his/her Trout Unlimited membership shall not have expired or otherwise terminated.

 

Section 3 – Payment of annual dues to Trout Unlimited is the only requirement of membership in Trout Unlimited and the Chapter. Separate Chapter dues or Fees are prohibited. Newsletters are sent to all members as a matter of right.  Chapters shall not establish classes of membership. Members of the Chapter shall enjoy all rights and privileges of membership in the Chapter.

 

Section 4 – The By-laws of Trout Unlimited shall govern the suspension or expulsion of chapter members.

 

Article III

 

Officers and Duties

 

Section 1 – The executive officers of this organization shall be; a President, a Vice President, a Secretary, and a Treasurer, all of whom shall ipso-facto and ex-officio be members of the Chapter’s Board of Directors. The executive officers shall be chosen and elected by the membership annually at a meeting designated by the board.  Though not required yet, it is in the best interest of the Chapter that executive officers have active email addresses in order to facilitate communications with the Chapter, the Council and TU National.

 

Section 2 – The President shall preside at all meetings; with the approval of the Board, shall appoint all committees not otherwise provided for; shall be the general executive officer; and shall be ex-officio member of all chapter committees.

 

Section 3 – The Vice President shall serve in the absence or inability of the President to act in the general administration of the Chapter.

 

Section 4 – The Secretary shall be responsible for taking the minutes at all official meetings of the membership and at all meetings of the Board; shall assist the President with all official correspondence or notices approved by the Board; shall be the custodian of the official membership records from Trout Unlimited; shall be the custodian of the corporate seal; shall affix the seal to all documents to which it should be attached; shall attest to the same when necessary;  and shall be responsible for keeping copies of this documentation for the official records.  The Secretary shall assist the Treasurer in preparing the AFR form. Except when necessary for the purpose of meetings he/she or any chapter officer, director or member shall not disclose, transfer, sell, barter, or lease to any person the names or addresses of the members or the membership list without prior

 approval of the Board of Directors.  Board of Director decisions shall conform with the Bylaws and policies of Trout Unlimited.

 

Section 5 – The Treasurer shall have custody of all funds of the chapter.  The Treasurer shall submit a complete Annual Financial Report (AFR) for the chapter to Trout Unlimited prior to the deadline set by Trout Unlimited.  The Treasurer will also make all the necessary filings with the Internal Revenue service and state and local authorities.  With the President, he or she may sign and execute in the name of the Chapter, all contracts, agreements and other obligations of the chapter, subject to the approval of the Board of Directors. When necessary or proper, he/she shall endorse on behalf of the Chapter for collection, all checks, note, drafts and other obligations and shall deposit same to the credit of the Chapter in such bank or banks as the Directors may designate. All checks or warrants for disbursement of funds of the Chapter shall be signed by the President and counter-signed by the Treasurer. He/she shall cause to be entered regularly in the books of the Chapter to be kept for the purpose, full and accurate accounts of monies received and paid on account of the Chapter, and whenever required by the Board of Directors shall render a statement of his/her cash account.

 

Section 6 – The Treasurer shall, unless otherwise determined by the Board of Directors, cause to be executed and filed with the Board of Directors, a bond in the amount to be determined by the Board of Directors. He or she shall at all reasonable times exhibit his/her books, records and accounts to the control of the Board of Directors. 

 

Section 7 – The immediate past President shall be an ex-officio member of the Board of Directors and shall assist the President in the administration of the Chapter.

 

Article IV

 

Elections, Terms, Vacancy

 

Section 1 – The President shall be elected by a vote of the membership at a meeting designated by the Board of Directors for a one year term.

 

Section 2 – All other Officers shall be elected by a vote of the membership at a meeting designated by the Board of Directors for a one year term.

 

Section 3 – The term of office of all elected Officers shall be one (1) year. All Officers will serve until the next election. It is desired that Officers serve no more than two consecutive terms in the same office. This can be waived by the Board of Directors if no member of the Chapter is willing to step forward and run for the office.

 

Section 4 – In the event of a Vacancy in any office, the Board of Directors shall appoint an individual to serve until the next election.

 

Section 5 – A majority vote of those members present and in good standing will be sufficient to elect all Officers at the meeting designated by the Board of Directors, of which the entire membership has received notification. No member shall hold more than one (1) office at a time.

 

Section 6 – The Nominating Committee shall nominate members for each elected office. Said nominations shall be made and sent to all members with the notice of the Election Meeting. Nothing, however, will deny nominations from being made from the floor during the Election Meeting.

 

 

Article V

 

Board of Directors

 

 

Section 1 – The Board of Directors shall consist of no fewer than five (5) members in addition to the Officers listed in Article III above. These five (5) members shall be elected to serve a three-year term, and, in order to provide continuity, their terms should be staggered so that no more than one-third of the Directors’ terms expire in a given year. Although there is no term limit on these positions, it would be in the best interest of the Chapter if Board members who have served more than two terms would step aside for new members who are willing to fill the positions.

 

Section 2 – The Board of Directors shall be responsible for the general supervision of the Chapter’s affairs. As such the Board of Directors has full power to make decisions for the Chapter. Nothing will prevent them from requiring a vote of the members present at any meeting to approve any of their decisions.

 

Section 3 – The Board of Directors shall meet on a regular basis. Special meetings may be called by the President or upon the request of at least four (4) members of the Board. Board meetings shall be open to all general members who wish to attend. A Board member who is unable to attend a meeting may appoint a general member in good standing to replace him or her and vote for them at any meeting.

 

Section 4 – Five (5) members of the Board of Directors shall constitute a quorum and a majority vote of those present is required.

 

Section 5 – Notice of any special meeting must be given at least seven (7) days in advance unless all Board members agree to a reduced time frame (in emergency situations). Although written notice (e-mail is considered written) is preferred, telephone contacting of all Board members is acceptable in emergency situations.

 

Section 6 – The Board of Directors may create additional elected offices should they deem it necessary. They may also title Board member positions. If additional positions are added to the board the total number of board members should always be an odd number.

 

 

Article VI

 

 

Committees

 

Section 1 – The following function should be represented by committees to assist the     Board:

 

A.            Communications, internal and external-- communication with chapter members and the outside world, including the National Office.

 

B.            Membership-- oversees membership services, such as updating and correcting the master list and membership development to build and sustain membership (i.e. following through to seek renewals from members whose renewal date is coming up).

 

C.             Resource Management and Protection – focus the Chapter on activities which directly support Trout Unlimited’s mission of conserving, protecting and restoring coldwater fisheries and their watersheds.

 

D.            Financial Development – build the fund-raising capabilities of the Chapter of the Chapter so tat there is sufficient funding for the Chapter’s activities and projects.

 

E.             Leadership Development – assists general members in developing the skills and desire to become Officers or Board members of the Chapter by review of the Leadership Development Manual. This committee should also serve as the nominating committee for the Chapter. 

 

F.             Legal – provides legal advice and seeks to recruit volunteer lawyers to help the Chapter.

 

G.            Social – arrange for meeting places, greet newcomers, and set up fishing and angling arts programs and other activities designed to provide fun and entertainment for members and guest alike.

 

H.        Education- responsible for education programs and youth activities.

 

Section 2 – Special Committees may be appointed by the President as necessary with the

approval of the Board of Directors.

 

Section 3 – Selection of committee members shall be the responsibility of the respective

committee chairpersons.

 

 

Article VII

 

 

Membership Meetings

 

 

Section 1 – The Annual Election meeting shall be held in the fall of each year, on a date

set by the Board of Directors, for the purpose of electing Officers and Directors. The

President shall present an annual report to the members.

 

Section 2 – Notice of the Annual Election Meeting must be sent to each member at least

thirty (30) days in advance. Notice must include the Time, place and agenda of the

meeting, including the slate of Officers nominated by the Nominating Committee.

Inclusion in the chapter newsletter will be considered proper notification.

 

Section 3 – The chapter should hold regular monthly (or bi-monthly) 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 Director and

must be called upon written request of ten percent (10%) or more of the membership.

 

Section 5 – Notice of the time, date, place and business of all special meetings must be

sent to all members at least seven (7) days in advance.

 

Section 6 – At the Annual Election Meeting or any special meetings, a majority vote of

the members present is controlling. This would include proxy votes or official ballots.

Since it is required that all member be notified of these meeting no quorum is required.

 

Section 7-- Chapter website postings, newsletters, emails, and monthly meetings shall all be considered official venues of Notice concerning core Chapter functions.

 

Section 8Robert’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.

                                                                 

 

Article VIII

 

 

Annual Reporting and Recognition

 

 

Section 1 – The Chapter shall submit the Annual report to the State Council, the Regional

Vice President and the National Office. The Annual Report shall consist of:

 

a.             Financial Report;

b.             Action Plan (the Chapters goals and objectives for the fiscal year); and

c.             Activity Report (evaluation of the Chapters accomplishments over the preceding fiscal year).

d.         Volunteer hours by members of the Chapter and any additional items prescribed

             within the AFR form.

 

The Chapter/Council Handbook sets forth the reporting form for these reports.

 

Section 2 – The Annual Report shall be submitted no later than March 15 of each year.

 

Section 3 – Chapter recognition in awards programs conducted by Trout unlimited shall

be contingent upon receipt o the Chapter’s Annual Report by the Council Chairman and

the Regional Vice President. Awards shall be based on the accomplishments documented

in the annual reports and nominations shall be based upon the joint recommendations of

the Council Chairmen and the Regional Vice President to the Awards Committee.

 

Section 4 – Trout Unlimited’s Board of Trustees may authorize exclusion of chapters

from National Programs, withholding rebates, revocation of the Chapter’s charter with

due cause and must deliberate and decide upon these sanctions upon joint

recommendations of the respective Council Chairman and the Regional Vice President.

 

 

Article IX

 

Fiscal Year

 

Section 1 – The Chapter’s fiscal year shall be October 1 through September 30.   The

                   Chapter’s fiscal year shall be the same as that of Trout Unlimited.

 

Article X

 

Amendments of By-Laws

 

Section 1 – The By-laws may be amended at the Annual Election Meeting, or General   

                   Meeting, upon proper notice being given, by a two-thirds majority vote of

                   those present.

 

Section 2-- Only current members of Trout Unlimited shall be permitted to vote.

 

Section3 – If any amendment of these By-laws is required in order to make them

                 Consistent with the By-laws of Trout Unlimited, a vote of the majority of

                 those present and permitted to vote, shall be sufficient to pass the amendment.

 

 

 

Article XI

 

By-Laws Provisions

 

Section 1 – Any of these By-laws that may be in conflict with the Articles of    Incorporation By-Laws or Policies of Trout Unlimited will be void.

 

 

 

Article XII

 

 

Assets

 

 

Section 1 – No part of the income or net earnings of the Chapter shall inure to the benefit of, or be distributable 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, and reimbursement may be made for expenses incurred for or on behalf of the Chapter by any Officer, Director, Agent, or Employee, Member or any other person or corporation, pursuant to and upon authorization of the Board of Directors); and provided further that no member, director or officer of the Chapter, or any other private individual shall be entitled to share in the Chapter’s funds in any dissolution of the Chapter or otherwise.

 

Section 2--All Chapter expenditures shall be broadly consistent with the mission of

                   Trout Unlimited.

 

 

                                                                  (8)

Section3--The Chapter may not acquire or hold any new interest in real property,

                  including easements, except with the prior written approval from Trout

                  Unlimited.

 

 

Section 4 – No part of the assets of the Chapter shall inure to the benefit of or be

                   distributed to any organization whose income or net earnings or any part

                   thereof inure to the benefit of any private shareholder or any other individual.

 

 

Section 5 – Upon dissolution of the Chapter, all of its assets shall be paid over and/or

                    transferred to the State Council or, if none exists, to Trout Unlimited.  These

                    assets will be held and/or redistributed in consultation with Trout Unlimited.

 

 

Article XIII

 

 

Tax Exemption

 

Section 1 – Notwithstanding any other provision hereof, the Chapter shall not conduct or

                   carry on any activity not permitted to be conducted or carried on by an

                   organization which is tax-exempt under the provisions of Section 501 (c) (3)

                   of the Internal Revenue Code of 1954, as amended from time to  time.

 

 

 

 

Article XIV

 

 

Perpetuity

 

Section 1 – The Chapter shall exist to perpetuity or until dissolved or de-chartered.

 

 

 

 

 

 

 

 

 

 

 

                                                               (9)

 

 

These amended by-laws have been officially adopted by the members of the SOUTHERN NEVADA Chapter of Trout Unlimited on this ______________ day of ______________, 2011.

Signatures of Board of Directors

 

___________________________                       ___________________________

 

___________________________                       ___________________________

 

____________________________                     ___________________________

 

____________________________                     ___________________________

 

____________________________                     ____________________________

 

____________________________                      ___________________________            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                               (10)