BY-LAWS REVISIONS APPROVED
By: Larry Ray
The membership, at the regular meeting on March 12th, approved the proposed revisions to the club’s Bylaws and Standing Rules by a vote of 47 for and 1 against. The Board wishes to thank Devon Greyerbiehl and Jeff Johnson for serving with Larry Ray on the committee to draft the proposed revisions. Most of all, the Board thanks all those members who made the effort to read the proposed revisions and vote. The SFFC Board accepted and signed the Bylaws and Standing Rules on the 19th of March making them official. They are reproduced below.
BYLAWS OF SPOKANE FLY FISHERS, INCORPORATED
(Revised March 12, 2014)
NAMES AND OFFICES
A. NAME: The name of this nonprofit corporation is Spokane Fly Fishers, Incorporated.
B. OFFICES: Candidates for offices shall be nominated annually by the President and the Board of Directors, and offices filled by vote of the regular membership.
Membership in the Spokane Fly Fishers will be available in the following categories:
A. INDIVIDUAL: Available to all persons 18 years of age and over, who otherwise meet the qualifications of membership.
B. FAMILY: Available to all family units of parent(s) and children through age 18.
C. HONORARY: Available to persons who, in the judgment of, and upon proper vote by the Board of Directors, would make significant contributions to the aims and purposes of the Spokane Fly Fishers, without active participation in normal activities of the club.
D. LIFE: Life member shall consist of active paid members who receive the Founders awards, or those who pay the appropriate dues.
Prospective members of the Spokane Fly Fishers, Incorporated, must agree to conduct themselves in accordance with the provisions set forth in Article XV of these Bylaws. In addition, they must meet the following requirements:
A. INDIVIDUAL OR FAMILY:
1. Be at least 18 years of age, except children in the case of family membership.
2. Complete an application for membership and submit it to the Membership
3. Receive the approval of the membership committee.
4. Pay the first year’s dues.
1. Be recommended by a voting member of the Spokane Fly Fishers, Incorporated.
2. Receive approval by a majority vote of the Board of Directors
C. LIFE MEMBERSHIP – INDIVIDUAL OR FAMILY:
1. Must meet all of the requirements of an Individual or Family Membership set
forth in Section A of this article.
2. Pay a fee set by the membership as stated in the Standing Rules.
3. In case of divorce, Family Life Memberships will be converted to two individual
A. Dues for all categories of members, except Honorary, Individual Lifetime, and Family Lifetime, are due and payable annually by May 31.
B. Any member who has not paid the annual dues shall forfeit all privileges of membership.
C. A dues schedule applicable to all classes of membership will be published in the Standing Rules.
D. Any changes to the dues schedule shall be first approved by the Board of Directors and then by the majority vote of regular members at any regular or special membership meeting.
A. INDIVIDUAL MEMBERSHIP: Individual members are entitled to one vote.
B. FAMILY MEMBERSHIP: A family membership is entitled to two votes, providing:
1. Each family member voting must be 18 years of age or older.
2. Each voting member must be present for his or her vote to be cast.
C. HONORARY MEMBERS: Honorary members have no voting privileges.
D. LIFE MEMBERSHIP: Individual Life Memberships are entitled to one vote. Family Life Memberships are entitled to two votes, provided the provisions in B.1 and B.2, above, are met.
BOARD OF DIRECTORS
A. POWERS: The business and affairs of the corporation shall be managed by the Board of Directors.
B. NUMBER: There shall be no more than nine voting members.
C. ELIGIBILITY AND TERMS OF OFFICE: Members of the Board of Directors shall be elected by and from the general membership. Directors at Large (Board Positions 1, 2, and 3) shall serve three-year terms and may not serve more than two consecutive terms. Directors at Large shall serve their three-year terms on a rotational basis so that only one Director will normally be elected each year for a three-year term. The President shall serve not more than two one-year terms and shall remain on the Board for an additional year as Past President. The President must have been a member of the Board of Directors for a minimum of one year before accepting office. Other officers shall be elected for one-year terms and shall not serve more than two consecutive terms in the same office. The Sergeant at Arms shall be nominated annually by the President and shall be confirmed by a vote of the regular membership. The Sergeant at Arms shall be a voting member of the Board. The Past President shall also be a voting member of the Board.
D, REMOVAL OF DIRECTORS: A Director may be removed from office at any time upon the affirmative vote of two-thirds of the Board of Directors then in office, at any regular or special meeting of the Board. Notice of the proposed removal of any Director must be given to such Director at least one month prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Director must state cause for the proposed removal.
E. MEETINGS: The Board of Directors shall hold regular meetings on a day agreeable to the President and a majority of the Board, with the exception of June, July, and August, at places that may be designated by the President. Unscheduled meetings shall be coordinated with the entire Board of Directors, as necessary.
F. NOTICE OF MEETINGS: Notice of regular meetings shall not be necessary; however, an agenda describing the items for discussion shall normally be provided to the Board members prior to the meeting. Notice of special meetings may be given by any means of direct communication to the Board members’ known addresses listed on the club roster.
G. QUORUM: At all meetings of the Board of Directors a majority of the members shall be necessary and sufficient to perform club business and such acts of the quorum will be considered the acts of the Board. For SFF meetings and other gatherings, including electronic communications, a quorum shall consist of not less than five voting members.
H. VOTING: Each member of the Board of Directors shall have one vote in matters coming before the Board. All voting at Board meetings shall be by each member, in person, and voting by proxy shall not be allowed. Results of any votes will be forwarded to the Secretary for inclusion in the following month’s meeting minutes.
I. BOARD VACANCIES: The Board of Directors has the authority to fill all vacancies, except President. Any vacancy occurring on the Board of Directors, for any reason, shall be filled by an appointee of the President with the approval of a majority of the Board. Such appointees shall serve only the remainder of the term of the office or position to which they are appointed. In the event that the President becomes unable to perform his/her duties, he/she shall be succeeded by the Vice President.
J. OFFICERS: The Officers of the Spokane Fly Fishers, Incorporated, shall be President, Vice President, Secretary, Treasurer, and Sergeant at Arms.
K. NOMINATION AND ELECTION TO THE BOARD OF DIRECTORS: A nominating committee shall be appointed by the President and chaired by the immediate Past President. The committee shall be composed of four more members, not currently on the Board, but who have served as club officers or Directors at Large. The Nominating Committee shall nominate members for the offices of President, Vice President, Secretary, Treasurer, and vacant or expiring Directors at Large. The slate of nominees shall be presented to the membership at the March meeting. Voting will occur at the April meeting and elections shall be by a majority vote of the voting members present. Nominations from the floor shall be allowed prior to the vote at the April meeting.
BOARD OF DIRECTORS AND THEIR DUTIES
A. NUMBER: The officers of the Corporation shall be the President, Vice President, Secretary, Treasurer, and Sergeant at Arms. These Officers shall also serve as members of the Board of Directors. Officers are generally responsible to the President for direction in the discharge of their responsibilities.
B. PRESIDENT: The President of the Spokane Fly Fishers, Incorporated, shall supervise activities of the corporation and direct the execution of all deeds, contracts, and other obligations, on behalf of the corporation. Presides at all meetings of the Board of Directors and performs other duties usually inherent in such office, except that such duties may be delegated as the President of the Corporation sees fit to so delegate. The President will vote in accordance with the specifications set forth in Robert’s Rules of Order, in that his/her vote will be exercised only when necessary to break a tie vote or is otherwise necessary to determine an outcome. The President shall arrange an audit on the corporation’s financial records, by an accountant, at the close of each fiscal year.
C. VICE PRESIDENT: The Vice President of the Spokane Fly Fishers, Incorporated, shall act for the President in his/her absence, be in charge of all club programs and perform such other acts and duties as the President may delegate from time to time.
D. SECRETARY: The Secretary of the Spokane Fly Fishers, Incorporated, shall keep all records of the Board of Directors and the corporation, and perform such other acts as the President may direct. He/she shall sign in the name of the corporation, with the President (or in the Presidents absence, with the Vice President), all deeds, bonds, contracts, and other obligations on behalf of the corporation. He/she shall attend and keep the minutes of all the meetings of the Board of Directors of the corporation, showing their place of residence, and such books shall be opened for inspection as prescribed by law. He/she shall provide a board meeting agenda and provide a monthly report regarding club business (in the form of minutes of the previous meeting), at all regular membership meetings. He/She shall also ensure votes conducted outside board meetings are noted in the minutes of the subsequent board meeting.
E. TREASURER: The Treasurer of the Spokane Fly Fishers, Incorporated, shall receive and be accountable for all funds belonging to the corporation, pay all obligations incurred by the corporation when payment is authorized, maintain bank accounts in depositories designated by the Board of Directors, and render financial reports at each meeting of the Board and at all meetings of the regular membership. The Treasurer will publish an annual report of Financial Position and Income, less Expenditures, at the close of each fiscal year. Any requests for expenditures in excess of $50.00, not already approved in the budget, must be approved by a vote of the Board of Directors.
F. SERGEANT AT ARMS: The Sergeant at Arms shall be responsible for the maintenance of good order at meetings of the Board of Directors as well as at meetings of the regular membership. He/she may also be assigned other duties as the President may direct.
G. DIRECTORS AT LARGE: Directors at Large are directly responsible to the membership for the discharge of their duties. Directors shall be present at meetings of the Board of Directors and will discharge their duties by voting on the issues brought before the board. They may also raise issues before the board, as they deem necessary, in their direct responsibility to the membership. They may also agree to accept other specific duties as assigned by the President.
REVISIONS TO BYLAWS AND STANDING RULES
A. Revisions to the Bylaws must be recommended by the Board of Directors and approved by a simple majority vote of the regular membership in attendance at a regular or special membership meeting.
B. Revisions to the Standing Rules may be enacted by majority vote of the Board of Directors, with the exception that any changes to the dues schedule and amounts shall be first approved by the Board of Directors and then by the simple majority vote of regular members at any regular or special membership meeting (see Article IV, Section D above).
C. The Spokane Fly Fishers, Inc., Bylaws and Standing Rules shall be reviewed at least annually, and whenever significant change to club policy is directed by the Board of Directors.
COMMITTEES AND AFFILIATIONS
A. ADVISORY COMMIMTTEE: The Board of Directors may appoint from their number or from such other persons as the Board may see fit, one or more Advisory Committee(s) and at any time may appoint additional members thereto. Such Advisory Committees shall advise and aid the officers of the corporation in all matters designated by the Board of Directors. Each committee may, subject to approval of the Board of Directors, prescribe rules and regulations for the call and conduct of the meetings of the committee(s) and other matters relative to its procedures.
B. STANDING COMMITTEES. The membership of standing committees shall be appointed by the President. Standing committees of the Spokane Fly Fishers, Incorporated, shall be:
1.. MEMBERSHIP COMMITTEE: The Membership Committee shall be responsible for processing new members to the club. This includes review and approval of application forms, placement of new members on the mailing list, notification of the Secretary, provision of a list to the Publications Committee for the club roster, and/or any related jobs specified by the President or Board of Directors. This committee shall also publish a club roster, including the entire membership, prior to the September membership meeting. The Committee will also be responsible for other related jobs as specified by the President or Board of Directors.
2. PROGRAM COMMITTEE. The Program Committee shall be chaired by the Vice President and shall be responsible for outlining the monthly programs during the year.
3. BUDGET COMMITTEE. The Budget Committee shall consist of the current Treasurer and the immediate past Treasurer and shall be responsible for outlining the annual budget and submitting it to the Board of Directors at the September Board Meeting.
4. PUBLICATIONS COMMITTEE. The Publications Committee shall be responsible for the monthly publication of The Barbless Flyer, except during the months when no meetings are scheduled. This committee will also ensure that the current Bylaws and Standing Rules of the Spokane Fly Fishers, Incorporated, are posted to that organization’s website.
5. FEDERATION LIAISON. This one-person committee shall be responsible for acting as liaison between the Spokane Fly Fishers, Incorporated, and the Federation of Fly Fishers.
6. CONSERVATION COMMITTEE. The Conservation Committee shall be responsible for keeping the Board of Directors and membership current on those actions and activities affecting fishing and environmental issues in the local area and/or the region.
7. LIBRARY. This committee shall maintain a catalog of books, videos, and related materials, inventory said items annually, and recommend the purchase of new materials as directed by the President and the Board of Directors.
8. EDUCATION COMMITTEE. The Education Committee shall be responsible for developing programs that promote the mission of the Spokane Fly Fishers, Incorporated, in accordance with the Mission Statement.
9. OUTING COMMITTEE. The Outing Committee shall be responsible for the determination of suitable day and weekend outings for club members and for designating knowledgeable hosts for each outing.
C. AFFILIATION. The Spokane Fly Fishers, Incorporated, shall be affiliated with the Federation of Fly Fishers (FFF) and will actively promote the aims of that organization. Members of the Spokane Fly Fishers, Incorporated, will have all rights and privileges assigned club members who are affiliated with the FFF. All club members are, however, encouraged to join and support the FFF as individual members. Spokane Fly Fishers, Incorporated, may affiliate with other organizations, as approved by a simple majority vote of the membership.
D. PROJECT HEALING WATERS. The Spokane Fly Fishers, Incorporated, is dedicated to the support of Project Healing Waters Fly Fishing (PHWFF) and actively supports that organization through volunteer and financial support, as requested by PHWFF and approved by the Board of Directors of the Spokane Fly Fishers, Incorporated.
The fiscal year of the Corporation shall commence on the first day of June each year, and end on the last day of May each year. A yearly audit shall be conducted of the financial records at the end of each fiscal year.
PROHIBITION AGAINS SHARING IN CORPORATE EARNINGS
No Director, Officer, employee, member, committee, or person connected with this corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of the corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in the effect in any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All Directors of the corporation shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation then remaining, after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered, and paid over in such amounts as the Board of Directors may determine, or as may be determined by a court of competent jurisdiction upon allocation of the Board of Directors, exclusively to charitable, religious, scientific, literary, or educational organizations and in accordance with the Articles of Incorporation.
INDEMNNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
A. RIGHT TO. Any person made a party to any civil or criminal action, suit, or proceeding by the reason of the fact that he/she, their testator, or administrator, is or was a Director, Officer, or employee of this corporation, or of any corporation which he/she served as such at the request of this corporation, shall be indemnified by the corporation against the reasonable expenses, including, without stations attorney fees and amounts paid in satisfaction of judgments or in settlement other than amounts paid to the corporation by him/her, actually and necessarily incurred by or imposed upon him/her in connection with, or resulting from, the defense of such civil or criminal action, suit or proceeding, or in the relation to matters as to which it shall be adjudged in such civil action, suit, or proceeding, that such Officer, Director, or employee is liable for negligence or misconduct in the performance of his/her duties.
B. CRIMINAL CASES. In the case of a criminal action or proceeding, a conviction (whether based on a plea of guilty or no lo contendre or its equivalent, or after trial ) shall not of itself be deemed an adjudication that such Officer, Director, or employee is liable for negligence or misconduct in the performance of his/her duties to the corporation.
C. PAYMENT. Any amount payable pursuant to this Article may be determined and paid at the option of the person to be indemnified pursuant to procedures set forth from time to time, the Bylaws, or by any of the following procedures:
1. Order of the court having jurisdiction of any such civil or criminal action, suit, or proceeding.
2. Resolution adopted by a majority of the quorum of the Board of Directors of the corporation without counting in such a majority or quorum any interested Director.
3. Order of any court having jurisdiction over the corporation.
D. OTHER RIGHTS. Right of indemnification shall not be exclusive of any other right which such Officers, Directors, or employees of the corporation, and other persons above mentioned, may have or hereafter acquire, and without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, provision of law, or otherwise, as well as their rights under this section.
Any proposal to revise the Bylaws shall be submitted to the Board of Directors for review. If accepted by the Board, the proposal shall be announced in the club newsletter, The Barbless Flyer, in the issue prior to the meeting in which the vote will be taken. Reference to the proposed revision will also be published at the Spokane Fly Fishers, Incorporated, website. A simple majority vote of the members present at the regular meeting is required for approval of the proposed revision. Results of any such votes will be announced, by the President, at the general meeting following the general meeting at which the vote occurred.
Robert’s Rules of Order, Revised, latest edition, shall govern the proceedings of this organization and its meetings, provided, however, that if any conflict arises between the Articles of Incorporation and the Bylaws or Standing Rules of this Corporation, as opposed to Robert’s Rules of Order, then such Articles, Bylaws, or Standing Rules of the Corporation shall be controlling.
CONDUCT OF CLUB MEMBERS
All members of the Spokane Fly Fishers are expected to conduct themselves in a manner which will not bring discredit to the Spokane Fly Fishers. This rule includes conduct at club meetings or other club sponsored activities, observation of both Fish and Game regulations and aims and purposed of this club, and other public conduct which brings discredit on the Spokane Fly Fishers.
A. A Grievance Committee and Chairperson thereof shall be appointed by the President at such time as any member requests, in writing, that one be appointed. Not less than three members shall comprise the committee and the same shall be appointed from the Board of Directors.
B. Any member feeling aggrieved may state such grievance in writing, or submit his/her written grievance to the committee chairperson, if appointed, or to a member of the Board of Directors.
C. When a written grievance is received by the Board a meeting will be called within a month of receipt of the written grievance. The Board shall consider such grievance and, in writing, either reject the grievance or, within twenty days, call a hearing on the grievance. The aggrieved member shall be present at such hearing and should be prepared to testify or give other evidence as may be requested by the Board. If such grievance involves another member or members, such other member(s) shall be advised of the grievance, and may appear and present evidence, if such member desires.
D. Upon completion of the hearing, the committee shall make findings and recommendations in writing. Such findings and recommendations shall be submitted to the Board of Directors for action. Any action by the Board shall be appropriate and in keeping with the purposes of the club, it’s Articles of Incorporation, its Bylaws, its Standing Rules, and the laws of the State of Washington. The action taken by the Board may include expulsion of any member or members. Any action taken by the Board shall be final.
ATTESTED AND APPROVED: ___________________________
______ _Kurt Temple__________
The foregoing Bylaws were revised and approved by the majority vote of the regular membership of the Spokane Fly Fishers, Incorporated, held on March 12, 2014.
STANDING RULES OF THE SPOKANE FLY FISHERS, INCORPORATED
(Revised March 12, 2014)
A. All dues are collected annually in the month of May and paid in full by May 31, to correspond with the upcoming fiscal year which begins June 1 and ends May 31. New members making application March 1 or later will be considered members in good standing for the remainder of the current fiscal year, as well as the succeeding fiscal year.
B. Notice of the due date will be published in the March newsletter and collection will
begin in April. Any member who has not paid dues by May 31 will be dropped from membership.
C. Annual Dues Schedule:
Individual: $30.00 Individual Life: 10 X individual rate
Family: $35.00 Family Life: 10 X family rate
*A business which pays for a $100.00 ad in the newsletter is entitled to one individual membership, and is expected to pay by June 1.
II. BUSINESS RELATIONSHIPS
A. The Spokane Fly Fishers, Incorporated, will make every reasonable effort to avoid intentionally showing favoritism to one business over another.
B. Professional fly tiers, rod builders, etc., who are members or guests may present their business cards to people who inquire about their product(s), but they may not display their business cards at club meetings or in conjunction with club participation in events such as the Big Horn Show, NW Game Fish Show, etc. Speakers at club meetings may solicit club members in conjunction with their visit (i.e., book sales, guided fishing trips, etc.), but it would not be appropriate for them to give a presentation that is more sales pitch than information/entertainment.
III. CLUB PROPERTY. The Secretary shall obtain an updated inventory of club property from each individual holding such property, each fiscal year.
IV. CLUB AWARDS. Each of the awards described in subsections A. through E. below are handled by the current recipient. He or she is responsible for convening an appropriate selection committee, seeing that the traveling award is turned in for engraving, and for presentation of the award at the annual banquet. However, it is recommended that the President appoint a trusted individual to ensure timely selection and preparation of awards. In addition, this individual may be privy to the names of the new winners for the purpose of ensuring that one person is not normally chosen to receive more than one award (this should only occur in exceptional circumstances and it may be preferable to omit giving a particular award for a year if suitable recipients for all the awards are not available).
A. Lambert Award. The award is given to an individual who has made unique contributions to the club and has been actively involved in club programs and leadership over a sustained period of time. The recipient is chosen by the Board of Directors and due to the unique qualifications required, the award is given on an exceptional rather than annual basis. The traveling award is a large plaque with the names of winners engraved on small plates.
B. Founders Award. The award is given to an individual, family, or groups who represent the highest standards of the club and are actively involved as evidenced by their participation in club events and projects. The winner must be very visible and contribute time and effort to the needs of the club. The recipient is chosen by a committee of three past recipients usually chaired by the current holder of the award. Need not be awarded every year. The traveling award is a large plaque with the names of previous winners engraved on small plates. A Life Membership accompanies the award.
C. Chris Lunde Memorial Conservation Award. The award is given to an individual who has demonstrated special efforts in the conservation of fishing resources. The recipient is chosen by a committee of previous winners usually chaired by the current holder of the award. The traveling award is an oak shadow box with the names of all past recipients on small plates.
D. Fly Fisher of the Year. The award is given to an individual, family, or group who represents the highest standard of our family club. They should be actively involved as evidenced by their participation in meetings, outings, and conservation projects, with time and effort contributed to the needs of the club. The recipient is chosen by a committee of three past winners, usually chaired by the current holder of the award. It is to be given annually. The traveling award is a plaque with the names of past winners engraved on individual plates. The selected winner receives a shadow box of flies prepared by club members.
E. Mover and Shaker Award. The award is given to an individual, family, or group who has been particularly active in club events and projects. The recipient is normally a relatively new member of the club or one who has only recently become actively involved. The winner is chosen by the current holder of the award. The award is a plaque with the names of previous winners engraved on small plates.
F. Golden Nymph Awards should be presented to speakers making presentations to the club without monetary charge. The Vice President will normally be responsible for having the plaque engraved prior to the meeting.
A. A significant gift should be given to the outgoing President. Limits on the cost of the award are usually determined by the amount budgeted for the year. The gift is chosen by the Past President in coordination with the Board of Directors and is presented by either the Vice President or Past President.
B. The outgoing President may choose to present some form of recognition to board members who have completed their terms of office. Again, costs are usually determined by the amount budgeted.
VI. CURRENT OFFICERS AND BOARD MEMBERS of other fly clubs or conservation groups shall not also be SFF Officers or Board members.
VII. CONTRIBUTIONS. The club should endeavor to recognize all contributions it receives. Individuals who donate items for the Fly Auction, Conservation Raffle, etc., should be sent a thank you letter by the event chair, or by the recipient of the prize. Likewise, members who contribute time and effort to club events should be recognized in the newsletter, by letter, or in some other appropriate fashion. Contributing businesses or organizations should be recognized by letter prepared for the President’s signature and, if appropriate, by comments at club meetings or in the newsletter.
VIII. BOOKS, VIDEOS, ETC. New books, videos, etc., should be acquired by the Librarian as funds become available. New members should be provided a list of club books and videos when they join and the membership should be reminded periodically concerning the availability of these materials.
IX. NEW OFFICERS A ND BOARD MEMBERS. New Officers and Board Members should be provided copies of the current club Bylaws and Standing Rules. In addition, they should be available to any member who requests them.
X. STANDING RULES. All additions or changes to the Standing Rules shall be approved by the Board, with the exception of changes to the dues schedule (see Subsection I.C. above).
XI. MISCELLANEOUS. Barring other short term club uses, food left over after the Christmas buffet, outings, and other club activities should be donated to the Union Gospel Mission or similar organizations.