Lake Pend Oreille Angler’s Club
ARTICLE I NAME AND PURPOSE
1.1 The name of this non-profit society shall be the Lake Pend Oreille Angler’s Club.
1.2 The purpose of the Lake Pend Oreille Angler’s Club is to protect and enhance Lake Pend Oreille.
ARTICLE II DUES AND ASSESSMENTS
2.1 Dues are payable on January 1st of each New Year. After December 31st, those previous year members that have not paid are not counted as current year members until dues are received and therefore do not have any membership rights such as but not limited to; voting rights, website use, members derbies, newsletters, etc.
Annual dues, special assessments, when recommended by the Board of Directors, may be levied or changed by a majority vote of membership present at a regularly constituted business meeting when at least thirty (30) days written notice is given to the membership regarding such proposed change in dues or levying of an assessment.
ARTICLE III MEMBERSHIP
3.1 CLASSES OF MEMBERSHIP
Corporate (3 members)
Silver Corporate (4 members)
3.2 FEES FOR MEMBERSHIPS
See Appendix #1 for current membership fees
3.3 QUALIFICATION FOR MEMBERSHIP
Members shall be persons of responsibility, integrity, sound moral character and in the opinion of the Board of Directors, their membership shall be in the best interest of the Lake Pend Oreille Angler’s Club.
3.4 Adult members of the Lake Pend Oreille Angler’s Club shall be members 18 years of age or over and have paid membership dues current.
3.5 Each adult member of the Lake Pend Oreille Angler’s Club shall have the right to vote on any issue brought before the club at regular club meetings and attendance is required to vote. Each adult member of the Lake Pend Oreille Angler’s Club shall be eligible to vote in elections as described in Section 5.2 and may hold any office of the Lake Pend Oreille Angler’s Club after fulfilling the eligibility requirements of Section 6.2.
ARTICLE IV GENERAL POWERS, OFFICERS AND DIRECTORS
4.1 GENERAL POWERS
a. Subject to the limitations of the Articles of Incorporation of the By-laws and the laws of the State of Idaho as to action to be
authorized or approved by the members, all corporate process shall be exercised by or under authority of, the business and officers of
Lake Pend Oreille Angler’s Club shall be controlled by the Board of Directors.
b. The Board of Directors will have the right, power and authority to create, from its membership, any committee, or committees, as may be
deemed necessary and advisable to promote and accomplish the purpose and objectives of the club.
c. The Board of Directors will have the right, power and authority to grant under said committees all rights, powers and authority
possessed by said Board of Directors.
d. At meetings of the Board of Directors, all members except the President thereof shall have an equal vote in the transaction of
business, provided, however, in the event of a tie of the Directors; the President shall cast the breaking vote. Meetings are defined as
at a place in person. Proxy and telephone votes are not allowed.
The term for officers shall be one year. The term for Directors shall be three years. The elected officers of the Association shall be the President, Vice President, Secretary, and Treasurer. In addition, there will not be less than five and not more than ten non-officer directors that shall include the Past President. The elected officers and directors must be members in good standing of the Lake Pend Oreille Angler’s Club and shall constitute the Board of Directors of the club. The Board of Directors shall appoint other officers and committee chairmen as necessary. Directors may serve as committee chairmen and are expected to serve on at least two committees.
4.3 REMOVAL AND RESIGNATION OF OFFICERS
a. Any member of the Board of Directors may be removed from office by a two-thirds vote of the membership present at any regular constituted
club meeting, provided that written notice of such action shall be distributed to the membership at least ten (10) days prior to the
meeting and provided that such action shall have been introduced as a motion at a previous regular meeting. However, the failure of any
officer or director to attend at least 35% of the General Meetings or at least 35% of the scheduled Board Meetings, or four consecutives
General or four consecutive Board meetings, within one calendar year shall be construed as a resignation of that officer and the
officer/director shall, by written notice (or e-mail), be removed without advanced notice, motion, or vote. Any officer appointed by the
Board of Directors may be removed by a majority vote of the board.
b. Any member of the Board of Directors may resign by giving written notice to the Board of Directors or the President. Such resignation may
take effect at the date of receipt of such a notice or a later time specified therein.
4.4 VACANCIES IN THE BOARD OF DIRECTORS
In the event of a vacancy in the office of the President of the Lake Pend Oreille Angler’s Club, the Vice President shall become the President for the unexpired term. In the event of a vacancy in the office of Vice President, a successor from among the members of the Board of Directors may be elected by majority of the remaining members of the Board of Directors. In the event of a vacancy of any other member of the board, the vacancy may be filled by presidential appointment subject to the majority approval of the existing Board of Directors. The appointed Board Member shall hold office until the replaced Board Member’s term expires unless removed prior to the end of term by the Board of Directors as described in 4.3a.
The President shall be the Chief Executive Officer of the Association and subject to the control of the Board of Directors. The President shall preside at all meetings of the Association and the Board of Directors. He shall preside at all meetings of the Association and the Board of Directors. He shall, with the Treasurer, sign all written contracts authorized by the Board of Directors and have the general powers and duties of management usually vested in the office of the President of the club. He shall have other duties as may be prescribed by the Board of Directors or the By-laws. He shall have a vote only in the case of a tie.
4.6 VICE PRESIDENT
In the absence or disability of the President, the Vice President shall perform the duties of the President and when so acting shall have all powers and shall be subject to all the restrictions of the President. The Vice President shall have other powers and perform other duties as may be prescribed by the Board of Directors.
The Secretary shall keep or cause to be kept, at a principal office or such other place as the Board of Directors may order, a book of minutes of all meetings of the Lake Pend Oreille Angler’s Club and of the Board of Directors including the time and place of holding, whether regular, or closed, how authorized, the notice thereof given, the names of director’s present at the Director’s meeting and the proceedings thereof. The Secretary shall be responsible for correspondence, minutes of meetings and other documents. She/he shall be charged with their safekeeping. The Secretary shall give, or cause to be given, notice of the meetings of the Club and the Board of Directors, as required by the By-Laws and shall have other powers and perform other duties as may be prescribed by the Board of Directors or by the By-Laws.
The principal address of the Lake Pend Oreille Angler’s Club is PO Box 693, Bayview, Idaho 83803.
The Treasurer shall keep and maintain, adequate and correct accounts of the properties and business transactions of the club. The Treasurer shall deposit all moneys and other valuables in the name of and to the credit of, the Lake Pend Oreille Angler’s Club with such depositories as may be designated by the Board of Directors. The Treasurer shall sign all checks, drafts, notes of the club and shall pay all bills duly approved by the Board of Directors. It may be required that two signatures be on said above as approved by the Board of Directors. With the consent and approval of the Board of Directors, she/he shall have the right to delegate his powers and authority to certain committee chairmen when such committee business requires a separate accounting ledger from the club’s general accounts.
The Treasurer shall keep accounts of receipts, and expenditures that shall be open at reasonable hours for inspection by any member upon request.
Financial reports shall be made at each regular club meeting of the Board of Directors and at least annually to the membership. At the end of the Fiscal year, the books may be audited by a CPA appointed by the President.
The Treasurer shall have other powers and perform other duties as may be prescribed by the Board of Directors or by the By-Laws.
a. Treasurer Trustees – There will be two (2) Treasurer Trustees appointed to act as checks and balances for the Treasurer.
b. LPOAC elects to have two signatures on said above – checks, drafts, notes of the club that are duly approved by the Board of Directors.
4.9 BOARD OF DIRECTORS
The Board of Directors shall consist of officers and directors as described in 4.2 Officers”
The affairs of the Corporation shall be managed by the Board of Directors consisting of not less than six (6) or more than twelve (12) members. The Board of Directors shall be elected by the membership at an annual or special meeting. Any vacancy in the Board may be filled by appointment of the president as specified in Section 4.3 unless the Board falls below the required six members then the President shall be required to appoint as many officers/director’s necessary to maintain the minimum required members. No Officer or Director shall receive compensation for his or her service as a Member of the Board of Directors.
The Lake Pend Oreille Angler’s Club shall indemnify its officers, directors and volunteer members to the full extent permitted by applicable law as then in effect against liability arising out of a proceeding to which such individual became a party member because the individual is or was an officer, director or other volunteer of the Lake Pend Oreille Angler’s Club (LPOAC). The LPOAC shall always have in effect liability insurance to protect its Board of Directors any action taken on behalf of LPOAC or its members in furtherance of LPOAC business.
The LPOAC shall pay for expenses incurred by such a person who is party to a proceeding if all the following conditions are met.
a. The LPOAC is promptly notified in writing by the individual of such a proceeding and requests indemnification.
b. The LPOAC shall be entitled to participate in the proceeding at its own expense.
c. The Board of Directors has voted to indemnify the individual(s) by majority vote or the Board has voted to submit such request to an
independent legal counsel due to a conflict of interest.
d. The individual(s) has acted in good faith as described in Idaho Statute Standards of Conduct for Officers 30-3-85 and all applicable law.
Any determination that the Indemnitee is not entitled to indemnification and any failure to make the payments requested in an
Indemnification Statement, shall be subject to judicial review by any court of competent jurisdiction.
ARTICLE V MEETINGS
5.1 REGULAR AND SPECIAL MEETINGS
The regular meeting of the Lake Pend Oreille Angler’s Club shall be held the second Friday of each month for purpose of considering the affairs of the club and for transaction such other business as may properly be brought before the meeting.
Special meetings may be called by (a) the President or Board of Directors, or any two or more Directors, for conducting extraordinary business of the Lake Pend Oreille Angler’s Club; or (b) by executing a petition properly signed by twenty (20) adult members in good standing.
The date of the regular meeting may be changed by a majority vote of the Board of Directors.
The meeting shall be announced at least one meeting in advance.
a. Each adult member of the Lake Pend Oreille Angler’s Club in good standing shall have one vote and voting by “proxy” is not allowed.
Absentee ballots will be permitted for the election of Officers and the Lake Pend Oreille Angler’s Club Board of Directors.
b. Voting for Officers and Directors shall be as described in Article VI.
c. All votes cast by the Lake Pend Oreille Angler’s Club Board of Directors at either regular club meeting or Board of Director meetings
will be a recorded vote by name and shall be made part of the Secretaries minutes of that meeting. Issues requiring a vote of the Board
of Directors shall be listed and the vote reported by name on the Lake Pend Oreille Angler’s Club web site and in the Lake Pend Oreille
Angler’s Club newsletters. Also see Section 3.5 for rights to vote on issues.
5.3 MEETINGS OF THE BOARD OF DIRECTORS
Regular (regular defined as more than two weeks’ notice) meetings of the Board of Directors may be held at least every other month, in a place determined by the Board of Directors.
Regular and special meetings, (other than special closed meetings), shall be open meetings and members may attend such meetings.
Meetings of the Board of Directors shall normally be called by the President or under extraordinary circumstances may be called by two or more members of the Board of Directors.
Closed meetings of the Board of directors that shall be defined as those meetings where termination of membership or more sensitive subjects are being considered, may be called by the President. For the protection of individuals, attendance at closed meetings of the Board of Directors shall be limited to those concerned or paramount to the issue by the Board of directors.
A majority vote of officers and directors present will be required to transact business at all regular meetings of the Board of Directors. The President does not have a vote except to break a tie. Regular meetings do not have a requirement of the number of officers/directors attending however; special meetings (special defined as less than two weeks’ notice) require that a quorum consisting of majority of the voting officers/directors be present to transact business. It shall be the responsibility of the Secretary to notify all Board of Directors of the date of the Board meetings. In the case of a special meeting a RSVP shall be required to determine if a quorum can be achieved.
5.4 PARLIAMENTARY AUTHORITY
The rules contained in “Robert’s Rules of Order revised” shall govern meetings of the Association in all cases to which they are applicable, and cases which are not specifically addressed within the By-Laws When Robert’s Rules or Order are inconsistent with the By-Laws or special rules of order of the Lake Pend Oreille Angler’s Club the By-Laws shall supersede Robert’s Rules.
ARTICLE VI ELECTIONS
6.1 Eligibility to serve as an elected Officer or Board Member of the Lake Pend Oreille Angler’s Club will require the nominee to be a member in good standing who has attended at least six (6) regular club meetings or Board of Director meetings in the previous calendar year. A list of members meeting these eligibility requirements will be prepared and will be published on the Lake Pend Oreille Angler’s Club web site.
6.2 Nominations for the election held in July of each year must be submitted in writing by the (last) regular club meeting in February of each year. All nominations for Officers or Board Members will be reported on the Lake Pend Oreille Angler’s Club web site and in the Lake Pend Oreille Angler’s Club’s spring newsletter.
6.3 All members in good standing as of April 30th of each year will have the right to vote for the Officers and Board Members of the Lake Pend Oreille Angler’s Club. All ballots cast by absentee members must be received by the election committee no later than July 1st of each year.
6.4 All votes for Officers and Board Members of the Lake Pend Oreille Angler’s Club will be cast by written ballots provided to all club members prior to June 1st of each year. Members voting must list their membership number on their ballot or their ballot will be deemed illegal and shall not be counted.
6.5 In the case of a tie the current Board of Directors including the newly elected officers/directors shall break the tie by voting on the candidates whom have tied.
6.5 Installation of elected Officers and Board Members will take place at the regular meeting in August of each year.
ARTICLE VII STANDING COMMITTEES
7.1 Number of committees, other than basic committees listed below, shall be at the discretion of the Board of Directors.
7.2 Basic Committees are as follows:
1. Budget, Fiscal, Audit Committee
2. Membership Committee
3. Auction Committee
4. Media Committee
5. Sponsorship Committee
6. Spring Derby Committee
7. Fall Derby Committee
8. Members Derby
9. Election/Nomination Committee
10. Social Functions/Picnic Committee
11. Fundraiser Committee
7.3 COMMITTEE TERM OF OFFICE
The basic committee term of office is one year
7.4 COMMITTEE REPORTS
Committee reports are to be given at a regular meeting at least once a month or more as requested by the Board of Directors or the President.
ARTICLE VIII MEMBERSHIP DISRESPECT STANDARDS
8.1 Repercussion of Disrespect for members and other professionals such as Fish and Game.
Any member, Board member, or Officer to disrespect in a hostile or degrading manner of any such shall have consequences as follows:
a. First time offense – Verbal and written disciplinary.
b. Second time offense – Board meeting to be called. Action to be taken, second write up or removed and band from the LPOAC. To be voted
on by Board of Directors.
c. Third offense if permitted to stay from second offense, your rights will be revoked immediately from the Lake Pend Oreille Angler’s Club
and you will be asked to leave.
ARTICLE IX AMENDMENTS OF THE BY-LAWS
9.1 PROCEDURE FOR AMENDMENT
Any change in these By-Laws must be approved by two thirds (2/3) vote at a regular meeting. However, a requirement that notice be given by submitting the amendment at the previous meeting in advance of the one it is to be voted upon.
9.2 The Board of Directors shall determine the manner (either oral or written) that a proposed amendment will be presented. Submission of any amendment to these By-Laws must contain the exact wording of the amendment to be presented.
9.3 The word “amend” covers any change, whether a word or a paragraph is to be added, struck out, or replaced or whether a new set of Articles is to be substituted for the old ones.
FEES FOR MEMBERSHIPS
Corporate (includes 3 members) $100.00 (includes business name in newsletters).
Silver Corporate (includes 4 members) $500.00 (includes business card ad in newsletter and business name on webpage and FB).
Adult $ 30.00
WE THE UNDERSIGNED BOARD OF DIRECTORS DO HEREBY AGREE TO THE ABOVE BY-LAWS.
Dated this 28th day of November 2017
Calvin Nolan: President
Jeff Laybourne: Vice President
Secretary: Dawn Nolan / Aimee McCorkle
Treasurer: Esau Clauson
Treasurer Trustee: Marty Jones
Treasurer Trustee: Dawn Nolan
Board Members starting January 2018
1. Dave Aggen – Board Member
2. Stephen Johnson – Board Member
3. Scott Neer – Board Member
4. Ricky McCorkle – Board Member
5. Randy Whittman – Board Member
6. Gary Beitey – Board Member
7. Scott Chamberlain – Board Member
8. Rick Gillmar – Board Member
9. Doug Sheldon – Board Member
10. Julie Hanson – Board Member
11. Eric Marvin – Board Member
12. Bob Wiley – Board Member
©2018 Lake Pend Oreille Angler’s Club