Texas B.A.S.S. Nation Bylaws
Revised December 28, 2012
ARTICLE I. PURPOSES
Texas B.A.S.S. Nation is a non-profit corporation organized and operated exclusively for enjoying, promoting, preserving and furthering the sport of bass angling. Additional purposes and objectives of the Texas B.A.S.S. Nation are:
(a) To promote involvement of each Chapter (as hereinafter defined) in community activities and products for the betterment of mankind; (b) To promote, organize and conduct youth fishing activities through Chapters (as hereinafter defined) in each Region (as hereinafter defined); (c) To support local, regional and state fisheries through participation and involvement in conservation and environmental projects in Texas; and (d) To promote the practice of highest standards of sportsmanship and conservation.
ARTICLE II. MEMBERS
Section 1. Member. In order to be a member (hereinafter referred to individually as a “Member” and collectively as “Members”) of the Texas B.A.S.S. Nation an individual: (1) must be a member of the B.A.S.S. and (2) must pay all applicable B.A.S.S. Nation and Texas B.A.S.S. Nation dues and fees. A Member may belong up to as many as three B.A.S.S. Chapters. Chapter Members must pay Texas B.A.S.S. Nation dues under all Chapters and must declare a home/parent Chapter to the B.A.S.S. Nation. A member may not exceed more than three Chapters within the Texas B.A.S.S Nation or the B.A.S.S. Nation.
Section 2. Chapter. In order to be a Chapter of Texas B.A.S.S. Nation, a bass club: (1) must be comprised of a majority of individuals domiciled in the State of Texas; (2) must comply with membership requirements established by B.A.S.S. (Article II, Section 2(a)); and (3) must receive approval of its Bylaws by B.A.S.S. and the Texas B.A.S.S. Nation and pay all applicable dues and fees.
(a) For purposes of this Section 2 of the Bylaws, a Chapter affiliated with the Texas B.A.S.S. Nation prior to and as of January 1, 1991 shall be considered a “Foundation Chapter”. A “Foundation Chapter” may remain a Chapter by having eighty percent (80%) or more of its Members maintain individual memberships with B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation. Any Chapter whose status as a “Foundation Chapter” lapses for six (6) months or more shall be a “Non-Foundation Chapter” as defined in Article II, Section 2(b).
(b) For purposes of this Section 2 of the Bylaws, a Chapter affiliated with the Texas B.A.S.S. Nation after January 1, 1991 shall be considered a “Non-Foundation Chapter”. A “Non-Foundation Chapter” may become and/or remain affiliated with the Texas B.A.S.S. Nation by having one hundred percent (100%) of its Members maintain individual memberships with B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation as discussed in Article II, Section 1.
Section 3. Non-Discrimination. There shall be no discrimination in membership of or participation in the activities of the Texas B.A.S.S. Nation by reason of race, creed, color, national origin or sex.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Eligibility. Texas B.A.S.S. Nation Board of Director must be a member in good standing with B.A.S.S., the B.A.S.S. Nation, the Texas B.A.S.S. Nation and a Texas B.A.S.S. Nation Chapter.
Section 2. General Powers. The Board of Directors shall manage the affairs of the Texas B.A.S.S. Nation. The Board of Directors shall exercise all general powers conferred by the laws of the State of Texas upon corporations organized under the Texas Non-Profit Corporation Act and shall have such additional powers and duties as are specifically provided by the Articles of Incorporation and by these Bylaws. These powers shall include the authority to authorize contracts, incur liabilities, expend funds and attend to such other matters as the Board of Directors may determine.
Section 3. Number. The Board of Directors shall initially consist of five (5) persons named in the Articles of Incorporation. The Board of Directors shall consist of not less than six (6) Regional Directors, the Conservation Director, and Youth Director. The number of Directors may be increased by an amendment of these Bylaws.
Section 4. Election. Each Region shall hold an election for their Regional Director. Regional Directors for Southeast, Panhandle, and West Texas Regions shall be elected in the even number years. Regional Directors for the South, Northeast, and North Central Regions shall be elected in the odd numbered years. Each Chapter within the Region shall have one (1) vote on behalf of the Chapter they represent. An election for Regional Director shall take place in the months of October through December. The elected Regional Director will take office on January 1 of the following year and serve a two (2) year term. There shall be no runoff elections; a nominee receiving the highest number of votes shall be the Regional Director. In the event of a Regional Director vacancy prior to the end of a term, a special election to fill the vacancy shall be held by the Region. If an election is not held by the Region within 45 days after the vacancy, the Texas B.A.S.S. Nation President (hereinafter referred to as President) shall appoint a Regional Director who shall serve the remainder of the unexpired term for that Region. Each Region has the authority to remove a Regional Director, if by a majority vote of the Chapters within the Region, it is determined that the Regional Director has consistently failed to represent the Region. The Region must notify the President of this change within 48 hours and a replacement must be found within 45 days of the Regional Directors removal.
Section 5. Duties. The Board of Directors shall determine in what manner the funds of the Texas B.A.S.S. Nation are spent and ensure that the Texas B.A.S.S. Nation is operating strictly in accordance with its Articles of Incorporation and these Bylaws.
Section 6. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held during the Texas B.A.S.S. Nation State Championship Tournament or also known as the “Top Six Tournament”, beginning in 1994, at such place as may be determined by a majority of the Board of Directors. Regular meeting of the Board of Directors shall be held each quarter of the calendar year on such dates, at such places, and at such times as shall be coordinated and determined by the President and approved by the Board of Directors. Regular meetings may be held in the form of a conference call in order to facilitate a meeting where all Directors would not be able to otherwise attend.
Section 7. Special Meetings. A special meeting of the Board of Directors may be called by or at the request of the President or any one (1) Director. The person or persons authorized to call special meetings of the Board of Directors may designate any place, within the State of Texas, as the place for holding any special meeting of the Board of Directors. Special meetings may be held in the form of a conference call in order to facilitate a meeting where all Directors would not be able to otherwise attend.
Section 8. Notice of Annual or Special Meetings. Notice of any annual, regular or special meeting of the Board of Directors shall be given no less than seven (7) calendar days prior to such meeting by notice. Official notice must be communicated directly by phone or e-mail to each Director at his/her phone number or email address as shown by the records of the Texas B.A.S.S. Nation. If notice is communicated by email, Directors are required to reply to meeting notice sender to verify receipt of meeting notice.
Any Director may waive notice of any annual, regular or special meetings. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business nor the purpose of any meeting of the Board of Directors need be specified in the notice, unless specifically required by law or by these Bylaws.
Section 9. Quorum. A majority number of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any and all meetings. The act of a majority of Directors present at any meeting at which there is a quorum present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by these Bylaws.
Section 10. Removal from Office. The Board of Directors shall have the right at any time to remove any Director from office for cause by majority vote of all the Board of Directors whenever, in its judgment, the Board of Directors considers such action to be in the best interests of the Texas B.A.S.S. Nation. Cause shall be construed to include failure to attend scheduled meetings.
Section 11. No Compensation. Directors shall not receive any salary of compensation for their services as Directors of the Texas B.A.S.S. Nation. However, Directors may be reimbursed for expenses incurred on behalf of the Texas B.A.S.S. Nation where such expenses are evidenced by receipt or other proper documentation.
Section 12. Voting. At all meetings of the Board of Directors, each Regional Director, shall have one (1) vote. Proxy votes are prohibited.
Section 13. Informal Action by Board of Directors. Any action required by law to be taken, or which may be taken at a meeting of the Board of Directors, may be taken without any meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Section 14. Disqualification. No person who holds any public office for the State of Texas shall be eligible to serve as a member of the Board of Directors, if such relationship might cause such person to be placed in a position of conflict of interest.
Section 15. Specific Powers and Duties of the Board of Directors. In addition to the general powers enumerated in this Article III, the Board of Directors shall have the specific power and duties to:
(a) Elect the President and Vice President; (b) Approve as required the appointment of the Conservation Director, Communications Director, Internet Coordinator, Youth Director, Secretary, and Treasurer by the President; (c) Accept, reject or terminate a Chapter; (d) Remove or replace any appointed Officer or Director at any time; (e) Supervise the election of a Director from a Region, when requested by a majority of that Region’s Members; (f) Amend or alter the Bylaws; (g) Require and receive reports in writing from each Director regarding his/her activities; (h) Determine eligibility for the State Championship Tournament; (i) Establish or redefine the Regions and number thereof; and (j) Establish applicable dues for Chapters and Members.
Section 16. Committees. The Board of Directors may designate one or more committees, which will consist of two or more of the Directors and any number of individual Members of the Texas B.A.S.S. Nation. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 17. Election of the Texas B.A.S.S. Nation President. The Board of Directors shall elect the President. The President shall be elected at the Board of Directors’ meeting held in the third quarter of the calendar year. At that time such person will be known as the President-Elect of the Texas B.A.S.S. Nation. The President-Elect shall take office on January 1st of the year following the election. The President shall serve a term of two (2) years.
Section 18. Order of Business of Meetings of the Board of Directors. The President shall chair all Board of Director meetings with the order of business as follows:
(a) Appoint as required: Conservation Director, Communications Director, Internet Coordinator, Youth Director, Treasurer and Secretary and offer both for the approval of the Board of Directors; (b) Reading of minutes from the previous Board of Directors meetings; (c) Treasurer’s report(s); (d) Committee(s) reports; (e) Region reports; (f) Appointments of committees and their chair persons; (g) Approval of the date, place, time, rules, budget and Chairman of the State Championship Tournament; (h) Appoint a Tournament Director for the State Championship Tournament; (i) Approval of budgets; (j) General business; (k) New business; and (l) Adjournment.
Section 19. Additional Duties of the Board of Directors. In addition to the duties and responsibilities as a member of the Board of Directors, each Regional Director shall:
(a) Act as the liaison between the Chapters within their Region and the Board of Directors.
(b) Be responsible for the formation of Regional Committees. (c) Be responsible for the growth and development of their Region. The Regional Director shall invite and encourage other bass clubs to affiliate with B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation. (d) Be responsible for obtaining and compiling a list of the President, Secretary, Treasurer, Tournament Chairman, Youth Chairman, and Conservation Chairman from each affiliated Chapter in his/her Region. The Regional Director must furnish these names along with the Chapter’s mailing address to the Secretary. (e) Make available from B.A.S.S. Headquarters to all Chapters in the Region, the following: (1) B.A.S.S. Nation Chapter applications for affiliation; (2) Junior Bassmaster Chapter applications for affiliation; and (3) Guidelines for standing committees.
(f) Be responsible for planning, organizing and conducting no less than one (1) Region-wide fishing tournament each year with entry fees sufficient to cover expenses. Thereafter, any other fishing tournaments may be held in the Region on any other cost basis.
ARTICLE IV. B.A.S.S. NATION CENTRAL DIVISIONAL TOURNAMENT QUALIFICATION.
Section 1. Texas B.A.S.S Nation Team or “State Team”. The “State Team” iscomposed of twelve (12) Members and one (1) alternate Member in good standing with the B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation. Six (6) Members qualify through Regional Tournament Qualification (i.e. one (1) Member from each of the following six (6) Regions: Panhandle, North Central, Northeast, South, Southeast, and West), and six (6) Members qualify through the State Championship Tournament (i.e. one (1) Member from each of the following six (6) Regions: Panhandle, North Central, Northeast, South, Southeast, and West). In the event a Member double qualifies in a Region, the second place finisher from that Region, at the State Championship Tournament, will fill the second Region spot on the “State Team”. The boater status will be determined by a single coin flip at the State Championship Tournament (heads – all boaters will come from Region Tournament Qualification, tails – all boaters will come from the State Championship Tournament).
Section 2. Regional Tournament Qualification Format. The Texas B.A.S.S. Nation Members must qualify for the B.A.S.S. Nation Central Divisional tournament through a draw/observer format. There are three (3) approved formats that are acceptable by the Texas B.A.S.S. Nation: (1) Full Blind Draw Tournament (i.e. boater/non-boater format); (2) Competition Tournament Trail with a Blind Draw Championship (i.e. boater/non-boater format); or (3) Single Full Blind Draw Tournament. All acceptable qualification tournament formats represent individual competition tournaments.
(a) Under Format One (1): Full Blind Draw Tournament, each respective region sets up their tournament trail, lakes, and dates. The Angler of the Year at the end of the trail becomes the “Regional Representative” on the twelve-man Texas B.A.S.S. Nation team. (b) Under Format Two (2): Competition Tournament Trail with a Blind Draw Championship tournament, this format has been designed, proposed, and accepted by B.A.S.S. and the Texas B.A.S.S. Nation Board of Directors to promote participation throughout the vast geographically challenged Regions of the State of Texas:
(1) The Region sets up their “individual competition tournament trail” and “championship tournament” lakes and dates;
(2) Each Region opting for Format Two (2) will conduct six (6) qualifying tournaments leading into the Blind Draw Championship tournament;
(3) Members must fish a minimum of four (4) tournaments on the Competition Tournament Trail to qualify for the Blind Draw Championship tournament;
(4) Members will be allowed to drop two (2) tournaments.
(5) The “individual competition tournament trail” leading up to the “championship tournament” will be used to qualify a predetermined number of anglers for a two-day Blind Draw Championship tournament. Based on Competition Tournament Trail standings, the top ½ of the qualifiers throughout the Competition Tournament Trail will earn the first right of refusal to go as a boater. The bottom ½ will qualify as non-boaters. (i.e. 30 anglers qualify, top 15 qualifiers become boaters, and bottom 15 qualifiers become non-boaters). Both days of the “championship tournament” will be a blind draw. (6) Each Member starts out the Blind Draw Championship tournament with zero (0) points. There will be no carryover of points into the Blind Draw Championship tournament from the Competition Tournament Trail other than determining boater and non-boater status for the Blind Draw Championship tournament. (7) The overall winner of the two (2) day Blind Draw Championship tournament becomes the “Regional Representative” on the twelve-Member Texas B.A.S.S Nation Team.
(c) Under Format Three (3): Single Full Blind Draw Tournament, one full blind draw regional tournament with Chapters sending equal numbers of boaters and non-boaters. The overall winner of the Single Full Blind Draw Tournament becomes the “Regional Representative” on the twelve-Member Texas B.A.S.S. Nation Team.
Section 3. State Championship Tournament Qualification Format. The State Championship Tournament is an invitation only, three (3) day blind draw tournament format. The Texas B.A.S.S. Nation invites eligible Chapters to send one or more six (6) Member teams (i.e. three (3) boaters and three (3) non-boaters) to compete in the State Championship Tournament. The top Member from each of the six (6) Regions at the State Championship Tournament becomes the “Regional Representative” on the twelve-Member Texas B.A.S.S. Nation Team. Non-chapter members are not qualified to fish the state championship tournament qualification format.
ARTICLE V. THE OFFICERS
Section 1. Eligibility. To be eligible for the office of Texas B.A.S.S. Nation President an individual must be a current or past Regional Director with two (2) years experience and must resign that position, simultaneously with his/her election as President. All other Texas B.A.S.S. Nation Officers must be a member in good standing with B.A.S.S., the B.A.S.S. Nation, the Texas B.A.S.S. Nation and Texas B.A.S.S. Nation Chapter.
Section 2. Duties of the Officers.
(a) The President shall conduct the affairs of the Texas B.A.S.S. Nation in a manner designed to fulfill the objectives and plans determined by the Board of Directors. The President shall plan, recommend, and implement all necessary administrative duties of the Texas B.A.S.S. Nation. In addition, the President shall:
(1) Schedule annual, regular, and special meetings of the Board of Directors; (2) Ensure that elections are duly called, noticed, and held; (3) Direct and oversee all official business of the Texas B.A.S.S. Nation; (4) Act as the official representative of the Texas B.A.S.S. Nation; and (5) Act as the liaison between the Texas B.A.S.S. Nation and B.A.S.S. and any other interest pertaining to the Texas B.A.S.S. Nation.
(b) The Vice President shall serve only as requested by the President or as directed by the Board of Directors for a period of one (1) year. The Vice President shall also serve as the Tournament Director for the State Championship Tournament. In addition, the Vice President shall:
(1) Perform the duties of the Office of the President in his/her absence or inability for the remainder of the President’s term or until the President is able to perform the duties of the office; (2) Assist the President as directed; and (3) Coordinate tournament planning for the Texas B.A.S.S. Nation State Championship Tournament.
(c) The Treasurer shall serve only as requested by the President or as directed by the Board of Directors for a period of one (1) year. In addition, the Treasurer shall:
(1) Collect and disburse all monies of the Texas B.A.S.S. Nation as directed by the Board of Directors or in accordance with approved budgets; (2) Keep a record of all receipts and disbursements sufficient to allow preparation of a financial statement in accordance with generally accepted accounting principles and procedures; (3) Furnish the Board of Directors with a complete financial report including bank account statement(s) at each regular meeting; (4) Furnish an annual financial statement within twenty (20) days of the end of each calendar year; and (5) Pay all bills incurred by a duly appointed and organized committee so long as the Board of Directors has approved the committee budget and so long as the expenses and income are within the limits of the approved budget. In the event the Treasurer believes that discrepancies or excess funds exist, the Treasurer shall immediately notify the President and Board of Directors in writing of such event.
(d) The Secretary shall serve only as requested by the President or as directed by the Board of Directors for a period of one (1) year. In addition, the Secretary shall:
(1) Keep a record of the proceedings and minutes of all meetings of the Board of Directors; (2) Maintain a current roster of the Board of Directors and maintain a record of attendance of Board of Directors at meetings; (3) Coordinate and draft submissions and correspondence to B.A.S.S. and other groups; and (4) Collect from each Region news clippings, pictures, letters, and any and all information possible to compile and submit a portfolio for each year to B.A.S.S. Awards Program.
(e)The Conservation Director shall serve only as requested by the President or as directed by the Board of Directors for a period of one (1) year.
(f) The Youth Director shall serve only as requested by the President or as directed by the Board of Directors for a period of one (1) year.
(g) With exception of the Office of the President, a joint office may be held and operated by an individual in order to carry out the role of such office.
ARTICLE VI. MISCELLANEOUS
Section 1. Operation Prohibitions. The Texas B.A.S.S. Nation, its Board of Directors, Officers and agents, shall not do any act, which shall constitute a basis for denial of tax exemption under applicable laws. In particular:
(a) The Texas B.A.S.S. Nation shall not:
(1) Lend any part of its income of corpus, without receipt of adequate security and a reasonable rate of interest; (2) Pay any compensation, in excess of a reasonable allowance for salaries or other compensation, for personal services actually rendered; (3) Make any part of its services available on a preferential basis; or (4) Engage in any other transaction which results in a substantial diversion of its income of corpus to a person who has made a substantial contribution to the Texas B.A.S.S. Nation, a member of the family of such person, or an entity controlled by such person.
(b) The Texas B.A.S.S. Nation shall not accumulate out of income amounts, which are:
(1) Unreasonable in amount or duration in order to carry out the purpose or function constituting the basis for tax exemption; (2) Used to a substantial degree for purposes or functions other than those constituting the basis for tax exemption; or (3) Invested in such a manner as to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.
Section 2. Indemnification. The Texas B.A.S.S. Nation shall indemnify every Director and Officer of the Texas B.A.S.S. Nation against, and reimburse and advance to every Director and Officer for, all liabilities, costs, and expenses incurred in connection with such directorship or office and any actions taken or omitted in such capacity to the greatest extent of such indemnification, reimbursement, or advance payment.
Section 3. Amendment to Bylaws. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Board of Directors present at any regular meeting, or at any special meeting if at least seven (7) days written notice is given of intention to alter, amend, or repeal or to adopt new Bylaws at such meeting, or by unanimous written consent signed by all of the members of the Board of Directors.
ARTICLE VII. EFFECTIVE DATE
The Bylaws, as written, shall become effective upon their acceptance by the Texas B.A.S.S. Nation Board of Directors. These Bylaws are to replace and supersede any previous Bylaws, and by amended or altered by the Texas B.A.S.S. Nation Board of Directors in accordance with the procedures set forth in these Bylaws.
These bylaws have been amended and restated in accordance with the procedures set forth in these Bylaws on this date the 28th day of December in the year Two-Thousand and Twelve.