Fidalgo – San Juan Islands Chapter, Puget Sound Anglers
By Laws

 (Approved February 19, 2013)

Article 1

Section 1:

The name of the organization shall be Fidalgo – San Juan Islands Chapter, Puget Sound Anglers.

Section 2:

The club shall be incorporated and operated as a non-profit organization, non-political and non-sectarian, to conserve and preserve salmon, steel head and trout as a game fish, to promote sport fishing in a sportsmanlike manner, and to work with and encourage constituted authorities and other conservation organizations to that end, through scientific, yet practical, fisheries management; through land, water and watershed management to provide desirable food and habitat; through fishing regulations to preserve and enhance the salmon, steelhead and trout; through dissemination of full and accurate information to the club members and the general public.

Section 3

The club shall not promote or oppose the candidacy of any person seeking election to public office. No substantial part of the activities of the club shall be carrying on propaganda, or other attempts to influence legislation. This does not preclude the club from contributing to a PAC if the majority of the membership present at a regular meeting so approves.

Article II

Section 1:

The December meeting of the club shall be considered the annual meeting of the organization. – -. It shall be the duty of each member to keep the secretary aware of their address. Notice via telephone or mailing – shall be considered sufficient notice to attend this meeting, provided however, that a failure to -provide such notice, or any irregularity in the same, shall not affect the validity of any such annual meeting, nor any proceeding at the meeting.

Section 2:

Special meetings of the members may be called upon request by a majority of the board of directors; or upon demand in writing signed by no less than one-half (1/2) of the members in good standing; by mailing of a notice by the secretary indicating briefly the object or subjects thereof, at least ten (10) days prior to the date of such meeting to each member of record in good standing.

Section 3:

Regular meetings shall be held at a time and place determined by the membership or the board of directors.

Section 4:

At any meeting of the members, a majority of those present who are in good standing, shall constitute a quorum of the members for all purposes.

Section 5:

At each meeting of the members a true and complete list in alphabetical order of all members entitled to vote at such meeting, certified by the secretary, or any other officer/board member in the secretary’s absence, shall be present. Only the persons appearing on such list shall be entitled to vote.

 

Article III

Section 1:

The property and affairs of the club shall be managed and controlled by a board of directors composed of three (3) or, more elected members, but not to exceed a total of fifteen (15) members, plus the executive officers as hereinafter provided. The executive board of directors shall be composed of three (3) or more elected members, but not to exceed fifteen (15) members, the executive officers, and the immediate past president. When including the executive officers and the immediate past president, more than fifteen (15) members may serve on the board of directors. At the annual membership meeting in Anacortes, Washington there shall be chosen from the qualified membership three (3) or more persons, but not to exceed (l5) members, to serve as members of the board of directors. The aforesaid three (3) or more members, but not to exceed a total of fifteen (15) members of the board of directors shall be elected by a direct vote of the members of this club. If the office of any director, the president, the vice president, secretary or treasurer is vacant by reason of death, resignation, disqualification or otherwise, a successor shall be elected by the board of directors and ratified by the membership at any regular or special meeting and such successor shall hold office for the unexpired term. It is generally desirable that approximately 1/3 of the board members terms expire each year thus when filling vacated positions, adjustments to term lengths may be made to accomplish this. Adjustments to term lengths may be made with approval of a vote by the majority of the membership present at a regular meeting.

Section 2:

The board of directors, as constituted at any annual meeting of the membership, shall meet immediately thereafter for the transaction of such business as may arise. The regular meeting of the board of directors shall be held at a time and a place as the board of directors shall decide. Special meetings of the board of directors may be called by the president or upon request of a majority of the directors.

Section 3:

Not less than one-third (1/3) of the board of directors shall be necessary to constitute a quorum of the board for the transaction of business. Any board member who shall be absent from three (3) consecutive meetings of the board of directors shall stand automatically removed unless such action is excused by formal resolution of the board

Section 4:

The president shall serve as chairman of the board of directors, and if absent, the vice president shall serve, and if absent, whomever director the board of directors shall appoint.

 Article IV

Section 1:

The executive officers shall be elected from among the qualified members of the club. Election of officers shall be conducted during the regular December membership meeting. All officers shall be elected to their office for a term of one (1) year. No officer is required to accept re-nomination to their previous office and he/she may hold the same office more than two consecutive terms.

Section 2:

The board of directors may appoint such other subordinate officers as they shall deem necessary who shall have such authority and perform such duties as may be prescribed by the board of directors.

Section 3:

The Fidalgo – San Juan Islands chapter of PSA shall have standing committees that further the goals of the chapter. Standing committees shall be reviewed as required by the board for appropriateness.

Section 4:

The president shall be the chief executive officer of the club. He/she shall have the general, and active, management of the business and affairs of the club. He/she shall chair the Programs and Education Committee. With the secretary, he/she may sign and execute in the name of the club all contracts, agreements and other obligations of the club subject to the approval of the board of directors. He/she shall have the general supervision and direction of all other officers of the club, and shall see that their duties are properly performed. He/she shall submit a report of the operations of the club to the members at each annual meeting and from time to time shall report to the board of directors all matters within his/her knowledge in which the interests of the club may require to be brought to their notice. He/she shall do and perform such other duties as from time to time may be assigned to him/her by the board of directors.

Section 5:

The vice president shall preside at any meeting of the membership from which the president may be absent and may serve as chairman of the board of directors in the absence of the president. In the event the office of president is vacant for any reason, the vice president shall become president and serve as such for the unexpired term. He/she shall chair the Membership and Public Relations Committee.

Section 6:

The secretary shall keep the minutes of all meetings of the board of directors and the general membership meetings. He/she shall keep an accurate and current record of all memberships. He/she shall be the custodian of the corporate seal and all the records, papers and files of the club. Except when necessary for the purpose of meetings, he/she shall not disclose to any persons the names and addresses of members or membership list without approval of the officers and the board of directors. He/she shall attend to the giving and serving of all notices of the club and shall perform generally all duties pertaining to the office of secretary of a club, subject to the control of the board of directors.

Section 7:

The treasurer shall have custody of all funds and securities of the club. When necessary or proper, he/she shall endorse on behalf of the club for collection all checks, notes, drafts and other obligations and shall deposit the same to the credit of the club in such bank or banks as the board of directors may designate. All checks or warrants for the disbursement of funds of the club shall be signed by the president, or raffle chairman, or treasurer. He/she shall cause to be entered regularly in the books of the club, to be kept for that purpose, full and accurate accounts of moneys received and paid on accounts the club and, whenever required by the board of directors, shall render a monthly statement of his/her cash account and shall at all reasonable times exhibit his/her books, records and accounts to any director upon application. On a monthly basis, the treasurer shall submit an electronic copy of the books of the club to another board designated officer or board member.  This designated individual shall verify the information provided against the online bank records and report the results to the Board of Directors at the regular meetings. Furthermore, that person responsible for oversight will have the address(es) and passwords(s) for online view only access to the club’s bank accounts(s).    

Section 8:

The Governmental Relations person shall represent the chapter at state and regional government and agency meetings to provide input consistent with the goals of the organization.

Section 9:

The positions of President, Vice President, Secretary and/or Treasure, on occasions, may be combined – and the duties performed by one person if approved by a majority vote of the membership at a regular meeting.

Article V

Section 1:

Any person of good reputation in his/her community and whose interests and philosophy support the aim of this club will be considered for membership by applying in writing. Membership shall not be denied because of race, creed, religion or sex.

Section 2:

Memberships are considered to be family memberships. The adult partners of the family both have the right to vote and hold office if they so choose. Children of the above mentioned – do not have the right to hold office or vote, but are considered members and receive all other benefits.

Section 3:

The following causes shall be considered as cause for suspension from membership in this club:

A) Default in payment of annual dues for more than sixty (60) days.

B) Conviction of a willful violation of any of the fish and game laws of any state or of the United States. This provision is applicable for misdemeanors, gross misdemeanors and felony convictions. This does not include what is considered by the law as infractions. Examples of infractions include failure to pinch barbs and recording catch on the catch record card.

C) A member may be suspended from membership by the board of directors for any cause whatever and whenever the board shall deem the member undesirable. Any conduct of a member which is or is likely to be, or tends to operate or result injuriously to this club or its members shall be considered just cause for suspending such offending member. The action of the board of directors must be reviewed by the membership at the next regular membership meeting at which time the member shall be reinstated or expelled by a majority vote of the members.

D) Members may be reinstated by a majority vote of the members present at a regular meeting.

 Article VI

Section 1:

All moneys or other assets coming into or belonging to this club whether from dues, contributions or otherwise, shall be used only for the purpose of promoting, developing and advancing the purposes for which this club is created, less necessary operating and other actual expenses.

Section 2:

No officer, director or member shall receive, be paid, or charge any salary as such. Expenses of officers, directors and members incident to activities on behalf of the club may be paid at the direction of the board of directors.

Section 3:

All property, personal and mixed, which the club shall ever receive shall be used exclusively for educational and scientific purposes including the conservation, preservation and enhancement of steelhead, salmon and trout on the North American continent. No part of net earnings or other property of the club shall inure to the benefit of any private member or individual.

 Article VII

Section 1:

The bylaws of this club may be added to, amended or repealed in whole or in part by a majority vote of the members in good standing at any regular or special meeting, provided however, that an e-mail notice of the intention at least ten (10) days preceding such meeting of the members to add to or amend or repeal the bylaws, in whole or in part, shall have been given to members of record who have provided e-mail addresses.

Article VIII

 

Section 1:

At all times when the organization as a whole or any part thereof, including meetings of the board of directors, the executive board of directors, or committees, is duly and formally convened for the purpose of deliberation and the transaction of business, Roberts Rules of Order and Procedures may govern the meeting, as the case may be on all matters relating to order and procedure including nominations and elections.