BYLAWS OF TRI-COUNTY FLY FISHERS, INC.

Section 2 - Purpose
This Organization is a non-profit membership organization affiliated with the Federation of Fly Fishers, Inc. (herein referred to as the ”Federation”) to be organized exclusively for educational and conservation purposes within the meaning of Section 501(c) (3), including for such purpose, 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. The purpose for which it is organized is as follows:

A. To provide members with a forum for education and resource stewardship through the sport of fly fishing;

B. To promote fly fishing through education as the most enjoyable and sporting method of fishing, and the method most consistent with the preservation of our fishing waters and game fish;

C. To provide assistance, advice, and suggestions to other angling groups to help them become more important and effective in their areas;

D. To publicize the best practices and techniques of fly fishing, fly tying, casting, and other related subjects;

E. To be a resource for organized fly fishers as part of the Federation, maintaining liaison with other conservation and sporting organizations, and with the governmental agencies involved in so many aspects of our sport;

F. To support the objectives and purposes of the Federation;

G. To place equal emphasis on both fresh and saltwater fishing activities.

A. Membership is available to residents of the Tri-County area of Lake, Marion and Sumter Counties.

B. Annual Dues - Dues for membership shall be set by the Board. The amount covers both Member and (non-voting) spouse for each calendar year payable to the Treasurer in advance of becoming a Member, and then annually on the first day of January of that year. Unpaid memberships will be discontinued after the April business meeting.

C. Honorary Membership - To deserving individuals at the discretion of the board.

ARTICLE III - OFFICERS
Section 1 - Definitions
A. Officers of the Organization shall be President, Vice President, Secretary and Treasurer.

B. Officers shall be Members in good standing.

C. Nominees for President shall have held another office for a period of at least one (1) year or actively served on a committee for at least two (2) years.

Section 2 - Duties
A. The President shall preside over all meetings, exercise supervision of all activities and have the power to appoint all committees.

B. The Vice President shall assist the President in supervising activities of the Organization and shall preside at meetings in the absence of the President. He/She shall be the ex officio member of all committees.

C. The Secretary shall be the recording officer of the Organization and of the Board of Directors. Minutes of the Business and Board of Directors meetings shall be available to the general membership upon request.

D. The Treasurer shall collect funds paid to the Organization and deposit same into accounts designated by the Organization and be responsible for making all expenditures authorized by the Organization. The Treasurer shall report, at each business meeting the receipts, expenditures and financial status of the Organization.\

Section 3 – Vacancies
Any vacancy of an officers seat caused by death, resignation, etc., or any other cause shall be filled by appointment from the President with advice and consent of the majority of the Board for the unexpired portion of the term. In the event of a vacancy in the office of President, the Vice President shall assume the office, followed by the Secretary, Treasurer and Senior Board Member, respectively.

ARTICLE IV - BOARD OF DIRECTORS
Section 1 - Number and Selection of Directors
The Board of Directors shall consist of the four (4) current officers as a minimum. Additional Members may be added at the discretion of the Board of Directors.

Section 2 - Vacancies
Any vacancy in the 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 advice and majority consent of the Board.

Section 3 – Quorum
At a Board Meeting, the quorum shall be fifty (50) percent plus one (1) of the current Board Members.

Section 4 – Voting
Each Member at a meeting shall have one (1) vote except for the President, who shall only vote to break a tie.

Section 5 - Meetings
There shall be one regularly scheduled Board Meeting in January. Any additional Board Meetings shall they be at the discretion of the Board.

Section 6 – Assets
The Board of Directors has the right to acquire or liquidate assets in the name the Organization as needed.

Section 7 - Removal of Directors
Any Director may be removed at any time by the affirmative vote of a majority of a quorum of the Board at a regular or at a special meeting of the Board called for that purpose. A quorum for action to remove a Director shall be two thirds (2/3) of the Board of Directors.

ARTICLE V - ELECTIONS AND VOTING
Section 1 - Officers
Officers shall be elected biennially at the regular Business Meeting in December of odd numbered years, taking office at the first Business Meeting in January.

Section 2 – Nominating Committee
A Chairperson for the Nominating Committee will be appointed by the President at the October Business Meeting. Nominees will be introduced at the November Business Meeting.

Section 3 - Voting
A. The election shall be conducted by the President . Voting shall be by secret ballot unless all nominees are unopposed, whereas a voice vote may be taken.

B. Absentee Ballots.
Members who are unable to attend the December Business Meeting to cast their vote for officers may vote by absentee ballot if sent in a sealed envelope to the Chairperson of the Nominating Committee prior to the election date.

ARTICLE VI - MEETINGS
Membership Meetings shall be held on a regular basis at the date, time and location as determined by the Board of Directors. Special meetings may be called by the President or by the Board or by written request of ten (10) Members of the Organization. At least ten (10) days notice must be given to the membership and the purpose of the meeting stated in the notice.

Section 1 - Quorum
The number of Active Members present at any business meeting shall constitute a quorum.

A. AUDIT - To conduct an audit of the Organization's accounts and material assets in December and submit a written report to the Organization at the Annual Business Meeting.

B. PROGRAMS and PROJECTS - To propose special events and activities related to the purpose and objectives of the Organization.

C. OTHER SUCH COMMITTEES as deemed necessary to carry on the work of the Organization.

ARTICLE VIII - FINANCE
Section 1 - Fiscal Year
The fiscal year of the Organization shall be the same as the fiscal year established by the Federation.

Section 2 - Budget
The Board shall review and approve the annual budget of the Organization submitted by the Treasurer at the November Board meeting and modified for a vote at the December Board meeting.

Section 3 - Expenditures
No part of the net earnings of the Organization shall inure to the benefit of, or be distributed to its directors, officers, or other private persons, except that the Organization 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 I.

Section 4 - Financial Statements
Financial statements shall be submitted to the Federation at such time and in such a manner as determined by the Federation. If authorized by the Organization, the Federation will include the Organization in its Group 990 Tax Return.

ARTICLE IX - GENERAL PROVISIONS
Section 1 - Avoidance of Political Activity
No part of the activities or funds of the Organization shall be for the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in (including the publishing or distribution of statements) any political campaign on behalf of any candidate or public office.

Section 2 - Relationships with Other Organizations
The Organization shall have no financial interest in the property, assets, or liabilities of any other organization in which it may hold membership or with which it may be affiliated, unless specifically agreed in writing by both parties and approved by the Board.

Section 3 - General Activities
Notwithstanding any other provisions of these articles, the Organization shall not carry on any other activities not permitted to be carried on by: (a) an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE X - CONFLICT OF AUTHORITY
Any conflict between the constitution and bylaws and a Federation instrument which specifically controls activities of the Organization, shall be decided in favor of the Federation's instrument.

ARTICLE XI - AMENDMENTS
These bylaws may be amended at any Business Meeting of the Organization. The affirmative vote of a majority of the Members present shall be required for the adoption of any amendment. The amendment shall be presented to the membership at a regular Business Meeting and voted on at the next regular Business Meeting.

ARTICLE XII - DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code subject only to any order of a court of competent jurisdiction.

ARTICLE XIII - NONDISCRIMINATION
It shall be the policy of the Organization to provide equal membership/employment/ service opportunities to all eligible persons without race, color, religion, sex, or national origin.

PRESIDENT: George Hintz

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SECRETARY: Yolanda Noguera

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