By-Laws of the
Kitsap Poggie Club
(A non-profit Corporation)
Article I – Name
The name of the organization shall be Kitsap Poggie Club, herein after referred to as the Club.
Article II – Objectives
The objectives of the Kitsap Poggie Club are hereby defined and declared as follows:
- Protect, propagate, and increase fish populations, and to improve their habitat.
- Aid in the enactment of laws for the protection and restoration of wildlife, forests, marshes, streams, and lakes, and to promote the observance of such laws.
- Create and foster public sentiment in favor of the protection and restoration of wildlife, forests, marshes, streams, lakes, Puget Sound and all salmon, and bottom fish habitats.
- Promote sportsmanship and proper respect for the rights of landowners.
- Cooperate with all associations or agencies having similar objectives.
- Foster the education of the youth of Washington supporting these objectives.
- Participate in any Club approved undertaking, of any description, whether national, state or private.
Article III – Membership
Section 1: Membership shall be classified as Regular, Life, Honorary, business/organization membership. Good standing in the club comes with payment of dues and a willingness to participate in the club objectives.
Section 2: Membership is not limited but dependent on the payment of dues, and supporting the objectives, stated in Article II. Each voting member in good standing is entitled to one vote.
Section 3: All the immediate family members of a household above the age of 14 and in good standing are entitled to one vote.
Section 4: Membership fees and dues shall be as prescribed by the Board of Directors, and as approved by a majority vote of members present at the January meeting.
Section 5: Any member failing to meet their dues or other indebtedness to the club after April 30th shall cease to be a member and his/her name shall be dropped from the rolls. Only members in good standing may vote.
Section 6: The Club may suspend or expel any member by two-thirds majority vote of the members present at any regular meeting of the Club, or any special meeting called for the purpose, upon receiving evidence of said member committing acts inconsistent with the by-laws and objectives of the Club. Said member must be given due notice of the Club’s intent to suspend or expel for the alleged charge(s) leveled against him/her, and an opportunity for defense of said charges. Notice shall be written and signed by the Club President.
Section 7: Honorary members are persons honored for their contributions to the objectives of the club. They will not be required to pay dues and they will not have voting privileges. They are selected by a unanimous vote of the Board of Directors.
Section 8: Life members are members who have been awarded life status by payment of a Board of Directors established life membership fee. They are then no longer required to pay dues but shall be entitled to voting privileges.
Section 9: Business and Organization Membership may be offered to businesses and organizations that support the objectives of Section II and may mutually benefit by membership. A business or organization membership may supply a name to be their family representatives in club activities. Dues, membership fees, voting privileges and benefit level shall be as set by the Board of Directors and reviewed annually.
Article IV – Management of the Club
Section 1. The management of the Club shall be entrusted to a Board of Directors consisting of the officers and directors as provided within this document. All Officers, Directors and Associate Directors shall have a vote.
Section 2. Decisions by the Board of Directors shall pass by a majority vote of a voting Quorum of Board Members and Elected Officers present or by written proxy. A quorum is hereby defined as greater than 50% of the Board Members and Elected Officers being present or having provided by official correspondence a proxy to a board member.
Article V – Officers
Section 1: The officers of the Club shall be as follows: President, Vice-President, 2nd Vice President, Secretary, Treasurer, and Game Warden (Sergeant at Arms). The same person may hold the office of Secretary and Treasurer, and if so, becomes the office of Secretary Treasurer.
Section 2: Terms of Office: The President is elected for a two-year term and may stand for reelection one additional two-year term. Upon initial implementation of these bylaws a first and second Vice President are elected.
Section 3: Nomination of Officers and Board Members: A nominating committee made up of a past president, an elected officer, two board members and three volunteer members. Shall form in November of any year elections are to be held. The Nominating Committee shall in November determine if a first term President wishes to stand for a second term. If the first term president answers in the affirmative the Nominating Committee shall announce at the Annual Christmas Party their recommendation that the President be affirmed by voice affirmation for a second term. If the standing President is completing a second term or does not desire a second term, or fails to receive a voice affirmation, a Vice President shall ascend to the Presidency at the Annual Christmas Party. The nominating committee will now seek and report nominations for second vice president, other elected officers and board members as required. The nominating committee shall report these nominations at the January general meeting and ask for any floor nominations. Nominations will then be closed and shall be voted on at the February general meeting and installed immediately.
Section 4: Resignation of Officers or Board members in good standing may be accepted by a 51% majority vote of the members present at any regular meeting after notice in writing has been given by official correspondence to the secretary. Failure to accept a resignation requires a board statement of requirements to be met to accept an amicable resignation.
Article VI – Duties of Officers
Section 1: The President shall appoint chairpersons of the Standing Committees, and Associate Directors authorized by these By-Laws. The President, or in his absence the Vice-President, shall preside at all regular or special meetings of the Club or Board of Directors. He/she will cast the deciding vote in cases of a tie and perform such duties as are usually incident to the office. The President shall have the power to appoint ad hoc committee chairs or other administrative positions if necessary, providing written duties and objectives are provided to serve the President and Club Objectives. The President, and all other officers shall serve without salary. The President may cause any officer or director to forfeit his/her office without notice and hearing who misses three consecutive board meetings unless excused by the President and shall have the power to appoint a replacement until a special or regular election is held.
Section 2: The Vice-Presidents shall perform the duties of President in the event of the President’s absence. Should the position of President become vacant for any reason during a presidential term, the Vice-President shall fulfill the term until a regular or special election occurs. In the absence of both the President and Vice President, and all elected officers, at any meeting of the Club or Board of Directors, any member may be elected to preside over that meeting by a majority vote of those members present. That person shall have the same powers as the President for that meeting.
Section 3: The Secretary shall keep full and complete records of the proceedings at all General, Special and Board of Directors meetings. The Secretary shall preserve all records in books or other formats as specified by the Board of Directors. These records shall remain the property of the Club. The Secretary shall relinquish such books and records to his/her successor within (30) days after the election of such successor.
Section 4: The Treasurer shall keep a roll of all members, collect all dues, have in his/her custody all moneys of the Club secured in Club Accounts, and pay all bills, claims, or rewards, but only on warrants approved by the Board of directors. The Treasurer shall have at his/her disposal $100 per month for essential spending as needed for club business. He/she shall keep an accurate account of all receipts and disbursements and exhibit a full statement of the financial affairs of the Club at each regular meeting, or to the Board of Directors at their request. Only the President, Vice-President and Treasurer may have access to the Club accounts except that an exception can be made by the Board in cases of absence by any two of those three. The Treasurer shall provide his/her successor, within 30 days after election of such successor, a complete and correct financial statement together with all funds, books and records pertaining to the office.
Section 5: The Game Warden shall oversee conduct and tradition of the meetings. He/she may at any time, during a meeting assess members for fines, not to exceed $0.25. All donations shall be voluntary. The Game Warden shall maintain membership attendance records of all meetings, announce presence of a voting quorum at board meetings, provide membership cards to all members, and manage all Club sanctioned marketing material.
Article VII – Board of Directors
Section 1: The Board of Directors shall consist of six elected directors who are elected for three-year terms on a spread two-year election cycle, and the past President (Chief Poggie) who shall serve for a two-year term. At the conclusion of the past president’s term, there shall be an election to fill the position until the next Chief Poggie election is held. If the current President is re-elected, the past president position shall be filled by an election for a two-year term.
Section 2: Associate Directors may be appointed, not to exceed 4 in number, by the President with a majority approval by the Board of Directors. Associate Directors shall have voting positions on the Board and shall serve at the pleasure of the President and Board.
Section 3: The Board of Directors shall have control and management of the property affairs of the Club.
Section 4: The Board of Directors shall have full power to suspend or expel any officer or member of the Board of Directors upon receiving evidence of the unfaithful discharge of his/her duties, and after due notice of the charges and the opportunity for defense has been given the accused. Said board shall have the power to fill any vacancy occasioned by such suspension or expulsion until a special election can be held to fill the remaining term.
Section 5: The Board of Directors shall prescribe rules regulating the affairs of the Club consistent with these By-Laws, for the approval of the Club at the next regular meeting.
Section 6: The Board of Directors shall present the annual budget in the first quarter of each year.
Section 7: The Board of Directors shall have full power to fill any vacancies, which may occur for any reason. Such appointments shall be valid until a special election meeting is held to fill the remaining term.
Section 8: The Board of Directors shall have the Treasurer’s records audited in the first quarter of each year by an audit team of two or more members one of which can not be a board member.
Section 9: The Board of Directors may, at their discretion, require the Treasurer to furnish a bond as security for the faithful performance of his/her duties. The expense of such bond shall be paid by the Club.
Article VIII – Committees
Section 1: The President shall immediately upon his/her election appoint standing committee chairpersons. Standing committees shall be the Legislative Committee, the Communications Committee, the Derby Committee, the Community Services Committee, and the Social Activity Committee.
Section 2: Committee Chairpersons shall select committee members as needed for their objectives and maintain historical records of committee functions including plans of action, milestones, points of contact, and lessons learned.
Section 3: Committee Chairpersons shall submit budget information to the Board prior to the end of the fourth quarter of each year.
Section 4: The Legislative Committee shall work with WDFW and Federal, State, and Tribal entities on all matters consistent with the objectives of the Poggie Club.
Section 5: The Communications Committee shall consist of members serving as, but not limited to, Web Master, Newsletter Editor, and Facebook Manager, and shall manage such social communications media as desired by the President and Board.
Section 6: The Derby Committee shall consist of the members conducting and coordinating derbies as on the water sport and fund-raising activities.
Section 7: The Community Services Committee shall consist of members to lead and coordinate annual community service projects to include, but not be limited to, activities such as the Kids Fishing Party, Kitsap Water Festival, Salmon in the Classroom Program, Hatchery Assistance and Chico Creek Services.
Section 8: The Social Committee shall consist of members to lead and coordinate club social activities to include, but not limited to, a Summer Picnic and a Winter Party.
Section 9: Ad hoc committees may be appointed by the President for any purpose within the scope of the organization and such committees shall make oral reports at General, Board and Special meetings, at the request of the President.
Article IX – Meetings
Section 1: The regular club meetings shall be held monthly at a location, time and day as determined by the Board of Directors and officially communicated to the membership. The club shall conduct elections and installments during the February meeting in years when elections are to be held.
Section 2: The President may call special meetings of the Club, when he/she deems such a meeting necessary for the interest of the Club.
Section 3: The Board of Directors shall hold regular monthly meetings throughout the year.
Section 4: The President or a majority of the Board may call a special meeting of the Board.
Article X – Parliamentary Authority
The rules contained in the current edition of “Robert’s Rules of Order Newly Revised”, shall govern the Club in all cases to which they are applicable and in which they are consistent with these By-Laws and any special rules of order the Club may adopt.
Article XI – Official Communication
Facsimile, email, and written correspondence are acceptable forms of official correspondence for conducting club business.
Article XII – Amendment of By-Laws
These By-Laws may be amended at any regular meeting of the Club by a two thirds affirmative vote of attending members, providing the amendment has been officially corresponded to the membership by email 21 days prior or at a previous meeting.
Article XIII – Indemnification
Section 1: The Club shall indemnify any person made a party to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact the person is an elected, appointed, or volunteer member fulfilling duties of the club against judgments, penalties, fines, settlements and reasonable expenses, including attorney’s fees, actually incurred by such person in connection with such proceedings if:
- Such person conducted themselves in good faith, and
- In the case of criminal proceeding, such person had reasonable cause to believe their conduct was not unlawful.
Section 2. Liability Insurance: General liability insurance for the Kitsap Poggie Club shall always be approved by the Board of Directors and procured by the Treasurer to remain in effect.
XIV Dissolution of the Club
Section 1. Procedure. Thirty days advance notice shall be given at a general meeting and by email that dissolution will be discussed and voted on at a future general meeting. Kitsap Poggie Club shall be dissolved by a 2/3 vote of the membership present at that meeting.
Section 2. Distribution of Assets. Upon the dissolution of the Kitsap Poggie Club the Board of Directors, after paying or making provisions for the payment of all liabilities, distribute all assets to non-profits as selected by the Board of Directors in a manner consistent with Article II.