MICHIGAN STATE CHAPTER
Constitution and Bylaws
National Wild Turkey Federation
MICHIGAN STATE CONSTITUTION AND BYLAWS
INDEX
PAGE
ARTICLE I NAME, TERRITORY OF OPERATIONS, SEAL 1
ARTICLE II GOALS, PURPOSES, POWERS 1
ARTICLE III MEMBERSHIP 3
ARTICLE IV BOARD OF DIRECTORS 5
ARTICLE V COMMITTEES 10
ARTICLE VI OFFICERS 13
ARTICLE VII MANAGEMENT 17
ARTICLE VIII STATE AND LOCAL CHAPTERS 18
ARTICLE IX AWARDS, INCENTIVES, RECOGNITIONS 19
ARTICLE X NOTICES, MEETING PLACES, OFFICES 20
ARTICLE XI DISCONTINUATION OF CHAPTER 20
ARTICLE XII EXPULSION 20
ARTICLE XIII FORMAT OF MEETINGS 21
ARTICLE XIV AMENDMENTS 21
ARTICLE XV CONTRACTS 22
ARTICLE XVI FISCAL YEAR 22
ARTICLE XVII PROHIBITED ACTIVITIES 22
ARTICLE I
NAME, TERRITORY OF OPERATION AND SEAL
Section 1 – NAME
The name of this organization is – The Michigan State Chapter of the National Wild Turkey Federation, Incorporated hereinafter referred to as the “State Chapter”.
Section 2 – TERRITORY OF OPERATIONS
The State Chapter will operate principally in the State of Michigan.
Section 3 – SEAL
The State Chapter may have a seal of such design as the National Board of Directors may approve.
ARTICLE II
GOALS, PURPOSES AND POWERS
Section 1 – GOALS
The goals of the NWTF and the State Chapter are:
(a) To promote public awareness of, and support for, the conservation and wise management of the wild turkey;
(b) To initiate programs to protect and improve habitat and to increase the number and distribution of the wild turkey.
(c) To promote the preservation and growth of hunting traditions.
(d) To foster cooperation among both individuals and organizations on an international, federal, state or providence, and private level toward the accomplishment of such goals.
Section 2 – PURPOSES
The purposes of the NWTF and the State Chapter within the meaning of Section 501©(3) of the Internal Revenue Code are:
(a) To establish, maintain, and promote public interest in the management, protection, and restoration of the wild turkey;
(b) To develop, preserve, restore and maintain wild turkey populations and their habitats;
(c) To encourage, initiate and coordinate research relating to the wild turkey
(d) To acquire, store and disseminate biological information regarding the wild turkey;
(e) To give and promote entertainments, lectures and exhibitions for the general information of the public and of members of the NWTF;
(f) To promote the preservation and growth of hunting traditions;
(g) To do all things necessary and proper in furtherance of stated goals consistent with the exclusively educational and nonprofit nature of NWTF.
The State Chapter will operate exclusively for charitable, scientific and educational purposes as defined in the United States Internal Revenue Code and may engage in any and all lawful activities, incidental to the foregoing purposes, except as restricted herein. The State Chapter shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity that would prevent it or the NWTF as a whole from obtaining exemption from federal income taxation as a corporation described in the Internal Revenue Code or cause it or the NWTF as a whole to lose such exempt status. The State Chapter shall not be operated for the purpose of carrying on a trade or business for profit; nor shall the State Chapter engage in any activities that are unlawful under applicable international, federal, state, provincial or local laws. The State Chapter shall not engage in any prohibited transactions as described in the Internal Revenue Code, shall not accumulate income, invest income or divert income, in a manner endangering its exempt status of the NWTF as a whole, and shall not engage in any other activity which will result in the denial or loss of exempt status.
The State Chapter shall not participate or intervene in any political campaign on behalf of any candidate for public office. The carrying on of propaganda or otherwise attempting to influence legislation shall be limited to the extent permitted under the Internal Revenue Code and the regulations of the Internal Revenue Service applicable to organizations enjoying the tax-exempt status.
In the event of the liquidation, dissolution or termination of the State Chapter, whether involuntary or by operation of law, the remaining assets of the State Chapter, after payment of all debts and necessary charges and expenses, shall become the property of NWTF.
Sections 3 – POWERS
The State Chapter shall have all the powers necessary or convenient to carry out its purposes, subject only to limitations provided by the National and State Constitutions and Bylaws. Such powers shall include: the controls of its affairs; the designation of the time for holding and the manner of conducting its meetings; terms of office, official designations, powers and duties of its officers, directors, and members of committees; defining what constitutes vacancy in any office or committee and the manner of filling the same; the number of members or directors necessary for a quorum and for the regulation of all other matters within its purpose and power; the adoption of such bylaws, consistent with law, and this Constitution, with the right from time to time to amend or repeal the same, as it shall deem proper; approval of the annual budget, oversight of financial affairs of State Chapter, and any other powers normally vested to a State Board of Directors.
ARTICLE III
MEMBERSHIP
Section 1 – MEMBERSHIP ELIGIBILITY AND CLASSIFICATION
Any person interested in furthering the purposes for which a State Chapter is organized is eligible to become a member of NWTF if such person meets the terms established by NWTF. A State Chapter may solicit and provide for membership on such conditions as the NWTF Board of Directors may determine. Any person may be recommended for dismissal to the NWTF Board of Directors. However, the National Board must provide such member thirty (30) days written notice prior to the dismissal vote and provide such member with the opportunity to appear before the National Board of Directors to be heard prior to such vote.
Members shall not be liable on any NWTF obligations unless a member specifically agrees to such liability.
NWTF contributors to the State Chapter shall be classified into the same membership categories and accorded the same privileges, dues and responsibilities as that membership category carries within the NWTF as a whole.
All NWTF members in good standing who hold permanent residency within the State shall be considered members of the State Chapter.
This State Chapter may not charge dues for an individual to become or continue being a member of this State Chapter. The only dues required of members shall be those payable to the “Federation”.
Every member shall act with undivided allegiance and in the best interest of NWTF at all times.
Section 2 – MEETINGS OF THE MEMBERSHIP
The meetings of the general membership of the State Chapter for the transaction of such matters as may properly come before such meeting shall be held as fixed by the Board of Directors. Notice of the time and place of any such meeting shall be announced a minimum of thirty (30) days prior to such meeting and published via e-mail, web site, mail, newsletter or other general methods that reach the state membership as a whole.
Section 3 – VOTING
If a meeting of the general membership is held, each member present shall be entitled to cast one vote on any and all matters which shall properly come up for a vote before such meeting. Members in non-voting membership categories may not vote on any State Chapter matter.
Section 4 – QUORUM
At any meeting of the general membership, attendance of 1 percent (1%) of the total voting membership of the State Chapter shall constitute a quorum for the transaction or business.
Section 5 – ORGANIZATION
At each meeting of the general membership, the President, or in the case of the President’s absence, the Vice President, shall act as chairman thereof. The Secretary, or in the case of the Secretary’s absence, the person whom the chairman of the meeting shall appoint as secretary of the meeting, shall act as such.
Section 6 – MEMBER’S RECORD
A State Chapter shall maintain records of account, and minutes of organizational proceedings and actions taken as empowered by these Bylaws. All such documents may be inspected in person by any member for any purpose within ten (10) days of the date that State Chapter President receives a written request by such member. No copies of such documents will be made available absent an affirmative vote by the State Chapter Board of Directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 – POWERS AND ACTIONS
The affairs of the State Chapter shall be directed by the Board of Directors, except as otherwise provided by State statute or by this Constitution and Bylaws or by the National Constitution and Bylaws.
Every Director shall act with undivided allegiance and in the best interest of NWTF at all times.
Section 2 – NUMBER
The Board of Directors shall consist of no fewer than seven (7) nor greater than nineteen (19) members, including the immediate past State Chapter President, the current State Chapter President, two Directors from the Upper Peninsula (Zone 1), four Directors from the Northern Lower Peninsula (Zone 2) and 11 Directors from the Southern Lower Peninsula (Zone 3).
Section 3 – QUALIFICATIONS OF DIRECTORS
All Directors shall be at least eighteen (18) years of age and shall be NWTF members. No employee or family member of an employee of the NWTF shall be eligible to serve as a member of the Board of Directors. Family member for the purposes of this section is defined as a parent, child, spouse, aunt, uncle, or grandparent. No person holding an elected office that could cause an actual or perceived conflict of interest shall serve as a member of the Board of Directors. No person who has been convicted of any crime involving fiscal theft, fraud, significant gaming violations or other similar crime shall serve as a member of the Board of Directors. No State Chapter Director may hold any office or directorship at the national level during his/her term in office as a State Director.
Any member of the State Chapter who is significantly involved in a business enterprise that has or could have a potential conflict of interest with the NWTF shall not be eligible to serve as a member of the Board of Directors. Any member of the NWTF that is being considered to serve as a member of the Board of Directors must disclose any and all actual, existing or perceived conflicts in writing to the full Board of Directors thirty (30) days prior to the election of Directors. Immediately following election and each year thereafter, Directors must sign and date a Conflict of Interest statement that identifies any business interest(s) for which they have significant involvement and any elected office they may hold. The Board of Directors shall at its discretion determine whether such actual, existing or perceived conflicts disqualify the member from directorship.
If a State Board of Directors cannot make a clear determination of a conflict of interest, it must refer the matter to the NWTF National Board of Directors for a final ruling.
Section 4 – COMPENSATION FOR DIRECTORS
Directors may be reimbursed for travel and subsistence during meetings of the Board and meetings of Board Committees, and other official business approved by the Board or Executive Committee. In addition, at the request of the President and approved as set forth above, Directors may be reimbursed for travel and subsistence for other official business, but otherwise, no Directors shall receive any monetary compensation for serving on the Board of Directors or any committee thereof. Reimbursement for travel and subsistence will be limited to those expenses deemed reasonable.
Section 5 – ELECTION TERM OF OFFICE
At each annual meeting of the State Chapter, the Board of Directors shall elect one third of the Directors to serve three (3) year terms commencing at the close of the annual meeting at which they are designated and terminating at the close of the third succeeding annual meeting of the State Chapter. Any vacancy occurring on the Board of Directors shall be filled pursuant of Article IV, Section 10, Subsection 1 thereof.
One third of the Directors shall be elected by the Board of Directors annually.
Each local NWTF chapter in the State of Michigan may submit to the Nominating Committee the name and resume of one candidate annually, outlining their background, qualifications and contributions to the State Chapter Nominating Committee in writing with the signatures of five NWTF adult members including the candidate to be placed on the ballot for election. All such nominations must be received by the Nominating Committee 30 days prior to the election.
Subsection 1 – DIRECTORS ELECTED BY THE BOARD OF DIRECTORS
The Nominating Committee shall select outstanding candidates for the Board of Directors and present the names of these candidates to the Board of Directors for approval. In electing these Directors, the Board of Directors may accept or reject, in whole or in part, this list of candidates by a majority vote of quorum of Directors present in person at the Board of Directors meeting. If the Board of Directors does not concur with the recommendation of the Nominating Committee, the Board of Directors may unilaterally consider, nominate and select alternative candidates from the Membership as it deems appropriate to serve. Nothing in this previous sentence shall be construed to mean that the Board of Directors can elect more or less than one third of the Directors at the annual meeting.
Section 6 – ANNUAL MEETING OF THE BOARD OF DIRECTORS
The annual meeting of the Board of Directors for the transaction of such business as may properly come before it shall be called no less than thirty (30) days before such meeting by sending, by first class mail, notice of time and place of such meeting to each Director at his or her physical address of record or at the Director’s instructions, to his or her electronic address of record. The annual meeting of the Board of Directors shall be held at such suitable place convenient to the Directors as they may designate. It is the responsibility of each Director to furnish the State Chapter Secretary with his or her mailing address of record. The address of record for each Director for purposes of these Bylaws shall be the address that the Director has most recently provided in writing to the State Chapter Secretary. The annual meeting will be held in the month of January each year.
Section 7 – OTHER MEETINGS; NOTICE
Other meetings of the Board of Directors may be called at a time and place approved by the Board of Directors or the Executive Committee thereof. Notice of the time and place of other meetings of the Board of Directors shall be sent by first class mail to each Director at his or her physical address of record or, at the Director’s instructions, to his or her electronic address of record not less than thirty (30) days prior to the date set for such meeting. All such meetings shall be held at such suitable place convenient to the Directors as they may designate. Such meetings may be held in person or telephone as long as appropriately noticed. The State Chapter will establish an annual calendar of meeting and have it published to the membership.
Special meetings of the Board of Directors may also be called by the President. Such special meetings shall be held only for the purpose or purposes specified in the notice of such meeting. Notice of the time and place of special meetings of the Board of Directors shall be sent by first class mail to each Director at his or her physical address of record or, at the Director’s instructions, to his or her electronic address of record not less than ten (10) nor more than thirty (30) days prior to the date set for such meeting.
Section 8 – QUORUM
The presence at any meeting of the Board of Directors in person of 51% of the total number of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of those Directors present in person may by resolution adjourn the meeting, but shall set a time, dates and place specified in the notice for the next meeting until a quorum is present. At a duly adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 9 – VOTING
At every meeting of the Board of Directors or committees, each voting Director shall be entitled to one vote in person or attendance (attendance being by telephone or other electronic method). There shall be proxy voting allowed at meetings of the Board of Directors or the Executive Committee. Such proxy must be presented in writing at the meeting in which the proxy is to be used and contain such conveying Director’s original and witnessed signature. Upon demand of any member of the Board of Directors, the vote upon any question before the meeting shall be by confidential written ballot to be read and counted by the Secretary. For the Board of Directors or the Executive Committee, all matters shall be decided by a majority vote of the Directors in attendance unless provided for by these Bylaws. For other committees, all matters shall be decided by Roberts Rules of Order a majority vote of the committee members in attendance or by proxy.
Section 10 – DIRECTOR – VACANCIES, REMOVALS AND RESIGNATIONS
Subsection 1 - DIRECTOR VACANCIES
Vacancies of any Director caused by death, resignation, retirement, disqualification or any other cause, may be filled for the unexpired portion of a term by majority action of the Board of Directors from nominees submitted by the Nominating Committee or by individual Directors. In the event that such sudden vacancies causes the composition of the Board to decrease its total composition to be less than 51% of the members, the presence at any meeting of the Board of Directors of 2/3 such Directors shall be deemed a quorum exclusively for the purposes of selecting additional Directors.
Subsection 2 - DIRECTOR RESIGNATIONS
Any Director may resign at any time by delivering a written or electronic resignation notification to the President or Secretary. If the officer submitting his/her resignation is the State President, notification must be made to the Board of Directors as a whole.
Subsection 3 - DIRECTOR REMOVALS
Any Director may be removed from office by vote of 75% of the entire duly elected Board of Directors then in office at any regular or special meeting for any reason that the Board of Directors deems appropriate. Any Director subjected to such potential removal must be informed by certified mail a minimum of ten (10) days prior to the date such vote is taken.
Section 11 – ACTION BY WRITTEN CONSENT
Any action required or permitted to be taken by the Board of Directors or an empowered committee may be taken without a meeting if seventy five percent (75%) of the members of the Board of Directors or an empowered committee shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as though voted upon by a majority of the Directors at a regular or special meeting of the Board. A committee may take action without a meeting by verbal or written consent if seventy five percent (75%) of the committee members are in agreement with the action. Written notice of the action taken without a meeting must be given to all Directors who do not sign within ten (10) days after such action is approved.
Section 12 – ACTION WITHOUT ASSEMBLING
Any action that may be taken at a meeting of the Board of Directors or a committee thereof with a quorum as required by the Bylaws may be taken by the members of the Board or committee thereof in person or by communicating simultaneously with each other by means of telephone or other electronic means providing verbal or electronic communication.
Section 13 – ANNUAL REPORTS
The State Board of Directors shall present to the President of the National Board of Directors an annual report on the State Chapter activities over the past fiscal year no later than 90 days after the conclusion of the State Chapter annual meeting. This report shall include an accounting of the State’s Super Fund Projects, listing of all State’s events, fiscal accounting of the State’s funds, listing of the current Board of Directors, and any other activities the State Board determines to be appropriate.
ARTICLE V
COMMITTEES
Section 1 – DIRECTOR COMMITTEES
All director committee members shall be Directors or Officers of the State Chapter. Director committees shall be designated in this Constitution or in the Bylaws and shall include:
Subsection 1 – EXECUTIVE COMMITTEE
A. POWERS: The Executive Committee shall act through the President and on behalf of the Board of Directors to conduct the business of the State Chapter between meetings of the Board of Directors.
The Executive Committee shall have all the authority of the Board of Directors except as to the following matters (all of which shall be reserved to the Board of Directors):
(1) The submission to members of the NWTF of any action requiring member’s approval under state or federal nonprofit corporation laws;
(2) The filling of vacancies and otherwise electing officers or members of the Board of Directors;
(3) The amendment or repeal of the Constitution or the Bylaws or any parts thereof, or the adoption of a new Constitution or new Bylaws;
(4) The amendment or repeal of any resolution of the Board of Directors by which its terms shall not be so amendable or repealable.
B. NUMBER AND TERM OF OFFICE: The Executive Committee shall consist of up to five (5) members. The members of the Executive Committee shall include the President of the Board of Directors (who shall serve as Chairman of the Executive Committee), the Vice President, the Secretary, the Treasurer and one member elected by the Board of Directors.
Members of the Executive Committee shall serve one (1) year terms commencing at the close of the annual meeting at which they take office.
C. MEETINGS: The President shall call into session the Executive Committee at times selected by him or her. Good faith notice of the Executive Committee session will be given to each member of the committee by first class mail or other generally accepted electronic means at their known permanent address.
D. QUORUM: Transaction of business by the Executive Committee shall require in person or telephonic or electronic votes of not less than three (3) Committee members, one of whom shall be the Chairman of the Executive Committee or a member of the Board of Directors designated by him.
Subsection 2 – NOMINATING COMMITTEE
A. RESPONSIBILITIES: The Nominating Committee shall identify and recommend qualified members of the NWTF to serve as Directors and shall place such members in nomination before the Board of Directors. The Nominating Committee shall obtain such information about nominees as designated in this Constitution or Bylaws or as deemed appropriate by the fitness of nominees, and shall obtain assent of nominees to serve in their elected capacity. The Nominating Committee is governed by Roberts Rules of Order.
At each annual meeting, the Nominating Committee shall submit for approval to the Board of Directors a list of persons to serve as officers of the State Chapter. The Board of Directors also has the authority to nominate and elect officers of the State Chapter by a majority vote of a quorum of Directors present in person at the Annual Meeting of the Board of Directors.
B. NUMBER AND TERM OF OFFICE: The Nominating Committee shall consist of five (5) or more members that are elected by the Board of Directors. Members of the Nominating Committee shall serve one (1) year terms commencing at the close of the annual convention at which they were selected.
Subsection 3 – HUNTING HERITAGE SUPER FUND COMMITTEE
A. RESPONSIBILITIES: The Hunting Heritage Super Fund Committee shall be responsible for creating and recommending an annual Super Fund budget and reviewing and recommending to the State Board approval or denial of any Hunting Heritage Super Fund requests that come before the State Chapter. The committee’s final recommendations will be forwarded to the State Chapter full Board of Directors for approval.
B. NUMBER AND TERM OF OFFICE: The Hunting Heritage Super Fund Committee shall consist of the Vice President of the State Chapter and up to five other directors appointed by the President and a nonvoting member who is a designated professional from the state wildlife agency and a nonvoting member who is the NWTF regional biologist.
Members of the Committee shall serve one (1) year terms commencing at the close of the annual convention at which they are selected.
C. CHAIRMAN: The Vice President shall serve as Chairman of the Committee.
D. MEETINGS: The annual meeting of the Hunting Heritage Super Fund Committee for the transaction of such business as may properly come before it shall be held at a time and place that is convenient to the members and is timely with the State’s funding cycle. Other meetings of the Committee may be called at a time and place designated by the Chairman of this committee.
Subsection 4 – CONSTITUTION AND BYLAWS COMMITTEE:
The Constitution and Bylaws Committee shall consist of three (3) or more members appointed by the President of the State Chapter and shall be responsible for proposing amendments to the Constitution and Bylaws, and amendments thereto, submitted for Board of Directors approval, shall be reviewed by this Committee before considered by the Board of Directors.
Subsection 5 – SPECIAL COMMITTEES
Special committees, boards, councils and task forces may be established and appointed by the President of the State Chapter and may consist of directors, officers, State NWTF members or any combination thereof.
These committees will work on their assigned areas of responsibility and report to the Board of Directors or in case of an emergency to the Executive Committee, for approval.
Other possible committees:
PR Media Website, State Convention, Conservation Seed, Fund Raising, Awards, Rules and Regulations, Habitat Enhancement, Patch, Outreach, Budget and Finance.
ARTICLE VI
OFFICERS
Section 1 – TITLES AND QUALIFICATIONS
The officers of the State Chapter shall be; a President of the Board of Directors, a Vice President, a Treasurer, and such other officers, if any, as the Board of Directors may from time to time elect. All officers must be members of the NWTF during their full term of office. No two members of the same family may serve as officers concurrently. No individual may hold multiple offices concurrently.
Section 2 – ELECTION AND TERM OF OFFICE
The President of the Board, Vice President, Secretary and Treasurer shall be elected at the Annual Meeting by simple majority vote of the full Board of Directors.
The term of office for each officer shall commence following the election and at the close of that meeting at which he or she is elected and shall continue until the term is over or for a term of two years and not to exceed more than two full terms for the office of President and Vice President, or until his or her death, resignation, removal or disqualification. (The BOD may specify a specific date or an annual meeting for the term to start and stop.)
If additional terms are needed under extra ordinary conditions the National Board of Directors may approve an extension of no more than one full term of two years.
Section 3 – OFFICER VACANCIES, RESIGNATIONS AND REMOVALS
Subsection 1 – OFFICER VACANCY
Any vacancy of the Officers caused by death, resignation, retirement, disqualification or any other cause shall be filled for the unexpired portion of a term by majority action of the Board of Directors from nominees submitted by the Nominating Committee or by individual Directors. The office of President shall be filled by the Vice President who shall hold said office for the remainder of the vacated term.
Subsection 2 – OFFICER RESIGNATIONS
Any Officer may resign from office and/or the Board of Directors at any time by delivering a written or electronic resignation notification to the President or Secretary. If the officer submitting his/her resignation is the State President, notification must be made to the Board of Directors as a whole.
Subsection 3 – OFFICER REMOVALS
Any Officer may be removed from office by vote of seventy five percent (75%) of the Board of Directors for any reason the Board of Directors deems appropriate.
Any Officer subject to removal from the Board shall be subject to Article IV, Section 10 of the State Constitution and Bylaws.
Section 4 – President of the Board of Directors
The President of the Board shall preside at all meetings of the entire Board, shall keep the Board of Directors fully informed, shall freely consult with them concerning the affairs of the State Chapter, and shall have such other powers and duties consistent with this Constitution as may be assigned to him or her from time to time by the Board of Directors.
The President shall preside at Executive Committee Meetings, at general membership meetings, and at all full Board Meetings. The President shall have the responsibility of appointing those members and Chairmen of Director Committees who are not specifically appointed or specified by this Constitution, and establishing and appointing the members and Chairmen of special committees, boards, councils, and task forces. The President, together with any other officer, shall have the power to sign, unless the Board of Directors shall specifically require otherwise, in the name of the State Chapter, all agreements and other documents authorized generally or specifically by the Board of Directors.
The President shall have the responsibility of appointing such subcommittees of the Executive Committee as he or she deems necessary and appropriate. The President shall be responsible for keeping the other officers, the Board of Directors, the National Staff, and the general membership of the State of Michigan fully informed concerning the affairs of the State Chapter and shall have other powers and duties not inconsistent with this Constitution as may be assigned to him or her from time to time by the Board of Directors.
Section 5 – VICE PRESIDENT
The Vice President shall have such powers and duties as may be assigned to him or her by the Board of Directors. In the absence of the President, the Vice President shall perform the duties of President.
Section 6 – SECRETARY
The Secretary shall act as such at all meetings of the general membership of the State Chapter, the Executive Committee and Board of Directors and shall keep the minutes of all such meetings in the books proper for that purpose. The Secretary shall have charge of all lists, records, books, documents, and papers as the Board of Directors deems appropriate. The Secretary shall also keep the minutes of all meetings of the Board of Directors and shall maintain a record containing the names of all persons who are Members and who are Directors. Such record shall include the Members and Directors place of residence, telephone number, and electronic mail address and will be known as the Address of Record for purposes of these Bylaws. The Secretary shall perform all the duties customarily incident to the office of the Secretary and shall perform such other duties as from time to time shall be assigned to him or her by the Board of Directors.
The Secretary may delegate his or her functions and duties to assigned individual(s) but shall oversee the functions and duties and retain responsibility for them.
The Board of Directors may designate an Assistant Secretary, responsible to the Secretary, who acts on behalf of the Secretary in the event the Secretary is unavailable, provides other assistance to the Secretary as called upon, and performs such other duties as may be imposed by the Board of Directors.
Section 7 – TREASURER
The Treasurer shall have custody of all funds and securities of the State Chapter which may come into his or her hands. The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the State Chapter and shall deposit all moneys and other valuable effects of the State Chapter in the name and to the credit of the State Chapter in such banks and depositories as the Board of Directors may from time to time designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of his or her accounts and shall at all reasonable times exhibit his or her books and accounts to any Director of the State Chapter. The Treasurer shall perform all duties customarily incident to the office of Treasurer, subject to the control of the Board of Directors.
The Treasurer may delegate functions and duties to assigned members but shall oversee the functions and duties and retain responsibility for them.
The Board of Directors may designate an Assistant Treasurer, responsible to the Treasurer, who acts on behalf of the Treasurer in the event the Treasurer is unavailable, provide other assistance to the Treasurer as called upon, and perform such other duties as may be imposed by the Board of Directors.
The Treasurer must provide the Board of Directors an accounting of funds received and dispersed at each Board of Directors meeting and for the annual report.
Section 8 – PROHIBITION AGAINST LOANS
The State Chapter shall not make loans to its Directors. Any Director accepting such loan will be subject to immediate removal and is obligated to immediately repay any and all monies borrowed under such loan.
ARTICLE VII
MANAGEMENT
Section 1 – FINANCIAL STANDARDS
The State Chapter shall adhere to generally accepted standards of financial management.
a. Relationship of State Chapter to Federation. This State and its Local Chapters are unincorporated divisions of the Federation, and all chapter assets, liabilities, and income are ultimately those of the Federation. The State and Local Chapters shall conduct their affairs in a manner that provides full information and accounting to the Federation, and does not expose the Federation to unreasonable liabilities.
b. Reporting. The Federation files an annual tax return with the Internal Revenue Service reporting all financial activity at the national, state and local levels. Using forms provided by the Federation, this Chapter shall report financial activities at the State Chapter level, and transmit all of this information to the Federation in a timely fashion so the Federation can prepare its federal tax return.
c. Transactions Outside the Ordinary Course of Business. This State or Local Chapter shall not borrow any funds from any institution or individual. This Chapter shall not commit the Federation to any financial liabilities outside the ordinary course of business without prior approval by the Federation. This Chapter shall report any major contributions, bequests, or other large donations to the Federation with regard to the disposition of such donations.
Section 2 – RECORD MAINTENANCE
All financial documents regarding any statement, audit, or other financial document reviewed or considered by the Board of Directors will be maintained for a minimum of seven years and shall not be destroyed without affirmative vote of the Board of Directors thereafter.
Section 3 – HARASSMENT AND DISCRIMINATION
The State Chapter and its chapters shall not discriminate in any manner against any person by reason of race, color, sex, national origin, disability, pregnancy, or religious or political affiliation. The State Chapter and its chapters shall take a positive approach to assuring each individual equal opportunity for employment, membership, and election with their organizations. The NWTF is committed to an environment in which all individuals are treated with respect and dignity. Therefore, NWTF expects that all relationships among persons in office will be businesslike and free of prejudice and bias.
ARTICLE VIII
STATE AND LOCAL CHAPTERS
Each State of the United States shall have only one (1) chapter which will carry the State Chapter designation. State Chapter names shall begin with the name of the State and end with the phrase, “Chapter of the National Wild Turkey Federation.”
Section 1 – MEMBERSHIP
Except as indicated below, each State Chapter shall consist of NWTF members whose permanent residence lies within the boundaries of the state and who desire membership in the Chapter.
Each local chapter shall govern its operations and affairs so as to support the policies and activities of the NWTF and the State Chapter. State and Local Chapters will not have the authority to hire or contract any employee without the written permission of the National Wild Turkey Federation Management Team. The afore-mentioned written permission shall be reviewed annually by the NWTF Management Team. The activities of a local chapter shall not conflict with the NWTF Constitution and Bylaws, the NWTF Certificate of Incorporation, or the Constitution for State Chapter of the NWTF Inc.
The chain of authority shall be that local chapter presidents are responsible to their appropriate state chapter presidents, who in turn, shall be responsible to the President of the NWTF National Board of Directors.
ARTICLE IX
AWARDS, INCENTIVES, RECOGNITIONS
Section 1 – GENERAL
The State Chapter may present such State awards and recognitions as may be approved by the Board of Directors. All such awards shall be made in the name of the State Chapter.
Section 2 – STATE AND LOCAL CHAPTERS
All State and Local Chapters may grant such awards and recognitions as may be consistent with their purposes and not duplicative of or in conflict with the national awards of the NWTF
ARTICLE X
NOTICES, MEETING PLACES AND OFFICES
All notices required by law or by this Constitution shall be in any of the following manners; writing, e-mail, texted, phone, voice mail or fax. A member of the board may specifically request to be notified in a particular manner. Notice may be waived, either before or after the meeting for which it is required, by any person entitled to receive the same.
ARTICLE XI
DISCONTINUATION OF CHAPTERS
Should this State, or any Local Chapter be discontinued, dissolved or otherwise liquidated, all assets, receivables, outstanding liabilities and all other financial assets and records shall be turned over to the Federation immediately.
ARTICLE XII
EXPULSION
Any individual may be expelled from membership in the NWTF and any Chapter of the NWTF may be dissolved and a new Chapter may be created in its place by the National Board of Directors.
Section 1 – LOCAL CHAPTERS
A local chapter may be dissolved, for cause, if not less than two-thirds (2/3) of their entire State Chapter Board of Directors, or not less than two-thirds (2/3) of the Executive Committee thereof, in person at a properly scheduled meeting, vote to dissolve it and the NWTF Chief Executive Officer approves of such dissolution. The NWTF Board of Directors has the right to reverse any chapter dissolution decision made.
Section 2 – INDIVIDUALS, LOCAL, STATE CHAPTERS
The NWTF Board of Directors May, for cause, expel any individual from membership in the NWTF, or any local or state chapter from their status as a chapter, by vote of not less than two-thirds (2/3) of the Board of Directors then in office. Such individual or State Chapter shall be given at least fifteen (15) days notice of such proposed action, including the cause thereof, and an opportunity to be heard by the NWTF Board of Directors. Notice of any such hearing shall be delivered by the NWTF Board of Directors by Federal Express, UPS or Mail.
ARTICLE XIII
FORMAT OF MEETINGS
Unless otherwise specifically designated in the Constitution or Bylaws, all local, state and national meetings of the NWTF members, officers, directors and committees shall be governed by Robert’s Rules of Order.
ARTICLE XIV
AMENDMENTS
The Constitution and Bylaws may be amended by a 2/3 plus one of the Board of Directors then in office at a meeting for which a copy of the proposed changes are contained in the notice of the meeting.
Amendments and changes to State or Local Chapter’s Constitution and Bylaws shall be submitted to the National Board of Directors for review and approval as outlined in Article V Section 1 Subsection 7 of the National Constitution and Bylaws prior to ratification.
ARTICLE XV
CONTRACTS
The Board of Directors may not authorize any Officer or other agent to enter into any contract or execute and deliver any instrument in the name of NWTF without NWTF staff review and approval.
ARTICLE XVI
FISCAL YEAR
The fiscal year of NWTF and the State Chapter shall be September 1st through August 31st.
ARTICLE XVII
PROHIBITED ACTIVITIES
Unless otherwise noted within this Constitution and Bylaws, no Employee, Officer, Director, Volunteer or other agent or representative of the State Chapter or Local Chapter is authorized to take any action or engage in any activity on behalf of NWTF that is not permitted to be taken under Section 501(c)(3) of the Internal Revenue Code and its Regulations.
OFFICIAL ADOPTION OF
BYLAWS FOR THE MICHIGAN STATE CHAPTER
We, the Michigan State Chapter of the National Wild Turkey Federation, agree to abide by the Articles that make up these Bylaws and fully understand that these Bylaws are the governing document used to handle the day-to-day affairs of our State and Local Chapters.
Arthur Pelon 07-21-18
State Chapter President Date
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NWTF National President Date
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Constitution and Bylaws Chairman Date