The name of the corporation shall be CALEDONIA FOREST AND STREAM CLUB, INC.
ARTICLE II – PURPOSE
For the purpose of fostering and developing a higher appreciation of the natural attractions of wood and stream in this vicinity; to stock systematically streams and ponds with the more suitable species of fish; to encourage proper protection of fish, game, and song birds; and the preservation of their natural homes; and to urge obedience to law. It shall be the further object and purpose of this organization to encourage the development of those ideals of honesty, good fellowship, self-discipline, self-reliance and team play, which are the characteristics of good sportsmanship and the foundation of real patriotism.
ARTICLE III – MEMBERSHIP
SECTION 1 – DUES
A finance committee consisting of the Treasurer and at least two (2) club directors shall meet to decide the financial needs and necessary dues for support of the Forest & Stream Club. If an insufficient number of directors volunteer to serve on this committee, they shall be appointed by the President. The Finance Committee, after deciding the needs of the club, shall then meet with the Executive Board for further discussion of dues. The Finance Committee will then present for vote their recommendation for membership dues for the ensuing year, to the board of directors. A two-third (2/3) majority affirmative vote of the directors present is required to change dues fees. Membership dues shall be determined four (4) months prior to the beginning of the year.
SECTION 2 – MEMBERSHIP TYPES
The type of memberships offered will be: Annual, Life, Honorary, Corporate, and Honorary Director.
SECTION 3 – DUES RELATIONSHIP
SECTION 4 – HONORARY MEMBERSHIP
SECTION 5 – MEMBERSHIP BENEFITS
SECTION 6 – MEMBERSHIP QUALIFICATIONS
Individuals applying for membership should believe in the importance of honesty, sportsmanship and the ethical use of club property and our natural resources.
This organization shall not discriminate in the selection of its members on the basis of race, color, sex, or religion.
Members shall not represent their individual beliefs in religion or politics as club policy.
ARTICLE IV – MEETINGS OF MEMBERS
SECTION 1 – ANNUAL MEETING
The annual meeting of this corporation shall be held in the month of October in each year. The Board of Directors shall determine the day, time, and place of the annual meeting and shall mail notice to each Director at least thirty (30) days prior to the date thereof; shall have published in the newspapers circulating within Caledonia County at least seven (7) days prior to the date fixed for such meeting and shall have it announced on a radio station serving Caledonia County at least three (3) days prior to the meeting.
SECTION 2 – ANNUAL BANQUET
The annual banquet shall be held in the month of April of each year. The Board of Directors shall determine the day, time, and place of the annual banquet and shall have the notice published in newspapers circulating within Caledonia county at least seven (7) days prior to the date fixed for such banquet and shall have it announced on a radio station serving Caledonia County at least three (3) days prior to the banquet.
SECTION 3 – SPECIAL MEETING
Special meetings of the membership shall be called by the President or upon the written request of at least three (3) or more Directors to the President. The President shall have a meeting date published in newspapers circulating within Caledonia County at least seven (7) days prior to the date fixed for such special meeting and shall have it announced on a radio station serving Caledonia County at least three (3) days prior to the meeting.
ARTICLE V – VOTING MEMBERS
Voting members shall consist of members present at the annual meeting whose dues are fully paid and are in good standing. No member may vote by proxy. A quorum shall consist of two-thirds (2/3) majority vote.
ARTICLE VI – DIRECTORS
SECTION 1 – ELECTION AND TERMS OF OFFICE
The affairs of the corporation shall be managed by a board of not less than twenty (20) Directors, who shall be nominated by a committee consisting of not less than three (3) members appointed by the President, and such Directors shall be elected by vote of the members at the annual meeting, to serve for a term of one (1) year, or until their successors are elected.
Any Director or Executive Committee member who is convicted of a fishing or hunting violation shall be presented to the Board of Directors for consideration of expulsion or a one (1) year suspension. In the case of suspension, he/she shall be eligible for election to office after one (1) year.
Any Director whose membership has lapsed may be notified, by certified mail, by the Secretary that said person may be removed from office at the next Directors meeting, unless proof of membership renewal is presented to the Secretary prior to said meeting.
SECTION 2 – POWERS
The Directors shall have the power to carry out the general management of the affairs to the corporation.
SECTION 3 – MEETINGS
The Directors shall meet on the second (2nd) Tuesday of each month pursuant to notice which shall be mailed by the Secretary within the week preceding the meeting date. In the event such Tuesday falls on a holiday, such meeting shall be held on the following Tuesday.
The November Directors meting shall be four (4) days before the regular deer season. If said day is a holiday, the Directors meeting shall be eleven (11) days before the regular deer season.
Special meetings of the Directors shall be called by the President or upon the written request of at least three (3) or more Directors to the President.
SECTION 4 – QUORUM AND VOTING
A quorum shall consist of one quarter (1/4) of the Board of Directors currently in office, excluding Honorary Directors, rounded to the nearest whole number (to even number if fraction is one-half (1/2)). The affirmative vote of the majority of the quorum present shall be necessary for the passage of any motion.
SECTION 5 – ATTENDANCE
Any Director who misses six (6) Director’s meetings per year without good cause may be removed by a majority vote of the Directors after notice and hearing.
SECTION 6 – VACANCIES
Any vacancies on the Board of Directors may be filled by a club member appointed by the Board of Directors and a person so appointed shall serve the remainder of the term.
SECTION 7 – DIRECTOR AND OFFICER LIABILITY
The corporation shall indemnify and hold harmless each person who shall serve at any time as an officer or Director of this corporation from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been an officer or Director of the corporation or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such officer or Director and shall reimburse each person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred in negligence or willful misconduct. The corporation, its officers, Directors, members, employees, and agents shall be fully protected in taking any action or making any payments under this resolution or in refusing to do so in reliance upon advice of counsel.
SECTION 8 – HONORARY DIRECTORS
ARTICLE 7 – OFFICERS
SECTION 1 – ELECTION AND TERMS OF OFFICE
The Directors annually shall elect from the Board of Directors at the November Directors meeting: President, First Vice-President, Second Vice-President, Secretary, and Treasurer, each of whose terms of office shall be one (1) year or until their successors are elected.
The term for new officers shall commence on December 1st of the current year. Vacancies may be filled by a two-thirds (2/3) majority vote of the Directors present at any Directors meeting.
SECTION 2 – DUTIES OF OFFICERS
The President shall preside at all meetings of the organization and of the Board of Directors. He or she shall be a member ex-officio of all regular and special committees and shall perform all such duties as usually pertains to this office.
The First Vice-President shall perform the duties of the President when he or she is absent from a meeting or is unable to perform the duties of President. When the President and First Vice-President are absent from a meeting or unable to perform their duties, the Second Vice-President shall perform the duties of the President.
The Secretary shall be the clerk of the corporation and shall conduct all correspondence pertaining to the affairs of the organization; shall notify the members of the meetings as required by the By-Laws; shall keep a true record of all meetings of the Board of Directs and of the organization and have the custody of the books and papers of the organization; shall be responsible for the collection of all memberships dues; and shall remit the same to the Treasurer, taking the proper receipts therefore.
The Treasurer shall be in charge of all funds of the organization and shall place the same in such bank or banks as may be approved by the Board of Directors. Such monies shall be withdrawn only by checks signed by the Treasurer and one other officer; i.e., President, First Vice-President, or Second Vice-President, and for payment of such bills only as have been approved by the Board of Directors.
The Treasurer shall keep an accurate account of all transactions and render an annual report of the organization at its annual meeting. The corporation shall pay for a security bond of not less than $5,000 to bond its Treasurer.
ARTICLE VIII – EXECUTIVE COMMITTEE
The Executive Committee shall consist of five (5) Directors. The Board of Directors shall elect one Executive Committee member for a term of five (5) years at the first Directors meeting following the annual meeting, the remaining vacancies of the Executive Committee are filled by the Board of Directors for terms of five (5) years, four (4) years, three (3) years, two (2) years, and one (1) year, respectively. Vacancies of unexpired terms shall be filled by the Board of Directors and that person so elected shall hold office for the remainder of the term of the former member.
The Executive Committee shall oversee the care and management of the property of the corporation and shall discharge all duties delegated to it by the Board of Directors and as specified within the By-Laws. The Chairman of the Executive Committee shall be elected by a majority vote of said Committee.
ARTICLE IX – CLUB FUNDS
SECTION 1 – MONIES RECEIVED
All monies obtained from any source, by or through any person or persons, acting for or in the name of the club or under its direction or authority, shall be considered club funds and shall be forthwith delivered to the Treasurer, who shall give official receipt therefore and who shall report at each meeting the amounts so received and from what source.
SECTION 2 – EXPENDITURES
No monies in excess of $100 shall be paid or transferred from the treasury of the club (except such monies as the club is called upon to regularly pay for its current expenses and routing project, i.e., electricity, field day, etc.) unless by a two-thirds (2/3) vote of the Directors present and voting at a regular business meeting held following a regular business meeting at which notice in form of a motion of intention to pay or transfer such money and the purposes and amount to be paid or transferred shall have been given and regularly read. Also, each Direct shall be notified by mail of the proposed expenditure.
SECTION 3 – CLUB PROPERTY
Club property shall not be disposed of without a two-thirds (2/3) vote of the Directors present and voting at a regular business meeting at which notice in form of a motion to sell or transfer property and a description of said property to be sold or transferred shall have been given and regularly read. Also, each Director shall be notified by mail of the proposed sale or transfer.
SECTION 4 – CLUB REAL ESTATE
Club real estate shall not be disposed of without two-thirds (2/3) vote of the membership present and voting at the annual or special meeting. Said intent to dispose of Club real estate shall be presented to the Board of Directors at least thirty (30) days prior to the annual or special meeting at which time the intent to sell real estate is to be voted upon.
ARTICLE X – AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed by two-thirds (2/3) vote of the members present at an annual or special meeting. Each Director of the Board of Directs shall be notified in writing of proposed changes to the By-Laws at least thirty (30) days prior to the annual or special meeting at which the amendment is be voted on.
ARTICLE XI – PARLIAMENTARY AUTHORITY
The rules contained in the Newly Revised Edition of Robert’s Rules of Order shall govern the corporation in any matter not covered under the By-Laws.
ARTICLE XII – DISTRIBUTION ON DISSOLUTION
The corporation is organized as a non-profit corporation in the State of Vermont, therefore;
Upon dissolution of this corporation, its assets shall be distributed, as members shall determine, to one or more organizations exempt from taxation under Section 501(a) of the Internal Revenue Code, or corresponding section of any federal tax code, as the members shall determine.