Walleyes Unlimited of Montana's By Laws

ARTICLES OF CORPORATION

OF

WALLEYES UNLIMITED OF MONTANA

ARTICLE I.

OFFICAL NAME

The name of this nonprofit corporation shall be WALLEYES UNLIMITED OF MONTANA

ARTICLE II.

ORGANIZATION AND OBJECTS

The objects of WALLEYES UNLIMITED OF MONTANA shall be as follows:

1. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes or to foster national or international sports competition under section 501 (c) (3) of the Internal Revenue code.

2. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

3. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

4. Improve and conserve walleye and other warm water fish in suitable bodies of water:

5. Organize and educate fisherman to promote walleye and warm water fishing:

6. Develop and maintain forage fish programs in suitable bodies of water:

7. Support the building of a suitable warm water fish hatchery and develop a hatchery program which can accommodate the needs of warm water fishing:

8. Support any worthwhile fishing, hunting, wildlife or recreational program organized for pleasure, or other non-profitable purpose:

9. Dedicate its members by social and educational means to the conservation and propagation of warm water fish; to support true sportsmanship in a lawful and legal manner among those who fish; to promote and encourage good fellowship among sportsmen; to encourage support of fish and game laws; to work for the respect and knowledge of the just rights of property owners’ and to work for, support and encourage a close, friendly relationship between property owners and sportsmen:

10. Dedicated to introducing youths to fishing; educate them to become ethical and responsible sportsmen that respect and conserve fish and wildlife, respect and preserve our public lands and public access and abide by fish and game laws and acknowledge the just rights of property owners.

ARTICLE III.

MEMBERSHIP

1. Membership to Walleyes Unlimited of Montana shall be open to all persons regardless of sex, religion or ethnic background.

2. A member in good standing must have their annual dues paid.

3. Membership status may be revoked for nonpayment of dues, or after notice and opportunity for hearing, the Board of Directors may revoke a membership of any individual member for behavior inconsistent with the goals and purposes to be accomplished by the corporation or which may be damaging to the membership and the purposes of Walleyes Unlimited of Montana.

4. Each member in good standing and age 18 or older shall be entitled to one (1) vote in the affairs of the corporation.

5. Membership in this association may be terminated by voluntarily withdrawing or by non­payment of the annual dues.

6. The classes of membership and annual dues shall be set annually by the board.

ARTICLE IV.

MEETINGS OF MEMBERS

1.      Annual Meeting. An annual meeting of the members of Walleyes Unlimited of Montana shall be held by each local chapter for the purposes of hearing reports of all the officers and standing committees and the election of local chapter officers and directors.

2.      Regular Meetings. In addition to the annual meetings, regular meetings of the local chapter shall be held at such times and places as may be determined by the local chapter Board of Directors, provided however, that there shall be one (1) regular meeting per year of each local chapter of Walleyes Unlimited of Montana.

3.      Special Meetings. A special meeting of the membership of any local chapter may be called by the president of the local chapter, or a special meeting may be called within ten (10) days by the president or the local chapter Board of Directors.

4.      Quorum. Five percent (5%) of the members and Fifty One percent (5 1 %) of the officers and directors of any local chapter must be present at any meeting to constitute a quorum. A majority of those present at the meeting are empowered to conduct business on behalf of the local chapter. In absence of a quorum, a majority of the members present may adjourn the meeting from time to time without further notice.

5.      Proxies. At any meeting of the membership of a local chapter, a member entitled to vote may vote by proxy executed in writing by the member.

6.      Voting by Mail. Whenever directors or officers are to be elected by the membership of the local chapters or the voting on all State Officers, said election may be held by mail in accordance with and in such manner as the Board of Directors of the State Chapter shall determine.

ARTICLE V.

ORGANIZATION ‑ LOCAL CHAPTERS

1. Local Chapters. A local chapter of Walleyes Unlimited of Montana shall be recognized when it constitutes twenty‑five (25) members or more, and a majority of the members elect the following officers: president, vice president, secretary, treasurer and state director. No two offices may be held by the same person with the exception of the offices of secretary and treasurer and the offices of president and state director. The local chapter state director shall also be recognized as an officer of the local chapter. All business of the local chapter shall be conducted by the local chapter officers. Any officer of the local chapter may attend the State Directors meeting and, in absence of the state director, shall be entitled to vote and represent the local chapter at all State Directors meetings.

2. All officers and directors of local chapters shall be members in good standing of Walleyes Unlimited of Montana.

3. Duties of the local chapter officers.

a.      President. The president shall preside at all meetings of the local chapter and of the Board of Directors of the local chapter at which he is present, shall exercise general supervision of the affairs and activities of the local chapter and shall serve as a member ex officio of all standing committees.

b.     Vice President. The vice president shall assume the duties of the president during his absence.

c.      Secretary. The secretary shall keep the minutes of all meetings of the local chapter and the Board of Directors which shall be an accurate and official record of all business transacted. The secretary shall be the custodian of all chapter records.

d.     Treasurer. The treasurer shall receive all chapter funds; keep them in a bank approved by the Board of Directors and pay out funds only on notice signed by him and by one other officer. The treasurer shall remit all funds received from memberships to the state treasurer and shall actively account for all receipts and deposits of the chapter.

5.       Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by any member of the Board of Directors for the un-expired portion of the term. All chapter terms shall be one (1) year to be elected at the annual meeting.

6.       Dissolution of a Chapter. Dissolution of a chapter requires that the majority (51%) of its members in good standing vote to dissolve it. Voting shall be by paper ballot that is mailed via the U.S. Postal Service. Non-returned ballots constitute a NO vote.

ARTICLE VI.

STATE BOARD OF DIRECTORS

Walleyes Unlimited of Montana shall be governed by a Board of Directors and officers. Said Board of Directors and officers shall be designated as State Directors and State Officers. The number of persons on the Board of Directors shall be determined by the number of chapters. Each chapter shall be empowered to have one (1) director on the State Board of Directors.

1. State Board of Directors. The Board of Directors shall constitute the State Officers and the State Directors elected by each local chapter. The initial number shall be nineteen (19) unless amended as hereinafter provided.

2. Each director shall be a member in good standing of Walleyes Unlimited of Montana.

3. All directors shall enter upon their official duties as of the annual meeting and shall serve for a term of two (2) years or until their successors shall be duly elected and qualified.

4.      Powers. The affairs of the corporation shall be managed by the Board of Directors, and they shall determine the policies and activities of the corporation, discipline members, approve the budget, approve all bills, take counsel with committees and have general management of the corporation. The State Board of Directors shall meet annually in January of each year or at such time as determined at the previous Board of Directors annual meeting and shall have regular meetings at the call of the president or by the call of a majority of the Board of Directors. Forty percent (40%) of the officers and directors shall constitute a quorum. The officers of the corporation shall be members of the Board of Directors and shall be considered for purposes of constituting a quorum.

5.      Vacancies. A vacancy occurring in the State Board of Directors shall be filled by the local chapter. Said director elected by the local chapter to fill the vacant office shall serve for the un-expired term of his predecessor.

6.      Proxies. Any member of the Board of Directors can give a written proxy on any issue to regularly come before the Board of Directors. Such proxies shall be received before the beginning of any meeting of the Board.

7.      The past president of the Board of Directors shall serve as an ex-officio member of the Board of Directors and shall be entitled to all privileges and immunities of the directors and entitled to vote on all matters.

ARTICLE V11.

STATE OFFICERS

The officers of the corporation shall be president, vice president, secretary, treasurer and five (5) Regional Directors.

1.      Qualification and Method of Election. The officers shall be members of the corporation and shall be elected by the Board of Directors at the annual meeting by simple majority of votes cast. The officers shall serve for a term of two (2) years beginning at the annual meeting or until their successors are elected and qualified. All officers of the corporation shall be members of the Board of Directors and entitled to a vote at said meeting. The vice president (president‑elect) shall be selected with the understanding that he shall be elected president the following term.

2.      Duties of State Officers.

a.      President. The president of the corporation shall preside at all meetings of the total membership and at meetings of the State Board of Directors. The president shall have the general supervisory powers of Walleyes Unlimited of Montana, and shall exercise said supervision of all the affairs and activities of the corporation, and also serve as a member ex‑officio of all standing committees of Walleyes Unlimited of Montana.

b.     Vice President. The vice president shall assume the duties of the president during his absence and shall have such powers and duties as are designated by the president.

c.      Secretary. The secretary shall record and transcribe all minutes of state meetings, record and file the minutes sent by local chapter secretaries and shall be responsible for all correspondence. The secretary shall also be the custodian of all corporate records.

d.      Treasurer. The treasurer shall receive all corporate funds; keep them in a bank approved by the Board of Directors and pay out funds only on notice signed by him.

e.      Regional Directors.

1.      Nomination of Regional Directors. The chapters of Walleyes Unlimited shall be divided into five regions, to be determined by the Board of Directors and each region shall have a regional director. Nominations for regional directors shall be selected by the chapters within their region. These directors shall be voted on and elected at the state meeting by the Board of Directors. The regional directors shall serve for two years. Elections shall be staggered with regions 1, 3 and 5 electing in the odd years and regions 2 and 4 electing in the even years.

2.      Responsibilities of the Regional Directors. Shall be to collect monthly reports from designated chapter reporters and forward to the executive director, to meet with each chapter's Executive Board at least once a year for the purpose of clarification of report information, and assist the executive director as required in the duties of new chapter development, and membership retention. They shall work with the managing editor of Fish Tales magazine in the development of advertising accounts from the local chapters within their region.

3.      Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by any member of the Board of Directors as appointed by the Board of Directors for the un-expired portion of the term.

4.      Nomination of State Officers. The nomination committee of the corporation shall nominate State Officers prior to the annual meeting. Said nominations shall then be forwarded to the Board of Directors by the executive director at least thirty (30) days before the annual meeting for the election of State Officers.

ARTICLE V111.

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

ARTICLE IX.

AMENDMENTS TO BYLAWS

Any amendments to the bylaws of Walleyes Unlimited of Montana must be presented at least sixty (60) days prior to a meeting of the State Board of Directors. Said amendments must be passed by two thirds (2/3) majority of all State Directors to be effective.

ARTICLE X.

RECOGNITION OF LOCAL CHAPTERS

AND AMENDING NUMBER OF DIRECTORS

The number of directors on the State Board of Directors shall, from time‑to‑time, be amended so as to directly coincide with the recognition of local chapters. Every local chapter having twenty-five (25) or more members in good standing shall be recognized by the Board of Directors. Said recognition must be made by motion of the Board. In the event a local chapter shall voluntarily dissolve or have less than five (5) active members, the Board of Directors may dissolve that chapter, thereby reducing the number of directors on the Board of Directors. Upon the dissolution of any local chapter, all funds held in the chapter treasury shall be transferred to the state treasury.

ARTICLE XI.

DESIGNATION OF DEPOSITORY AND ACCOUNTING PROCEDURES

1. The Board of Directors shall have the power to select one or more banks chartered in the State of Montana to act as depository of funds of the corporation and to determine the manner of receiving, depositing, and disbursing the funds of the corporation. The Board of Directors shall further have the power to determine the form of checks to be used in disbursing such funds and to determine and designate the person or persons by whom the checks shall be signed and to change such depositories, the person or persons authorized to sign said checks and the form of such checks at will.

2. Each chapter must issue a check to the state treasurer equaling any net profit from an event, be it their tournament, banquet, or any other qualifying fund raiser, including information describing the event, within 60 days following the event and before October 1^st of each year. The treasurer will issue a matching amount check back to the chapter.

ARTICLE X11.

INDEMNIFICATION OF OFFICERS AND EMPLOYEES

Each person who is or has been a Director or Officer of either the state or the local chapter of this association, and each employee of the association acting in a managerial capacity, shall be indemnified by the association against expenses, including attorney's fees necessarily incurred by such person in connection with the defense or settlement of any action, suit or proceeding to which he is a party, along or together with others, by reason of his being or having been a director, officer or an employee acting in a managerial capacity of this association.

Each such person shall also be reimbursed by the association for any amounts paid by such person in satisfaction of any judgment or settlement in connection with any such action, suit or proceeding, unless the amount of such judgment or settlement is payable to the association itself or unless such person shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of his duties to this association.

The foregoing right of indemnification shall be in addition to any other rights to which such person may be entitled as a matter of law.

ARTICLE XIII.

EXECUTIVE COMMITTEE

1.      The following officers shall be appointed to the Executive Committee to serve as the Executive Committee of the Board of Directors for each year, including the president, vice president, secretary, treasurer, regional directors, and additional persons designated by the president and approved by the Board of Directors, and the executive director.

2.      Powers of the Executive Committee. The Executive Committee shall have all the powers of the Board of Directors except those specifically reserved to the Board to itself by a resolution of the Board.

3.      Meetings of the Executive Committee. The Executive Committee shall meet as required by the president or the executive director. The Committee shall report to the Board of Directors three (3) times a year or as deemed appropriate.

4.      Quorum. Four (4) members of the Executive Committee shall constitute a quorum for the transaction of all business. A majority of those present whether constituting a quorum or not, may adjourn any meeting to meet at a later date.

5.      Notice. A written or verbal notice given at any time prior to the date of the meeting shall constitute adequate notice of a committee meeting.

ARTICLE XIV.

EXECUTIVE DIRECTOR

1.      The Board of Directors may appoint an Executive Director. The position of executive director will serve at the pleasure of the Board of Directors and may be dismissed by a majority vote of the Board. Duties and monthly salary for the position of executive director will be established by the Board of Directors at the annual meeting. An annual employee performance review will be conducted by the Board at the fall meeting.

2.      Duties of Executive Director.

a.      The executive director shall be responsible for the day‑to‑day management and direction of the corporation's business and shall perform such duties as are customarily performed by a general manager. He shall also render such other unrelated services and duties as may be assigned to him from time‑to‑time by the president. His duties shall include, but are not limited to, new chapter development, new membership development, membership retention, project supervision, developing programs of interest for local chapters, preparing the proposed annual budget for the corporation Board of Directors, to speak on behalf of the corporation and represent the Board as required. He shall also distribute a monthly report of his activities to the Board of Directors.

ARTICLE XV.

MANAGING EDITOR – FISH TALES

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1.      The Board of Directors may appoint a Managing Editor for Fish Tales Magazine. The position of managing editor will serve at the pleasure of the Board of Directors and may be dismissed by a majority vote of the Board. Duties and monthly salary for the position of managing editor will be established by the Board of Directors at the annual meeting. An annual employee performance review will be conducted by the Board at the fall meeting.

2.      Duties of Managing Editor – Fish Tales.

a.      The Fish Tales managing editor shall be responsible for the day‑to‑day management and direction of the Fish Tales magazine and shall perform such duties as are customarily performed by a managing editor. He shall also render such other unrelated services and duties as may be assigned to him from time‑to‑time by the president. His duties shall include, but are not limited to, managing editor of Fish Tales Magazine, quarterly publication of Fish Tales magazine, accounting and collection of all Fish Tales advertising accounts. He shall also prepare and submit to the Board of Directors a quarterly report summarizing the financial condition of Fish Tales magazine. He shall work with Regional Directors in the gathering of material and information from the local chapters.

ARTICLE XVI.

BOARD ADVISORS

The following positions shall be designated to serve as Board Advisors to the Executive Committee. Additional positions can be designated by the president and approved by the Board of Directors and the executive director. The responsibility of these positions is to maintain communications with the Executive Committee and to keep them advised of developments of the projects that they have been elected or volunteered to oversee. These positions do not have voting rights.

1.      Montana Walleyes Unlimited Circuit Director.

a.      This position is responsible for overseeing and coordinating all fishing tournament events that are sanctioned by the State Board of Directors.