Bylaws

ARTICLE I
Name and Definition

The name of the organization shall be the Chesapeake Women Anglers, Incorporated, herein called CWA. The organization is not affiliated with any national organization and currently enjoys tax-exempt status.

ARTICLE II
Purpose

The purpose of the CWA shall be to:

A. Advance the craft of fly fishing among the CWA members;

B. Promote and improve fishing conditions for the CWA members by building public awareness of fishing standards and practices;

C. Inform the membership, encourage the exchange of ideas and knowledge, conduct or otherwise organize educational activities such as seminars, programs, clinics, and workshops; and

D. Foster environmental awareness among CWA members.

ARTICLE III
Membership

A. MEMBERS

The Chesapeake Women Anglers shall accept for membership and extend Chapter privileges to any adult person interested in maintaining the purpose of the club and paying dues to the CWA.

1. An active member (also called voting member) is any person who subscribes to the purpose of the CWA and pays dues to the CWA. Active Members shall receive all appropriate CWA correspondence, are eligible to attend CWA meetings and activities, may vote during elections, and may stand for any CWA elected or appointed position.

2. An active (voting) member in good standing is entitled to one vote, and may exercise this right on all CWA matters brought before the membership.

B. MEMBERSHIP TERMS

Membership is for a twelve-month period. The membership year begins January 1 and expires December 31 of the same calendar year.

C. DUES

The Board of Directors (Board) shall annually establish CWA dues. Membership dues must be submitted to the CWA Treasurer. In addition to setting annual dues, the Board of Directors may establish dues categories including a 5 year membership and a life membership category. Requests for dues refunds must be submitted to the CWA Treasurer and will be handled on a case by case basis.

Members who have not paid outstanding dues by March 31 of any given calendar year shall be removed from the membership roster. New members joining for the first time after September 1 of any given calendar year shall have their membership extended to December 31 of the following membership year without additional charge.

D. NONMEMBERS

Nonmembers of CWA shall be eligible to attend related functions and are eligible to attend special meetings and events. Non-members will be offered a choice: a one-day membership of $10, or annual membership at the usual rate.

ARTICLE IV
Meetings

A. ANNUAL MEMBERSHIP MEETINGS

There shall be two regular annual membership meetings open to all active members: one in the spring and one in the fall. The purpose of the fall annual meeting (Fall Meeting) shall be to elect new officers and committee chairs to positions that have terms expiring at the end of the year. The purpose of the spring annual meeting (Spring Meeting) shall be to review the program for the year and to adopt the budget for the year. At each meeting members will accept reports from the Board members and standing committees and adopt resolutions concerning the CWA’s activities. All resolutions adopted at Annual Membership Meetings shall be binding upon the Board of Directors and the CWA membership.

B. SPECIAL MEMBERSHIP MEETINGS

There may be special membership meetings called at any time by the President, by the Board, or by a request to the Board from within the general membership. Notice of such meetings shall be sent to CWA membership at least fourteen (14) days prior to the meeting, including the meeting’s purpose and proposed agenda.

C. QUORUM

1. Board of Directors Meetings. A quorum for Board of Directors meetings shall require a majority of the Board of Directors be present when a vote is called. Each Board member is entitled to one vote.

2. Annual Membership Meetings. A quorum for the Annual Membership Meetings shall be the number of CWA Active Members present at the time the vote is called.

3. Special Membership Meetings. A quorum for Special Membership Meetings shall be the number of CWA Active Members present when a vote is called.

D. ORDER OF BUSINESS FOR ALL MEETINGS

The following is the order of business for all CWA meetings:

• call to order;
• reading of the minutes from the previous meeting;
• Treasurer’s report;
• Standing Committees’ reports;
• Special Committees’ reports;
• old business;
• new business;
• election of officers/vote on amendments to CWA bylaws; (A written ballot is only allowed for the fall annual membership meeting.); and
• adjournment.

ARTICLE V
Board of Directors

A. RESPONSIBILITIES

Responsibility is assigned to the Board of Directors by the CWA general membership, and shall be defined as those decisions, actions and functions required to plan, organize, implement and lead the membership in activities, which fulfill the CWA’s purpose, and evaluate its effectiveness. The Board shall accomplish these responsibilities both directly and through delegation and collaboration, but shall retain the ultimate responsibility and authority to act on behalf of the membership. The Board shall be responsible for keeping the membership informed of all organization activities, including but not limited to the maintenance of a newsletter. The Board shall approve association activities and the funding required to execute activities. All approval by the Board shall be by simple majority.

B. TERMS

The Board of Directors shall comprise officers (President, Vice President, Secretary, Treasurer, and a Membership Chair) and the chair of each Standing Committee. The chair of a Standing Committee may appoint another member of the committee to represent the committee on the Board. If a Standing Committee is headed by co-chairs, either or both may represent the committee at board meetings, but the committee shall have only one vote. Special Committee Chairs will participate on the Board in a nonvoting capacity. Officers and Standing Committee Chairs shall hold office for two years beginning January 1 of the year following election. No Board member shall hold two Board positions simultaneously.

Outgoing Board members are required to pass on all files and CWA purchased supplies and equipment to their successors within 45 days following the end of the outgoing members’ term. Outgoing Board members may serve as consultants to the incoming Board of Directors.

C. MEETINGS

The Board of Directors shall meet prior to each annual meeting. Additional meetings may be held upon request or agreement of sixty (60) percent of the Board.

D. VACANCIES

If a Board position becomes vacant, the remaining Board members shall vote on a replacement member to serve until the next fall election when a candidate shall be elected to complete the remaining term.

E. BUDGET

The Board of Directors shall review and approve the budget prepared by the Budget Committee and present it to the full membership for adoption at the Spring Meeting.

ARTICLE VI
Officers

A. ELECTIONS

CWA shall at its Fall Meeting, elect active members to serve as officers and committee chairs. Even year elections shall fill the positions of President, Treasurer, Membership Chair, and the Chair of the Programs and Special Events Committee. Odd year elections shall fill the positions of Vice President, Secretary, the Chairs of the Fly Show and Community Events, Outings, and Environmental Committees. There shall be no limit imposed on the number of terms a candidate may run or hold office.

The Secretary shall forward all nominations to the Nominating Committee upon receipt. Written nominations for positions to be filled shall be accepted by the Secretary no less than six weeks prior to the Fall Meeting. In order to be on the ballot, nominees must consent to run and to serve if elected. Self-nominations will be accepted. The Secretary shall send a complete list of all nominees (candidate information and ballots) to all CWA members via electronic mail at least thirty (30) days prior to the Fall Meeting.

B. APPOINTMENTS

The Board of Directors may appoint other agents, as it deems necessary. The Board of Directors shall determine the duties and terms of office of such agents, but shall not grant them voting status on the Board without consent of the membership.

C. SALARIES/EXPENSES

Members of Board of Directors, standing committees and special committees shall not be paid any salary. Administrative and/or other appropriate expenses may be reimbursed as consistent with the adopted budget or upon approval of the Board of Directors.

D. DESCRIPTION OF OFFICERS

1. President. The President shall be elected from the CWA Active Membership and shall preside over all Board and Membership meetings. The President shall oversee the day-to-day running of CWA and shall see that all orders and resolutions of the Board of Directors are put into effect. The President shall maintain contact with the Board of Directors. The President shall develop an agenda for all Board and Membership Meetings. The President shall be the spokesperson for the organization in dealing with the public and promote public awareness of the organization and active participation by all members.

2. Vice President. The Vice President shall assist the President in the conduct of organization business as requested by the President and act in her stead should the President become incapacitated. The Vice President will serve as parliamentarian resolving questions of parliamentary procedure in the conduct of meetings. The Vice President shall be responsible for annual review of the Bylaws and may call for a special Bylaws Committee in the event significant revisions are deemed necessary. The Vice President shall report to the Board and the Membership any recommendations for revision of the Bylaws. The Vice President shall serve on the Budget Committee.

3. Secretary. The Secretary shall attend all Board of Directors meetings and Membership Meetings. The Secretary shall record and distribute the minutes of all CWA meetings. The Secretary shall be responsible for recording all proceedings of the CWA, maintaining a current copy of the CWA Bylaws, distributing agendas prior to all meetings, and handling all correspondence as determined appropriate by the Board of Directors. The Secretary is responsible for all notices pertaining to elections. The Secretary shall also serve as the liaison with the web page support person.

4. Treasurer. The Treasurer shall attend all Board of Directors meetings and Membership Meetings. The Treasurer shall be the custodian of the CWA funds, maintain current and accurate financial records, and make all books available for an audit every 2 years or when a new Treasurer assumes the office. The Treasurer shall receive dues and other funds and disperse funds in accordance with the adopted budget or as approved by the Board of Directors. The Treasurer shall maintain a listing of active members and their mailing and e-mail addresses, send dues reminders as needed, and serve on the Budget Committee.

5. Membership Chair. The Membership Chair shall attend all Board of Directors meetings and Membership Meetings. The Membership Chair shall chair a membership committee responsible for welcoming new members to the organization, encouraging participation, and retaining current members. The committee will also disseminate information about the organization and suggest recruitment opportunities to the Board of Directors.

ARTICLE VII
Committees

A. STANDING COMMITTEES

The following Standing Committees shall have duties as defined by the Board of Directors. Standing Committees shall include, and not limited to, an Outings Committee, a Programs and Special Events Committee, a Fly Show and Community Events Committee, and an Environmental Committee. These Standing Committees shall report to the Board of Directors and the CWA membership as necessary. Each Standing Committee chair shall prepare a description of the services and methods the committee uses in performing its responsibilities to inform and recruit committee members.

B. DESCRIPTION OF STANDING COMMITTEES

1. Outings Committee. The Outings Chair shall serve on the Board of Directors. The committee is responsible for the organizing and ongoing coordination of the CWA outings. This includes the coordination of fishing-related outdoor events that are in line with the purpose and related goals of the organization such as Beginner Clinics, day or extended trips. The fish, lunch, and learn program is one of the activities for which this committee is responsible.

2. Programs and Special Events Committee. The Programs and Special Events Chair (Party Girl) shall serve on the Board of Directors. The Programs and Special Events Committee is responsible for the organizing and ongoing coordination of those educational and/or social events for the membership, which fall outside the category of outings, i.e., which do not lend themselves to an outdoor setting. Examples might include but not be limited to speakers, fundraising dinners, networking events, slide presentations or similar programs. This committee is responsible for arranging locations for the two annual membership meetings and the holiday party and overseeing the provision of refreshments at those meetings. Preparing information about the program, food arrangements, and location for distribution to the membership via newsletter and electronic means is the responsibility of this committee.

3. Fly Show and Community Events Committee. The Fly Show and Community Events Chair (Show Girl) shall serve on the Board of Directors. The Fly Show and Community Events Committee is responsible for the organizing and coordination of CWA representations at organized sport and fishing shows at the discretion of the Board. If the Board determines that CWA’s presence is appropriate at other community events such as the Women’s Fair, Pink Line, or Waterfowl Festival, this committee shall be responsible for organizing the club’s representation including the coordination of volunteers to staff any booth.

4. Environmental Committee. The Environmental Committee Chair shall serve on the Board of Directors. The Environmental Committee is responsible for identifying opportunities for the organization to contribute to preservation of a healthful natural environment, particularly as it relates to streams and waterways in the Chesapeake Bay watershed and to the Bay itself. The committee shall recommend actions and events to the club membership for their participation. The committee shall organize and engage in such events as they deem beneficial to the fishing environment and to the CWA with the approval of the board.

C. SPECIAL COMMITTEES

The Board of Directors shall establish special committees on an as-needed basis. Special committees shall report to the Board of Directors and the CWA membership as necessary. Special committees shall be established for specific tasks only and shall not operate as ongoing committees until or unless recommended and voted on by the board and general membership and duly reflected in the CWA bylaws as a standing committee.

D. DESCRIPTION OF SPECIAL COMMITTEES

1. Budget Committee. The Budget Committee shall function following the Fall Meeting to prepare a budget for the following year. The Budget Committee shall be chaired by the most recently elected Treasurer and include the Vice President, and one non-board member. This committee shall prepare an annual budget for the upcoming calendar year and present the budget to the Board of Directors at or before the Spring Board of Directors’ meeting.

2. Audit Committee. The Audit committee consists of two non-board CWA Active Members, appointed by the President and approved by the Board of Directors. The Audit Committee shall conduct an independent audit of the Treasurer’s records every 2 years or when a new Treasurer assumes the office. A special audit may be requested by a majority of the Board members or the active membership at any time.

3. Nominating Committee. The Nominating Committee shall be chaired by the Membership Chair. The Outings Chair and the Fly Show and Community Events Committee Chair will each serve on this committee and each shall recommend one or two non-board members to serve on the Nominating Committee. The Board of Directors during their first meeting of each year shall appoint at least two non-board members from the list of recommended candidates to serve on the Nominating Committee with the Membership Chair, the Outings Chair, and the Fly Show and Community Evens Committee Chair. The composition of the Nominating Committee shall be announced at the Spring Meeting. The Nominating Committee shall prepare a slate of candidates for each position to be filled by rotation or special election in accordance with the provisions of Article VI(A). The slate and list of all nominees shall be presented to the Board of Directors for distribution in accordance with Article VI(A).

4: Conflict of Interest Committee. In order to comply with the requirements of our charitable status under the tax laws, the Conflict of Interest Committee will be made up of two Board of Directors members who have not received any payment or compensation from the club during the past year. Annually, the committee will meet with the Treasurer to examine any club payments or compensation to members of the club or members of the Board of Directors. The committee will report their findings to the Board of Directors, which will accept their report. The Conflict of Interest Committee will also see that the Board of Directors reads and signs the Conflict of Interest Policy annually.

ARTICLE VIII
Governing Procedures

A. AMENDMENTS TO THE BYLAWS. The Vice President shall be responsible for drafting any resolutions or proposed changes to the CWA Bylaws. Adoption of proposed changes to the CWA Bylaws shall be by a majority of the active members present at the Fall Meeting or a Special Meeting. Written notice and text of the proposed amendment(s) will be provided to CWA Active Members no less than twenty-one (21) days prior to the Fall Meeting or Special Meeting in which the bylaws shall be presented for amendment.

B. PROCEDURE. The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the CWA where they are not inconsistent with the CWA Bylaws.

Current Bylaws September 14, 2013
Carol Stevenson, Vice President