OUR BY-LAWS

 Dubuque Fly Fishers Bylaws

ARTICLE I. OFFICIAL NAME

ARTICLE II. OFFICERS

ARTICLE III. PURPOSES

ARTICLE IV. MEMBERSHIP

ARTICLE V. BOARD OF DIRECTORS

ARTICLE VI. OFFICERS

ARTICLE VII. ELECTIONS

ARTICLE VIII. CONTRACTS, LOANS, PAYMENTS AND DEPOSITS

ARTICLE IX. LIMITATION OF ACTIVITIES

ARTICLE X. OFFICIAL PUBLICATION

ARTICLE XI. FISCAL YEAR

ARTICLE XII. SEAL

ARTICLE XIII. AMENDMENTS

ARTICLE XIV. RULES OF ORDER

ARTICLE XV. DISSOLUTION

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.