ARKANSAS BLACK BASS COALITION

BY-LAWS


ARTICLE 1

Name and Purpose

Section 1.1 Name:  This organization will be called the Arkansas Black Bass Coalition (ABBC).

Section 1.2 Purpose:  The purpose of this organization is to promote and improve the black bass fishing in the State of Arkansas.

Section 1.3 Due and Fees:  Membership dues will be ten dollars.  Dues will be paid at time of joining ABBC and renewal due on anniversary date.

ARTICLE II

Directors

Section  2.1 Board of Directors:  The Board of Directors, hereinafter referred to as the Board, shall have power to manage and administer the business and affairs of the ABBC except as specifically limited by law or the Articles of Incorporation. All corporate powers of the ABBC shall be vested in and may be exercised by said Board. The Board may delegate any of its powers to such persons or committees as the Board may determine.

Section 2.2 Number:  The Board shall consist of not less than five (5) nor no more than twenty (20). The exact number within such a minimum and maximum limits to be fixed and determined from time to time by majority vote of the Board present in person or by proxy at a specified annual meeting of the Board.

Section 2.3 Proxies:  Directors may vote at any meeting by proxy.  Proxies shall be valid only for one meeting, to be specified therein, and invalid after adjournment of such meeting.  Proxies shall be dated and filed with the records of the meeting.

Section 2.4 Quorum:  A majority of the directors, represented in person or by proxy, shall constitute a quorum at any meeting.  If a quorum is present, a majority of the votes present in person or by proxy cast shall decide every question or matter submitted to the directors at any meeting.

Section 2.5 Director Eligibility:  The Board recognizes the need for an orderly and balanced plan for retirement and replacement of the ABBC directors.  To this end, the following policy is established to govern addition to or the retirement from the Board.

Section 2.5(a):  Rotation Directors are elected for a two year term at the end of which directors may be eligible for re-election if the Board deems the director meets the criteria necessary.  In the event the Board determines that there are sufficient vacancies on the Board to justify doing so, it may at any meeting after proper notification to the ABBC membership, elect an interim Board member to take the place of any member going off the Board.  Such interim Board member would serve for a term to be designated by the Board not to exceed the un-expired portion of the term of the member replaced.  It is the intention of the Board to have rotating terms after two years.  Expiration of terms of individual Board members shall be staggered as determined by the Board.

Section 2.5(b):  Additions Any member who has demonstrated support and interest in the objectives, which govern the ABBC, may be considered for a position on the Board.  Any member of the organization may recommend to the President or Nominating Committee potential board members to fill existing or future vacancies.  The Nominating Committee or
Secretary shall maintain a file of the recommended persons as a backlog.  The written nomination shall include a brief
biographical profile and shall be submitted to the committee or the Board ninety days prior to the election or appointment date.  The nominations shall be compiled by the Secretary, reviewed by the President or Nominating Committee, for presentation to the Directors.  A majority vote of the membership present will approve and elect the new director(s) who will be introduced and will begin service the following month.

Section 2.5(c) Removal from the Board:  Any Board member who has missed three consecutive meetings without furnishing the ABBC Board of Directors a suitable explanation for the absences prior to the meeting will automatically be removed from the Board.  A sixty-day grace period for annual dues will be allowed.  After sixty days, the member will be stricken from the roll.  Directors dues not paid within the sixty-day grace period will be notified and suspended as a Director.  The President will notify in writing the  automatic removal from the Board as subject to the ABBC By-laws.

Section 2.5(d) Conduct:  It is expected of ABBC Directors that they conduct themselves in such a way that reflects favorably on the ABBC as an organization.  Any officer or director elected or appointed by the Board and/or membership may be removed by the Board whenever, in its judgment, the best interest of the ABBC would be served thereby, but such removal shall be without prejudice to the contract person, if any of the persons so removed.  Removal of a director will be based upon 2/3 majority vote by the Board where upon the Board will notify in writing or in person the outcome of the vote, and it will be enacted.

Section 2.5(e) Reinstatement to the Board:  Any Board member that loses a position on the Board may only be reinstated by a majority vote of the Board after having been resubmitted for membership by a Board member.  

Section 2.5 (f) Compensation:  There will be no compensation paid to any Director except for reimbursements for travel (including meals and lodging) to conduct the business of the ABBC.


ARTICLE III​

Officers

Section 3.1 Officers:  The officers of the ABBC shall be a President, two Vice-Presidents, a Secretary and a Treasurer and shall take office immediately following their election.  The terms of their office shall be one year.  However, the terms of office may be extended or shortened by 2/3 majority vote of the Board of Directors.

Section 3.2 President:  The President shall be a member of the Board.  The President shall preside at all meetings of the Board and shall appoint all committees and their chairmen and shall be an ex officio member of said committees.  The President will have all voting privileges in committee however will be prohibited from voting in Board decisions only in case of a tie.  Whereupon, the President will be expected to cast the deciding vote.

Section 3.3  Vice-President:  The Vice-Presidents shall be members of the Board.  In the President's absence or in the event of the inability to perform the duties of the office the board shall appoint one of the two Vice-Presidents to perform the duties of the President.  Should the absence require an extended leave, the Vice-Presidents will alternate the position from meeting to meeting.

Section 3.4 Treasurer:  The Treasurer shall be a member of the Board.  The Treasurer will collect all membership dues and shall have the care and custody of the funds and property of the ABBC which shall be disbursed by the treasurer only upon the order of the Board.  The Treasurer shall submit a monthly report for the previous month at each months Board meeting and shall render special reports whenever requested to do so by the Board or the President.  The Treasurer shall deposit all funds in the name of the ABBC in bank or banks as may be designated by the Board.

Section 3.5 Secretary:  The Secretary shall be a member of the Board and shall be custodian of the records, keep the roll of the membership and discharge such duties as may be assigned to the Secretary by the Board of Directors or the President.

Section 3.6 Sergeant at Arms:  The Sergeant at Arms shall not be a member of the Board.  By direction of the President, the Sergeant at Arms will help maintain order in respect to the agenda, in disagreements, and in the culminations of debates.

ARTICLE IV

Removal of a Member

Section 4.1 Removal of a Member:  A Member may be dropped from the membership rolls for the following:  (A) failure to pay dues; (B) any action that reflects dishonor or disgrace to the ABBC membership.


ARTICLE V

Affiliations

Section 5.1 Affiliations:  The ABBC may become affiliated with other organizations with matching purpose and intent as those of the ABBC.  These affiliations will be governed by law and the Articles of Incorporation.

Section 5.1 (a):  Compensation to and from Affiliates:

Compensation may be given or received from affiliated organizations to be used for consultation, research, political networking and advertising.

ARTICLE VI

Amendments

Section 6.1 Inspection:  A copy of the By-laws, with all amendments thereto, shall at all times be kept in the office of the ABBC and shall be open for inspection to all Board members and the general membership at large.

Section 6.2 Amendments:  These By-laws may be amended, altered or repealed upon a vote of 2/3 of the Board at a legally called meeting of the Board where a quorum of the Board is represented in person or proxy, provided ten days written notice of the meeting and the proposed amendment have been mailed to each board member at the last known address.

Section 6.3 By-laws:  All By-laws and Amendments heretofore adopted or repealed and superseded in entirety, and these By-Laws shall be and become the By-Laws of the ABBC from and after their adoption by the Board of the ABBC.