THE NATIONAL WILD TURKEY FEDERATION, INC.
The name of this chapter is the Texas State Chapter of the National Wild Turkey Federation, Inc. This chapter shall not have or use any other name. These Bylaws refer to the Texas State Chapter as the “State Chapter,” and the National Wild Turkey Federation, Inc., as the “Federation.”
PURPOSES AND OBJECTIVES
The purposes and objectives of the Federation and this State Chapter are:
(a) To develop, restore, and maintain wild turkey habitat and populations;
(b) To establish, maintain, and promote public interest in the restoration and management of the wild turkey;
(c) To promote and preserve the hunting heritage.
(d) To give and promote lectures, entertainment, and exhibitions concerning wild turkeys and areas of related interest for the general public and for members of the State Chapter;
(e) To oversee and coordinate the activities of all local chapters of the Federation located within this state (the “Local Chapters”) consistent with directions and guidelines promulgated by the Federation; and
(f) To do all other things necessary and proper in the furtherance of the stated purposes and objectives consistent with the exclusively educational and nonprofit nature of the Federation and this State Chapter.
LIMITATION OF POWERS
This State Chapter is an unincorporated division of the Federation and has no separate legal existence. This State Chapter recognizes that, as a division of the Federation, it is required to conduct its affairs in accordance with the federal laws and regulations governing organizations exempt from federal taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Specifically, this State Chapter shall restrict its activities as follows:
(a) This State Chapter shall be operated, not for profit, but exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
(b) No part of the net earnings or assets of this State Chapter shall inure to the benefit of any director, officer, member of the State Chapter, or other private individual.
(c) No substantial part of the activities of this State Chapter shall consist of attempting to influence legislation. This State Chapter shall not participate or intervene in any political campaign on behalf of any candidate for public office.
(d) The activities of this State Chapter shall not conflict with the policies and activities of the Federation and its Constitution and Bylaws, or violate any law. The financial affairs and assets of this State Chapter shall be coordinated with those of the Federation as set out at Article VII of these Bylaws. Otherwise, this State Chapter shall have all the powers necessary or convenient to carry out its purposes and goals.
All members of this State Chapter and its Local Chapters must be members of the Federation. Each member of the Federation will be assigned by the Federation to a state chapter based upon that member’s mailing address. No state chapter may exclude any member properly assigned to that chapter by the Federation.
A member may become a voting member of a state chapter other than the one indicated by his or her mailing address by sending written notice to the Federation. The effective date of a change in state chapter membership shall be the date the change is entered in the Federation’s rolls. A Federation member may be a voting member in only one 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.
DIRECTORS AND OFFICERS
Section 1. Directors and Officers Established. This State Chapter shall have a Board of Directors (the “Board”) and chapter officers (the “Officers”). No person currently serving on the Federation’s National Board of Directors may be an Officer or a Board member of any State or Local Chapter of the Federation.
The State Chapter shall have no fewer than twelve nor more than twenty-four members. After the number of members on the State Chapter has first been established, changes in this number must be made pursuant to Section 2-8 of this Article V. The Board seeks to maintain a balance of representatives from each of the Board Designated Regions.
The Officers shall consist of a President, a Vice President from each Region, a Secretary, a Treasurer, and any other Officers as shall be deemed appropriate by this State Chapter to carry out its purposes and objectives to include Officers for the following: one for each outreach program, JAKES, Wheelin Sportsman and Women in the Outdoors, as well as one for the Scholarship Program, one for the Turkey Hunters Care Program and one for the 4H Program. Regions to be determined by the State Chapter. One person may serve as both the Secretary and the Treasurer; otherwise, it is recommended that no one person may hold more than one of these offices at any one time. No Chapter President or Vice President may serve in his or her position for more than two consecutive terms. All Officers and members of the Board must be at least twenty-one years of age and must be members of this State Chapter during their entire terms of office. All Officers and members of the Board must be active members of a local chapter and are required to attend at least 50% of all scheduled state chapter meetings annually. Any Officer or member of the Board failing to adhere to the above mentioned terms will be removed from the State Chapter under Article V Section 13.
Section 2. Terms of Office. All members of the Board and Officers shall serve concurrent two-year terms, or until the newly elected Members or Officers take office, whichever is later.
Section 3. Dates of the Term of Office. The commencement dates for each two year term of office for the Board and its Officers shall be at the first scheduled meeting of the Board in January. After the dates for the terms of office have been established, any changes in them may not go into effect until the next term of office.
Section 4. Chapter Elections. All members of the Board must be nominated and elected in accordance with the procedures set out in this Article V. There shall be no ex officio or other non-elective appointments to the State Chapter (for example, automatically appointing all Local Chapter Presidents to the State Chapter, or automatically appointing past Chapter Presidents).
The Board shall set a date to allow adequate time for an election, if necessary as set out below, by announcement in the National and State newsletter.
Section 5. Nominating Committee. This State Chapter shall have a Nominating Committee. The Nominating Committee shall select candidates for membership to the Board. The Nominating Committee shall be composed of the current President, each of the Regional Vice Presidents, Secretary and Treasurer of the Chapter. The President of this State Chapter shall serve as the Chairman of the Nominating Committee.
Section 6. Notice of Elections. The Nominating Committee shall publish in the National and State Newsletter, in July of every year, a notice of such election and notice of the provision which allows members of this State to make nominations for the Board as specified in Section 7 of this Article V.
Section 7. Nominations for the Board of Directors. The Nominating Committee shall submit to the Board, by the scheduled September Board meeting, three qualified candidates for each of the regions recognized by the Board. Additional nominations to the Board may be made from the membership by any State member from their region by submitting a letter to the Nominating Committee, postmarked at least one week prior to that scheduled September Board meeting, and signed by at least fifteen members of this State in that region.
Section 8. Election of the Board. If the total number of nominees to the Board equals the number of Board memberships to be filled, then those nominees shall become the members of the Board without an election. If the total number of nominees to the Board exceeds the number of Board memberships to be filled, then there shall be an election by the membership of this State, conducted according to the procedures set out in this Section 8.
If such election becomes necessary, the Nominating Committee shall post on the state website, a list of all candidates properly nominated. The list shall be in the form of a ballot. All State members from that region, except JAKES, shall be eligible to vote once with this ballot, but only votes cast on original copies of this ballot shall be counted. All ballots shall be returned to the Nominating Committee.
. All ballots must be postmarked on or before October 1st; provided, however, that any ballot received more than five days after October 1st need not be counted in the election, regardless of when it was postmarked, if the Nominating Committee has begun counting the ballots timely received.
No sooner than six days following October 1st, the Nominating Committee shall meet to count the ballots. No ballot shall be counted which contains votes, the total of which exceeds the number of Board member seats shall be filled. Ballots containing fewer votes than the total number of seats shall be counted.
After counting all the ballots properly received, the Nominating Committee shall list each candidate in the order of total votes cast for that candidate. Those candidates with the greatest number of votes shall be elected to the open positions on the Board. In case of a tie for last place, the Nominating Committee in its sole discretion shall select the winner or winners from among those tied.
Section 9. Election of Chapter Officers. The State Chapter officers shall be selected from the current members of the Board by election. This election shall be by a majority vote of a quorum of the Board at its first meeting of each new term, or as shortly thereafter as a quorum can be obtained at a Board meeting. Nominations for the Chapter Officers may be made by any member of the Board. Nominations for the Chapter Officers may occur prior to January of the new term.
Section 10. Reporting Election Results. It is the responsibility of the incoming State Chapter President to provide, in writing, to the Director of Chapter and Membership Development of the Federation, a listing of all the incoming Officers, their mailing addresses and their phone numbers (both their day number and their evening number, if possible), and the date the newly elected Officers are to take office. It is also the responsibility of the State Chapter President to email election results to all local chapter presidents no later than seven days after elections.
The Federation shall not distribute any funds to any State Chapter, or on behalf of any State Chapter, which has not properly reported its Officers to the Federation.
Section 11. Responsibilities of State Chapter Officers.
a. President. The President of the State Chapter shall also serve as the Chairman of the Board of Directors. The President shall be the Chief Officer of this State Chapter and shall have general supervision over the affairs of this Chapter. He shall preside at all meetings of the Board, shall keep the Board fully informed on matters concerning the affairs of the State and Local Chapters, and shall have such other powers and duties consistent with these Bylaws and as may be assigned him from time to time by the Board.
b. Vice Presidents. There will be a Vice President elected for each region in the state. The Vice Presidents shall have the powers and duties as may be assigned to them by the Board. In the absence of the President, the Senior Vice Presidents shall perform the duties of the President. The Vice Presidents shall keep the local chapters in their respective regions informed on matters concerning state chapter issues, including any policy or procedural changes. The Vice Presidents shall represent their entire region by being their voice on the State Chapter.
c. Secretary. The Secretary shall be responsible for recording and maintaining the minutes of all meetings of the Board. The Secretary shall also perform all such other duties customarily incident to the office of the Secretary.
d. Treasurer. The Treasurer shall have custody of all funds and securities which are in the possession of this State Chapter. The Treasurer shall keep full and accurate records of all receipts and disbursements of this State Chapter and make regular reports to the Federation, as set out at Article VII of these Bylaws. The Treasurer shall be responsible for the depositing of all monies and other valuable effects of this State Chapter in appropriate bank accounts as the Board may from time to time designate. Whenever required by the Board, the Treasurer shall render a statement of his accounts and shall at all reasonable times exhibit his books and account to any Director of this State Chapter. The Treasurer shall perform all duties customarily incident to the office of Treasurer, subject to the control of the Board.
e. Officers for Outreach, Scholarships, Turkey Hunters Care, JAKES, WITO, and 4H Programs. These Officers shall oversee their respective programs, as well as promote their programs in the state. Each of these Officers is required to report on the status of his or her respective program at each of the State Board meetings.
Section 12. Resignations. Any Director or Officer may resign from office at any time by delivering a written resignation to the President or Secretary of this State Chapter.
Section 13. Removal from Office. Any member of the Board and any Officer may be removed from office by a vote of not less than two-thirds of the entire Board. Before the Board votes on removing a Director or Officer, the Director or Officer has the right to address the Board at a scheduled meeting for a reasonable amount of time. Notice for such a meeting must be mailed, first-class postage paid, to all Directors and Officers under consideration for removal. This notice shall be mailed to their addresses of record no less than fourteen (14) days before the scheduled meeting.
Section 14. Vacancies. All vacancies in the Board and Officers shall be filled by the Board by a vote at a Board meeting. All such appointments shall extend through the original term of office. Nominations for all such vacancies may be made by any member of the Board. Each vacancy must be filled by a representative of the region from the departing member’s region so as to ensure equality of representation.
Section 15. Quorum. A quorum of the Board is at least one half of its members. A quorum of the Board is necessary for the Board to take official action.
Unless specifically stated elsewhere in these Bylaws, all measures requiring a vote of the Board shall pass if such a measure obtains the simple majority of the vote of a quorum at a Board meeting.
The Board may establish such committees as it deems necessary and convenient to carry on the goals and purposes of this State Chapter. The number of committees, their composition, and their length of existence shall be determined by the Board.
One committee shall exist and be identified as the Superfund Committee. The Superfund Committee shall include each of the Vice Presidents. Their duty shall be to decide on funding issues and use of the State Superfund. They will be assisted by the Regional Biologists, but only the Vice Presidents may vote on funding issues.
Section 1. Relationship of State Chapter to Federation. This State Chapter 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.
Section 2. Reporting. The Federation files an annual consolidated 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 State Chapter shall collect annual financial information from each of its Local Chapters, and to that a report of 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.
Section 3. Transactions Outside the Ordinary Course of Business. This State Chapter shall not borrow any funds from any institution or individual. This State Chapter shall not commit the Federation to any financial liabilities outside the ordinary course of business without prior approval by the Federation. This State Chapter shall report any major contributions, bequests, or other large donations to the Federation immediately and shall cooperate with the Federation with regard to the disposition of such donations.
Section 4. Discontinuation of Chapter. Should this State Chapter be discontinued, dissolved, or otherwise liquidated, all assets, receivables, outstanding liabilities, and other financial records shall be turned over to the Federation immediately.
Should this State Chapter conduct its activities in a manner that is inconsistent with these Bylaws, the Federation’s Articles of Incorporation, or the laws of this state or the United States, the Federation shall so notify the Board of this Chapter, providing specific examples of noncompliance. Subsequent to such notification, should the noncompliance continue, the Federation may revoke the charter of this State Chapter at any regular or special meeting of the Federation or at regular or special meeting of the Board of Directors of the Federation; provided, however, that the President of this Chapter shall have the right to present any objections and other evidence to the Federation’s Board at the meeting which considers such revocation. Such revocation shall become effective immediately upon a majority vote of the Federation’s Board, and the Federation shall provide notice by certified mail, return receipt requested, mailed to the President of the offending State Chapter.
Upon revocation of a State Chapter’s charter, the Chapter’s Treasurer shall immediately transfer all financial assets and records to the Federation in compliance with Article VII, Section 4 of these Bylaws, and the Chapter’s Secretary shall transfer all other records and information about the Chapter to the Federation.
FORMAT OF MEETINGS
All meetings of this State Chapter shall be governed by Robert’s Rules of Order.
The Board may establish Supplemental Chapter Bylaws so long as they do not conflict with these Bylaws. Any such Supplemental Bylaws shall be reduced in writing to accompany these Bylaws, and a copy thereof shall be provided to the Federation.
OFFICIAL ADOPTION OF
BYLAWS FOR STATE AND PROVINCIAL CHAPTERS
The Texas State Chapter of the National Wild Turkey Federation has officially adopted the Bylaws for State and Provincial Chapters of the National Wild Turkey Federation supplied by the Constitution and Bylaws Committee of the National Wild Turkey Federation and attached hereto.
We, the Texas State Chapter, agree to abide by the articles that make up these Bylaws and fully understand that these Bylaws are to be the sole governing document as we handle the day-to-day affairs of our State Chapter.
We also understand that our chapter can establish Supplemental Chapter Bylaws as long as they do not conflict with these Bylaws, and a copy thereof shall be provided to the National Wild Turkey Federation.
State Chapter President Date
State Chapter Vice President
State Chapter Vice President
State Chapter Vice President
State Chapter Vice President
State Chapter Secretary
State Chapter Treasurer