CONSTITUTION AND BYLAWS OF THE LONG BAY FLY FISHERS

                                

ARTICLE I - NAME AND PURPOSES

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Section 1 - Name.  This organization shall be called "THE LONG BAY FLY FISHERS" and is referred to in these Constitution and Bylaws as the "Organization".

 

Section 2 - Purposes.  This Organization is a non-profit membership organization established to be organized exclusively for educational and conservation purposes within the meaning of Section 501(c)(3), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.  The purposes for which it is organized are as follows:

 

A.  To provide members with a forum for education and resource stewardship through the sport of fly fishing;

 

B.  To promote fly fishing through education of our Members as an enjoyable and sporting method of fishing, and a method most consistent with the preservation of conservation - wise use - of our fishing waters and game fish in South Carolina;

 

C.  To exchange the best practices and techniques of fly fishing, fly tying, casting, and other related subjects.

 

ARTICLE II - MEMBERSHIP

 

Section 1 - Eligibility.  Membership in the club shall be limited to no more than 25 Members at any time.  If an existing Member wishes to terminate their active status only then will a new membership position be available. Club membership is closed to new members unless the Board of Directors authorizes any new positions to be available.  If new membership positions become available then the Board will solicit the Membership for nominations. Club membership is by invitation only.  Prospective Members must be sponsored by an existing Member.  Existing members may nominate a new member to the Board of Directors by using the Nominating Form.  This Form must be submitted for approval at the Annual Meeting. Any person eligible for election to Membership whether voting or non-voting must be nominated and approved for Membership by a 2/3 vote of the Board of Directors at the Annual Meeting or at a Special Meeting for such purposes if called forth by the Chairman of the Board.

 

Section 2 - Membership.  The Board of Directors shall establish procedures for membership application, classes of membership, and dues and assessments.  Each member is expected to actively support the purposes of the Organization. 

 

Section 3 - Obligations.  Each Member is required to pay an annual fee of $30, due by July 10th.  Membership may be paid after this date but will include an additional penalty of $10 bringing the total cost to $40 if paid after this date.  All payments shall be made in cash and shall be made only in attendance of a club meeting or by giving their payment to another Member who will bring it to the meeting for them.  Members may pre pay their dues at any time for the upcoming year. 

 

Section 4 - Termination, Suspension, and Renewal.  The Board may suspend or change the membership status of a member at any time for infraction of any Organizational rule or for any other cause if the Board shall deem such action to be in the best interest of the Organization.  The Board shall immediately notify the member of its action and the reasons in writing.  The member shall be entitled to a reasonable opportunity to be heard by the Board, concerning the suspension.  The Board may continue for a definite term, terminate or rescind the action or expel the member, and its decision shall be final.  Upon termination the member shall be entitled to a partial refund of the annual fee per year pro rata.

 

ARTICLE III - AUTHORITY

 

Section 1 - Membership. Rights and powers which may be exercised by the Organization shall be duly vested in the voting membership.  These rights and powers shall be subject to exercise or change by the membership at a regular business meeting or a duly called meeting of the organization.

 

Section 2 - Board of Directors.  The Board shall control the business and affairs of the Organization and may exercise all such authority and powers of the Organization and do all such lawful acts and things as are not by law, the Articles of Incorporation or these bylaws. 

 

ARTICLE IV - MEETINGS OF THE ORGANIZATION

 

Section 1.  Annual Meeting.  The annual meeting of the membership shall be scheduled once every year as determined by the Board.

 

Section 2.  Regular and Special Meetings.  Regular and special meetings of the membership shall be held whenever such a meeting is called by:

 

A.  The Board; the President of the Organization, or

 

B.  A vote of the majority of the members at a regular or special meeting of the Organization; or

 

C.  A written petition to the Board signed by not less than 25% of all the voting members of the Organization.  The petition shall state the purpose of such special meetings.

 

Business conducted at Special meetings shall be identified in the call of the meeting and limited thereto.  Items to be included in the Agenda must be submitted by either a Board member or Officer.  It will be the responsibility of the Secretary to compose the Agenda and to publish the Agenda on the club website longbayfly.org no less than ten days prior to the meeting.

 

Section 3.  Proxies.  Votes on actions at meetings of the general membership may be cast in person or by proxy.  Proxy forms shall be designated by the Board and accepted by the Secretary before the meeting in which it shall be voted.

 

Section 4. Quorum.  At any general membership meeting, the quorum shall consist of those members present.  The act of a majority of the members present at meetings at which there is a quorum will be the act of the Organization with the exception of changes to the Constitution or Bylaws which may be only changed as stated in ARTICLE XIV - AMENDMENTS.

 

Section 5. Notice of Meetings.  Notice of each annual, regular and special meeting shall state the place, date and hour of the meeting.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  Notice of the meetings may be included in the Club Website longbayfly.org, newsletters or other periodicals regularly published by or in behalf of the Organization. It shall be given not less than fourteen days before such date.  Notice of the annual and regular meetings may be given in one notice establishing the dates of each meeting for the year.

 

ARTICLE V - BOARD OF DIRECTORS

 

Section 1.  Number and Selection of Directors.  There shall be an initial  Board of Directors consisting of three (3) persons. Dr Paul Sasser Chairman, and two additional board Members, Dr Ross Taylor and Captain Newman Weaver.

 

Section 2.  The Board of Directors shall serve until resignation or removal by 2/3 vote of the Board.

 

Section 3.  Eligibility.  Any member of the Organization in good standing is eligible for election to the Board.

 

Section 4.  Place of Meeting.  The Board may hold its meetings at such place or places as the Board from time to time may determine or as shall be specified or fixed in the respective notices or waivers of notice.

 

Section 5.  Regular Meetings.  Regular meetings of the Board shall be held not less than once a year as determined by the Board Chairman.

 

Section 6.  Special Meetings.  Special meetings of the Board may be called by the Board Chairman.

 

Section 7.  Quorum and Manner of Acting.  A quorum will consist of two thirds of the Directors of the whole Board. 

 

Section 8.  Notice of Meetings.  Notice of each regular and special meeting stating the time and place shall be given to each member of the Board by by electronic means.  The notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. 

Section 9.  Informal Procedure.  To the extent permitted by law, the Board may act by mail, telephone, or other methods to transact its business.  Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

  

Section 10.  Vacancies.  Any vacancy in the Board shall be filled by appointment from the Chairman. 

 

ARTICLE VI - OFFICERS

 

Section 1.  Officers.  The officers of the Organization will be a President, a Secretary, and a Treasurer. Any two or more offices may be held by the same person, except the offices of President and Secretary.

 

Section 2.  Election and Term of Office.  The officers of the Organization will be elected annually by the Board at the regular annual meeting of the Board in June.  The President shall place the slate of nominees before the Board.  If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the Board.  All officers will hold office for one year or until their successors are elected.  

 

Section 3.        Other Officers and Employees.  The Board may elect or appoint such other officers and employees as it deems desirable, such officers and employees to have the authority, and to perform the duties prescribed, from time to time by the Board.  The Board shall fix the compensation for any paid officer, employee, or agent of the Organization.  The Board may delegate to any executive officer or to any committee the power to appoint any such other officers and employees and to fix their compensation.

 

Section 4.  Removal.  Any officer of the Organization may be removed at any time, by resolution adopted by a majority of the whole Board at a regular meeting or a special meeting called for that purpose.

 

Section 5.  Vacancies.  A vacancy in any office because of death, resignation, removal or any other cause, shall be filled by the Chairman of the Board for the unexpired portion of the term.  In the event of a vacancy in the office it may be alternatively filled by an officer appointed by the Board Chairman.

 

Section 6.  President.  The President will be the principal executive officer of the Organization and shall have the general powers of supervision and management over the business and affairs of the Organization as are allowed by the Board of Directors.  The President will preside at all group meetings.  The President may sign, with the Secretary or any other proper officer of the Organization authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the Organization; and in general the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

  

Section 7.  Treasurer.  The Treasurer will have charge and custody of and be responsible for all funds and securities of the Organization; shall prepare an annual budget to the Organization; receive and give receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies, or other depositories as are selected by the Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board.

 

Section 9.  Secretary.  The Secretary shall keep the minutes of all meetings; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.

 

ARTICLE VII - COMMITTEES

 

Section 1.  Committees of Directors.  The Board may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent defined by the Board, shall have and exercise the authority of the Board in the management of the Organization.  Actions of these committees shall be ratified by the Board as a whole.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon the Board or a Director by Law.

 

Section 2.  Other Committees.  Other committees not having and exercising the authority of the Board in the management of the Organization may be appointed in such manner as may be designated by a resolution adopted by the Board.  Except as otherwise provided in such resolution, members of each such committee shall be members of the Organization, and the President of the Organization shall appoint the member thereof.  Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Organization shall be served by such removal. 

 

ARTICLE VIII - RESIGNATION

 

Any Director or Officer may resign their office at any time by giving written notice of resignation to the President or the Secretary of the Organization.  Such resignation shall take effect at the time specified, or if no time is specified, at the time of receipt.

 

ARTICLE IX - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

Section 1.  Contracts.  The Board may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to specific instances.

 

Section 2.  Checks, Drafts, etc.  All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issues in the name of the Organization, shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board.  In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or the President.

 

Section 3.  Deposits.  All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories as the Board may select.

 

Section 4.  Gifts.  The Board may accept on behalf of the Organization any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Organization.

 

ARTICLE X - OFFICES, BOOKS AND RECORDS

 

Section 1.  Offices.  The principal office of the Organization shall be at such place as the Board may determine.  The Board may from time to time and at any time establish other offices or branches of the Organization at whatever place or places it deems to be expedient.

 

Section 2.  Books and Records.  The Organization shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its Board of Directors and committees having any of the authority of the Board of Directors. All books and records of the Organization may be inspected by any member of the Organization, or his or her agent or attorney, for any proper purpose at any reasonable time.

 

ARTICLE XI - FINANCE

 

Section 1.  Fiscal Year.  The fiscal year of the Organization shall be beginning on July 11th each year. 

 

Section 2.  Budget.  The Board shall review and approve the annual budget for the Organization submitted by the Treasurer.

 

Section 3.  Expenditures.  No part of the net earnings of the Organization shall inure to the benefit of, or be distributed to its directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I.

 

Section 4.  Financial statements.  Financial statements shall be submitted by the Treasurer at each quarterly meeting.  

 

ARTICLE XII - GENERAL PROVISIONS

 

Section 1.  Avoidance of Political Activity.  No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in  (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

 

Section 2.  Relations with Other Organizations.  The Organization shall have no financial interest in the property, assets, or liabilities of any other organization in which it may hold membership or with which it may be affiliated, unless specifically agreed in writing by both parties and approved by the Board.

 

Section 3.  General Activities.  Notwithstanding any other provisions of these articles, the Organization shall not carry on any other activities not permitted to be carried on by:  (a) a organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code; or (b) a organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

 

ARTICLE XIII - NONDISCRIMINATION

 

It shall be the policy of the Organization to provide equal membership/employment/service opportunities to all eligible persons without regard to race, color, religion, sex, or national origin.

 

ARTICLE XIV - AMENDMENTS