MOUNTAIN BRIDGE CHAPTER #046

OF

TROUT UNLIMITED

CHAPTER BYLAWS

(Revised 05/02/2016)

Article I. Purpose of These Bylaws

 These Bylaws are intended to provide guidance, rules and procedures for the Chapter, as

defined in Article II, Section 1., below, in carrying out the business and activities of the

Chapter in accordance with the directives and policies of Trout Unlimited, Inc., (“TU” or “Trout

Unlimited”) as defined in Article II, Section 3., below.

Article II. Organization and Its Purpose

Section 1. The name of this organization shall be Mountain Bridge Chapter #046, Trout

Unlimited (“Chapter” or “MBTU”).

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, nonpolitical

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 III. 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 Bylaws 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. Such list shall be updated by the

Secretary as necessary to maintain the accuracy of the member information.

Article IV. Membership Meetings

Section 1. The Chapter shall hold regular meetings of all active members, prospective

members and guests on the third Monday of each month at a place chosen by the Board.

Such meetings shall be held monthly, except when the Board deems it appropriate that a

meeting shall be cancelled or postponed, such as when in conflict with a national holiday, by

reason of inclement weather, or other unusual events.

Section 2. An Annual Meeting of the Chapter shall be held in September of each year in

place of that month’s regular membership meeting for the purpose of: presentation of annual

reports of the accomplishments, status and directional plans for the Chapter by the President

and his/her designee(s); election of Chapter officers and directors, as appropriate; and other

Chapter business as may be best handled at such a meeting. 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. Notice may be in person,

by writing or by electronic communication, including fax or electronic mail.

Section 3. Special meetings may be called by the President or Board or upon the written

request of the lesser of five percent (5%) 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. Notice may be in

person, by writing or by electronic communication, including fax or electronic mail.

Section 4. 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. No

proxy voting shall be allowed.

V. Board of Directors

Section 1. The MBTU Chapter Board of Directors (“Board”) is responsible for the general

oversight and management of the Chapter’s affairs and finances and directs all business of

the Chapter as necessary for the efficient and effective operation of the Chapter.

Section 2. The Board of Directors shall consist of no fewer than three (3) non-officer

members and no more than nine (9) members, plus the Chapter Officers pursuant to Article

VI, Section 1. The immediate Past President shall be an ex-officio member of the Board for

the term of his or her successor. All Directors shall be current members of Trout Unlimited.

Section 3. The Board shall meet regularly, but not less than eight (8) times per year.

Upon notice, the meetings of the Board may be conducted by telephone. The Board may

also act by email vote, provided all members of the Board are permitted the opportunity to

participate and all votes are shown to all Directors and reported in the minutes of the Board.

Section 4. A simple majority of the members of the Board shall constitute a quorum and a

simple majority vote of those present is required to approve any official action.

Section 5. Special Board meetings may be called by the President or any two (2)

members of the Board. Unless notice is waived by all members of the Board, 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. Directors must attend a minimum of seventy-five percent (75%) of the

regularly scheduled meetings of the Board annually in order to remain as a member of the

Board. The President may make an exception to this attendance rule on an individual

Director basis for reasons of sickness or other good cause.

Section 7. Any Director not fulfilling the requirements of his or her term, or 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 the

selection of a replacement by the President and a ratification vote by the Board.

Section 8. The Board of Directors, by a vote of two-thirds of its total membership, may

remove from any office any Officer or Director for cause in the event that such a person does

not fulfill the obligations of the position in terms of attending meetings or otherwise

participating in the responsibilities of the Board of Directors to conduct the business of the

Chapter. Any vacancy created in this manner shall be filled in accordance with the

procedures contained in Article IV, Section 4, or Article VII, Section 5, of the By-laws.

Section 9. A Board member (Director) who does not have signatory authorization over

any of the Chapter’s financial accounts shall be assigned to monitor the monthly statements

of financial records of the Chapter in accordance with the provisions of the “Trout Unlimited

Policy on Financial and Property Controls for Chapters and Councils,” latest version.

Article VI. 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 elected by the membership at the Annual Meeting.

Section 2. Officers must attend a minimum of seventy-five percent (75%) of the regularly

scheduled meetings of the Board annually in order to remain as an officer. The President

may make an exception to this attendance rule on an individual basis for reasons of sickness

or other good cause.

Section 3. The President shall serve as chief executive officer of the Chapter, shall

appoint the chairs of all Chapter committees, and shall be an ex-officio member of all

committees, except the Nominating Committee. The President shall oversee all activities of

the Chapter and preside at all membership and Board meetings. The President shall submit

Chapter reports to the South Carolina State Council of Trout Unlimited (“SCTU”) and any

other report as may be required by the Chapter, SCTU and TU’s national office in the form or

format required by each. The President shall be a Chapter Representative of and attend

meetings of the South Carolina Council of Trout Unlimited. The President shall assign, and

the Board of Directors shall ratify the assignment, of a Board member to comply with Article

V., Section 9. above regarding financial review.

Section 4. 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 be responsible

for planning the Chapter’s monthly meeting programs, assist the President with preparing

reports, and perform other duties as assigned by the Board and the President.

Section 5. 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 designates. All checks for the disbursement

of funds of the Chapter above $300 shall be signed by the President and counter-signed by

the Treasurer. The Board may impose such alternate authority or limitations of authority to

execute contracts, sign checks or use other forms of payment as the Board deems

appropriate and may require that the Treasurer be bonded in an amount specified by the

Board at the Chapter’s expense. 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, and whenever

required by the Board, 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. 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.

E. Assist the President with preparing reports as described in Section 3

above.

F. Ensure compliance with the “Trout Unlimited Policy on Financial and

Property Controls for Chapters and Councils,” latest version, including but not limited to:

a. Oversight and control of chapter property inventory;

b. Proper use and accountability of donated funds and other

assets; and

c. Ensuring a copy of the Chapter’s bank account and credit card

monthly statements are timely provided to the Board member

assigned to routinely review said statements for accuracy and

appropriateness as provided in Article V., Section 9. herein.

Section 6. The Secretary shall keep the minutes of all meetings of the Board 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 be responsible for sending 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. The Secretary shall assist the President with preparing reports as described in

Section 3 above.

Section 7. The Immediate Past President shall be an ex-officio member of the Board and

shall assist the President in administration of the Chapter.

Article VII. Election, Term, Vacancy

Section 1. The Chapter officers shall serve two-year terms. No officer shall serve more

than two (2) consecutive two-year terms in the same office, but an officer may again hold the

same office after a one-year period out of office. Newly elected officers shall take office on

October 1

st following their election at the Annual Meeting.

Section 2. The non-officer directors of the Chapter shall be appointed by the President

for terms of three (3) years each. Such appointments must be ratified by the Board at its next

scheduled meeting. Directors’ terms shall be staggered to provide for continuity by retiring

three (3) members yearly whose terms have expired and replacing them with three (3) newly

elected members. A member may serve no more than two full, consecutive director terms.

Newly elected directors shall take office immediately upon ratification by the Board.

Section 3. Should the office of President become vacant for any reason, the Vice

President shall serve as President for the remainder of the unexpired term. In the event of a

vacancy in any office other than the President, the President shall appoint an individual to

serve until the next regularly scheduled election. This selection must be ratified by vote of

the Board.

Section 4. A majority vote of those Chapter members in good standing present at the

Annual Meeting will be sufficient to elect all officers and directors.

Section 5. The Nominating Committee shall nominate member candidates for each

elected office. Nominations may also be made from the floor at the Annual Meeting.

Article VIII. Committees

Section 1. The Chapter may establish standing committees, whose members shall be

appointed by the chair of each committee. Committees recognized by the Board are:

A. Communications: This committee is responsible for the Chapter’s

internal and external communications, including the web-site, social media, publicity, and

other communications programs and tasks as directed by the President. Communication

notices with the membership required by these bylaws shall be performed in conjunction with

the Chapter Secretary.

B. Membership: This committee is responsible for membership services,

membership lists and name tags, and efforts to recruit and retain members.

C. Education: This committee is responsible for education programs and

youth activities, including but not limited to the Trout-In-the-Classroom program.

D. Conservation: This committee is responsible for activities and projects

that directly support the Chapter’s and Trout Unlimited’s conservation agenda.

E. Outings: This committee is responsible for identifying, arranging,

scheduling, and promoting membership angling and recreation opportunities.

F. Social/Fund Raising: This committee is responsible for planning,

organizing, developing and executing all phases of the MBTU fund raising programs,

including but not limited to the biennial banquet and other social activities as directed by the

President or the Board.

G. Nominating: This committee shall assist the Board and officers with

leadership development and submit a slate of candidates for elections. This committee will

present a slate of a minimum of one candidate for each position to be filled at least one

month prior to the election held at the annual meeting. The Committee shall consist of the

three outgoing members of the Board, with the chair appointed by the President.

Section 2. Additional standing or ad hoc committees may be established from time to

time by the President or the Board.

Article IX. Fiscal Year

Section 1. The Chapter’s fiscal year shall be April 1 through March 31.

Article X. Amendment of By-Laws

Section 1. These Chapter bylaws may be amended at any Annual Meeting or Special

Meeting if 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 XI. 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 upon

authorization by the Board of Directors.

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 of the Chapter, all assets of the Chapter shall revert to the

South Carolina State Council. These assets will be held and/or redistributed in consultation

with Trout Unlimited.

Amended and adopted this 2nd day of May, 2016

Nick Stevens

Secretary

Mountain Bridge Chapter No. 046

Trout Unlimited