Note:
Approved as of October 17, 1998
Table of Contents:
Introduction
The Catskill Fly Fishing Center, Inc., doing business as
the Catskill Fly Fishing Center and Museum, is a non-profit
educational organization founded to preserve
the heritage and protect the future of fly fishing. The Center operates a museum,
conducts environmental education programs in angling history, fly tying, fly
casting, streamcraft, and entomology. It also provides a meeting place for anglers
to share ideas, experiences, improve their skills and enhance their enjoyment
of the sport of fly fishing. (The term "Corporation" or "Center," as
used in these By-Laws shall connote the Catskill Fly Fishing Center, Inc.,
doing business as, the Catskill Fly Fishing Center and Museum. The Center is
in firm
agreement that the membership is open in all respects and conforms to the concept
of the Equal Opportunity Act.
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Article 1 -- Membership
Section 1. Members.
Persons shall be admitted to membership by complying
with requirements
as established in these
By-Laws.
Section 2. Dues. A dues structure
may be established by the Board of Directors. A member
is
in good standing whose dues are current and who
is not in conflict
with the By-Laws of the Center. All officers and directors must be in
good standing.
Section 3. Classes. The Board of
Directors may from time to time establish various classes
of
members with such designation, privileges,
powers, and voting rights
as the Board of Directors shall determine.
Section 4. Disciplinary Action. A member may be censured, suspended,
or removed from membership for cause; such as a violation of any
of the By-Laws or for conduct
prejudicial to the best interest of the Center.
Section 5. Removal. A member may be removed by action of the Board
of Directors, such removal to be effective upon repayment of the
current
year's dues that shall
have been paid by the member. In the event the Board believes that
the member may have committed a criminal act resulting in injury
to the Center,
the Board
may refer such matter to the police or to the courts.
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Article 2 -- Meeting of the Members
Section 1. Meeting Date. The Annual
Meeting of Members of the Center shall be held on the
last Saturday in May of each year unless otherwise ordered
by the
Board of Directors. The time and place shall be designated by the Board
of Directors. At the Annual Meeting, the election of
officers and directors will
take place as well as any other business as may come before the meeting.
Notice of the Annual Meeting shall be issued by authority
of the President or Secretary
and shall be served not less than fifteen (15) days before the time appointed
for the meeting. Notice of the meeting may be made personally or by mail.
If notice is mailed, it shall be directed to the last
known address of the member
shown on the records of the Center.
Section 2. Special Meetings. A special
meeting of the members of the Center may be called
at any time by the President or the Executive Committee.
Such a meeting
shall be held only for the purpose of transacting the business set forth
in the call of the meeting. The location of the meeting
will be designated by the President
or the Executive Committee.
Section 3. Voting.
At the Annual Meeting, voting by the membership will
be by individual vote.
Section 4. Quorum. A quorum at the
Annual Meeting of the Membership will be those in attendance.
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Article 3 -- Directors
Section 1. Board Size. The property,
affairs and the activities of the Center shall be managed
and conducted by the Board of Directors consisting of
not
less than twenty (20) nor more than forty-eight (48) members. There shall
be three classes of directors, with sixteen (16) members
in each class. After
serving two (2) consecutive three year terms, a Board member will be
ineligible for re-election for one (1) year. The qualifications
of a Board member shall
be determined by the Executive Committee or the Board of Directors.
Section
2. Meetings. Regular meetings of the Board
of Directors shall be held twice yearly at such times
and place
as shall be determined by the Board of Directors.
Special meetings of the Board of Directors may be called at any time
by the President by special notice mailed at least fifteen
(15) days prior to such meeting. At
all meetings of the Board of Directors, the President shall preside but
in his/her absence either of the Vice Presidents shall
act in his/her behalf. Minutes of
each meeting must be kept and filed at a stated location and made available
to any member.
Section 3. Location. Regular or special
meetings of the Board of Directors shall be held
at a convenient
location within the State of New York.
Section 4. Notice.
It shall be the duty of the Secretary to mail a notice
of each regular meeting or special
meeting of the Board of Directors
to each of
the Directors at least fifteen (15) days prior to the date of such
meeting, at his/her last known address as it appears
on the records of the Corporation
and
shall include a statement of matters to be considered.
Section 5. Quorum.
One fourth (1/4) of the members of the Board shall constitute
a quorum.
Section 6. Meetings by Telephone Conference.
Members
of the Board of Directors may participate in a teleconference
to conduct business.
The quorum required
for such a conference shall be the same as required by that body
in
the By-Laws. All members shall be notified of the date and time
of the teleconference.
All
decisions shall be taken by roll call voice vote. Action taken
by a teleconference shall be reported to the Board
of Directors or the
Executive
Committee
at the next meeting of these bodies. Minutes of the teleconference
shall be recorded
by the Secretary.
Section 7. Nominations and Vacancies.
The Board of Directors shall appoint a Nominating Committee
at
the second meeting of
the Board
of Directors,
for the
purpose of presenting a slate of Directors and Officers to
be elected at the Annual Meeting by the Membership. The
Nominating
Committee
shall be responsible
for nominating members-at-large of the Executive Committee
to be appointed (as provided in Article IV, Section 1)
by the Board
of
Directors at
its first regular
meeting following the Annual Meeting of the Membership. The
Nominating Committee shall consist of no less than seven
(7) members, a
majority of whom shall be
members of the Board and at least three (3) of whom shall not
be Directors. Nominations may also be made from the floor.
The President
may not
be a member of the Nominating
Committee. In the event of any vacancy occurring on the Board
of Directors by reason of death, resignation, or the removal
of any
Director, the
Executive Committee
may by majority vote fill such a vacancy. This decision will
be subject to confirmation at the next regularly scheduled
Board of
Directors
meeting. Any Director so elected
shall serve until the next election of Directors. Any Director
may resign at any time by giving written notice of such resignation
to
the Board
of Directors.
Section 8. Compensation. The Directors
shall not receive any compensation for their services
as Directors
of this Corporation.
Section 9. Committees. The Board of
Directors may establish committees to work under its
supervision.
Section 10. Annual Report. Pursuant
to Section 519 of Article 5 of the Not-for-Profit Corporation
Law,
the Board of Directors
shall
present at the Annual Meeting of
the members, and file with the minutes thereof, a report
verified by the President and the Treasurer, or by the
majority of Directors,
in
the form of the annual
financial statement of assets and liabilities certified
by a certified public accountant and reflects: (a)
the whole
amount of real and
personal property owned
by the Corporation, where located and where and how invested;
(b) the amount and nature of the property acquired or
divested during
the year
immediately preceding
the date of the report and the manner of acquisition
or divestiture; (c) the amount applied, appropriated,
or expended during
the year immediately preceding
such date and purposes, objects, persons to, or for which
applications, appropriations or expenditures have been
made.
Section 11. Disciplinary Action. A
Director may be
censured, suspended or removed from membership
for cause; such as
a violation of any
of the By-Laws or for conduct
prejudicial to the best interest of the Center.
Section
12. Removal. A Director may be removed from the Board/or
membership by action of the Board of Directors,
providing
that if such removal
shall be from
membership, it shall be effective upon repayment
of the
current year's dues that shall have been paid by
the member. In the
event the Board
believes that the
Director may have committed a criminal act resulting
in injury to the Center, the Board may refer such
matter to
the police
or to the
courts.
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Article 4 -- Executive Committee
Section 1. Size.
The Executive Committee of the Board of Directors shall
consist of at least eleven (11) members,
including ex officio the President, the First
Vice President, the Second Vice President, the Secretary, the Treasurer
and at least six members-at-large from among the Directors.
The Board of Directors
shall appoint the members of the Executive Committee at its first regular
meeting following the Annual Meeting of the Membership.
The term of office of each
member of the Executive Committee shall be for one (1) year. Vacancies
in the Executive Committee may be temporarily filled
by the
Executive Committee until
approved by the Board of Directors. Members of the Center may attend Executive
Committee meetings, unless the Executive Committee shall, in its discretion,
determine to meet in executive session, in which case attendance shall
be restricted to members of the Executive Committee.
Section 2. Meetings
and Responsibilities. The Executive Committee shall
meet
at least four (4) times annually. The Executive Committee shall, during
the intervals between meetings of the Board of Directors,
exercise the powers of the Board
of Directors with respect to general control, management, and regulation
of all corporate matters and shall be responsible
for
the operations of the Center.
Meetings of the Executive Committee shall be called by the President.
Section 3. Quorum.
At any meeting of the Executive Committee, one third
(1/3) of the
members shall constitute
a quorum.
Section 4. Minutes.
The Secretary shall keep the minutes of the meetings
of the Executive
Committee
and cause them to be recorded in a book kept
at a stated
location. The Executive Committee shall render written reports
to the Board of Directors at each regularly scheduled
meeting, describing their
activities for
the entire period since the last meeting.
Section 5. Meetings
by Telephone Conference. Members of the Executive
Committee may participate in a teleconference to conduct
business.
The quorum required
for such a conference shall be the same as required by that
body in the By-Laws. All members shall be notified
of the date and
time of the teleconference.
All
decisions shall be taken by roll call voice vote. Action
taken by a teleconference shall be reported to the
Board of Directors
or the
Executive Committee
at the next meeting of these bodies. Minutes of the teleconference
shall be recorded
by the Secretary.
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Section 1. Elections. Officers shall
be elected annually by the general membership at the Annual
Meeting. The term of any officer will be for a period of
one year.
The nominees shall be selected in the same manner as provided herein for the
nomination of Directors.
Section 2. Positions. The Officers of the Center shall consist of a President,
two (2) Vice Presidents, a Secretary, an Assistant Secretary, a Treasurer, and
an Assistant Treasurer.
Section 3. Vacancy. Any vacancy in an office occurring in the interim between
the election of officers may be filled temporarily by the Executive Committee
to serve until the next meeting of the Board at which time a successor will be
elected.
Section 4. President. The President shall be the chief executive officer of the
Center and shall preside at all meetings of the Executive Committee, the Board
of Directors and the Membership. The President shall appoint the chairperson
and members of all committees with the approval of the Board of Directors. The
President shall not appoint members of the Nominating Committee and shall be
ex officio of all committees except the Nominating Committee.
Section 5. Vice President. a. The First Vice President shall perform the duties
of the President in case of death or absence or inability to act. b. The Second
Vice President shall perform the duties of the First Vice President in case of
death or absence of the First Vice President.
Section 6. Secretary. a. The Secretary shall be responsible for recording the
minutes of the meetings of the Board of Directors, the Executive Committee and
the Annual Meeting of Membership.) b. The Assistant Secretary shall aid the Secretary
in the work of the office.
Section 7. Treasurer. a. The Treasurer of the Center shall work with the Administrative
Director in attending to the safekeeping of all funds of the Center. The Administrative
Director, and assign(s) shall be bonded in the amount not less than the corporate
assets. b. The Assistant Treasurer shall aid the Treasurer in the work of the
office.
Section 8. General Powers. The officers of the Center shall have all of the powers
granted to them under the Certificate of Incorporation and these By-Laws, all
of the powers designated to them by the Board of Directors, and all of the powers
which usually pertain to their respective offices.
Section 9. Disciplinary Action. An officer may be censured, suspended or removed
from membership for cause; such as a violation of any of the By-Laws or for conduct
prejudicial to the best interest of the Center.
Section 10. Removal. An officer may be removed from office and/or membership
by action of the Board of Directors, providing that if such removal shall be
from membership, it shall be effective upon repayment of the current year's dues
that shall have been paid by the member. In the event the Board believes that
the officer may have committed a criminal act, resulting in injury to the Center,
the Board may refer such matter to the police or to the courts.
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Article 6 --
Parliamentary Authority
Section 1. The current edition of the Standard Code of Parliamentary Procedure
by Alice Sturgis governs this organization in all parliamentary situations that
are not provided for in the law, or in its charter, By-Laws, or by adopted rules.
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Section 1. By-Laws Committee. There
shall be a By-Laws Committee appointed by the President.
Any revision of the By-Laws or proposed amendments shall
be considered
by this committee. The revisions or proposed amendments shall then be referred
to the Board of Directors for their consideration.
Section 2. The Board of Directors shall have the power to revise or amend the
By-Laws by a majority vote provided that prior notice has been given. The proposed
revision or amendments must be included in the call of the meeting.
Section 3. Amendments to the Charter are adopted by the same rules and procedures
as amendments to the By-Laws. No amendments to the Charter or the Articles of
Incorporation is effective until it has been approved by the Membership and also
the governing authority that granted the Charter.
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Article 8 -- Corporate Property
Museum Artifacts:
Section 1. All articles loaned or donated shall be held secure, protected
physically and provided with adequate insurance.
Section 2. No material donated may be disposed of in any fashion without approval
by the Board of Directors.
Section 3. All property donated to the Museum must be formally accepted by the
Board of Directors at each of their respective meetings. A semi-annual list of
the CFFC Acquisition Control Log Number, Donor's Name and a brief summary of
donation shall be provided by the Museum Committee and presented to the Board. Equipment, Furniture and Fixtures:
Section 1. All equipment, furniture and fixtures donated
and/or purchased shall be held secure, protected physically
and provided with adequate insurance.
Section 2. The Board of Directors shall give final approval to dispose
of any such equipment, furniture or fixtures.
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