Chapter Bylaws (Current)
SOUTHEASTERN WISCONSIN CHAPTER OF TROUT UNLIMITED
CHAPTER BYLAWS
ARTICLE I.
Organization and Purposes
Section 1
The name of the organization shall be the Southeastern Wisconsin Chapter of Trout Unlimited.
Section 2
The purpose of the Chapter shall be 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.
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
- 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
Payment of annual dues to Trout Unlimited is the only requirement for membership in Trout Unlimited and 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
- 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 1
The Annual Meeting of the Chapter shall be held on a date set by the Board of Directors, to elect officers and Directors and conduct other business of the Chapter. The President and the Treasurer shall present annual reports to the members.
Section 2
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, if applicable, the slate of candidates nominated for election by the Nominating Committee.
Section 3
The Chapter shall hold regular meetings at a date, time and place chosen by the Board of Directors.
Section 4
Special meetings may be called by the President or Board of Directors or upon the written request of the lesser of ten percent (10%) of the members or twenty (20) members. Notice of all special meetings must be given to members at least seven (7) days prior to the meeting and shall include the date, time, place, and agenda for the special meeting.
Section 5
Robert’s Rules of Order, Newly Revised shall govern the meetings on all matters relating to order and procedure, including nominations and elections. Only current members of Trout Unlimited shall be permitted to vote at any meeting of the members and no proxy voting shall be allowed.
ARTICLE IV
Board of Directors
Section 1
The Board of Directors is responsible for the general supervision of the Chapter’s affairs and finances.
Section 2
The Board of Directors shall consist of no fewer than six (6) members in addition to the officers listed in Article V, below, for a total of at least ten (10) members of the Board of Directors. Members of the Board of Directors shall serve terms of four (4) years. Members of the Board of Directors shall be determined by the Board of Directors then existing, and said members of the Board of Directors shall be eligible to serve for successive terms, without limit.
Section 3
The Board of Directors shall meet regularly, but no less than 6 times per year. Upon notice, the meetings of the Board of Directors may be conducted in-person, by telephone, Zoom or other web-based technology. The Board of Directors may also act by e-mail vote, provided all members of the Board of Directors are permitted the opportunity to participate and all votes are shown to all Directors and reported in the minutes of the Board of Directors.
Section 4
A simple majority of the members of the Board of Directors shall constitute a quorum and a simple majority vote of those present is required to approve any official action.
Section 5
Special meetings may be called by the President or any two (2) members of the Board of Directors. Unless notice is waived by all members of the Board of Directors, notice of any special meeting, including date, time, place, and agenda, must be given at least seven (7) days in advance. Notice may be in writing or by electronic communication, including fax or electronic mail.
Section 6
If a director is unable to serve for any reason or if a director is appointed to fill a vacant officer position, the vacant director position shall be filled for the remainder of the unexpired term by election at the next regularly scheduled meeting of the Chapter members or at a special meeting called for this purpose.
Section 7
The Board of Directors may create additional special officer positions, should it deem it necessary. These offices shall not be considered executive offices. Special officers shall serve the Board of Directors for two-year terms and said officers shall be eligible to serve for successive terms, without limit. Special officers shall not be considered members of the Board of Directors and shall have no vote as such.
Section 8
All ex-Presidents of the Chapter shall, at their will, be considered ex-officio members of the Board of Directors and shall assist the President in the administration of the Chapter, unless otherwise determined by the Board of Directors. At any time an ex-President, regardless of his or her active status on the board, may attend and participate in any meetings, however they will not be a voting member for any official business conducted at that meeting unless they have been duly elected to a voting board position per these by-laws, and are in good standing on the board.
Section 9 (new)
In the event that a board member fails to attend at least one-half of the properly scheduled Board Meetings within a 6-month period, then the Board shall have cause, at its sole discretion, to hold a vote to remove said member from the Board or to undertake any other actions as appropriate with respect to such member. In cases where a Board member is suspended from the Board for inactivity, that member may appeal for reinstatement at the first meeting of the Board in the next calendar year from the date of the suspension and their membership subject to vote of the present board per these by-laws.
ARTICLE V
Officers and Duties
Section 1
The officers of the Chapter shall be: President, Vice President, Secretary and Treasurer, all of whom shall be voting members of the Chapter’s Board of Directors. All officers must be members in good standing of Trout Unlimited. No person shall hold more than one (1) office at any time, except for the offices of Secretary and Treasurer. The officers shall be chosen and elected by the membership at the annual membership meeting, subject to the provisions of Article VI, below.
Section 2
The President shall preside at all meetings; with the approval of the Board shall appoint all committees not otherwise provided for; shall be general executive office; and shall be an ex-officio member of all Chapter committees.
Section 3
The Vice President shall serve in the absence or inability of the President to act in the general administration of the Chapter.
Section 4
The Treasurer shall have custody of all funds and property of the Chapter. With the President, the Treasurer may sign and execute, in the name of the Chapter, all contracts, agreements and other obligations of the Chapter. When necessary or proper, the Treasurer shall endorse for collection on behalf of the Chapter, all checks, notes, drafts and electronic credits and transfers and shall deposit same and all other revenues to the credit of the Chapter in such bank or banks as the Board of Directors designates. All checks for the disbursement of funds of the Chapter above one-thousand dollars ($1,000) shall be counter-signed by at least two of the following officers: President, Vice-President, Treasurer, Secretary. The Treasurer alone may sign all checks for less than $1,000, without countersignature. The Board of Directors may impose such alternate authority or limitations of authority to execute contracts, sign checks or use other forms of payment as the Board of Directors deems appropriate and may require that the Treasurer be bonded. The Treasurer shall also:
- Keep full and accurate accounts of monies received and paid on account of the Chapter, give a financial report at each meeting of the Board of Directors, and whenever required by the Board of Directors, render a statement of the Chapter’s accounts and report to the membership.
- Submit a complete Annual Financial Report (AFR) for the chapter to Trout Unlimited prior to the deadline set by Trout Unlimited. The AFR will be in compliance with the policies and requirements of Trout Unlimited and will contain a complete and accurate accounting of all revenues, expenses, volunteer hours by members of the Chapter and any additional items prescribed within the AFR form.
- The Treasurer will also make all necessary filings with the Internal Revenue Service and state and local authorities.
- 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.
Section 5
The Treasurer shall serve without bond.
Section 6
The Secretary shall keep the minutes of all meetings of the Board of Directors and the general membership and keep an accurate and current record of all Chapter memberships. The Secretary shall assist the Treasurer in preparing the AFR form. The Secretary shall, along with the Membership Committee, as detailed in Article VII, 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, electronic mail or by posting on the Chapter’s website. The Secretary shall also maintain the correspondence of the Chapter.
Section 7
The President or President’s designated member shall be responsible for timely completing “Chapter Updates” for the Wisconsin Council of Trout Unlimited’s newsletter, Wisconsin Trout, or whatever the equivalent shall be.
ARTICLE VI
Election, Term, Vacancy
Section 1
The Chapter officers shall be elected for two-year terms. The President shall not serve more than two (2) consecutive two-year terms in the same office (although other officers may). A President may again hold the same office after a one-year period out of office.
Section 2
In the event of a vacancy in any office, the Board of Directors shall appoint an individual to serve until the next regularly scheduled election.
Section 3
A majority vote of those Chapter members in good standing present at the annual business meeting will be sufficient to elect all officers and directors.
Section 4
The Nominating Committee shall nominate members for each elected office. Nominations may also be made from the floor at the Annual Meeting.
Section 5
The Nominating Committee is not required to be called by Board of Directors. If called, however, the Nominating Committee shall be comprised of the Board of Directors present at the last Board of Directors meeting held before the Chapter’s Annual Meeting. The Nominating Committee shall be empowered to, upon a majority vote of the members then comprising it, nominate a slate of candidates for each officer position. If unopposed, the slate of candidates shall be voted upon en masse by the membership present at the Annual Meeting. If nominations are made from the floor at the Annual Meeting, however, each position shall be voted upon individually.
Section 6
In the event of a contested election for any officer position at the Annual Meeting, a vote shall be conducted by sealed, private ballot. Ballots will be collected and tallied, with one vote being allowed per member present. Members not present at the Annual Meeting are not entitled to a vote. The candidate receiving the most votes (simple majority) shall be elected to the position. In the event of a tie, candidates shall be entitled to make a 5-minute speech in support of their position, and then another vote shall occur, in the fashion described above, and this process repeated until a candidate receives a majority of votes, and is elected.
ARTICLE VII
Committees
Section 1
The Board of Directors shall, in its discretion, appoint members to fill and serve as Chairs of the following Committees. These members shall serve at their leisure, or until removal by the Board of Directors. Members appointed to fill the following positions may be, but are not required to be, members of the Board of Directors for the duration of their term.
- Communications and Membership:
This Committee shall oversee membership services, such as updating and correcting the master list, membership development to build and sustain membership, selecting and securing speakers for meetings, annual membership events such as the annual casting clinic, maintaining e-mail lists, maintaining the chapter website and social media platforms, maintaining the chapter blog, chapter fishing outings, chapter apparel, and other such related matters.
- Habitat:
This Committee shall focus the Chapter on activities which directly support Trout Unlimited’s mission of conserving, protecting, and restoring coldwater fisheries and their watershed, including chapter restoration projects, maintenance of the chapter equipment trailer and equipment, and other such related matters.
- Fundraising:
This Committee shall build the fund-raising capability of the Chapter so that there is sufficient funding for the Chapter’s activities and projects. This Committee shall be responsible for running annual fundraising events, such as the chapter’s fall habitat fundraiser, and other events as may be necessary to keep the chapter solvent, and other such related matters.
- Advocacy
- Committee shall monitor political issues which arise effecting coldwater resources, fisheries, and fishermen. This Committee’s activities shall involve only issues, and neither this Committee nor SEWTU shall 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.
- Education and Community Events
This Committee shall undertake activities aimed at introducing youth, and community members, to the mission of Trout Unlimited the Southeastern Wisconsin Chapter of Trout Unlimited, including activities such as the chapter’s involvement in the Milwaukee Urban Fisheries’ youth fishing day program, kids fishing events at local retailers, and fly tying and casting instruction events, and other such related matters. The committee will also be the liaison for the chapter to other community organizations that complement TU’s mission.
- Veterans
This committee will organize and promote the chapters activities related to Veterans programs and organizations.
Section 2
Special committees may be appointed by the President or majority vote of the Board of Directors as necessary.
Section 3
Each Chair may arrange for a committee to be convened, consisting of Chapter members either a part of the Board of Directors, or a part of the general Chapter membership. Board of Director membership is not required to be a part of a Chair’s committee. Selection of committee members shall be the responsibility of the respective committee Chair.
ARTICLE VIII
Fiscal Year
Section 1
The Chapter’s fiscal year shall be the same as that of Trout Unlimited.
ARTICLE IX
Amendment of By-Laws
Section 1
These Chapter bylaws may be amended via an in-person vote at any Annual Meeting or Special Meeting if at least the lesser of 30 chapter members or 10% of the Chapter’s members are present. Amendment of the bylaws shall require a two-thirds vote of those present and voting. Only current members of Trout Unlimited shall be permitted to vote. Any amendment to these bylaws shall be consistent with the bylaws of Trout Unlimited. All proposed amendments to the Bylaws shall require at least 30 days notice to the members, with the notice specifying the proposed amendment.
Section 2
If any amendment of these bylaws is required to make them consistent with the bylaws of Trout Unlimited, a vote of a majority of those present and permitted to vote shall be sufficient to pass the amendment.
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 one or more of its purposes. Chapter members, officers and directors may be reimbursed for expenses incurred for or on behalf of the Chapter.
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 written approval from Trout Unlimited.
Section 4
Upon dissolution of the Chapter, all assets of the Chapter shall revert to the State Council. These assets will be held and/or redistributed in consultation with Trout Unlimited.
ARTICLE XI
Bylaws Provisions
Section 1
Any of these Bylaws that may be in conflict with the Articles of Incorporation, Bylaws or policies of Trout Unlimited are hereby void.
ARTICLE XII
Tax Exemption
Section 1
Notwithstanding any other provision hereof, the Chapter shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is tax-exempt under the provisions of Section 501 (c) (3) of the internal Revenue Code of 1954, as amended from time to time.
ARTICLE XIV
Perpetuity
Section 1
The Chapter shall exist in perpetuity or until dissolved or de-chartered.
ADOPTION AND RATIFICATION
These By-Laws have been officially adopted by the members of the Board of Directors, of the Southeastern Wisconsin Chapter of Trout Unlimited on this 25th day of April, 2023.
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