OF NORTH EAST BASS ASSOCIATION, INC. OF CONNECTICUT
A NON-PROFIT CORPORATION
ARTICLE I - INTRODUCTION
Section 1. Name: This organization shall be known as the North East
Bass Association, Inc of Connecticut
(hereafter referred to as the association).
Section 2. Code of Rules: These By-laws constitute the code of rules
adopted by North East Bass
Association Inc. of Connecticut for the regulation and management of
Section 3. Purpose and Powers: This association shall have the purpose
and powers as may be stated in its
Articles of Incorporation, and such powers as are now or may be granted
hereafter by laws. The primary
purpose of this Association is to promote bass fishing in an open and
friendly manner in the State of
Connecticut being mindful of water and soil conservation.
ARTICLE II - LOCATION OF ASSOCIATION
Section 1. Principal Office: The principal office of this Association
shall be located in the Town of
Coventry, within the State of Connecticut .
Section 2. Other Offices: This Association may also have other offices
at such places within the State of
Connecticut as the Board of Directors may designate.
ARTICLE III - MEMBERSHIP
Section 1. Definition of Membership: The members of this Association
are persons or Corporations
having membership rights in accordance with the provisions of these Bylaws.
An individual may become a
member upon payment and acceptance of the designated annual membership
fees. Corporate membership
will be defined by the Board of Directors at a future time.
Section 2. Class of Members: This Association shall have two classes
of members which are designated
a) Adult member
b) Youth member / Family member
Section 3. Qualification:
a) Any individual interested in bass fishing along with water and soil
conservation may submit for
membership in this Association.
b) Youth members constitute any individual which is seventeen (17) years
or younger at the time of the
States qualifying event(s).
c) Corporate or other non-fishing memberships require approval by the
Board of Directors.
Section 4. Voting Rights: Each individual in this Association will have
voting rights in accordance with
the provisions of these Bylaws.
Section 5. Non-Transferable: Membership in this Association is non-transferable
ARTICLE IV - DUES
Section 1. Annual Dues: The Board of Directors may determine from time
to time the amount of initiation
fee, if any, and annual dues payable to the Association by members.
Section 2. Payment of Dues: Dues for the ensuing year shall be payable
in advance on the month and day
designated by the Board. Dues are non-refundable.
Article V - Organization
Section 1. Board of Directors: The Board shall consist of the President
and the offices of the Vice
President , the Secretary and the Tournament Director / Treasurer. The
Association may add Directors from
divisions within the State at a future date.
Section 2. Meeting of the Board: The Board shall meet at least four
(4) times annually. Additional
scheduled or special meetings may be called by the President.
Section 3. Place of Meetings: All regular or special meetings of the
Board of Directors shall be held at the
principal office of this Association, or at such other places as the
Board of Directors may designate.
Section 4. Quorum:
a) A majority of the Directors of this Association shall constitute a
quorum for the transaction of normal
day to day business at any regular or special meeting of the Board of
b) At full membership meetings at least fifteen (15) members shall constitute
Section 5. Voting:
a) At all meetings of the Board of Directors, each Director shall have
b) At full membership meetings, all members present shall have one vote.
A tie breaking vote shall be cast
by the highest ranking Officer present.
c) A deadline will be issued whenever paper ballots are required to poll
the full membership. Ballots not
returned will accrue to the will of the majority of the Board of Directors.
Section 6. Compensation: Directors shall not receive cash compensation
for their service as Directors.
However, Directors may be reimbursed for expenses incurred on behalf
of the Association. Officers may
also be compensated in other ways with approval from the membership.
Section 7. Procedural Rules for Meetings:
a) At full membership meetings, a simple majority is required to implement “housekeeping” type
b) At full membership meetings, a two thirds majority of all current
members is required to implement
major structural changes to this Association.
c) The rules set forth in Robert’s Rule of Order (as revised) may
be used as a guide to assist the Association
in all meetings where applicable and not in conflict with the provisions
of the Constitution and Bylaws.
ARTICLE VI - OFFICERS, ELECTIONS, AND TERMS OF OFFICE
Section 1. Officers: The officers of the Association shall be the President,
who shall serve as chairman of
the Board, the Vice-President, the Secretary and the Tournament Director
Section 2. Nominations, Elections and Terms of Office: Nominations and
elections shall be held
annually, with time and date determined by the Board. All Board Members
are to serve one (1) year terms
defined as January 1st to December 31st of each year. Should a vacancy
occur in any of the offices, the
Board will fill that position by election .
Section 3. Powers and Duties of the President: The President shall be
the chief executive officer of the
Association and shall see that all orders and resolutions of the Board
of Directors are carried into effect. It
shall be the duty of the President to preside at all meetings of the
Board of Directors. The President shall
cause to be called regular and special meetings of the Directors in accordance
with these Bylaws. He shall
submit a report of the operations of this Association for each year to
the Directors at their last regular
meeting in such year, or at a special meeting called for that purpose
and from time to time he shall report to
the Directors all matters within his knowledge which the interest of
this Association may require to be
brought to their notice. The President shall have the authority to sign,
make and endorse the name of the
Association, all checks, notes, drafts, bills of exchange, acceptances
and other instruments for the payment
of money, and pay out and dispose of same and receipt thereof.
Section 4. Powers and Duties of the Vice-President: The Vice-President
shall generally assist the
President and shall perform such duties as may be assigned by the Board
of Directors or the President. In
the event of death, resignation, absence or inability to act of the President,
the Vice-President shall assume
and discharge pro tempore the powers and duties of the President of this
Section 5. Power and Duties of the Secretary: The Secretary shall be
the secretary of the Board of
Directors. The Secretary shall keep the minutes of all meetings of the
Board of Directors, the membership
meetings and any special meetings of the Association. The Secretary shall
give all notices to the Directors.
In general ,the Secretary shall perform all the duties incident to his
/ her office.
Section 6. Powers and Duties of the Tournament Director / Treasurer:
As the Tournament Director
function, he is responsible to plan, organize and operate any and all
tournaments held by the Association.
The Tournament Director will preside as chairman over and appoint, from
the Association membership a
Tournament Committee. The Tournament Director will rule with final authority
on proper conduct,
procedures, qualifications and other matters relating to all tournaments.
The Tournament Director will
consult with the Tournament Committee and or the Board of Directors to
provide assistance or clarity to
any issues he deems necessary. All tournaments shall be conducted within
the spirit and letter of the current
Association Tournament Rules, as approved by the Board. The tournament
committee shall conduct its
affairs so that only honor, integrity, sportsmanship and the highest
ideals of fair play will accrue to it. As
Treasurer function, he shall have the care and custody of and be responsible
for all the funds, securities,
evidences of indebtedness and other valuable documents of the Association,
and deposit all such funds of
the Association in such banks, or trust companies or other depositories
as the Board of Directors may
designate. As Treasurer he shall sign, make and endorse the name of the
Association, all checks, notes,
drafts, bills of exchange, acceptances and other instruments for the
payment of money, and payout and
dispose of same and receipt thereof, under the direction of the President
or the Board of Directors. As
Treasurer, he shall render a statement of condition of the finances of
the Association at each regular
meeting of the Board of Directors. The Treasurer shall keep at the office
of the Association full and
accurate books of account of all its business and transactions and other
such books of account as the Board
may require. In general, he/she shall perform all the duties incident
to the office. He/she shall give the
Association a bond for faithful discharge of his duties in such amount
and with such surety as the Board of
Directors may prescribe.
Section 9. Returns and Statements: It shall be the duty of each officer
of this Association to make and file
any and all returns, reports, lists or statements required by law to
be made and filed by him/her, and to make
full reports to the Board of Directors respecting the affairs of the
Association in his charge whenever he/she
may be requested to do so.
Section 10. Compensation: The officers shall not receive a salary but
may be compensated other ways by
the membership. Officers may be reimbursed for expenses incurred in carrying
out their duties hereunder.
ARTICLE VII - MISCELLANEOUS
Section 1. Contracts, etc.: The Board of Directors may authorize any
officer or officers, agent or agents,
employee or employees to enter into any contract or other instrument
on behalf of this Association and such
authority may be general or confined to specific instances. Except as
herein provided or as authorized by
the Board of Directors, no officer, agent or employee other than the
President and Treasurer shall have any
power or authority to bind this Association by any contract or engagement,
or to pledge its credit or to
render it liable, for any purpose or for any amount.
Section 2. Deposits, Checks and Drafts: All checks and drafts of funds
of this Association shall be
deposited from time to time to the credit of this Association in such
banks, or trust companies, or to other
depositories, as the Board of Directors may from time to time designate.
All checks shall be drawn out of
the regular checkbooks of this Association and upon the stub of each
check, the purpose and amount for
which the same is drawn shall be specified. All checks, notes, drafts,
bills of exchange, acceptances or other
orders for the payment of money or other evidences of the indebtedness
of this Association shall be signed
as shall from time to time be designated by resolution of the Board of
Section 3. Indemnity: Any person made a party to any action, suit or
proceeding by reason of the fact that
he/she, his/her testator/testatrix or his/her interests, is or was a
Director, officer or employee of the
Association or of any corporation which he/she served as such at the
request of the Association shall be
indemnified by the Association against the reasonable expenses, including
attorneys’ fees, actually and
necessarily incurred by him/her in connection with the defense of such
action, suit or proceeding, or in
connection with any appeal therein, except in relation to matters as
to which it shall be adjudged in such
action, suit or proceeding that such officer, Director or employee is
liable for negligence or misconduct in
the performance of his duties. The Association may also reimburse to
any Director, officer or employee the
reasonable cost of settlement, fine or judgment of any such action, suit
or proceeding if it be found by a
majority of Directors to be in the best interests of the Association
that such settlement be made and that
such officer, Director or employee was not guilty of negligence or misconduct.
The foregoing right of indemnification shall not be deemed exclusive
of any other rights to which any
officer or Director or employee may be entitled apart from the provisions
of this section.
The amount of indemnity to which any officer or Director may be entitled
shall be fixed by the Board of
ARTICLE VIII - AMENDMENT OF BYLAWS
Section 1. Alterations, Amendments or Repeals: The Board of Directors
shall have power to make, amend, or repeal the Bylaws of the Association,
by vote of a majority of all the Directors at the annual December meeting
or at an emergency session called by 75% vote of the Board of Directors.
Amendments to the Bylaws shall be submitted in writing to the Board for
review at the previous regular meeting. An amendment will be passed by
a two thirds vote.
ARTICLE IX - FISCAL YEAR AND AUDITS
Section 1. Fiscal Year: The fiscal year shall begin on January 1, and
end on December 31st.
Section 2. Audits: The books and records of the Association may be audited
annually by a certified public accountant or other qualified individuals
selected by the Board of Directors if the Board so elects.