(Proposed Updates are in RED)

BYLAWS

Chattooga River Chapter

Trout Unlimited

ARTICLE I. ORGANIZATION AND PURPOSES

Section 1. The name of the organization shall be the Chattooga River Chapter of Trout Unlimited.

Section 2. The purposes of the chapter shall be

1. 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.

2. To foster and promote educational and public awareness programs related to the goals and objectives of Trout Unlimited.

3. To provide members with an opportunity for personal involvement in projects aimed at preserving and enhancing area coldwater fishery resources and habitat.

4. To provide an opportunity for members to share fishing experiences and fellowship and to develop their fishing techniques.

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. Qualifications. Any person who is a member in good standing of Trout Unlimited shall be eligible for membership in 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. MEMBERSHIP MEETINGS

Section l. Regular Meetings. The Chapter shall meet monthly for programs and/or business meetings as determined by the membership or the Board of Directors.

Section 2. Special Meetings. Special meetings may be called by the Board of Directors or by the President upon the written request of ten (10) Chapter members. The call for a special meeting shall be sent 30 days prior to the date of each meeting and shall state the date, time, location and business to be transacted. No business shall be transacted at the special meeting except that stated in the call.

Section 3. Annual Meeting. The annual meeting of this Chapter shall be held in September to elect Directors, to present annual reports of the President and Treasurer and to conduct such other business of the chapter as deemed necessary by the Board of Directions. Notice of the annual meeting shall be sent to each member at least fifteen (15) days prior to the meeting. The meeting notice shall include the date, time, place and agenda of the annual meeting and the slate of candidates nominated for election by the Nominating Committee.

Section 4. Quorum. At any meeting of the members, a majority of those present who are in good standing shall constitute a quorum. Only members of Trout Unlimited shall be allowed to vote.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Membership. The property and affairs of the Chapter shall be managed by a Board of Directors composed of the immediate Past President and nine (9) elected directors.

Section 2. Term of Office. The terms of office of the elected directors shall be three (3) years each. Three members shall be elected each year. A member may serve no more than two full, consecutive terms.

Section 3. Assumption of Office. Newly elected directors shall take office at the close of the annual meeting.

Section 4. Vacancies in Office. If a director is unable to serve his or her term of office, the vacancy shall be filled by nomination and election by the remaining members of the Board of Directors. The member so elected shall serve the unexpired term of office and shall be eligible for reelection, subject to the limitations in Section 2.

Section 5. Duties. The Board of Directors shall have general control of the Chapter. It shall have power to transact all business of the Chapter not otherwise provided for, and to fill vacancies as provided in Article IV, Section 4, of the By-Laws.

Section 6. Meetings. The Board of Directors shall meet immediately following the annual meeting to elect officers. Regular meetings of the Directors shall be held at a time and place as determined by the Board of Directors. The President may call special-meetings of the Board on five (5) days notice to each Director.

Section 7. The Board of Directors may appoint such other subordinate officers as they deem necessary that shall have such authority and perform such duties as may be prescribed by the Board.

Section 8. Quorum. Not less than six (6) Directors shall be necessary to constitute a quorum of the Board for the transaction of business.

Section 9. Removal from Office. The Board of Directors, by a vote of two-thirds of its total membership, may remove from any office any Officer or Director for cause in the event that such a person does not fulfill the obligations of the position in terms of attending meetings or otherwise participating in the responsibilities of the Board of Directors to conduct the business of the Chapter. Any vacancy created in this manner shall be filled in accordance with the procedures contained in Article IV, Section 4, or Article VII, Section 5, of the By-laws.

ARTICLE V. OFFICERS

Section 1. Officers. The officers of this Chapter shall be a President, Vice President, Secretary and Treasurer.

Section 2. Terms of Office. The term of office of the President, Vice President, Secretary and Treasurer shall be one (1) year.

Section 3. Election of Officers. The Board of Directors shall meet immediately following their election at the Annual Meeting and shall elect the officers from among the members of the Board. Newly elected officers shall take office upon election and shall serve through the next annual meeting.

Section 4. Duties

a. President. The President shall be the chief executive officer of the Chapter and the Chairperson of the Board of Directors. He or she shall appoint all members to committees, except the Nominating Committee, unless the method is otherwise specified. The President shall hold ex officio membership on all committees except the Nominating Committee. He or she shall submit a report of the operations of the Chapter at the annual meeting.

b. Vice President. The Vice President shall, in the absence of the President, perform the duties of the President at all Chapter or Board of Director meetings and shall perform such other duties as assigned by the President.

c. Secretary. The Secretary shall keep the minutes and reports of the activities of the Chapter and the Board of Directors. 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, email, or by posting on the Chapter's web site. The Secretary shall also maintain the correspondence of the Chapter.

d. Treasurer. The Treasurer shall:

ñ collect and disburse the funds of the Chapter as authorized by the Board of Directors

ñ make a financial report to the membership at the annual meeting

ñ keep an account and current record of all memberships

ñ make additional reports as required by the Board of Directors

ñ file the Annual Financial Report to the national office and tax forms to the IRS and state and local authorities as required by law

ñ 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.

ñ shall be bonded by a recognized bonding agency in an amount to be established by the Board of Directors.

Section 5. Vacancies. If the office of President becomes vacant, the Vice President shall serve as President for the remainder of the term. In the event of a vacancy other than the President, a successor shall be elected by the Board of Directors to fill the unexpired term.

ARTICLE VI. NOMINATIONS AND ELECTION

Section 1. Nominating Committee. A Nominating Committee (see Article VII, Section 1) shall call for nominations from the membership for the positions to be filled, and present a slate of nominees at the annual meeting.

Section 2. Election. The directors shall be elected by the membership during the annual meeting. Nominations may be made from the floor. Members in good standing present at the annual meeting shall constitute a quorum.

ARTICLE VII. COMMITTEES

Section 1. Standing Committees will be the following:

a. Nominating Committee. This committee will solicit nominations for election to the Board of Directors, and will present a slate of a minimum of one candidate for each position to be filled at least one month prior to the election held at the annual meeting. The committee will consist of the the three outgoing members of the board, with the chair appointed by the President. In the absence of three outgoing board members, the President will appoint members as needed to provide a total of three committee members.

b. Conservation Committee. This committee will develop and coordinate the Conservation Agenda of the chapter. It will be composed of at least three members, and at least one member must be a board member. The President will appoint the committee members and the chair with the consent of the Board.

c. Outreach Committee. This committee is charged with expanding the chapter's constituency and network of relationships with other organizations as as outlined in the Outreach Agenda. It will consist of at least two members, one of which will be a board member. The President will appoint the committee members and the chair with the consent of the Board.

d. Recreation Committee. This committee will plan and coordinate recreational opportunities for the chapter's members as outlined in the Recreation Agenda. The committee will consist of at least two members, one of which will be a board member. The President will appoint the committee members and the chair with the consent of the Board.

e. Education Committee. This committee will plan and coordinate educational programs for members, youth and the general public on conservation of cold water fisheries and fishing to further the goals of Trout Unlimited. The committee will consist of at least 2 members one of which must be a board member. The President will appoint the committee members and the chair with the consent of the Board.

Section 2. Additional standing and ad hoc committees may be established from time to time by the President or the Board of Directors.

ARTICLE VIII. FISCAL YEAR

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

ARTICLE IX. PARLIMENTARY AUTHORITY

Section 1. The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the proceeding of the Chapter and the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any special rules of order the Chapter may adopt.

ARTICLE X. ASSETS and DISSOLUTION

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 its purposes. Chapter officers, Directors and members my be reimbursed for expenses incurred for or on behalf of the Chapter upon authorization of the Board of Directors.

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 approval from Trout Unlimited.

Section 4. Upon dissolution of the Chapter, all of its assets shall be paid over to the State Council or, if none exists, to the Trout Unlimited. This assets will be held and/or redistributed in consultation with Trout Unlimited.

Section 5. Notwithstanding any other provision hereof, this Chapter shall not conduct any activities not permitted by an organization that is tax-exempt under the provisions of Section 50l(c) (3) of the Internal Revenue Code of 1954, as amended.

ARTICLE XI. AMENDMENTS

Section 1. The By-Laws of this Chapter may be amended or repealed in whole or in part if at least the lesser of 30 members or 10% of the Chapter's current members in good standing are present. Amendment of the bylaws shall require a two-thirds vote of those present and voting. Any amendment to these bylaws shall be consistent with the bylaws of Trout Unlimited. All proposed votes on amendments to the bylaws shall require at least 30 days notice to the members, with the notice specifying the proposed amendment(s).

Section 2. If any amendment of these bylaws is required in order to make them consistent with the bylaws of Trout Unlimited, a vote of a majority of those present and eligible to vote shall be sufficient to pass the amendment.