Carp Anglers Group Ltd By-laws

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North American Carp Angler

ARTICLE I

LOCATION OF OFFICES

1) Due to the international aspect of the organization, the location of the principal offices shall be subject to change and will be maintained at the residence of the current holder of the office of President. Any time a new member assumes the office of President he/she will, within a reasonable period of time, establish a new mailing address for the group and report same to the board of directors.

2) In order to maintain its not-for-profit designation and a registered corporation of the State of Oklahoma, CAG will always maintain its principal offices within the jurisdiction of the United States of America.

3) The current mailing address for the organization is:

Carp Anglers Group
PO Box 1502
Bartlesville OK 74005-1502
Tel: 1-888-227-7118

ARTICLE II

PURPOSE

The not-for-profit organization registered as ‘Carp Anglers Group Ltd’ (also referred to as CAG) was established to pursue the following objectives:

A) To gain acceptance of the carp as an exciting and challenging sport-fish.
B) To become better carp anglers, assist others and encourage them to join us.
C) To treat the carp with respect, promote the release of trophy-size carp and encourage others to do the same.
D) To provide both members and non-members with the opportunity to meet, socialize and enjoy fishing for carp in a group atmosphere.

ARTICLE III

MEMBERSHIP

1(a) The persons signing the certificate of Incorporation as Incorporators shall be the first members of the Corporation, unless they shall have resigned as such members. Thereafter, the eligibility and qualifications for membership shall be prescribed by resolutions duly adopted by the Board of Directors of the corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulating relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By-Laws of the corporation, and shall be deemed to be part thereof. Such resolutions adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues, event entry fees, or any other fees, the manner of suspension or termination of membership, and for the reinstatement of membership, and except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.

(b) The right or interest of a member shall not terminate except upon the happening of any of the following events: Non-renewal of dues, death, expulsion, dissolution, resignation, or liquidation of the corporation.

2) Membership in the CAG shall be open to any person regardless of race, color, religious creed, national origin, sex, age, physical handicap or sexual orientation.

A “member in good standing” shall be defined as any person meeting the following criteria:
A) Any and all annual dues or other fees, as set by the directors, must be fully paid prior to the last day of the month in which the member first joined the group for each successive year.
B) The legal spouse of a member in good standing living at the same residence.
C) The children of any member in good standing provided that the child is under the age of 18 living within the same household.
D) Any person who has been designated by the directors to be a “life” or “honorary” member with privileges limited to the specific areas as set forth by the directors.

3) By submitting annual dues to CAG the member agrees to accept the following terms.
A) The member will always abide by the four objectives as set fourth in these by-laws.
B) The member shall honor all rules/requests of the hosting members of any group sponsored events.
C) Directors will not tolerate violence at CAG activities. Physical attacks or repetitive threats of violence against other members will consequently be a possible cause for immediate membership termination.

4) The directors reserve the right to suspend or terminate the membership of any person at any time that, in the opinion of the directors, conducts himself/herself in a manner which is counter to the objectives of the organization, disruptive to the normal functions of the organization or in violation of any state or federal laws.
A) Any person wishing to appeal a decision by the directors must do so, in writing to the President, within 30 days of having been suspended or terminated.
B) No refunds of membership dues or fees will be issued when a membership is terminated by the directors.

5) Any member may, at any time, terminate his/her membership in the group via written request (email is acceptable) submitted to any director. The membership of a spouse or any children shall also terminate at this time unless separate dues are maintained.

6) (a) The Annual meeting of members of the corporation shall be held on such date or dates as shall be fixed from time to time by the Board of Directors of CAG. The first Annual meeting shall be held on a date within the first twelve months after the formation of the Corporation. Each successive Annual Meeting shall be held on a date not more than twelve months following the preceding Annual Meeting. Special Meetings of members may be held on such date or dates as may be fixed by the Board of Directors of CAG from time to time and by the members on such date or dates as shall be permitted by law.

(b) Annual or Special meetings may be called by Officers or Directors in accordance with the law. In the event such meeting is called a fixed time and date shall be announced in written form to all members at the address of record listed on the membership roles. Any written notice shall be given not less then 10 days nor more than 50 days. Annual meeting shall be conducted for the purpose of CAG business. What that shall entail will be announced by the Board of Directors.

3) At annual meeting all records of the corporation shall be present for any member to review.

4) Meetings of members shall be presided over by the following officers, in the following order of seniority- President, Vice-President, Secretary, and Treasurer. If none of the Officers are present a vote will be taken and a temporary representative of CAG will be chosen by a majority of members in attendance. The Secretary or Assistant Secretary of every meeting will conduct and record the meetings business. If neither is present the senior Director or Officer present may appoint one.

(a) The order of business at all meetings of members shall be as follows:

A list of attending members to sign shall be present. This list will serve as evidence for the existence of the quorum. Reading of the minutes of the proceeding meeting shall be announced and a written copy present for review by members. A vote may be taken to determine if previous minutes shall be read allowed, determined by a majority present.

Any CAG business reports shall be read and conducted.

Officer’s reports:
Any CAG Official may report CAG Business

Once it’s determined all CAG business has been conducted the meeting shall be adjourned.

All records and minutes shall and business shall be recorded by the Secretary and or Assistant. Once this has been verified and sealed it shall be maintained by the current Secretary with a copy being sent to the CAG Historian for CAG records. The records shall be maintained indefinitely or determined by the CAG Board of Directors.

ARTICLE IV

DUTIES OF DIRECTORS AND OFFICERS

1) Board of Directors
A) The number of and/or duties of directors shall remain open to change compliant to the current size and needs of the organization but shall never number less than three to include the president, vice-president and treasurer. An odd number between 9 and 13 shall try to be maintained.
B) The President is responsible for maintaining the number of board positions and appointment to said positions subject to the approval of the current members of the board.
C) It shall be the responsibility of the board of directors to maintain the finances, objectives and by-laws of the CAG.
D) It shall be the responsibility of the board of directors to manage all sanctioned events held under the sponsorship of the CAG.
E) It shall be the responsibility of the board of directors to maintain individual memberships to the Carp Anglers Group and suspension or termination of any membership by the board will be considered final provided no appeal has been submitted as provided for in Article III, Section 4(A) of these by-laws.
F) The decision of the board of directors resulting from any appeals for review shall be considered final.
G) It is the responsibility of the board of directors to maintain the periodic quarterly publication of the group’s newsletter (currently titled the ‘North American Carp Angler or NACA), and the group’s website (located at www.carpanglersgroup.com) as well as any other special publication of group materials as may be distributed to the membership or for public view. The board shall strive to maintain the content of all publications so as to ensure that said content is of an appropriate nature for persons of any age.
H) The board of directors agrees to cooperate fully with any state or federal agency as may request to audit or investigate the CAG or any of its members at any time.

2) President
A) Candidacy shall be open to all CAG Members. A call to the general membership for candidates shall be made.
B) The candidates shall each submit to the directors a 1 page platform statement outlining their reasons for seeking the CAG Presidency and their intended objectives for the position.
C) The platform statements shall be made available on the CAG website and will be provided to the Electors as described below.
D) The Electors will be comprised of all State Chairs and the Directors. Each Elector will have one vote regardless of how many overlapping duties are held.
E) The President shall be elected by a majority vote (>50%)of the Electors. If such majority can’t be reached at the first round of vote, then the two leading candidates (or more in case of tie) will be selected, and a new vote will occur between them. The process continues until a true majority vote emerges.
F) The President shall serve for a term of 2 years, unless he/she elects to step down or he/she is removed from office by a "no confidence" vote. The president may serve several terms, but shall be re-elected for each term. A super majority vote (65%) of Electors must be counted to remove the sitting President. A “no-confidence” vote of the Electors shall be prompted by a request of any one of the following:
a. Any 3 Directors
b. Any 10 State Chairs
c. Any 50 Members.
G) Holds the position of chairman on the board of directors and shall conduct all meetings and over-see any votes or discussions held by the board. The president shall also be responsible for reporting any/all decisions of the board to the membership at large.
H) Shall over-see any vote as may be taken of the membership at large and is solely responsible for the accurate reporting of the results of said voting. The president may elect to appoint, and swear into service, one or more ‘trustees’ to assist him in taking votes from the membership subject to the approval of the board of directors.
I) Shall act as the official liaison and representative for the CAG as may become necessary during the group’s endeavors to promote itself and the sport of carp angling.
J) Shall be responsible for establishing and maintaining the contact address of the group and over-see the accounts and financial activities of the group in conjunction with the treasurer. G) Due to the complexity of the office of President the board of directors may elect to allow two or more members to act as ‘co-presidents’ and serve in this capacity for as long as the board deems it necessary to do so.

3) Treasurer
A) Serves on the board of directors.
B) He/she will make semi-annual reports of all financial accounts to the membership at large via the NACA as well as making the records available for review by the board of directors at any time as the board may request same. (Should a group of 10 members of the Carp Anglers Group, at any time, make a request for review of the financial accounts it is the duty of the board of directors to perform said review and report their findings to the membership.)
C) The Treasurer along with the President and Secretary will be responsible for annual tax filings, along with any other requests required by the IRS

4) Secretary
A) Serves on the board of Directors.
B) The secretary shall maintain records and minutes of CAG.
C) Shall maintain the custody of the CAG seal and shall affix and attest the same documents duly authorized by the board of directors..
D) Shall serve all notices for the corporation which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the corporation.
E) Shall work with the Treasurer on tax and 501 c(4) filings. Responsible for keeping all IRS and other tax filings.

5) Vice-President
A) Serves on the board of directors.
B) Shall hold his/her position for the same two year term as the President or until such time as he/she elects to step down or he/she is removed from office by the directors or a ‘no confidence’ vote by the Electors (as defined in Article IV Section 2).
C) Shall immediately assume the duties of the office of President in any of the following circumstances:
1) The president leaves office prior to the annual meeting.
2) The president is formally removed from office by the board.
3) The president is unable, for any reason, to attend an official meeting.
4) The president is unable, for any reason, to appear on behalf of the group at any function as he/she may be scheduled to attend in the name of the CAG.
5) A no confidence vote is called for against the president; he/she shall remain in that position until the result of the vote is declared.
D) May assume one or several roles as described in following sections.

6) Ambassador
A) Presently an honorary title bestowed upon a distinguished member of the group for his/her long-term dedication to the pursuance of the objectives of the organization.

7) Director
A) Serves on the board of directors.
B) Any member having been selected to serve on the board of directors and having been assigned any of a number of specific duties as may be required in order to maintain the organization, its publications, websites and all other activities.

C) All directors serve as moderators on the group website.

8) Membership Director
A) Shall maintain an up to date membership list
B) Provide such list to the Directors and CAG members upon request.

9) NACA Editor
A) Shall serve as the Editor for the entire quarterly CAG Newsletter.
B) Will have the newsletter ready for the Publisher by the 15th day of each month at the beginning of the quarter. (Jan 15th, April 15th, July 15th and October 15th)
C) Has the final say on the actual content and articles included in the NACA
D) The Editor will try to cover all aspects of carp angling to appeal to the general public

10) NACA Publisher
A) Is responsible for the layout of the NACA
B) Shall submit the NACA to designated printer by the 25th day in the beginning of each quarter (Jan 25th, April 25th, July 25th and October 25th)

11) NACA Advertising Editor
A) Will notify advertisers of the new NACA and inquire about existing ads and/or changes.
B) Will collect payments from Advertisers.

12) Marketing / Promotion of CAG
A) Will suggest strategies to the other Directors ways to promote CAG and its objectives.
B) Will write and distribute to the appropriate media press releases about the national activities of CAG. Will assist state chairs in writing press releases about local events.

13) Juniors Program Director
A) Will arrange functions to promote with Anglers under 18.

14) Historian
A) Provides both archived historical records of carp fishing in the United States and maintains copies CAG official documents.

15) Awards, Promotions, Recognitions.
A) Will be responsible for awards that Directors feel needed.
B) Shall work in conjunction with the Children Fishing Director for Junior Angler awards.

16) Membership Packets
A) Will assemble and mail packets for new and renewing members.
B) May assemble some packets for CAG promotional events (i.e. booths)

17) Website Administrator
A) Will maintain all necessary items to keep the CAG website as functional as Directors determine.

18) State Chair Director
A) Will be the Person State Chairs can contact for information. Liaison shall supply State Chairpersons with membership lists when requested, at least once every quarter.
B) Will inform of subjects to the state Chairs when it is deemed necessary by the Directors.
C) Shall make every effort to foster a comprehensive group of state chairmen actively promoting carp angling and CAG objectives

19) State Chairman (Officers)
A) May be nominated by CAG members and/or Directors of CAG.
B) Selected by the board of directors.
C) Nominees shall submit in writing to the CAG Directors a “Resume” including goals and activities planned for the state they are requesting to represent.
D) Shall hold his/her position until such time as he/she elects to step down or he/she is removed from office by the directors.
E) Must be a resident of the specific state for which they chair unless no other resident member exists or is willing to fill the position of chairman. Under certain conditions, a chair may be assigned to cover more than one state or a state may be divided into regions with more than one chairman as shall be decided by the board of directors.
F) He/she shall be responsible for the organizing of any and all group activities as may be sanctioned within their assigned area. The chair may call upon the assistance of any other members that may attend these events in order to assure that these events are carried out in a manner which does credit to the organization as a whole.
G) Shall strive to build the membership of the group by means of events, advertising, and any other means at his/her disposal.
H) Shall act as the representative of their state or region at any and all official gatherings of the group.
I) Will organize at least 1 fish-in per year in the state which they serve.
J) Once elected state chairs they may appoint an assistant(s) to help them.
K) Shall serve as Electors as described in Article IV Section 2 when selecting a new President.

ARTICLE V

MISCELLANEOUS

1. Corporation will keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, and a list of names and addresses of all members. Some of these records in a most current form may be held at other locations with Directors being located around the country. The corporations’ best effort will be given to obtain those records if requested by a government body if they do not exist at the Principal location.

2. The corporate seal shall be in such form as the Board of Directors shall from time to time

3. The fiscal year for CAG shall run from January 1 until December 31 unless determined and approved by the Directors a different fiscal year is need. Subject to applicable law.

4. All objectives of the corporation shall be subject to alteration or repeal, a vote by a majority of CAG members in good standing shall determine the changes, repeals or additions to those objectives.

5. Any change to by-laws regarding the Election of the President shall require a majority consent by the Electors.

6. The Board of Directors shall have the power to make, alter or repeal, from time to time By-Laws of the corporation, except that the board may not amend or repeal any objective of CAG.

7. Elections shall be determined at the time the CAG membership reaches 2000 members or the Directors determine to hold elections. The board of Directors at that time shall determine a fair and equitable system representing regions and members as equally as possible.

8. Members of the Carp Anglers Group are individually responsible for their OWN actions which may or may not be in accordance with the Carp Anglers Group's objectives. It is every member's responsibility to avoid mis-stating the Carp Anglers Group's objectives, and to avoid expressing their own personal views as representative of the Carp Angler's Group.

Last Update: March 6, 2008