As revised and approved by the membership at Boulder, Colorado, January 5th, 2005
Section I-- The name of the organization shall be the Boulder Flycasters, a chapter of Trout Unlimited.
Section 2-- The chapter shall be incorporated in Colorado and operated as a non-profit, non-political, non-sectarian, educational and scientific organization with the following purposes and goals:
Section 3-- The Chapter shall not promote or oppose the candidacy of any person seeking elected public office. The chapter may, if approved by the board of directors, supply information about the records and stances taken by candidates. No substantial part of the activities of the chapter (i.e.; less than 10% as measured by the expenditures divided by total budget) shall be used for carrying on propaganda, lobbying, or otherwise attempting to influence legislation.
Section 4-- The mission of the Chapter shall at all times be in conformity with those of Trout Unlimited and any other organization that shares the same purposes and goals.
Section 5-- Other provisions of these bylaws notwithstanding, the chapter shall not engage, conduct, or carry on any activities not permitted by an organization that is tax-exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code, as amended.
Section 6-- The chapter shall exist in-perpetuity or until dissolved by vote of a majority of its members.
Section 7-- The chapter shall publish a newsletter and distribute electronic and/or paper copies to members and friends of the chapter. The board of directors shall appoint an editor-in-chief and provide a sufficient budget for all necessary costs of said publication.
Section 8-- The chapter shall file annual reports with the Colorado Secretary of State and maintain a registered agent located in the State of Colorado.
Section 1-- The Annual Meeting of the full membership (hereafter called the Annual Meeting) of this organization shall be held at a place and at a time in November, which shall be designated by the board of directors. It may coincide with the regular monthly chapter meeting. It shall be the duty of the secretary to cause a written notice of each Annual Meeting to be mailed to each of the members of record directed to the last known post office address, at least thirty (30) days immediately preceding said meeting. Provided, however, that a failure to mail such notice, or any irregularity, in the same, shall not affect the validity of any such Annual Meeting, or any proceedings at such meeting.
Section 2-- Special meetings of the members may be called upon request by a majority vote of the board of directors (or upon demand in writing, signed by not less than 10% of the members in good standing) by mailing of a notice by the secretary, indicating briefly the object or objects thereof, at least thirty (30) days prior to the date of such meeting to each member of record in good standing. Provided, however, that if all members present at a regular chapter meeting waive notice of such special meeting, no notice of such special meeting shall be required and when all the members shall meet in person or by proxy, such meeting shall be valid for all purposes without call or notice and at such meetings any proper action may be taken.
Section 3-- Regular monthly, bi-monthly, quarterly, or semi-annual meetings shall be held at a time and place determined by the board of directors.
Section 4-- At any meeting of the members, a majority of those present that are in good standing together with those represented by proxy shall constitute a quorum of the members for all purposes.
Section 5-- At each meeting of the members, every member shall be entitled to a vote in person, or by proxy appointed by an instrument in writing subscribed by such member, or by a duly authorized attorney-in-fact.
Section 6-- At each meeting of the members where elections are held, a true and complete list in alphabetical order of all the members entitled to vote at such meeting, certified by the secretary, shall be present. Only the persons appearing on such list shall be entitled to vote.
Section 7-- The chapter shall, in every case, conduct its activities in concert with the bylaws of the parent organization as well as its own bylaws. Its aims and purposes shall be to support the parent organization in its credo as set forth in its statements of philosophy, policy, and objectives.
Section 1-- The property and affairs of the chapter shall be managed and controlled by a board of directors (the "board") composed of any number between six (6) and fourteen (14) elected members, the specific number to be determined for each year by the election to the board at each Annual Meeting in November . At each Annual Meeting there shall be chosen and elected from the membership in good standing as many as fourteen (14) members, depending upon the number of candidacies, each of whose term shall be for two (2) years. It is expressly provided and intended that a year is hereby determined as being the year between the regular Annual Meeting dates. The previously mentioned six (6) to fourteen (14) members of the board shall be elected by a direct vote of the members of the chapter attending the Annual Meeting. If the office of any director is vacant for any reason, a successor shall be elected by the members of the board at any regular or special meeting of the board and such successor shall hold office for the unexpired term. The regular meetings of the directors shall be held at a time and place, as the board of directors shall decide. Special meetings of the board may be called by the president on ten (10) days notice mailed to each director or conveyed to him or her orally, or in writing, or by electronic means. If all directors waive the 10-day notice of a special meeting, such a meeting shall be as valid as if notice had been given. The board may conduct official business of an urgent nature for matters requiring timely resolution by a remote means such as, but not limited to, electronic mail, telephone conference call, video conference, facsimile or other means of appropriate remote technology. The following restrictions shall apply to any business conducted remotely. All current directors must be notified and must unanimously agree to allow the specific official business to be conducted remotely. Failure to obtain unanimous agreement of all current directors to allow remote action would cause the matter to be deferred until the next regularly scheduled board of directors meeting, or until a special meeting of the board of directors as specified above. Once all directors unanimously agree to allow a vote to take place by remote means, a motion or other action will pass by an affirmative vote of a majority of the directors. The use of this method of conducting official business shall not be routinely practiced solely for the convenience of the board since this would circumvent the intent to have board of directors meetings at regularly scheduled times and place and which are open to the membership.
Section 2-- Not less than one half of the duly constituted board of directors shall be necessary to constitute a quorum of the board for the transaction of business. Any director who is absent from three (3) board meetings of the board of directors in the one year between annual meetings shall be automatically removed from the board unless such action is excused by the board.
Section 3-- The president shall preside as chair of the board of directors, and in his or her absence the vice president shall preside, and in his or her absence, the board of directors in attendance at a meeting shall appoint a director to preside over the meeting.
Section 1-- The executive officers (also known as the Executive committee) of this organization shall be a president, a vice president, a secretary, and a treasurer, all of whom must be members of the board of directors. The executive officers shall be elected by the board of directors from among themselves for a one-year term, at the first board meeting following the Annual Meeting. All officers shall serve until the next board meeting following the Annual Meeting.
Section 2-- If an executive office becomes vacant, for any reason, a successor shall be elected by the board of directors to hold office for the unexpired term.
Section 3-- The board may establish the following committees and appoint chairs to them from among members of the chapter who need not be members of the board:
The chairs of these committees shall report to the board of directors annually or upon demand.
The board of directors may create such other subordinate positions or committees ad hoc as they deem necessary, which shall have such authority and perform such duties as may be prescribed by the board.
Section 4-- The president is elected annually by the board from among its members and shall be the chief executive officer of the chapter, having the general and active management of the business and affairs of the chapter as his or her responsibility. The president and the treasurer shall sign and execute in the name of the chapter all contracts, agreements, and other obligations of the chapter, subject to the approval of the board of directors. The president's duties shall include: the general supervision and direction of all the officers of the chapter, seeing that their duties are properly performed; reporting to the directors on all matters which the interests of the chapter may require to be brought to their notice; and performing such other duties as from time to time may be assigned to him or her by the board. The president is designated to serve as a director of Colorado Trout Unlimited by that organization's bylaws.
Section 5-- The vice president shall preside at any meeting of the members from which the president may be absent, and serve as chair of the board of directors in the absence of the president. If the office of president is vacant for any reason, the vice president shall become president and serve as such for the unexpired term and a new vice president shall be elected by the board. The vice president may perform any of the duties of the president when directed to do so by the directors.
Section 6-- The treasurer shall be elected annually by the board from among its members. The treasurer shall supervise the chapter's bookkeeper (not necessarily a chapter officer or member) who shall provide the usual bookkeeping functions, including posting to ledgers and journals, balancing checking accounts, drawing checks (but not signing them), and the bookkeeper shall report this information to the treasurer.
The treasurer shall have custody of all funds and securities of the chapter. With the president, he or she must jointly sign and execute in the name of the chapter all contracts, agreements, and other obligations of the chapter, subject to the approval of the board of directors. When necessary or proper the treasurer shall endorse on behalf of the chapter for collection, all checks, notes, drafts, and other obligations and shall deposit same to the credit of the chapter in such financial institution(s) as the directors may designate.
All checks or warrants for the disbursement of funds of the chapter shall be signed by the treasurer or by the president, provided however that any check or warrant for the disbursement of funds greater than or equal to $750.00 shall require the dual signatures of the president and the treasurer. The treasurer shall cause to be entered regularly in the books of the chapter, to be kept for this purpose, full and accurate accounts of monies received, and/or paid on account to the chapter. At each regular board meeting, the treasurer shall render a written statement of the chapter's cash accounts, other assets on deposit plus a complete budget cash flow accounting. The treasurer’s report, upon acceptance of the directors, shall be posted on the chapter’s web site.
A financial review committee, consisting of a minimum of three non-officer board members or members in good standing, shall review the financial records of the chapter and shall report their findings in writing to the board within three months after the end of each fiscal year or whenever the Treasurer position becomes vacant. Such financial review shall be for the preceding fiscal year.
The Boulder Flycasters shall maintain a surety bond, with coverage of at least 1.5 times the amount of the Chapter’s highest liquid assets over the preceding fiscal year, for the President and the Treasurer of the Chapter during their term of office to be in place within 30 days of their election.
Section 7-- The secretary shall be elected annually by the board from among its members, and shall keep the minutes of all meetings of the board of directors and the membership. Minutes are to be made available to the directors at least ten days prior to the next regularly scheduled board meeting. Upon approval of the directors at the next board meeting, the secretary shall provide such approved minutes, within fifteen days, to the full membership at the chapter’s web site and/or other means, as directed by the board of directors. He or she shall keep an accurate and current record of all memberships, shall be the custodian of the corporate seal and all records, papers, files, and books of the chapter, and shall attend to the giving and serving of all notices of the chapter, affix the seal to all documents to which it should be attached and attest the same when necessary. Neither the secretary nor any other member of Boulder Flycasters shall disclose to any person the names or addresses of members or the membership list.
Section 1-- Any person who is a member in good standing of the parent organization Trout Unlimited and assigned to Boulder Flycasters or is a contributor to the Boulder Flycasters, financially or in kind, as determined by the board, shall be deemed a member of the Boulder Flycasters.
Section 2-- A member may be suspended by the board of directors whenever the board deems the member undesirable because of conduct which is, or is likely to be, injurious to the chapter. The action of the board must be communicated in writing to the chapter members at least thirty (30) days before a regular monthly membership meeting. The action must then be reviewed by the membership at that regular meeting, at which time the suspended member shall be reinstated or expelled by a majority vote of the attending members.
Section 1-- All monies or other assets coming into or belonging to this chapter whether from dues, contributions, or otherwise, shall be used only for the purposes of promoting, developing, and advancing the purposes for which this corporation is created, including necessary operating and other actual expenses.
Section 2-- No officer or director shall receive, be paid, or charge any salary as such. Reasonable expenses of executive officers, directors, and other members, incident to the activities on behalf of the chapter, may be reimbursed at the discretion and direction of the board of directors.
Section 3-- All property, real, personal, and mixed, which the chapter ever receives, shall be exclusively for the educational and scientific purpose outlined in Article I, Section 2. No part of the earnings or other property of the chapter shall accrue to the benefit of any private member or individual, nor to any organization whose income or net earnings or part thereof accrue to the benefit of any individual.
Section 4-- Upon dissolution of the chapter, all of its assets shall be paid over or transferred to the state council of the parent organization, or, if none exists, to the parent organization, Trout Unlimited.
Section 1-- The bylaws of this chapter may be added to, amended, or repealed in whole or in part by a majority vote of its members in good standing at any regular or special meeting. Provided, however, that written notice of the intention to add to, amend, or repeal the bylaws, in whole or in part, be given each member of record at least thirty (30) days preceding such meeting of the members.
Section 1-- At all times when the organization as a whole or any part thereof, including meetings of the board of directors, the executive committee, or other committees, is duly and formally convened for the purpose of deliberation and transaction of business, ROBERTS RULES OF ORDER AND PROCEDURE shall govern meetings on all matters relating to order and procedure, including nominations and elections.
Subscribed at Boulder, Colorado, this day, January 5th, 2005, by the secretary.