Bylaws of Carolina Fly Fishing Club, Inc.
Article I - Name and Purposes
Section 1 - Name. This organization shall be called the “Carolina Fly Fishing Club, INC.” and is referred to in these Bylaws as the “Organization”.
Section 2 - Purposes. This Organization is a non-profit membership corporation established as a local extension of the Federation of Fly Fishers, Inc. (Federation) 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 as the most enjoyable and sporting method of fishing, and the method most consistent with the preservation of conservation - wise use - of our fishing waters and game fish;
C. To provide assistance, advice, and suggestions to other angling groups to help them become more important and effective in their areas;
D. To publicize the best practices and techniques of fly-fishing, fly tying, casting, and other related subjects;
E. To be the local voice for organized fly fishers as part of the Federation, maintaining liaison with other conservation and sporting organizations and with the governmental agencies involved in so many aspects of our sport.
F. To carry out the objectives and purposes of the Federation in their respective localities.
Article II- Membership
Section 1 - Eligibility. Any person who is interested and capable of furthering the purposes of the Organization shall be eligible for election to membership.
Section 2 - Membership. The Board of Directors (Board) 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. The Organization shall be a Charter Club of the Federation of Fly Fishers, Inc. Each individual member is required to join and maintain current membership in the Federation of Fly Fishers, Inc.
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 deems 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 or a committee appointed by it 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.
Article III - Authority
Section 1 - Membership. All of the rights and powers which may be exercised by the Organization shall be vested in the 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, directed or required to be exercised or done by the members directly.
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 in his or her absence, death or disability, the Vice-President; 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.
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, unless a greater number is required by law or by these bylaws.
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. If the notice is given personally, posted on the organization’s website, or by first class mail, it shall be given not less than ten nor more than fifty days before the date of the meeting. Notice of the meetings may be included in newspapers, newsletters, or other periodicals regularly published by or on behalf of the Organization. If mailed by other than first class, it shall be given not less than thirty 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 a Board of Directors consisting of not less than seven (7) persons as determined by the Board.
Section 2. Election and Term of Office. The election of the Directors shall be held every year at the Annual Membership Meeting. The Nominating Committee shall place the slate of nominees before the membership. Ideally, all directors shall serve for one year in their current position and or until their successors are duly elected at the next Annual Membership Meeting. Upon Board approval and the vote of the membership, directors other than the President may serve for multiple terms in the same office and on 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 at such times and places as the Board by resolution may determine.
Section 6. Special Meetings. Special meetings of the Board may be called by the President or the Secretary and shall be called by the President or the Secretary upon the written request of any three (3) Directors.
Section 7. Quorum and Manner of Acting. A quorum will consist of one-third of the Directors of the whole Board. The act of a majority of the Directors present at meetings at which a quorum is present will be the act of the Board, unless the act of a greater number is required by law or by these bylaws. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum can be achieved. Notice of any adjourned meeting need not be given other than by announcement at the meeting at which such adjournment shall be taken.
Section 8. Notice of Meetings. Notice of each regular and special meeting of the Board, stating the time, place, and purpose, shall be given personally, posted on the website of the organization, or by first-class mail addressed to each Director. The notice shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting. Notice need not be given to any Director if such notice shall be waived by that Director, and business may be transacted by the Board at a meeting at which every member of the Board shall be present, though held without notice.
Section 9. Informal Procedure. To the extent permitted by law, the Board may act by mail, telephone, email, website, or other methods as requested by the President to transact its business. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
Section 10. Executive Board. The Board may, at any time, establish an Executive Board (or Committee) as provided for by Article VII, Section 1 to act on behalf of the full Board between meetings of the Board to the extent permitted by law.
Section 11. Vacancies. Any vacancy in the Board shall be filled by appointment from the President with the advice and consent of the Board for the unexpired portion of the term.
Article VI- Officers
Section 1. Officers. The officers of the Organization will be a President, one or more Vice Presidents (the number to be determined by the Board), a Secretary, a Treasurer, a Membership Director, a Newsletter Director, a Website Director, and such other officers as may be elected in accordance with the provisions of this Article. 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. The Nominating Committee shall place the slate of nominees before the Board. If the election of officers will not be held at such a meeting, such an election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. Officers will normally hold their office for one year or until their successors are elected. However, upon Board approval and the vote of the membership, officers other than the President may serve for multiple terms in the same office. Upon election, these officers shall then become Directors.
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.
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 other than the president, because of death, resignation, removal, or any other cause, shall be filled by the Board for the unexpired portion of the term. In the event of a vacancy in the office of the President, the First Vice President shall assume that office.
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. The President will preside at all meetings of the Board. 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. Vice Presidents. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Board or the President. The Board shall designate one of the Vice Presidents as First Vice President or if there is only one Vice President, that person shall be designated First Vice President. The First Vice President shall perform the duties of the President in the President’s temporary absence and in the event of a vacancy in the office of the President, the First Vice President shall assume that office.
Section 8. 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 money due and payable to the Organization from any source whatsoever; and deposit all such money 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 the 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.
Section 10. Membership Director. The Membership Director shall maintain the membership records of both the organization and the federation; process all dues billing notices by informing members at the earliest possible means when their annual federation and organization dues are due; ensure timely receipt by the Treasurer of all dues actively collected and categorized during the performance of all duties; actively promote and solicit membership in both the organization and the federation and perform other such duties as from time to time may be assigned to the Membership Director by the President or by the Board of Directors.
Section 11. The Newsletter Director. The Newsletter Director will serve as the editor of the organization’s monthly newsletter, will be responsible for both formatting and content, will solicit content from members well in advance of publication, will utilize the federation’s Club Wire as appropriate for the organization’s newsletter and perform other such duties as from time to time may be assigned to the Membership Director by the President or by the Board of Directors.
Section 12. The Website Director. The Website Director will serve as the Webmaster for the organization’s website, will be responsible for both formatting and posting appropriate content on the website, will solicit content from members well in advance of publication, will ensure that the organization's website is linked properly to that of the federation; will act as moderator on the web site’s forum; assign other members' moderator responsibilities as appropriate; and perform other such duties as from time to time may be assigned to the Website Director by the President or by the Board of Directors.
Article VII – Personal Liability of Directors
Section 1. Personal Liability of Directors. This Article eliminates the personal liability of any director for monetary damages arising out of an action, whether by or in the right of the corporation or otherwise, for breach of any duty as a director
Section 2. Limitations on the provision. No such provision shall be effective with respect to (i) acts or omissions that the director at the time of the breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) any liability under G.S. 55A‑8‑32 or G.S. 55A‑8‑33, (iii) any transaction from which the director derived an improper personal financial benefit, or (iv) acts or omissions occurring prior to the date the provision became effective. As used herein, the term "improper personal financial benefit" does not include a director's reasonable compensation or other reasonable incidental benefit for or on account of his service as a director, trustee, officer, employee, independent contractor, attorney, or consultant of the corporation.
Section 3. Application of this provision. This provision, as permitted by G.S. 55A‑2‑02 (b)(4) in the bylaws, or a contract or resolution indemnifying or agreeing to indemnify a director against personal liability shall be fully effective whether or not there is a provision in the articles of incorporation limiting or eliminating personal liability.
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. The 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 members thereof. Any members thereof may be removed by the person or persons authorized to appoint such members whenever, in their judgment, the best interests of the Organization shall be served by such removal.
Section 3. Nominating Committee. The Nominating Committee shall consist of a minimum of three (3) Directors selected by the Board. The members of the Nominating Committee shall elect a chairperson and shall present a list of nominees for Directors before the membership at the Annual Membership Meeting. The Nominating Committee shall also present a list of nominees for President, Vice President, Secretary, Treasurer, and such other officers as desired by the Board to be elected at the Annual Board Meeting of the Organization. No member serving on the nominating committee shall lose eligibility for nomination for office. Members nominated by the Nominating Committee shall be so informed and their consent obtained prior to the announcement of their name into nomination. Any member has a right to refuse nomination and may withdraw from nomination at any time. Nominations from the floor will be accepted provided consent of the nominee is given to the Secretary at the time of the nomination.
Article IX- 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 X - 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 evidence 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 XI - 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.
Section 1. Fiscal Year. The fiscal year of the Organization shall be the same as the fiscal year established by the Federation.
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 to the Federation at such time and in such manner as determined by the Federation. If authorized by the Organization, the Federation will include the Organization in its Group 990 Tax Return.
Article XIII - 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 corporation 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 corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.
Article XIV - 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 XV - Amendments
These bylaws may be amended at any annual or special meeting of the Organization. The affirmative vote of two-thirds (2/3) of the members of the Organization shall be required for the adoption of any amendment. Notice of the meeting and proposed amendment, together with the text of the proposed amendment, shall be delivered to the members as outlined by the notice requirements of Article IV, Section 5. The amendment will then be presented to the Federation Board for approval and will go into effect upon such approval.
Article XVI - Distribution of Assets Upon Dissolution
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, subject only to any order of a court of competent jurisdiction.
Article XVII-Rules of Order
Meetings of the Organization will function under “Robert’s Rules of Order, Revised” only if necessary for the orderly conduct of meetings or the request of any Officer or Board member present and the concurrence of a majority of the voting members attending such meeting.
Article XVIII-Conflict of Authority
Any conflict between these bylaws and a Federation instrument that specifically controls the activities of a Charter Club shall be decided in favor of the Federation’s instrument.