|
HAMMOND BAY AREA ANGLERS
ASSOCIATION
Association Constitution and Bylaws
(as
revised and amended)
April
2, 2003
Article I
Purposes
Section I---The name of the organization
shall be HAMMOND BAY AREA ANGLERS ASSOCIATION, hereinafter
referred to as the “Association”.
Section II---The Association shall be
incorporated for the purpose of preserving and expanding a quality
fishery in Northeast Michigan and Northern Lake Huron. To this end,
the Association will work with and encourage constituted authorities
and other conservation organizations to use:
- Scientific, yet practical fishery
management
- Proper water, land and watershed
management practices
- Sound fishing regulations
Section III---The Association shall not
promote or oppose the candidacy of any person seeking election to
public office or participate or intervene in any political campaign
on behalf of any candidate for public office.
Article II
Meetings
Section I---The Annual Banquet Meeting
of the Association shall be held at a place and time, in March,
April, or May, as determined by the Board of Directors. It shall be
the duty of the Secretary to cause a written notice of each annual
meeting to be mailed to each of the members of record at least
thirty (30) days prior to said meeting.
Section II---Special meetings of the
membership may be called upon the request of a majority vote of the
Board of Directors; or upon demand in writing signed by not less
than one-half (1/2) of the members in good standing. The Secretary
shall cause a written notice of said meetings to be mailed to each
of the members of record at least thirty (30) days prior to said
meeting. This notice shall include the reason for the meeting.
Section III---Regular monthly,
bi-monthly, quarterly, or semi-annual membership meeting shall be
held at a time and place determined by the membership or Board of
Directors. The Secretary shall provide all members of record with
written notification of meeting times and locations.
Section IV---At any meeting of the
membership, those present who are members in good standing and/or
those represented by proxy shall constitute a quorum for all
purposes.
Section V---At each meeting of the
membership, every member shall be entitled to one (1) vote in
person, by written proxy, or by a duly authorized attorney. The
vote for directors, and upon any question, shall be by acclamation
unless a majority of the members present and entitled to vote shall
demand that the voting for that meeting or question be by paper
ballot.
Section VI---At each meeting of the
membership, a true and complete list, in alphabetical order, of all
members in good standing shall be provided by the
Secretary/Treasurer. Only those persons appearing on such list
shall be entitled to vote.
Section VII---The Association shall, in
every case, conduct it’s activities in accordance with all State and
Federal Laws, and these Association Bylaws.
Article III
Board of Directors
Section I---The property and affairs of the
Association shall be managed and controlled by a Board of Directors
composed of a maximum of ten (10) members, nine (9) elected
including the executive officers as hereafter provided and the
immediate past President as an ex officio member. At the first
annual membership meeting there shall be chosen from the qualified
membership three (3) persons to serve as members of the Board of
Directors, each of whose terms shall expire at the end of three (3)
years. Three (3) persons shall be chosen, each of whose terms shall
expire at the end of two (2) years. Three (3) persons shall be
chosen, each of whose terms shall expire at the end of one (1)
year. Thereafter, at the first regular meeting following the Annual
Membership Banquet there shall be elected from the qualified
membership three (3) Board members, each of whose terms shall be
three (3) years. It is expressly provided, and intended, that a
year is hereby determined as being the time between the Annual
Banquet Meeting dates. The first term may be extended or shortened
so as to conform to the Annual Banquet date in the spring of the
year. The aforesaid nine (9) members of the Board of Directors
shall be elected by a direct vote of the members of this
Association. If the office of any Director, President,
Vice-president, Secretary, or Treasurer is vacant by reason of
death, resignation, disqualification or otherwise, a successor may
be elected by the remaining Board of Directors at any regular or
special meeting and such successor shall hold office for the
remainder of the un-expired term.
Section II---The Board of Directors, as
constituted after the election, at the first regular meeting
following the Annual Membership Banquet, shall meet for the election
of Executive Officers and the transaction of such business as may
arise. The regular meeting of the Board of Directors shall be held
at a time and place as determined by the Board. Special meetings of
the Board may be called by the President on ten (10) days notice
mailed to each director or delivered personally. If all Board
members agree, the ten (10) day notice may be waived.
Section III---Not less than five (5)
Directors shall be necessary to constitute a quorum of the Board for
the transaction of business. Any Director who shall be absent from
three (3) consecutive meetings of the Board of Directors shall stand
automatically removed unless such action is excused by formal
resolution of the Board.
Section IV---The President shall serve
as Chairman of the Board of Directors. In his/her absence the
Vice-president shall serve as chairman. If neither is present, the
Board members present shall designate a chairman for that meeting.
Article IV
Executive Officers
Section
I---The executive officers of this Association shall be: President,
Vice-President, Secretary, and Treasurer; all of whom shall ipso
facto and ex officio be members of the Board of Directors. The
executive officers shall be nominated and elected by the Board of
Directors immediately following the election of the Board.
Executive Officer terms shall be one year.
Section II---The Board of Directors may
appoint other subordinate officers as shall be deemed necessary.
These appointments shall have such authority and perform such duties
as may be prescribed by the Board of Director. In it’s discretion,
the Board of Directors, by vote of the majority, may leave unfilled
for any period as it may fix by resolution, any subordinate office.
Under this authority, the Board of Directors may select an Executive
Director to have active charge of the business of the Association
under the direction of the President and Board of Directors, and
who, may at the same time, be an elected officer.
Section III---The President shall be the
chief executive officer of the Association. He/she shall have the
general and active management of the business and affairs of the
Association. With the Treasurer, he/she may sign and execute in the
name of the Association, all contracts, agreements and other
obligations of the Association subject to the approval of the Board
of Directors. He/she shall have the general supervision and
direction of all the other officers of the Association and shall see
that their duties are properly performed. He/she shall submit a
report of the operations of the Association to the members at each
Annual Meeting and from time to time shall report to the Directors
all matters within his/her knowledge and which the interests of the
Association may require be brought to their notice. He/she shall do
and perform other such duties as from time to time may be assigned
to him/her by the Board of Directors. The office of President may
be limited, by amendment, to a successive length of service.
Section IV---The Vice-President shall
preside at any meeting of the members from which the President may
be absent, and serve as Chairman of the Board of Directors in the
absence of the President. In the event the office of President is
vacant for any reason, the Vice –President shall become President
and serve as such for the un-expired term. He/she may perform any
of the duties of the President when directed to do so by the
Directors.
Section V---The Treasurer shall have
custody of all funds and securities of the Association. With the
President, he/she may sign and execute in the name of the
Association all contracts, agreements and other obligations of the
Association, subject to the approval of the Board of Directors.
When necessary or proper, he/she shall endorse on behalf of the
Association for collection, all checks, notes, drafts and other
obligations and shall deposit same to the credit of the Association
in such financial institutions as the Directors may designate. All
checks or warrants for the disbursements of funds of the Association
shall require two (2) signatures of any four (4) officers. (The
officers being---President, Vice-President, Treasurer, Secretary)
He/she shall cause to be entered regularly in the books of the
Association to be kept for the purpose, full and accurate accounts
of the monies received and paid on account of the Association, and
whenever required by the Board of Directors, shall render a
statement of his or her cash account.
Section VI---The Treasurer shall,
unless otherwise determined by the Board of Directors, cause to be
executed and file with the President at the direction of the Board
of Directors a bond in the amount to be determined by the
Directors. He/she shall, at reasonable times, exhibit the books,
records, and accounts to any Director upon application, and shall
perform generally all the duties appertaining to the office of the
Treasurer of an Association subject to the control of the Board of
Directors.
Section VII---The Secretary shall keep
the minutes of all meetings of the Board of Directors and the
membership. He/she shall keep an accurate and current record of the
membership. He/she shall be the custodian of all records, papers,
files, and books of the Association. Except when necessary for the
purpose of meetings, he/she shall not disclose to any person the
names or addresses of members or the membership list without the
approval of the Board of Directors. He/she shall attend to the
giving and serving of all notices of the Association, affix any seal
to all documents to which it should be attached and attest to the
same when necessary.
Article V
Association Emblem
Section I---When decided upon by the
Board of Directors, the Association emblem shall be submitted to the
general membership for final approval.
Article VI
Motto
Section I---Unless
otherwise amended, the Association motto will be: “WORKING TOGETHER
TO PROMOTE A QUALITY FISHERY”.
Article VII
Eligibility for Membership
Section I---Any
person of good reputation in his or her community shall be eligible
for membership in the Association without regard to race, creed,
color, sex or national origin.
Section II---The following causes shall
be considered an automatic suspension from membership in the
Association:
- Default in payment of annual dues for more
than thirty (30) days.
- Conviction of a willful violation of any
of the Fish and Game Laws of any state of the United States.
- A member maybe suspended from membership
by the Board of Directors for any cause whatever, whenever the
Board shall deem the member undesirable. Any conduct of a
member which is, or is likely to be, or tends to operate or
result, injuriously to this Association and it’s members shall
be considered just cause for suspending such offending member.
The action of the Board of Directors may be reviewed by the
membership at the next regular membership meeting at which time
the member shall be reinstated or expelled by a majority vote of
the members.
Article VIII
Assets
Section I---No part of the income or net
earnings of the Association shall inure to the benefit of, or be
distributable to any member, director, or officer of the Association
or any private individual. Reasonable compensation may be paid for
services rendered to or for the Association effecting one or more of
it’s purposes. Reimbursement may be made for any expenses incurred
for or on behalf of the Association by any officer, director, agent
or employee, member, or any other person or corporation, pursuant to
and upon authorization of the Board of Directors. No member,
director, or officer of the Association, or any other private
individual shall be entitled to share in any dissolution of the
Association or otherwise.
Section II---No part of the assets of
the Association shall inure to the benefit of or be distributable to
any organization whose income or net earnings or any part thereof
inure to the benefit of any private shareholder or other individual.
Section III---Upon dissolution of the
Association, all of it’s assets shall be transferred to a Natural
Resource Oriented Organization or Organizations selected by the
Board of Directors.
Section IV---Notwithstanding any other
provision hereof, this Association shall not conduct or carry on any
activities not permitted to be conducted or carried on by an
organization which is tax-exempt under the provisions of Section
501 (c) (3) of the Internal Revenue Code of 1954, as amended from
time to time.
Article IX
Amendments
Section I---The by-laws of this
Association may be added to, amended, or repealed in whole or in
part by a majority vote of the members in good standing at any
regular or special meeting. Each member of record shall be given
written notification of any proposed action at least thirty (30)
days prior to such meeting or the action can be taken without
written notice with a two-thirds (2/3) vote of the members present.
Article X
Executive Committee
Section I---The Board of Directors may
authorize the creation of an Executive Committee composed of the
President, Vice-President, Secretary, Treasurer, and one or more
members of the Board, to act with the authorization of the Board of
Directors between meeting of the Board of Directors.
Article XI
Dues Structure
Section I---The dues for Annual
membership in this Association shall be set by the Board of
Directors at the first regular meeting following the Annual
Membership Banquet.
Article XII
Rules of Order
Section I---At
all times when the organization as a whole or any part thereof,
including meetings of the Board of Directors, the Executive Board,
or committees, is duly and formally convened for the purpose of
deliberation and transaction of business THE ROBERTS RULES OF ORDER
AND PROCEDURE shall govern the meetings on all matters relating to
order and procedure, including nominations and elections.
Signed and Approved this
2nd Day of April, 2003
Jack Lyon, President
Dick Peacock, Vice President
Wm. (Billy) Karsten, Treasurer
Dave Smrchek, Secretary
Bruce Grant, Director
Frank Krist, Director
Ed Pike, Director
Ken King, Director
Richard (Bud) Haase, Director
|
