SUSKIE BASSMASTERS

Articles of Incorporation/Bylaws

Amended  July 2nd, 2008

 

Article I      NAME/PURPOSE

                   Section 1.        The name of the Corporation is Suskie Bassmasters.

 

                        Section 2.        Purpose.

                                    Dedicated to improving public access and use of the Susquehanna River Watershed.   

            Promote the environmental protection and responsible use of the Susquehanna River, its related wetlands, and wildlife resources. 

            Enhancement of recreational fishing, hunting, boating, and other outdoor activities on the Susquehanna River watershed. 

            Promote and support appropriate habitat improvement and educational projects, and will work with public authorities and other conservation and recreational organizations toward achieving our purpose.

            Dedicated to improving smallmouth bass fishing in the Susquehanna River watershed through education, habitat preservation and responsible management

 

Article II       NONPROFIT STATUS

     Suskie Bassmasters may undertake any lawful activity to administer its affairs and attain its objectives, alone or in conjunction with others, except any activity that would cause it to lose its exemption as an IRS 501 C (3) organization.

     Said organization is organized exclusively for charitable, religious, educational, or scientific    purposes, including, for such purposes, the making of distributions to organizations that qualify as exempts organizations under section 501 ©(3) of the Federal Internal Revenue Code, or corresponding section of any future federal tax code.
     No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
     Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, orshall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the County in which the principle office of the organization is then located, exclusively for such purposes or to such oranization or organizations, as said Court shall determine, which are organized and operated exlusively for such purposes. 

 

 

 

Article III    CONFLICT OF INTEREST

                        A.        Purpose.  The purpose of the conflict of interest policy is to protect this tax-exempt                                  organizations interest when it is contemplating entering into a transaction or arrangement that                               might benefit the private interest of an officer or director of the Organization or might result in a                         possible excess benefit transaction.   This policy is intended to supplement but not replace any                              applicable state and federal laws governing conflict of interest applicable to nonprofit and                                    charitable organizations.

                        B.        Duty to disclose.  In connection with any actual or possible conflict of interest, any                                   officer, director, or other organization official or member must disclose the existence of the                                  financial interest and be given the opportunity to disclose all material facts to the directors and                             members of committees with governing board delegated powers considering the proposed                                    transaction or arrangement.

                        C.        Determination of conflict.  After disclosure of the financial interest and all material                                 facts, and after any discussion with the interested person, he/she shall leave the governing board                         committee meeting while the determination of a conflict of interest is discussed and voted upon.                                      The remaining board or committee members shall decide if a conflict of interest exists.

                        D.        Procedures to address conflict.  An interested person may make a presentation at the                              governing board or committee meeting, but after the presentation, he/she shall leave the meeting                           during the discussion of, and th vote on, the transaction or arrangement involving the possible                              conflict of interest.

                        1.   The President of the governing board or committee shall, if appropriate, appoint a                                            disinterested person or committee to investigate alternatives to the proposed transaction or                                    arrangement.

                        2.   After exercising due diligence, the governing board or committee shall determine whether                              the Organization can obtain with reasonable efforts a more advantageous transaction or                                         arrangement from a person or entity that would not fine rise to a conlict of interest..

                        3.   If a more advantageous transaction or arrangement is not reasonably possible under                                         circumstances not producing a conflict of interest, the governing board shall determine by                                     majority vote of the disinterested directors whether the transaction or arrangement is in the                                   Organization’s best interest, for its own benefit, and whether it is faia and reasonable.  In                                      conformity with the above determination it shall make its decision as to whether to enter into the                                     transaction or arrangement.

E.        Violations of Policy.  If the governing board has reasonable cause to believe a member                             has failed to disclose actual or possible conflicts of interest, it shall inform the member of the                                basis for such belief and afford the member an opportunity to explain the alleged failure to                                   disclose. If, after hearing the member’s response and after making further investigation as                                     warranted by the circumstances, the governing board determines the member has failed to                                    disclose an actual or possible conflict of interest, it shall take appropriate disciplinary action.

F.         Records.  The minutes of the governing board and all committees with board                                            delegated powers shall contain:

1.   The names of the persons who disclosed or otherwise were found to have financial interest in                         connection with an actual or possible conflict of interest, the nature of the financial interest, any                           action taken to determine whether a conflict of interest was present, and the governing board’s                            decision as to whether a conflict of interest in fact existed.

2.   The names of the persons who were present for discussions and  votes relating to the                                       transaction or arrangement, and a record of any votes taken in connection with the proceedings.

G.        Statements.  Each director, principal officer, and member of a committee with governing             board delegated powers shall sign a statement which affirms such person:

            1.   Has received a copy of the conflicts of interest policy.

            2.   Has read and understands the policy.

            3.   Has agreed to comply with the policy.

                              4.   Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

          H.    Reviews.  To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted.  The periodic reviews shall at a minimum, include the following subjects:

            1.   Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

            2.   Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

When conducting the periodic reviews as provided for in Article III (H), the Organization may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

 

Article IV    BOARD OF DIRECTORS

Section 1.        The Board of Directors of the corporation shall manage the ongoing business and affairs of the corporation, including establishing and carrying out its general policies and authorizing the expenditure of funds.  The Board of Directors shall have the power to vote upon all matters.  The Board shall consist of a President, Vice President,  Secretary, Treasurer.and three (3) at large Directors. 

Section 2.        President.  The President shall be the principal executive officer of the corporation.  The President shall in general supervise and control all of the business and affairs of the corporation.  The President shall preside at all meetings of the members of the Board.  Unless otherwise required, upon the authorization of the Board of Directors, the President is empowered to execute and deliver contracts and other instruments in the name of and on behalf of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be described by the Board of Directors from time to time. 

Section 3.        Vice President.  In the absence of the President or in the event of the death, resignation, or inability of the President to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall also perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 4.        Secretary.  The Secretary shall:

a)      Keep the minutes of all meetings in one or more books provided for that purpose.

b)      See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 

c)      Be the custodian of the corporate records.

d)     Keep a register of the post office address of the Board members.

e)      In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. 

Section 5.        Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of duties of Treasurer in such sum and with such surety or sureties as the Board of Directors shall determine, the costs of such bond to be borne by the corporation. 

a)      Have charge and custody of and be responsible for all funds and securities of the corporation and keep full and accurate record of money received and paid.

b)      Receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, other depositories, or securities or money market funds as shall be selected by the Board of Directors.

c)      In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. 

Section 6.        Directors.  Directors shall participate as board members in reviewing and adopting, and voting on all organizational business.

Section 7.        Quorum.  A simple majority of Board Members is required to conduct organizational business.

Section 8.        Vacancies.  Board/Officer vacancies will be filled by appointment of the President

with Board approval.

 

Article V     MEETINGS

The Organization may hold any number of meetings to conduct its business. At a minimum, it will hold an annual meeting at which the Board of Directors will review the operating results of the Organization for the prior year, hold elections for Officers/Directors, and conduct any other business that may be necessary at that time. Unless decided otherwise the annual meeting will be held in March of each year. The Secretary will give proper notice to the Board as may be required by law, however that notice may be waived by the Board by submitting a signed waiver either before or after the meeting, or by his attendance at the meeting. Meetings may be held in or out of this State. Minutes must be taken by the Secretary for inclusion in the Corporate Records.

                        Special Meetings

The Organization may hold meetings from time to time at such times and places that may be convenient. Special Director meetings may be called by the President, or any two Directors. The Organization Secretary will give proper notice as may be required by law, however that notice may be waived by the individual by submitting a signed waiver either before or after the meeting, or by his attendance at the meeting. Meetings may be held in or out of this State. Minutes must be taken by the Secretary for inclusion in the Organization Records.

Article VI    The fiscal year of the corporation shall be January 1st, through December 31st.

 

Article VII

Upon recommendation by the Board of Directors the Corporation’s Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of the Board of Directors. 

 

Article VIII

Meetings of Suskie Bassmasters will function under “Roberts Rules of Order, Revised” except as specified by the Articles of Incorporation and Bylaws.

 

Article IX

Contributions.  Suskie Bassmasters shall inform all contributors to the organization that the Organization will maintain ultimate authority and discretion regarding the use of said contribution(s).  The Board of Directors shall use all Organization funds for purposes consistent with the Organizations IRS 501c3 exempt status.  This policy shall be disclosed and displayed in all fundraising related activities.