EAST JERSEY CHAPTER TROUT UNLIMITED BY-LAW Adopted April 11, 2007
ARTICLE I
Section 1:
The name of the organization shall be East Jersey Chapter, Trout Unlimited.
Section 2:
The chapter shall be incorporated and operate as a non profit, non political and non-sectarian organization to conserve, protect and restore North America's native and wild trout and salmon.
Section 3:
The chapter roster shall be as currently listed by national Trout Unlimited for chapter 091.
Members in good standing shall be those members currently listed on the chapter roster who are not in arrears.
Section 4:
The aims and activities of this chapter will be consistent with those of Trout Unlimited.
ARTICLE II
Section 1:
The Board of Directors shall designate a place and time in the month of January as an annual meeting of this organization. It shall be the duty of the Secretary to ensure that
notice of each annual meeting
be sent to each member of record at least thirty (30) days immediately preceding said meeting. A failure of such notification or any irregularity in the same, shall not affect the validity of any such annual meeting, or
proceedings at such meeting, that are agreed upon by a majority of the members in good standing
present at the meeting, but a minimum of 25.
Section 2:
Special meetings of the members may be called upon request by a majority vote of the Board of Directors or upon demand in writing by not less than one half of the members in good standing
The Secretary will notify the membership as to the date, time, and objectives of such meeting at least thirty (30) days prior to the scheduled meeting date. If all members waive notice of such meetings, no notice shall be required. When all the members shall meet in person or by proxy, such meetings shall be valid for all purposes, without call or notice, and only proper action may be taken.
Section 3:
Regular monthly meetings shall be held at a time and place determined by the membership or Board of Directors.
Section 4:
At any annual, monthly, or special meeting of the members, it is required that a majority of those presentand/or represented by proxy, but a minimum of 25, shall be members in good standing in order to constitute a quorum of the members for all purposes.
Section 5:
At each Annual or Special meeting of the members, each member shall be entitled to vote in person or by proxy. The vote to elect directors, and for any question before a meeting, shall be by acclamation, unless a majority of members present and entitled to vote shall demand that the voting be held by ballot.
Section 6:
At each ">Annual or Special meeting of the members, a true and complete alphabetical list of all the members entitled to vote at such meeting, certified by the membership secretary, shall be present. Only the persons appearing on such list shall be entitled to vote.
Section 7:
The chapter shall conduct its activities in general accord and harmony with the by laws of the parent organization and its own by laws. Foremost among its aims and purposes shall be the support of the parent organization in its credo as set forth in its statement of philosophy, policy and objectives.
ARTICLE III
Section 1:
The property and affairs of the chapter shall be managed and controlled by a Board of Directors composed of a minimum of six (6) elected members and the executive officers as hereinafter provided, The full Board of Directors shall be composed of a minimum of six elected members, the executive officers and the immediate past president, if and when such officer exists. Members of the Board of Directors shall be chosen from the qualified membership at the annual meeting. The aforesaid members of the Board of Directors shall be elected by a direct vote of the members of this chapter. If the office of any Director, the First Vice President or Second Vice President or Secretary or Membership Secretary or Treasurer is vacant by reason of death, resignation, disqualification or otherwise, his successor shall be elected by a direct vote of the Directors and such successor shall hold office for the un-expired term.
Section 2:
The Board of Directors as constituted at any annual meeting of the membership shall meet for the transaction of such business as may arise. The regular meetings of the Directors shall be held at a time and a place as the Board of Directors shall decide. Special meetings of the Board may be called by the President on ten (10) days notice to each Director. If all Directors waive notice of special meeting, such a meeting shall be valid.
Section 3:
Not less than six (6) directors (including a chairman) shall be necessary to constitute a quorum of the Board for the transaction of business. Any Director, excepting as to the executive officers, who shall be absent from three (3) consecutive meetings of the Board of Directors shall stand to be removed unless such action is excused by formal resolution of the board. A warning notice may be sent to such absent Director after the second consecutive absence to the effect that a third consecutive absence could result in automatic removal.
Section 4:
The President shall serve as Chairman of the Board of Directors, and in his absence the First Vice President shall serve, and in his absence the Second Vice President shall serve.
ARTICLE IV
Section 1:
The executive officers of the chapter shall be a President, a First Vice President, a Second Vice President, a Secretary, a Membership Secretary, and a Treasurer, all of whom shall be members of the Board of Directors and such nominations shall be announced at the regular annual membership meeting. These by laws contain a provision for a Nominating Committee (Article IX, Section 3) which recommends candidates for directors to the Board. If a member wishes to be considered as a nominee for director, he shall contact the President who will submit his name to the Nominating Committee for such consideration. However, at any annual membership meeting, after the presentation of the Board nominees, not more that two (2) nominations may then be accepted from any member(s) in good standing in attendance. Such nominations from the floor must be seconded by five (5) other members in good standing. The name(s) of such nominated member(s) will then be placed in front of the assembled membership and thereupon put to a vote separate and apart from the vote for the Board nominees. To be elected, the Board nominees and the floor nominee(s) must win approval of a majority of such members in good standing in attendance.
Section 2:
If an executive office, other than the Presidency, becomes or is vacant by reason of death, disqualification or otherwise, a successor shall be elected by the Board of Directors, as previously provided.
Section 3:
The Board of Directors may appoint such other special 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 special office.
Section 4:
The President shall be the chief executive officer of the Chapter. He shall have the general and active management of the business and affairs of the chapter. With the Secretary or the Treasurer he 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. He shall have the general supervision and direction of all the other officers of the chapter, and shall see that their duties are properly performed. He shall report to the Directors all matters within his knowledge and which the interest of the chapter may require to be brought to their notice. He shall do and perform other such duties as from time to time may be assigned to him by the Board of Directors. The term of office of President shall be two years and shall not be held by one person for more than six years in succession.
Section 5:
The First Vice President shall preside at any meeting of the members from which the President may be absent, and shall serve as Chairman of the Board of Directors in the absence of the President. The term of office of the First Vice President shall be two years and shall not be held by any one person for more than six years in succession. The Second Vice President shall preside at any meeting from which the President and the First Vice President may be absent, and shall serve as Chairman of the Board of Directors in the absence of the President and the First Vice President. The term of office of Second Vice President shall be two years and shall not be held by any one person for more than six years in succession.
Section 6:
The Treasurer shall have custody of all funds and securities of the chapter. With the President, he 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 shall endorse on behalf of the chapter for collection, all checks, notes, 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 the disbursement of funds of the chapter shall be signed by any two executive officers as designated by the Board. The Treasurer 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 this cash account. Such records shall also be available to any member in good standing provided reasonable notice is given of the intent of such member to examine these records. An audit may be directed at any such time as the Board of Directors shall require.
Section 7:
The Treasurer shall, if required by the Board of Directors, cause to be executed and filed 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 or member in good standing upon application, and shall perform generally all the duties pertaining to the offices of Treasurer of a chapter subject to the control of the Board of Directors. The office of Treasurer shall not be held by one person for more than six years in succession, except as approved by the Board of Directors.
Section 8:
The Secretary shall keep the minutes of all meetings of the Board of Directors and the membership. The Secretary shall be the custodian of the corporate seal, if such exists, and all records, papers, files and books of the chapter The Secretary shall attend to the giving and the serving of all notice of the chapter, affix the seal, if such exists, to all documents to which it should be attached, and attest the same when necessary. With the President, The Secretary 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. The office of Secretary shall not be held by one person for more than three years in succession, except as approved by the Board of Directors.
Section 9:
The Membership Secretary shall maintain the membership records, chapter mailing list and membership renewal records. He may delegate these responsibilities to a Membership Recorder of his choice provided a majority of the Board of Directors concurs. The office of Membership Secretary shall not be held by one person for more that three years in succession, except as approved by the Board of Directors.
ARTICLE V
Section 1:
Until otherwise decided, the chapter emblem shall be the Trout Unlimited design.
ARTICLE VI
Section 1:
Any person in 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 East Jersey Chapter, Trout Unlimited. An applicant may be considered through the sponsorship of another member or by applying in writing.
Section 2:
A member may be expelled from membership in the chapter by vote of two thirds of the members in good standing for any cause whatever, but only after full and open discussion of such cause. After a 30 day written warning notice a member may be temporarily suspended from membership by unanimous vote of the Board of Directors should the conduct of such member be such as to be or likely to be tending to operate of result injuriously to this chapter and its members. Such temporary suspension by the Board of Directors must be reviewed by the membership at the next regular meeting of the chapter, at which time the suspended member shall be reinstated or expelled by a two thirds vote of the members in good standing present at the meeting, but a minimum of 25.
ARTICLE VII
Section 1:
All monies or other assets coming into or belonging to this chapter whether from fees, contributions, or otherwise, shall be used only for the purposes of promoting, developing, and advancing the purposes for which this chapter is created, less necessary operating and other actual expenses.
Section 2:
No officer or Director shall receive, be paid, or charge any salary as such. Expenses of executive officers and Directors incident to activities on behalf of the chapter may be paid at the direction of the Board of Directors.
Section 3:
All property, real, personal and mixed, which the chapter shall ever receive shall be used exclusively for educational, recreational 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 chapter shall inure to the benefit of any private member or individual.
ARTICLE VIII
Section 1:
The by laws of this chapter may be added to, amended or repealed in whole or in part by a majority vote of the members in good standing present at any annual meeting 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 each member of record in good standing at least thirty (30) days preceding such meeting of the members.
ARTICLE IX
Section 1:
The Board of Directors may authorize the creation of an executive committee composed of the President, First Vice President, Second Vice President, Secretary, and Treasurer , to act with the authority of the Board of Directors between regular meetings of the Board of Directors for special situations requiring immediate attention, to be decided on by the President. All actions taken must be presented to the Board of Directors at the next meeting thereof.
Section 2:
The East Jersey Conservation Committee was established by the Board of Directors in 1991. The Committee’s purpose is to identify and address conservation issues of importance to the chapter and to report their findings to the Board of Directors and membership. The Conservation Committee shall meet regularly at a time and place determined by the Committee Chairman and all chapter members are encouraged to attend. The Conservation Chairman shall be a board member and report to the Board of Directors at its monthly meetings. The Chairman shall appoint the conservation committee members with the approval of the board. All activities of the conservation committee will be approved by the Board of Directors.
Section 3:
The Nominating Committee shall be composed of a Chairman, selected by the President, the chapter’s immediate past President, a director to be chosen by the chairman and a member chosen by the President. The purpose of the Nominating Committee is to study the qualifications of potential nominees to the Board and the proposed executive officers and submit its recommendations for these positions to the Board of Directors.
ARTICLE X
Section 1:
At all times when the organization as a whole or any part thereof, including meetings of
the Board of Directors, the Executive Board, or committees, is duly and formally
convened for the purpose of deliberation and transaction of business, The Robert's
Rules of Order and Procedure shall govern the meetings, as the case may be, on all
matters relating to order and procedure, including nominations and elections.
ARTICLE XI
Section 1:
Upon dissolution or other termination of the Corporation, no part of the property of the Corporation or any of the proceeds shall be distributed to or inure to the benefit of any members, trustees or officers of the Corporation, but all such property and proceeds shall be distributed to an organization designated by the Directors, which qualifies as an organization exempt under Section 501 (c) (3) of the Internal Revenue Code, or similar provision of such code.
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