Headwaters Chapter 315
Trout Unlimited
PO Box 1873
Gaylord, MI 49734

The Headwaters Chapter is pleased to announce the successful expansion of our chapter. We've grown by more than one-hundred members under the direction of our current President and his Board of Directors!

We'd like to encourage you to help us in our efforts to "Conserve, Restore and Protect" the most delicate portions of our blue-ribbon trout streams, The Headwaters, by supporting us with your membership in The Headwaters Chapter of Trout Unlimited. Our chapter number is 315!

Please provide us with your e-mail address and other contact information. We'll provide you with our electronic newsletter, Northern Michigan Trout and electronic notices regarding issues important to the health and continued vitality of these special places in Northern Michigan.

Sign up for membership online! Please use our Chapter number 315 when signing up. Or you can print our and mail in the membership form in the following formats:

• Membership form PDF format

• Membership form MS Word doc

• Membership form jpg image

You can read the bylaws here.

BYLAWS: view amendments

            ARTICLE I

Section 1 – The name of the organization shall be Headwaters Chapter, Trout Unlimited hereinafter referred to as the “Chapter”.

Section 2 – The Chapter shall be established and the purposes for which the Chapter is formed are as follows: To act exclusively for charitable, educational and scientific purpose and specifically to preserve and conserve trout and other salmonoid fish as game fish and to work with and encourage constituted authorities and their conservation organizations the that end, through scientific, yet practical, trout management; through proper land, water and watershed management to provide desirable food and habitat; through sound fishing regulations to preserve trout and other salmonoid fish populations; without holding classes or engaging in other school activities, to provide fellowship and scholarship and to hold educational conferences in

cooperation with scientific and conservation departments of education institutions and to publish the findings of such conferences, or the reports of scientific research and related information in the field of conserving and preserving trout and other salmonoid fish for the education of both members and the general public.

Section 3 – The Chapter shall not promote or oppose the candidate of any person seeking election to public office and the Chapter shall not participate or intervene in any political campaign on behalf of any candidate for public office. No substantial part of the activities of the Chapter shall be carrying on propaganda or otherwise attempting to influence legislation.

Section 4 – The Chapter hereby approves and adopts the Articles and Bylaws of Trout Unlimited, a Michigan corporation (hereinafter referred to as “Trout Unlimited”). The aims and activities of this Chapter will at all times be in conformity with those of Trout Unlimited.

ARTICLE II

Section 1 – The annual meeting of the chapter shall be held at a place and at a time in the spring prior to June 1^st, which shall be designated by the Board of Directors. It shall be the duty of the Secretary to cause a written notice of each annual meeting to be mailed to each of the members of record directed to his last known post office address, at least thirty (30) days immediately proceeding said meeting. Provided; however, that a failure to mail such notice, or any irregularity in the same, shall not affect the validity of any such meeting, or and proceeding at such meeting.

Section 2 – Special meetings of the members may be called upon the request by a majority vote

of the Board of Directors; or upon demand in writing signed by not less that one-half of the members in good standing; by mailing a notice by the Secretary , indicating briefly the objects or objects thereof, at least thirty (30) days prior to the date of such meeting to each member of record in good standing. Provided; however, that if all members waive notice of such meeting no notice of such meeting shall be required and when all the members shall meet in person or by proxy, such meeting shall be valid of all purposes without call or notice and such meetings any such action may be taken.

Section 3 – Regular monthly, bi-monthly, quarterly, or semi-annual meetings shall be held at a time and place determined by the membership or the Board of Directors.

Section 4 – At any meeting of the members a majority of those present who are in good standing and/or those represented by proxy, shall constitute a quorum of the members for all purposes.

Section 5 – At each meeting of the members every member shall be entitled to a vote in person or by proxy appointed by an instrument in writing subscribed by such member, or by his or her duly authorized attorney. The vote for directors, and upon any question before a meeting, shall be by acclimation unless a majority of members present and entitled to the vote shall demand that the voting for that meeting, or any particular question before the meeting, be by ballot.

Section 6 – At each meeting of the members, a true and complete list in alphabetical order of all the members entitled to vote at such meeting, certified by the Secretary, shall be present. Only the persons appearing on such list shall be entitled to vote.

Section 7 – The Chapter shall, in every case, conduct its activities in accordance with the Articles and Bylaws of Trout Unlimited, as well as with the Chapter Bylaws. The Chapter’s aims and purposes shall be to support the parent organization, Trout Unlimited, in its credo as set forth in its statement of philosophy, policy and objectives.

ARTICLE III

Section 1 – The property and affairs of the Chapter shall be managed by a Board of directors composed of six (6) elected members and the executive officers as herein provided. The full Board of Directors shall be composed of the six (6) elected officers, the executive officers and the past President. At the annual membership meeting in Gaylord, Michigan, there shall be chosen from the qualified membership (2) persons to serve as members of the Board of Directors, each of whose term shall expire at the end of three (3) years, and (2) members whose term shall expire at the end of two (2) years, and (2) members whose term shall expire after one (1) year. At each annul meeting beginning in 1979 there shall be chosen and elected from the qualified membership two (2) members, each whose term shall be for three(3) years. It is expressly provided and intended that a year is hereby determined as being the year between regular annual meeting dates. The Aforesaid six (6) members of the Board of Directors shall be elected by direct

vote of the members of this chapter. If the office of any Director, the Vice-president, the Secretary, or the Treasurer is vacant by death, resignation, disqualification or otherwise, his or her successor shall be elected by the Board of Directors at any regular or special meeting and such successor shall hold office for the un-expired term.

Section 2 – The Board of Directors as constituted at any annual meeting of the membership, shall meet at the same place the annual meeting is held and immediately thereafter, for the transaction of such business as may arise. The regular meetings of the directors shall be held at a place and time as the Board of Directors shall decide. Special meetings of the Board of directors may be called by the President on ten (10) day notice mailed to each director or delivered to him or her personally. If all Directors waive notice of special meeting such a meeting shall be valid.

Section 3 – Not less that four (4) Directors shall be necessary to constitute a quorum of the Board of Directors for the transaction of business. Any Director, excepting as to the executive officers, who shall be absent from three (3) consecutive meetings of the Board of directors shall automatically be removed unless such action is excused by formal resolution of the Board.

Section 4 – The President shall serve as Chairman of the Board of Directors, and in his or her absence whomever Director the Board shall elect.

ARTICLE IV

Section 1 – The executive officers of this Chapter shall be: a President, a Vice-President, a Secretary, a Treasurer, all of whom ipso facto and exoffico be members of the Board of Directors. The executive officers shall be chosen and elected by the membership at the regular membership meeting to serve until the next regular membership meeting.

Section 2 – If an executive officer, other than the President, becomes vacant by reason of death,

disqualification or otherwise, a successor shall be elected by the Board of Directors to hold office for the un-expired term.

Section 3 – The Board of Directors may appoint such other subordinate officers as they shall deem necessary who shall have authority and perform such duties as may be prescribed by the Board of Directors. In its discretion the Board of Directors, by vote of the majority thereof, may leave unfilled for any period as it may fix by resolution, and subordinate office.

Section 4 – The President shall be the chief executive officer of the Chapter. He or she shall have the general and active management of the business and affairs of the Chapter. With the Secretary he or she may sign and execute in the name of the Chapter, all contracts, agreements and other obligations of the Chapter subject to the approval of the board of directors. He or she shall have the general supervision and direction of all other officers of the Chapter, and shall see that their duties are properly performed. He or she shall submit a report of the operations of the chapter to the members at each annual meeting, and from time to time shall report to the directors all matters within his or her knowledge and which the interests of the chapter require to be brought to their notice. He or she do and perform ther such duties as from time to time may be assigned to him or her by the Board of Directors. The office of President shall not be held by one person of more than two (2) years in succession. (Amended - **DELETED: The office of president shall not be held by one person for more that two (2) Years in succession) view amendments

Section 5 – The Vice-President shall preside at any meeting of the members from which the President may be absent, and serve as Chairman of the Board of Directors in the absence of the president. In the event the office of President is vacant for any reason, the Vice-President shall become President and serve as such for the un-expired term. He or she may perform any of the duties of the President when directed to do so by the Directors.

Section 6 – The Treasurer shall have custody of all funds and securities of the Chapter. With the President, he or she may sign and execute in the name of the Chapter, subject to the approval of the Board of Directors. When necessary and proper, he or she shall endorse on behalf of the Chapter for collection, of all checks, notes, drafts and other obligations and shall deposit same to the credit of the Chapter in such bank or banks as the Directors may designate. All checks or warrants for the disbursement of the Chapter shall be signed by the President and countersigned by the Treasurer. He or she shall cause to be entered regularly in the books of the Chapter to be kept for the purpose, full and accurate accounts of monies received and paid on account of the Chapter, and whenever required by the Board of Directors, shall render a statement of his or her cash account.

Section 7 – The Treasurer shall, unless otherwise determined by the Board of Directors, cause to be executed and file with the President at the direction of the Board of Directors a bond in the amount to be determined by the Board of Directors and he or she shall at reasonable times exhibit the books, records, and accounts to any Director upon application, and shall perform generally all the duties appertaining to the office of Treasurer of a Chapter subject to the control of the Board of Directors.

Section 8 – The Secretary shall keep the minutes of all meetings of the Board of Directors and membership. He or she shall keep an accurate and current record of all memberships. He or she shall be the custodian of the corporate seal and all records, papers, files and books of the Chapter. Except when necessary for the purpose of meetings he or she shall not disclose to any person to names or addresses of the members or the membership list without the approval of the board of Directors. He or she shall attend to the giving and serving of all notices of the Chapter, affix the seal to all documents to which it should be attached, and attest the same when necessary.

ARTICLE V

Section 1 – Until otherwise decided the Chapter emblem shall be the Trout Unlimited patch with the “Headwaters Chapter” set below.

ARTICLE VI

Section 1 – Any person of good reputation in his or her community and who is a member in good standing of the parent organization of trout Unlimited shall be eligible for membership in the Headwaters Chapter, Trout Unlimited. An application mat be considered through the sponsorship of another member by applying in writing.

Section 2 – The following causes shall be considered an automatic suspension from membership in the Headwaters Chapter:

a.       Default in payment of annual dues for more than thirty (30) days.

b.       Conviction of a willful violation of any of the Fish and Game Laws of any state or the United States.

c.       A member may be suspended from membership by the Board of Directors for any cause whatsoever, whenever the Board shall deem the member undesirable. Any conduct of a member which is, or is likely to be, or tends to operate or result, injuriously to this Chapter and its members shall be considered just cause for suspending such offending member. The actions of the Board of Directors may be reviewed by the membership at the next regular meeting at which time the member shall be reinstated or expelled by a majority vote of the members.

ARTICLE VII

 

Section 1 – No part of the income or net earnings of the Chapter shall inure to the benefit of, or be distributed to, any member, director or officer of the Chapter or any other private individual (except

that reasonable compensation may be paid for services rendered to or for the Chapter effecting one or more of its purposes, and reimbursement may be made for any expenses incurred for or on behalf of the Chapter by any officer, director, agent or employee, member or any other person or corporation, pursuant to and upon authorization of the Board of Directors); and provided further that no member, director or officer of the Chapter, or any private individual shall be entitled to share in dissolution of the Chapter or otherwise.

Section 2 – No part of the assets of the Chapter shall inure to the benefit of or be distributable to any organization whose income or net earnings or any part thereof inure to the benefit of any private shareholder or other individual.

Section 3 – Upon dissolution of the Chapter, all of its assets shall be paid over or transferred to one or more exempt organizations of a kind described in Section 501(c)(3) of the Internal revenue Code of 1954.

Section 4 – Notwithstanding any other provision hereof, this Chapter shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization which is tax-exempt under provisions of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended from time to time.

Section 5 – The Board of Directors shall be empowered at any time to determine and suggest the need for additional revenue through dues of fees payable by each member if such is agreed to by a majority vote of the membership.

ARTICLE VIII

Section 1 – The Bylaws of this Chapter may be added to, amended or repealed in whole or in part by a majority vote of the membership in good standing at any regular or special meeting. Provided; however, that written notice of the intention to add to, or amend, or repeal the Bylaws, in whole or in part, shall be given each member of record at least thirty (30) days preceding such meeting of the members. Or the same may be added to, amended, or repealed in whole or in part, at any regular or special meeting, without notice, by a vote of at least two-thirds of the qualified members present.

ARTICLE IX

Section 1 – The Board of Directors may authorize the creation of an Executive Committee composed of the president, Vice-President, Secretary, treasurer, and one or more members of the Board, to act with the authority of the Board of Directors between meetings of the Board of Directors.

ARTICLE X

Section 1 – At all times when the organization as a whole or any part thereof, including the Board of Directors, the Executive Board, r committees, is duly and formally convened for the purpose of ddeliberation and transaction of the business. THE ROBERTS RULES OF ORDER AND PROCEDURE shall govern the meeting, nominations and elections.

These Bylaws were read and adopted at a meeting of this Chapter held on July 26,1978, at Gaylord, Michigan – D.N.R. Building.  view amendments

___________________

Fred Snook – President