DEEP CREEK FLY FISHERS, INC.
A California non-profit Corporation
Membership shall be limited to persons who are interested in the goals and purposes of this Corporation as set forth in its Constitution. This Corporation, through its Board Of Directors, shall be the sole judge of the qualifications of applicants for membership herein, and the qualifications of members to continue herein, as set forth by these By-Laws or any amendments thereto.
2. Application for Membership
Application for membership shall be made in writing or by electronic transmission on a form proscribed and furnished by the Board of Directors of this Corporation.
3. Admission to Membership
An applicant shall be admitted to membership upon submitting in proper form a completed written application and payment of annual dues and initiation fee as set by the Board of Directors for the current calendar year.
4. Failure to Pay Dues
A member, who fails to pay his dues within the first three (3) months of the applicable year, shall be suspended from membership.
A member may be expelled from membership as provided below in these By-Laws, entitled "Special Duties of the Board of Directors". Failure to carry out his assignment, refusal to comply with these By-Laws or any rules or regulations of this Corporation, or conduct which has become or is likely to reflect unfavorably upon this Corporation, may be deemed cause for expulsion.
A member may withdraw from membership at any time subject to the provisions of these By-Laws, by filing a written notice with the Board of Directors and relinquishing any current paid up dues he has paid.
7. Personal Liability
No member, even if he is an officer or director, shall be personally liable for any bills or obligations, past or present, of this Corporation, except for his own dues.
8. Class of Membership
Regular Members: Those persons who have paid their dues as set forth above, and who are over the age of eighteen (18) years, shall be regular members, and shall have full rights and privileges of this Corporation, with one voting right each.
Family Memberships: Those persons who have paid their dues and are over the age of eighteen (18) years, their spouses, and children of such member and/or spouse, shall be family memberships and each family membership shall have one (1) voting right.
Junior Memberships: Those persons who have paid their dues, and who are between the ages of thirteen (13) and eighteen (18) years, shall have Junior Memberships. They shall have full rights and privileges of this Corporation, with one (1) voting right.
Life Members: Life Membership is an honorary status, and such members shall be required to pay no further dues, and shall hereafter have, for life, full rights and privileges of this organization, with one voting right each. Designation of those to be honored as life members shall be by majority vote of the Board of Directors of this Corporation.
Honorary Members: Those persons whose actions are consistent with the aims and purpose of this Corporation and who are deemed by the Board of Directors to be worthy of such distinction, and may be named Honorary Members, and as such, will pay no dues and have no right to vote.
1. Regular Membership $ 30.00 per year
2. Family Membership $ 40.00 per year
3. Junior Membership (13-18 years of age) $ 10.00 per year
Annual dues shall be payable on the first day of January. The first annual dues of each member shall be payable and submitted in full with his application for membership and, regardless of the time of year when such application is submitted a full years dues shall be paid at such time. New member dues received after October First shall be applied to the ensuing year, but such member shall have all rights and privileges of a member in good standing effectively immediately.
All new members and members who have been suspended for non payment of dues shall pay an initiation fee of Fifteen dollars ($ 15.00) and is to accompany the first years annual dues. The Initiation Fee will allow the new member to receive a nametag, a club patch and one copy of the club Constitution and By-Laws.
1. Regular Meetings
Regular meetings of the general membership shall be held, normally on the fourth (4th) Wednesday of the month at the Izaak Walton Building in Fairmont Park, City of Riverside, Riverside County, or at such times and places as set by the Board of Directors, with advanced notice given to all members.
2. Annual Meetings:
Annual Meetings of the general membership will be held each year at the annual Christmas Party at the "Old Spaghetti Factory" in the City of Riverside, California or at such other time and place as set by the Board of Directors, with due notice given being given to all members.
3. Special Meetings
Special meetings of the general membership, shall be called by the President, Vice President, Secretary or Treasure or any two directors of the Corporation, and held at such time and place as may be ordered by resolution of the Board of Directors, or by not less than ten percent (10%) of the voting members. Any such meeting so called shall require written notice of such meeting being given not less than thirty (30) days before the date of such meeting to each member entitled to vote thereat, such notice to be given by mail at the last address known for such member and maintained by the Corporation.
At any regular, annual or special meeting of the members, the presence of thirty three and one third percent (33 1/3 %) of the members entitled to vote shall constitute a quorum for transacting business.
5. Form of Meetings
Roberts Rules of Order shall prevail at all meetings for the discussion of issues and debate upon any matter brought before the meeting for consideration.
6. Order of Business-Annual Meeting
The Order of business at the annual meeting of the members shall be:
a. Report of the Directors
b. Report of the Treasurer
c. Unfinished Business
d. New Business
e. Installation of new officers and directors
7. Votes Required
Any action to be approved by the members shall be passed by a majority of all members then voting as long as there is a quorum present.
Regular members, family members, life members, honorary members and junior members shall have first rights to attend a scheduled outing. Nonmembers hosted by any member shall be permitted to attend provided that the roster cannot be filled by club members. Participation at an outing shall be determined in accordance with the following guidelines:
1. The outing roster will first be filled by members in accordance with the priority filled above; and,
2. if cost is required to participate, those members first to pay shall receive first consideration. Payment shall be made in full; and,
3. if an outing cannot be filled by thirty (30) days prior to the scheduled start of the outing, the club member in charge of the outing may fill the roster without regard to the priorities named above; and,
4. When an outing is filled, a list of alternates may be compiled on a first come-first served basis. Alternates need not pay for attendance unless space becomes available; and,
5. a participant in a scheduled outing who has paid attendance, but is unable to attend, may be entitled to a refund of all or part of the amount paid. Refunds shall not be made unless the amount collected for the outing exceeds the actual final costs of the outing. Nevertheless, a participant who can replace his position on the outing roster with another person shall be entitled to a refund as long as the replacement has paid his attendance fee. Partial refunds shall be apportioned to all paid absentees in equal amounts. Refunds will be paid by check from the treasurer.
6. All payments for outing attendance shall be made by check payable to Deep Creek Fly Fishers, Inc. All checks made out to a member for an outing shall be endorsed to Deep Creek Fly Fishers, Inc.
1. Nominations: At the regular meeting in November, the Board of Directors, acting as a nominating committee, shall present the nominations of at least one, and preferably two members as a candidate or candidates for each office vacancy to be filled, having secured in advance, if possible, agreement by each candidate that he will serve if elected. The elected positions are: President, Vice President, Secretary and Treasurer. After nominations of the nominating committee have been placed before the meeting, the president shall call for and accept nominations from the floor.
2. Elections: Election of the officers shall be held at the regular November meeting after the nominations for elected officers are completed and the new officers shall be installed at the Annual meeting to be held in December or as provided for in Article III, Section 2.
BOARD OF DIRECTORS
1. Number and Qualifications
The Board of Directors shall consist of the following:
The elected officers; and,
Newsletter editor; and,
Education chairman; and,
Conservation chairman; and,
Outing chairman; and,
Trout-in-the-Classroom chairman; and,
Raffles chairman; and,
The two past presidents acting as directors at large.
Any members elected or appointed to the Board of Directors shall be considered as qualified to serve by his presence at the first meeting of the Board of Directors, after his election or appointment.
2. Term of Office
Members of the Board of Directors shall serve from the time of their installation, or appointment, for a period of one year, or until the next annual meeting after their election or appointment.
At any meeting of the Board of Directors, a majority of the total number of members of the Board shall be a quorum for transaction of business.
Regular meetings of the Board of Directors shall be held each quarter. The president, or in his absence, the vice-president, may call a special meeting of the board of Directors at any time, and shall do so on written request of any three (3) directors. Notice of meetings of the Board of Directors shall be given in such manner as the Board may prescribe.
Unless duly excused by the Board of Directors, the office of a director shall be declared vacant if he is absent from three (3) consecutive regular meetings of the Board of Directors, and the vacancy filled as proscribed in Section 6 below.
Any vacancy on the Board of Directors shall be filled by a majority vote of the remaining directors. A director so elected shall hold office until the next annual election.
7. General Powers and Duties
The Board of Directors shall have the duty of the general management of the affairs, funds and records of this corporation and shall posses all expressed or implied powers and duties conferred or imposed upon it by these By-Laws which are not so specifically conferred or imposed upon others.
8. Special Duties
Without limitation of the general powers and duties of the Board of Directors, as set forth in Section 7 above, it shall be the special duty of the Board of Directors:
In good faith to expel or suspend a member or to terminate that member's membership rights, the Board of Directors shall give at least fifteen (15) days
prior notice to said member of expulsion, suspension, or termination and the reasons therefore. Said member shall be given an opportunity to be heard orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the Board of Directors. Any such notice must be given by first class or registered mail sent to the last known address of the member shown on the organizations records. If the Board of Directors receives a request to be heard orally or in writing, the Board shall hear and consider such request and the reasons given by the member and thereafter make its [mal decision and advise the member in writing of its final decision.
To obtain suitable fidelity bond coverage for each officer and/or any member who has control of or access to funds, securities or property owned or pledged with this corporation.
To adopt amendments to these By-Laws as provided in Article X of these ByLaws.
To direct and control the deposit or investment of funds.
To provide for an audit of the corporations books and accounts and inventory of property when any officer who has control of or access to funds, securities or property owned or pledged with this organization leaves office or at any other time the board deems necessary or prudent.
To perform such other duties as may be prescribed by these By-Laws, or by amendments thereto.
9. Special Powers
The Board of Directors shall have the power:
To fix the amount of members' annual dues as proscribed in Article II of these By-Laws.
To suspend or waive the payment of dues at its discretion.
To call special meetings of the members.
To submit to the members, for voting by mail, any matter which, in its judgment requires or justifies such handling.
The officers of this corporation shall consist of a president, vice-president, secretary and treasurer.
The president shall preside at all meetings of the members of the Board of Directors and at all general meetings and shall perform all other duties as customarily pertains to the office of president, or as may be set forth by these ByLaws, or as prescribed by the Board of Directors.
The vice-president shall have, and may exercise, all the powers and duties of the president during the absence of or the disability of the President, and shall provide programs for all meetings and shall perform such other duties as may be assigned by the Board of Directors.
The Secretary shall prepare and maintain full and complete records of all meetings of the members and of the Board of Directors and shall give or cause to be given, in a manner prescribed in these By-Laws, due notice of all meetings of meetings of the members and of elections and shall perform other duties prescribed by the Board of Directors; and,
Attest to the signature of the president on legal papers
Maintain contact with and file corporate papers as necessary
Have custody of all resolutions and valuable papers of this corporation
Sign all instruments which pertain to the business of this corporation.
The treasurer shall have custody of all funds of the corporation; and,
Sign all checks, drafts and other instruments pertaining to the finances of thiscorporation
Provide and maintain a full and complete record of accounts of this corporation in books belonging to this corporation, its assets, liabilities and financial condition and shall see that all expenditures are duly and properly authorized.
Prepare and submit to the Board of Directors, after close of each quarter, a statement of the financial condition of the association in such form and detail as the Board may require. The Treasurer shall also present a summary of the financial condition of the Corporation at the annual meeting of the members.
All funds of this corporation not otherwise used shall be deposited in one or more depositors approved by the Board of Directors. Such deposits shall be made in the name of the credit of this corporation only.
Each and every power, duty, authority and function of the members, the directors and the officers of this corporation shall be exercised in strict compliance with these By-Laws and the Constitution of this Corporation.
2. Removal From Office
Notwithstanding any other provisions of these By-Laws, any director, officer or employee of this corporation may be removed from office or from employment by the affirmative vote of two-thirds (2/3) of the members present at a special meeting of the members called for that purpose, but only after he has had an opportunity to be heard.
3. Conflict of lnterest
No director, officer or employee of this corporation shall, either directly or indirectly, participate in the deliberations upon or consideration of any question involving his pecuniary interest or that of any corporation, partnership or association (other than this corporation) in which he is directly interested. If such a question is before the Board of Directors, the interested officer or director shall withdraw from the meeting during such deliberations and in this case, the remaining directors present shall, by majority vote, exercise all powers of the Board of Directors, but only with respect to the one issue. Directors who have withdrawn are still considered "present" for the purpose of determining a quorum.
Copies of the Constitution's Constitution, By-Laws and all amendments thereto, results of nominations and elections and minutes of all meetings of the Board of Directors, shall be contained in a "Minute Book" of this corporation, together with any other papers of historical value. The minutes of all meetings shall be signed by the Secretary, or other person attending to their recording.
5. Inspection of Records
All books of account and other records of this corporation shall, on appropriate notice, be made available for inspection by any member and to any duly
authorized representative of the United States of America or the State of California upon his presentation of proper credentials. The Constitution and By Laws of this Corporation shall be kept by the Secretary and Financial Records kept by the Treasurer and shall be made available for inspection by members upon reasonable notice.
Amendments to the constitution shall only be made by a resolution duly adopted by a majority vote of the directors and by the vote or written consent of sixty percent (60%) or more of the members of the corporation and not otherwise.
Except as otherwise provided herein, these By-Laws may be amended by a majority vote of the directors present at any duly held meeting of the Board of Directors. An amendment to the By-Laws changing the authorized number of directors may be adopted by a majority vote of the members present at any annual, special or adjourned meeting of the members, provided due notice of such meeting, containing a copy of the proposed amendment, shall be given as required in Article III, Section 3 of these By-Laws. Any amendment relating to membership voting by mail must be presented to all members for their written vote by mail, as prescribed in these By-Laws.
3. Submission of Bylaws
Amendments to the Constitution and to these By-Laws shall be submitted to such persons and such governmental entities as may be required by the laws of the State of California and the United States of America, and by regulations then in effect.
BY-LA W ADOPTIONS
First set of amendments: Second set of amendments Board of Directors.
April 11, 1995
September 2004, at the regular meeting of the Adopted 10/14/2004
President: Mike Wright
Secretary: Charlie Cole