BYLAWS OF CHAMPAIGN-URBANA BASS CLUB

RESTATED

ARTICLE I. NAME AND PURPOSES

Section 1.  The name of the corporation is CHAMPAIGN-URBANA BASS CLUB.

Section 2. The purposes of the corporation are: to leisurely, as well as competitively, angle for largemouth bass and related species thereof; to strive and work together in the conservation, restoration and propagation of the largemouth bass and related species thereof; to develop good fellowship and true sportsmanship between bass fishermen, to educate one another about angling, to develop a spirit of mutual understanding between all classes and groups of conservationists, nature lovers, farmers and sportsmen to the end that the interests of each group may be served to the fullest extent, consistent with the rights and privileges of the others.

ARTICLE II.  PRINCIPAL AND REGISTERED OFFICES

Section 1. The principal office of the corporation shall be located in the city of Urbana, County of Champaign and State of Illinois.  The corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time.

Section 2. The registered office of the corporation shall be maintained in the City of Urbana, County of Champaign and the State of Illinois, and need not be identical with the principal office; and the address of the registered office may be changed, from time to time, by the Board of Directors.

ARTICLE III.  MEMBERSHIP

Section 1.  Membership of the corporation shall be limited to seventy members and any

number of non-voting honorary members.

Section 2.  In order to qualify as a member of the corporation, each applicant must be a person of the age of sixteen years or over and believe in and support the purposes of the corporation.  To qualify for honorary membership an individual shall have been an active member of good standing for the immediate preceding five years, and shall be sixty-two years of age or older.  Honorary members shall not be required to pay annual dues, and shall be exempt from membership requirements set forth in Article III, Section 5, of the corporation bylaws.  Honorary members shall have all rights, as those of active members except, honorary members shall not be entitled to vote on any matters as might come before membership or to hold office as a director of the corporation.  Honorary members shall be required to pay any and all fees for affairs of the corporation in which they participate, By and with the advice of membership the Board of Directors shall have the power and authority to discharge from the corporation any honorary member failing to participate in any affairs of the corporation for a period of three years or longer, and for any and all other good cause shown.

Section 3. Each applicant for membership must personally appear before the membership.  The membership shall have the sole power and authority to either accept or reject any applicant for membership in the corporation.

Section 4. In the event that there shall be more applicants than available memberships, and providing that such applicants meet all of the qualification to become a member of the corporation, the secretary of corporation shall maintain a waiting list with the date of application.  Memberships, as they become available, shall be offered on the basis of earliest date of application.

Section 5. By and with the advice of the membership.  The Board of Directors shall have the power and authority to discharge any member from the corporation for failure to pay dues, habitually failing to attend meetings or participating in bass fishing contests or other affairs and projects of the corporation and for any and all other good cause shown.  Beginning January 1 of the fiscal year, each member shall have participated in five functions (monthly meetings, fishing contests, authorized corporation affairs and projects) of the corporation by the end of the regular scheduled July bass fishing tournament.  Any member who does not meet that criteria will be sent a notice that he is delinquent in his participation in the corporation and shall appear before the Board of Directors at their next meeting to show cause why his membership should not be terminated for failure to meet the above mentioned criteria.

ARTICLE IV.  DUES

Section 1.  The annual dues shall be in the sum of $30.00.

Section 2. Dues shall be due and payable on or before the regular February meeting of each year.

Section 3.  Special assessments may be made from time to time but only and solely by the membership.

ARTICLE V.  MEMBERSHIP MEETINGS

Section 1.  The annual meeting of the membership shall be held on the first Thursday of December of each year such time and place as shall be determined by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the membership.  If the day fixed for the annual meeting shall be legal holiday, then such meeting shall

be held either on the next succeeding business date, time and place as shall be determined by the Board of Directors.

Section 2.  The regular meetings of the membership shall be held on the first Thursday of each month at such time and place as shall be determined by the Board of Directors, for the purpose of transacting any business as may come before the membership.  If the day fixed for the regular meeting shall be a legal holiday, and then such meeting shall be held either on the next succeeding business day or such other date, time and place as shall be determined by the Board of Directors.

Section 3.  Special meetings of the membership may be called by the president, Board of Directors or by two-thirds of the membership.  Written notice of any special meeting, stating the time, place and the purposes for which the special meeting is called, shall be mailed to the membership not less than fifteen days before the date of such special meeting.

Section 4.  A Quorum for the annual meeting, all regular and special meetings of the membership shall be fifteen members.  If a quorum is present at such meeting, the affirmative vote of the majority of members present at such meeting shall be the act of

Section 5.  Each member shall be entitled to one vote.

Section 6.  Each member must personally present in order to vote.  Proxy voting shall not be permitted.

ARTICLE VI.  DINNER MEETING

Section 1.   At least one dinner meeting, with ladies present, shall be held annually.

Section 2.  The time and place of such dinner meeting shall be determined by the Board of Directors.

Section 3.  If any special assessment is required for such dinner meeting, then the same shall be determined by the membership.

ARTICLE VII.  BOARD OF DIRECTORS

Section 1. The directors of the corporation shall consist of the president, vice-president, secretary, treasurer, historian, membership director and a tournament director.

Section 2.  The management of the business and affairs of the corporation shall be in the hands of a Board of Directors, who shall be elected by a majority vote of the members present at the annual meeting of the corporation.

Section 3.  At such annual meeting, the membership shall elect seven (7) persons, the first to be for the office of president, second the office of vice-president, third the office of secretary, fourth the office of treasurer, fifth the office of historian, sixth a membership director and seventh a tournament director.  All of the above to serve for a period of one year, or until their successors are elected and qualified.  Any person nominated for an office but not elected to that office is eligible to be nominated for any other office yet to be filled.

Section 4.  Nominating committees for the nomination of Officers and Directors shall not be permitted.

Section 5.  The membership shall have the sole power and authority to fill any vacancy occurring in the Board of Directors; provided, however, that such person elected to fill such vacancy shall only serve until the next annual meeting of the membership.

ARTICLE VIII.  DUTIES OF OFFICERS AND DIRECTORS.

Section 1. The president shall be the principal executive officer of the corporation and shall preside at all meetings of the membership and Board of Directors, and in General shall perform all duties incidental to the office of president and such other duties as may be prescribed by the Board of Directors.

Section 2. The vice-president shall, in the absence or inability to act of the president, be vested with all the powers and have authority to perform all the duties of the president.  The vice-president shall also assist the president as needed from time to time in the performance of the duties of that office.

Section 3. The secretary shall keep the minutes of all the meetings of the membership and Board of Directors; see that all notices are duly given when required; be the custodian of the corporate records and of the seal of the corporation; keep a register of the names and post office address of each member; and in general, perform all duties incidental to the office of secretary and such other duties as from time to time may be assigned to him by the president of by the Board of Directors.

Section 4.  A treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; deposit all monies of the corporation in such banks or other depositaries selected by the Board of Directors, and in general, shall perform all the duties incidental to the office of treasurer as such other duties as from time to time may be assigned to him by the president or Board of Directors.

Section 5.  The historian shall keep and record all publications by or about the corporation, and such duties from time to time as may be assigned him by the president or Board of Directors.

Section 6. The membership director shall coordinate activities for the purpose of retaining and recruiting members.  The membership director shall at his discretion select from among the membership six members to assist in these activities.

Section 7. The tournament director shall coordinate the tournament scheduling, finalize arrangements, and initiate an orderly weigh in process in conjunction with the other members of the board.

Section 8.  No officer shall serve in the same office for more than two consecutive full terms.

ARTICLE IX.  BOARD OF DIRECTORS MEETINGS

Section 1.  The regular meetings of the Board of Directors shall be held at such times and places as shall from time to time be determined by the Board of Directors for the purpose of transacting any business as may come before the Board of Directors.

Section 2.  Special meetings of the Board of Directors may be called by the president or by a majority of the Board of Directors.  Unless otherwise agreed, written notice of any special meeting, stating the time, place and the purposes for which the special meeting is called, shall be mailed to the members of the Board of Directors not less than fifteen days before the date of such special meeting.

Section 3.  A quorum for any regular or special meeting of the Board of Directors shall be five Directors.  If a quorum is present at any such meeting, the affirmative vote of the majority of Directors present at such meeting shall be the act of and binding upon the corporation.

Section 4.  Each Director shall be entitled to one vote.

Section 5. Each Director must be personally present in order to vote.  Proxy voting shall not be permitted.

ARTICLE X.  ORDER OF BUSINESS

Section 1.  The following shall be the order of business for conducting all meetings. 

1.       Call to Order.

2.       Calling of Roll.

3.       Report of Treasurer.

4.       Report of President.

5.       Report of Committees.

6.       Unfinished Business.

7.       New Business.

8.       Good of the Club.

9.       Adjournment.

 ARTICLE XI.  FINANCES

Section 1. The monies of the corporation shall be deposited in the name of the corporation in such banks or other financial institutions, as the Board of Directors shall designate.

Section 2. To keep full, complete and accurate records which shall reflect the financial status of the corporation.  To present to the annual meeting of the corporation a simple audit of the financial records, performed by such persons outside the corporation as prescribed by the Board of Directors.

Section 3.  The Board of Directors shall take action monthly on the expenditures or expenses of the corporation.

Section 4.   All checks of the corporation, for the payment of monies, shall be signed by the Treasurer and countersigned by the president.

Section 5.  At each regular meeting of the membership and Board of Directors, a financial report shall be given by the treasurer.

ARTICLE XII. FISCAL YEAR

Section 1.   The fiscal year of the corporation shall begin on the first day of January in each year and end on the last day of December in each year.

ARTICLE XIII.  SEAL

Section 1.  The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, “Corporate Seal, Urbana, Illinois.”

ARTICLE XIV.  RULES OF ORDER

Section 1.  The rules of parliamentary procedure as laid down in Robert’s Rules of Order shall govern all meetings of the corporation, when not in conflict with the Certificate of Incorporation or Bylaws.

 ARTICLE XV.  AMENDMENTS

Section 1.   The bylaws may be amended, repealed or altered in whole or in part by a two-thirds majority vote of the members at any meeting called for the purpose of considering such change or modification of the bylaws.

Section 2.   Written notice of such meeting, stating the time, place and the purposes for which the meeting is called and stating the manner in which the bylaws are to be amended, repealed or altered, shall be mailed to the membership not less than fifteen days before the date of such meeting.