VIRGINIA SALTWATER SPORTFISHING ASSOCIATION, INC.
BY-LAWS
Approved VSSA Board January 24, 2016
ARTICLE I
NAME: VIRGINIA SALTWATER SPORTFISHING ASSOCIATION, INC (VSSA)
ARTICLE II
PURPOSES: The Virginia Saltwater Sportfishing Association’s (VSSA) purpose is to:
1. Educate the public on matters affecting their right to fish recreationally.
2. Facilitate fair and ecologically sound fisheries management decisions.
3. Promote actions that enhance saltwater sportfishing in Virginia.
VSSA GOALS:
Provide an outlet for engagement for Virginia saltwater anglers, both recreational and charter, on all fisheries management issues.
Communication will be a high priority to ensure input is dispersed and received to represent the interests of Virginia saltwater anglers.
Keep the public informed of all fishery related issues and represent saltwater anglers at the various local, state and federal levels.
Protect Virginia marine, boat and tackle industry jobs.
Work to prevent unsustainable and damaging fishing, including industrial scale fishing that damages our fishery and ecosystem.
Support and maintain communication with local Virginia fishing clubs.
Expand VSSA membership to include all Virginia saltwater anglers.
ARTICLE III
MEMBERSHIP AND DUES
Section I: Types of Membership
1. INDIVIDUAL: Any person.
2. FAMILY: A group or persons composed of 1 or 2 Adults and /or child(ren) 16 years of age or under currently residing at the same address.
3. AFFILIATE: Any organized group, including fishing clubs, other non-profits, and industry.
4. JUNIOR: Any person under the age of 16.
5. LIFETIME: An individual who has paid a specified one-time fee in a lump sum or in installments for Membership in VSSA.
Section II: Rights and Responsibilities
1. Individual, Family and Lifetime Members are entitled to attend any Chapter or General Membership meetings; to serve on committee; to hold office at any level; and to participate in any or all Association activities.
2. All Members (including affiliate members) shall be entitled to cast one vote at General Membership Meetings. Individual members
shall be entitled to vote, not withstanding his/her membership with an Affiliate membership Organization.
3. Affiliate organizations may nominate one member to serve on the VSSA board.
4. Junior Members are entitled to membership privileges.
5. All members shall strive to support the purposes and objectives of the Association.
Section III: Terms of Membership
Except as otherwise provided above, all memberships shall be for a period of one (1) year.
Section IV: Dues
1. The dues of the Association (VSSA), for each type of membership, shall be set by the Board of Directors on or before September 1, the upcoming membership year.
2. Membership shall be for a period of one (1) year from the date dues are paid.
3. Default and termination of membership: When any member shall be in default in payment of dues for a period of ninety (90) days, that membership may be terminated by the Board of Directors.
Section V: Application for Memberships
Application for membership shall be made in writing to the Association on such forms or venue as determined by the Board of Directors.
Section VI: Eligibility for Membership
1. Anyone who recreationally fishes, or is interested in recreationally fishing, in the Commonwealth of Virginia, shall be eligible.
2. Eligibility for members shall be determined by the Board of Directors.
3. The following causes shall be considered an automatic suspension from membership in the Association.
a. Default in payment of annual dues for more than ninety (90) days.
b. Conviction of a willful violation of the Fish and Game laws of any state in the United States.
4. A member may be terminated for cause such as violation of any of the By-Laws of VSSA, or for conduct prejudicial to the best interests of VSSA.
5. Termination and/or suspension, other than by default in payment of annual dues, shall be by a two-thirds vote of the Board of Directors at a Board Meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1: Board Members
1. All board members must be a VSSA member in good standing.
2. There shall be a Board of Directors that shall have and exercise all powers of the Association, except such as may hereinafter be reserved to the general members and the officers. The Board of Director’s powers include, but are not limited to, hiring and firing employees, fixing employee compensation, leasing real property for office and storage, and open and closing bank accounts. Directors shall serve for a period of three (3) years and shall be elected on a staggered basis as determined by the Board.
3. The business and affairs of the Association shall be managed by the Board of Directors. The Directors shall in all cases act as a Board, and the may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they may deem proper and consistent with these by-laws of the VSSA.
Section II: The Board of Directors shall be composed of:
1. At least 5 Board Members, with 11 Board Members as a goal. Officers shall include:
a. Chairman of the Board
b. President
c. Vice President
d. Treasurer
e. Secretary of the Association
2. Board Members may be nominated by any member in good standing.
3. Board Members will be elected by the general membership at the annual meeting.
4. The immediate Past-President and/or Chairman shall sit as an ex-officio in an advisory capacity.
5. The Board will appoint committees as deemed necessary.
Section III: Board Voting
Each Member of the Board shall be entitled to one vote. In the event of a tie, the motion does not carry.
Section IV: Quorum
A majority of the duly elected members of the Board of Directors eligible to vote shall constitute a quorum. Critical decisions, as determined by the highest ranking officer present, shall require a full board vote either in person or by proxy. The Director designating a proxy should notify the Board of the name of the proxy holder and the duration of the proxy.
Section V: Majority Rule
Unless the charter or by-laws of the Association require a greater proportion, the action of the majority of the Directors constituting a quorum present at a meeting is the action of the Board of Directors. A quorum is needed to complete a legal vote.
Section VI: Meetings of Directors
1. Place of meeting, time and number of meetings shall be set by The Board of Directors.
2. Notice of Meeting: Notice of all meetings, to include special/emergency meetings, shall be sent electronically at least 24 hours in advance.
ARTICLE V
OFFICERS OF THE ASSOCIATION
Section I:
The Officers of the Association shall be President, Vice-President, Chairman, Secretary and Treasurer.
Section II:
To be eligible to hold office as Chairman, President, Vice-President, Secretary or Treasurer, a member must be a person in good standing.
Section III:
Terms of Officers: Officers shall be elected by the Board for a one-year term.
Section IV:
Incapacitation. In the event of the incapacity or resignation of the President, his successor shall be the Vice-President. In the event of the incapacity or resignation of any other officer, his successor shall be elected by the majority vote of the Board of Directors.
Section V:
Duties of Officers:
1. The Chairman of the Board shall preside over all board meetings.
2. The President shall be the Chief Executive Officer of the Association.
3. The President presides in the absence of the Chairman.
4. The Secretary shall maintain the following:
a. The general records including minutes of the Board of Director meetings.
b. Files of correspondence.
c. Membership list with addresses.
5. The Secretary shall be responsible for the collection and maintenance of funds, membership records, and notification of those members delinquent in dues.
6. The Secretary shall turn over all funds to the Treasurer. The Secretary shall also prepare and submit all reports directed by the President, other officers, and/or the Board of Directors.
7. The Treasurer shall receive and deposit all monies in appropriate accounts, or delegate this authority to staff. Funds will be allocated and approved by any two Executive Board members consisting of the Treasurer, the President, the Vice-President, or the Secretary.
8. The Treasurer shall prepare and submit monthly financial reports to the Board of Directors. The Treasurer may be required to give bond in such sums and with sureties as may be required by the Board, at the Association’s expense.
ARTICLE VI
STANDING COMMITTEES
Section I:
The Standing Committees of the Association shall be appointed annually by the President and shall be determined by the Board as needed.
1. Government Affairs Advisory Committee
2. Nominating Committee
3. Finance Committee (budget, fund raising, etc.)
Section II:
Duties of each Committee shall be determined by the Board.
Section III: Other Committees
The President of the Association shall appoint other committees as the Association may feel are desirable and necessary to fulfill the purposes and objectives of the Association. Such committee shall exist until such time as their purposes are accomplished.
Section IV: Committee Reports
The Committee Chairmen shall submit, at the annual meeting of the Association in writing, an annual report of the activities of his committee.
Section V:
The Committee Chairmen shall appoint members from the general membership, and may take into consideration recommendations from the Officers of the Association and Board of Directors.
ARTICLE VII
THE BUDGET
Section I:
The Budget and Finance Committee shall prepare annually a budget for the Association, to be submitted for approval of the Board of
Directors on/or before annual meeting of the Board of Directors each year. The Budget and Finance Committee shall meet and review specific requests from each standing Committee prior to the submittal of the proposed budget.
Section II:
Amendments to the Budget shall be made as required on the forms and by application as specified by Board of Directors.
ARTICLE VIII
AUDITS
The Treasurer’s accounts and financial reports shall be examined annually by at least three (3) Board Members or an independent auditor if deemed necessary by the Board.
ARTICLE IX
ELECTION OF OFFICERS AND DIRECTORS
Section I: Nominating Committee
Three months prior to each election, the Board of Directors shall appoint a nominating committee consisting of 2 – 5 members, whose duties shall be:
1. To designate candidates for Directors and Officers at the next annual election. They shall notify the Secretary in writing, at least forty-five (45) days before the date of the Annual Meeting, the names of such candidates. The Secretary shall send a copy of the list to the last recorded address of each
member eligible to receive notice of the meeting simultaneously with the notice of the meeting.
2. To approve the ballot to be used at the annual election and provide a facsimile thereof to the Secretary on or before forty-five (45) days of the election.
3. To perform the following duties:
a. Determine which members are eligible to vote
b. Determine the authenticity and validity and count of each ballot
c. Tabulate the results of the election and submit results to the Board of Directors
d. Determine when the polls shall open and close.
4. The President shall notify all members of the Association of the existence of the Nominating Committee and all members wishing to be considered for nomination shall submit in writing their name and desired position on or before forty-five (45) days prior to the election.
5. Nominations are closed forty-five (45) days prior to the election.
Section II: Voting
1. All paid members in good standing shall be eligible to vote at the annual meeting. The Secretary shall prepare a written list of names and addresses of such members to be turned over to the Nominating Committee forty-five (45) days priors to the annual meeting.
2. Voting may be either by electronic means or in person or a combination thereof, to be determined by the Nominating Committee at their first meeting.
3. There shall be only one vote per family membership.
4. All affiliate members who attend the general meeting in person shall be eligible to one vote.
ARTICLE X
AMENDMENTS OF BY-LAWS
Section I:
Amendments, how affected: These by-laws may be amended, altered, changed, added to or replaced by a majority vote of the Board.
ARTICLE XI
REMOVAL OF OFFICERS AND DIRECTORS
Section I:
Removal of an Officer or Director shall be for good cause only. Violation of, or conduct not conforming to the by-laws and articles of incorporation shall constitute good cause. Further, violations of laws of the Commonwealth of Virginia and/or United States Government which impinge on the objectives and purposes of this Association shall also be good cause. Removal shall be by two-thirds vote of the Board of Directors at the Board Meeting, provided that a statement of charges be mailed, by registered mail, to the Officer or Director under charges at their last recorded address at least fifteen (15) days before final action taken thereon; this statement shall be accompanied by notice of the time and place where the Board of Directors is to vote on the charges. The officer and/or Director shall be given reasonable opportunity to present a defense at the time and place in the notice.
ARTICLE XII
RULES OF ORDER
Section I:
The rules contained in Robert’s Rules of Order shall govern all meetings of the Association where they are not conflicting with these by-laws.
Section II:
A conflict of interest exists when the interests or activities of any director, officer or staff member may be see as competing with the interests or activities of VSSA; or the director, officer or staff member derives a financial or other material gain as a result of a direct or indirect relationship. Any conflict of interest shall be disclosed to the Board of Directors by the person who has the conflict. When the conflict relates to a matter requiring action by the Board of Directors, that person shall not participate in the discussion nor vote on the matter, but their presence may be counted if it is necessary in order to achieve the quorum.
Section III:
VSSA shall indemnify to the fullest extent allowed by law any director or officer of VSSA, or any person who is serving or may have served at the request of the Board, against liability and expenses actually and reasonably incurred by such a person in connection with the defense of any claim, action or suit against him/her by reason of having been a director, officer or employee. Any right to indemnification shall not be exclusive of any other rights to which any present or former officer, director or committee member of VSSA may be entitled.
Section IV:
An Advisory Council may be appointed at the discretion of the Board to offer special expertise. The Advisory Council has no governing
authority but represents interested parties who have demonstrated expertise or knowledge of issues.
ARTICLE XIII
MEETINGS
Section 1: Annual Meetings
1. Date: The Annual Meeting of the VSSA shall be determined by the Board of Directors.
2. The Board of Directors shall establish the time and place of said meetings on or before thirty (30) days of the date of the Annual Meeting. Send notice of same meeting to all members eligible to vote at the Annual Meeting.
Section II: Special Meetings
If a special general membership meeting is called by the Board of Directors, notice of this meeting, together with stating the purpose thereof shall be sent to all eligible members no later than 24 hours prior to said meeting.
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