Massachusetts- Rhode Island Council Bylaws

ARTICLE I

Section 1 - The name of the organization shall be the Massachusetts/Rhode Island Council of Trout Unlimited, hereafter referred to as the “Council”. It shall be made up of and will include all Trout Unlimited Chapters in the Commonwealth of Massachusetts and the State of Rhode Island.

Section 2 - The Council shall be divided into regions comprised of Chapters with a geographic proximity and a community of interests.

Section 3 - The Council shall be unincorporated and the purposes for which the council is formed are as follows: to act exclusively for charitable, educational and scientific purposes and specifically to preserve and conserve trout and other salmonoids as gamefish and to work with and encourage constituted authorities and other organizations to that end, through scientific, yet practical, management; through proper land, water and watershed management to provide desirable food and habitat: and through sound fishing regulations to preserve trout and salmonoid fish populations. The Council shall act as a coordinating body and provide assistance and guidance to its Chapters in carrying out policies and objectives of Trout Unlimited in Massachusetts and Rhode Island. The Council shall operate as a nonprofit and nonsectarian organization in all matters of state and regional concern of Trout Unlimited.

Section 4 - The Council shall not promote or oppose the candidacy of any individual seeking election to public office. No substantial part of the Council’s activities may consist of propagandizing or otherwise attempting to influence legislation.

Section 5 - The Council shall, at all times, conduct its activities in accordance with the Articles and Bylaws of trout Unlimited, a Michigan Corporation, as well as these Council Bylaws. The Council’s aims and purpose shall support the parent organization, Trout Unlimited, in its credo as set forth in its statement of philosophy, policy and objectives.

ARTICLE II

Section 1 - Delegates to the Council shall be the President of each Chapter, the Vice President of each Chapter and one delegate from each Chapter for every fifty (50) members or major fraction thereof.

Section 2 -The Officers of the Council, elected annually from the delegates, shall be a Chairman, five Vice Chairman, Secretary and Treasurer, with their duties hereinafter provided.

Section 3 - The Chairman shall be the Executive Officer of the Council. He or She shall have the general and active management of the business and affairs of the Council. With the Treasurer, he or she may sign and execute in the name of the Council, all contracts, agreements and other obligations of the Council, subject to approval of the Council. The Chairman shall submit a report of the operations and progress of the Council all matters within h his or her knowledge and with the interests of the Council ma require to be brought to the notice of the delegates. The office of the Chairman may not he held by any one individual for more than three (3) consecutive terms.

Section 4 - Vice Chairman shall be responsible for the following committees: Environment, Finance, Fund Raising, development and Public Affairs.

Section 5 - The Vice Chairman, to serve as Chairman of the Council in the absence of the Chairman, shall be elected by the five Vice Chairman and shall be one of the five Vice Chairman.

Section 6 - The elected Vice Chairman of the Council shall preside at any Council meeting which the Chairman may be absent, and serve as Chairman of the Council in the absence of the Chairman. In the event of the Chairman’s seat being vacate for any reason, the Vice Chairman elected shall become Chairman and serve as such for the unexpired term .He or she may perform any of the duties of Chairman when directed to do so by the Council or the Chairman. The office of the Vice Chairman shall not be held by any one individual for more than three (3) consecutive terms.

Section 7 – The Treasurer shall have custody of all funds and securities of the Council. With the Chairman, he or she may sign and execute in the name of the Council, all contracts, agreements and other obligations of the Council, subject to approval of the Council. When necessary and proper, all checks, notes and drafts and other obligations and shall deposit same to the credit of the Council n such bank or banks as the Council may designate. All checks or warrants for the disbursement of funds of the council shall be signed by the Treasurer. He or she shall cause to be entered regularly in the books of the Council to be kept for such purpose, full and accurate accounts of monies received and paid on account of the Council, and whenever required by the Council shall render a statement of his or her cash accounts to any Council delegate upon written application. The office of Treasurer shall not be held by any one individual for more than three (3) consecutive terms.

Section 8 -The Secretary shall keep the minutes of all meetings of the Council, and shall attend to giving and serving of all notices of the Council, and attest to the same when necessary. He or she shall keep an accurate and current record of names and addresses of all Council delegates. Except when necessary for the purpose of meetings, he or she shall not disclose to any person the names and addresses of members of the organization without approval of the Council. The office of the Secretary shall not be held by any one individual for more than three (3) consecutive terms.

Section 9 – If the office of the vice Chairman, Secretary or Treasurer is vacant by reason of death, resignation, disqualification or otherwise, the Chairman may appoint a temporary officer to fill the vacancy until the next regular Council meeting, at which time a successor shall be elected to hold the office for the unexpired term.

Section 10 – Delegates to the Council may be appointed at the annual meeting of each Chapter from the eligible membership, to serve in the position until the nest annual meeting.

ARTICLE III

Section 1 – The Council Executive Committee shall be comprised of the Chairman, the Vice Chairman, the Secretary and Treasurer. The Executive Committee shall recommend policy and programs to the Council, with its authority being limited to the authority inherent in offices of the members as specified in these Bylaws. All actions of the Executive Committee as specified are subject to review and ratification by the Council at each regular Council meeting.

Section 2 - The council may appoint standing committees form the delegates and/or Chapters as it deems necessary.

Section 3 - The Chairman may appoint interim committees from the delegates and/or Chapters to convene when deemed necessary by the Chairman or the Council.

Section 4 - An ad hoc Nomination Committee shall be appointed at the autumn Council meeting for the purpose of presenting a slate of candidates for Council officers to the Council at the annual meeting.

Section 5 – The Chairman shall be ipso facto and ex officio a member of all standing and interim committees of the Council.

ARTICLE IV

Section 1 - The Council shall hold a minimum of three (3) regular meetings in each calendar year. Election of officers for the following year shall be held at the annual meeting, with officers taking office in January. The Council’s fiscal year shall coincide with National’s

Section 2 - Special meetings of the Council may be called by the Chairman or upon written application of a majority of the Council delegates wit ten (10) days advance notice, as the need arises.

Section 3 - Thirty (30) days advance notice by mail shall proceed all regular Council meetings.

Section 4 – A majority of Council delegates from the Chapters active in the Council shall constitute a quorum for the purpose of conducting business at any regular or special Council meeting. Active in this case shall be defined as any Chapter which has not had delegates absent from two (2) or more consecutive Council meetings. Any Chapter which becomes inactive shall be considered active upon attendance of its delegation at any subsequent Council meeting.

Section 5 – All Council business and actions shall be ratified by a simple majority of the Council delegates or their designates attending and constituting a lawful quorum. No delegate shall have more than one vote.

Section 6 - All Council meetings shall be open to the general membership of member Chapters.

Section 7 - Voting at annual elections of the Council shall be by ballot.

Section 8 - The Council may vote outside Council meeting by conducting polls of the Council delegates by telephone, or by mail, which shall include all delegates. Results of such votes shall be made known in writing to all Council delegates no mare than ten (10) days following such votes.

Section 9 – At all times when the Council as a whole or any part thereof, including meeting of Executive Committee, 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 meeting, as the case may be, on all matters relating to procedure, including nominations and elections.

ARTICLE V

Section 1 – The bylaws of this Council may be added to, amended or repealed in part or in whole by a majority vote of the delegates present and in good standing at any regular or special meeting. Provided, however, that written notice of intent to add to, or amend, or repeal the Bylaws, in part or in whole, shall have been given each delegate of record at least thirty (30) days preceding such meeting of the Council. Or the same may be added to, amended or repealed in part or in whole at any regular or special meeting, by vote of at least two-thirds (2/3) of the qualified Council delegates.

These Bylaws formulated and adopted at a special meeting of the Trout Unlimited Chapter Presidents of Massachusetts and Rhode Island held on August 21, 1976 at Pittsfield, MA

These Bylaws also, in certain Sections were added to, amended and repealed at a regular Council meeting held in Sturbridge, Massachusetts on January 22, 1984, a full quorum of Council delegates being present.

These Bylaws also, in certain Sections were added to, amended and repealed on a regular Council meeting held in Westboro, Massachusetts on January 16, 1994.

These Bylaws also, in certain Sections were added to, amended and repealed at a regular Council meeting held in Westboro, Massachusetts on December 4, 1997.