Penobscot Fly Fishers
Bylaws
General
The Penobscot Fly Fishers is established as a nonprofit Club charted by the State of Maine and Section 501(c)(3)
of the Internal Revenue Code as it may be amended.
Statement of Purpose
The purpose is to promote fly fishing and conservation through education, volunteer services and personal
conduct.
Article I Membership
All members shall agree to support the purpose and objectives of the Penobscot Fly Fishers. The Board of
Directors may, by two-thirds affirmative vote of all members of the Board, suspend or expel a member for due
reason.
Article II Dues
Dues will be payable by June 1st of each year. Dues may be changed by an affirmative vote of at least seven
members of the Board of Directors. Members who have not paid their dues by the October General Meeting
will be dropped from the membership list. Dues for new members joining after January 1 will extend to May 31
of the following year.
Article III Meetings
Meetings shall be conducted in accordance with Roberts Rules of Order, except as specified by these Bylaws.
Section A: General Meetings
General meetings will typically be held on the first Wednesday of each month with the time and place published
in the monthly newsletter. A quorum will consist of the members present.
Section B: Board of Directors Meetings
Board of Directors meetings will typically be held on the third Wednesday of each month with the time and
place to be decided at the previous Board meeting. A quorum will consist of at least 7 members of the Board
present. Special meetings of the Board may be called by the President or the Secretary upon request of any
three Board members.
Article IV Officers
Officers of the Penobscot Fly Fishers will be elected for a 2 year term. Officers may be elected to the same
position for a maximum of two successive terms.
Section A: President
The president will preside at all regularly scheduled and special meetings and has overall responsibility for Club
affairs, as directed by the Board. The President will be authorized to sign Club checks and make transactions in
the Club savings accounts.
Section B: Vice President
The Vice President will be chair of the Membership Committee and/or other duties as assigned by the President,
and will assume the duties of the President in his/her absence.
Section B: Secretary
The Secretary keeps Club records and minutes of meetings, normally handles all Club correspondence, and
archives Club records. The Secretary is a member of the Membership Committee.
Section C: Treasurer
The Treasurer is responsible for all Club finances. The Treasurer prepares annual budgets for review by the
Board of Directors followed by approval at a General Meeting each May, and prepares monthly financial status
reports for Board Meetings. The Treasurer will be authorized to sign Club checks and make transactions in the
Club savings accounts. The Treasurer shall maintain Club financial records for at least six consecutive past
years.
Article V Board of Directors
Section A: Board of Directors
The Board of Directors shall control the business and affairs of the Club and will be permitted to expend up to
$200.00 in unbudgeted funds for the Club purchases without approval by the general membership. The Board
shall consist of four elected officers, the immediate past President and six elected members. The six elected
members shall have terms of three years each, with two members to be elected each year.
Section B: Vacancies
A Vacancy on the Board, other than the President, will be filled by nomination by the President with the
approval of the Board of Directors for the unexpired portion of the term. In the event the President leaves
office, the Vice President will assume the Presidency for the unexpired portion of the term. In the event the
President and the Vice President are unable to execute the office of the President, the Secretary will assume the
Presidency for the unexpired portion of the term. In the event the immediate Past President leaves that office,
it shall remain unfilled. Any member of the Board may be removed from office for malfeasance, failure to
execute Club policies, nonmember status, and/or negligence of duties including fiduciary responsibility by at
least two-thirds vote of all members of the Board of Directors.
Article VI Elections
The Nominating Committee will select from the membership list a slate of candidates for all Officers and
Directors whose terms will expire, at the November General Meeting. At that time, further nominations will be
accepted from the floor. All nominations will be published in the Club Newsletter and the election will be held
at the December General Meeting. All elected Officers and Directors will assume their duties at the January
General Meeting.
Article VII Committees
Section A: Nominating Committee
A three person committee will be appointed by the President by the June General Meeting to serve for a twoyear
term. Duties of the committee will be to select nominees for Officers and Directors. Any member of the
Nominating Committee shall not be eligible to be a candidate for Officer or Director.
Section B: Membership Committee
The Committee will consist of the Vice President, the Secretary and any other members of the Penobscot Fly
Fishers as appointed by the President.
Section C: Other committees
Other committees may be established with members appointed by the President at any time to better serve the
functions and needs of the Club.
Article VIII Distribution of Assets Upon Dissolution
Upon the dissolution of the Penobscot Fly Fishers, assets shall be distributed by the Board of Directors to one or
more exempt purposes within the meaning of Section 501 (c)(3) of the U.S. Internal Revenue Code, or
corresponding sections of any tax code subject to any order of a court of competent jurisdiction.
Article IX Amendments to the Bylaws
These Bylaws may be amended at any General Meeting of the Club. The affirmative vote of 2/3 of the members
present will be required for the adoption of any amendment. Notice of the proposed amendment will be
published in a Club Newsletter at least 30 days prior to the General Meeting at which the vote will be taken.
Review/revised/approved December, 2, 2009