Dubuque Fly Fishers BylawsARTICLE I. OFFICIAL NAME
ARTICLE I. OFFICIAL NAME
The Name of the organization, incorporated as a non-profit corporation under chapter 504A of the 2003 Code of Iowa, is Dubuque Fly Fishers and is referred to in these bylaws as DFF.
ARTICLE II. OFFICES
The principal office of the corporation shall be located in, or near, the city of Dubuque, Iowa at whichever address is designated by the board of directors from time to time. The registered office of the corporation, as stated in the articles of incorporation, may be, but need not be, identical with the principal office and the registered office may be changed from time to time by the membership of the corporation.
ARTICLE III. PURPOSES
DFF is a membership organization established to: (a) promote fly fishing and associated activities, (b) educate others in the art and joys of fly fishing, (c) work for the preservation, conservation and improvement of those natural resources that are important to fly fishing, (d) enhance fellowship and camaraderie among fly fishers.
ARTICLE IV. MEMBERSHIP
Section 4.1 Qualifications. Membership is open to any individual who subscribes to the purposes of the corporation as stated in Article III above and who pays the designated dues. Membership will not be denied because of race, gender, disability, national origin, religion, sexual orientation or age.
Section 4.2 Dues. Upon the recommendation of the board of directors, dues payments and any special assessments will be designated by a vote of the membership as deemed appropriate from time to time. Dues are payable for each calendar year and are considered delinquent for existing members if not paid by March 1st of that year. New members joining anytime before July 1st are required to pay the full annual dues amount; those joining on or after July 1st are required to pay ½ (50%) of the annual dues. New members shall have membership status only after initial dues are paid.
Section 4.3 Categories of Members. Currently, general membership is the only category of membership. The membership may be divided into such categories and the dues and voting rights may be set for such categories as the membership, upon the recommendation of the board of directors, may provide from time to time
Section 4.4 Meetings. Membership meetings may be scheduled by the board of directors or by the president with the approval of the board of directors. Meetings may be held at any time but will ordinarily be held at least once per month beginning in September and extending through May of the following year and may include club business, educational presentations and events appropriate to the purposes of the corporation. The schedule of meetings, presentations and events will be communicated to the members, as far in advance as is deemed practical, in the DFF newsletter and any other method of communication deemed appropriate by the president or board.
Section 4.5 Voting Rights and Voting. Members shall be entitled to vote on any matter specifically reserved to them in these bylaws. Such votes shall be cast at a membership meeting and the vote of the majority of those members in attendance at such meeting shall be the vote of the membership, except where otherwise provided in these bylaws. Voting by proxy is not permitted.
Section 4.6 Disqualification of Members. Any member who's dues are delinquent is deemed to have lost membership status and, thereby, is disqualified from attending meetings and programs or voting on any business of the corporation and is, likewise, disqualified from being elected to or serving as an officer or member of the board of directors. Payment of dues owed shall immediately return a member to good standing. Any member whose actions are disruptive to the effective functioning of the corporation, after first being given an opportunity to defend him/her self before the board of directors, may be expelled from membership by a majority vote of the whole board of directors.
ARTICLE V. BOARD OF DIRECTORS
Section 5.1 General Powers. The board of directors of the corporation shall direct the ongoing business and affairs of the corporation. Any expenditure of funds for programs, presentations, events, contributions or other DFF activities shall be authorized by the board of directors. Fund raising events or admission fees for specific presentations may be authorized by the board of directors.
Section 5.2 Number. Tenures and Qualifications. The board of directors shall consist of the incumbent officers of the corporation and two non-officer directors. Each non-officer director must be a member in good standing and shall be elected by the membership to serve a term of two years, with one being elected each year so that the two terms are staggered. The term of each non-officer director begins immediately after the meeting at which he/she is elected. There is no limit to the number of terms a member may serve as a non-officer director but a member may not so serve for more than two consecutive full terms. Each officer of the corporation will serve on the board of directors during his/her entire tenure in office. An officer may serve as a non-officer director either immediately before or after his/her term as an officer.
Section 5.3 Meetings. The board of directors shall meet at least once each year and at as many additional times as is deemed necessary to effectively direct the affairs of the corporation. A meeting of the board of directors may be called by either the president or by two board members. When a meeting is called, the president or secretary shall attempt to notify every board member and, if possible, schedule the meeting at a date, time and place that allows all board members to be present at the meeting. Board meetings are open to the general membership.
Section 5.4 Voting Rights and Voting. The board of directors shall have the power to vote on all matters not reserved to the members in these bylaws. Two-thirds (2/3) of the number of the board of directors fixed by Section 5.2 of these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors. The vote of the majority of the board of directors present at a meeting at which a quorum is present shall be the act of the board of directors except where otherwise provided in these bylaws. Voting by proxy is not permitted.
Section 5.5 Vacancies. A vacancy occurring in the term of a non-officer director due to death, resignation, removal, failure to pay dues or otherwise shall be filled by a vote of the membership as soon as is practical, at a scheduled membership meeting in accord with election procedures contained in Article VII of these bylaws. The person so elected shall serve the remaining unexpired term of the vacant position. For officer vacancies see Article VI, section 6.2.
Section 5.6 Removal of Director. Any director may be removed at any time by the affirmative vote of the majority of the whole board of directors at a meeting of the board or by a two-thirds (2/3) majority vote of the members present at a meeting of the members.
Section 5.7 Committees. Committees may be appointed by the board of directors or, with the permission of the board, by the president to perform various tasks as deemed appropriate to serve the purposes of the corporation. Any member in good standing, including any officer or director, may serve on one or more committees. A committee so appointed shall serve under the direction of the president and may continue to function at the discretion of the board of directors.
ARTICLE VI. OFFICERS
Section 6.1 Positions, Tenure and Qualifications. The officers of the corporation shall be a president, a vice president, a secretary and a treasurer. Each incumbent officer is an ex-officio member of the board of directors. Any member who has been a member in good standing for at least one year is eligible to serve as an officer. Each officer shall be elected by the membership at a February election meeting. Each officer shall serve a term of two years, which begins immediately after the meeting in which he/she is elected. The president and vice president shall be elected at the same election meeting and the secretary and treasurer shall be elected the following year so that the terms of the president and vice president are staggered with the terms of the secretary and treasurer. An officer may not succeed him/her self in the same office but may serve a succeeding term in a different office. However, when an individual is elected to serve the remaining term of an officer vacancy that individual shall be eligible for election to the succeeding term in that same office.
Section 6.2 Vacancies. A vacancy occurring in the term of any officer due to death, resignation, removal, failure to pay dues or otherwise shall be filled by a vote of the membership, as soon as is practical, at a scheduled membership meeting in accord with the election procedures contained in Article VII of these bylaws. When a vacancy occurs in the term of the president the incumbent vice president shall perform the duties of president until a new president is elected. When a vacancy occurs in the term of vice president, secretary or treasurer, the president, at his/her discretion, may appoint a member to temporarily perform the duties of the vacant office until a replacement is elected. The member elected to fill an officer vacancy shall serve the remaining unexpired term of the vacant office.
Section 6.3 Removal of an Officer. Any officer may be removed from office at any time by the affirmative vote of the majority of the whole board of directors at a meeting of the board or by a two-thirds (2/3) majority vote of the members present at a meeting of the members.
Section 6.4 President. The president shall be the principal executive officer of the corporation and, in addition to those duties specifically stated in these bylaws, shall, subject to the control of the board of directors, supervise all of the business affairs of the corporation and perform such other duties as may be described by the board of directors from time to time. The president, when present, shall preside at all meetings of the members and the board of directors. Unless otherwise required, upon the authorization of the board of directors, the president is empowered to execute and deliver contracts and other instruments in the name of and on behalf of the corporation. The president or his/her appointee shall represent the DFF on any public issue.
Section 6.5 Vice President. In the absence of the president or in the event that the president is unable to act, the vice president shall perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall also perform other duties as from time to time may be assigned by the president or by the board of directors.
Section 6.6 Secretary. The secretary shall keep minutes of the proceedings at meetings of the members and of the board of directors, be the custodian of the corporate records and, in general, perform all duties incident to the office of secretary. In the absence of both the president and the vice president the secretary shall perform the duties of the president.
Section 6.7 Treasurer. Under the direction of the board of directors, the treasurer shall have charge and custody of all funds and securities of the corporation, receive monies due and payable to the corporation, disperse monies payable by the corporation, maintain banking and security accounts as may be directed by the board of directors from time to time, maintain a current membership roster, and, in general, perform all duties incident to the office of treasurer.
ARTICLE VII. ELECTIONS
Section 7.1 Elected Positions. The elected positions include the four officers, who are also ex-officio members of the board of directors, and two non-officer board members.
Section 7.2 Election Procedure. Elections will be held at a February meeting for those positions with terms expiring at that time. The winner will be declared by a simple majority of the members present at the meeting and shall assume the elected position immediately after the meeting. An election may be held at any scheduled meeting to fill a vacancy in a position occurring prior to the end of the term of that position. Voting shall be by individuals and proxies will not be allowed.
Section 7.3 Nominating Procedures. The board of directors shall appoint a nominating committee charged with selecting nominees to be presented at a January meeting for election to those positions with terms expiring at the following February election meeting. The nominating committee shall be appointed at least one month prior to the January meeting and shall consist of three members, only one of whom may be from the board of directors. Nominations may also be made from the floor with prior consent of the nominee and such nominations require a second from the floor.
Section 7.4 Position Vacancy. When a vacancy occurs in a position prior to the end of the term of that position, the board of directors shall select a nominee to be presented, as soon as is practical, at a membership meeting for election to complete the term of the vacant position. Presentation of the nominee at a prior meeting is not required. Nominations, duly seconded, may also be made from the floor.
ARTICLE VIII. CONTRACTS, LOANS, PAYMENTS AND DEPOSITS
Section 8.1 Contracts. Unless otherwise required, upon the authorization of the board of directors, the president is empowered to execute and deliver contracts and other instruments in the name of and on behalf of the corporation.
Section 8.2 Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a vote of the membership.
Section 8.3 Payments. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, or committee member or members as shall be determined from time to time by the board of directors. No part of the income of the corporation shall inure to the benefit of or be distributable to its members, board members, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments and distributions in furtherance of the purposes set forth in Article III of these bylaws.
Section 8.4 Deposits. Funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. The board of directors may authorize the placement of funds in excess of the working needs of the corporation in U.S. government securities, U.S. government insured securities or a money market fund designated by the board of directors.
ARTICLE IX. LIMITATION OF ACTIVITIES
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE X. OFFICIAL PUBLICATION
An official newsletter of the corporation shall be published and shall be mailed to each member at the last known address of that member. The publication shall be edited by a person or persons appointed by the board of directors and shall include a schedule of DFF meetings and activities, notices pertaining to any other DFF business and, at the editor's discretion, articles and items of information and interest appropriate to the purposes of the DFF
ARTICLE XI. FISCAL YEARh
The fiscal year of the corporation shall be the calendar year and, therefore, shall end on the last day of December of each year.
ARTICLE XII. SEAL
The corporation shall have no corporate seal.
ARTICLE XIII. AMENDMENTS
These bylaws may be amended by the vote of not less than two-thirds (2/3) of the members present at any regular membership meeting after the proposed amendments have been submitted by the board of directors to the members at the preceding meeting.
ARTICLE XIV. RULES OF ORDER
Meetings of the DFF shall function under "Roberts Rules of Order, Revised."
ARTICLE XV. DISSOLUTION
In the event of dissolution of the DFF, all outstanding bills and expenses will be paid. The remainder of the money in the DFF accounts shall be dispersed, as set forth in the Articles of Incorporation of the DFF. The dispersal will not be made until all outstanding checks, if any, have cleared the checking account.