Bylaws restated 1998
NAME AND PURPOSE
††††††††††† Section 1. Name and Structure:† The name of this organization, a non-profit corporation of the State of
††††††††††† Section 2. Purpose and Objectives: (A) The purpose and objectives of this association are to advance the cause of conservation and to promote the sound management of the fish, water, and surrounding resources. We as a group also believe in the activities of all other groups within the Michigan United Conservation Clubs, including activities of, but not limited to, Fishing, Hunting, Trapping. We also believe in the sound management of all natural resources and natural environment within the State of
††††††††††† (B) The organization shall be operated on a non-profit basis for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any further federal tax laws. In furtherance of these purposes and subject to the limitations expressed in these Bylaws, the corporation may engage in any lawful activity including the receipt and administration of funds for these purposes.
††††††††††† (C) The
††††††††††† Section 1. Qualifications: Membership shall be open to all who subscribe to the purposes and objectives of the Corporation. Upon making application for membership, any person seventeen (17) years of age or older shall become a Regular member. Members less than seventeen (17) years of age shall become Junior members and shall have no voting rights. Members of sixty (60) years of age and older will be know as Senior members and will have all voting rights bestowed upon Regular members. Association members shall be issued individual cards to recognize membership.
††††††††††† Section 2. Responsibilities and Duties:† Regular, Junior and Senior members shall actively pursue the purposes of the organization. Regular and Senior members are entitled to vote in the election of Officers and Directors, and on all matters submitted to a vote of the membership.
††††††††††† Section. 3. Bylaws. When properly approved by the membership, every Club member shall receive a copy of these Bylaws.
††††††††††† Section. 4. Membership Dues.† The amount of annual membership dues shall be set forth by affirmative vote of the membership if recommenced for vote by the Board of Directors.† Annual membership dues are for the Association year and due on or before June 30. Failure to renew annual membership dues by Sept 30 will constitute termination of membership from the association.
††††††††††† Section 1. Offices:† The principal office and Registered Agent for the corporation shall be maintained in the City of
††††††††††† Section 1. Officers:† Executive officers of this Association shall consist of a President, Vice President, Recording Secretary and Treasurer/Membership Secretary.† All offices shall be elected to one year terms by the Membership.
††††††††††† Section 2. Duties of the President: The president shall be the chief executive officer of the Association and shall also serve as chairman of the Board of Directors.† He/she shall preside over all meetings of the Board of Directors and have supervision and direction of all Officers.† The President shall call all Board of Directors meetings.† The President shall have authority, subject to the control of the Board of Directors, over the administration and management of the affairs of the C.U.P.S.F.A. and shall represent the Club as itís spokesperson.†† The President shall see that orders and resolutions of the Board of Directors are carried into effect and may perform other duties as necessary to fulfill the responsibilities of the office.
††††††††††† Section 3. Duties of the Vice President.† The Vice President shall perform all duties of the President in his/her absence.
††††††††††† Section 4. Duties of the Recording Secretary.† The Recording Secretary shall take minutes of Membership and Board meetings and keep a record of all votes, handle correspondence of the Association, coordinate input to the publisher for the monthly newsletter and maintain all records of Association activities. Except when necessary to facilitate Association business, the Secretary, or any other officer, shall not divulge to any person the mailing list, or any part thereof, of this Association.
††††††††††† Section 5. Duties of the Treasurer/Membership Secretary.† The treasurer shall receive, properly account for, and deposit into the approved accounts, all Association income. He/She shall be authorized to pay all bills and expenses necessary to the operation of the C.U.P.S.F.A. upon approval by the Board.† A full account of finances will be given at each Membership meeting and at Board meetings. An annual Report shall be given at the Annual meeting.† The Treasurer will also be responsible for keeping an up to date database of the membership.† He/She shall receive and record all payments of dues and issue Membership cards as needed.† He/She shall serve as the contact person between the association and the Michigan United Conservation Clubs and keep dual membership records within the club database.
††††††††††† Section 6. Election of Officers.† The officers of this Association shall be chosen from candidates of the Nominations Committee.† Any member in good standing shall be eligible for any office.† Nominations will be accepted from the floor up to and including the meeting previous to the June annual meeting. Any member may nominate any other member for any office providing acceptance is assured. In a case of no nominations for any office, the Board of Directors will fill the position from the Board providing acceptance is assured.
† ††††††††† Section 7. Attendance.† If any Officer misses three consecutive regularly scheduled meetings without a good excuse being presented to the President within this time, he/she shall be automatically suspended from office and the office declared vacant.
††††††††††† Section 8. Vacancies.† When a vacancy exists in any office due to resignation, suspension, termination, or other reason, a successor may be appointed by the Board of Directors for the duration of the term.
††††††††††† Section 9. Compensation.† No compensation shall be paid to Officers for their services but expenses may be reimbursed by the vote of the Board of Directors for attending authorized business of the C.U.P.S.F.A..
BOARD OF DIRECTORS
††††††††††† Section 1. Board of Directors.† The government of this Association shall be vested in a Board of Directors consisting of 14 members. Ten of which shall be chosen from the Membership at large.† The four remaining members will be the President, Vice President, Recording Secretary and Treasurer. Four members from this Association will be elected annually to the Board for a term of 3 Years.† At subsequent annual meetings, elections shall be held to fill the vacancies occurring on the Board.† In the event of the resignation of a member of the Board, the remaining Board members may appoint a member to serve the remaining unexpired term.† ††††
††††††††††† Section 2. Board Responsibility.† It shall be the duty and responsibility of the Board of Directors to manage the business affairs of C.U.P.S.F.A., to carry out decisions or resolutions by the membership, and to report on actions recommended or taken by the Board at membership meetings.†† The Board shall have the power and authority consistent with Association objectives and these bylaws to address issues, formulate policy resolutions and initiate action in behalf of the Association.
††††††††††† Section 3. Regular meetings.† Board of Directors meetings shall be called on a regular basis by the President. Board of Directors meetings are open to attendance by any Association member.
††††††††††† Section 4. Special Meetings.† Special meetings of the Board of Directors may be called at the request of the President, or by four (4) Directors on three (3) day notice to each Director, either personally, by mail, or by electronic communications.
††††††††††† Section 5. Quorum.† It shall be necessary to have a quorum of seven (7) members to conduct business at any Board of Directors meeting.† The act of a majority of the Directors present at a meeting, at which a quorum is present, shall be the act of the Board of Directors, except as otherwise provided for by these Bylaws, or by the Articles of Incorporation.
††††††††††† Section 6. Special Funding.† The Board of Directors shall be limited to a maximum of $500.00 for payment of any expense or for authorizing any Association project or special event. Over this amount, membership approval is necessary.
MEETINGS OF MEMBERS
††††††††††† Section 1. Annual Meeting.† An annual meeting of Association members shall be held each year in June for the purpose of electing Directors and Officers, to review the annual financial report, and for conducting such other business as may come before the meeting.†† The date, time and place for the meeting will be determined by the Board of Directors and Club members will be notified at least thirty (30)days prior to meeting. The members attending the annual meeting shall constitute a quorum.
††††††††††† Section 2. Membership Meetings.† Membership meetings will be held from time to time as approved by the Board resolution and/or President.† The date and time will be noted to Club members in the Monthly Newsletters and by means of Radio advertisements.
††††††††††† Section 3. Special Meetings.† Special meetings of the members may be called by the Board of Directors or by the President.
††††††††††† Section 4. Conduct of Meetings.† A motion may be put on the floor by any member, provided it pertains to the subject being discussed at the time.† In order to pass, a motion must be supported by another member and have a quorum† of the members present.
††††††††††† Section 5. Quorum.† A quorum of at least ten (10) members must be present at any meeting in order to conduct business.† If a quorum is not present by one-half hour after the scheduled starting time, the meeting can be postponed by presiding officer.
RECORDS, FINANCIAL AND CONTRACTS
††††††††††† Section 1. Records. The Association shall keep correct and complete books and records of account and shall also keep Minutes of the Board of Directors and Membership meetings.† All books and records may be inspected by any member for any purpose at any reasonable time.
††††††††††† Section 2. Deposits.† All income, including dues collected, shall be deposited into the proper accounts. These accounts shall be approved by the Board of Directors.
††††††††††† Section 3. Payment of Bills.† The Treasurer, or in his absence the President or another person designated by the Board, shall be authorized to pay, upon approval by the Board of Directors, all bills and expenses for the Association.† All bills and expenses shall be paid by check.† All payments and expenses are to be accounted for.
††††††††††† Section 4. Fiscal Year.† The fiscal year of the Corporation shall end on the last day of June of each year.
††††††††††† Section 5. Gifts.† The Board of Directors or the President may accept, on behalf of the C.U.P.S.F.A., any contribution, gift of bequest for the general purposes or any special purpose of the C.U.P.S.F.A..† This Association shall not, under any circumstances, contribute any Association funds or goods purchased with Association funds to any organization, group, or individual except as authorized by the Board of Directors or the Membership.
††††††††††† Section 6. Contracts.† The Board of Directors may authorize any officer or agent of the Association to enter into any contract, or execute and deliver any instrument in the name of, and in behalf of, the C.U.P.S.F.A..
††††††††††† Section 7. Affiliation.† The Board shall have the authority to affiliate the Association with any other organization having like interests, aims or purposes.
AMENDMENT OF BYLAWS, ARTICLES OF INCORPORATION
††††††††††† Section 1. Amendments.† These Bylaws, Articles of Incorporation, may be amended by a two-third (2/3) vote of the members present at any annual meeting or regular membership meeting. Any amendment or addition to the Bylaws or Articles of Incorporation of this Association must first be referred to the Board of Directors for Study.† If recommended by that body, it must be brought to a vote of the membership.† A special meeting notice shall be send to all members.† A copy of bylaw or Articles of Incorporation changes will be given to every member attending. If approved, copy shall be sent to every member.
††††††††††† Section 1. Vote for Dissolution.† The quorum for any membership meeting in which a resolution to dissolve the Central Upper Peninsula Sport Fishing Association is to be considered shall be 50% of the total paid membership.† All members must first be notified by mail of the proposal and at least sixty days notice must be provided for any meeting in which dissolution may be considered. Adoption of such a resolution shall require a 2/3s vote of paid members.
††††††††††† Section 2. Dissolution.† In the event of dissolution of the Association, any assets remaining after satisfaction of all liabilities against the Association, shall be distributed among organizations having similar purpose and objectives, recognized under 501 (c)(3) of the Internal Revenue Code, as directed by the Corporations Board of Directors upon the consent of the Association membership.
††††††††††† Section 1. Publicity. News releases or any other public statements by the Association on any subject or issues may only be made with written or verbal consent of the Board of Directors.
††††††††††† Section 1. Correspondence.† Any communications for the purpose of solicitation with reference to the Association name in any way may not be used without consent of the Board of Directors.
††††††††††† Section 1. Political Agenda.† The Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. (including the publishing and distribution of statements)