BYLAWS OF THE CUMBERLAND VALLEY CHAPTER, TROUT UNLIMITED
Revised and Adopted May 15, 2013
Article I. Organization and Purposes
Section 1. Name The name of the organization shall be The Cumberland Valley Chapter, Trout Unlimited, hereinafter referred to as the “Chapter.” The Chapter was incorporated as a Domestic Nonprofit Corporation with the Commonwealth of Pennsylvania in 1995.
Section 2. Purpose The purpose of the Chapter shall be to conserve, protect and restore coldwater 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. National Affiliation The Chapter is a subsidiary organization of Trout Unlimited, Inc., a Michigan non-profit corporation and is under its authority. The Chapter shall carry out the aims and purposes of Trout Unlimited and all policies, objectives, and activities pursued by the Chapter and its members shall be in conformity with the Bylaws and policies of Trout Unlimited. The Chapter’s use of the TU name, logo, and Chapter affiliation with other organizations and businesses shall conform to TU policies.
Section 4. Candidates for Public Office The Chapter and all members acting on its behalf shall not finance, promote, or oppose the candidacy of any person seeking election to public office and shall not participate or intervene in any campaign on behalf of any candidate for public office.
Section 5. Tax Exemption The Chapter shall not conduct or carry on any activities, including the expenditure of funds, not permitted to be conducted or carried on by a tax exempt organization under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.
Article II. Membership
Section 1. Eligibility Payment of annual dues to Trout Unlimited is the only requirement for membership in Trout Unlimited and the Chapter. The Chapter shall not assess any additional dues or fees and shall not establish classes of membership.
Section 2. Dues, Residency Outside Chapter Area Payment of annual dues to Trout Unlimited shall automatically make one a member of the Chapter if the member resides in the Chapter’s geographical area. Any Trout Unlimited member in good standing from a different chapter’s geographic area may elect to become a member of the Chapter.
Section 3. Suspension or Expulsion The Bylaws of Trout Unlimited shall govern the suspension or expulsion of Chapter members.
Section 4. Membership List No Chapter or Chapter Officer, Director, or member may transfer, sell, barter, or lease to any person or entity the membership list or the names, addresses, contact information or other personal information of the members.
Section 5. Membership Communication Written communication (general communication, bulletins, newsletters, etc.) will be sent to the membership electronically based on the e-mail address each member provides to Trout Unlimited’s national headquarters. Each member is responsible to keep their profile information with Trout Unlimited current in order to receive all Chapter electronic communications.
Article III. Membership Meetings
Section 1. Frequency General membership meetings shall be held at least once a month, except during the month of December, at the call of the President, provided that the Chapter members may, by a majority vote at a regularly constituted meeting, dispense with this requirement during certain months of the year.
Section 2. Quorum A quorum shall consist of those Chapter members present.
Section 3. Special Meetings Special meetings may be called by the President or Board of Directors or upon the written request of the lesser of ten percent (10%) of the Chapter members or twenty (20) members. Notice of all special meetings must be given to members at least seven (7) days prior to the meeting and shall include the date, time, place, and agenda for the special meeting.
Section 4. Rules of Order, Voting Rights Robert’s Rules of Order, Newly Revised shall govern the meetings on all matters relating to order and procedure, including nominations and elections. Only current Chapter members shall be permitted to vote at any meeting of the members and no proxy voting shall be allowed.
Article IV. Board of Directors
Section 1. Duties of the Board The Board of Directors is responsible for the general supervision of the Chapter’s affairs and finances. It will manage, control, and conduct the affairs of the Chapter in accordance with Article I.
Section 2. Membership of the Board The Board of Directors shall consist of fifteen (15) members, including the Officers pursuant to Article V, Section 1. Each Director shall serve a three-year term, with Directors’ terms staggered to provide for continuity. All Directors shall be current members of Trout Unlimited and the Chapter.
Section 3. Meetings of the Board The Board of Directors shall meet monthly and at other times upon the call of the President. Upon notice, business of the Board of Directors may be conducted by telephone or email, provided all members of the Board of Directors are permitted the opportunity to participate and all votes are shown to all Directors and reported in the minutes of the Board of Directors.
Section 4. Quorum and Voting Eight (8) members of the Board of Directors shall constitute a quorum. A simple majority vote of those present is required to approve any official action.
Section 5. Special Meetings Upon the written or email request of at least five (5) Board members, the President shall schedule a special meeting to be held following at least five (5) days prior written or telephone notice to all Board members.
Section 6. Filling of Vacancies on Board If a Director is unable to serve for any reason or if a Director is appointed to fill a vacant Officer position, the vacant Director position shall be filled for the remainder of the unexpired term by a majority vote of the Board of Directors.
Section 7. Removal from Office The Board shall be empowered to remove from office any Director or Officer of the Chapter for malfeasance in office, for non-attendance at regularly scheduled Board meetings, or for any other lawful cause. Such removal shall be effected by the affirmative vote of at least ten (10) Directors, which vote shall occur at the next regularly scheduled Board meeting. Written notice of the intention to vote on such removal shall be provided to all Directors, which written notice shall be in addition to any other notice required by these Bylaws. A Director’s absence at three (3) consecutive regular Board meetings shall be deemed to be non-attendance for the purpose of this Article.
Section 8. Rules of Order Procedural disagreements at Board of Directors meetings shall be resolved according to Robert’s Rules of Order, Newly Revised.
Article V. Officers and Duties
Section 1. Officers The Officers of the Chapter shall be: President, Vice President, Secretary, and Treasurer, all of whom shall be voting members of the Chapter’s Board of Directors. All Officers must be members in good standing of Trout Unlimited and the Chapter. No person shall hold more than one (1) office at any time. The Officers shall be chosen and elected by secret ballot by the Board of Directors at the September Board meeting and shall take office on the first day of October of the current year. In addition to the specific duties of the respective Officers outlined in these Bylaws, each of them shall perform such further duties as may be requested and assigned by the Board.
Section 2. Term of Office The Chapter Officers shall be elected for one (1) year terms. There shall be no limitation of the consecutive terms an Officer may serve, excepting that no person may hold the office of President for longer than four (4) consecutive terms.
Section 3. President The President shall serve as general executive officer and shall appoint the chairs of all Chapter committees. The President shall oversee all activities of the Chapter and preside at all membership and board meetings.
Section 4. Vice President The Vice President shall assume the duties of the President if the President is absent or unable to perform the President’s duties. The Vice President shall perform the duties assigned by the Board of Directors and the President.
Section 5. Treasurer The Treasurer shall have custody of all funds and property 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. When necessary or proper, the Treasurer shall endorse for collection on behalf of the Chapter, all checks, notes, drafts and electronic credits and transfers and shall deposit same and all other revenues to the credit of the Chapter in such bank or banks as the Board of Directors designates. The Board of Directors may impose such alternate authority or limitations of authority to execute contracts, sign checks or use other forms of payment as the Board of Directors deems appropriate and may require that the Treasurer be bonded. The Treasurer shall also:
- Keep full and accurate accounts of monies received and paid on account of the Chapter, give a financial report at each meeting of the Board of Directors, and whenever required by the Board of Directors, render a statement of the Chapter’s accounts and report to the membership.
- Submit a complete Annual Financial Report (AFR) for the Chapter to Trout Unlimited prior to the deadline set by Trout Unlimited. The AFR will be in compliance with the policies and requirements of Trout Unlimited and will contain a complete and accurate accounting of all revenues, expenses, volunteer hours by members of the Chapter and any additional items prescribed within the AFR form.
- The Treasurer will also make all necessary filings with the Internal Revenue Service and state and local authorities.
- Upon request, permit access to the Chapter’s books, records and accounts by any Chapter Officer, Director or designated representative of the State Council and/or Trout Unlimited.
Section 6. Secretary The Secretary shall keep the minutes of all meetings of the Board of Directors and the general membership and keep an accurate and current record of all Chapter memberships. The Secretary shall assist the Treasurer in preparing the AFR form. The Secretary shall send all required notices to members of the Chapter, as required by these bylaws or otherwise. Notice may be in writing or by electronic communication, including fax, electronic mail or by posting on the Chapter’s web site. The Secretary shall also maintain the correspondence of the Chapter.
Article VI. Election of Directors
Section 1. Election At the September membership meeting of each year, five (5) Directors shall be elected to three (3) year terms. Directors shall take office on the first day of October of the current year. There shall be no limit on the number of terms an individual may serve as Director.
Section 2. Notification The general membership shall be notified of the upcoming annual Board of Directors election at least thirty (30) days in advance of the September membership meeting, either at the August meeting, through the Chapter newsletter, or by separate correspondence.
Section 3. Nominations At the August general membership meeting of each year, nominations for Directors shall be presented to the membership by a special nominating committee appointed by the President. Additional nominations shall be invited and received from the floor. Nominations shall also be received at the meeting at which the elections are held.
Section 4. Procedure for Elections At the September membership meeting elections will be conducted in accordance with the following agenda:
- Call to order and reading of the names of those individuals nominated for positions on the Board of Directors.
- Call for additional nominations from the floor
- Election of Board members
- General business meeting
Section 5. Voting Voting shall be by secret ballot. A majority vote of those Chapter members in good standing present at the meeting will be sufficient to elect all Directors. No proxy voting is permitted.
Article VII. Committees
Section 1. Standing Committees The standing committees of the Chapter shall be as follows:
- Membership Committee
- Stream Access and Conservation Committee
- Information and Education Committee
- Activities Committee
Section 2. Makeup and Duties of Committees The number of members and duties of each standing committee shall be determined by the Board. All appointments to standing committees shall be by the President. All standing committees shall be chaired by a member of the Board of Directors. However, any Chapter member in good standing is eligible to serve as a member of a committee.
Section 3. Select Committees Additional select or ad hoc committees may be appointed from time to time by the President at the direction of the Board with powers, duties, and composition as may be designated by the Board.
Article VIII. Fiscal Year
Section 1. Fiscal Year The Chapter’s fiscal year shall be the same as that of Trout Unlimited, commencing October 1 and terminating September 30 of each year.
Article IX. Amendment of Bylaws
Section 1. Requirements for Amendment These Chapter Bylaws may be amended at any membership meeting if at least the lesser of 30 Chapter members or 10% of the Chapter’s members are present. Amendment of the Bylaws shall require a two-thirds vote of those present and voting. Only current Chapter members shall be permitted to vote. Any amendment to these Bylaws shall be consistent with the Bylaws of Trout Unlimited. All proposed amendments to the Bylaws shall require at least 30 days notice to the members, with the notice specifying the proposed amendment.
Section 2. Consistency with Trout Unlimited Bylaws If any amendment of these Bylaws is required in order to make them consistent with the Bylaws of Trout Unlimited, a vote of a majority of those present and permitted to vote shall be sufficient to pass the amendment.
Article X. Indemnification; Officers and Directors Liability
Section 1. Liability The Officers and Directors of the Chapter shall have, retain, and enjoy the standard of care, indemnification, and exemption from personal liability as said rights, obligations, privileges, and protections are set forth in the Pennsylvania Nonprofit Corporation Law of 1988, as amended from time to time. The Chapter shall be authorized to purchase and maintain insurance on behalf of the Officers and Directors as it deems pertinent.
Article XI. Assets and Dissolution
Section 1. Reimbursement No part of the income, earnings or assets of the Chapter shall inure 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. Chapter members, Officers and Directors may be reimbursed for expenses incurred for or on behalf of the Chapter.
Section 2. Expenditures All Chapter expenditures shall be broadly consistent with the mission of Trout Unlimited.
Section 3. Real Property and Easements The Chapter may not acquire or hold any new interest in real property, including easements, except with prior written approval from Trout Unlimited.
Section 4. Dissolution of the Chapter Upon dissolution of the Chapter, all assets of the Chapter shall revert to the State Council. These assets will be held and/or redistributed in consultation with Trout Unlimited.
Article XII. Adoption, Savings Clause, Repealer, and Construction
Section 1. Adoption These Bylaws shall become effective immediately upon an affirmative vote of two-thirds of the Chapter members present at a general membership meeting following the last preceding general membership meeting at which the proposal for adoption was offered.
Section 2. Savings Clause The Officers and Board Members in office at the time of the adoption of these Bylaws shall remain in office until the new Officers and Directors are elected and take office as provided herein.
Section 3. Repealer Upon adoption of these Bylaws, all previous bylaws are repealed absolutely.
Section 4. Construction Nothing herein shall be construed to restrict the right of the Board of Directors or Officers to authorize or appoint committees or to adopt informal procedures in order to carry out the goals and objectives of the Chapter or these Bylaws, provided that such procedures do not conflict with these Bylaws.