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BYLAWS OF:

 NORTHERN CALIFORNIA COUNCIL FLY FISHERS INTERNATIONAL
Approved by NCCFFI April 7, 2019


ARTICLE I

This organization shall be called “Northern California Council Fly Fishers International" and is referred to in these bylaws as the Council.


ARTICLE II -PURPOSES


Section 1. Objectives of the Council.

The Council is a non-profit membership corporation established under the laws of the State of California as a regional extension of the Fly Fishers International, (hereinafter referred to as the FFI) to:

  1. Cultivate and advance the art, science and sport of fly fishing as the most sporting and enjoyable method of angling and the way of fishing most consistent with the preservation and use of game fish resources;
  2. Be the voice for organized fly fishing;
  3. Promote conservation of recreational resources;
  4. Facilitate and improve the knowledge of fly fishing;
  5. Elevate the standard of integrity, honor and courtesy of anglers;
  6. Cherish the spirit of fellowship among anglers everywhere;
  7. Establish and maintain liaison with other organizations of anglers and conservationists and governmental agencies concerned with the sport of angling;
  8. Keep its members informed of developments of interest to the membership.

Section 2. Activities.

  1. The Council will provide services to individuals, fishing clubs, associations, leagues, or other organizations of anglers, and other organizations concerned with the conservation of recreational resources, to help them carry out the purposes of the FFI and such of their own programs as are consistent with the purposes of the FFI, in their respective localities.
  2. The Council is established as a non-profit domestic corporation to be organized exclusively for educational and conservation purposes within the meaning of Section 501(c)(3), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
  3. Fly Fishing.The Council will publicize improvements in the techniques of fly fishing, fly tying, fly casting and related angling subjects.
  4. Avoidance of Political Activity. No substantial part of the activities of the Council shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Council shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
  5. General Activities. Notwithstanding any other provisions of these articles, the Council shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code; or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE III -MEMBERSHIP AND DUES


Section 1. Membership.
The FFI Board of Directors (hereinafter referred to as the FFI Board), in its discretion, shall designate various categories of membership.


Section 2. Adherence to Objectives.
All members shall agree to support the objectives of the FFI.


Section 3. Eligibility.

Any individual, club, association, league or other entity shall be eligible for membership in the FFI subject to the conditions and requirements established by the FFI Board of Directors.


Section 4. Charter and Member Clubs.
All Charter and Member clubs, as defined by the FFI Board, affiliated with and currently in good standing with the FFI, and located in sections of the States of California, Nevada, Hawaii, and other territories as assigned by the FFI, shall be considered Charter and Member Clubs of the Northern California Council, unless they officially declare otherwise to the business offices of the FFI and the Council at their principal addresses. Any club in any geographic location outside the above listed area, currently in good standing with the FFI, may become a member of the Council by stating its intention in writing to the business offices of the FFI and the Council at their principal addresses. Charter Clubs operate under the supervision and control of the FFI and the Council.


Section 5. Individual Members.
Any person affiliated with and currently in good standing with the FFI, located in the area described in Section 4 of this Article, shall be considered a member of the Council, unless they officially declare otherwise to the business offices of the FFI and the Council at their principal addresses. Any person in any other geographic location currently in good standing with the FFI may become an individual member by stating such intention in writing to the business offices of the FFI and the Council at their principal addresses.


Section 6. Dues.
The dues of the members of the Council shall be determined for each category of membership by the FFI Board, and shall be payable annually unless the FFI Board shall determine otherwise.


Section 7. Suspension, Termination, Probation and Renewal of Membership.

The Board of Directors of the Council (Council Board) may suspend, establish terms of probation or change the membership status of a member at any time for infraction of any FFI rule or for any other cause if the Council Board shall deem such action to be in the best interest of the FFI.  The Council Board shall immediately notify the member of its proposed action and the reasons in writing.  The member shall be entitled to a reasonable opportunity to respond to the proposed action.  The response will be either in writing or in person as determined by the Council Board.  The Council Board may continue for a definite term, terminate or rescind the action or expel the member, and its decision shall be final. The affirmative vote of a majority of the Council Board shall be required for the adoption of any action regarding a member.  The FFI Board will be notified of the action by the Council.  Any requests regarding the members FFI membership must be referred to the FFI Board of Directors.

 

ARTICLE IV -AUTONOMY OF MEMBER CLUBS


The FFI and the Council shall not in any way infringe upon the charter or franchise of any affiliate club, association, league or other entity, nor shall it impose any form or forms of organization or bylaws, or dictate any activity, policy, or procedure to such affiliates, other than that they agree to support the objectives of the FFI and meet the membership requirements established by the FFI. The complete autonomy of affiliate clubs, associations, leagues, or entities shall be respected by the FFI.


ARTICLE V -MEETINGS OF THE COUNCIL


Section 1. General Membership.
A meeting of the general membership of the Council shall be held each year at the principal office of the Council or at such other place within or without the Council as shall be specified in the notice of said meeting.


Section 2. Special Meetings.
Special meetings of the general membership for any purpose or purposes, unless otherwise regulated by statute, may be called by resolution of a majority of the Council Board, the President or five percent (5%) or more of the voting members of the Council.


Section 3. Notice of Meetings. 
Notice of each regular and special meeting shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate who the notice is being issued by.  Notice of a special meeting shall also state the purpose or purposes for which the meeting is called.  If the notice is given personally or by first class mail, it shall be given not less than ten nor more than sixty days before the date of the meeting.  Notice of the meetings may be included by being prominently displayed in a newspaper or other periodical regularly published at least semi-annually by or in behalf of the FFI or the Council.  If mailed by other than first class, it shall be given not less than fifteen nor more than sixty days before such date.

Section 4. Eligibility to Vote. 
Only individual members and member clubs, associations, leagues or other entities, which have paid current dues to the FFI shall have the right to vote.


Section 5. Proxies. 
Votes in actions at meetings of the general membership may be cast in person or by proxy.  Proxy forms shall be designated by the Board and accepted by the Secretary of the Council before the meeting in which it shall be voted.


Section 6. Quorum. 
At any general membership meeting of the Council, the quorum will consist of those members present in person or by proxy.  The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the articles of incorporation or the bylaws.


ARTICLE VI -BOARD OF DIRECTORS


Section 1. General Powers.
The Board of Directors (Council Board) shall control the business and affairs of the Council and may exercise all such authority and powers of the Council and do all such lawful acts and things as are not by law, the Articles of Incorporation or these bylaws, directed or required to be exercised or done by the members directly.


Section 2. Board of Directors.
There shall be a Board of Directors consisting of not less than nine (9) persons as determined by the Council Board. All Directors shall be members of the FFI in good standing.


Section 3. Election of Directors.
The election of Directors for the Council Board will be as follows:

  1. Four months prior to the end of the fiscal year, the Nominating Committee, as provided for in Article VIII, Section 2, shall nominate the number of persons required to be elected as directors of the Council at a scheduled Council Board meeting
  2. The Nominating Committee shall place the slate of nominees before the membership for election three months prior to the end of the fiscal year.
  3. The Council Board at its discretion may do this at a General Membership Meeting, by mail-in ballot, or electronic ballot.
  4. If election is to be by mail-in ballot or electronic ballot, the Secretary shall send ballots to those entitled to vote as described in Article V, Section 4, of these Bylaws. In lieu of sending the ballots, the Secretary may publish the ballots in a Council’s newsletter, the River Mouth, which is sent to those entitled to vote.
  5. The Secretary, or a person selected by the Council, will receive the ballots two months prior to the end of the fiscal year and compile the results.
  6. The Secretary shall provide the results to the President of the Council who will present them to the members by December 1st.
  7. Each 100% FFI Member Club and Charter Club with over 25 members shall have the option to appoint a Director to sit on the Council Board.If a club exercises its option, notice of its appointment must be given to the Council Board no later than the annual general membership meeting of the Council.Directors so appointed shall serve for one year and are subject to all requirements of these bylaws except that a club will have the authority to replace its appointed Director if a vacancy occurs under Section 13 of this Article.All Directors shall be members of the FFI in good standing.

Section 4. Term of office. 
Per Article VII, Section 2, all Directors shall hold office for two years or until their successors are elected and seated at a general membership meeting of the Council. Half of the directors will stand for election each year. All Director and officers’ terms shall commence on January 1st following the election.


Section 5. Place of Meeting.
The Council Board may hold its meetings at such place or places as the Board from time to time may determine or as shall be specified or fixed in the respective notices or waivers of notice.


Section 6. Regular Meetings.
Regular meetings of the Council Board shall be held at such times and places as the Council Board or Executive Board by resolution may determine.


Section 7. Special Meetings.
Special meetings of the Council Board may be called by the President or the Secretary, and shall be called by the President or the Secretary upon the written request of any three (3) Directors.


Section 8. Quorum and Manner of Acting.
Except as provided in Section 12 of this Article, a quorum of the Council Board and Executive Board shall consist of a minimum of one third (1/3) of their members. The act of a majority of the Directors present at meetings at which a quorum is present will be the act of the Council Board or Executive Board unless the act of a greater number is required by law or by these bylaws. In the absence of a quorum, a majority of the directors’ present may adjourn any meeting from time to time until a quorum can be achieved. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which such adjournment shall be taken.


Section 9. Notice of Meetings.
Notice of each regular and special meeting of the Council Board, stating the time, place and purpose, shall be given personally, by first class mail addressed to the director or by electronic transmission. The notice shall be given not less than ten (10) or more than sixty (60) days before the date of the meeting. Written notice need not be given to any Director if such notice shall be waived in writing pursuant to Article XV by that Director and business may be transacted by the Board at a meeting at which every member of the Board shall be present, though held without notice.


Section 10 Meetings.

Any one or more members of the Council Board or any committee of the Council Board may participate in a meeting by means of conference telephone or other means of remote communication by which all persons participating in the meeting can communicate with each other.  Participation in a meeting constitutes presence in person at the meeting.  Any action required or permitted to be taken by the Council Board or any committee of the Council Board may be taken without a meeting if all members of the Council Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The Council Board or committee may exercise this action by written consent by means of electronic transmission.


Section 11.  Executive Board
At the president’s discretion, an Executive Board may be formed, comprised of: The President, Secretary, Treasurer and two (2) members of the board, elected by two thirds (2/3) of the full board.  This Executive Board shall consolidate, review & propose motions regarding the budgets, standard operational procedures and manuals governing the council.  The Executive Board shall only be convened when the full board cannot meet in sufficient time to conduct such business.  Once an Executive Board has been formed, this Executive Board shall remain in place throughout the remainder of the president’s term. All actions by such an Executive Board, shall be reviewed and approved by the full board at the next subsequent in person Full Board meeting.


Section 12. Removal of Directors.

Any Director may be removed at any time with or without cause by the affirmative vote of a majority of a quorum of the membership at a regular or at a special meeting of the membership called for that purpose.  Any Director may be removed for cause by the affirmative vote of the Directors provided there is a quorum of not less than a majority of Directors present at the meeting of the Council Board. (Common cause may be failure to attend 66% of regularly scheduled meetings.)


Section 13. Vacancies.
Any vacancy in the Council Board caused by death, resignation, removal, increase of the number of Directors, or any other cause, shall be filled by appointment from the President with the advice and consent of the Council Board for the unexpired portion of the term.


Section 14. Categories of Directors.

  1. Voting- Elected board members who work on, participate and vote on active Council Board business. These are the members who will make up a quorum.  
  2. Advisory - Members selected by the board to be advisers to the board on Council business. The Council Board adds & removes them as needed by a Council Board majority vote.  
  3. Honorary - Individuals selected by the board because of a history of service to the Council Board and/or fly fishing.  They are added or removed by Council Board majority vote.

ARTICLE VII -OFFICERS


Section 1. Officers.
Council Board shall elect the officers of Council. The Officers shall be the President, Secretary, and Treasurer.


Section 2. Term of Office.
Unless otherwise stated, all officers will hold office for two years and may be extended by the Council Board.


Section 3. Other Officers.
The Council Board may elect or appoint such other officers as it deems desirable, such officers to have the authority and to perform the duties prescribed from time to time by the Council Board.


Section 4. Removal
Any officer of the Council may be removed at any time by resolution adopted by a majority of the whole Council Board at a regular meeting or a special meeting called for that purpose.


Section 5. Vacancies
A vacancy in any office other than the President, because of death, resignation, removal or any other cause, shall be filled by nomination of the President with the approval of the Council Board for the unexpired portion of the term. In the event of a vacancy in the office of the President, the First Vice President, or in the absence of a First Vice President the Secretary shall assume that office.


Section 6. President
The President shall be the Chief Executive Officer of the Council and shall have the general powers of supervision and management over the business and affairs of the Council. The President will preside at all meetings of the members, the Board of Directors and the Executive Board at which the President is present. The President shall see that all orders and resolutions of the Council Board are into effect. The President may sign, with the Secretary, the Treasurer or any other proper officer of the Council authorized by the Council Board, any deeds, mortgages, bonds, contracts, or other instruments which the Council Board has authorized to be executed, except in cases where the signing and execution thereof is expressly delegated by the Council Board or by these bylaws or by statute to some other officer or agent of the Council; and in general the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Council Board from time to time.


Section 7. First Vice President
The first vice president, selected by the president, and approved by majority vote of the Council Board, will replace the president if necessary due to resignation or other causes, or a Council Board removal vote.


Section 8. Secretary
The Secretary shall keep the minutes of all meetings of the membership, the Board, and the Executive Board; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records of the Council; keep a register of the post office address of each member which shall be furnished to the Secretary by such member or the FFI; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Council Board. 


Section 9. Treasurer
The Treasurer shall be the Chief Financial officer and have charge and custody of and be responsible for all funds and securities of the Council; shall prepare an annual budget for the Council; receive and give receipts for moneys due and payable to the Council from any source whatsoever, and deposit all such moneys in the name of the Council in such banks, trust companies, or other depositories as are selected by the Council Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Council Board.


Section 10. Vice Presidents
Vice-Presidents shall be appointed by the President with the advice and consent of the Council Board. There may be one or more Vice Presidents who shall have such duties as determined from time to time by the Council Board or the President. As a minimum the number of Vice Presidents will match the appropriate chair at the national level. These VPs will be a member of the national Chair’s committee and will also carry on those activities in the Council.


ARTICLE VIII -COMMITTEES


Section 1. Committees of Directors
The Council Board may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent defined by the Council Board and permitted by law, shall have and exercise the authority of the Board in the management of the Council.  Actions of these committees shall be ratified by the Executive Board and are subject to the approval of the Council Board as a whole.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Council Board, or any individual Director, of any responsibility imposed upon the Council Board or a Director by Law.


Section 2. Other Committees
Other committees not having and exercising the authority of the Council Board in the management of the Council may be appointed in such manner as may be designated by a resolution adopted by the Council Board or Executive Board.  Except as otherwise provided in such resolution, members of each such committee shall be members of the FFI, and the President of the Council shall appoint the member thereof.  Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Council shall be served by such removal.


Section 3. Nominating Committee
The Nominating Committee shall consist of at least three Council members in good standing selected by the Council Board. The members of the Nominating Committee shall select a chairperson and, four months (120 days) prior to the close of the fiscal year, shall nominate persons for Directors to the Council Board to be elected by the members of the Council. The Nominating Committee shall also present a list of nominees for officers as desired by the Council Board to be elected at the Annual Council Board Meeting by the newly seated Board of Directors. No member serving on the Nominating Committee shall be ineligible for nomination to office. Every member selected by the Committee shall be so informed, and shall consent prior to announcement of their names in nomination. Any member has the right to refuse nomination, and may withdraw from nomination at any time.


Section 4.  Operation of Committees
Committees serve at the pleasure of the Council Board.  While committees may be authorized by the Council Board to control their affairs through the use of bylaws or a similar document to include how members of the committee are selected and removed, the Council Board reserves the authority to appoint or remove any person on the committee with or without cause.  Committees shall only have the powers specifically delegated to them by the Council Board and their activities are subject to review by the Council Board.


ARTICLE IX -RESIGNATION


Any member, Director or Officer may resign their office at any time by giving written notice of resignation to the President or the Secretary of the Council. Such resignation shall take effect at the time specified, or if no time is specified, at the time of receipt.

Other committees not having and exercising the authority of the Council Board in the management of the Council may be appointed in such manner as may be designated by a resolution adopted by the Council Board or Executive Committee.  Except as otherwise provided in such resolution, participants of each such committee shall be members of the FFI, and the President of the Council Board shall appoint the member thereof.  Any members thereof may be removed by the Council Board or by the person or persons authorized to appoint such member whenever in their judgment the best interests of the FFI shall be served by such removal.


ARTICLE X -CONTRACTS, CHECKS, DEPOSITS AND FUNDS


Section 1. Contracts
The Council Board may authorize any officer or officers, agent or agents of the Council, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.


Section 2. Checks, Drafts, etc
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issues in the name of the Council, shall be signed by the treasurer, or in the event the treasurer is unable, then signed by the President, or by such officer or officers, agent or agents of the Council and in such manner as shall from time to time be determined by resolution of the Council Board.


Section 4. Gifts
The Council Board may accept on behalf of the Council any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Council.


Section 5. Reports
The president shall review the accounts received and disbursed by the 15th of every month and report his findings to the entire board at the next regular meeting.


Section 6. Deposits
All funds of the Council shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.


Section 7. Gifts
The Council Board may accept on behalf of the Council any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Council.


ARTICLE XI -OFFICES, BOOKS AND RECORDS


Section 1. Offices
The principal office of the Council shall be at such place as the Council Board may determine. The Council Board may from time to time and at any time establish other offices or branches of the Council at whatever place or places it deems to be expedient.


Section 2. Books and Records
The Council shall keep correct and complete books and records of account and shall also keep minutes of the meetings of its general membership, Board of Directors, Executive and committees having any of the authority of the Board of Directors, and shall keep at its principal office a record giving the names and addresses of the members entitled to vote.

All books and records of the Council may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.


ARTICLE XII -FINANCE


Section 1. Fiscal Year
The fiscal year of the Council shall be the same as the fiscal year established by the FFI.


Section 2. Budget
The Council Board shall review and approve the annual budget of Council submitted by the Treasurer.


Section 3. Expenditures
No part of the net earnings of the Council shall inure to the benefit of, or be distributed to its members, directors, officers, or other private persons, except that the Council shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II.


Section 4 Financial Statements
Financial statements shall be submitted to the FFI at such time and in such a manner as determined by the FFI to enable the FFI to file a Group 990 Tax Return.


Section 5. Expenses
Officers and Directors may be reimbursed for legitimate expenses but must guard against “self-dealing”.


Section 6. Annual Report. 

The Council Board shall cause an annual report to be sent to the members not later than one hundred twenty (120) days after the close of the Corporations fiscal year.  The report shall contain all the information required by section 6321(a) of the Corporations Code.


ARTICLE XIII -NONDISCRIMINATION


It shall be the policy of the FFI and its Councils and a membership requirement for its Member Clubs to provide equal membership/employment/service opportunities to all eligible persons without regard to race, color, religion, sex, or national origin.

 

ARTICLE XIV -AMENDMENTS


These bylaws may be amended at any annual, quarterly or special meeting of the Board of Directors. The affirmative vote of two thirds (2/3) of the entire Board of Directors shall be required for the adoption of any amendment. Notice of the meeting and proposed amendment, together with the text of the proposed amendment, shall be delivered to the Directors as outlined in Article VI of these bylaws. The amendment will then be presented to the FFI Board for approval and will go into effect upon such approval.


ARTICLE XV -WAIVER OF NOTICE


Whenever any notice is required to be given under the provisions of any governing law or under the provisions of the Articles of Incorporation or the bylaws of the Council, a waiver thereof in writing signed by the persons or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  The attendance of any member or director at a meeting, in person or by proxy (member only), without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by that person.


ARTICLE XVI - DISTRIBUTION OF ASSETS UPON DISSOLUTION


Upon the dissolution of the Council, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code, or corresponding section of any tax code, subject only to any order of a court of competent jurisdiction.


ARTICLE XVII - RULES OF ORDER


Meetings of the Council will function under "Robert's Rules of Order, Revised" except as specified by the Articles of Incorporation and these bylaws.


ARTICLE XVIII - CONFLICT OF AUTHORITY


Any conflict between these bylaws and a FFI instrument which specifically controls activities within a FFI Council shall be decided in favor of the FFI's instrument.


Fly Fishers International
Approved by Northern California Council Fly Fishers International - April 7, 2019
Approved by Fly Fishers International Board of Directors - Jun 17, 2019

 

CONNECT | NCCFFI  | P.O.Box 7231  |  Reno, NV 89510-7231  | president@nccffi.org | The NCCFFI is a 501(c)(3) organization.  [Fed. Id. #94-3124970]