* Adopted March 1985
* Revised March 1992
* Revised November 1999
* Revised December 2004
* Revised November 2011
* Revised December 2012
* Revised November 2016

COLLEGIATE PEAKS CHAPTER TROUT UNLIMITED CHAPTER BYLAWS

Article I

Organization and Purposes

Section 1. The name of the organization shall be The Collegiate Peaks Chapter, Trout Unlimited, hereinafter referred to as the “Chapter”.

Section 2. The purpose of the Chapter shall be to conserve, protect and restore Coldwater fisheries and their watersheds. The Chapter shall operate as a non-profit, non-political and non-sectarian organization. The Chapter shall function exclusively for charitable, educational, and scientific purposes.

Section 3. The Chapter is a subsidiary organization of Trout Unlimited, Inc., a Michigan non-profit corporation and is under its authority. The Chapter shall carry out the aims and purposes of Trout Unlimited and all policies, objectives and activities pursued by the Chapter and its members shall be in conformity with the Bylaws and policies of Trout Unlimited. The Chapter’s use of the TU name, logo and Chapter affiliation with other organizations and businesses shall conform to TU policies.

Section 4. The Chapter and all members acting on its behalf shall not finance, promote or oppose the candidacy of any person seeking election to public office and shall not participate or intervene in any campaign on behalf of any candidate for public office.

Section 5. The Chapter shall not conduct or carry on any activities, including the expenditure of funds, not permitted to be conducted or carried on by a tax exempt organization under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

Article II

Membership

Section 1. Payment of annual dues to Trout Unlimited is the only requirement for membership in Trout Unlimited and the Chapter. The Chapter shall not assess any additional dues or fees and shall not establish classes of membership.

Section 2. Payment of annual dues to Trout Unlimited shall automatically make one a member of the Chapter, if the member resides in the Chapter’s geographical area. Any Trout Unlimited member in good standing from a different chapter’s geographic area may elect to become a member of the Chapter.

Section 3. The By-laws of Trout Unlimited shall govern the suspension or expulsion of chapter members.

Section 4. No Chapter or chapter officer, director or member may transfer, sell, barter, or lease to any person or entity the membership list or the names, addresses, contact information or other personal information of the members.

Article III

Officers and Duties

Section 1. The executive officers of this organization shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be voting members of the Chapter’s Board of Directors. The executive officers shall be elected by the membership at the Annual Membership Meeting. The Board of Directors may combine the Secretary and Treasurer into one officer position as appropriate. The Board may also decide on alternative leadership/management formats where officer duties specified below are alternated or changed to ensure completion. All officers must be members in good standing of Trout Unlimited. No person shall hold more than one (1) office at any time, except when the offices of Secretary and Treasurer are combined.

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

Section 3. The Vice President shall serve in the absence or inability of the President to act in the general administration of the Chapter.

Section 4 The Treasurer shall have custody of all funds and property of the Chapter. With the President, the Treasurer may sign and execute, in the name of the Chapter, all contracts, agreements and other obligations of the Chapter. When necessary or proper, the Treasurer shall endorse for c collection on behalf of the Chapter, all checks, notes, drafts and electronic credits and transfers and shall deposit same and all other revenues to the credit of the Chapter in such bank or banks as the Board of Directors designates. All checks for the disbursement of funds of the Chapter above $5,000 shall be signed by the President and counter-signed by the Treasurer. The Board of Directors may impose such alternate authority or limitations of authority to execute contracts, sign checks or use other forms of payment as the Board of Directors deems appropriate and may require that the Treasurer be bonded. The Treasurer shall also:

A. Keep full and accurate accounts of monies received and paid on account of the Chapter, give a financial report at each meeting of the Board of Directors, and whenever required by the Board of Directors, render a statement of the Chapter’s accounts and report to the membership.
B. Submit a complete Annual Financial Report (AFR) for the chapter to Trout Unlimited prior to the deadline set by Trout Unlimited. The AFR will be in compliance with the policies and requirements of Trout Unlimited and will contain a complete and accurate accounting of all revenues, expenses, volunteer hours by members of the Chapter and any additional items prescribed within the AFR form.
C. The Treasurer will also make all necessary filings with the Internal Revenue Service and state and local authorities.
D. Upon request, permit access to the Chapter’s books, records and accounts by any Chapter Officer, Director or designated representative of the State Council and/or Trout Unlimited.

Section 5. The Secretary shall keep the minutes of all meetings of the Board of Directors and the general membership and keep an accurate and current record of all Chapter memberships. The Secretary shall assist the Treasurer in preparing the AFR form. The Secretary shall send all required notices to members of the Chapter, as required by these bylaws or otherwise. Notice may be in writing or by electronic communication, including fax, electronic mail or by posting on the Chapter’s web-site. The Secretary shall also maintain the correspondence of the Chapter.

Section 6. The immediate Past President shall be an ex-officio member of the Board of Directors for the term of his or her successor and shall assist the President in the administration of the Chapter.

Article IV

Board of Directors

Section 1. The Board of Directors shall be responsible for the general supervision of the Chapter’s affairs.

Section 2. The Board of Directors shall consist of no fewer than six (6) members in addition to the officers listed in Article III above. Each director shall be elected to serve a three-year term, and, in order to provide for continuity, their terms are staggered so that no more than one-third of the Directors’ term expire in a given year. All Directors shall be current members in good standing of Trout Unlimited.

Section 3. The Board of Directors shall meet on a regular basis. Special Board Meetings may be called by the President or upon the request of at least four (4) members of the Board. A Special Board Meeting may be decided by either a face-to-face meeting, e-mail, text, or other technological means, provided that a quorum of Board members agrees to the method within 48 hours. Additional requirements for the conduct of Special Board Meetings will be specified in a Board procedures or guidelines policy statement.

Section 4. Five (5) members of the Board of Directors shall constitute a quorum and a majority vote of those present per Section 5 is required.

Section 5. Notice of any Special Board Meeting, including date, time, method or place, and agenda, must be given in writing or by e-mail at least 48 hours days in advance. Notification will include the general membership.

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

Section 7. Proxy voting at a Board of Directors meeting is permissible when said proxy is in writing or by e-mail, text, or other technological method, signed or originated by the Board member, and specifies the proxy’s purpose, i.e. approval of proposals, general business, etc. Proxies will be voted by the President or any Board member as specified by the proxy-giver.

Section 8. If a Director is unable to serve for any reason, or if a or Director is appointed by the Board to fill a vacant Officer position, the vacant Director position shall be filled by the Board for the remainder of the unexpired term by appointment and confirmed by election at the next regularly scheduled meeting of the Chapter members or at a Special Membership Meeting called for this purpose.

Article V

Election, Term, and Vacancy

Section 1. The Executive Officers shall be elected by a vote of the membership at the Annual Meeting of the Chapter for one-year terms (defined as until the next Annual Membership Meeting), and each shall be eligible for only one (1) successive term. Directors shall be similarly elected, for three-year terms, and each shall be eligible for only one (1) successive three-year term. Newly elected Officers and Directors will assume their positions immediately after said election.

Section 2. The Board of directors may, with a two-thirds majority vote, approve additional one-year terms for any Executive Officer, or three-year term for any Director, whose eligibility, as defined in Section 1 has expired.

Section 3. All Officers and Directors shall maintain a current Trout Unlimited membership and be assigned to the Collegiate Peaks Anglers Chapter.

Section 4. In the event of a vacancy in the membership of the Board, the Board of Directors may appoint an individual to serve until the next election.

Section 5. A majority vote of those Chapter members in good standing present (including proxy votes) at the Annual Meeting will be sufficient to elect all officers and directors.

Section 6. A Nominating Committee shall be established at least two months prior to each annual election to assemble a slate of candidates for each elected office and Director. The Nominating Committee shall be composed of the President, Past President, and at least one Director or member at large. Said slate of candidates shall be sent to all members with the notice of the Annual Meeting by the Board of Directors. In the event of multiple candidates for any position, the notice may include recommendations, as appropriate, by the Board. Nominations will not be taken from the floor during the Annual Meeting unless such nomination would be to fill a position for which no candidates are proposed by the Nominating Committee.

Section 7. Committee chairpersons and the Newsletter Editor shall be appointed annually by the President as shown in Article III. Concurrent with the Annual Elections a recommendation concerning the foregoing will be made by the outgoing Board of Directors to the incoming Board for approval. The Board will endeavor to ensure Committee Chairpersons and Newsletter Editor Candidates are rotated through the chapter membership.

Article VI

Membership Meetings

Section 1. The Chapter shall hold regular meetings at a date, time and place chosen by the Board of Directors.

Section 2. Special Membership 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 3. The Annual Meeting of the Chapter shall be held in the fall of each year, on a date set by the Board of Directors, for the purpose of electing officers and Directors.

Section 4. Notice of the Annual Meeting must be sent to each member at least thirty (30) days in advance. Said notice will normally be included in the Chapter newsletter and must include the date, time, place and agenda of the Annual Meeting and should include the slate of Officer and Director Candidates as available.

Section 5. Notice of the date, time, and agenda of all Special Membership Meetings must be sent to all members at least 48 hours in advance.

Section 6. At the Annual Meeting, monthly, or any Special Membership Meetings, eight (8%) of the Chapter’s membership shall constitute a quorum. A majority vote of those present (or voting) is controlling. Proxy voting is permissible and counts towards the quorum when said proxy is in writing or by e-mail, signed or originated by the member, and specifies the proxy’s purpose, i.e. election of officers, general business, etc. Proxies will be voted by the President or any member present and designated by the proxy-giver.

Article VII

Fiscal Year

Section 1. The Chapter’s fiscal year shall be the same as that of Trout Unlimited. (October 1 through September 30)

Article VIII

Amendment of the By-Laws

Section 1. The By-Laws may be amended at the Annual Meeting, upon inclusion in the Notice of the Annual Meeting, by a two-thirds majority vote of those present (including proxy votes) provided those present constitute a quorum.

Section 2. Any amendment to these bylaws shall be consistent with the bylaws of Trout Unlimited.

Article IX

By-Law Provisions

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

Article X

Assets

Section 1. No part of the income, earnings or assets of the Chapter shall inure to the benefit of, or be distributed 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 in effecting one or more of its purposes. Chapter members, officers and directors may be reimbursed for expenses incurred for or on behalf of the Chapter.

Section 2. All Chapter expenditures shall be broadly consistent with the mission of Trout Unlimited.

Section 3. The Chapter may not acquire or hold any new interest in real property, including easements, except with prior written approval from Trout Unlimited.

Section 4 Upon dissolution of the chapter or the chapter becoming inactive all of its assets shall be paid over or transferred to the State Council or, if none exists, to Trout Unlimited.

Article XI

Chapter Emblem

Section 1. Until otherwise decided, the Chapter emblem shall be the Trout Unlimited logo design together with the name of the Chapter as shown:

Article XII

Rules of Order

Section 1. At all times when the organization as a whole or any part thereof, including meetings of the Board of Directors, the Executive Board, or committees, is duly and formally convened for the purpose of deliberation and transaction of business Robert’s Rules of Order, Newly Revised shall govern the meetings, as the case may be, on all matters relating to order and procedure, including nominations and elections.

Article XIII

Perpetuity

Section 1. The Chapter shall exist in perpetuity or until dissolved or de-chartered. These By-Laws have been officially amended by the membership of the Collegiate Peaks Anglers Chapter of Trout Unlimited on this __14th_______ day of November, 2015.

Keith Krebs, Chapter President