Vanguard By-Laws


Article I. Organization and Purposes

Section 1. The name of the organization shall be Vanguard Chapter, Trout Unlimited.

Section 2. The purpose of the Chapter shall be to conserve, protect and restore coldwater

fisheries and their watersheds. The Chapter shall operate as a non-profit, non-political

and non-sectarian organization. The Chapter shall function exclusively for charitable,

educational and scientific purposes.

Section 3. The Chapter is a subsidiary organization of Trout Unlimited, Inc., a Michigan

non-profit corporation and is under its authority. The Chapter shall carry out the aims

and purposes of Trout Unlimited and all policies, objectives and activities pursued by the

Chapter and its members shall be in conformity with the Bylaws and policies of Trout

Unlimited. The Chapter’s use of the TU name, logo and Chapter affiliation with other

organizations and businesses shall conform to TU policies.

Section 4. The Chapter and all members acting on its behalf shall not finance, promote or

oppose the candidacy of any person seeking election to public office and shall not

participate or intervene in any campaign on behalf of any candidate for public office.

Section 5. The Chapter shall not conduct or carry on any activities, including the

expenditure of funds, not permitted to be conducted or carried on by a tax exempt

organization under the provisions of Section 501(c)(3) of the Internal Revenue Code of

1954, as amended.

Article II. Membership

Section 1. Payment of annual dues to Trout Unlimited is the only requirement for

membership in Trout Unlimited and the Chapter. The Chapter shall not assess any

additional dues or fees and shall not establish classes of membership.

Section 2. Payment of annual dues to Trout Unlimited shall automatically make one a

member of the Chapter, if the member resides in the Chapter’s geographical area. Any

Trout Unlimited member in good standing from a different chapter’s geographic area

may elect to become a member of the Chapter.

Section 3. The By-laws of Trout Unlimited shall govern the suspension or expulsion of

chapter members.

Section 4. No Chapter or chapter officer, director or member may transfer, sell, barter, or

lease to any person or entity the membership list or the names, addresses, contact

information or other personal information of the members.

Article III. Membership Meetings

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Section 1. The Annual Meeting of the Chapter shall be held on a date set by the Board of

Directors, to elect officers and Directors and conduct other business of the Chapter. The

President and the Treasurer shall present annual reports to the members.

Section 2. Notice of the Annual Meeting shall be sent to each member at least fifteen

(15) days prior to the meeting. The meeting notice shall include the date, time, place

and agenda of the annual Meeting and the slate of candidates nominated for election.

Section 3. The Chapter shall hold regular meetings at a date, time and place chosen

by the Board of Directors.

Section 4. Special meetings may be called by the President or Board of Directors or

upon the written request of the lesser of ten percent (10%) of the members or twenty

(20) members. Notice of all special meetings must be given to members at least seven

(7) days prior to the meeting and shall include the date, time, place and agenda for the

special meeting.

Section 5. Robert’s Rules of Order, Newly Revised shall govern the meetings on all

matters relating to order and procedure, including nominations and elections. Only

current members of The Chapter shall be permitted to vote at any meeting of the

members and no proxy voting shall be allowed.

Article IV. Board of Directors

Section 1. The Board of Directors is responsible for the general supervision of the

Chapter’s affairs and finances.

Section 2. The Board of Directors shall consist of no fewer than three (3) non-officer

members and the officers pursuant to Article V, section 1 and no more than nine (9)

members. Each non-officer Director shall serve a three-year term, with Directors’ terms

staggered to provide for continuity. Any director absent for three (3) consecutive

regularly scheduled board meetings may be voted off the board, by the Board. All

Directors shall be current members of Trout Unlimited.

Section 3. The Board of Directors shall meet regularly, but no less than 6 times per year.

Upon notice, the meetings of the Board of Directors may be conducted by telephone.

The Board of Directors may also act by email vote; provided all members of the Board of

Directors are permitted the opportunity to participate and all votes are shown to all

Directors and reported in the minutes of the Board of Directors.

Section 4. A simple majority of the members of the Board of Directors shall constitute a

quorum and a simple majority vote of those present is required to approve any official


Section 5. Special meetings may be called by the President or any two (2) members of the

Board of Directors. Unless notice is waived by all members of the Board of Directors,

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notice of any special meeting, including date, time, place and agenda, must be given at

least seven (7) days in advance. Notice may be in writing or by electronic

communication, including fax or electronic mail.

Section 6. If a director is unable to serve for any reason or if a director is appointed to fill

a vacant officer position, the vacant director position shall be filled for the remainder of

the unexpired term by election at the next regularly scheduled meeting of the Chapter

members or at a special meeting called for this purpose.

Article V. Officers and Duties

Section 1. The officers of the Chapter shall be: President, Vice President, Secretary

and Treasurer, all of whom shall be voting members of the Chapter’s Board of

Directors. All officers must be members in good standing of Trout Unlimited. No

person shall hold more than one (1) office at any time, except for the offices of

Secretary and Treasurer. The officers shall be chosen and elected by the membership

at the annual membership meeting. Any director absent for three (3) consecutive

regularly scheduled board meetings may be voted off the board, by the Board.

Section 2. The President shall serve as general executive officer and shall appoint the

chairs of all Chapter committees. The President shall oversee all activities of the

chapter and preside at all membership and board meetings.

Section 3. The Vice President shall assume the duties of the President if the

President is absent or unable to perform the President’s duties. The Vice President

shall perform the duties assigned by the Board of Directors and the President.

Section 4. The Treasurer shall have custody of all funds and property of the Chapter.

With the President, the Treasurer may sign and execute, in the name of the Chapter, all

contracts, agreements and other obligations of the Chapter. When necessary or proper,

the Treasurer shall endorse for collection on behalf of the Chapter, all checks, notes,

drafts and electronic credits and transfers and shall deposit same and all other revenues

to the credit of the Chapter in such bank or banks as the Board of Directors designates.

The Board of Directors may impose such alternate authority or limitations of authority

to execute contracts, sign checks or use other forms of payment as the Board of

Directors deems appropriate and may require that the Treasurer be bonded. The

Treasurer shall also:

A. Keep full and accurate accounts of monies received and paid on

account of the Chapter, give a financial report at each meeting of the Board of Directors,

and whenever required by the Board of Directors, render a statement of the Chapter’s

accounts and report to the membership.

B. Submit a complete Annual Financial Report (AFR) for the chapter

to Trout Unlimited prior to the deadline set by Trout Unlimited. The AFR will be in

compliance with the policies and requirements of Trout Unlimited and will contain a

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complete and accurate accounting of all revenues, expenses, volunteer hours by members

of the Chapter and any additional items prescribed within the AFR form.

C. The Treasurer will also make all necessary filings with the Internal

Revenue Service and state and local authorities.

D. Upon request, permit access to the Chapter’s books, records and

accounts by any Chapter Officer, Director or designated representative of the State

Council and/or Trout Unlimited.

Section 5. The Secretary shall keep the minutes of all meetings of the Board of Directors

and the general membership and keep an accurate and current record of all Chapter

memberships. The Secretary shall assist the Treasurer in preparing the AFR form. The

Secretary shall send all required notices to members of the Chapter, as required by these

bylaws or otherwise. Notice may be in writing or by electronic communication,

including fax, electronic mail or by posting on the Chapter’s web-site. The Secretary

shall also maintain the correspondence of the Chapter.

Article VI. Election, Term, Vacancy

Section 1. The Chapter officers shall be elected for two-year terms. No officer shall

serve more than two (2) consecutive two-year terms in the same office, but an officer

may again hold the same office after a one-year period out of office.

Section 2. In the event of a vacancy in any office, the Board of Directors shall appoint an

individual to serve until the next regularly scheduled election.

Section 3. A majority vote of those Chapter members in good standing present at the

annual business meeting will be sufficient to elect all officers and directors.

Section 4. The Board shall nominate members for each elected office. Nominations may

also be made from the floor at the Annual Meeting.

Article VII. Committees

Section 1. The Chapter may establish standing committees, whose members shall be

appointed by the chair of each committee:

A. Communications: This committee is responsible for the chapter

web-site and newsletter.

B. Membership: This committee is responsible for membership

services, membership lists and efforts to recruit and retain members.

C. Education: This committee is responsible for education programs

and youth activities.

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D. Conservation: This committee is responsible for activities and

projects that directly support Trout Unlimited’s conservation agenda.

E. Financial Development: This committee is responsible for chapter


F. Nominating: This committee shall assist the Board of Directors

and officers with leadership development and submit a slate of candidates for elections.

Section 2. Additional standing or ad hoc committees may be established from time to

time by the President or the Board of Directors.

Article VIII. Fiscal Year

Section 1. The Chapter’s fiscal year shall be the same as that of Trout Unlimited.

Article IX. Amendment of By-Laws

Section 1. These Chapter bylaws may be amended at any Annual Meeting or Special

Meeting if at least the lesser of 30 chapter members or 10% of the Chapter’s members

are present. Amendment of the bylaws shall require a two-thirds vote of those present

and voting. Only current members of Trout Unlimited shall be permitted to vote. Any

amendment to these bylaws shall be consistent with the bylaws of Trout Unlimited. All

proposed amendments to the Bylaws shall require at least 30 days notice to the

members, with the notice specifying the proposed amendment.

Section 2. If any amendment of these bylaws is required in order to make them

consistent with the bylaws of Trout Unlimited, a vote of a majority of those present and

permitted to vote shall be sufficient to pass the amendment.

Article X. Assets and Dissolution

Section 1. No part of the income, earnings or assets of the Chapter shall inure to the

benefit of, or be distributed to, any member, director or officer of the Chapter or any

private individual, except that reasonable compensation may be paid for services

rendered to or for the Chapter in effecting one or more of its purposes. Chapter members,

officers and directors may be reimbursed for expenses incurred for or on behalf of the


Section 2. All Chapter expenditures shall be broadly consistent with the mission of Trout


Section 3. The Chapter may not acquire or hold any new interest in real property,

including easements, except with prior written approval from Trout Unlimited.

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