NEBA of Connecticut
BY-LAWS 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 its
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 Vernon, 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
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 as:
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, Secretary, Tournament Director
Section 2. Meeting of the Board: The Board shall meet at least two (2)
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 Directors.
b) At full membership meetings at least Twenty Five (25) members or 40%
of the membership shall constitute a quorum.
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 changes.
b) At full membership meetings, a two thirds majority of all current members
present 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,
the Tournament Director and the Treasurer.
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
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 Association.
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,
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. As the Tournament
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
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
Section 7. The Powers and Duties of the Treasurer.
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
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 8. 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.
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
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 Directors.
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.