bylaws

Section 1. The name of this organization shall be the “Saco River Salmon Club”.

Section 2. In the event that the Saco River Salmon Club unites with any other organization, the name “Saco River Salmon Club” will remain as such, but may include the phrase “affiliated with” or otherwise to that effect.

Section 3. To be included as part of the name will be the slogan “Dedicated to Fisheries Restoration”.

Section 1. To restore a free running natural population of Atlantic Salmon to the Saco River watershed.

Section 2. To improve and maintain the natural environment of the Saco River for the benefit of all who use and enjoy it.

Section 3. To promote an atmosphere of sportsmanship and pride among those who use the Saco River for fishing and recreation.

Section 5. To operate a Hatchery and other programs to provide salmon fry/smolts to be stocked in the Saco River or its tributaries as part of the Restoration Program.

Section 6. To provide and promote programs and activities that promote education and camaraderie amongst anglers.

Section 1. This organization shall be a non-profit organization operated strictly for purposes specified in Article II.

Section 2. Officers and other Directors shall not receive any stated compensation for their services, except as follows:

A. The Board of Directors votes unanimously that a stated compensation is justified.

B. For reimbursement of expenses incurred in the performance of club duties, in which case, a receipt of said expenses must be presented to the Treasurer.

Section 3. No member shall be authorized to spend club monies unless so designated by the Board of Directors. Any of the Club’s Officers may authorize emergency expenditures, up to the amount of $150.00.

Section 4. This organization shall use its funds only to accomplish the purposes as specified in Article II. No part of said funds shall go for the benefit of nor be distributed to its members.

Section 5. There will be a special meeting annually for the presentation of awards and special recognition, so deemed by the Board of Directors.

Section 6. In the event of dissolution of this organization and after the discharge of all of it’s liabilities, the remaining assets shall be given to a non-profit organization, whose purposes and objectives are similar to this organization. Such organization is to be designated by a majority vote of the Board of Directors.

Section 1. The membership of this organization shall be composed of anyone who pays its membership dues and desires to join. All said members shall be voting members.

Section 2. Subject to the provisions of Section 1 above, there shall be seven classes of membership:

Section 3. The Board of Directors may grant an Honorary Membership to certain individuals or businesses in recognition of their services to the Atlantic Salmon Fisheries Program or this organization. Honorary Membership shall convey all voting rights and shall not entail any requirement for the payment of dues.

Section 4. Any member may be dropped for good and sufficient cause by a 2/3 vote of the membership present when such vote is taken, after said member has been given an opportunity to be heard.

Section 5. Members shall be entitled to vote on any matter submitted to membership for a vote. Proxy voting shall not be permitted.

Section 6. Unless otherwise specifically stated in these Bylaws, a majority vote of the members present shall be required before any action can be taken on any issue presented to the members.

Section 1. The annual dues for each member for the next calendar year shall be determined at a business/social meeting by the members present, after receiving the Board of Directors recommendation on the matter.

Section 2. The annual dues for a calendar year shall become due on January 1^st of that year. New members joining after June 30 will be assessed ½ of that year’s annual dues.

Section 3. Each member will be notified, by the Treasurer or Membership Committee, on or about January 1^st, that it is time to pay their dues. If after 3 months dues have not been paid, the Membership Committee will notify the member that if payment is not paid within two weeks, the member, without further notice or hearing, will be dropped from the rolls of this organization and thereupon forfeit all rights and privileges of membership.

Section 4. Members, who have been dropped for nonpayment of dues, may be reinstated upon reapplication for membership and payment of the annual dues.

Section 1. There shall be an Annual Banquet of the organization during the month of April for the installation of Officers, Directors and the presentation of awards.

A.   A Board of Directors meeting on the first Wednesday of each month.

B.     A Business/Social meeting on the third Wednesday of the month for the months of January, February, March, September, October and December. Other Business/Social meetings may be scheduled at the discretion of the Board of Directors.

C.     Members will receive a notice five (5) days prior to any Business/Social meeting requiring a vote on any actions, recommended by the Board of Directors. This notice shall detail the actions to be voted on.

D.    All Business/Board of Directors meetings shall be conducted in accordance with Robert’s Rules of Order.

E.     Election of Officers and Board of Directors shall be held at the Annual Business meeting prior to the Annual Banquet. An Annual Report on the Club’s finances and other activities shall be made available to all Club members.

Section 1. The Board of Directors shall be comprised of the elected officers (President, Vice President, Secretary and Treasurer) and a minimum of 5 and no more than 12 Voting Directors. Directors shall be elected at the Annual Meeting prior to the Annual Banquet. Election shall be by ballot and a majority of votes cast shall elect.

Section 2. The Board of Directors shall have supervision, control and direction of the affairs of the organization, shall determine its policies or changes therein, within the limits of the Bylaws and shall have the discretion in the disbursement of the organization’s funds.

Section 3. The Board may adopt such rules and regulations for the conduct of its business as may be deemed advisable and may, in the execution of the powers granted, appoint such agents as may be considered necessary.

Section 4. The Directors shall not be authorized to adopt resolutions or to establish positions in the name of the organization. Such matters shall be decided by a majority vote of members present at a Business meeting of the organization.

Section 5. The Board of Directors shall meet upon the call of the President at a time and place that he/she may designate. It may also meet upon demand of a majority of its members.

Section 6. A majority of the entire board shall constitute a quorum at any meeting of the board.

Section 7. Each member of the board shall be entitled to one vote. Proxy voting shall not be permitted.

Section 8. Each Voting Member of the Board of Directors shall be required to attend six board meetings per calendar year in order to maintain his/her voting rights.. Inability or unwillingness to attend the required number meetings may be justification for declaring the position vacant.

Section 9. A quorum is required at any Board of Directors meeting for the conduct of any official business involving the commitment of funds or other major decisions effecting the organization. An Honorary Director, in attendance at a Board Meeting, may be considered part of the quorum and vote in the event that there is a lack of quorum of Voting Directors.

Section 10. The members may elect Honorary Directors at the Annual Business Meeting. Honorary Directors will be voting members of the organization, but will be non-voting Directors except at noted in Section 9 in this Article. They may serve a one year term or until they wish to resign and do not need to comply with the attendance requirement of Voting Directors. Active Voting Directors may request to be changed to an Honorary Director status due to health or other circumstances that may prevent them from fulfilling their duties as a voting member of the Board of Directors.

Section 11. In the event of a vacancy on the board of Directors during May through April, the Board of Directors may nominate a replacement for election at the next Business Meeting of the membership.

Section 12. In the event of an emergency or other circumstance, any or all Board members may participate in a meeting of the Board by telephone or by any other means of communication so long as all Board members participating in the meeting can hear all other Board members and such participation shall constitute as presence in person at the meeting.

Section 1. The elected officers shall be a President, Vice-President, Secretary and Treasurer, each of whom shall be a regular member of the organization. The President and Vice-President must have at least three consecutive years as a regular member before accepting the respective position.

A. The elected officers shall be elected annually at the Business/Social Meeting prior to the Annual Banquet in April. Election shall be by ballot and a majority of the votes shall elect. Each elected officer shall take office at the first regular meeting following his/her election and shall serve for a term of one year or until his or her successor is duly elected and installed.

C. The Vice President shall fill a vacancy in the office of President automatically. A vacancy in the other officers shall be filled as the Board of Directors may decide.

Section 2. The President shall be the principle elected officer of the organization, shall preside at meetings of the organization and the Board of Directors. He/she shall have the right to vote on all committees except the Nominating Committee and the Finance Committee. The President shall also, at any time, communicate to the organization or the Board of Directors, such information or proposals that he/she may deem necessary or beneficial to the organization.

Section 3. The Vice President shall work with and cooperate with the President in the exercise of the powers and duties of the President and as the President may request from time to time. In the event of the President’s disability or absence, the Vice President shall perform the duties of the President.

Section 4. The Secretary shall give notice of and attend all Board of Director Meetings and Business Meetings of the organization and shall keep a record of all proceedings. The Secretary shall keep attendance records of Directors, Honorary Directors, and note other participants at a Board Meeting. The Secretary shall keep a record of Membership. The Secretary shall maintain the organization’s correspondence files and provide safekeeping for all important documents and records belonging to the organization. A proxy may be appointed by the President, if the Secretary is not present at any Executive Board or Business Meeting to take notes of the meeting.

Section 5. The Treasurer shall collect the annual dues and shall maintain a record of all sums received and expended for the use of the organization. The Treasurer shall make disbursements authorized by the organization or the Board of Directors. All sums received shall be deposited in a financial institution approved by the Board of Directors. Funds may be drawn only upon the signature of two officers unless otherwise stipulated by the Board of Directors. The Treasurer will make a report of the treasury at each Board of Directors meeting. The funds, books and vouchers shall, at all times, be subject to inspection and verification by the Board of Directors or members. The Treasurer shall submit an Annual Report of the Club’s financial transactions for the previous fiscal year.

Each of the following committees will give regular reports, if appropriate, at each of the Board meetings. Each committee, except the Nominating Committee, is an extension of the Board of Directors and shall not operate solely on its own without discussion and direction from the Directors.

A. Nominating Committee: At least 60 days before the annual election in March, the Board of Directors shall appoint a Nominating Committee of three to five members, not currently holding office, to nominate candidates for office in the upcoming election. The Committee shall notify the Secretary, in writing, at least fifteen days before the election, of the candidates that it proposes. The Secretary shall notify all members at least five (5) days before the Annual Election. At the annual election, members may nominate other members, if they so choose

B. Finance Committee: The Board of Directors shall appoint a Finance Committee, consisting of two or more members, who will monitor the Club’s finances, provide oversight of the financial records and assist the Treasurer in maintaining the Club’s financial records. It shall review the financial accounts of the organization after the close of the fiscal year. Its report shall be made available for the Annual Business Meeting.

C. Membership Committee: The Board of Directors shall appoint a Membership Committee of one or more members, who will be responsible for the tracking the payment of membership dues and maintaining contact with volunteers who are active in the club. The committee shall take appropriate action to notify Club members who have not paid their current dues and advise them of their termination of their membership for nonpayment of their dues. It will also send an acknowledgement of dues paid and any contributions made. The Membership Committee shall work closely with the Treasurer, Secretary and the Newsletter Editor.

D. Hatchery Committee: The Board of Directors shall appoint a Hatchery Committee to oversee the overall operation and maintenance of the Hatchery. The chairman of the Hatchery Committee will normally be the Hatchery Manager. Other subcommittees may be established to cover the various aspects of operation, maintenance and management. It shall also be responsible for coordinating the stocking of the fry and smolts in the Saco River and its tributaries and completing an annual report of hatchery activities and stocking by the end of July each year. This report shall be submitted to the Department Marine Resources Atlantic Salmon biologist to fulfill annual reporting requirements for stocking fish in Maine waters.

E. Banquet Committee: The Board of Directors shall appoint a Banquet Committee to plan and oversee the Annual Banquet.

The Board of Directors or the President may appoint other committees, as may be deemed necessary for the good of the organization.

All Committees shall provide an Annual Report of their activities, which will be presented to the Membership at the Annual Meeting.

These Bylaws may be amended, repealed or altered, in whole or in part, by a two thirds vote of the members present at a duly called meeting of the organization. The proposed amendments shall be discussed at the previous meeting prior to voting on the amendments. All members of the organization shall be notified at least five (5) days ahead of each meeting as to the purpose of the meeting.

These Bylaws were amended, voted on and adopted by the Membership at the Business Meeting held on October 21, 2009.