Bylaws

BY-LAWS OF

KENAI AREA FISHERMAN’S COALITION

ARTICLE 1

GOVERNING LAWS

Section 1. These by-laws are adopted by the Kenai Area Fisherman’s Coalition (KFAC) for the regulation and management of its affairs.

Section 2. General Purpose. The KAFC is a group dedicated to providing a voice for private fish resource users. We advocate for science based fisheries management, sustained resource stability, and allocations between user groups which benefits all Alaskans.

ARTICLE 2

MEMBERSHIP

The KAFC has two membership categories – General membership and the Board of Directors. The voting power of the organization is vested in the Board of Directors.

ARTICLE 3

DIRECTORS

Section 1. The Board of Directors is that group of persons vested with the management of the affairs of this organization.

Section 2. Qualifications. The qualifications of becoming and remaining a director of this organization is as follows:

1. Directors must be over 18 years old.

2. Employees of the organization may not serve as board members while so employed or within one year after termination of employment. Spouses, children, parents or siblings of employees of the organization may not serve as board members.

Section 3 Number of Directors. The number of directors of this organization shall be no less than three (3) and no more than thirty (30).

Section 4. Term of Office. The directors shall be elected for a term of three (3) years, and serve until a successor is qualified and elected. A board member may be removed from office by a majority vote of the board of directors if they have three (3) unexcused absences in a year.

Section 5. Election of Directors. Board members shall be elected by the current governing board at the annual meeting each year.. A board candidate must be nominated by a board member. A majority vote is required to elect a board candidate. No more than two candidates can be nominated for a board position to be filled.

Section 6. Vacancy. Any vacancy occurring on the board of directors, and any directorship to be filled by reason of the increase of the number of directors, shall be filled by election by the board of directors at a regular or special meeting.

Section 7. Meeting of Directors. Meetings of the board of directors, regular or special, shall be held at the place or places designated by the board. Regular meetings of the board of directors shall be held monthly at the date and time designated by the board. The board may decline to meet each and every month and shall meet at least quarterly.

A special meeting of the board of directors may be called by the chairman or three (3) members of the board of directors. Notice of the special meeting will be made available to the board of directors at least one day prior to the meeting. A director who attends may also waive notice in writing.

Section 8. Board Quorum and Action. A majority of the properly elected directors entitled to vote shall constitute a quorum for the conduct of all business. Board members may attend by giving a duly executed written proxy to another board member to vote on their behalf on specific issues. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by state or federal law or provision of these by-laws. The board shall establish rules to govern the conduct of board meetings. The board acts by motion or resolution.

Section 9. Board Conflict of Interest. No officer or board member may take or receive, or offer to take or receive, either directly or indirectly, any money or other thing of value as a gift or means of influence in their vote or action in their official character. No spouse, child, parent or sibling of a board member shall be employed by the organization.

ARTICLE 4

OFFICERS

Section 1. The officers of this organization shall consist of a chairman, vice-chairman, and secretary/treasurer.

Section 2. Election of Officers. Each of the officers of this organization shall be elected and appointed for the term of one year by the board of directors. Each officer shall remain in office until a successor has been qualified and elected. The election of officers shall be held in October.

Section 3. Chairman. The chairman shall subject to the control of the board of directors, supervise and control the affairs of the board of the organization. The chairman shall perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be assigned from time to time by the board of directors.

Section 4. Vice – Chairman. The vice-chairman shall perform the duties of the chairman in the absence of the chairman, or in the event of a vacancy in the office of the chairman. The vice-chairman shall perform all duties incident to such office and such other duties as may be provided in these bylaws or as may be assigned from time to time by the board of directors.

Section 5. Secretary/Treasures. The secretary/treasure is responsible for all funds of the organization and shall ensure that such funds are deposited as required by the board of directors, shall ensure that adequate and correct accounts of the organizations properties and business transactions are kept, shall render reports and accounting to the directors as required by the board of directors, and shall perform general all duties incident to office of treasurer and such other duties as may be required by law or these bylaws or which may be assigned from time to time by the board of directors.

The secretary treasure shall ensure that minutes are kept of all meetings of the board of directors, shall be the custodian of the organizational records, shall ensure that all notices are given as required by law or by these bylaws, and generally shall perform all duties incident to the office of secretary.

Section 6. Removal from office. Any officer elected or appointed to office may be removed by the board of directors, whenever in its judgment, the best interest of this organization will be served. However, such removal shall be without prejudice to any contract rights of the officer so removed. Removal from such office does not constitute removal from the board.

ARTICLE 5

COMMITTEES

Section 1. Committees. Board committees may be established as appropriate, by these bylaws or by resolution of the board or by the chairman.

Section 2. Committee System. If the board establishes committees, the board may utilize a committee system, meaning that matters to be considered by the board for action may first be referred to an appropriate committee, by the chairman, for consideration and recommendation. However, the majority of the board members present at a meeting may elect to consider and act upon any business without committee referral or may remove any matter from a committee and consider and act upon such matter. Matters may be assigned to the appropriate committee by the chairman, or the presiding officer at the meeting.

Section 3. Committee Duties. Board committees may make reports to the board of directors and advise the board of directors, or perform any other duty assigned by the board of directors. Notice of committee meetings will be made available to the board of directors.

Section 4. Appointment to Committees. Committee members, including the committee chairperson, shall be appointed by the chairman. The chairman shall be an ex officio member of all committees. Members of the committees can be from the general membership as well as the board of directors. However, the chairman of the committee shall be a board of director.

ARTICLE 6

GENERAL MATTERS

Section 1. Nondiscrimination. The organization, and its officers, directors, employees and agents shall not discriminate against any person because of race, sex, age, color, national or ethnic origin, handicap, or family status.

Section 2. Fiscal Year. The fiscal year of this organization shall be January 1 to December 31.

Section 3. Signature Authority. Except as otherwise provided by law, checks, drafts, promissory notes, orders for payment of money, and other evidences of indebtedness of this organization shall be signed by the chairman of the board or his / her designee. In the event the chairman an appointed designee is not available to sign , then the signature shall be by an alternate board member appointed by the board. However, this shall not prevent the board of directors from establishing a petty cash fund or other funds to be managed as directed by the board.

Contracts, leases, or other such instruments executed in the name of and on behalf of the organization shall be signed by the chairman or his / her designee, and shall have attached copies of the resolutions of the board of directors, certified by the secretary, authorizing their execution.

Section 4. Records. The organization shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its board of directors and individual committees. The organization shall keep a record giving the names and addresses of its board of director’s members.

Section 5. Access to Records. All books and records of this organization may be inspected by any director, their agent or attorney, for any proper purpose at any reasonable time.

Section 6. Loans. The organization shall make no loans to any of its directors, officers, management or personnel employed by the organization.

Section 7. Code of Ethics Policy. The board may establish a code of ethics to govern actions of board members, officers, and employees of the organization. Violation of a provision of the written board approved code of ethics shall be grounds for dismissal from office or employment.

Section 8. Confidentiality. Recognizing that confidential matters may from time to time come before the board, all board members, officers, and employees of the organization are subject to the provisions of the Alaska laws and board policy governing confidentiality. A violation of the provisions of such laws or policies shall be grounds for dismissal from office or employment.

Section 9. Funding Sources. The organization may be funded by individual donations, contributions and grants. In addition, corporate/business sponsorship will only be accepted with the approval of the board of directors and the sponsorship must align with the organizational goals and philosophy.

Section 10. Dissolution. If for any reason KAFC is to be dissolved any remaining assets shall be donated to other conservation or fisheries non-prophet organizations as assigned by the existing Board of Directors.

ARTICLE 7

AMENDMENTS

The power to alter, amend or repeal these bylaws, or to adopt new bylaws, is vested in the board of directors. Any such amendment may be made at any regular meeting of the board and shall become effective at the conclusion of the meeting at which made, or at a later time so specified, provided that the proposed amendment is presented to the board at a meeting prior to the meeting at which a vote on the amendment is sought and the amendment is approved by two thirds (2/3) of the board members serving at the time the amendment is voted on.

ADOPTED BY THE BOARD OF DIRECTORS BY RESOLUTION AND VOTE OF 15__ FOR AND __0__ AGAINST ON THE _9th____ DAY OF __Jan._ 2008___AT

-_Kenai_____ , ALASKA

Protecting Your Fishing Rights & Resources