KVCTU Bylaws

BYLAWS OF
KALAMAZOO VALLEY CHAPTER, TROUT UNLIMITED
A MICHIGAN NONPROFIT CORPORATION

ARTICLE I
ORGANIZATION, PURPOSES AND OFFICES

Section 1: The name of the organization shall be Kalamazoo Valley Chapter , Trout Unlimited, hereafter referred to as the “Chapter” or the “Corporation”.

Section 2: The Corporation is organized to engage in any activity in connection with the following within the lawful business purposes for which nonprofit corporations may be organized under the Michigan Nonprofit Corporation Act, and in particular:

A. The Corporation shall be a nonprofit, nonpolitical, and nonsectarian organization to conserve and preserve the trout as a game fish, to promote trout angling in a sportsmanlike manner, and to work with and encourage constituted authorities and other conservation organizations to those ends through scientific yet practical trout management; through land, water, and watershed management to provide desirable food and habitat; through fishing regulations to preserve and increase the trout populations; and through dissemination of full and accurate information to the members and general public.
B. The Corporation shall neither promote nor oppose the candidacy of any person seeking public office. No substantial part of its activities shall be carrying on propaganda, or otherwise attempting to influence legislation. The Corporation will further conduct its activities in such a manner so as to insure its status as a bona fide nonprofit organization.
C. The purpose or purposes of the Corporation shall be exclusively charitable, scientific and educational within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as currently in effect or as the same may be amended or replaced from time to time (the “Code”).
D. The Corporation is intended to be, and shall be operated and conducted as, an organization which is exempt from federal income taxation under Code Section 501(c)(3).
E. The Corporation is not organized for pecuniary profit. No part of the net earnings of the Corporation shall inure to the benefit of its directors, officers, members, shareholders or other private individuals, except that the Corporation may pay reasonable compensation for services rendered, and make payments and distributions in furtherance of its charitable purposes as set forth herein.

Section 3: The Chapter is a subsidiary organization under authority of Trout Unlimited, 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 Bylaws of Trout Unlimited. The Chapter acknowledges 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. It is not the intent of these Bylaws to contradict the Bylaws of Trout Unlimited. In the event of such contradiction, the Bylaws of Trout Unlimited shall prevail.

Section 4: The registered office of the Corporation shall be located at the address specified in the Articles of Incorporation or at such other place as may be determined by the Board of Directors if notice thereof is filed with the State of Michigan. The business of the Corporation may be transacted at such locations other than the registered office within or outside the State of Michigan as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II
MEMBERS

Section 1: Any man, woman or child who is interested in the activities of Trout Unlimited is eligible for membership. An applicant may be considered through the sponsorship of a member in good standing or through written application to the Chapter or 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 the Chapter so long as his/her dues are current with Trout Unlimited.

Section 3: Payment of annual dues to Trout Unlimited is the only requirement of membership into Trout Unlimited and the Chapter and therefore, separate Chapter dues or fees are prohibited. Newsletters must be sent to all members as a matter of right.

Section 4: The Bylaws of Trout Unlimited govern the suspension or expulsion of members.

Section 5: Voting members shall be defined as members whose dues are currently in force at the time of membership.

Section 6: The annual meeting of the Chapter shall be held at a time and place designated by the Board of Directors, sometimes hereafter referred to as the “Board”. It shall be the duty of the Secretary or other designee of the President to cause written notice of each annual meeting to be mailed to each of the members at least (7) days preceding such meeting. Provided however, that failure to mail such notice, or any irregularity in the same shall not affect the validity of any such meeting.

Section 7: Special meetings of the members may be called upon written request by a majority vote of the Board or upon demand in writing signed by not less than one-half of all members in good standing; by mailing a notice by the Secretary or other designee of the President indicating the object thereof at least seven (7) days prior to such meeting to each member of record. Provided however, if all members waive notice of such meeting, no notice shall be required, and such meeting shall be valid for all purposes.

Section 8: Regular scheduled meetings shall be held at times and places as determined by the Board.

Section 9: At any meeting of the members, a majority of those in good standing who are present or represented by proxy shall constitute a quorum.

Section 10: At each meeting of the members, every member shall be entitled to one vote, in person or by written proxy. The vote for any question before the Chapter shall be by acclamation unless a majority of voting members present demand such voting be by ballot.

Section 11: At each meeting of the members, a true and complete list of all voting members, certified by the chairman of the membership/public relations committee, shall be present. Only those persons appearing on such list shall be entitled to vote.

ARTICLE III
DIRECTORS

Section 1: The property and affairs of the Chapter shall be managed and controlled by a Board of Directors composed of twelve (12) elected members, the four (4) executive officers, the immediate past president, and the Slack Lines Editor, comprising a Board of eighteen voting members. At each annual meeting, there shall be elected from the qualified membership, six (6) persons to serve as members of the Board, whose terms shall expire at the end of two years. It is expressly provided that a year is the year between regular annual meetings. If the position of any Director becomes vacant for any reason, his or her successor shall be elected by the board and shall hold the position for the unexpired term. The Board my, by majority vote, elect persons designated as Special Advisors to serve two (2) year terms, or until the annual meeting of the second term hence, whichever occurs first. Such persons shall be entitled to all privileges of the Board except the privilege of voting unless by proxy from a Board member not otherwise voting. A Special Advisor need not be a member of the Chapter or Trout Unlimited.

Section 2: The regular meetings of the Board shall be held at such times and places as the Board determines. Special meetings of the Board may be called by the President upon seven (7) days notice, mailed or delivered to each Board member. Emergency meetings of the Board may be called by the President without said notice provided a reasonable attempt is made to contact each Director, and a quorum is present at said meeting. If all Directors waive notice of such meeting, such meeting shall be valid for all purposes.

Section 3: Not less than a majority of the Directors shall be necessary to constitute a quorum of the Board.

Section 4: Any Director, excepting the Executive Officers, who are absent from three (3) consecutive Board meetings shall stand removed unless such absence is excused by formal action of the Board.

Section 5: The President shall serve as Chairman of the Board. In his absence the Vice-President shall serve, and in his absence any other Director selected by the Board.

ARTICLE IV
OFFICERS

Section 1: The Executive Officers of the Chapter shall be a President, a Vice-President, a Secretary, and a Treasurer. The Executive Officers shall be nominated and elected by direct vote of the members in good standing at each annual meeting. The Board shall be permitted to recommend a slate of officers for consideration.

Section 2: If any Executive Officer other than the office of President becomes vacant by any means, a successor shall be elected by the Board to hold that office for the unexpired term.

Section 3: By majority vote, the Board may appoint subordinate officers who shall have such authority and perform such duties as directed by the Board. The Board may leave any such office vacant for any period of time. Under this authority, the Board may select an executive director to have active charge of the business of the Chapter under the discretion of the President and the Board.

Section 4: The President shall be chief executive officer of the Chapter and have the general and active management of the business affairs of the Chapter. With the Treasurer, the President may execute in the name of the Chapter all contracts, agreements, and other obligations of the Chapter, subject to Board approval. The President shall have the general supervision and direction of all other officers and shall see that their duties are properly performed. The President shall submit a report of Chapter operations to the members at each annual meeting, and from time to time report to the Board all matters within his knowledge which the interest of the Chapter may require. The President shall serve as chairman of the Steering Committee, and also perform such duties as may be assigned him by the Board. The President shall have authority to spend, at his or her sole discretion, an amount of money determined from time to time by the Board, for the benefit of the Chapter.

Section 5: The Vice-President shall preside at any meeting that the President is absent, and serves as Chairman of the Board in the absence of the President. In the event the office of President becomes vacant for any reason, the Vice-President shall become President and serve as such for the unexpired term. The Vice President may perform any of the duties of the President when directed to do so by the Board. The Vice President shall serve as Chairman of the Banquet Committee, with full responsibility for the planning of each Annual Conservation Banquet.

Section 6: The Treasurer shall have custody of all funds and securities of the Chapter. With the President, the Treasurer may sign and execute in the name of the Chapter, all contracts, agreements, and other obligations of the Chapter, subject to Board approval. When necessary and proper, the Treasurer shall endorse on behalf of the Chapter for collection, all checks, notes, drafts, and other obligations and shall deposit same to credit of the Chapter in such bank or banks that the Board may designate. All checks or warrants for the disbursement of funds of the Chapter shall be signed by the President or the Treasurer. The Treasurer shall keep a full and accurate accounting of all monies received and paid on account of the Chapter, and render a current statement of any or all accounts of the Chapter whenever requested by the President or the Board. The Treasurer shall, unless otherwise determined by the Board, cause to be executed and filed with the President, a bond in an amount to be determined from time to time by the Board. The Treasurer shall, within a reasonable time, exhibit the books, records, and accounts to any Director upon application. The Treasurer shall be responsible for the Chapter Patron Program and may delegate this authority to any member in good standing, subject to approval of the Board.
Section 7: The Secretary will prepare and/or respond to all correspondence as may be assigned by the Board, President, or Vice-President, and furnish within a reasonable time, copies of such to the President and Vice-President. The Secretary will not render opinions or policy statements without prior approval of the Board or Executive Committee. The Secretary shall attend to the giving and serving all notices of the Chapter. The Secretary shall record the minutes of all meetings, and provide a written copy to all directors within a reasonable time.

Section 8: In the event that an Officer or Director fails to properly or prudently discharge his duties in accordance with these Bylaws, the Board, by two thirds vote of the members present, may remove such person from office or position, provided that the person against whom such action was taken is notified by the President, or Vice-President if such action is against the President, in writing at least thirty (30) days prior to such action. The vacated position shall be filled in accordance with the Bylaws.

ARTICLE V
COMMITTEES

Section 1: The Chapter shall maintain ten (10) standing committees that shall perform various duties as directed by the Board. A Chairman shall preside over each committee and report its activities to the Board at each regular Board Meeting. Except as provided herein, the committee chairman, who must be a member of the Board, shall be appointed by the President. The Board may, from time to time, establish other special committees at its discretion.

Section 2: The Steering Committee shall have the sole responsibility of creating, evaluating, and reviewing the Chapter’s long range goals. It shall consist of all Committee Chairman, the Past President, and be chaired by the President.

Section 3: The Banquet Committee shall be responsible for planning and implementing the Annual Conservation Banquet. It shall be chaired by the Vice-President.

Section 4: The Membership Committee shall be responsible for attracting new members and retaining current members. The Chairman shall keep an accurate list of all Chapter members and not disclose such list, in whole or part, to any person or organization without approval of the Board.

Section 5: The Fund Development Committee is responsible for creating and instituting the fund raising activities of the Chapter.

Section 6: The Activities Committee shall be responsible for planning activities affecting the Chapter and general public. These activities include meeting programs, Chapter outings, mall events, clinics, and other activities directed by the Board.

Section 7: The Public Relations Committee shall work to promote the Chapter within the community and keep the general public informed of Chapter activities.

Section 8: The Environmental Resource Committee is responsible for Stream Improvement projects and evolution of cold water fishery issues affecting the Chapter.

Section 9: The Disborough Committee is responsible for promoting, monitoring, reviewing recommending applications for the Disborough Scholarship.

Section 10: The Youth Committee is responsible for attracting, educating and developing young members and coordinating all youth activities within the Chapter.

Section 11: The Weber Committee is responsible for the promoting, monitoring, and reviewing applications, and making recommendations for disbursement of the Stanley Weber Projects Fund.

ARTICLE VI
NEWSLETTER

Section 1: The Chapter shall publish a regular newsletter, to be known as SLACK LINES. Responsibility for publication shall rest with the Editor, who shall be appointed by the President, subject to Board approval.

ARTICLE VII
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 the following:

A. Financial Report
B. The Action Plan (goals and objectives of the Chapter)
C. The Activity Report (evaluation of the Chapter’s accomplishments against the previous year’s Action Plan)

The Chapter will be provided the reporting form for these reports by Trout Unlimited in order to simplify the reporting task.

Section 2: The Annual Report shall be submitted to Trout Unlimited no later than March 15 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 Chairman, and the Regional Vice President. Awards shall be based upon the level of achievement within the framework of the accomplishments documented in the annual reports and nominations shall be based upon the joint recommendation of the Council Chairman and the Regional Vice President to the Awards Committee.

Section 4: The National Board of Directors may authorize exclusion of chapters from national programs, withholding of rebates, revocation of the Chapter’s charter with due cause and must deliberate and decide upon these sanctions upon the joint recommendation of the respective Council Chairman and the Regional Vice President.

ARTICLE IX
DIRECTOR LIABILITY

Section 1: No volunteer director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of the “volunteer director’s fiduciary duty”; provided however, that nothing in ARTICLE VII of the Articles of Incorporation shall be construed to eliminate or limit the personal liability of a volunteer director of the Corporation for: (i) a breach of the volunteer director’s duty of loyalty to the Corporation; (ii) acts or omissions either not in good faith or that involve intentional misconduct or knowing violation of law; (iii) a violation of Section 55(1) of the Michigan Nonprofit Corporation Act; (iv) a transaction from which the volunteer director derives an improper (under law) personal benefit; (v) an act or omission occurring prior to the effective date of this ARTICLE VII; and/or (vi) an act or omission that is grossly negligent.

Any repeal or modification of ARTICLE VII of the Articles of Incorporation shall not adversely affect any right or protection of any volunteer director of the Corporation pursuant to this ARTICLE VII of the Articles of Incorporation existing at the time of, or for or with respect to, any acts or omissions occurring before the effective date of such repeal or modification.

The Corporation hereby assumes any and all personal liability of any volunteer director of the Corporation to any person other than the Corporation for monetary damages for all acts or omissions of the volunteer director occurring on or after the effective date of ARTICLE VII of the Articles of Incorporation.

ARTICLE X
MISCELLANEOUS

Section 1: The fiscal year of this corporation shall be fixed by resolution of the Board of Directors.

Section 2: Whenever any written notice is required to be given under the provisions of any law, the Articles of Incorporation, or by these Bylaws, it shall not be construed or interpreted to mean personal notice, unless expressly so stated, and any notice so required shall be deemed to be sufficient if given in writing, by mail, by depositing the same in a Post Office box, postage prepaid, addressed to the person entitled thereto at his or her address as it appears in the records of the Corporation. Such notice shall be deemed to have been given at the time and on the day of such mailing. Directors not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provide by law or these Bylaws.

Section 3: Whenever any notice is required to be given under the provisions of any law, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 4: At all times the Chapter is formally convened in whole or part for the purpose of deliberation of business, the Roberts Rules of Order and Procedure shall govern the meeting and all matters relating to order and procedure, including nominations and elections.

Section 5: No officer, Director, or member shall receive compensation for services rendered. Expenses of such persons performing authorized services on behalf of the Chapter may seek reimbursement for actual and reasonable expenses incurred, which shall be paid upon approval of the Board.

ARTICLE XI
AMENDMENT OF BYLAWS

Section 1: The Bylaws of the Chapter may be amended in whole or part by a majority vote of the members in good standing at any regular or special meeting provided that at least thirty(30) days written notice of such changes is given to each member of record. Or the same may be amended in whole or part at any regular or special meeting without such notice by affirmative vote of at least two-thirds of the qualified members present.

These Bylaws reflect the amendment and restatement made in 1995, the December 18, 1997 amendment and the December 16, 1999 amendment.