BY-LAWS

OF  THE

FEDERAL WILDLIFE OFFICERS ASSOCIATION, INC.

 

ARTICLE I – PRINCIPAL OFFICE The principal office of the corporation in the Commonwealth of Virginia shall be located in the county of Arlington.  The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate of as the business of the corporation may from time to time require.

ARTICLE II – MEMBERS

  1. ANNUAL MEETING
  2. The annual meeting of members shall be held on the second Saturday of May at Ten O’clock A.M. in each year,or at such other date and time as the majority of directors,in their sole discretion, shall select in order to facilitate the greatest potential attendance by Voting Members, said annual meeting to be held for the    purpose of electing directors and for the transaction of such other business as may come before the meeting.
  1. SPECIAL MEETINGS
  2. Special meetings of the members, for any purpose of purposes, unless otherwise           prescribed by statute, may be called by the president or by the directors, and shall be called by president at the request of the holders of not less than twenty   percent (20%) of all the members entitled to vote at the meeting.
  1. PLACE OF MEETING
    • The directors may designate any place, either within or without the States unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

 

  1. NOTICE OF MEETING
    • Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the list of members of the corporation, with postage thereon prepaid.

 

  1. MEMBERSHIP LISTS – VOTING
    • The officer or agent having charge of the membership list shall make, at least thirty (30) days before each meeting of members, a complete list of the members entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The membership list shall be prima facie evidence as to who are the members entitled to examine such list or to vote at the meeting of members.

 

  1. QUORUM
    • At any meeting of members, twenty percent (20%) of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If less than said number of the members are represented at a meeting, a majority of members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

 

  1. PROXIES
    • At all meetings of members, a Voting Member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

 

  1. VOTING
    • Each member entitled to vote (i.e., Voting Member, also called “Active Member”), in accordance with the terms and provisions of the articles of incorporation and these By-laws shall be entitled to one vote, in person or by proxy. All elections for directors (i.e., Officer-directors and Regional directors) shall be governed in accordance with the provisions of Article II of these By-laws; all other questions shall be decided by majority vote of the Voting Members except as otherwise provided by the articles of incorporation or the laws of this State.

 

  1. ORDER OF BUSINESS
    • The order of business at all meetings of the members, shall be as follows:
        1. Roll Call
        2. Proof of notice of meeting or waiver of notice
        3. Reading of minutes of preceding meeting
        4. Reports of Officers
        5. Reports of Committees
        6. Election of Directors
        7. Unfinished Business
        8. New Business
      1. INFORMAL ACTION BY MEMBERS
      1. Unless otherwise provided by law, any action required to be taken at a meeting of           the members, or any other action which may be taken at a meeting of the         members, may be taken without a meeting if a consent in writing, setting forth the       action so taken, shall be signed by all of the members entitled to vote with        respect to the subject matter thereof.
  1. DUES
  2. ARTICLE III – BOARD OF DIRECTORS
  3. The directors shall set the annual dues to be paid by: (a) Voting (Active)   Members; and (b) nonvoting Members (which may, at the discretion of the Board,        be subdivided into Associate Members, Sustaining Members, and Corporate             Members). Honorary Members shall not be required to pay annual dues.
  4. GENERAL POWERS
    • The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these By-laws, and the laws of this State.

 

  1. NUMBER, QUALIFICATIONS, AND TENURE
    1. Number: The number of directors of the corporation shall be eleven (11), consisting of three (3) Officer-directors and eight (8) Regional-directors.
    2. Officer-directors: the three Officer-directors shall consist of (i) a President-director, (ii) a Vice President-director, and (iii) a Secretary Treasurer-director. Such Officer-directors shall be vested with, in addition to their powers and authority as a director, with the posers and authority of their respective position as an Officer. Candidates for Officer-directors must be a Voting Member, and shall be nominated by a Voting Member and elected by a majority vote of the Voting Members.
    3. Regional-Directors: The eight (8) directors shall be selected one (1) each from each of the seven (7) regions of the United States Fish and Wildlife Service and one (1) from the Special Operations Region (Washington, D. C.), said seven (7) regions and the Special Operations region being hereinafter collectively referred to as the “respective Regions.” Each Regional director shall be nominated by a Voting Member form his or her respective Region, and shall be elected by a majority vote of the Voting Members from his or her respective Region.
    4. Each director shall hold office for two (2) years or until his successor shall have been elected and qualified. Directors shall be elected at the Annual Meeting. No more than six (6) directors shall be elected at any annual meeting except at the first Annual Meeting of Voting members where five (5) of the Regional-directors shall be elected for a term of one (1) year, and the balance of the three (3) Regional-directors shall be elected for terms of two (2) years each. No director may serve more than two (2) years.
    5. Definition of “Directors” and “Officers: As hereinbefore and hereinafter used in these By-laws, the terms “director” and “directors” shall refer to the Officer-directors as well as the Regional-directors. The terms “Officer” and “officers” as hereinbefore and hereinafter used in these By-laws shall refer to the Officer-directors, and the terms “President”, “Vice-President” and “Secretary-Treasurer”, as hereinbefore and hereinafter used in these By-laws, shall refer to the President-director, the Vice-President-director, and the Secretary-Treasurer-director respectively.
  1. REGULAR MEETINGS
  2. A regular meeting of the directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of  members. The directors may provide, by resolution, the time and place for the          holding of additional regular meetings without other notice than such resolution.
  1. SPECIAL MEETINGS
    • Special meetings of the directors may be called by or at the request of the president or any two (2) directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

 

  1. NOTICE
    • Notice of any special meeting shall be given at least thirty (30) days previously thereto by written notice delivered personally, or by telegram, or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

  1. QUORUM
    • At any meeting of the directors seven (7) shall constitute a quorum for the transaction of business, but if less then said number present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

  1. MANNER OF ACTING
    • The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

 

  1. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
    • Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

 

  1. REMOVAL OF DIRECTORS
    • Any or all of the directors may be removed for cause by vote of the Voting Members or by action of the board. Directors may be removed without cause only by vote of the Voting Members in accordance with the provisions of Article III of these By-laws.

 

  1. RESIGNATION
    • A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

 

  1. COMPENSATION
    • No compensation shall be paid to directors, as such, for their services but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

  1. PRESUMPTION OF ASSENT
    • A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

 

  1. EXECUTIVE AND OTHER COMMITTEES
    • The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three (3) or more directors. Each such committee shall serve at the pleasure of the board.

ARTICLE IV – OFFICERS

  1. NUMBER
    • The officers of the corporation (each of whom shall also be a director) shall be a president, a vice-president, and a secretary/treasurer, each of whom shall be elected by a majority vote of the Voting Members in accordance with the provisions of Article III, paragraphs 2(a), 2(b), and 2(d) of these By-laws. Such other officers and assistant officers, including but not limited to an Executive Director and/or Executive Secretary, as may be deemed necessary by the directors may be appointed by majority vote of the directors.

 

  1. ELECTION AND TERM OF OFFICE
    • The officers of the corporation shall be elected for a term of two (2) years at the first meeting of members, and then every other two (2) years at the respective annual meeting of the members. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

 

  1. REMOVAL
    • Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudices to the contract rights, if any, of the person so removed.

 

  1. VACANCIES
    • A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

 

  1. PRESIDENT
    • The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meeting of the members and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for membership, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these By-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

 

  1. VICE-PRESIDENT
    • In the absence of the president or in the event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so actin, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him by the President or by the directors.
  1. SECRETARY
    • The secretary shall keep the minutes of the members’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with provisions of these by-laws or as required, by custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the membership list and books of the corporation 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 him by the president of by the directors.

 

  1. TREASURER
    • If required by the director, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He 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, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these By-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.

 

  1. SALARIES
    • No salaries shall be paid to any officer or director, but nothing herein shall prevent the corporation from hiring an Executive Director and/or other employees, who shall be compensated at a rate to be fixed by the directors

ARTICLE V – CONTRACTS, LOANS, CHECKS AND DEPOSITS

  1. CONTRACTS
    • The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

  1. LOANS
    • No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

 

  1. CHECKS, DRAFTS, ETC.
    • All checks drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.

 

  1. DEPOSITS
    • All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks trust companies or other depositories as the directors may select.
    • ARTICLE VI – CERTIFICATES OF MEMBERSHIP
  1. CERTIFICATES
    • Certificates of membership, in such form as may be prescribed by the directors, may be issued to members.

 

    • ARTICLE VII – FISCAL YEAR   The directors shall provide a corporation seal which shall be in circular form and shall have inscribed thereon the name of the corporation, the state of    incorporation, year of incorporation and the words, “Corporate Seal”.ARTICLE IX – WAIVER OF NOTICE. These By-laws may be altered, amended or repealed and new By-laws may be  adopted by a vote of the stockholders representing a majority of all the  membership at any annual members’ meeting or at any special members’ meeting or at any special members’ meeting when the proposed amendment has been set out in the notice of such meeting.2009 Amendments to the FWOA By-laws Members voted in favor of the following changes to the Association By-laws.Article III, Section 5. NOTICE  E-mail} address. If mailed, or emailed {ads e-mailed}, such notice shall be            deemed to be delivered when deposited in the United States mail so addressed,   with postage prepaid, or when sent via the internet {adds internet info}. If notice   be given by telegram such notice shall be deemed delivered when the telegram       is delivered to the telegraph company {strike this sentence}.Add the following:       The Board of Directors is authorized to act on behalf of the members on any and    all Association business that may arise during the course of the year that does         not involve a change in the By-laws of the Federal Wildlife Officers Association,      Inc. A vote shall be taken on all matters that require Board approval with           approval resulting from a simple majority of all registered Board members        present. Decisions establishing or affecting policy or procedures for the    Association shall be identified and noted in the meeting minutes.
    • Article III, Section 8. ACTIONS BY THE BOARD OF DIRECTORS

 

    •             Notice of any special meeting shall be given at least ten (10) {replaces thirty (30)} days previously thereto by written notice delivered personally, or by e-mail          {replaces telegram}, or mailed to each director at his business/e-mail {adds

 

    • ARTICLE X – AMENDMENTS
    •             Unless otherwise provided by law, whenever any notice is required to be given to any member of director of the corporation under the provision of these By-laws or under the provision of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after  the time stated therein shall be deemed equivalent to the giving of such notice.
    • ARTICLE VIII – SEAL
      • The fiscal year of the corporation shall begin on the 1st day of January in each   year.
Powered by WishList Member - Membership Software