Proposed Bylaws for Austin Fly Fishers
Draft of proposed BY LAWS OF AUSTIN FLY FISHERS A CHARTER CLUB OF FLY FISHERS INTERNATIONAL, INC. ARTICLE I – NAME This Charter Club shall be called the Austin Fly... [ more ]
Draft of proposed BY LAWS OF AUSTIN FLY FISHERS
A CHARTER CLUB OF FLY FISHERS INTERNATIONAL, INC.
ARTICLE I – NAME
This Charter Club shall be called the Austin Fly Fishers a “Charter Club of FLY FISHERS INTERNATIONAL, INC.” and is referred to in these Bylaws as the “Charter Club”.
ARTICLE II – PURPOSES AND ACTIVITIES
Section 1. Purposes. This Charter Club is a non-profit membership corporation established as a local extension of Fly Fishers International, Inc. (FFI) 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 to support, enhance, and preserve fly fishing opportunities.
Section 2. Activities. This Charter Club shall:
- Provide members with a forum for education and resource stewardship through the sport of fly fishing.
- 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
- Provide assistance, advice, and suggestions to other angling groups to help them become ore important and effective in their areas.
- Publicize the best practices and techniques of fly fishing, fly tying, casting, and other related subjects.
- Be the local voice for organized fly fishers as part of FFI, maintaining liaison with other conservation and sporting organizations, and with the governmental agencies involved in so many aspects of our sport.
- Carry out the Mission and Strategic Vision of FFI in their respective
ARTICLE III – MEMBERSHIP
Section 1 – Eligibility. Any person who is interested and capable of furthering the purposes of the Charter Club and FFI shall be eligible for membership.
Section 2 – Membership. The Board of Directors of the Charter Club (Board) shall establish procedures for membership application, classes of membership, dues and assessments. Each member is expected to actively support the purposes of the Charter Club.
Section 3 – Obligations. The Charter Club shall be a Charter Club of Fly Fishers International, Inc. Each individual member is required to join and maintain current membership in Fly Fishers International, 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 Charter Club rule or for any other cause if the Board shall deem such action to be in the best interest of the Charter Club. 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.
Only the Board of Directors of Fly Fishers International has authority to terminate or suspend a member of Fly Fishers International Inc.
ARTICLE IV – AUTHORITY
Section 1 – Membership. All rights and powers which may be exercised by the Charter Club shall be vested in the membership. These rights and powers shall be subject to exercise or change by membership at a regular business meeting or a duly called meeting of the Charter Club.
Section 2 – Board of Directors. The Board shall control the business and affairs of the Charter Club and may exercise all such authority and powers of the Charter Club and do all such lawful acts and things as are not by law or these bylaws, directed or required to be exercised or done by the members directly.
ARTICLE V – MEETINGS OF THE CHARTER CLUB
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:
- The Board; the President of the Charter Club, or in his or her absence, death or disability, the Vice-President; or
- A vote of the majority of the members at a regular or special meeting of the Charter Club; or
- A written petition to the Board signed by not less than 25% of all the voting members of the Charter Club. 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
Section 3. Proxies. Votes on actions at meetings of the general membership must be cast in person. No proxy votes are allowed.
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 Charter Club, 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. Notice may be given personally, written, by mail or by electronic transmission and shall be given not less than ten or more than fifty days before the date of the meeting.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Number and Selection of Directors. There shall be a Board of Directors consisting of not less than three (3) people.
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 membership. All directors shall serve for one year and/or until their successors are duly elected at the next Annual Membership Meeting.
Section 3. Eligibility. Any member of the Charter Club in good standing is eligible for election to the Board.
Section 4. Place of Meeting. The Board may hold its meetings at such places 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 half of the Directors of the whole Board. The quorum may conduct club business with a majority vote.
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 personally or by mail, phone, or electronic means. The notice shall be given not less than five (5) or 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. Meetings. Meetings can be conducted in person or online.
Section 10. Executive Board. The Board may, at any time, establish an Executive Board (or Committee) as provided for by Article VIII, 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.
Section 12. Removal of Directors. Any Director may be removed at any time with or without cause by the affirmative vote of a majority of a quorum of the membership at a regular or at a special meeting of the Board called for that purpose. Any Director may be removed for cause by the affirmative vote of the Directors provided there is a quorum of not less than a majority of Directors present at the meeting of the Directors.
ARTICLE VII – OFFICERS
Section 1. Officers. The officers of the Charter Club shall be a President, one or more Vice Presidents (the number to be determined by the Board), a Secretary, a Treasurer 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 Charter Club 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 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 offices for one year or until their successors are elected. Upon election, these officers shall then become directors if not currently a director.
Section 3. Removal. Any officer of the Charter Club 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 4. 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 5. President. The President will be the principal executive officer of the Charter Club and shall have the general powers of supervision and management over the business and affairs of the Charter Club. The President will preside at all meetings of the Board. The President may sign, with the Secretary or any other proper officer of the Charter Club 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 6. 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 7. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the Charter Club; shall prepare an annual budget to the Charter Club; receive and give receipts for moneys due and payable to the Charter Club from any source whatsoever, and deposit all such moneys in the name of the Charter Club 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 8. 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; 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 VIII – 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 Charter Club. 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. However, no committee (including an Executive Committee or Board) shall have the power to: (a) amend the articles of incorporation; (b) amend the bylaws; (c) fill vacancies on the board; or (d) terminate memberships.
Section 2. Operation of Committees. Committees serve at the pleasure of the Board. While committees may be authorized by the Board to control their affairs through the use of bylaws or a similar document to include how members of the committee are selected and removed, the Board reserves the authority to appoint or remove any person on the committee with or without cause. Committees shall only have the powers specifically delegated to them by the Board and their activities are subject to review by the Board.
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 Charter Club. 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 Charter Club, 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 Charter Club, 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 Charter Club, shall be signed by such officer or officers, agent or agents of the Charter Club 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 Charter Club shall be deposited from time to time to the credit of the Charter Club in such banks, trust companies or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the Charter Club any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Charter Club.
ARTICLE XI – OFFICES, BOOKS AND RECORDS
Section 1. Offices. The principal office of the Charter Club shall be at such a place as the Board may determine. The Board may, at any time establish other offices or branches of the Charter Club at whatever place or place it deems to be expedient.
Section 2. Books and Records. The Charter Club 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 Charter Club may be inspected by any member of the Charter Club, or his or her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XII – FINANCE
Section 1. Fiscal Year. The fiscal year of the Charter Club shall be the same as the fiscal year established by the FFI.
Section 2. Budget. The Board shall review and approve the annual budget for the Charter Club submitted by the Treasurer.
Section 3. Expenditures. No part of the net earnings of the Charter Club shall insure to the benefit of, or be distributed to its directors, officers, or other private persons, except that the Charter Club 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 II.
Section 4. Financial Statements. Financial statements shall be submitted to the FFI at such time and in such manner as determined by the FFI. If authorized by the Charter Club, the FFI will include the Charter Club in its Group 990 Tax Return upon request or file the 990N on behalf of the Charter Club.
ARTICLE XIII – GENERAL PROVISIONS
Section 1. Avoidance of Political Activity. No substantial part of the activities of the Charter Club shall be the carrying out any political campaign on behalf of any candidate for public office.
Section 2. Relations with Other Organizations. The Charter Club 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 Charter Club 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 Charter Club 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 meetings of the Board of Directors. The affirmative vote of two-thirds (2/3) of the entire Board of Directors 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 of the Board as outlined by the notice requirements of Article VI, Section 8. The amendment will then be presented to the FFI Board for approval and will go into effect upon such approval.
ARTICLE XVI – DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the Charter Club, 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 Charter Club will function under “Robert’s Rules of Order, revised” only if necessary for the orderly conduct of meetings, or the request of any one member and the concurrence of a majority of the voting members attending such a meeting.
ARTICLE XVIII – CONFLICT OF AUTHORITY
Any conflict between these bylaws s and a FFI instrument which specifically controls activities of a Charter Club, shall be decided in favor of the FFI=s instrument.
USE the “UPDATED AND DATE” if club is incorporated. The incorporation papers and the bylaws serve as the organizational papers of the club. No signature on the bylaws is required.
UPDATED 2025
ARTICLE XIX – APPROVAL OF CONSTITUTION AND BYLAWS
These Constitution and Bylaws shall become binding and effective when they are duly accepted at a meeting of the Membership, notice of which was given as provided by Article IV, Section 5; approved by the Board of the Fly Fishers International, Inc. and signed by the President and Secretary of the Organization.
__________________________________
President
____________________________________
Secretary
Date: ______________________________
Approved by the Fly Fishers International, Inc.
_____________________________________
Chairman of the Board
Date:_____________________________
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