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| Constitution And By-Laws Of the Housatonic Fly Fishermen’s Association Inc. **Adopted 11/1/05 Table of Contents Page Forward 1 Article I Name 2 Article II Objectives 2 Article III Officers 2 Article IV President 4 Article V Vice Presidents 4 Article VI Secretary 4 Article VII Treasurer 5 Article VIII Board Of Directors 5 Article IX Committees 6 Article X Membership 6 Article XI Meetings 7 Article XII Association Property & Assets 8 Article XIII Amendments To The Constitution 9 And By-Laws Article XIV Payment Of Bills 9 Article XV Meeting Procedure 9 Date of Amendments 10 Page 1 Forward These By-Laws provide the basic structure for the operation of the HFFA. They are designed to enable the HFFA to conduct its business in the most expeditious and just manner and, accordingly, must be changed as necessary to reflect activities, objectives and structure. As a member of the HFFA you have a responsibility to be familiar with the By-Laws and to be certain that all club business is conducted in accordance with these By-Laws. Constitution and By-Laws Of the Housatonic Fly Fisherman’s Association Inc. Article I Name Section 1. This Association shall be called the HOUSATONIC FLY FISHERMEN’S ASSOCIATION INC., also known as the H.F.F.A. Article II Objectives Section 1. Having a strong and abiding interest in the Housatonic River and its continued existence as a famous trout stream, we are united to preserve and protect that fishery. We unite to promote good fellowship, to further the art and skills of fly fishing, and to aid in the formulation and establishment of sound policies to conserve, restore and protect the Housatonic River for this and future generations. Furthermore, the H.F.F.A. supports and seeks to enhance those local, state, and federal laws, policies and regulations, which protect the river; inhibit and deter flooding; deter river disturbance and pollution; prevent damage from erosion, turbidity, and/or siltation; prevent the loss of natural habitats, wildlife, and vegetation; and that encourage Public Access along the river. Page 2 Article III Officers Section 1. The officers of this organization shall be President, First Vice President, Second Vice President, First Secretary, Second Secretary, First Treasurer, and Second Treasurer. Officers shall be elected by members of the Association at the annual meeting. Only those members, in good standing, attending the annual meeting, can cast a vote. Officers will hold the elected office for one year or until successors are elected. Section 2. Procedures for the election of officers and directors. A nominating committee of three members shall be appointed by the President during the month of December. One member shall be chosen from the Board of Directors and must be a member of the Association for at least three (3) years. A second member of this committee must also be a member of the Association for at least three (3) years. This Committee shall carefully consider and prepare a slate of officers. It will also prepare a slate of three (3) Membership Representatives to the Board of Directors. Membership Representatives may not hold any other position on the Board of Directors. These Slates shall be published in the Newsletter prior to the May meeting. They shall be balloted upon at the annual meeting in June. All other nominations must be received by the Secretary, in writing, on or before the regular May meeting. If no other nominations are received, then a motion may be entered from the floor moving that the nominations be closed, and instructing the Secretary to cast one ballot for the unanimous election of the slate as presented by the Nominating Committee. If other nominations are received, then each contested office shall be voted upon separately from the rest of the slate. If there are any other nominations for Membership Representatives to the Board of Directors, then all the names which have been placed in nomination by the Nominating Committee, and from the floor, shall be announced and voted upon separately from the rest of the slate as follows: Each voting member is entitled to vote for only three of said nominees by placing the three names of his choice on his ballot, and the three nominees receiving the highest number of votes shall be the elected members of the Board of Directors as stated in Article VIII, Section 1. Page 3 Section 3. All Officers and members of the Board of Directors shall be active members, in good standing. Section 4. Whenever a vacancy occurs in any office of this Association, and there is an assistant elected for that office, then he or she shall assume the title and duties of that office in the order of their priority. If there is a single vacancy at any time to be filled in the above listed offices, the President shall make an appointment to fill said vacancy. If there is more than one vacancy to be filled then the President shall promptly appoint a Nominating Committee, or if there is an existing Nominating Committee, shall direct them to prepare a slate to fill all vacancies and report within one month. The slate shall be published in the newsletter following its announcement. Petitions for alternate candidates must be submitted in writing to the Secretary, on or before the next regularly scheduled Association meeting. The election shall be held during the second meeting following the publication of the Nominating Committee candidates. The election process shall be conducted as outlined in Article III Section 2. If there are no qualified petition candidates, the vacancies may be filled during the second meeting following the report of the slate by the nominating committee, by a motion duly made, authorizing the Secretary to cast one ballot for the slate as presented. Article IV President Section 1. The President shall preside at all meetings of the Board of Directors. He is to perform such other duties as usually pertain to the office of President, as well as those delegated to him by the Board of Directors. Section 2. The President with the consent of the Board of Directors, shall appoint all necessary committees and their chairman to carry on the work of the Association. The President shall be a member ex-officio of all committees, except that he shall not vote as a member of such committee except in case of a deadlock. Page 4 Article V Vice Presidents Section 1. The First and Second Vice Presidents shall perform such duties as maybe assigned to them by the Board of Directors. In the absence of the President, the Vice Presidents, in order of priority, shall perform the duties of the President. Section 2. In addition to Section 1, the First Vice President shall supervise progress of the committee chairman and offer assistance if, when, where, and how necessary. Article VI Secretary Section 1. The First and/or Second Secretary shall attend all meetings of the Association and of the Board of Directors and shall keep a true record of the proceedings at such meetings. They shall have custody of all records, contracts, documents, books papers and correspondence of the Association. An exception shall be those documents of the Treasurer, or those otherwise directed by the Board of Directors. They shall notify all members of the Association of every meeting of the Association and each member of the Board of Directors of every meeting of the Board. They shall perform such duties as usually pertain to the office of Secretary and such others as may be assigned to them by the Board of Directors. Section 2. To remind the Board of Directors to file a Biennial Report to the Secretary of State. Also remind the President to appoint three club members in good standing to audit the books and report at the annual meeting. Page 5 Article VII Treasurer Section 1. The Treasurer shall have charge of all funds and securities of the Association. He shall keep and account of all receipts and disbursements. He shall be empowered to establish and maintain a petty cash account not exceeding $150.00, upon which he may draw with the approval of the President, in order to facilitate the payment of necessary current expenses. He shall report in detail the financial condition of the Association at each regular and Annual Meetings of the Association. He shall perform such other duties as usually pertain to the office of Treasurer, as well as those that may be assigned to him by the Board of Directors. Section 2. The Treasurer’s accounts shall be audited yearly or when deemed necessary by the Board of Directors, by an auditing committee appointed by the President. (Also see Article XI Section 9) Section 3. The Assistant Treasurer shall make the financial report in the absence of the Treasurer and assist in the normal duties of the Treasurer and also perform such duties as may be directed to him by the Board of Directors. Article VIII Board of Directors Section 1. The Board of Directors shall (a) have charge of the affairs of the Association; (b) take cognizance of all infractions of the constitution and by-laws. Section 2. The President, First and Second Vice Presidents, First and Second Secretaries, First and Second Treasurers, the three Membership Representatives, all Past Presidents-however collectively having only one vote-, and the chairmen of all standing committees shall be members of the Board of Directors, shall each be entitled to one vote at all meetings of said Board. Section 3. A quorum shall consist of seven members of the Board of Directors. Page 6 Section 4. From time to time the Board of Directors shall recommend the amount of dues, initiation fee and other assessments from the members. Section 5. It shall be the duty of the Board of Directors to transact the business of the Association between regular meetings. Section 6. It shall be the duty of the Board of Directors to approve work plans and expenditures of the Special Committees and be responsible for the same. Article IX Committees Section 1. The President with the advice of the Board of Directors shall appoint a chairman for the following standing Committees. Newsletter Membership Programs Banquet Conservation Publicity Nominating Fly Tying Internet Expo Auditing Camp Out Parliamentarian Political Library F.F.F. Liaison Each to serve at the discretion of the President. Article X Membership Section 1. To become a member, an applicant must agree to support the objectives of the Association as given Article II of these by-laws. Section 2. The Board of Directors shall recommend the annual dues and any assessments upon the membership, all of which shall become due and payable within one-month following publication in the Association’ s Newsletter. Notice of the proposed change shall be given to the membership in accordance with Article XIII Section 1 and must be adopted by a majority vote at a regular meeting. No one may continue in membership or vote whose dues or assessments are more than two months in arrears. Section 3. If the conduct of any member is deemed by the Board of Page 7 Directors to be detrimental to the best interest of the Association, the Board, by majority vote of the members in attendance may suspend or expel such member. Such member shall be duly notified at least ten (10) days in advance of proposed action and the reason therefore, and shall have the right to appear before the Board of Directors, and show cause why he should not be so suspended or expelled. If notification is ignored he shall be expelled. Section 4. Any member of the Board of Directors who shall have three absences from regular Board meetings during one year may be removed from said Board by vote of a majority of the Board of Directors. Section 5. Each member in good standing will be entitled to one copy of the By-laws and amendment sheet upon request. Section 6. Any officer, Committee chairman, or Committee member, who is unwilling or unable to perform his duties shall be removed from said position or Committee by a majority vote of the Board of Directors. Procedures established in Article X Section 3 shall be followed. Article XI Meetings Section 1. The annual Meeting of the Association shall be held in June for the election of Officers and Board of Directors for the coming year, and to conduct other business necessary to the Association. On or before the April Regular Association meeting, the E-Board shall determine the location, date, and time, of the Annual Association meeting. The location, date, and time of the Annual Association meeting shall be published in the (next) May Newsletter, and will be held in June. Section 2. Special meetings of the Association may be called by the President. Special meetings can also be called upon written request to the President by three members of the Board of Directors. Section 3. The regular meeting of the Association shall be held on the first Thursday of the month from September to May. Section 4. Meetings of the Board of Directors shall be called by the President. Section 5. Fifteen (15) members shall constitute a quorum at any Annual, Regular or Special Meeting of the Association. Page 8 Section 6. The regular meetings of the Board of Directors shall be held on the 3rd Thursday of the month from September through June. Section 7. Meetings of the Association shall be held regularly on the first Thursday of the month and also by special call of the President or upon written request of three (3) members of the Board of Directors. At these meetings the Board of Directors shall convene and conduct their business. The Board of Directors could meet monthly from September through June, but not less than five (5) times through the club year to conduct the business of the club. Section 8. The President shall appoint three (3) members to audit the books before the Annual Meeting. Article XII Association property and assets Section 1. All assets, real, personal or mixed, of whatsoever kind and nature, including cash in banks, belonging to the Association shall be held in the name of the Association. Section 2. Every Acquisition of real property whether by gift or by purchase shall require favorable action by the Board of Directors, and a confirming vote of the majority of the members of the Association present at a legal meeting of the Association. The call for which meeting shall contain notice of the intended action. Section 3. No sale, mortgage or lease of any real property belonging to the Association shall be valid unless recommended in writing by the Board of Directors, and favorably voted by two-thirds majority of the members present at a legal meeting of the Association. The call for which meeting shall contain notice of the intended action. Section 4. All bills must be submitted on the appropriate form and must have the approval of the majority at a regular or special meeting of the Association. Any single expenditure of Association funds (exclusive of the payment of Association property taxes) exceeding the sum of $600 and the voluntary incurring of any indebtedness of $400 or over shall require approval of the Board of Directors also. Section 5. Each year the newly elected officers shall submit to the Association, within one month after their election, a proposed budget stating Page 9 what purposes, projects, and activities will require the expenditure of funds and shall recommend an amount to be allotted to each such purpose, etc. This budget may be changed at any time during the year by proper motion and vote. Section 6. Upon dissolution of the H. F.F.A., all assets, real, personal or mixed, including cash, belonging to the Association, shall be donated to a 501c corporation, the Catskill Fly Fishing Center, 5447 Old Route 17, P.O. Box 1295, Livingston Manor, NY 12758-1295. (Section 6 Adopted 10/5/06) Article XIII Amendments to the Constitution and By-Laws Section 1. This constitution and by-laws may be amended by a two-thirds vote of the members present at any legal meeting of the Association. Amendments and revisions may be proposed by any Association member in good standing. Prior to the vote to amend these By-Laws, at least ten days written notice must be mailed to each member of the Association. The notice must also include the member(s) proposing said revision(s). Article XIV Payment of Bills Section 1. All bills payable, notices, checks, drafts, warrants or other negotiable instruments of the Association shall be signed by two officers of the Association. For purposes of this section, officers shall include the following: President, First Vice President, Second Vice President, First Secretary, Second Secretary, First Treasurer, and Second Treasurer. Article XV Meeting Procedure Section 1. All meetings shall be governed under Roberts Rules of Order. Page 10 Section 2. Order of Business. Call meeting to order. Pledge of Allegiance Reading of the minutes of previous meeting. Report of the Treasurer. Communications and Bills. Application for Membership Reports of Committees. Unfinished Business. New Business. Adjournment. Amendments: 1. Bylaws and Constitution re-adopted at a meeting held 11/1/05. 2. Amendment to obtain non-profit status by adding Section 6, Article XII. Adopted 10/5/06. |