Peninsula Fly Fishers
  

May 26, 1993

Amended June 17, 2015

BYLAWS OF THE PENINSULA FLY FISHERS, INC.

ARTICLE I. Name and Principle Place of Business

SECTION 1

The name of this corporation is: THE PENINSULA FLY FISHERS, INC.

(a) The seal of the corporation shall be impressed hereon:

SECTION 2

The principal place of business is fixed and located at

P.O. Box 207, Belmont, CA 94002-0207 .

The Board of Directors is granted full authority to change the principal place of business from one location to another in

San Mateo County, California . Any change shall be noted and dated by the Secretary below this Article, and shall not be considered an amendment of these Bylaws.

SECTION 3

The purposes for which this corporation is formed are:

(a) The specific and primary purposes are to encourage and promote angling with artificial flies (fly fishing) for the pleasure and recreation of its members.

(b) The general purposes and powers are to encourage and promote the conservation, preservation, and enhancement of the populations and habitats of anadromous fish, wild trout, and warm and salt water fishes so that these resources will continue to be available for the pleasure and recreation of its members; and to do all things necessary to accomplish the purposes hereinabove set forth to the extent permitted to corporations pursuant to the general non-profit corporation law of the State of California.

SECTION 4

The Corporation is organized pursuant to the general non-profit corporation law of the State of

California .

ARTICLE II. Membership, Dues and Code of Conduct 

SECTION 1

Membership shall be limited to persons who are interested in the purposes of this corporation, with no other qualifications except payment of an initiation fee and annual dues.

SECTION 2

Application for membership shall be made in writing on forms prescribed and furnished by this corporation and shall be accompanied by the prescribed initiation fee and annual dues.

SECTION 3

Eligible applicants shall be admitted to membership upon payment of the initiation fee and the annual dues. Each member as evidenced by his or her application for and admission to this corporation agrees to abide by all the terms and conditions set forth in these Bylaws and the regulations and limitations promulgated by its duly elected officers and directors.

SECTION 4

Applicants becoming members on a date after the beginning of the annual period shall pay the full initiation fee, but only that portion of the annual dues as is determined by multiplying the number of months remaining in the annual period, divided by12, times the annual dues.

(a) The annual period shall begin on July 1st of each year and end on midnight June 30th of the following year.

(b) An applicant becoming a member at any time after the 1st day of any month, shall be considered as being a member on the first day of said month for the purposes of determining the portion of the annual dues he/she shall pay.

SECTION 5

Memberships shall be renewed by the payment of annual dues.

SECTION 6

All dues for the renewal of memberships shall be due on or before June 30th of the year preceding the renewal year.

Notice that annual dues are due and payable shall be mailed to each member via the bulletin or by email at least thirty days prior to the above date.

SECTION 7

Memberships not renewed on or before July 31st of the renewal year shall be considered expired. Such members shall be dropped from the membership roster and all privileges, rights, or interests in Peninsula Fly Fishers shall immediately terminate. Said members shall immediately return all club property to a current officer.

SECTION 8

Terminated members shall be considered new members for purposes of reinstatement and may be reinstated at any time by a payment of the initiation fee and annual dues consistent with the formula set forth in this article (Article II, Section 4).

SECTION 9

Any member may withdraw from membership at any time by filing written notice with the Board of Directors and surrendering any current membership card and any club property he/she may hold. No refund of any portion of the initiation fee or annual dues shall be made to any member withdrawing from membership.

SECTION 10

The Board of Directors shall fix the initiation fee and the annual dues for regular members and junior members from time to time as they deem necessary.

SECTION 11

Classes of Membership:

(a) Regular Members: Persons seventeen years of age or over who have paid the initiation fee and annual dues shall be regular members and shall have full rights and privileges of this corporation with one voting right each.

(b) Junior Members: Persons who are not yet seventeen years of age who have paid the initiation fee and annual dues and, with parental or guardian written permission, shall be junior members and may participate in any and all functions and activities of the corporation, but with no voting right to receive assets of this corporation upon dissolution.

(1) Junior members in good standing at age seventeen shall automatically become regular members on their anniversary date without payment of initiation fee, but with payment of regular membership dues.

(c) Honorary Members: Persons whose actions are consistent with the aims and purposes of the corporation and who are deemed by the board of directors to be worthy of such distinction may receive an honorary membership. Honorary members may participate in any and all functions and activities of the corporation, without payment of dues, but with no voting rights, nor right to receive assets of the corporation upon its dissolution.

(1) Honorary members shall be selected by the outgoing board of directors in accordance with Article IV, Section 3, at the last board meeting of the year. Said board of directors shall at the same time review all existing honorary memberships and shall either renew or terminate them.

(2) Honorary memberships shall be for the annual period immediately following the date of selection by the outgoing board of directors.

(d) Lifetime Members: Persons whose actions are consistent with the aims and purposes of the corporation and who are deemed by the board of directors to be worthy of such distinction may receive a lifetime membership in this corporation. Lifetime members may participate in any and all functions and activities of the corporation, without payment of dues, and shall have no right to receive assets of this corporation under its dissolution, but shall have one voting right each.

(1) Lifetime members shall be selected by the board of directors in accordance with Article IV, Section 3, and presented to the membership for confirmation on or before the last general membership meeting of the year.

(2) The term of lifetime membership is so stated: for the lifetime of the person or persons so designated.

(3) A method of accounting for honorary and lifetime membership shall be established by the board of directors.


SECTION 12

Code of Conduct:

All club members and guests are to follow high standards of sportsmanship, courtesy and conservation and to conduct themselves in a manner that will be a credit to themselves, the Club, and the sport of fishing.  Club members and guests are expected to represent the club in an ethical and positive manner at all times. Any member or guest found to be in violation of the Code of Conduct shall be subject to review by the Board of Directors, which may impose a penalty as so deemed by the board. Such penalty may include, but is not limited to, removal from participation in Club General Meetings, Activities, Workshops, Gatherings, and Outings.  

SECTION 13

Any member or guest who does not conduct themselves appropriately will be directed to leave the club event by either the President or a Board of Director present, and may be sanctioned by the Board of Directors up to and including dismissal from the club.

SECTION 14

Any club member may bring a formal complaint of a violation of the code of conduct, either verbally or in writing, to any officer of the club.  The complaint will be forwarded to the club president. The club president will then call a special meeting of the Board of Directors within 30 days of receiving the complaint to determine if the complaint has merit. After an investigation and review if a majority of the board of directors present believes the complaint has merit, a vote will be taken on appropriate action to remedy the complaint. Any sanctions imposed must be approved by majority vote of the officers present. If a club member is dismissed for any reason they forfeit all member privileges and any dues/fees/monies paid to the club. Members who have been sanctioned or dismissed will be formally notified of such action by email and certified US Mail.

SECTION 15

In addition to the rules set out in ARTICLE II, Section 12-14 the following activities or conduct is prohibited:

(a) Fighting with any person at a club event is prohibited and may be grounds for termination of membership.
(b) Unruly or disrespectful behavior by club members disrupting club sanctioned events will not be tolerated.  This includes extreme and constant badgering or disparaging remarks about members, guests, their families, speakers, or sponsors.
(c) Inability to maintain harmonious relationships with other club members during club events may be grounds for termination of membership. 
(d) Members are to follow rules and regulations of property and/or its owners.
(e) Littering at club events is prohibited.
(f) All codes of conduct and bylaws also apply to any guest. Club members will be held responsible for any and all guests that accompany them to an event.
(g) If at any time a PFF member’s personal conduct or activities whether at a PFF sponsored event or not, rises to the level of bringing discredit, embarrassment, or discontent to the PFF as an organization, or otherwise is not in keeping with the standards or values of the PFF, said member’s membership may be terminated.


ARTICLE III. Meetings

SECTION 1

Regular meetings of the members shall be held monthly, at a time and place set by the board of directors with advance notice thereof being given to all members.

SECTION 2

Special meetings of the membership may be called at any time by the directors, with advance notice thereof as to the time and place being given to all members.

SECTION 3

At any meeting of the members the presence of twenty percent of all members entitled to vote shall constitute a quorum for the transaction of business.

SECTION 4

Voting members shall not cast more than one vote. Directors shall be entitled to vote as members in all matters. At all meetings, except when a majority of the quorum present shall request a secret ballot, all voting shall be by voice. No cumulative voting or voting by proxy shall be permitted.

SECTION 5

The board of directors may submit any matter other than the election of directors to a vote of the members either at a regular meeting or special meeting.

SECTION 6

Robert’s Rules of Order shall prevail at all meetings for the discussion of issues and debate upon any matter brought before a meeting for consideration, except in instances of conflict between Robert’s Rules of Order and the Article of Incorporation or Bylaws. In such cases the latter shall prevail.

SECTION 7

The order of business at any regular meeting of the members shall be:

(a) Report of committees;

(b) New business;

(c) Adjournment;

(d) Note: Minutes of the previous month’s board meeting shall be made available at each regular meeting for review by the membership. A copy of the treasurer’s most recent financial report shall be considered a part of those minutes.

ARTICLE IV. Board of Directors

SECTION 1

The directors shall consist of a maximum of eleven members composed of five regular directors and the president, first vice-president, second vice-president, secretary, treasurer, and the advisory director.

SECTION 2

At any meeting of the board of directors any six directors shall constitute a quorum for the transaction of business at that meeting. Each member of the board present at a meeting of the board shall be entitled to one vote.

SECTION 3

Any and all business of the corporation transacted at a board meeting must be approved by the majority vote of the board members there present. Any business not so approved may be submitted at the next board meeting or to the membership for their approval in accordance with Article III Section 5.

SECTION 4

Meetings of the board of directors shall be held monthly at the call of the president. The president, or in his absence, a vice-president, may call a meeting of the board of directors at any time, and shall do so on written request of any two directors. Notice of meetings of the board of directors shall be given to each director by telephone, mail, email, or personally, at least twenty-four hours prior to the meeting.

(a) In emergency situations the president or a vice-president may conduct a board of directors meeting via telephone provided such a meeting is conducted on a conference-call with a sufficient number of directors simultaneously on the call to meet the quorum provisions of Article IV Section 2 and subject to the notification provisions of Article IV Section 4.

SECTION 5

Unless duly excused by the board of directors, any director, including the offices of the president and vice-presidents, shall be declared vacant if he or she is absent from there three consecutive regular meetings of the board of directors.

SECTION 6

If the office of president becomes vacant, other than by recall, the person then holding the office of first vice-president shall succeed to the office of the president for the unexpired portion of the term, subject to the approval of the board of directors. In the event both the president and first vice-president positions become vacant, the person then holding the office of second vice-president shall succeed to the office of president for the unexpired portion of the term, subject to the approval of the board of directors. Any other vacancy on the board of directors, other than by recall, including officers, shall be filled by majority vote of the remaining directors for the unexpired term.

SECTION 7

The board of directors shall have the duty of the general management of the corporation and shall exercise all corporate powers of the corporation. Any action taken by the board of directors shall be consistent with the Bylaws and with the Articles of Incorporation.

ARTICLE V. Recall of Officers and Directors

SECTION 1

An officer or a director may be removed, with or without cause, by at least a two-thirds, counted vote of the regular members present who are entitled to vote, at a special meeting called for that purpose.

SECTION 2

The advisory director may be removed with or without cause by a simple majority vote of the board of directors. Notice of such action must be given to all directors prior to the meeting where such action is to be considered.

SECTION 3

The secretary of the corporation upon receipt of a petition, from any member entitled to vote, calling for the removal of any officer of director and signed by twenty percent of the members entitled to vote, shall forthwith notice a special meeting. At said meeting the question of removal shall be put to the membership.

(a) Said special meeting shall be called by the secretary within thirty days of receipt of the removal petition providing the petition conforms with the requirements of this Section.

(b)The secretary shall notify members eligible to vote by mail not less than ten days prior to the special meeting.

(c) Any vacancy and/or vacancies created by the removal of officers or directors pursuant to this Article shall be filled in accordance with Aritcle VI with the following exceptions:

(1) Article VI Section 4: The meeting for nomination shall be called withing thirty days of the date of the special meeting creating the vacancy and/or vacancies.

(2) Article VI Section 5: Ballots shall be mailed within ten days of the date of the above nomination meeting unless there is only one nominee, in which case provisions of Article VI Section 2 will apply (June nonwithstanding).

ARTICLE VI. Election of Officers and Directors

SECTION 1

Terms of Office:
The terms of all directors including the advisory director shall be for two years, except for the directorship of the most recent ex-president (see ©, below) which shall be for one year. The advisory director’s term shall be from January 1st through December 31st of the second year following his/her election. All other directors will serve terms beginning on July 1st of the year in which their respective terms of office begin.

(a) The advisory director shall be appointed in accordance with the provisions of Article VI Section 3 and will be installed to the office at the December general meeting in the year preceding the beginning of the term of office.

(b) Of the remaining five regular director positions, two shall be filled, in accordance with the provisions of this article, in even-numbered years. Likewise, another two shall be filled in odd-numbered years.

(c) In order to foster continuity from administration to administration, nomination to the fifth position shall be given to the most recent ex-president, should he or she be willing and able to serve. Should the most recent ex-president not be willing or able to serve, the board-appointed nominating committee (see Section 4, below) shall nominate some other regular member, preferrably one who has recently served as an officer or director.

SECTION 2

Election of directors, including president, first vice-president, second vice-president, secretary, and treasurer shall be accomplished by mailing ballots prepared in a manner that will permit verification of a member’s right to vote and in a manner that will keep secret each member’s vote. Except: In the event that one candidate and only one candidate is nominated for each office and directorship the president, with the approval of the board of directors, may hold the election by voice vote at the June regular meeting. In the event of a voice vote conducted in the manner just described, the following Sections: 5, 6, 7, and 8 will be waived.

SECTION 3

At least thirty days before, but no earlier than ninety days before the expiration of the term of office of the advisory director, the board of directors shall appoint a nominating committee who shall nominate at least one regular member for the office of advisory director. The appointment of the advisory director shall be made by a vote of all directors at a regular board meeting.

SECTION 4

At least thirty days before, but no earlier than one-hundred days before the expiration of the terms of office of any officers or the regular directors, the board of directors shall appoint a nominating committee who shall nominate at least one regular member each for the offices of president, first vice-president, second vice-president, secretary, treasurer, and as many regular members for the offices of regular directors as there are director positions that require filling in that year. If possible, agreement should be secured in advance from each nominee that he or she will serve if elected. After nominations of the nominating committee have been placed before the membership, the president shall call for and accept nominations from the membership. Such nominations must be signed by at least five regular members and must contain a written acceptance from the nominee. No person shall be nominated for more than one of all the above mentioned offices, provided that if a person is nominated for one or any of said positions, and if at the above mentioned meeting either in writing or in person has declined to accept such nomination, he or she may be nominated for any other office.

SECTION 5

At least ten days before the expiration of the terms of said directors, including officers, the secretary shall mail, or cause to be mailed, to all members eligible to vote a ballot containing the names of those persons nominated to the offices of president, first vice-president, second vice-president, secretary and treasurer and for the offices of regular directors that are open for re-election in that year. Regular members shall have one vote for each office. There shall be no cumulative voting or voting by proxy.

SECTION 6

Ballots to be counted must be received at such time, prior to the expiration of the terms of said office, and place fixed by the board, provided that the time fixed by the board shall be not less than five days after the mailing of the ballots to the members.

SECTION 7

For each such election the president shall appoint two members as tellers and one member as chief teller. Voted ballots shall be opened and tallied by the tellers, and results of the tally shall be announced at the next regular meeting.

SECTION 8

The person receiving the highest number of votes cast for the office of president shall be elected to that office from the date of expiration of the term of his or her predecessor. The person receiving the highest number of votes cast for the offices of first vice-president, second vice-president, secretary, and treasurer shall be elected to those offices from the date of expiration of the term of their respective predecessors. The persons receiving the highest number of votes for regular directors shall be elected from the date of expiration of the term of their respective predecessors.

ARTICLE VII. Officers

SECTION 1

The officers of the organization shall consist of a president, a first vice-president, a second vice-president, a secretary, and a treasurer and may include, in addition, one or more assistant secretaries and assistant treasurers appointed by the board of directors. The offices of secretary and treasurer or assistants thereof may be held by the same person.

SECTION 2

The president shall preside at all meetings of the members and the board of directors. He or she shall sign all notes of this organization and perform all other duties as customarily pertain to the office of the president, or as may be set forth in these Bylaws, or prescribed by the board of directors.

SECTION 3

Subject to board approval:

(a) The first vice-president shall have and may exercise all the powers and the duties of the president during absence or disability of the latter and shall perform such duties as may be prescribed by the board of directors. He or she shall succeed to the office of president at such time as a vacancy occurs in the office of the president. Said succession shall be temporary, until the election of a new president if such vacancy was created by recall.

(b) The second vice-president shall have and may exercise all the powers of either the president or first vice-president during the absence or disability of the president and first vice-president and shall perform such duties as may be prescribed by the board of directors. He or she shall succeed to the office of first vice-president at such time as a vacancy occurs in that office. He or she shall succeed to the office of president at such time as vacancies occur both in the offices of president and first vice-president. Said successions shall be temporary, until the election of a new president, or a new first vice-president, if such vacancies were created by recall.

SECTION 4

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.

SECTION 5

Subject to the control and direction of the board of directors, the treasurer shall:

(a) Have custody of all funds, securities, valuable papers, and property of this organization;

(b) Sign notes, releases and other instruments that pertain to the business and obligations of this corporation;

(c) 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;

(d) 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;

(e) The treasurer shall maintain an inventory of the club property (items with a value of $25.00 or more) and pass said inventory to the incoming treasurer at the end of his or her term of office.

SECTION 6

An assistant treasurer, if so appointed by the board of directors, is empowered to perform any and all of the duties of the treasurer, at the discretion of the board, and may act as treasurer during the absence or disability of the latter.

SECTION 7

The board of directors shall include among its members an advisory director whose function is to provide continuity and guidance from administration to administration.

SECTION 8

No director or officer shall receive any compensation for services performed in connection with normal corporate business.

ARTICLE VIII. Deposit of Funds

SECTION 1

All funds of the corporation not otherwise used shall be deposited in a commercial checking or savings account in one or more institutions approved by the board of directors, whose accounts are guaranteed by the

United States of America or by an instrumentality thereof. Such deposits shall be made in the name of the corporation only.

SECTION 2

The board of directors shall select and approve those members authorized to sign on corporation fund accounts.

SECTION 3

All checks, drafts, or other instruments for the withdrawal of funds of the corporation in an amount exceeding $1500.00 dollars shall be endorsed by at least two of the above authorized signees. Where the withdrawal is in an amount not in excess of $1500.00, the check, draft, or instrument shall be endorsed by at least one of the authorized signees.

ARTICLE IX. General

SECTION 1

Each and every power, duty, authority, and function of members, directors, and officers of this organization shall be exercised in strict conformity with these Bylaws and the Article of Incorporation of this organization.

SECTION 2

No director, officer, or employee of this organization shall, either directly or indirectly, participate in the deliberation upon or consideration of any questions involving his or her pecuniary interest or that of any corporation, partnership, or association (other than this organization) in which he or she is directly or indirectly interested. If such a question is before the board of directors, the interested officer or director shall withdraw from the meeting during such deliberation, and in this case, the remaining directors present shall, by majority vote, exercise all powers of the board of directors, not only with respect to the one issue. Directors who have so withdrawn are still considered “Present” for the purpose of determining a quorum.

SECTION 3

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.

SECTION 4

All books of account and other records of this organization shall on appropriate notice, be made available for inspection by any member, and to any duly authorized representative of the United States of America or the State of California upon presentation of proper credentials.

ARTICLE X. Amendments to Bylaws

SECTION 1

Except as otherwise provided herein, these Bylaws may be amended by vote of the directors at any duly held meeting of the board, said voting shall be in accordance with Article IV Section 3 and 4.

a) The following Bylaws shall only be adopted, amended, or repealed by the vote of a majority of a quorum at a special meeting of regular members duly called pursuant to Article III:

(1) Bylaws fixing or changing the number of directors;

(2) Bylaws fixing or changing the voting rights of any or all members;

(3) Bylaws fixing or changing the procedure for recall of any or all directors;

(4) Bylaws fixing or changing the term of directors;

(5) Bylaws fixing or changing the requirement for a quorum at any or all membership meetings;

(6) Bylaws fixing or changing the requirement for a quorum for any or all board meetings.

Peninsula Fly Fishers 1976-2016
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