NPTU's Bylaws

BYLAWS September 2009

TROUT UNLIMITED CHAPTER BYLAWS

Naugatuck Pomperaug #281

Article I. Organization and Purposes

Section 1. The name of the organization shall be Naugatuck Pomperaug Chapter#281, Trout Unlimited, hereinafter referred to as the “Chapter”.

Section 2. The purpose of the Chapter shall be to conserve, protect and restore cold water 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.

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 purpose set forth in Section 2.

Section 6. The Chapter shall conduct the activities described as? core chapter functions? in the Trout Unlimited Chapter/Council Handbook, as such handbook may be amended from time to time.

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 the individual resides in the Chapter’s geographical area. Nothing, however, shall restrict an individual from a different area from becoming a member of the 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 must be sent to all members as a matter of right. Members of the Chapter shall enjoy all the rights and privileges of membership in the Chapter.

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

Article III. Officers and Duties

Section 1. The executive officers of this organization shall be: a President, A Vice President, 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 as the annual membership meeting.

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 general executive office; and shall be an 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 Treasurer shall have custody of all funds. The custody of chapter property shall be as per the board. The President, or Treasurer, 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, 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. 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. Any payments over $1,000.00 will require 2 signatures of the executive board members.

Section 5. 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/she shall at all reasonable times exhibit his/her books, records and accounts to any Director upon application, and shall perform generally all the duties appertaining to the offices of Treasurer and Secretary of a Chapter to the control of the Board of Directors.

Section 6. The Secretary shall keep the minutes of all meetings of the Board of Directors and the membership. He/she shall keep an accurate and current record of all memberships. He/she shall be a custodian of the corporate seal and all records, papers, files and books of the Chapter. Except when necessary for the purpose of meetings he/she shall not disclose, transfer, sell, barter, or lease to any person the names or addresses of the members or the membership list. He/shall attend to the giving and serving of all notices of the chapter and affix the seal to documents which it should be attached.

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 and be non-voting.

Article IV. Election, Term, Vacancy, Termination

Section 1. The President shall be elected by a vote of the membership at the Annual Meeting of the Chapter for a two-year term, and the President shall be eligible for successive terms.

Section 2. All other officers shall be elected by a vote of the membership at the Annual Meeting of the chapter for a one-year term and said officers shall be eligible to serve consecutive one-year terms.

Section 3. The term of office of all elected officers, except the President, shall be one (1) year. All officers will serve until the next election.

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, and no member shall hold more than one (1) office at any 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 annual Meeting. Nothing, however, will deny nominations from being made from the floor during the Annual Meeting.

Section 7. An officer may be terminated for just cause by a two thirds (66%) vote of the entire Board of Directors.

Article V. Board of Directors

Section 1. The Board of Directors shall consist of the officers listed in Article III above and an unlimited number of Naugatuck Pomperaug members from the general membership wishing to serve in capacities necessary to chapter function and voted onto the Board by majority vote of the Board. The nonofficer members of the Board of Directors will have voting rights on the Board as long as they serve the chapter in the capacity designated by the President or majority vote of the Board of Directors and attend board meetings as required to serve that capacity adequately as determined by the Board of Directors.

Section 2. The Board of Directors shall be responsible for the general supervision of the Chapter’s affairs.

Section 3. The Board of Directors shall meet on a regular basis. Special meeting may be called by the President or upon the request of at least four members (4) of the Board.

Section 4. Five (5) members of the Board of Directors shall constitute a quorum and a majority vote of those present is required. The board shall not exceed 11 members nor be less than 7. The present board shall be grandfathered in until they resign or are removed from the board for some other reason and shall not affect the total allowed board members.

Section 5. Notice of any special meeting must be given in writing at least 2days (24hrs) in advance by phone or e-mail notice, with the exception of an emergency meeting if a quorum is possible.

Section 6. The Board of Directors may create additional elected offices should it deem it necessary.

Section 7. Forced termination of a Board Member (non-officer) will require a two thirds (66%) vote of the entire Board and a statement of just cause made available to the general membership. Adopted October__ __,2009

Article VI. Committees

Section 1. The following functions should be represented by committees:

A. Communications - internal and external [Some chapters call this “Information and Education.”], communicate with the chapter membership and the outside world, including the national Office.

B. Membership - oversee 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. Financial Development/Auction - build the fund-raising capability of the Chapter so that there is sufficient funding for the Chapter’s activities and projects.

D. Programs

E. NH TU Council Liaison

F. Bylaws

G. Newsletter

H. Stocking

Section 2. Special committees may be appointed, or disbanded, 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, and should include other Board members, and members of the general membership, as well as outside consultants, as the situation calls for.

Article VII. Membership Meetings

Section 1. The Annual Meeting of the Chapter shall be held in the October 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 Meeting must be sent to each member at least thirty (30) days in advance. Notice must include the time, place and agenda of the annual Meeting including the slate of officers nominated by the Nominating Committee.

Section 3. The Chapter shall hold regular monthly meetings (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 Directors 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 Meeting or any special meeting. A majority vote of those present is controlling.

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 place

C. Activity report

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

Section 2. The annual report shall be submitted no later than November 1st. of each year.

Section 3. Chapter recognition in awards programs conducted by Trout Unlimited shall be contingent upon receipt of the Chapter’s Annual Report by the Council Chairperson 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 recommendation of the Council Chairperson 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 Chapters charter with due cause and must deliberate and decide upon these sanctions upon the joint recommendation of the respective Council Chairperson and the Regional Vice President.

Article IX. Fiscal Year

Section 1. The Chapters fiscal year shall be October 1 through September 30. Article X. Amendment of By-Laws

Section 2. The By-Laws may be amended at the Annual Meeting, upon proper notice given, by a majority vote of those present.

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 insure 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, and reimbursement may be made for any 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 Chapters funds or property in any dissolution of the chapter or otherwise. or for the Chapter in effecting one or more of its purposes, and reimbursement may be made for any 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 Chapters funds or property in any dissolution of the chapter or otherwise.

Section 2. No part of the assets of the Chapter shall inure to the benefit 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 3. Upon dissolution of the Chapter, all of its assets shall be paid over or transferred to the State Council or, if none exists, to Trout Unlimited.

Article XIII. Tax Exemption

Section 1. Notwithstanding any other provision hereof, the Chapter shall not conduct or carry on any activities not permitted to be conducted or carries 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 in perpetuity or until dissolved or dechartered.

These By-Laws have been officially adopted by the founding members of the Naugatuck Pomperaug Chapter #281 of Trout Unlimited on this __________________day of September 2009. Signed by the board of directors herein:

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A copy of the bylaws will be kept on file by the secretary of the chapter and e-mailed to all the members with legal record by:

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