Note: Approved as of October 17, 1998

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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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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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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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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Article 5 -- Officers

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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Article 7 -- Amendments

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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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.

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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