By Laws

Kiap-TU-Wish

Chapter

Trout Unlimited

By-Laws

As Amended, March 5, 2003

Section 1: The name of the organization shall be KIAP-TU-WISH Chapter, Trout Unlimited.

Section 2: The chapter shall be unincorporated and operate as a nonprofit organization, nonpolitical and nonsectarian, to conserve and preserve the trout as a game fish, to promote trout angling in a sportsmanlike manner, and to work with and encourage constituted authorities and other conservation organizations to that end, through scientific, yet practical, trout management; through land, water and watershed management to provide desirable food and habitat; through fishing regulations to preserve and increase trout population and through dissemination of full and accurate information to the members and general public.

Section 3: The chapter shall not promote or oppose the candidacy of any person seeking election to public office. No substantial part of the activities of the chapter shall be carrying on propaganda, or otherwise attempting to influence legislation.

Section 4: The aims and activities of this chapter will at all times be in conformity with those of Trout Unlimited.

Section 1: The annual meeting of this organization shall be held at a place designated by the membership during the month of March of each year. It shall be the duty of the Secretary to cause a written notice of each annual meeting to be mailed to each of the members of record directed to their last known post office address, at least ten (10) days immediately preceding said meeting. Provided, however, that a failure to mail such notice, or any irregularity in the same, shall not affect the validity of any such annual meeting, or any proceedings at such meeting.

Section 2: Special meetings of the members may be called upon the request by a majority vote of the Board of Directors; or upon demand in writing signed by not less than one-half of the regular members in good standing, by notification by the Secretary, indicating briefly the object or objects thereof, at least five (5) days prior to the date of such meeting, to each member of record in good standing. Such meetings shall be valid for all purposes and any proper action may be taken.

Section 3: Regular weekly, monthly, bi-monthly, quarterly, or semi-annual meetings of the membership shall be held at a time and place determined by the membership or Board of Directors.

Section 4: At each meeting of the members every regular member and affiliate in good standing shall be entitled to a vote in person or by proxy appointed by an instrument in writing subscribed by such members. The vote upon any question before a meeting shall be by acclimation unless a majority of members present and entitled to vote shall demand that the voting for that meeting, or any particular question before the meeting, be by ballot.

Section 5: At any meeting of the membership, those regular members present who are in good standing and those represented by proxy shall constitute a quorum of the members for all purposes.

Section 6: At each meeting of the members a true and complete list of all the members and affiliates entitled to vote at such meeting, certified by the Secretary, shall be present. Only the persons or affiliates appearing on such list shall be entitled to vote.

Section 7: The chapter shall, in every case, conduct its activities in concord with the by-laws of the parent organization as well as its own by-laws. Its aims and purposes shall be to support the parent organization as set forth in its statement of philosophy, policy and objectives.

Section 1: The property and affairs of the chapter shall be managed and controlled by a Board of Directors composed of seven (7) elected members. At least four (4) three year board members shall be residents of the State of Wisconsin. In even numbered years, there shall be elected one (1) board member whose term shall be for two years and whose name shall be placed in nomination from the floor by a qualified member with the second of a qualified member. Nominations for the two-year board member’s term shall be limited to two (2). Candidates for the two-year term must be present at the meeting. If there is more than one candidate, voting shall be by secret ballot. If there are no nominations from the floor, the position shall remain unfilled until the next even numbered year’s annual meeting. Any board member elected to the two-year term position must be elected by a majority of the qualified members present at the business meeting. At each annual membership meeting in March there shall be elected by the qualified membership two (2) directors, each of whose term shall be for three (3) years. It is expressly provided and intended that a year is hereby determined as being the year between the regular annual meeting dates. At least three (3) weeks before the annual meeting a nominating committee of five (5) members, consisting of the two (2) directors whose terms will expire and three (3) regular members appointed by the president, shall select two (2) nominees for directors based on their character, interest in the chapter, availability to attend chapter and board meetings, and ability to guide and direct the purposes of the chapter. These two (2) names will appear in the notice of the annual meeting. In addition a total of two (2) nominations by regular members for directors will be accepted from the floor at the annual meeting providing the nominee is present to indicate acceptance of his nomination or the regular member nominating the candidate has in his possession an instrument in writing signed by the proposed nominee indicating his acceptance if nominated. When either one or two nominations are accepted from the floor, voting is to be by secret ballot. Directors shall be elected by majority vote. If one or two nominations are made from the floor, ballot voting shall be by the following procedure:

(1) Prior to any voting the Secretary shall issue to each qualified voting member either three or four, as the case may be, identifiable ballots. These shall be collected after each vote and counted by two persons selected from the Directors or Executive Officers by the presiding officer.

(2) The first nominee from the floor shall challenge by ballot each of the two nominating committee’s nominees. If no other floor nominees are involved, the two surviving nominees are the elected directors. However, if there is a second floor nominee, they shall challenge the remaining two nominees in turn and the two winners shall be the elected directors.

(3) Should a tie vote result in any of the balloting, the winner shall be determined by the toss of a coin by the President.

If the office of any director is vacant by reason of death, resignation, disqualification, or otherwise, their successor shall be elected by the Board of Directors at any regular or special meeting and such successor shall hold office until the next annual meeting of the membership. At this time the qualified membership will elect, by special procedure, a director to fill the un-expired term if any remains.

Section 2: The Board of Directors as constituted at any annual meeting of the membership, shall meet at the same place the annual meeting is held, and immediately thereafter, for the transaction of such business as may arise. The regular meetings of the directors shall be held at a time and at a place as the Board of Directors shall decide. The President on five (5) days notice to each director may call special meetings of the Board. If all directors waive notice of a special meeting such a meeting shall be valid. The President shall also call a special meeting of the Board when notified to do so by three (3) members of the Board of Directors.

Section 3: Not less than four (4) directors shall be present to constitute a quorum of the Board for the transaction of business. Any of the absent directors are entitled to vote by proxy appointed by an instrument in writing subscribed by such director. Any director or executive officer who shall be absent from three (3) consecutive meetings of the Board of Directors shall stand automatically removed unless such action is excused by formal resolution of the Board.

Section 4: The President shall preside at all meetings of the Board of Directors but shall only have a voting privilege when necessary to break a tie vote on any question before the Board. In the instance when the President is also a director they shall be privileged to one (1) extra vote to break a tie vote of the Board. In the absence of the President, the Vice President shall have the same voting privilege as the President.

Section 1: The executive officers of this chapter shall be: a president, a vice president, a secretary, and a treasurer. The executive officers shall be chosen and elected by the Board of Directors at a meeting held as soon as practical following the regular annual membership meeting and no later than the same week and day of the following month of the annual membership meeting. The executive officers shall serve until the week and day following the next annual membership meeting. No member of the Board of Directors shall by virtue of said office be disqualified from holding the office of president, vice president, secretary, or treasurer.

Section 2: If an executive office, other than President, becomes or is vacant by reason of death, disqualification or otherwise, a successor shall be elected by the Board of Directors to hold office for the un-expired term.

Section 3: The President shall be a chapter member in good standing. He or She shall be the chief executive officer of the chapter. He or She shall preside at all meetings of the membership and Board of Directors and shall have the general and active management of business and affairs of the chapter. With the Treasurer, the President may sign and execute in the name of the chapter all contracts, agreements, and other obligations of the chapter, subject to the approval of the Board of Directors. He or She shall have the general supervision and direction of all the other officers of the chapter, and shall see that their duties are properly performed. He or She shall submit a report of the operations of the chapter to the members at each annual meeting, and from time to time shall report to the directors all matters within their knowledge and which the interests of the chapter may require to be brought to their notice. He or She shall do and perform other such duties as from time to time may be assigned to them by the Board of Directors. One (1) person shall not hold the office of President for more than three (3) years in succession.

Section 4: The Vice President shall be a chapter member in good standing. They shall preside at any meeting of the members from which the President may be absent, and preside at meetings of the Board of Directors in the absence of the President. They may perform any of the duties of the President when directed to do so by the directors. In the event the office of President is vacant for any reason, the Vice President shall become President and serve as such for the un-expired term.

Section 5: The Treasurer shall have custody of all funds and securities of the chapter. With the President, they may sign and execute in the name of the chapter all contracts, agreements, and other obligations of the chapter, subject to the approval of the Board of Directors. When necessary or proper they shall endorse on behalf of the chapter for collection of, all checks, notes, drafts, and other obligations and shall deposit same to the credit of the chapter in such bank or banks as the directors may designate all warrants for the disbursement of funds of the chapter shall be signed by the President and countersigned by the Treasurer. They shall cause to be entered regularly in the books of the chapter to be kept for the purpose, full and accurate accounts of moneys received and paid on account of the chapter, and whenever required by the Board of Directors, shall render a statement of the cash account.

Section 6: The Treasurer shall, unless otherwise determined by the Board of Directors, caused to be executed and file with the President at the direction of the Board of Directors a bond in the amount to be determined by the directors and shall at all reasonable times exhibit the books, records and accounts to any director upon application, and shall perform generally all the duties appertaining to the office of Treasurer of the chapter subject to the control of the Board of Directors.

Section 7: The Secretary shall keep the minutes of all meetings of the Board of Directors and the membership. They shall keep an accurate and current record of all types of chapter memberships. They shall be the custodian of all records, paper, files and books of the chapter, other than those pertaining directly to the Treasurer. Except when necessary for the purpose of meetings shall not disclose to any person the names or addresses of members or the membership list without the approval of the Board of Directors. They shall attend to the giving and serving of all notices of the chapter.

Section 1: Until otherwise decided the chapter emblem shall be the Trout Unlimited patch design with “KIAP-TU-WISH Chapter” set below.

Section 1: Categories of membership in this chapter shall be REGULAR MEMBER, FAMILY MEMBERSHIP, and JUNIOR MEMBER.

REGULAR MEMBER - Any person of good reputation who is a Regular Member, Life Member, Optional Senior Member, Sponsoring Member, Century Member, or Benefactor Member of good standing in the parent organization of Trout Unlimited and is listed on the parent organization’s record as a member of this chapter shall have all rights of regular membership herein provided, including the right to one vote at membership meetings and elections. Business and Corporate Memberships shown on the parent organizations record as generated through this chapter shall have the right to one vote at membership meetings and elections.

FAMILY MEMBERSHIP - A Family Membership shall include the husband, the wife, and any children under 18 years of age. Any Family Membership or Life Family Membership listed on the parent organization’s record as being in good standing and a member of this chapter shall entitle the family to all privileges of one Regular Member, except that each adult shall have one vote at membership meetings and elections.

JUNIOR MEMBERSHIP - A Junior Member (under 18 years of age) meeting the requirements of a Regular Member shall be entitled to all the rights and privileges of a Regular Member except the right to vote at membership meetings and elections or to hold any office.

Section 2: The following causes shall be considered an automatic suspension for any type of membership in, or affiliation with the chapter:

(b) Conviction of a willful violation of any of the fish and game laws of any state of the United States.

(d) A member may be suspended from membership by the Board of Directors for any cause whatever, whenever the Board shall deem the member undesirable. Any conduct of a member which is, or is likely to be, or tends to operate or result injuriously to this chapter and its members shall be considered just cause for suspending such offending member. The action of the Board of Directors may be reviewed by the membership at the next regular membership meeting at which time the member shall be reinstated or expelled by a majority vote of the members.

Section 3: AFFILIATED ORGANIZATIONS - Local Wisconsin organizations that affiliate with the parent organization of Trout Unlimited may affiliate with this chapter of Trout Unlimited by approval of the chapter Board of Directors. The affiliated organization is entitled to one (1) vote in chapter membership meetings and elections. Any affiliated organization shall not be officially represented by more than three (3) persons at membership meetings, elections, and other chapter functions unless otherwise determined by the chapter Board of Directors.

Section 1: All moneys or other assets coming into or belonging to this chapter whether from dues, contributions, or otherwise, shall be used only for the purposes of promoting, developing and advancing the purposes for which Trout Unlimited is created, less necessary operating and other actual expense.

Section 2: No officer or director shall receive, be paid, or charge any salary. Expenses of executive officers and directors incident to activities on behalf of the chapter may be paid at the direction of the Board of Directors.

Section 3: All property, real, personal, and mixed, which the chapter shall ever receive, shall be used exclusively for educational and scientific purposes, including the conservation, preservation and increasing of the trout population and trout waters on the North American continent. No part of the net earnings of the chapter shall inure to the benefit of any individual; provided however that reasonable compensation may be paid to a member, or employee of the chapter for services actually rendered the chapter if previously agreed to by the Board of Directors.

Section 1: The by-laws of this chapter may be added to, amended, or repealed in whole or in part, at any special meeting by a vote of at least two-thirds (2/3) of the qualified members present.

Section 1: The Board of Directors may authorize the creation of an executive committee composed of the President, Vice-President, Secretary, and Treasurer and one or more members of the Board, to act with the authority of the Board of Directors between meetings of the Board of Directors.

Section 1: At all times when the organization as a whole or any part thereof, including meetings of the Board of Directors, or committees, is duly and formally convened for the purpose of deliberation and transaction of business THE ROBERTS RULES OF ORDER AND PROCEDURE shall govern the meetings, as the case may be, on all matters, relating to order and procedure not otherwise specified in this by-laws.