1. QUALIFICATIONS: Any individual, corporation, organization, or other legal entity may become a member of the corporation with approval of a majority of the International Board of Directors, International Board, and payment of the appropriate dues.
2. CLASSES AND DUES: The International Board shall have the authority to set the amount of dues and various classes of membership as it shall from time to time determine appropriate.
Sustaining Membership Levels shall be: Life Membership, Benefactor Membership, Patron Membership, and Endowment Membership. In addition there shall be Corporate Sponsorship Levels. Those levels shall be: Bronze Level, Silver Level, Gold Level, and Platinum Level.
By-Law Amendment dated 10-23-99
3. VOTING RIGHTS: No member of the corporation shall have the right to vote directly upon any corporate business, excluding the various voting rights granted to individual Chapters in the maintenance of chapter business, but each member shall have the right to vote for certain representatives to the International Board pursuant to the by-law on election of the International Board.
4. PLACES OF MEETINGS: All meetings of the Corporation shall be held at the registered
office of the Corporation, or at such other place as shall be designated by the International
Board upon notice to the members.
5. ANNUAL MEETING: The Annual Meeting of the Corporation shall be held on the second
Tuesday of March of each year, or on such other date as shall be designated by the
International Board upon notice to the members. There shall be no meetings of the
members of the Corporation other than the Annual Meeting whether such other meeting
be deemed a special meeting or otherwise.
6. NOTICE OF ANNUAL MEETING: Notice of the Annual Meeting shall be in accordance
with the by-law on notice.
7. VOTING AND PROXIES: Cumulative voting and proxies shall be prohibited and excluded.
However, at the Annual Meeting, each member shall be allowed to cast votes by voice,
ballot, mail, or in any other reasonable manner for election of members to the International
Board in accordance with the by-law on election of the International Board.
8. QUORUM: Five percent (5%) of the total voting membership shall constitute a quorum
for voting at the Annual Meeting.
9. TERMINATION OF MEMBERSHIP: The International Board may terminate any membership:
A. By a simple majority vote for non-payment of dues or:
B. By a two thirds (2/3) vote for conduct, acts, or offenses that the Board deems
to be damaging to the reputation of Muskies, Inc., or in opposition to the purposes
of Muskies, Inc or the Chapter. Any person whose membership is proposed to be terminated
under this provision shall be afforded an opportunity to be heard at the meeting
at which the proposed termination is to be voted upon, and shall be given notice
of said meeting and proposed action. Notice for purposes of this by-law shall mean
a notice deposited in the regular U.S. Mails at least 30 days prior to the meeting,
postage prepaid, and directed to the last known address of said member, and to all
directors qualified to vote.
C. The International Board shall be obligated to consider any recommendation for
termination of membership generated by a Chapter under the provisions of Article
II, Section 10 of the Chapter By-Laws.
1. INTERNATIONAL BOARD: There shall be one Board of Directors who shall be known
as the International Board of Directors, International Board.
2. QUALIFICATIONS: Members of the International Board must be properly elected
by the members of the Corporation, and each Board Member must be a member of
the Corporation.
Candidates for At Large Director must be members in good standing
for at least three (3) years prior to running.
3. AUTHORITY: The International Board shall have the general management of the affairs
of the Corporation. In addition to the powers and authority of these by-laws, the
International Board may exercise all powers of the Corporation and do such lawful
acts and things as are not by statute or by the Articles of Incorporation or by these
By-Laws directed or required to be exercised or done by the members of the Corporation.
Only the International Board shall decide major issues or matters of significant
financial importance.
4. NUMBER: The International Board shall consist of (a) Fifteen (15) Directors
who shall be elected by the members at large without regard to Chapter affiliation,
and (b) one additional Director for each Chapter who shall be elected by the
members of that Chapter. All Directors shall bear the title of Director and
shall exercise all powers vested in directors, but those directors elected pursuant
to (a) above shall, in additional, be know as At Large Directors, and those
Directors elected pursuant to (b) above shall, in addition, be known as Regional
Vice Presidents.
At Large Directors will be required to chair at least one (1)
committee to be appointed by the President.
5. TERM: At the first Annual Meeting at which an International Board is elected,
a Regional Vice President shall be elected to represent each Chapter, and five (5)
At Large Directors shall be elected. Thereafter five (5) At Large Directors shall
be elected at each Annual Meeting. Each At Large Director shall serve a three (3)
year term. Those Directors who have been chosen by other means and under other by-laws
shall continue to serve as directors until their respective terms expire.
6. ELECTION: The International Board shall be elected at the Annual Meeting in the
following manner.
A. REGIONAL VICE PRESIDENTS: Each Chapter shall, in the month of December
preceding the Annual Meeting, elect one Director and certify their choice
to the International Board by the time of Annual Meeting. The election
may be by vote, ballot, mail or other means as the officers of the Chapter
shall determine, but no candidate shall be certified to the International
Board unless that candidate has received at least one more vote than any
other candidate, nor shall any candidate be certified unless at least
five percent (5%) of the Chapter members have voted at the election.
All RVP's will be required to participate on at least one (1) committee.
B. AT LARGE DIRECTORS: Each member shall, prior to the Annual Meeting,
be allowed to cast a maximum of five (5) votes for the candidates certified
as candidates for At Large Director, but a member may cast only one (1)
vote for each such candidate. At the close of the voting, the five (5)
candidates who have received the most votes shall be determined the winners.
In the event of a tie vote, the tie shall be determined by the International
Board. In the event that there are no more candidates than the number
of positions open on the board, the International Board will not be required
to hold an election. Further, if there are fewer candidates than the number
of At-Large-Director openings the Executive Committee shall have the right
to appoint an individual to fill the vacancy(s) for a one (1) year period,
or until the next election. Voting may be by voice, ballot, mail,
or any other reasonable means as shall be determined by the International
Board, but no candidate shall be elected unless at least five percent
(5%) of the membership has voted at the election. Candidates for At Large
Director must be certified as candidates by submitting their names to
the International Board at least two (2) months prior to the Annual Meeting
at which they seek election. At Large Directors may not hold any Chapter
office.
C. Establish the position of Parliamentarian for the International Board
of Muskies, Inc. Position to be filled by a qualified member of the International
Board. Position will be a non-paid position.
7. REMOVAL: The International Board, by a majority of the members voting, may, with or without cause, remove a director from office. No director shall be removed unless he has been given notice of the meeting at which such removal is to be considered. Notice for purposes of this by-law shall mean notice deposited in the certified U.S. Mails, postage prepaid, and directed to the last known address of such director.
8. VACANCIES: If the office of any At Large Director become vacant by reason of death,
resignation, retirement, disqualification, removal from office, or otherwise, the
remaining directors, though less than a quorum, shall choose a successor or successors,
who shall hold office until the next annual meeting and until a new successor or
successors have been duly elected. If the office of Regional Vice President become
vacant for any of the above reasons or otherwise, the Chapter responsible for electing
the vacancy shall appoint a successor in the manner provided for in their by-laws.
9. PLACE OF MEETINGS: The International Board may hold its meetings at such places,
whether in Minnesota or in any other place, as to the majority of the International
Board may from time to time determine.
10. TIME AND AGENDA OF MEETINGS: The International Board shall meet a minimum of two (2) times each year at a time designated by a majority of the International Board. The basic agenda to be followed at these meetings will be:
Seating and Introduction of Board Members
Installation of New At-Large Directors (Annual Meeting Only)
Secretary's Report
Treasurer's Report
Committee Reports
Old Business
New Business
Election of Officers (Annual Only)
11 SPECIAL MEETINGS: Special meetings of the International Board may be called by
the director acting as president on five (5) days notice to each director. Special
meetings shall be called by the director acting as president in like manner and on
like notice on the written request of any five (5) directors. Notice for purposes
of this by-law shall mean notice deposited in the regular U.S. Mails, postage prepaid,
and directed to the last known address of each director.
12. MEETINGS WITHOUT NOTICE: Any director may, in writing either before or after
a meeting, waive notice thereof; and without notice any director by his attendance
and participation in the action taken at any meeting of the International Board shall
be deemed to have waived notice thereof. Whenever all the directors shall be present
and consent to or participate in a meeting thereof, such meeting shall be deemed
to be a legal meeting and all the business transacted thereat shall be legal and
value in all respects the same as though such meeting had been regularly called and
notice thereof had been regularly given.
13. CONSENT TO ACTION: Any action which might be taken at a meeting of the International
Board may be taken without a meeting if done in writing and signed with an affirmative
vote by a majority of all directors, unless otherwise stipulated in these By-Laws.
14. QUORUM AND ADJOURNED MEETINGS: At all meetings of the International Board, a
quorum sufficient for the transaction of business shall consist of a majority of
the directors present at said meeting, but in no event shall a quorum consist of
less than one-third (1/3) of the duly elected directors. If, however such quorum
shall not be present, the director or directors present thereat shall have power
to adjourn the meeting from day to day without notice other than announcement at
the meeting, until a quorum shall be present.
15. EXECUTIVE COMMITTEE: The International Board shall appoint an Executive Committee
consisting of the elected officers and the immediate past president. he Executive
Committee shall be the major operating committee of the International Board and shall
exercise all the powers of the International Board in the management of the business
of the corporation except those powers delegated only to the International Board.
The Executive Committee shall not have the power to fill vacancies in its own membership.
The Executive Committee shall act only in the interval between meetings of the International
Board and at all times shall be subject to the control and direction of the International
Board.
The executive committee shall meet at stated times upon the verbal request of the
president, two committee members, or a chapter president and a committee member.
The international president shall chair the meeting and the committee shall fix its
own rules of procedure. In the absence of the president the first vice-president
shall chair the meetings. A majority shall constitute a quorum, but the affirmative
vote of a majority of the whole committee shall be necessary in every case. The executive
committee shall keep regular minutes of its proceedings, and report the same to the
international board within thirty (30) days. The executive committee may direct the
keeper of the minutes to segregate the record of any matter relating to legal advice
or opinion and withhold publication of that portion of the minutes.
Notice for purposes of this by-law shall mean notice deposited in the regular U.S. mails, postage prepaid, and directed to the last known address of each committee member entitled to notice.
At such time as the International Board shall appoint a full or a part-time paid administrator, said administrator shall be under the direction and control of the Executive Committee.
At such time as the International
Board shall appoint any committees other than the Executive Committee, such
other committees shall be under the direction and control of the Executive Committee.
The Executive Committee shall have the authority to temporarily replace an At
Large Director who can not or will not fulfill their obligations, until such
time that the International Board can act on the matter.
16. COMPENSATION: Directors, as such, shall not receive any stated salary for their services, but, by resolution of the International Board, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; providing that nothing herein shall be construed to preclude any director from serving the corporation any other capacity and receiving compensation therefor.
ARTICLE III OFFICERS
1. QUALIFICATIONS, AUTHORITY AND ELECTION: The officers of the corporation shall
be a president, vice-president, a secretary and a treasurer and such other officers
as the International Board shall from time to time deem advisable. The International
Board shall fix the power and authority of any officer not specifically provided
for herein. All officers must be members of the International Board, in addition
the office of President and Vice President must be At-Large Members of the International
Board. Any two (2) or more offices may be held by the same person at the same time.
The officers shall be elected by the International Board and hold their offices until
the next succeeding Annual Meeting of the corporation and thereafter until their
successors have been elected and shall have qualified unless sooner replaced. Any
officer may be removed at any time in the same manner as the provisions for removal
of directors, except that Regional Vice Presidents shall, for purposes of this by-law,
be removed and replaced in the same manner as At Large Directors. In the case of
the death, disqualification, absence or inability to act of any officer of the corporation,
the International Board may delegate, for the time being, the powers and duties,
or any of them, of any officer to any other director.
2. PRESIDENT: The president shall be the chief executive officer, preside at all meetings of the International Board and at the Annual Meeting of the corporation, have general and active management of the business of the corporation, under the supervision and direction of the International Board, and shall see that all orders and resolutions of the Board are carried into effect. All such orders and resolutions must be reported on and evidenced by the president at the next following Board of Directors meeting or as stipulated in the motion.
3. VICE -PRESIDENT: In the case of the death, disqualification, absence or incapacity
of the president, the vice-president shall first have all the powers and perform
all the duties of the president and, at all other times, shall have such of the powers
and perform such of the duties of the president as the International Board may from
time to time determine.
4. SECRETARY: The secretary shall attend all meeting of the International Board and
the Annual Meeting of the corporation and record all votes and minutes of all such
proceedings in a book to be kept for that purpose; shall keep the membership records
of the corporation; shall give or cause to be given notice, of all meetings of the
International Board and of the Annual Meeting of the corporation; and shall perform
such other duties as may from time to time be prescribed by the Board or by the president,
under whose supervision (s)he shall be.
To make the International Administrative Secretary a permanent member of the
International Board, with all rights and privileges of an At-Large Director.
5. TREASURER: The treasurer shall have the care and custody of the corporate funds
and securities and shall disburse the funds of the corporation as may be ordered
from time to time by the International Board. (S)he shall keep full and accurate
records of receipts and disbursements in a book to be kept for that purpose and shall
deposit all monies, securities, or other valuable effects of the corporation in such
depositories as may be designated from time to time by the Board. Except to the extent
that other persons may be authorized by the Board to do so, (s)he shall make, execute,
and endorse all checks and other commercial paper on behalf of the corporation. (S)he
shall report the financial condition of the corporation at the Annual Meeting of
the corporation or at any other time as required by the Board and shall perform such
other duties as may from time to time be prescribed by the Board.
6. PAST PRESIDENTS-EX-OFFICIO MEMBERS: All Past Presidents of Muskies, Inc. International
Board shall become ex-officio members of the Muskies, Inc. International Board for
life, so long as they are members in good standing. The Past Presidents shall have
the right to sit with the Board of Directors at all regular and special meetings,
including executive sessions thereof, with voice and vote. The Past Presidents shall
perform such acts and duties as may be specifically delegated to them by these By-laws,
or by the President, the Executive Committee or the Board of Directors. By-Law
Amendment dated 4-10-99
To Grant all rights and responsibilities of At-Large Director to Past Presidents,
including the right to hold any International Office.
ARTICLE IV CREATION OF CHAPTERS
1. CREATION: The International Board shall have the power to create chapters of the corporation in any state of the United States or in any foreign country. All such chapters shall be created by the issuance of a charter from the International Board except that those entities currently operating as chapters without benefit of a charter shall continue to so operate and shall be given the full power and authority of a chapter operating under charter, but such chapters must comply with all the requirements of a chapter under benefit of a charter if and when such a charter is issued to such a chapter.
2. PURPOSE: The purpose of each chapter shall be to assist the corporation in fulfilling its purposes.
3. CONTROL: Each chapter, whether under charter or not, shall be under the control
of the International Board and such chapter shall comply with all Board orders and
requests as shall from time to time be addressed to such chapter. The chapter will
operate under the rules defined in the Bylaws of the Chapter of Muskies, Inc., the
bylaws of Muskies, Inc., and the Chapter Charter."
4. NAME: In conducting any authorized activities, each chapter, whether under charter
or not, shall be permitted to use the name "Muskies, Inc."
5. DISSOLUTION, TERMINATION, SUSPENSION, & PROBATION
A. DISSOLUTION: Any chapter may resign from the corporation by reason of dissolution or other reasons, provided that all financial obligations of the chapter have been fulfilled. In the event of the dissolution of any chapter, notice of such dissolution shall be given to the International Board, together with all remaining funds and properties of such chapter. Dissolution shall not become effective until voted upon by the International Board.
B. TERMINATION: Any chapter which does not conform to the accepted standards of conduct,
as determined by the International Board, may have its charter and right to operate
as a chapter terminated by the International Board. In the event of a termination,
the chapter shall cease to exist and the charter issued to it may, at the Board's
discretion, be reissued to form another chapter.
C. SUSPENSION: Any chapter which does not conform to the accepted standards of conduct,
as determined by the International Board, may have its chapter and right to operate
as a chapter suspended by the International Board. In the event of a suspension,
the chapter shall continue to exist, but shall, for the period of suspension, have
no power or authority to carry on any corporate activities or to take any action
on behalf of the corporation.
D. PROBATION: Any chapter which does not conform to the accepted standards of conduct,
as determined by the International Board, may be placed on probation by the International
Board. In the event of probation the chapter shall continue to exist and act as a
chapter with all the rights and privileges of membership, but shall send copies of
minutes and reports on all meeting and activities to a liaison appointed by the executive
committee.
E. PROCEDURE: Only the board of directors shall have the power to terminate a chapter
and a 2/3 vote of those voting shall be required. The executive committee shall have
the power to suspend or place a chapter on probation and a 2/3 vote shall be required.
The suspension or probation shall last until the next scheduled International Board
meeting, at which time the board can elect to continue the suspension or probation
(by 2/3 vote) or overrule the decision of the executive committee. A majority vote
by the International Board shall be required to lift the probation or suspension
of a chapter. In either case, before any termination, suspension, or probation the
executive committee or the Board, as the case may be, shall allow the regional Vice-President
elected by the chapter affected a reasonable length of time in which to investigate
the chapters activities leading to termination, suspension, or probation prior to
taking action. No chapter shall be terminated, suspended, or placed on probation
unless the Board or executive committee, as the case may be, shall have sent notice
to the last-reported president of said chapter specifying the reasons for the action
at least thirty (30) days prior to such termination, suspension, or probation. Notice
for the purpose of this bylaw shall mean notice by certified mail, postage paid,
addressed to the last reported President of the affected chapter. The chapter affected
by a termination, suspension, or probation shall have the right to appeal the decision
of the executive committee or of the Board at the next regular meeting of the Board,
if the affected chapter files such appeal, in writing, with the International Board
at least ten (10) days prior to such meeting.
F. CHAPTER FUNDS: Upon dissolution, termination, or suspension all chapter funds
and properties shall be immediately returned to the International along with a summary
of income and expenses incurred by the chapter in the current calendar year. The
International shall place the funds in an Interest Bearing Escrow account and retain
the deed to all properties. The International treasure shall conduct the financial
matters relating to the properties in the best interest of Muskies, Inc.
In the case of suspension, all funds, including accrued interest, and properties shall and properties shall be returned to the chapter immediately upon the lifting of the suspension by the International Board.
In the case of dissolution, all funds, including accrued interest shall after a period of one (1) year, be given to the Gil Hamm Memorial Fund. The properties received will be deeded to or sold and the funds received transferred to the Gil Hamm Memorial fund after the one (1) year period. If a new chapter forms in the same geographical area and that chapter is chartered by the International Board within the one (1) year period the funds and properties may, by decision of the Board of Directors, be given to the new chapter.
In the case of termination, all funds including accrued interest shall, after a period of two (2) years, be returned to the fishery in the area of the terminated chapter. The distribution of the funds will be administered by a committee comprised of three (3) members of the research committee and three (3) past chapter officers, who are members in good standing of M.I. If a new chapter serving the same geographical area is chartered by the International Board or if an existing chapter in a coincident geographical area agrees to accept the membership and serve the area of the terminated chapter and is approved by the International Board within the two (2) year period the funds and properties may by decision of the International Board of Directors be given to the new or existing chapter.
G. DEFINITION OF STANDARDS OF CONDUCT: Standards of conduct shall mean existing federal
and state law as well as the purposes, by-laws, and policy guidelines of Muskies,
Inc.
ARTICLE V MISCELLANEOUS
1. NOTICE: Whenever the word "notice" appears in these by-laws, unless the context specifically requires otherwise, notice shall mean publication in the official newsletter of the corporation at least once prior to the act for which notice is required. Whenever any notice is required to be given under any provision of these by-laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after such time stated therein, shall be equivalent to notice.
2. AMENDMENTS: These by-laws may be altered or amended by the International Board
to the full extent permitted by law, in the following manners:
A. At any meeting of the International Board upon a vote of two-thirds (2/3) of the Directors present, and a concurrence of legal counsel.
B. At any other time upon a written vote of two-thirds (2/3) of all Directors after
the following procedures have been completed:
1. Any proposed change in these by-laws must be submitted to the International executive committee only by a Director on his/her own behalf or by the request of any Chapter through its president to any Director. Any such submission must contain a description of the area of the by-laws to be amended and a written text of the proposed amendment. A statement of the purpose of the proposed amendment must also be included.
2. Upon receipt of a proposed amendment, the executive committee shall have forty-five
(45) days to refer the amendment to legal counsel for findings.
3. Upon receipt from the executive committee, legal counsel shall have thirty (30) days to submit findings to the executive committee.
4. Upon receipt from legal counsel, the executive committee shall have
forty-five (45) days to notify either the initiating Director or the
initiating Chapter of the findings and any recommendations.
5. The initiating Chapter or Director shall then decide whether to resubmit
the proposed amendment with or without revisions. Resubmission must
be made only through any Director to the Executive Committee.
6. When the executive committee has received a proposed amendment which
is in a form acceptable to legal counsel, it shall be submitted to all
Directors within thirty (30) days along with any comments deemed appropriate.
7. Directors shall have forty-five (45) days to return their vote.
8.A proposed amendment will become effective upon a satisfactory vote and when notification has been published in the official newsletter of the corporation.
C. Notwithstanding any other provision of this section, any proposed amendment or alteration to these by-laws must be submitted to all Directors eligible to vote, in essentially final form, for their consideration, at least forty-five (45) days prior to the final vote, and further must be debated by the International Board in meeting convened prior to the final vote.
D. In the absence of a written rule governing debates and procedures, the Muskies, Inc. Association and it's Chapters shall be governed by "Demeter's Manual of Parliamentary Law and Procedures" (Blue Book Edition).
ARTICLE VI FUNDS CREATION OF FOUNDATIONS
1. GENERAL: Muskies, Inc. shall, from time to time, establish Tax-Exempt Foundations (Funds) to pursue the goals of the organization. The power to create, operate, and dissolve these funds shall rest only in the International Board of Directors. All such funds and their "Statements of Purpose" shall become a permanent part of the Muskies, Inc. By-Laws and be subject to the amendment provisions therein.
2. CREATION: The International Board of Directors can create foundations by two-thirds
(2/3) vote at any regularly scheduled board meeting. The creation of a fund shall
entail the following:
A. Adoption of a specific name for the fund.
B. A complete "Statement of Purpose" (governing instrument) for which the fund is established shall be adopted. This document shall include the appropriate language, required for foundations, by the Internal Revenue Service. Presently code sections: 4941, 4942, 4943, 4944, and 4945 apply.
C. A "Managing" Committee shall be established to manage the capital of the fund and to generate new capital through donations and other fund raising projects. The committee shall consist of, at a minimum, the International Treasurer, the International President, and a committee chair from the Board of Directors.
D. A "Review/Use Committee shall be established with a minimum of three members. Its purpose shall be to fulfill the "Statement of Purpose" of the fund by reviewing programs that are submitted to the committee and recommending or rejecting financial support for such programs.
3. OPERATIONS: The Managing Committee
shall:
A. Maintain complete financial records
and report to the membership twice a year.
4. USE: The Review/Use Committee shall
generally serve as the spokesperson for the fund and shall:
A. Market the fund to the membership
and the public. 5. DISSOLUTION: Only the International
Board of Directors shall have the power to dissolve a fund. The dissolution must
be by By-Law Amendment. The assets of the dissolved fund will be distributed at the
direction of the Board of Directors by a two-thirds (2/3) vote. 6. FOUNDATIONS The Gil Hamm Memorial Fund.
B. Invest the capital of the fund in such a way as to preserve the principal and
earn appropriate interest income.
C. Solicit donations from corporations, individuals, and government or private agencies.
D. Organize and run Fund-Raising events among the membership and the public to increase
the assets of the fund.
B. Actively seek out programs deserving of financial support by the fund.
C. Review and evaluate projects for merit and need and report directly to the International
Board of Directors for action.
D. Administer the distribution of funds as directed by the International Board of
Directors.
E. Only the International Board of Directors, by majority vote, shall have the power
to authorize the distribution of the funds assets.
1. STATEMENT OF PURPOSE: The Gil Hamm Memorial fund is established to fund worthy
research programs involved in the Muskellunge fishery. The fund principle shall remain
intact and only earned interest shall be available for distribution to programs recommended
by the Research Committee and approved by the International Board of Directors. The
fund shall comply with all relevant sections of the code of the Internal Revenue
Service.
2. MANAGING COMMITTEE: The Managing Committee shall be the Gil Hamm Memorial Fund
Committee.
3. REVIEW/USE COMMITTEE: The Review and Use Committee shall be the Research Committee
of Muskies, Inc.