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Constitution
and By-Laws
Constitution and
By-Laws of the
Southwest Council
of the Federation of Flyfishers, Inc.
PREAMBLE:
We, in conclave assembled, out of a firm and abiding conviction that fly fishing
as a way of angling gives to its followers the finest form of outdoor recreation
and natural understanding, do hereby join in common effort in order to maintain
and further fly fishing as a sport, and, through it, to promote and conserve
angling resources, inspire its angling literature, advance its fellowship, and
broaden the understanding of all anglers in the spirit of true sport.
ARTICLE I
This organization shall be called "The Southwest Council of the Federation of
Fly Fishers, Inc." and is referred to in these Constitution and By-Laws as the
Southwest Council.
ARTICLE II - PURPOSES
SECTION 1. OBJECTIVES OF THE COUNCIL. The Southwest Council is a non-profit
membership Corporation established as a regional extension of the Federation of
Fly Fishers (hereinafter referred to as the Federation) to cultivate and advance
the art, science, and sport of fly fishing as the most sporting and enjoyable
method of angling and the way of fishing most consistent with the preservation
and use of game fish resources, to be the voice for organized fly fishing, to
promote conservation of natural resources, to facilitate and improve the
knowledge of fly fishing, to elevate the standard of integrity, honor and
courtesy of anglers, and to cherish the spirit of fellowship among anglers
everywhere.
SECTION 2. ACTIVITIES. The Southwest Council will provide services to
individuals, fishing clubs, associations, leagues, or other organizations of
anglers, and organizations concerned with conservation of recreational resources
to help them carry out the purposes of the Federation and of their own programs
as are consistent with the purposes of the Federation, in their respective
localities.
2a. The Southwest Council is established as a non-profit domestic organization
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.
SECTION 3. FLY FISHING. The Southwest Council will publicize improvements in the
techniques of fly fishing, fly tying, fly casting, and related angling subjects.
SECTION 4. LIAISON WITH OTHER ORGANIZATIONS. The Southwest Council will
establish and maintain liaison with other organizations of anglers and
conservationists, and also with governmental agencies concerned with the sport
of angling, and keep its members informed of developments of interest to the
membership.
Formally Adopted 6/2/90 - Page 1 Amended 3/14/98
SECTION 5. AVOIDANCE OF POLITICAL ACTIVITY. No substantial part of the
activities of the Southwest Council shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the Southwest Council shall
not participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office.
SECTION 6. GENERAL ACTIVITIES. Notwithstanding any other provisions of these
Constitution and By-Laws, the Southwest Council shall not carry on any other
activities not to be carried on by: (a) an organization 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) an organization,
contributions to which are deductible under Section 170(c)(2) of the Internal
Revenue Tax Code, or corresponding section of any future federal tax code.
ARTICLE III - MEMBERSHIP AND DUES
SECTION 1. CLASSES OF MEMBERSHIP. There shall be two classes of membership in
the Federation: (1) member clubs and organizations; and (2) individual members.
The Board of Directors of the Federation (hereinafter referred to as the
Federation Board), in its discretion, shall designate various categories of
membership within these classes.
SECTION 2. ADHERENCE TO OBJECTIVES. All members shall subscribe to the
objectives of the Federation.
SECTION 3. ELIGIBILITY. Membership shall not be restricted, and any individual
club, association, league, or other entity shall be eligible for membership in
the Federation.
SECTION 4. MEMBER CLUBS. All clubs affiliated with and currently in good
standing with the Federation, and located in the states of California and
Nevada, as defined by the Federation, shall be considered Member Clubs of the
Southwest Council unless they officially declare otherwise to the Business
Office of the Federation and to the Southwest Council at its principal address.
Any club in any geographical location outside the above listed area, currently
in good standing with the Federation, may become a member of the Southwest
Council by stating its intention in writing to the Business Office of the
Federation and to the Southwest Council at its principal address.
SECTION 5. INDIVIDUAL MEMBERS. Any person affiliated with and currently in good
standing with the Federation, located in the area described in Article III,
Section 4, shall be considered a member of the Southwest Council. Any person in
any other geographical location currently in good standing with the Federation,
may become an Individual Member by stating such intention in writing to the
Southwest Council at its principal address.
SECTION 6. DUES. The dues of the members of the Southwest Council shall be
determined for each class and category of membership by the Federation Board,
and shall be payable annually unless the Federation Board shall determine
otherwise.
SECTION 7. SUSPENSION OR TERMINATION OF MEMBERSHIP. The Board of Directors of
the Southwest Council (hereinafter referred to as the Council Board), by
unanimous affirmative vote of all the members of the Council Board present and
voting, at a meeting at which there is a quorum, may suspend or expel a member
of the Southwest Council.
Formally Adopted 6/2/90 - Page 2 Amended 3/14/98
ARTICLE IV - AUTONOMY OF CLUBS
The Federation and the Southwest Council shall not in any way infringe upon the
charter or franchise of any member club, association, league, or other entity,
nor shall it impose any form or forms of organization or by-laws, or dictate any
activity, policy, or procedure to such members, other than subscribing to the
objectives of the Federation. The complete autonomy of member clubs,
associations, leagues, or other entities shall be respected by the Federation
and the Southwest Council.
ARTICLE V - MEETINGS OF THE SOUTHWEST COUNCIL
SECTION 1. GENERAL MEMBERSHIP. A meeting of the general membership of the
Southwest Council shall be held each year at the principal office of the
Southwest Council or at such other place within and without the Council as shall
be specified in the notice of said meeting given as hereinafter provided.
SECTION 2. SPECIAL MEETINGS. Special meetings of the General Membership for any
purpose or purposes, unless otherwise regulated by statute, may be called by
resolution of a majority of the Council Board.
SECTION 3. NOTICE OF MEETINGS. Notice of the time, place, and object of a
meeting of the Membership shall be given personally, or by first class mail
addressed to each member entitled to vote at the meeting, by electronic means,
including but not limited to e-mail or may be included by being prominently
displayed in a newspaper or other periodical regularly published at least
semi-annually by or in behalf of the Southwest Council or Federation and mailed
at postage rates complying with the regulations of the United States Postal
Service addressed to a member entitled to vote at the meeting. In each instance,
the notice shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting.
SECTION 4. ELIGIBILITY TO VOTE. Only individual members and affiliated clubs,
associations, leagues, or other entities, which have paid current dues to the
Southwest Council shall have the right to vote.
SECTION 5. PROXIES. Votes in actions of the Southwest Council may be cast in
person or by proxy. Proxy form shall be designated by the Council Board and
accepted by the Secretary of the Southwest Council before the meeting in which
it shall be voted.
SECTION 6. QUORUM. At any Membership Meeting of the Southwest Council, the
quorum will consist of those present.
ARTICLE VI - BOARD OF DIRECTORS
SECTION 1. BOARD OF DIRECTORS. There shall be a Board of Directors which shall
consist of the officers defined in Article VII and any number of not less than
fifteen (15) persons as determined by the Council Board. Two of these Directors
shall be designated National Directors and along with the President of the
Southwest Council shall serve on the Federation Board. Each Member Club,
currently in good standing with the Federation, shall designate a club member to
serve as a Director on the Council Board.
SECTION 2. GENERAL POWERS. The Board shall control the business and affairs of
the Southwest Council and may exercise all such authority and powers of the
Southwest Council and do all such lawful acts and things as are not, by law,
these Constitution and By-laws, directed or required to be exercised or done by
the members directly.
Formally Adopted 6/2/90 - Page 3 Amended 3/14/98
SECTION 3. ELECTION OF DIRECTORS. Election of National Directors shall be by
mail-in ballot or agreed upon electronic means, including but not limited to
e-mail of the Membership of the Southwest Council. The Nominating Committee as
provided for in Article IX, Section 2, shall nominate the number of persons
required for the Council Board, two of whom shall be designated Federation
National Director Nominees, at least thirty (30) days prior to the Federation
Council Annual General Membership Meeting, and no later, in any event, than
thirty (30) days prior to the Federation Annual General Membership Meeting. The
list of duly elected Federation National Directors shall then be provided to the
Federation Office. All Directors shall be members of the Federation in good
standing.
SECTION 4. TERM OF OFFICE. All Directors shall serve for one (1) year two years
and until their successors are duly elected.
SECTION 5. PLACE OF MEETING. The Council Board may hold its meetings at such
place or places as the Council Board, from time to time may determine, or as
shall be specified or fixed in the respective notices or waivers of notice.
SECTION 6. REGULAR MEETING. Regular meetings of the Council Board shall be held
at such times and places as the Council Board, by resolution, may determine.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Council Board shall be held
whenever called by the President or Secretary acting with the consent of a
majority of the Executive Board.
SECTION 8. QUORUM AND MANNER OF ACTING. Except as provided in Section 12 of this
Article, a quorum shall consist of one third (1/3) of the whole Council Board.
Any act of a majority of the Directors present at any meeting at which a quorum
shall be present shall be deemed an act of the Council Board. In absence of such
a quorum, a majority of the Directors present may adjourn any meeting from time
to time until a quorum may be achieved. Notice of any adjourned meeting need not
be given, other than by announcement at the meeting at which such an adjournment
shall be taken.
SECTION 9. NOTICE OF MEETINGS. Notice of the time, place, and object of a
meeting of the Council Board shall be given personally, or by first class mail
addressed to each Council Director, by electronic means, including but not
limited to e-mail or may be included by being prominently displayed in a
newspaper or other periodical regularly published at least semi-annually by or
in behalf of the Southwest Council or Federation and mailed at postage rates
complying with the regulations of the United States Postal Service addressed to
a Council Director. In each instance, the notice shall be given not less than
ten (10) nor 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 him and
business may be transacted by the Council Board at a meeting at which every
member of the Council Board shall be present, though held without notice.
SECTION 11. EXECUTIVE BOARD. The Executive Board shall consist of the President,
First Vice-President, Secretary and Treasurer of the Southwest Council, and 3
other Members as voted on by the Council Board as a whole.
SECTION 12. REMOVAL OF DIRECTORS. Any Director may be removed at any time by the
affirmative vote of a majority of a quorum of the whole Council Board at a
regular or at a special meeting of the Council Board called for that purpose. A
quorum for action taken to remove a Director shall be two-thirds (2/3) of the
Council Board of Directors.
SECTION 13. VACANCIES. Any vacancy in the Council Board caused by death,
resignation, removal, increase in the number of Directors, or any other cause,
shall be filled by appointment from the President with the advice and consent of
the Council Board.
Formally Adopted 6/2/90 - Page 4 Amended 3/14/98
ARTICLE VII - OFFICERS
SECTION 1. SOUTHWEST COUNCIL OFFICERS. The Council Board shall elect the
Officers of the Southwest Council. The Officers shall be the President, First
Vice-President, Secretary and Treasurer. The Nominating Committee shall submit
nominations of the Southwest Council Officers to the Council Board, who will
then elect the President, First Vice-President, Secretary and Treasurer.
SECTION 2. TERMS OF OFFICE. All Officers shall serve for one (1) year two years
and until their successors are elected.
SECTION 3. EXECUTIVE COMMITTEE. The operational implementation of the Council
Board's goals, directions, and policies as funded by the Council Board shall be
conducted by an Executive Committee. The Executive Committee shall be comprised
of the President, the First Vice-President, the Secretary, the Treasurer, and
Executive Vice-Presidents.
SECTION 4. REMOVAL. Any officer of the Southwest Council may be removed at any
time, by resolution adopted by a two-thirds (2/3) majority of the whole Council
Board at a regular meeting or at a special meeting called for that purpose.
SECTION 5. VACANCIES. A vacancy in any office other than the President, because
of death, resignation, removal, or any other cause, shall be filled by
nomination of the President with the advice and consent of the Council Board,
for the unexpired portion of the term.
SECTION 6. PRESIDENT. The President shall be the Chief Executive Officer of the
Southwest Council, and shall have general supervision over the activities of the
Southwest Council, subject to the control of the Council Board, and shall see
that all orders and resolutions of the Council Board are carried out. The
President must sign, execute, and deliver in conjunction with either the
Secretary or the Treasurer, in the name of the Southwest Council, all deeds,
mortgages, bonds, contracts, or other instruments authorized by the Council
Board, except in the cases where the signing, execution or delivery thereof
shall be expressly delegated by the Council Board or by these Constitution and
By-Laws to some other officer or agent of the Southwest Council or where any
thereof shall be required by law otherwise to be signed, executed, and
delivered. In general the President shall perform all duties incidental to the
office of the President and such other duties as may from time to time be
assigned to him or her by these Constitution and By-Laws or by the Council
Board.
SECTION 7. FIRST VICE-PRESIDENT. The First Vice-President shall perform the
duties of the President in his/her absence and shall perform such administrative
functions as may be directed by the President and/or the Council and assist the
President in facilitating and coordinating the activities of the Council
committees. In case of the death or resignation of the President, he or she
shall become President for the unexpired term, and have the privilege of serving
a full term as President the following year.
SECTION 8. SECRETARY. The Secretary shall act as secretary of, and keep the
minutes of, all meetings of the Council Board, Executive Board, Executive
Committee, and of Members; he or she shall cause to be given notice of all
meetings of the Members and Directors; he or she shall have charge of the
register of members and also of the other books, records, and papers of the
Southwest Council relating to its organization and shall see that the reports,
statements, and other documents required by law are property kept or filled; and
he or she shall in general perform all duties incidental to the office of
Secretary. The Secretary may sign, execute and deliver, in conjunction with the
President, and in the name of the Southwest Council, all deeds, mortgages,
contracts, bonds, or other instruments authorized by the Council Board. He or
she
Formally adopted 6/2/90 - Page 5 Amended 3/14/98
shall also have such powers and perform such duties as are assigned to him or
her by these Constitution and By-Laws, and he or she shall have such powers and
perform such duties, not inconsistent with these Constitution and By-Laws, as
the Council Board shall from time to time prescribe.
SECTION 9. TREASURER. The treasurer shall have charge and custody of, and be
responsible for, all the funds and securities of the Southwest Council, shall
prepare an annual budget for the Southwest Council, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Southwest
Council and shall deposit all monies and other valuable effects in the name of
and to the credit of the Southwest Council in such banks or other depositories
as may be designated by the Council Board; he or she shall disburse the funds of
the Southwest Council as may be ordered by the Council Board, taking proper
vouchers for such disbursements, and shall render to the President and to the
Council Board at the regular meetings of the Council Board or whenever they may
require it, a statement of all his or her transactions as Treasurer and an
account of the financial condition of the Southwest Council; and, in general he
or she shall perform all the duties incidental to the office of Treasurer and
such other duties as may from time to time be assigned to him or her by the
Council Board. The Council Board may require an independent audit of the
Southwest Council's accounts at any time. The Treasurer shall hand over to his
or her successor in office within ten (10) days after the election of his or her
successor, a complete and accurate financial statement together with all the
funds, books, and records pertaining to his or her office. The Treasurer may
sign, execute, and deliver, in conjunction with the President, in the name of
the Southwest Council, all deeds, mortgages, contracts, bonds, or other
instruments as authorized by the Council Board.
SECTION 10. EXECUTIVE VICE-PRESIDENTS. The Executive Vice-Presidents shall be
appointed by the President with the advice and consent of the Council Board. The
number and title of the Executive Vice-Presidents shall duplicate those
established by the Federation except that of Executive Vice-President of
Administration. They shall have control of specific areas of the Southwest
Council as outlined by the Council Board. Their powers shall be limited to
implementation of directives and policy as outlined and funded by the Council
Board.
SECTION 11. OFFICER LINE OF SUCCESSION. In the event of a vacancy due to death,
resignation, removal, or any other reason, in the office of the President, the
First Vice-President shall then assume that office for the unexpired term. The
then vacated office of First Vice-President shall be filled by the mechanisms as
stated in Article VII, Section 5.
ARTICLE VIII - RESIGNATION
Any member, Director or Officer may resign their office at any time by giving
written notice of his or her resignation to the President or the Secretary of
the Southwest Council. Such resignation shall take effect at the time specified
there, or if no time specified therein, at the time of the receipt thereof, and
the acceptance thereof shall not be necessary to make it effective.
ARTICLE IX - COMMITTEES
SECTION 1. SPECIAL COMMITTEE. Special Committees may be appointed by the
President, by the Executive Board, or by the Executive Committee, at a business
meeting whenever deemed necessary.
SECTION 2. NOMINATING COMMITTEE. A Nominating Committee shall consist of the
Past-President and three Southwest Council members in good standing selected by
the
Formally adopted 6/2/90 - Page 6 Amended 3/14/98
Executive Board. The members of the Nominating Committee shall select a
chairperson and shall, thirty (30) days prior to the Council Annual General
Membership Meeting, and no later, in any event, than thirty (30) days prior to
the Council Annual General Membership Meeting, select and vote for a nominee for
each of the two National Directors. A member serving on the Nominating Committee
shall be eligible for nomination to office. Every member selected by the
Committee shall be so informed, and shall consent prior to announcement of their
names in nomination. Any member has the right to refuse nomination, and may
withdraw from nomination at any time. The Chairperson of the Nominating
Committee shall place the Council's National Board nominations on a mail-in
ballot to be sent to the Southwest Council membership. The Nominating Committee
shall ask each Council Affiliated Club President to inform the Council
Nominating Committee thirty (30) days prior to the Council Annual General
Membership Meeting as to that club's Southwest Council Director. The Nominating
Committee shall also nominate four of the Council Board nominees for the offices
of President, First Vice-President, Secretary, and Treasurer.
ARTICLE X - FINANCE
SECTION 1. FISCAL YEAR. The fiscal year of the Southwest Council shall be the
same fiscal year established by the Federation.
SECTION 2. BUDGET. The Council Board shall review and approve the annual budget
of the Southwest Council submitted by the Treasurer.
SECTION 3. EXPENDITURES.
3a. No member, officer, or representative of the Southwest Council shall have
authority to contract any obligation for the Southwest Council unless the
contract or commitment has been authorized by the Executive Board or by a
specific resolution at a regular meeting of the Council Board, and unless the
Executive Board has made an appropriation of funds for the purpose.
3b. Every expense and financial liability of the Southwest Council shall be
accounted for by acceptable methods of accounting and in enough detail to show
how all activities are financed.
3c. No part of the net earnings shall inure to the benefit of, or be distributed
to its members, trustees, officers, or other private persons, except that the
Southwest Council 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 I.
SECTION 4. FINANCIAL STATEMENTS. Financial statements shall be submitted to the
Federation at such time and in such a manner as determined by the Federation to
enable the Federation to file a Group 990 Tax Return.
ARTICLE XI - GENERAL PROVISIONS
SECTION 1. SELECTION OF DIRECTORS AND OFFICERS. Each member who wishes to
recommend persons within the Southwest Council for the position of Director
and/or Officer may do so by letter addressed to the President of the Southwest
Council. The names of the persons recommended shall be considered by the
Nominating Committee in selecting their nominees to these positions, except that
any person recommended by a majority of the members shall be one of the persons
nominated.
Formally adopted 6/2/90 - Page 7 Amended 3/14/98
SECTION 2. RELATIONS WITH OTHER ORGANIZATIONS. The Southwest Council 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 be both parties and approved by the
Council Board.
SECTION 3. CONFLICT OF AUTHORITY. Any conflict in intent between these
Constitution and By-Laws and a Federation Instrument which specifically controls
activities within a Federation Council, shall be decided in favor of the
Federation Instrument.
ARTICLE XII - OFFICES AND BOOKS
SECTION 1. OFFICES. The principal office of the Southwest Council shall be at
such a place as the Council Board may determine. The Board may from time to time
and at any time establish other offices or branches of the Southwest Council at
whatever place or places it deems to be expedient.
SECTION 2. BOOKS. There shall be kept at the office of the Southwest Council
correct books of all the business and transactions of the Southwest Council, a
copy of these Constitution and By-Laws and the register of membership of the
Southwest Council, which shall contain the names, alphabetically arranged, of
all persons who are members of the Southwest Council, showing their respective
place of residence, and the time when they respectively, became members thereof.
ARTICLE XIII -WAIVER OF NOTICE
Whenever, under the provisions of any governing law of these Constitution and
By-Laws, or any resolution of the Council Board, the Southwest Council or the
Council Board is authorized to take any action after notice to members or
directors or after the lapse of a prescribed period of time, such action may be
taken without notice and without the lapse of any period of time, if, at any
time before or after such action shall be completed, such notice or lapse of
time shall be waived in writing by the person or persons entitled to said notice
or entitled to participate in the action to be taken.
Any meeting at which all members or, in the case of a meeting of the Council
Board, all Directors are present, or with respect to which notice is waived by
any absent member or director, may be held at any time, for any purpose and at
any place, and shall be deemed to have been validly called and held; and all
acts done and business conducted at any such meeting shall be deemed valid in
all respects.
ARTICLE XIV - AMENDMENTS
These Constitution and By-Laws may be amended at any Meeting of the Council
Board of the Southwest Council. The affirmative vote of two-thirds (2/3) of a
quorum of the Council Board as defined in Article VI, Section 8, shall be
required for the adoption of any amendment. Notice of the proposed amendment,
together with the text of the proposed amendment, shall be delivered to the
Directors as outlined in Article VI of these Constitution and By-Laws. The
amendment will then be presented to the Federation Board for approval and will
go into effect upon such approval.
Formally adopted 6/2/90 - Page 8 Amended 3/14/98
ARTICLE XV - DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the Southwest Council, assets shall be distributed for
one or more exempt purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Tax Code, or corresponding section of any future tax code,
subject to any order of a court of competent jurisdiction.
ARTICLE XVI - RULES OF ORDER
The Southwest Council will function under "Robert's Rules of Order, Revised"
except as specified by these Constitution and By-Laws.
ARTICLE XVII - APPROVAL OF CONSTITUTION AND BY-LAWS
These Constitution and By-Laws 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 V, Section 3; approved by the Board of the Federation of Fly
Fishers, Inc. and signed by the President, Secretary, and Treasurer of the
Southwest Council.
Adoption:
s/President - Larry Hampy 6/2/90
s/Secretary - Bob Montgomery 6/2/90
s/Treasurer - John Short 6/2/90
Amendments:
___________________________________________________________ Date_______________
PRESIDENT – Michael Schweit
__________________________________________________________ Date ________________
SECRETARY – Melinda Roberts
___________________________________________________ Date ________________
TREASURER – Carl Laski
Formally adopted 6/2/90 - Page 9 Amended 3/14/9
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