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By Laws

ARTICLE I - Membership

  1. Individual - Any individual may be a member of the High Plains Drifters ("HPD") upon paying any applicable membership fee and becoming a member in good standing of the Federation of Flyfishers ("FFF"). The HPD shall be a 100% FFF member club and failure of a member to maintain FFF membership shall be cause for termination of the HPD membership. No HPD membership shall be terminated until at least thirty (30) days prior written notice to the member has been given detailing the action to be taken and the means the member may take to cure the anticipated termination.
  2. Entity - Any entity may be a member of the HPD upon meeting the requirements for an individual member and designating one individual natural person who will receive the benefits of the membership such as the receipt of the newsletter, the right to cast votes and the right to be a director, officer or committee chair.
  3. Meetings - General membership meetings shall be held at 7 P.M. on the third Tuesday of the month until changed by resolution of the HPD Board of Directors ("Board").
  4. Majority Vote - A majority vote shall consist of a majority of members present at a meeting. Unless stated otherwise herein, all actions of the membership shall be approved by a majority vote.
  5. Proxy - Voting by proxy shall not be permitted at membership meetings.

ARTICLE II - Dues

  1. All HPD members shall pay HPD dues as established by the Board from time to time. Dues shall be paid at the time a member joins and shall be due annually thereafter in December of each year. Members that become thirty (30) days delinquent in payment of their HPD or FFF dues shall be notified by the Membership Chairman and given at least thirty (30) days from the date of the notice to bring the HPD and/or FFF dues current or they will be dismissed from their membership in the HPD.

ARTICLE III - OFFICERS

  1. The HPD shall have as officers a president , a vice president, a secretary, and a treasurer and such other officers designated by the Board. Officers shall be elected by the general membership. A three member nominating committee shall be appointed by the Board each year to obtain a slate of officers. At the October membership meeting additional nominations may be made from the floor and the election of officers then takes place by secret ballot of the members. A nominee receiving the largest number of votes cast shall be the successful candidate. The officers shall hold their offices for one year terms, except for the Treasurer, who shall hold office for a two year term, and shall exercise such authority and perform such duties as shall be determined from time to time by the Board. Any two or more offices may be held by the same person. The officers of the HPD shall be installed at the December general membership meeting. The officers shall be as follows and shall have the following duties:
  1. President: The President shall preside at all meetings of the HPD and of the Board and shall have general charge of the affairs of the HPD. Subject to the direction and control of the Board, the President shall be the chief executive officer of the HPD and as such shall have general and active management of the business of the HPD and shall see that all orders and resolutions of the Board are carried into effect. The President shall cast the deciding vote in the event of a tie vote of the Board.
  2. Vice President: The Vice President shall be the officer next in seniority after the President. The Vice President acts for the President when the President is absent for any reason and assists the President when necessary.
  3. Secretary: The Secretary shall be responsible for the preparation and maintenance of the minutes of the meetings of the Board, preparing correspondence and keeping HPD records.
  4. Treasurer: The Treasurer shall have control of the funds of the HPD. The Treasurer shall receive all moneys paid to the HPD and, subject to any limits imposed by the Board, shall have authority to give receipts and vouchers and to sign and endorse checks in the name of the HPD and on the HPD’s behalf. The Treasurer shall also have charge of disbursement of funds of the HPD, shall keep full and accurate records of the receipts and disbursements and shall report monthly thereon to the Board and the general membership. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the HPD in such depositories as shall be designated by the Board. Initially, the Treasurer may pay out any funds totaling under $50 in any one month at his discretion and over $50 if in accordance with and provided for in the approved budget or if not on the budget, if approved by the Board.

ARTICLE IV - BOARD OF DIRECTORS

  1. Authority of the Board of Directors. The HPD’s powers shall be exercised by or under the authority of, and the business and affairs of the HPD shall be managed under the direction of, a Board of Directors.
  2. Number. The number of Directors shall be fixed by the resolution of the Board from time to time and may be increased or decreased by resolution adopted by the Board from time to time, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Initially and until changed by the Board, the Board of Directors shall be composed of eight (8) members.
  3. Term. The Directors shall serve for staggered terms of two (2) years each so that four (4) new Directors are elected each year.
  4. Election. A three member nominating committee shall be appointed by the Board at its September meeting to obtain a slate of Directors. At the October membership meeting, additional nominations may be made from the floor and the election of Directors then takes place by secret ballot of the members. The four (4) nominees receiving the largest number of votes cast shall be the successful candidates and shall be installed at the general membership meeting in January.
  5. Meetings. The regular meeting of the Board shall be at 7:00 P.M. on the first Tuesday of the month. Special meetings of the Board may be called by the President or any two (2) Directors upon written notice to all Board members.
  6. Proxy. Voting by proxy shall not be permitted at Director meetings.
  7. Majority Vote. A majority vote shall consist of a majority of Directors present at the meeting. The President conducts the Board meetings but is not a Director. In the case of a tie vote of the Directors the President shall cast the deciding vote. All actions of the Board shall be determined by a majority vote.
  8. Resignation. A Director may resign at any time by giving written notice of his or her resignation to any other Director or to the Secretary. The resignation shall be effective when it is received by the other Director or Secretary, as the case may be, unless the notice of resignation specifies a later effective date. Acceptance of such resignation shall not be necessary to make it effective unless the notice so provides.
  9. Removal.  Any Director, upon ten (10) days prior written notice of the action to be taken, may be removed by a majority vote of the Board members present at a meeting of the Directors if the Director has missed three (3) Director meetings in a row. A Director may also be removed by the members at any meeting of members by a majority vote of members present but only if the Director was first provided with at least ten (10) days prior written notice of the purpose of the meeting.
  10. Vacancies.  If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the vacancy may be filled at a meeting of the members or at a meeting of the Directors by a majority vote of the members or Directors present at the meeting.

ARTICLE V - COMMITTEES

  1. The Board may create one or more committees and appoint one or more HPD members to serve on them. Committee chairs are appointed annually by the President at the Board meeting following the installation of new officers and Directors at the Member meeting in December. Initially, the committees shall consist of: Membership, Newsletter (Editor), Librarian, Trip Coordinator, Programs and Picnic/Christmas Party.

ARTICLE VI - AMEMDMENT

  1. These Bylaws may be amended or repealed by a majority vote of the regular membership present at a regular meeting.