PFC Bylaws

Bylaws
BYLAWS OF Payson Fly Casters, INC.
ARTICLE I – NAME AND PURPOSES

Section 1. Name.
This organization shall be called “Payson Fly Casters, INC.” and is referred to in these Bylaws as the
“Organization”.

Section 2. Purposes.
This Organization is a non-profit membership corporation established and organized exclusively for
educational and conservation purposes within the meaning of Section 501(c)(3), including for such
purposes, the making of distributions to organizations that qualify as exempt organizations under Section
501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The purposes for which it is organized are as follows:
A. To expand the opportunities for Arizona residents and visitors to experience satisfying angling
experiences in Rim Country Arizona.
B. To provide Rim Country residents with a forum for education and resource conservation and
stewardship through the sport of fly fishing;
C. To promote fly fishing through education as the most enjoyable and sporting method of fishing, and the
method most consistent with the preservation of conservation – wise use – of our fishing waters and game
fish;
D. To provide assistance, advice, and suggestions to other angling groups to help them become more
important and effective in their areas;
E. To publicize the best practices and techniques of fly fishing, fly tying, casting, and other related
subjects;
F. To be the local voice for organized fly fishers, maintaining liaison with other conservation and sporting
organizations, and with the governmental agencies involved in many aspects of our sport.
G. To support other programs that further the mission as outlined in items A through F.

ARTICLE II – MEMBERSHIP

Section 1. Eligibility.
Any person who is interested and capable of furthering the purposes of the organization shall be eligible for
membership.

Section 2. Membership.
The Board of Directors (“Board”) shall establish procedures for membership application, classes of
membership, and dues and assessments. Each member is expected to actively support the purposes of the
Organization.

Section 3. Termination, Suspension, and Renewal.
The Board may suspend or change the membership status of a member at any time for infraction of any
organizational rule or for any other cause if the Board deem such action to be in the best interest of the
Organization. The Board shall immediately notify the member of its action and the reasons in writing. The
member shall be entitled to a reasonable opportunity to be heard by the Board, or a committee appointed by
it, concerning the suspension. The Board may continue for a definite term, terminate or rescind the action
or expel the member, and its decision shall be final.

ARTICLE III – AUTHORITY

Section 1. Membership.
All of the rights and powers which may be exercised by the Organization shall be vested in the
membership. These rights and powers shall be subject to exercise or change by the membership at a regular
business meeting or a duly called meeting of the Organization.

Section 2. Board of Directors.
The Board shall control the business and affairs of the Organization and may exercise all such authority
and powers of the Organization and do all such lawful acts and things as are not by law, the Articles of
Incorporation or these bylaws, directed or required to be exercised or done by the
members directly.

ARTICLE IV – MEETINGS OF THE ORGANIZATION

Section 1. Annual Meeting.
The annual meeting of the membership shall be scheduled once every year as determined by the Board.

Section 2. Regular and Special Meetings.
Regular and special meetings of the membership shall be held whenever such a meeting is called by:
A. The Board; the President of the Organization, or in his or her absence, death or disability, the Vice-
President; or
B. A vote of most of the members at a regular or special meeting of the Organization; or
C. A written petition to the Board signed by not less than 25% of all the voting members of the
Organization. The petition shall state the purpose of such special meetings. Business conducted at
Special meetings shall be identified in the call of the meeting and limited thereto.

Section 3. Quorum.
At any general membership meeting, the quorum shall consist of those members present. The act of a
majority of the members present at meetings at which there is a quorum will be the act of the Organization,
unless a greater number is required by law or by these bylaws.

Section 4. Notice of Meetings.
Notice of each annual, regular and special meeting shall state the place, date and hour of the meeting.
Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice
may be given personally, written, by mail or by electronic transmission and shall be given not less than ten
nor more than fifty days before the date of the meeting. Notice of the meetings may be included in
newspapers, newsletters or other periodicals regularly published by or in behalf of the Organization. Notice
of the annual and regular meetings may be given in one notice establishing the dates of each meeting for
the year.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Number and Selection of Directors.
There shall be a Board of Directors consisting of not less than three (3) people as determined by the Board.

Section 2. Election and Term of Office.
The election of the Directors shall be held every year at the Annual Membership Meeting. The President
shall place the slate of nominees before the membership. All directors shall serve for one year and/or until
their successors are duly elected at the next Annual Membership Meeting.

Section 3. Eligibility.
Any member of the Organization in good standing is eligible for election to the Board.

Section 4. Place of Meeting.
The Board may hold its meetings at such place or places as the Board from time to time may determine or
as shall be specified or fixed in the respective notices or waivers of notice.

Section 5. Regular Meetings.
Regular meetings of the Board shall be held not less than once a year at such times and places as the Board
by may determine.

Section 6. Special Meetings.
Special meetings of the Board may be called by the President or the Secretary and shall be called by the
President or the Secretary upon the written request of any three (3) Directors.

Section 7. Quorum and Manner of Acting.
A quorum will consist of one third of the Directors of the whole Board. The act of a majority of the
Directors present at meetings at which a quorum is present will be the act of the Board, unless the act of a
greater number is required by law or by these bylaws. In the absence of a quorum, a majority of the
directors present may adjourn any meeting from time to time until a quorum can be achieved. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting at which such
adjournment shall be taken.

Section 8. Notice of Meetings.
Notice of each regular and special meeting stating the time and place shall be given to each member of the
Board personally or by mail, phone, or electronic means. The notice shall be given not less than five (5) nor
more than sixty (60) days before the date of the meeting. Notice need not be given to any Director if such
notice shall be waived by that Director and business may be transacted by the Board at a meeting at which
every member of the Board shall be present, though held without notice.

Section 9. Meetings.
Any one or more members of the Board or any committee of the Board may participate in a meeting by
means of conference telephone or other means of remote communication by which all persons participating
in the meeting can communicate with each other. Participation in a meeting constitutes presence in person
at the meeting. Any action required or permitted to be taken by the Board or any committee of the Board
may be taken without a meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The Board or committee may exercise this action by written
consent by means of electronic transmission.

Section 10. Executive Board.
The Board may, at any time, establish an Executive Board (or Committee) as provided for by Article VII,
Section 1 to act on behalf of the full Board between meetings of the Board to the extent permitted by law.

Section 11. Vacancies.
Any vacancy in the Board shall be filled by appointment from the President with the advice and consent of
the Board for the unexpired portion of the term.

Section 12. Removal of Directors.
Any Director may be removed at any time with or without cause by the affirmative vote of a majority of a
quorum of the Directors at a regular or at a special meeting of the Board called for that purpose. Any
Director may be removed for cause by the affirmative vote of the Directors provided there is a quorum of
not less than a majority of Directors present at the meeting of the Directors.

ARTICLE VI – OFFICERS

Section 1. Officers.
The officers of the Organization will be a President, a Vice Presidents, a Secretary, a Treasurer and such
other officers as may be elected in accordance with the provisions of this Article. Any two or more offices
may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term of Office.
The officers of the Organization will be elected annually by the Board at the regular annual meeting of the
Board. The President shall place the slate of nominees before the Board. If the election of officers will not
be held at such meeting, such election will be held as soon thereafter as is convenient. New offices may be
created and filled at any meeting of the Board. All officers will hold office for one year or until their
successors are elected. Upon election, these officers shall then become directors if not currently a director.

Section 3. Removal.
Any officer of the Organization may be removed at any time, by resolution adopted by a majority of the
whole Board at a regular meeting or a special meeting called for that purpose.

Section 4. Vacancies.
A vacancy in any office other than the president, because of death, resignation, removal or any other cause,
shall be filled by the Board for the unexpired portion of the term. In the event of a vacancy in the office of
the President, the Vice President shall assume that office.

Section 5. President.
The President will be the principal executive officer of the Organization and shall have the general powers
of supervision and management over the business and affairs of the Organization. The President will
preside at all meetings of the Board. The President may sign, with the Secretary or any other proper officer
of the Organization authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments
which the Board has authorized to be executed, except in cases where the signing and execution thereof is
expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the
Organization; and in general the President will perform all duties incident to the office of President and
such other duties as may be prescribed by the Board from time to time.

Section 6. Vice President.
The Vice Presidents shall have such duties as determined from time to time by the Board or the President.
The Vice President shall perform the duties of the President in the President’s temporary absence and in the
event of a vacancy in the office of the President, the Vice President shall assume that office.

Section 7. Treasurer.
The Treasurer will have charge and custody of and be responsible for all funds and securities of the
Organization; shall prepare an annual budget to the Organization; receive and give receipts for moneys due
and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of
the Organization in such banks, trust companies, or other depositories as are selected by the Board; and in
general perform all the duties incident to the office of Treasurer and such other duties as from time to time
may be assigned to the Treasurer by the President or by the Board. The Treasurer will perform the
accounting duties in accordance with federal and state regulations for tax exempt, non profit organizations.

Section 8. Secretary.
The Secretary shall keep the minutes of all meetings; see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law; be custodian of the corporate records; and in general,
perform all duties incident to the office of Secretary and such other duties as from time to time may be
assigned to the Secretary by the President or by the Board of Directors.

ARTICLE VII – COMMITTEES

Section 1. Committees of Directors.
The Board may designate and appoint one or more committees, each of which shall consist of two or more
Directors, which committees, to the extent defined by the Board, shall have and exercise the authority of
the Board in the management of the Organization. Actions of these committees shall be ratified by the
Board as a whole. The designation and appointment of any such committee and the delegation thereto of
authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed
upon the Board or a Director by Law. However, no committee (including an Executive Committee or
Board) shall have the power to: (a) amend the articles of incorporation; (b) amend the bylaws; (c) fill
vacancies on the board; or (d) terminate memberships.

Section 2. Other Committees.
Other committees not having and exercising the authority of the Board in the management of the
Organization may be appointed in such manner as may be designated by a resolution adopted by the Board
or Executive Committee. Except as otherwise provided in such resolution, participants of each such
committee shall be members of the Organization, and the Chairperson of the Board shall appoint the
member thereof. Any members thereof may be removed by the Board or by the person or persons
authorized to appoint such member whenever in their judgment the best interests of the Organization shall
be served by such removal.

Section 3. Operation of Committees.
Committees serve at the pleasure of the Board. While committees may be authorized by the Board to
control their affairs, through the use of bylaws or a similar document, to include how members of the
committee are selected and removed, the Board reserves the authority to appoint or remove any person on
the committee with or without cause. Committees shall only have the powers specifically delegated to them
by the Board and their activities are subject to review by the Board.

ARTICLE VIII – RESIGNATION

Any Director or Officer may resign their office at any time by giving written notice of resignation to the
President or the Secretary of the Organization. Such resignation shall take effect at the time specified, or if
no time is specified, at the time of receipt.

ARTICLE IX – CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts.
The Board may authorize any officer or officers, agent or agents of the Organization, in addition to the
officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Organization, and such authority may be general or confined to specific
instances.

Section 2. Checks, Drafts, etc.
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issues in
the name of the Organization, shall be signed by such officer or officers, agent or agents of the
Organization and in such manner as shall from time to time be determined by resolution of the Board. In
the absence of such determination by the Board, such instruments shall be signed by the Treasurer or the
President.

Section 3. Deposits.
All funds of the Organization shall be deposited from time to time to the credit of the Organization in such
banks, trust companies or other depositories as the Board may select. Section 4. Gifts. The Board may
accept on behalf of the Organization any contribution, gift, bequest or devise for the general purpose or for
any special purpose of the Organization.

ARTICLE X – OFFICES, BOOKS AND RECORDS

Section 1. Offices.
The principal office of the Organization shall be at such place as the Board may determine. The Board may
from time to time and at any time establish other offices or branches of the Organization at whatever place
or places it deems to be expedient.

Section 2. Books and Records.
The Organization shall keep correct and complete books and records of account and shall also keep
minutes of the meetings of its Board of Directors and committees having any of the authority of the Board
of Directors. All books and records of the Organization may be inspected by any member of the
Organization, or his or her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XI – FINANCE
Section 1. Fiscal Year.
The fiscal year shall be established by the Organization.

Section 2. Budget.
The Board shall review and approve the annual budget for the Organization submitted by the Treasurer.

Section 3. Expenditures.
No part of the net earnings of the Organization shall inure to the benefit of, or be distributed to its directors,
officers, or other private persons, except that the Organization 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 Article I.

ARTICLE XII – GENERAL PROVISIONS

Section 1. Avoidance of Political Activity.
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.

Section 2. Relations with Other Organizations.
The Organization shall have no financial interest in the property, assets, or liabilities of any other
organization in which it may hold membership or with which it may be affiliated, unless specifically agreed
in writing by both parties and approved by the Board.

Section 3. General Activities.
Notwithstanding any other provisions of these articles, the Organization shall not carry on any other
activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under Section
501(c) (3) of the Internal Revenue Code, or corresponding section of any future tax code; or (b) a
corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code,
or corresponding section of any future tax code.

ARTICLE XIII – NONDISCRIMINATION

It shall be the policy of the Organization to provide equal membership/employment/service opportunities
to all eligible persons without regard to race, color, religion, sex, or national origin.

ARTICLE XIV – AMENDMENTS

These bylaws may be amended at any meeting of the Board of Directors. The affirmative
vote of two-thirds (2/3) of the entire Board of Directors shall be required for the adoption of any
amendment. Notice of the meeting and proposed amendment, together with the text of the proposed
amendment, shall be delivered to the members of the Board as outlined by the notice requirements of
Article V, Section 8. The amendment will then be presented to the Organization Board for approval and
will go into effect upon such approval.

ARTICLE XV – DISTRIBUTION OF ASSETS UPON DISSOLUTION

Upon the dissolution of the Corporation, 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 subject only to any order of a court of competent jurisdiction.

ARTICLE XVI – RULES OF ORDER

Meetings of the Organization will function under “Robert’s Rules of Order, Revised” only if necessary, for
the orderly conduct of meetings, or the request of any one member and the concurrence of a majority of
the voting members attending such meeting.

ARTICLE XVII – CONFLICT OF AUTHORITY

Any conflict between these bylaws and another Organization instrument which specifically controls
activities of the Club, shall be decided in favor of the bylaws.

UPDATED March 2024
Approved by:

President

Secretary