OVERMOUNTAIN CHAPTER

TROUT UNLIMITED

BY-LAWS

Section 1- The name of the organization shall be Overmountain Chapter, Trout Unlimited, hereinafter referred to as the Chapter.

Section 2- The purpose of the Chapter shall be the preservation, protection and enhancement of the coldwater resource. The Chapter shall operate as a non-profit, non-political, and non-sectarian organization. The Chapter shall function exclusively for charitable, education and scientific purposes.

Section 3- The Chapter shall be a subsidiary organization under the authority of Trout Unlimited, a Michigan non-profit corporation, hereinafter referred to as "Trout Unlimited". The Chapter shall carry out the aims and purposes of Trout Unlimited and adopts by reference hereof, the Articles of Incorporation and By-Laws of Trout Unlimited. The Chapter acknowledges that all policies and objectives to be pursued by the Chapter, or by any member or members thereof, will be in accordance with the policies, purposes, and objectives of Trout Unlimited.

Section 4- The Chapter shall not promote or oppose the candidacy of any person seeking election to public office and the Chapter shall not participate of intervene in any campaign on behalf of any candidate for public office. No substantial part of the activities of the Chapter shall be carrying on propaganda or otherwise attempting to influence legislation.

Section 5- The Chapter will do whatever is within its ability to foster sound management of salmonid species and habitat. By way of illustration and not by limitation, the Chapter will be concerned with: (1) trout water (refers to trout, salmon, and steelhead waters) as a resource and especially with the preservation, protection, and enhancement of the quality and quantity of trout waters; (2) the adequate inventory of trout water as a resource and its classification in such manner that its orderly arrangement will be conducive to the development programs; (3) fostering the concept of trout fishing as a sport and heritage to be protected for future generations; and (4) promoting the concept of quality trout fishing and to encourage the adoption of fishing regulations that will encourage quality trout fishing.

The Chapter will initiate and complete appropriate habitat improvement projects.

The Chapter will endeavor to work with constituted authorities (state and federal) and other conservation organizations to help achieve the mission of Trout Unlimited.

The Chapter will become involved with local, state and national resource issues and engage in such activities that will benefit the coldwater resource.

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Section 6- The Chapter shall to the extent practical, engage in the following activities:

A. Educational: The Chapter will publish a newsletter to help educate its members and sponsor programs to educate its members and the public alike.

B. Public Relations: The Chapter will actively seek public exposure via press releases, internet website, sports shows, and radio and television public service announcements.

C. Membership: The Chapter will have an active membership recruitment program which shall include membership retention and new chapter formation where appropriate.

D. Fund Raising: The Chapter may engage in fund raising activities (national banquets, corporate and foundation grant requests, etc.); provided ,however, that all funds so raised shall be used exclusively for the purposes as set forth herein.

Section 1- Any man, woman or child who is interested in the activities of Trout Unlimited is eligible for membership.

Section 2- Payment of annual dues to Trout Unlimited shall automatically make one a member of the Chapter provided that individual resides in the Chapter’s geographical area. Nothing however shall restrict an individual from a different area from becoming a member of the Chapter so long as his/her dues are current with Trout Unlimited.

Section 3- Payment of annual dues to Trout Unlimited is the only requirement of membership into Trout Unlimited and the Chapter and therefore, separate Chapter dues or fees are prohibited. Newsletters must be sent to all members as a matter of right.

Section 4- The By-Laws of Trout Unlimited govern the suspension or expulsion of members.

Section 5- Voting members shall be defined as members whose dues are currently in force at the time of membership.

Section 1- The executive officers of this organization shall be a President, Vice President, Secretary, and Treasurer, all of whom shall be members of the Board of Directors.

Section 2- The President shall preside at all meetings; with the approval of the Board, appoint all committees not otherwise provided for; be general executive officer; and ex-officio members of all committees.

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Section 3- The Vice President shall serve in the absence, or inability of the President to act in the general administration of the Chapter. He, or she, is expected to succeed to President when the current President’s term expires.

Section 4- The Secretary, with the President, shall sign and execute agreements and other obligations of the Chapter, subject to the approval of the Board. He, or she, shall keep the minutes of all meetings. They shall be the custodian of all records, papers, files, and books of the Chapter. Except when necessary for the purpose of meetings he or she shall not disclose to any person the names or addresses of the members, or the membership list without approval of the Board of Directors. He, or she, 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.

Section 5- The Treasurer shall have custody of all funds. He or she shall exhibit the books, records and accounts to any requesting Director. They shall submit a monthly report to the Board, and the financial part of the financial part of the Annual Report to Council.

Section 6- The immediate past President shall be an ex-officio member of the Board of Directors and shall assist the President in the administration of the Chapter.

Section1- The President shall be elected by a vote of the membership at the annual meeting of the Chapter for a one year term and the President shall be eligible for only one successive term.

Section 2- All other officers shall be elected by a vote of the membership at the annual meeting of the Chapter for a one year term and said officers shall be eligible to succeed themselves for two consecutive one-year terms. They are expected to be Board members for three successive years.

Section 3- The term of office of all elected officers shall be one year. All officers will serve until the next election.

Section 4- In the event of a vacancy in any office, the Board of Directors shall appoint an individual to serve until the next election.

Section 5- A majority vote of those members present and in good standing will be sufficient to elect all officers and no member shall hold more than one office at any time.

Section 6- The Nominating Committee shall nominate members for each elected office. Said nominations shall be made and sent to all members with the notice of the Annual Meeting. Nothing, however, will deny nominations from being made from the floor during the Annual Meeting.

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Section 1- The Board of Directors shall consist of no less than six members in addition to the officers listed in ARTICLE III above. These six members shall be elected to serve a three year term, and, in order to provide for continuity, their terms should be staggered so that no more than one-third of the Director’s terms expire in a given year.

Section 2- The Board of Directors shall be responsible for the general supervision of the affairs of the Chapter.

Section 3- The Board of Directors shall meet on a regular basis. Special meetings may be called by the President, or upon the request of at least four members of the Board of Directors.

Section 4- Five members of the Board of Directors shall constitute a quorum and a majority vote of those present is required.

Section 5- Notice of any special meeting must be given in writing at least seven (7) days in advance.

Section 6- The Board of Directors may create additional elected offices should it deem it necessary.

Section 1- The following functions should be represented by committees:

A. Communications, internal and external. The key elements of this function are communications to the Chapter membership and communications to the outside world.

B. Membership. This key committee is responsible for membership service such as updating and correcting the master list, and membership development to build membership. An important function that should not be overlooked is that of following through to seek renewals from members whose renewal date is coming up.

C. Resource Management and Protection. This committee is a key committee in focusing the Chapter on activities which directly support Trout Unlimited’s mission of protection, preserving and enhancing the coldwater resource.

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D. Financial Development. This committee should build the fund raising capability of the Chapter so that all worthwhile activities of the Chapter on behalf of the coldwater resource can be carried forward with adequate financial resources.

E. National Banquet. The banquets can provide a substantial portion of the funding needed to run the Chapter and also provide much needed support for national resource activities.

F. Leadership Development. This committee will constantly focus on the need to provide a continuous flow of new leaders by implementing the programs outlined in the Leadership Development Manual. This committee should also serve as a nominating committee to build a base of elected officers and directors who will become the future leaders of the Chapter.

G. Legal. This committee should provide legal advice and seek to recruit volunteer lawyers to help the Chapter when it needs legal assistance particularly for legal battles over issues.

H. Program. A Trout Unlimited chapter should provide an atmosphere in which to have fun as well as being an organization committed to preserving and enhancing coldwater resources. The Program Committee will arrange for meeting places, greet newcomers, set up fishing and angling arts programs and other activities designed to provide fun and entertainment for members and guests alike.

I. Education. This committee should develop training and educational information for the members, local schools, and the general public.

Section 2- Special committees may be appointed by the President as necessary with the approval of the Board of Directors.

Section 3- Selection of committee members shall be the responsibility of the respective committee chairpersons.

Section 1- The Annual Meeting of the Chapter shall be held in September each year, on a date set by the Board of Directors, for the purpose of electing of officers and Directors. The President shall present an annual report to the members.

Section 2- Notice of the Annual Meeting must be sent to each member at least thirty (30) days in advance. Notice must include the time, place, and agenda of the Annual Meeting including the slate of officers nominated by the Nominating Committee.

Section 3- The Chapter shall hold regular monthly meetings at a date, time and place chosen by the Board of Directors.

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Section 4- Special meetings may be called by the President or Board of Directors and must be called upon written request of ten percent (10%) or more of the membership.

Section 5- Notice of time, date, place, and business of all Special Meetings must be sent to all members at least seven (7) days in advance.

Section 6- At the Annual Meeting, or any special meetings, ten percent (10%) of the Chapter’s membership shall constitute a quorum. A majority vote of those present is controlling. Proxy voting is permissible.

Section 1-The Chapter shall submit the Annual Report to the State Council. The Annual Report shall consist of the following:

a. Financial Report (due November 15).

b. The Action Plan (the goals and objectives for the Chapter).

c. The Activity Report (evaluation of the Chapter’s accomplishments against the

previous year’s Action Plan).

Chapters will be provided the reporting form for these reports to simplify the reporting task.

Section 2- Chapter recognition in an awards programs conducted by Trout Unlimited shall be contingent upon receipt of the Chapter’s Annual Report by the Council Chairman. Awards shall be based upon the level of achievement within the framework of the accomplishments documented in the annual reports and nominations shall be based upon the recommendation of the Council Chairman.

Section 3- The National Board of Directors may authorize exclusion of chapters from national programs, withholding of rebates, revocation of the Chapter’s charter with due cause and must deliberate and decide upon these sanctions upon the recommendation of the respective Council Chairman.

Section 1- The fiscal year shall be October 1 through September 30.

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Section 1- The By-Laws may be amended at the Annual Meeting, upon proper notice being given, by a two-thirds majority vote of those present, provided those present constitute a quorum. A quorum is defined as not less than ten percent (10%) of the members in good standing. Proxy voting is permitted upon any issue which has been included in the notice of the meeting.

Section 1- Any of these By-Laws that may be in conflict with the Articles of Incorporation or By-Laws of Trout Unlimited will be void.

Section 1- No part of the income or net earnings of the Chapter shall inure to the benefit of, or be distributable 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 effecting one or more of its purposes, and reimbursement may be made for any expenses incurred, for, or on behalf of the Chapter by any officer, director, agent, or employee, member or any other person or corporation, pursuant to and upon authorization of the Board of Directors); and provided further that no member, director or officer of the Chapter, or any other private individual shall be entitled to share in any dissolution of the Chapter or otherwise.

Section 2- No part of the assets of the Chapter shall inure to the benefit of, or be distributable to, any organization whose income, or net earnings, or any part thereof inure to the benefit of any private shareholder or any other individual.

Section 3- Upon dissolution of the Chapter, all of its assets shall be paid over, or transferred to the State Council, or, if none exists, to Trout Unlimited.

Section 1- Notwithstanding any other provision hereof, this Chapter shall not conduct, or carry on, any activities not permitted to be conducted or carried on by an organization which is tax-exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended from time to time.

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Section 1- The Chapter shall exist in perpetuity or until dissolved or dechartered.

These By-Laws were adopted and became effective on January 1, 1989 .The 1^st revision was approved on March 7, 1996. The 2^nd revision is approved on this the 9^th day of September, 2004.

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