BY-LAWS
OF
DEEP CREEK FLY FISHERS, INC.
A California non-profit Corporation 501 (c) (3) #33-0797023
Corporation #2236785

ARTICLE I
MEMBERSHIP

1. Qualifications

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 ByLaws 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 application fee as set by the Board of Directors for the current calendar year.

4. Failure to Pay Dues

A member, who fails to pay dues within the first three (3) months of the applicable year, shall be suspended from membership.

5. Expulsion

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 responsibilities, 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.

6. Withdrawal

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.

7. Personal Liability

No member, even an officer or director, shall be personally liable for any bills or obligations, past or present, of this Corporation, except for 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 (1) voting right each.

Family Memberships: Those persons who have paid their dues and are over the age of eighteen (18) years, spouses, and children of such member and/or spouse, shall be family memberships and each family membership shall have 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 (1) 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.


ARTICLE II
ANNUAL DUES

1. Regular Membership –$ 40.00 per year
2. Family Membership - $ 60.00 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 an application for membership and, regardless of the time of year when such application is submitted, a full year’s 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.

APPLICATION FEE

All new members shall pay an application fee of fifteen dollars ($15-). This fee will allow the new member to receive one name badge and information to the website for the club Constitution and By-Laws. Applicants for Family Memberships shall pay the application fee per family member (per name badge). An embroidered patch is available for an additional fee.

ARTICLE III
MEETINGS

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 regular November meeting.

3. Special Meetings

Special meetings of the general membership, shall be called by the President, First Vice President, Second 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 there at. Such notice to be given by Email/mail at the last address known for such member and maintained by the Corporation.

4. Quorum

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 (if no Holiday Banquet is to occur)
f. Adjournment

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.

ARTICLE IV
OUTING GUIDELINES

Regular members, family members, life members, honorary members and junior members shall have first rights to attend a scheduled outing. Non-members 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/her position on the outing roster with another person shall be entitled to a refund as long as the replacement has paid his/her 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 DCFF outing attendance shall be made by check payable to: Deep Creek Fly Fishers, Inc.

ARTICLE V
ELECTIONS

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 to serve if elected. The elected positions are: President, First Vice President, Second 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 annual November meeting after the nominations for elected officers are completed and the new officers shall be installed at the Holiday Banquet in December or as provided for in Article III, Section 2.

ARTICLE VI
BOARD OF DIRECTORS


1. Number and Qualifications
The Board of Directors shall consist of the following elected officers and appointed board members:
Elected officers:
           President
           1st Vice President
           2nd Vice President
           Secretary
           Treasurer

Appointed board members:
            Newsletter Editor
            Education chairperson
            Conservation chairperson
            Outing chairperson
            Trout-in-the-Classroom chairperson
            Opportunity Drawing chairperson
            Club Membership chairperson
            Web Master chairperson
            Social Media chairperson
            Two past presidents acting as directors at large, in an advisory, non-voting capacity
           
Any members elected or appointed to the Board of Directors shall be considered as qualified to serve by their presence at the first meeting of the Board of Directors, after their 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. Mid-year appointees shall serve until the next installation of officers, as provided for in Article V, Section 2.

3. Quorum

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.

4. Meetings

Regular meetings of the Board of Directors shall be held each quarter. The president, or in his/her absence, the first vice-president or second 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.

5. Absence

Unless duly excused by the Board of Directors, the office of a director shall be declared vacant if he/she is absent from three (3) consecutive regular meetings of the Board of Directors, and the vacancy filled as proscribed in Section 6 below.

6. Vacancies

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 final 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 By-Laws.

To direct and control the deposit or investment of funds.

To provide for an audit of the corporation’s 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 and fees as proscribed in Article II of these By-Laws.

To suspend or waive the payment of dues and fees at its discretion.

To call special meetings of the members.

To submit to the members, for voting by mail/Email, any matter which, in its judgment requires or justifies such handling.

ARTICLE VII
OFFICERS

1. Identification: The officers of this corporation shall consist of a president, first vice-president, second vice-president, secretary and treasurer.

2. President:
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 By-Laws, or as prescribed by the Board of Directors.

3. First Vice-President and Second Vice-President:
The vice-presidents 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.

4. Secretary:
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.

5. Treasurer:
The treasurer shall have custody of all funds of the corporation; and, sign allchecks, drafts and other instruments pertaining to the finances of this corporation.
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, at the quarterly Board meetings, 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.

ARTICLE VIII
FUNDS

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.

Bank debit cards will be issued to the President, 1st Vice President, 2nd Vice President, Treasurer and Opportunity Drawing Chairperson. The card may be used for organization business only. Card purchases of more than $200 must be approved in advance by the President or in the absence of the President, by the Treasurer. Card Purchases of more than $200 by the President must be approved in advance by the Treasurer.

There shall be at least three signers for the club checking account at all times from the five elected board officers.

ARTICLE IX
GENERAL

1. Compliance

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/she has had an opportunity to be heard.

3. Conflict of interest

No director, officer or employee of this corporation shall, either directly or indirectly, participate in the deliberations upon or consideration of any question involving their pecuniary interest or that of any corporation, partnership or association (other than this corporation) in which he/she 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.

4. Records

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. A current copy of the Constitution and these Bylaws shall be posted on the club website. 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/her 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.

ARTICLE X


1. Constitution

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.

2. By-Laws

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 ByLaws. Any amendment relating to membership voting by mail/Email must be presented to all members for their written vote by mail/Email, 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-LAW ADOPTIONS

Original Adoption;
First set of amendments: 1984
Second set of amendments: Board of Directors. 1984
Third set of amendments: April 11, 1995
Forth set of amendments: 10/14/2004
Fifth set of amendments: September 2018
Sixth set of amendments: May 2022
Seventh set of amendments: September 2022

APPROVED Signed
President: Gary Applebee

ATTESTED Signed
Secretary: Jill Wagner