St. Joseph River Valley Fly Fishers Club, Inc.


Constitution and By-laws - Reorganized in 1991 - Not for profit

Article One

This organization shall be known as the St. Joseph River Valley Fly Fishers Club, Inc. and shall be affiliated with the Federation of Fly Fishers.

Article Two

This organization, to be known as the St. Joseph River Valley Fly Fishers Club, Inc. is brought into being by recognition that fly fishing, as a way of angling, gives to its practitioners the finest form of outdoor recreation and personal satisfaction.

The need for the angler, to understand the environment and act in accordance with its nature and rules is of paramount importance to the survival of our fisheries. No longer can creel limits be the measure of our success, for many species are becoming too rare to only be caught once.

The purpose of this club shall be:

Section 1.

To be established as a non-profit domestic corporation to be organized exclusively for educational and conservation purposes within the meaning of Section 50l (c) (3) of the Internal Revenue Code, 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 2.

The St. Joseph River Valley Fly Fishers Club will pursue the following objectives in its effort to secure quality fishing for all sports fishermen.

We will:

  • 1.Cultivate and advance the craft and science of fly fishing as the most sportsmanlike form of angling for all species of fish.
  • 2.Promote the conservation, restoration and access to rivers,lakes and streams of the Michiana area.
  • 3.Work with local landowners to secure maximum use and availability of natural cold and warm water resources.
  • 4.Work with local, state and federal governments to restore quality angling to the Michiana area.
  • 5.Work to restore the St. Joseph River and its tributaries as a quality fishery.
  • 6.Teach the various crafts and sciences associated with fly fishing to all members and others who seek our assistance.
  • 7.Pursue a public education program that will broaden the understanding of the delicate balances that shape our fresh water environment.

    • Article Three

    Section 1.

    The officers of the Club shall consist of president, vice president, secretary and treasurer. The board of directors shall consist of all the above and three directors. No one shall be eligible for any office unless he is a dues paying member in good standing.

    Section 2.

    Elective officers shall be president, vice-president, secretary, treasurer and three directors to be elected according to the rules of Article Three Section 4.

    Section 3.

    The term of office of president, vice-president, secretary and treasurer shall be one year beginning on January 1st of each year. The president may not serve more than two successive terms. The number of terms which may be served by all other officers is unlimited. In the event of a vacancy arising in any office, the board of directors shall have the power to fill the vacancy until the next annual election.

    Section 4.

    Duties of Officers a Directors

    President - Presides at meetings of club and board of directors and has general charge of club affairs.

    Vice-President - In charge of programs for meetings and serves as president in that person’s absence.

    Secretary -The secretary shall prepare and maintain full and complete records of the meetings of the members and of the board of directors. He or she shall give or cause to be given, in the manner prescribed in the Bylaws, due notice of all meetings of the members and of all elections and shall perform such other duties as prescribed by the board of directors. The president or, at the president's request, the secretary shall prepare and submit an agenda to all members of the board at each board meeting.

    Copies of the organization papers of this organization, its Bylaws, and all amendments thereto, results of nominating and elections, minutes of all meetings of the members, and of the board of directors shall be contained in the minute books of the organization, together with any other papers of important historical value. The minutes of all meetings shall be signed by their presiding officer and by the secretary or other person attending to their recording. The afore mentioned minute books shall be maintained by the Secretary who shall at the end of his or her tenure pass the minute books on to the incoming Secretary.

    Treasurer -The treasurer prepares the annual budget for approval of the board of directors. Collects dues and administers all financial affairs of the Club. Disburses funds at the direction of the Board of Directors. Based on receipt of annual dues, maintains official membership and mailing lists.

    Additionally the Treasurer shall:

  • (a) Have custody of all funds, securities and valuable financial papers of this organization;
  • (b) Provide and maintain a full and complete record of the accounts of this organization in books belonging to this organization, it assets, liabilities, and its financial condition, and shall see that all expenditures are duly and properly authorized;
  • (c) Prepare and submit to the board of directors, as the board may direct, a statement of the financial condition of the organization, in such form and detail as the board may require, and shall also present a summary of such statement at the next meeting of the membership if directed to do so by the board of directors;
  • (d) The full and complete records of this organization shall be submitted for audit, by a Certified Public Accountant, at the end of any treasurer’s tenure but no less than every three years.
  • (e) The treasurer shall pass said full and complete records of this organization, after external audit, to the incoming treasurer at the end of his or her term of office.

    • Directors - Serve as advisors and may chair standing committees. Three directors are elected, one each year to serve a three year term. The Board of Directors shall include, in addition to its elected directors, the non-voting position of Advisory Director, whose function is to provide continuity and guidance from administration to administration. This directorship shall be filled by the most recent ex-president. Should the most recent ex-president not be willing or able to serve, the board-appointed nominating committee shall nominate some other regular member, preferably one who has recently served as an officer or director. The Advisory Director's term shall be for one year. In the event that the current President is re-elected for a second consecutive term the Advisory Director position shall be vacant during this second term.

    Section 5.

    All Club expenses will be approved by the Board. Budgeted expenses are approved on an annual basis. The treasurer may disperse funds within the guidelines of the Annual Budget. Non-budgeted expenses will be approved by Board vote as anticipated or as they occur. The Treasurer may pay expenses greater than $100.00, but less than $300.00, provided that a second board member signature is obtained no later than the next board meeting after the expense. Expenses over $300.00 require the signature of two board members prior to issuance of the check. All expenses will be documented by one of the following methods: receipt or invoice attached to expense voucher.

    Article Four

    Section 1. Nomination of candidates:

    The director who serves as the chairperson of the nominating committee (standing) will present a slate of candidates to the general membership of the club at the November meeting. The slate should include no more than one name for each elective office. Other names may be placed in nomination from the floor at the November meeting. The election shall be held immediately after nominations are closed at the November meeting. Only members in good standing shall have the privilege of voting. The Chairperson of the nominating committee shall be responsible for counting the votes. The election shall be by secret ballot.

    In the event that the secret ballot election results in a tie, another secret ballot will be taken immediately. If the second secret ballot results in a tie, each candidate’s name will be placed in a hat and a non-member of the club will pull one name from the hat. The name pulled will be the winner of the open position on the board. At least two members of the nominating committee shall verify the name. If two members of the nominating committee are not present, then two board members shall verify the name. If a non-member of the club is not present to pull a name from the hat, then a member of the board shall pull the name.

    Article Five

    Qualification of Members and Standing Rules

    Section 1.

    Any person who is interested in fly fishing shall be eligible for membership.

    Section 2.

    All applications for membership shall be on a regulation application blank signed by the applicant and presented to the membership chairperson. The board of directors shall have the power to reject from membership any applicant for cause and also the power to drop from membership any member for cause: that is for activities or conduct detrimental or opposed to the principles of the club.

    Section 3.

    The dues of the club shall be $20.00 annually, payable in advance. Dues are payable January 1 of each year and shall be considered delinquent the following March 1. The amount of dues may be changed by a two-thirds majority vote of the Board of Directors. Individuals under the age of 18 shall be sponsored and accompanied by a member in good standing at all club functions.

    Section 4.

    Ten members in good standing shall constitute a quorum for the transaction of business.

    Section 5.

    Two-thirds majority vote of members present shall be necessary to amend or add to the by-laws of the club; provided that a notice has been given at the preceding business meeting of the club and all members have been notified by mail.

    Section 6.

    Roberts Rules of Order shall govern all business proceedings of the club.

    Article Six

    Section 1.

    Club meetings shall be held the third Wednesday of each month unless prior notice of change has been given to the general membership.

    Article Seven

    Standing Committees

    Section 1.

    The following standing committees shall function within the club and report to the board of directors on a regular basis or at regularly scheduled board of directors meetings. Chairpersons and members of the standing committees shall be chosen from the ranks of the membership by the president and shall be approved by the board. The President or his designee will reconfirm Chairpersons annually, concurrent with the Nomination Committees presentation of the slate of officers to the board.

    Section 2. Membership -

    The membership committee shall develop and propose strategies for membership retention, new memberships, membership classifications and other matters that are important to the growth and development of the membership.

    Section 3. Conservation -

    The conservation committee shall be responsible for developing strategies and programs for conservation of resources: warn & cold water species of fish, stream improvement projects, cooperative projects with other clubs and government agencies and to develop insofar as possible a long range conservation program for the club.

    Section 4. Nominating -

    The nominating committee shall provide the membership with a slate of candidates for officers each year at the times specified in other parts of these by-laws.

    Section 5. Programs -

    The food committee is to provide advice, counsel and acquisition assistance for the menus and food at meetings and outings as needed.

    Section 6. Activities -

    The activities committee shall plan and promote activities such as the annual picnic, fly tying classes, show booths that normally occur in the club's calendar year and any other event of special interest to the membership.

    Section 7. Ghillie -

    Acts as sergeant-at-arms, has custody of club equipment, collects fines imposed on members and is responsible for fund raising events of the Club.

    Article Eight

    Finances

    Section 1.

    The Board of Directors shall approve an annual budget showing the anticipated income and expenditures of the Club for approval, by the membership, at the first regular meeting of the fiscal year. Unless otherwise directed by a meeting of the Club, the Board shall not adopt any budget the aggregate of which in any fiscal year will exceed the estimated income of such year.

    Section 2.

    No member, officer, or representative of the Club shall have authority to contract any obligation for the Club, or to expend any money of the Club, unless the contract or commitment has been authorized by the Board or by a specific resolution at a regular meeting of the Club, and unless the Board has made an appropriation of funds for the purpose. Major expenditures not authorized in the budget must be approved by the membership at a meeting of the Club.

    Section 3.

    No part of the net earnings of the Club shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the Club 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 Two.

    Section 4.

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

    Article Nine

    General Provisions

    Section 1.

    No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club 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 2.

    Notwithstanding any other provisions of these articles, the Club shall not carry on any other activities not permitted to be carried on by: (a) a corporation 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) a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

    Article Ten

    Distribution of Assets Upon Dissolution

    Section 1.

    Upon the dissolution of the Club, its 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 tax code, subject only to any order of a Court of competent jurisdiction.

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