AMENDED AND RESTATED

BYLAWS OF THE PA STEELHEAD ASSOCIATION

A NOT-FOR-PROFIT CORPORATION

ARTICLE I – NAME

1.1 Corporate Name - The name of the Corporation shall be the “PA Steelhead Association,” (hereinafter referred to as the “Association”). 

ARTICLE II - PURPOSE AND OBJECTIVES

2.1 Purposes and Objectives - The purpose and objectives of the Association shall be to enhance and preserve the steelhead fishery in Pennsylvania including improving public access for steelhead fishing, encouraging private landowners to maintain public access for steelhead fishing, implementing stream enhancement and habitat improvement projects for steelhead, and assisting nonprofit organizations which operate nurseries for spawning or raising steelhead, or which acquire land or access easements for steelhead fishing, or which engage in activities which complement the purposes and activities of the PA Steelhead Association, all while (a) maintaining its corporate status under Pennsylvania law, and (b) maintaining its not-for-profit status under Section 501(c)(3) of the United States Internal Revenue Code or any successor provision.

ARTICLE III – MEMBERSHIP

3.1 Membership - The Association shall have members but no shareholders. The membership of the Association shall be open to any and all persons interested in the purposes and objectives of the Association.

3.2 Application for Membership - Application for membership in the Association shall be made in writing to the Treasurer of the Association and accompanied by payment of the annual dues.

3.3  Honorary/Complimentary Membership - The Board of Directors may extend honorary/complimentary memberships to any individual or group deemed worthy by the Board. Honorary/complimentary membership shall be extended in recognition of services rendered the Association or special contribution(s) to the aims and purposes of the Association.

3.4 Dues - The dues for the membership year shall be set by the Board of Directors.

3.5 Rights of Members - Each member shall be entitled to one vote at all meetings of the membership. To cast a vote, the individual must be in attendance at the membership meeting. Proxy or absentee votes are not permitted. All members shall be eligible to hold any office or directorship of the Association. No member is entitled to share in the distribution of the assets of the Association upon the dissolution of the Association.

3.6 Termination - Any member may be expelled from the Association for cause upon a 2/3 vote of all members present at a membership meeting. Notice in writing on the contemplated action shall be given to the member to be expelled at least 45 days prior to the Association membership meeting for such action for purposes of appeal.

3.7 Removal for Delinquency - Dues shall become delinquent 60 days after January 1, and any member who shall fail to pay these dues within the 60 days shall be automatically removed from the Association roster of members.

3.8 Reinstatement - Any member expelled from the Association may be reinstated by the majority vote of members at the membership meeting so designated for such reinstatement. Terms and conditions of reinstatement will be determined by the officers and directors.

ARTICLE IV – OFFICERS AND DIRECTORS

4.1 Number of Officers – The officers of the association shall consist of President, VicePresident, Secretary and Treasurer.

4.2 Number of Directors - The Board of Directors shall consist of the four (4) officers delineated in section 4.1 above and ten (l0) general Directors. From time to time the Board of Directors may increase or decrease the number of directors as it determines is necessary for the smooth operation of the Association and its functions. The membership shall approve, at a meeting of the members, any increase or decrease in the number of general directors.

4.3 Election of Officers and Directors - Nominations for the positions of the officers and for the positions on the board of directors which are to come due shall be made at the membership meeting immediately preceding the annual meeting of the membership in March. All nominations for elected offices will be kept open until the night of the elections. The officers and directors of the Association shall be elected by the members present, and voting at the annual meeting held in March of each election year. Members whose residence is outside of the local meeting place may submit official ballots by mail. Any candidate receiving a plurality of the legal voles cast (more votes than any other candidate) shall be elected. When there is only one candidate for an office or a slate consisting of one candidate for each office, there is no need for a ballot vote. Proxy votes shall not be permitted. The officers and directors elected at the annual meeting in March will assume their positions at the next meeting of the board or the membership, whichever occurs first.

4.4 Terms of Officers and Directors - The general directors will hold office for a term of two years except as hereinafter provided for filling vacancies. The general directors’ positions shall be staggered such that each year the term of one-half of the directors’ positions shall expire. All officers shall be elected for a term of one year.

4.5 Filling Vacant Officer and Director Position - Any officer, director or chairperson position not filled, or vacated during the term, may be filled by appointment by the President for the un-expired term, subject to the approval of the Board of Directors based upon plurality vote. 

4.6 Removal of Officer or Director by Members - Any officer or director may be removed from office for cause by a 2/3 vote of members at an authorized meeting. Notice in writing shall be given to the person to be removed at least 60 days prior to the designated meeting. The members may determine the adequacy of “just cause” on a case-by-case basis.

4.7 Removal of Officer or Director for Failure to Attend Meetings - Any officer or director who shall be absent without just cause from three consecutive membership meetings, shall be deemed to have resigned from their position. The officers and directors shall determine on a case-by-case basis the adequacy of “just cause.”

4.8 Resignation - Any officer or director may voluntarily resign at any time by giving written notice of such resignation to the Board of Directors.

4.9 Powers of the Board of Directors - All the Association powers, except such as are otherwise provided for in these bylaws an in the laws of the Commonwealth of Pennsylvania, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Association, such powers as they see fit.

4.10 President - The President shall preside at all meetings of the Association and the Board of Directors, and at all general meetings when the President’s presence is required. The President shall, in general, perform the duties usually associated, with the office of President. The President shall appoint the chairperson of all committees with the advice and approval of the Board of Directors. The President may appoint special committees as required. The President shall be a member by ex officio of all committees. The President cannot propose motions or nominate candidates for office. The President may exercise the right to vote at meetings only when one or more vote could alter the outcome of the issue at hand. If a ballot vote results in a deadlock tie, the President can vote a second time to break the tie.

4.11 Vice-President - The Vice-President shall aid the President in the performance of the President’s duties and in case of absence of the President shall preside at the meetings of the Association and Board of Directors. In the event that the President shall be unable to serve out his or her term, the Vice-President shall succeed to that position until the next regular election. The Vice-President shall supervise directly or indirectly the work of the various committees, and make regular progress reports at the Board of Directors meetings. The Vice-President shall undertake such other responsibilities as may be assigned by the President and/or the Board of Directors.

4.12 Secretary - It shall be the duty of the Secretary to give due notice of all meetings to the membership, to keep minutes of all meetings and to take care of all correspondence. In general, the Secretary shall perform all duties incident to the office of Secretary of a fraternal organization. The Secretary shall have other duties as may be assigned by the President and/or the Board of Directors.

4.13 Treasurer - It shall be the duly of the Treasurer to collect all fees, dues and monies owing to or belonging to the Association; to deposit or cause to be deposited in the name of the Association all monies or valuable effects in Banks, Trust Companies or other depositories as shall from time to time be selected by the Board of Directors; to keep accounts in such order that they will be subject to annual audit to be presented to the membership when available; and to be responsible for the payment of bills. In general, the Treasurer shall perform all the duties ordinarily incident to the office of Treasurer of a Corporation and such other duties as may be assigned by the President or by the Board of Directors.

4.14 Dividends and Salaries - No dividends or salaries shall be paid and no part of the income of the Association shall be distributed to its members including Directors and Officers.

ARTICLE V – MEETINGS OF THE BOARD OF DIRECTORS

5.1 Time and Place - At least quarterly there shall be a meeting of the Board of Directors to be held in the Commonwealth of Pennsylvania at a place to be determined by the Board of Directors. Other meetings of the Board may be called by the President or a majority of the members of the Board.

5.2 Notice of Meeting - Written notice stating place, day, hour, and other pertinent details of the quarterly meetings, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered prior to the meeting through the Association newsletter or any other form of communication decided upon by the Board of Directors.

5.3 Quorum- A quorum shall consist of the majority (more than fifty (50) percent) of the total number of Board of Directors. Until a quorum is present, the board cannot act on behalf of the Association.

5.4 Manner of Voting - Voting on any motion shall be via voice or raising hands unless the presiding officer shall order or any director present shall demand that voting be by ballot. Absentee or proxy votes are not permitted for any vote. Each member of the Board of Directors shall be entitled to one vote.

ARTICLE VI – MEETINGS OF MEMBERS

6.1 Annual Meeting - The Annual Meeting of the Association shall be held during the month of March of each year, or such other month as may be determined by the Board of Directors. The election of Officers and Directors shall be held at the Annual Meeting.

6.2 Special Meetings - Special meetings of the Association may be called by the President or Vice-President.

6.3 Place of Meetings - Regular meetings of the Association shall be held in the Commonwealth of Pennsylvania as determined by the Board of Directors.

6.4 Notice of Meetings - Written notice stating the place, day, hour and other pertinent details of the monthly meetings, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered prior to the meeting through the Association newsletter or any other form of communication decided upon by the Board of Directors.

6.5 Quorum - A quorum shall consist of the number of members present at any meeting.

6.6 Manner of Voting - Voting on any motion shall be via voice or raising hands unless the presiding officer shall order or any member present shall demand that voting be by ballot. Absentee or proxy votes are not permitted for any vote.

ARTICLE VII – COMMITTEES

7.1 Committees - The committees shall function with guidance and approval of the President and Board of Directors. Chairpersons of the committees may be members of the Board of Directors and shall be selected by the President with the approval of the Board of Directors based upon a plurality vote. The President shall decide which committees will be formed and their purposes. Membership on the committees shall be determined by the Board of Directors from time to time.

ARTICLE VIII – CONTRACTS, LOANS, ETC.

8.1 Contracts - The Association may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

8.2 Loans - No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Association. Such authorization may be general or confined to specific instances.

8.3 Checks, Drafts Etc. - All checks, drafts or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by a resolution of the Association.

8.4 Deposits - All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Association may select.

ARTICLE IX – FISCAL YEAR

9.1 Fiscal Year - The fiscal year of the Association shall begin on the first day of January in each year and end on the last day of December in each year. 

ARTICLE X – AMENDMENT OF BYLAWS

10.1 Amendment of Bylaws - These bylaws may be altered, amended or repealed and new bylaws may be adopted at any meeting of the Board of Directors by a plurality vote of the Directors present and subsequently approved at the next Association membership meeting.

ARTICLE XI – RULES OF ORDER

11.1 Rules of Order- The Standard Code of Parliamentary Procedure (based upon Robert’s Rules of Order) shall be recognized as the authority for governing meetings when not in conflict with the bylaws of the Association.

ARTICLE XII – DISSOLUTION

12.1 Dissolution of the Corporation - Upon dissolution of the Association, its assets shall be distributed for one or more exempt purposes within the meaning of § 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 

The foregoing Amended and Restated Bylaws were approved by the Members of the Association at a duly convened meeting of the Members on the 12th day of April, 2017.    Daniel Beck, Secretary