Penobscot Fly FishersBylawsGeneral The Penobscot Fly Fishers is established as a nonprofit Club chartered by the State ofMaine and Section 501(c) (3) of the Internal Revenue Code as it may be amended.
Statement of Purpose The purpose of the Penobscot Fly Fishers is to promote fly fishing and conservationthrough education, volunteer services and personal conduct, and to promote collegialityand social engagement among its members.
Article IMembership
All members shall agree to support the purpose and objectives of the Penobscot Fly Fishers.The Board of Directors may, by two-thirds affirmative vote of all members of the Boardsuspend or expel a member for due reason.
Article II Dues
Dues will be payable by June 1st of each year. Dues may be changed by an affirmative vote ofat least seven members of the Board of Directors. Members who have not paid their dues bythe October General Meeting will be dropped from the membership list. Dues for newmembers joining after January 1 will extend to May 31 of the following year.
Article III Meetings
Meetings shall be conducted in accordance with Roberts Rules of Order, except asspecified by these Bylaw
Section A: General Meetings General meetings will typically be held on the first Wednesday of each month with the timeand place published in the monthly newsletter. A quorum will consist of the memberspresent. When held on a date other than the first Wednesday of the month, notice shall begiven to the members of the meeting date via Club newsletter or by email no later than threedays prior to the scheduled meeting.
Section B: Board of Directors Meetings Board of Directors meetings will typically be held on the third Wednesday of each month with the timethe time and place to be decided at the previous Board meeting. A quorum will consist of at least5 members of the Board present. Special meetings of the Board may be called by thePresident or the Secretary upon request of any three Board members. Notice of special meetingsof the Board shall be given to Board Members via Club newsletter or by email no later than threedays prior to the special meeting date and shall contain a brief statement of the purpose of thespecial meeting.
Article IV Officers
Officers of the Penobscot Fly Fishers will be elected for a 2-year term. Officers may be electedto the same position for a maximum of two successive terms.
Section A: President The president will preside at all regularly scheduled and special meetings and has overallresponsibility for Club affairs, as directed by the Board. The President will be authorized to signClub checks and make transactions in the Club savings accounts.
Section B: Vice President The Vice President will be chair of the Membership Committee and/or other duties as assignedby the President, and will assume the duties of the President in his/her absence.
Section C: SecretaryThe Secretary keeps Club records and minutes of meetings, normally handles all Clubcorrespondence, and archives Club records. The Secretary is a member of the MembershipCommittee.
Section D: Treasurer The Treasurer is responsible for all Club finances preparing and keeping the financial records ofthe Club. The Treasurer prepares annual budgets for review by the Board of Directorsfollowed by approval at a General Meeting each May and prepares monthly financial statusreports for Board Meetings. The Treasurer is authorized to issue payment of any amount onapproved budgeted items. Unbudgeted items over $500 must be signed by Treasurer and oneother authorized officer. The Treasurer will be authorized to sign Club checks up to $1,000Checks in any higher amount shall be signed by the Treasurer and one other officer. TheTreasurer will make transactions in the Club savings accounts and shall maintain Club financialrecords for at least six consecutive past years.
Article V Board of Directors
Section A: Board of Directors The Board of Directors shall control the business and affairs of the Club and will be permitted toexpend up to $300.00 in unbudgeted funds for the Club purchases without approval by thegeneral membership. The Board shall consist of four elected officers, the immediate pastPresident and six elected members. The six elected members shall have terms of three yearseach, with two members to be elected each year.
Section B: Vacancies A Vacancy on the Board, other than the President, will be filled by nomination by thePresident with the approval of the Board of Directors for the unexpired portion of the term.In the event the President leaves office, the Vice President will assume thePresidency for the unexpired portion of the term. In the event the President and the VicePresident are unable to execute the office of the President, the Secretary will assume thePresidency for the unexpired portion of the term. In the event the President, the Vice Presidentand the Secretary are unable to execute the office of the President, the Board of Directors willassume the President’s responsibilities for the unexpired portion of the term. In the event the immediate Past President leaves that office, it shall remain unfilled. Any memberof the Board may be removed from office for malfeasance, failure to execute Club policies,nonmember status, and/or negligence of duties including fiduciary responsibility by at leasttwo-thirds vote of all members of the Board of Directors.
Article VI Elections Prior to the November General Meeting, the Nominating Committee will select from themembership list a slate of candidates for all Officers and Directors whose terms will expire..At the November General Meeting, the Nominating Committee will present its slate of Officers and Directors to the members and further nominations will be accepted from the floor. All nominations will be published in the Club Newsletter and the election will be held at the December General Meeting. All elected Officersand Directors will assume their duties at the January General Meeting.Article VII Committees Section A: Nominating Committee A three person committee will be appointed by the President by the June General Meeting toserve for a two year term. Duties of the committee will be to select nominees for Officers andDirectors. No member of the Nominating Committee shall be eligible to be a candidatefor Officer or Director.
Section B: Membership Committee The purpose of the Committee is to grow the organization and recruit new members. TheCommittee will consist of the Vice President, the Secretary and any other members of thePenobscot Fly Fishers as appointed by the President.
Section C: Other committees The President may establish and appoint members to other committees at any time to better serve the functions and needs of the Club.Article VIII Distribution of Assets Upon Dissolution Upon the dissolution of the Penobscot Fly Fishers, assets shall be distributed by the Board ofDirectors to one or more organizations with tax exempt purposes within the meaning ofSection 501 (c)(3) of the U.S. Internal Revenue Code, or corresponding sections of any taxcode subject to any order of a court of competent jurisdiction.
Article IX Amendments to the Bylaws These Bylaws may be amended at any General Meeting of the Club. The affirmative vote of2/3 of the members present will be required for the adoption of any amendment. Notice of theproposed amendment will be published in a Club Newsletter at least 30 days prior to theGeneral Meeting at which the vote will be taken.