Article II – Purposes
Article III – Membership
Article IV – Admissions
Article V – Membership, Dues and Fees
Article VI – Officers and Duties
Article VII – Committees
Article VIII – Nomination Committee
Article IX – Censure, Suspension and Expulsion of Members
Article X – Resignation
Article XI – Meetings
Article XII – Interpretation, Amendments and Rules
ARTICLE I: Organization
Section 1. The name of this organization shall be the
FREEPORT TUNA CLUB, INC.
ARTICLE II: Purposes
Section 1. The following are the purposes for which the
organization has been formed: To interest and encourage members of this
organization in all kinds of sports fishing, to use all legitimate methods
to protect the interests of rod and reel fisherman, to support all movements
and legislation intended to assist in the propagation of salt water fish,
to support all legislation intended to protect the interests of rod and
reel fishermen and particularly to stimulate an interest in sports fishing
and to protect the interests of those engaged in sports fishing.
ARTICLE III: Membership
Section 1. Membership in this corporation shall consist
of six (6) classes: Charter members, life members, regular members, family
members, junior members and associated members. In addition, there shall
be honorary members as provided for below.
Section 2. As approved June 8, 1961, Club membership
is limited to a total of three hundred (300) regular members, other classes
of membership not being counted in the aforementioned number.
Section 3. The incorporators of this corporation and
those who were elected to membership during the calendar year of 1937
shall be considered Charter Members. Those who were elected to membership
after the calendar year 1937 shall be Regular Members.
Section 4. Those Charter Members who have maintained
continuous active membership in the club from 1937 to 1976 shall be designated
Life Members. They shall enjoy all privileges and voting rights but shall
be excused from paying dues. Those Members who have achieved the age of
65 and maintained continuous active membership in the club for 25 years
shall be designated Life Members. They shall enjoy all privileges and
voting rights but shall be excused from paying dues.
Section 5. A Regular Members may
elect to hold Family Membership by paying the additional dues required.
Family Membership will afford the privileges of the Club to the spouse
of the Regular Member and his or her children who are between the ages
of twelve and eighteen years of age. Those Family Members other than the
Regular Members shall have neither voice nor vote in the corporation.
On the first day of the calendar years following the eighteenth birthday
of the child Family Member, he or she shall be entitled to Regular Membership.
He or she shall be obligated to pay regular dues to the Corporation but
no additional initiation fee shall be charged. The three hundred (300)
membership limit shall be waived to permit such members to attain Regular
Membership status.
Section 6. A person between the ages of twelve and eighteen
years of age shall be eligible for Junior Membership. Such Junior Member
shall have neither voice nor vote in the Corporation. On the first day
of the calendar year following the eighteenth birthday of such Junior
Member, he or she shall be entitled to Regular Membership. Such Junior
Members shall be obligated to pay regular dues to the Corporation but
no additional initiation fee shall be charged. The three hundred (300)
membership limit shall be waived to permit such members to attain Regular
Membership status.
Section 7. A person who has been recognized as a good
member of the Club, but who, because of relocation, finds it impractical
to continue as a Regular Member, may apply for Associate Membership. Such
application must be made to the Membership Committee and approved by the
Board of Directors. The applicant must relocate a distance of approximately
one hundred (100) miles or more from Freeport, New York, to be considered
for Associate Membership. In the event that such a member returns to the
local area, he or she may apply for reinstatement as a regular member,
and on payment of the appropriate dues, be considered for such status.
An Associate Member shall have neither voice nor vote in the Corporation
but will receive all bulletins, journals and other mailings as received
by the regular membership.
Section 8. Any person who has rendered service of a character
which this Corporation shall deem worthy of recognition, or any person
who has accomplished some feat worthy of recognition, particularly to
the fishing community, may be considered for Honorary Membership. The
name of a person suggested for Honorary Membership shall be submitted
by a member of the Board of Directors. Should the Board of Directors vote
favorably on the name submitted, a vote shall be taken at the next regular
meeting for the purpose of determining whether said person shall receive
Honorary Membership. Such person must receive a favorable vote of at least
two-thirds (2/3) of the members present. Honorary Members shall have neither
voice nor vote and are not obligated to pay dues or other fees.
ARTICLE IV: Admissions
Section 1. A candidate for admission into the Club must
be proposed by a member and seconded by another member over their signatures
on a form provided for this purpose. Such application shall be signed
by the candidate. The name, occupation and residence of the candidate
shall appear on the application. It shall be the duty of the proposer
and second to furnish the Membership Chairman with full information regarding
the standing and character of the candidate.
Section 2. The President shall appoint a Membership Committee
consisting of at least five (5) members, one of which shall be the Chairman.
They shall investigate the qualifications of the candidate and report
to the meeting at which the candidate shall be voted on.
Section 3. For the election of candidates, the ayes and
nays shall be taken. A candidate shall be elected to membership who receives
the favorable vote of the Board of Directors who are present at the meeting.
Section 4. In case any candidate shall fail to receive
the two-thirds (2/3) vote required for admission, he or she shall not
be proposed again until six (6) months have expired from the time of such
failure.
ARTICLE V: Membership dues and fees
Section 1. The initiation fee for Regular and Family
Members shall be one hundred dollars ($100.) The initiation fee for Junior
Members shall be twenty five dollars ($25.). Dues for Regular, Family,
Junior and Associate Members shall be set by the Board of Directors at
the end of each year for the following year. Dues shall be due the first
month of the year. Regular, Life, and Junior Members shall be furnished
with membership cards.
Section 2. If any member shall fail to pay dues for a
period of one (1) month after the first day of the year, the Treasurer
shall inform said member by mail of such delinquency and demand immediate
payment. If such dues remain unpaid thirty (30) days after demand, the
Treasurer shall report such delinquency to the Board of Directors. Unless
otherwise ordered by the Board of Directors, for good cause shown, the
name of the delinquent shall be dropped from the rolls of the Corporation.
ARTICLE VI: Officers and Duties
Section 1. There shall be a board of Directors consisting
of eighteen (18) elected members which shall be equally divided into three
classes so that six (6) of their number shall be elected each year and
the term of office shall be a two (2) term, six (6) year period. These
Directors serving the aforementioned two (2) terms, six (6) year period
shall be reconfirmed by election every three (3) years.
During the aforementioned two terms, six year period, those Board Members
must assume by nomination, and officer’s position of President,
Vice President, Treasurer, or Secretary. If said Board Member is not nominated,
or elects not to run for office, that Board Member must resign from the
Board (at the Board’s discretion). This is to take effect January
1992.
If a Board Member does serve as an officer, he would be allowed two (2)
additional terms totaling six (6) years, after which he would automatically
resign from the Board, but would still be eligible for election. During
the aforementioned two (2) terms, six (6) year period, that Board Member
must assume by nomination, an officer’s position of President, Vice
President, Treasurer or Secretary. If said Board Member is not nominated,
or elects not to run for office, that Board Member must resign from the
Board (at the Board’s discretion). This is to take effect January
1992.
In addition, the past Presidents of the Corporation shall automatically
be full and voting members of the Board of Directors for three (3) years
following their term of office.
Section 2. The Board of Directors shall elect a President,
a First Vice President, a Second Vice President, a Secretary and a Treasurer
from among their number. All officers and directors shall continue to
hold office until their successors are installed. In the event the retiring
President has an unexpired term as a Director, he must resign as a Director
and become a Special Director.
Section 3. The President shall preside at all membership
meetings and at all meetings of the Board of Directors. He shall present
at each annual meeting of the Corporation a report of the activities and
functions of the Corporation during the past year. He shall appoint or
dissolve all committees, temporary or permanent. He shall see that all
books, reports and certificates, as required by law, are properly maintained
and filed. He shall be one of the officers who signs checks or drafts
of the Corporation. He shall have such powers as may be necessary and
proper to carry out the functions and activities of this Corporation as
may be reasonably construed as belonging to the chief executive of this
organization. The President shall be considered a member of all committees.
Section 4. The Vice President, in the order of their
office, shall preside at meetings in the absence of the President. They
shall assist the President in carrying out the business of the Corporation.
Section 5. The Secretary shall notify members of the
Corporation by mail of the monthly and annual meetings, issue all other
authorized notices to the members of the Corporation, have custody of
the by-laws, membership propositions and corporate seal, and conduct the
correspondence and execute all writings as he may be officially instructed
and authorized to do. He shall maintain complete and accurate minutes
of all meetings of the Corporation and of the Board of Directors.
Section 6. The Treasurer shall be the chief fiscal officer
of the Corporation. He shall be charged with the collection of dues and
have custody of the membership list. He further shall have custody of
the funds of the Corporation and their disbursement. He shall give regular
reports to the Board of Directors and the membership. At the Annual Meeting
of the Corporation or at any other time when required by the Board of
Directors, he shall make a full written report covering the income and
disbursements of the Corporation and also show the assets and liabilities
of the Corporation. He shall be co-signer of all checks and drafts with
the President.
Section 7. The Board of Directors shall be the chief
executive body of the Corporation and shall be vested with power to control
and manage the affairs, funds and finances of the Corporation. They are
authorized to borrow on behalf and for the purposes of the Corporation
and to authorize the President and Secretary to execute under their hands
and under the seal of the Corporation such notes, bonds or other evidence
of indebtedness and to sign, execute and deliver such mortgages or other
pledges covering any and all Corporation property, real or personal, as
security for the repayment of a loan. They shall fill all vacancies on
the Board of Directors and among the officers for any expired term. They
may hear charges against any member and censure members for cause. They
may do lawful things which they may deem expedient to promote the objects
and interests of the Corporation. They may exercise the right at their
discretion to invite distinguished visitors who may visit the County of
Nassau to enjoy the privileges of the Corporation. Ten (10) members of
the Board of Directors shall constitute a quorum. Meetings of the Board
of Directors shall be held at least every sixty (60) days and there shall
be a minimum of five (5) meetings a year. Each Director shall have one
(1) voice and voting may not be done by proxy. The Board of Directors
shall suggest such rules and make such regulations as in its discretion
deems necessary for the best interest of the Corporation and shall present
same at the next General Membership meeting. Upon approval by majority
vote of those attending the meeting, such rules and regulations shall
be binding upon the Members of the Corporation, provided that they do
not conflict with these By-Laws.
Section 8. The Board of Directors may entertain charges
against any Director. A Director may be removed from office for good cause.
A Director who misses three (3) consecutive meetings will be asked to
show good cause to the Board. Failure to show good cause will automatically
remove said Director from office. The decision to remove a Director from
office for other reasons must be made by vote. A Director may be represented
by counsel for any removal proceeding or hearing.
ARTICLE VII: Committees
Section 1. There shall be a Finance Committee which shall
act as an Auditing Committee to be appointed by the President. Such committee
shall consist of at least three (3) members of the Board of Directors
of this Corporation. The Treasurer shall attend the meeting of the Finance
Committee when requested to do so. It shall be the duty of said Committee
to audit the Treasurer’s report when it has been submitted to the
Board of Directors. It shall also be the duty of the Committee to report
from time to time and as often as they deem necessary to the Board of
Directors and whenever they shall be directed by the President to do so,
and the Treasurer shall at all times furnish them with such statements
and information as they shall desire.
Section 2. The President shall appoint such other Committees
as the Board of Directors or the membership shall determine.
ARTICLE VIII: Nominating Committee
Section 1. The annual election of Directors shall be
held at the November meeting of the Corporation. Officers shall be elected
by the newly elected Board of Directors prior to the Annual Meeting which
shall be held in January of each year and shall be installed at such January
meeting.
Section 2. There shall be a Nomination Committee which
shall be appointed by the President at the October meeting of the Board
of Directors. Such Committee shall consist of six (6) members of whom
three (3) shall be members of the Board of Directors and three (3) shall
be Regular Members of the Corporation. The Nominating Committee will select
the required candidates for the Board of Directors from among the members
who have been active in Corporation affairs and who have shown their interest
by attending meetings and participating in the various activities of the
Corporation. Directors and Officers may be re-elected for any office.
The report of the Nominating Committee must be mailed to the members of
the Corporation prior to the November meeting.
Section 3. Nominations for Directors will be entertained
from the floor at the November meeting. The name of the candidate must
be proposed by a voting member and seconded by ten voting members and
presented to the Secretary in writing at least seven (7) days prior to
the November meeting.
ARTICLE IX: Censure
Section 1. If the conduct of a Member shall appear to
the Board of Directors to be disorderly, prejudicial to the character
and welfare of the Corporation, contrary to or in violation of and not
authorized by the By-Laws or rules, the Directors shall inform the Member
therefore in writing, which written notice shall be delivered to the Member
by registered mail, informing such Member of the appointed time when he
may be heard in his defense before the Board of Directors. At least ten
(10) days shall elapse between the service of the notice and the said
meeting. If after such hearing, two thirds (2/3) or more of the Board
of Directors vote in favor of said Member being censured, suspended or
expelled, said Board shall forthwith submit the said result to the Corporation
at the next meeting. A vote shall be taken by the Corporation as to whether
or not such Member shall be censured, suspended or expelled. Such offending
Member shall be given at least ten (10) days notice of such meeting at
which time his defense shall be heard. A vote shall there upon be taken.
Before a Member shall be censured, suspended or expelled, at least two-thirds
(2/3) of the Members voting as aforesaid shall vote favorably on the question
of such action.
ARTICLE X: Resignation
Section 1. All resignations shall be made in writing
to the Secretary, but no resignation shall be accepted by the Corporation
while the Member offering it is indebted to the Corporation in any amount
either in dues or otherwise.
ARTICLE XI: Meetings
Section 1. The Annual Meeting of the membership of the
Corporation shall be held on the second Thursday in January of each year.
The Secretary shall notify every Member in good standing by mail of the
time and place of such Annual Meeting.
Section 2. Regular meetings of this Corporation shall
be held on the second Thursday of each month at 8:30 P.M.
Section 3. Two officers and twenty-five (25) Members
shall constitute a quorum.
Section 4. Directors shall be elected at the meeting
held on the second Thursday of November and installed at that meeting.
Section 5. Special meetings of the membership of the
Corporation shall be called upon the written request of twenty-five (25)
Members. Special meetings of the Board of Directors shall be called upon
the written request of eight (8) Members of the Board.
Section 6. This Corporation shall not be dissolved nor
shall the assets be distributed without unanimous consent unless there
are less than twenty-five (25) Regular Members remaining in the Corporation.
In the event that there are less than twenty-five (25) Regular Members
remaining and the Corporation is dissolved, such action shall require
the prior vote of not less than two-thirds (2/3) of the votes of the Members
then remaining at a special meeting called for that purpose upon written
notice. In such event, the assets of the Corporation then remaining shall
be held by the Board of Directors in office at the time of such dissolution
of trust, however, to be extended for the purpose of interesting and encouraging
sportsmen generally in all kinds of sports fishing and to protect the
interest of rod and reel fishermen, and to effect such purpose, the Board
of Directors is authorized and empowered to donate the assets of the Corporation
after such dissolution to any other organization organized for a similar
purpose, or to subsidize such publications, scholarships and other public
purposes as shall best carry out these purposes.
Section 7. The regular order of business at meetings
of the Corporation shall be as follows:
1. Reading of the minutes of the preceding meeting
2. Treasurer’s report
3. Reports of Committees
4. Reports of Officers
5. New business
6. Good and Welfare
7. Adjournment
ARTICLE XII: Interpretation, Amendment and Rules
Section 1. All questions of construction or interpretation
of these By-Laws shall be decided by the Board of Directors and such decisions
control and be binding upon the membership of the Corporation unless reversed
or altered at a regular meeting of such membership.
Section 2. These By-Laws may be amended only after notice
of proposed amendment is given at a regular meeting of the Corporation
and the proposed amendment duly signed by no less than twenty-five (25)
Members in good standing of the Corporation shall be inserted in the monthly
meeting notice, and then such amendment shall be adopted by the next regular
meeting by the affirmative votes of at least two-thirds (2/3) of the members
present.
Section 3. All meetings of the Corporation, the Board
of Directors and Committees shall be governed by Roberts rules of order
so far as applicable unless inconsistent with any provision of these By-Laws.
