TROUT UNLIMITED CHAPTER BYLAWS    (Currently Under Review)

Article I. Organization and Purposes  

Section 1. The name of the organization shall be Unaka Chapter, Trout Unlimited.  

Section 2. The purpose of the Chapter shall be to conserve, protect and restore coldwater fisheries  and their watersheds. The Chapter shall operate as a non-profit, non-political and non-sectarian  organization. The Chapter shall function exclusively for charitable, educational and scientific  purposes. 

Section 3. The Chapter is a subsidiary organization of Trout Unlimited, Inc., a Michigan non profit corporation and is under its authority. The Chapter shall carry out the aims and purposes of  Trout Unlimited and all policies, objectives and activities pursued by the Chapter and its  members shall be in conformity with the Bylaws and policies of Trout Unlimited. The Chapter’s  use of the TU name, logo and Chapter affiliation with other organizations and businesses shall  conform to TU policies. 

Section 4. The Chapter and all members acting on its behalf shall not finance, promote or oppose  the candidacy of any person seeking election to public office and shall not participate or intervene  in any campaign on behalf of any candidate for public office. 

Section 5. The Chapter shall not conduct or carry on any activities, including the expenditure of  funds, not permitted to be conducted or carried on by a tax exempt organization under the  provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. 

Article II. Membership  

Section 1. Payment of annual dues to Trout Unlimited is the only requirement for membership in  Trout Unlimited and the Chapter. The Chapter shall not assess any additional dues or fees and  shall not establish classes of membership. 

Section 2. Payment of annual dues to Trout Unlimited shall automatically make one a member of  the Chapter, if the member resides in the Chapter’s geographical area. Any Trout Unlimited  member in good standing from a different chapter’s geographic area may elect to become a  member of the Chapter. 

Section 3. The By-laws of Trout Unlimited shall govern the suspension or expulsion of chapter  members. 

Section 4. No Chapter or chapter officer, director or member may transfer, sell, barter, or lease to  any person or entity the membership list or the names, addresses, contact information or other  personal information of the members. 

Article III. Membership Meetings  

Section 1. The Annual Meeting of the Chapter shall be held on a date set by the Board of  Directors, to elect officers and Directors and conduct other business of the Chapter. The  President and the Treasurer shall present annual reports to the members. 

Section 2. Notice of the Annual Meeting shall be sent to each member at least fifteen (15) days  prior to the meeting. The meeting notice shall include the date, time, place and agenda of the  annual Meeting and the slate of candidates nominated for election by the Nominating  Committee. 

Section 3. The Chapter shall hold regular meetings at a date, time and place chosen by the  Board of Directors. 

Section 4. Special meetings may be called by the President or Board of Directors or upon the  written request of the lesser of ten percent (10%) of the members or twenty (20) members. Notice of all special meetings must be given to members at least seven (7) days prior to the  meeting and shall include the date, time, place and agenda for the special meeting. 

Section 5. Robert’s Rules of Order, Newly Revised shall govern the meetings on all matters  relating to order and procedure, including nominations and elections. Only current members of  Trout Unlimited shall be permitted to vote at any meeting of the members and no proxy voting  shall be allowed. 

Section 6. Any officer may be removed at any regular or special Chapter membership meeting by a  2/3 vote of members in attendance whenever, in their judgment, the interest of the Chapter would  be served. 

Article IV. Board of Directors  

Section 1. The Board of Directors is responsible for the general supervision of the Chapter’s affairs  and finances. 

Section 2. The Board of Directors shall consist of no fewer than three (3) non-officer members  and the officers pursuant to Article V, section 1 and no more than seven (7) members. Each non officer Director shall serve a three-year term, with Directors’ terms staggered to provide for  continuity. The immediate past President shall be an ex-officio member of the Board of Directors  for the term of his or her successor. All Directors shall be current members of Trout Unlimited. 

Section 3. The Board of Directors shall meet regularly, but no less than 6 times per year. Upon  notice, the meetings of the Board of Directors may be conducted by telephone. The Board of  Directors may also act by email vote, provided all members of the Board of Directors are  permitted the opportunity to participate and all votes are shown to all Directors and reported in  the minutes of the Board of Directors. 

Section 4. A simple majority of the members of the Board of Directors shall constitute a quorum  and a simple majority vote of those present is required to approve any official action. 

Section 5. Special meetings may be called by the President or any two (2) members of the Board of  Directors. Unless notice is waived by all members of the Board of Directors, notice of any special  meeting, including date, time, place and agenda, must be given at least seven (7) days in advance. Notice may be in writing or by electronic communication, including fax or electronic mail. 

Section 6. If a director is unable to serve for any reason or if a director is appointed to fill a vacant  officer position, the vacant director position shall be filled for the remainder of the unexpired  term by election at the next regularly scheduled meeting of the Chapter members or at a special  meeting called for this purpose. 

Article V. Officers and Duties  

Section 1. The officers of the Chapter shall be: President, Vice President, Secretary and  Treasurer, all of whom shall be voting members of the Chapter’s Board of Directors. All officers  must be members in good standing of Trout Unlimited. No person shall hold more than one (1)  office at any time, except for the offices of Secretary and Treasurer. The officers shall be chosen  and elected by the membership at the annual membership meeting.

Section 2. The President shall serve as general executive officer and shall appoint the chairs of  all Chapter committees. The President shall oversee all activities of the chapter and preside at all  membership and board meetings. 

Section 3. The Vice President shall assume the duties of the President if the President is  absent or unable to perform the President’s duties. The Vice President shall perform the  duties assigned by the Board of Directors and the President. 

Section 4. The Treasurer shall have custody of all funds and property of the Chapter. With the President, the Treasurer may sign and execute, in the name of the Chapter, all contracts,  agreements and other obligations of the Chapter. When necessary or proper, the Treasurer  shall endorse for collection on behalf of the Chapter, all checks, notes, drafts and electronic  credits and transfers and shall deposit same and all other revenues to the credit of the Chapter  in such bank or banks as the Board of Directors designates. All checks for the disbursement of  funds of the Chapter above $200 shall be signed by the President and counter-signed by the  Treasurer. The Board of Directors may impose such alternate authority or limitations of  authority to execute contracts, sign checks or use other forms of payment as the Board of  Directors deems appropriate and may require that the Treasurer be bonded. The Treasurer  shall also: 

A. Keep full and accurate accounts of monies received and paid on account of the  Chapter, give a financial report at each meeting of the Board of Directors, and  whenever required by the Board of Directors, render a statement of the Chapter’s  accounts and report to the membership. 

B. Submit a complete Annual Financial Report (AFR) for the chapter to Trout  Unlimited prior to the deadline set by Trout Unlimited. The AFR will be in  compliance with the policies and requirements of Trout Unlimited and will contain  a complete and accurate accounting of all revenues, expenses, volunteer hours by  members of the Chapter and any additional items prescribed within the AFR form. 

C. The Treasurer will also make all necessary filings with the Internal Revenue  Service and state and local authorities. 

D. Upon request, permit access to the Chapter’s books, records and accounts by any  Chapter Officer, Director or designated representative of the State Council and/or  Trout Unlimited. 

Section 5. The Secretary shall keep the minutes of all meetings of the Board of Directors and the  general membership and keep an accurate and current record of all Chapter memberships. The  Secretary shall assist the Treasurer in preparing the AFR form. The Secretary shall send all  required notices to members of the Chapter, as required by these bylaws or otherwise. Notice may  be in writing or by electronic communication, including fax, electronic mail or by posting on the  Chapter’s web-site. The Secretary shall also maintain the correspondence of the Chapter. 

Article VI. Election, Term, Vacancy  

Section 1. The Chapter officers shall be elected for one-year terms. No officer shall serve more  than three (3) consecutive one-year terms in the same office, but an officer may hold the same  office after a one-year period out of office. 

Section 2. In the event of a vacancy in any office, the Board of Directors shall appoint an  individual to serve until the next regularly scheduled election.  

Section 3. A majority vote of those Chapter members in good standing present at the annual  business meeting will be sufficient to elect all officers and directors. [Delete if officers are appointed by the Board] 

Section 4. The Nominating Committee shall nominate members for each elected office. Nominations may also be made from the floor at the Annual Meeting. [Delete if officers are  appointed by the Board] 

Article VII. Committees  

Section 1. The Chapter may establish standing committees, whose members shall be appointed by the chair of each committee:  

A. Communications: This committee is responsible for the chapter web-site and newsletter. B. Membership: This committee is responsible for membership services, membership lists  and efforts to recruit and retain members. 

C. Education: This committee is responsible for education programs and youth activities.  D. Conservation: This committee is responsible for activities and projects that directly  support Trout Unlimited’s conservation agenda.  

E. Financial Development: This committee is responsible for chapter fundraising. F. Nominating: This committee shall assist the Board of Directors and officers with  leadership development and submit a slate of candidates for elections.  

Section 2. Additional standing or ad hoc committees may be established from time to time by the  President or the Board of Directors. 

Article VIII. Fiscal Year 

Section 1. The Chapter’s fiscal year shall be the same as that of Trout Unlimited.  Article IX. Amendment of By-Laws  

Section 1. These Chapter bylaws may be amended at any Annual Meeting or Special Meeting if at  least the lesser of 30 chapter members or 10% of the Chapter’s members are present. Amendment of the bylaws shall require a two-thirds vote of those present and voting. Only  current members of Trout Unlimited shall be permitted to vote. Any amendment to these bylaws  shall be consistent with the bylaws of Trout Unlimited. All proposed amendments to the Bylaws  shall require at least 30 days notice to the members, with the notice specifying the proposed  amendment. 

Section 2. If any amendment of these bylaws is required in order to make them consistent with  the bylaws of Trout Unlimited, a vote of a majority of those present and permitted to vote shall be  sufficient to pass the amendment. 

Article X. Assets and Dissolution 

Section 1. No part of the income, earnings or assets of the Chapter shall inure to the benefit of, or  be distributed to, any member, director or officer of the Chapter or any private individual, except  that reasonable compensation may be paid for services rendered to or for the Chapter in effecting  one or more of its purposes. Chapter members, officers and directors may be reimbursed for  expenses incurred for or on behalf of the Chapter. 

Section 2. All Chapter expenditures shall be broadly consistent with the mission of Trout  Unlimited. 

Section 3. The Chapter may not acquire or hold any new interest in real property, including  easements, except with prior written approval from Trout Unlimited.

Section 4. Upon dissolution ofthe Chapter, all assets ofthe Chapter shall revert to the State Council. These assets will be held and/or redistributed in consultation with Trout Unlimited. 

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Secretary/Treasurer 

Vice-President

Director