As amended October 18, 2016 (new version adopted April 4, 2019)
ARTICLE I
Name and Contact Information
The name of this organization shall be the Southeastern Association of Fish and Wildlife Agencies (Association). Contact information may be found at SEAFWA.org.
ARTICLE II
Objectives
The objectives of the Association are:
- To protect the right of jurisdiction of the southeastern states over their wildlife resources on public and private lands.
- To scrutinize carefully state and federal wildlife legislation and regulations and to offer support or opposition to legislative proposals or federal regulations in accordance with the best interests of the southeastern states.
- To consult with and make recommendations to the federal wildlife and public land agencies in order that federal management programs and programs involving federal aid to southeastern states shall be so conducted as to be in the best interests of the southeastern states.
- To serve as a clearinghouse for the exchange of ideas concerning wildlife and fisheries management, research techniques, wildlife law enforcement, hunting and outdoor safety, and information and education.
- To sponsor cooperative fish and wildlife programs among member states and other entities to address issues of mutual interest and to benefit fish and wildlife resources.
ARTICLE III
Membership, voting, and dues
Section 1. Departmental Membership
A. The Association’s membership shall consist of the fish and wildlife departments, or their equivalents (who shall be deemed “department” herein), of the States of Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, and West Virginia; and the U.S. Territories of Puerto Rico and the U.S. Virgin Islands.
B. Membership’s Geographic Region - The Association’s geographic region shall be considered the territory within the political boundaries of its combined member States and U.S. Territories.
Section 2. Honorary Membership
By unanimous vote, the Board of Directors may bestow honorary membership upon any individual or organization deemed to have provided outstanding or exemplary service to the accomplishment of the objectives of the Association or to the management and conservation of fish and wildlife resources in the Association’s geographic region. Such membership shall be for the life of the individual or organization unless amended.
Section 3. Termination of Membership
Membership is terminated when a member department provides written notification of resignation to the Association’s President. Unless otherwise specified in the written notification, the termination shall be effective immediately upon the President’s receipt of the notification. Membership may also be terminated in accordance with Article XV.
Section 4. Voting
Each member department is entitled to one (1) vote on matters brought before the Association or a committee of the Association. Honorary members are not entitled to vote, make motions, or enter into debate. Member departments may authorize a proxy vote or proxy representative by providing notice in writing to the Secretary-Treasurer in advance of any meeting or vote.
A Delegate is eligible to substitute for and only when a Chief Administrative Officer of a member organization (aka a Director of the Association’s Board) notifies the Association’s Secretary-Treasurer either in person or in writing prior to commencement of a business meeting. The minutes or notes of the meeting(s) in which a Delegate participates shall identify the individual by title (Delegate), name, and organization.
Section 5. Annual Dues
A. The Board of Directors shall establish by Resolution the amount of each member’s annual membership dues.
B. The President or his/her designee shall notify the members in January of each year of the amount of their annual dues.
C. Unless otherwise authorized by the Board, dues are payable on or before July 1 of each year.
D. A member that fails to pay their dues by July 1, shall be considered delinquent and given 30-days' notice to either pay their dues or become ineligible to vote on Association business until their dues are remitted in full.
ARTICLE IV
Officers
Section 1. Officers and Their Duties
The Officers of the Association shall be a President, a Vice-President, a Secretary-Treasurer, two at-large members and any other offices as may be established by two-thirds (2/3rds) vote of the entire Board. These Officers shall perform the duties prescribed in these Bylaws, the parliamentary authority adopted by the Board, the position descriptions approved by the Board, and such other temporary duties the Board may assign.
Section 2. Nominations
A committee established by the Board shall provide at least one nominee for each office. Nominations also may be made from the floor.
Section 3. Election of Officers
The Officers shall be elected by a majority vote of all the Directors present at the regular or the special meeting where elections are held.
Section 4. Ballot Election and Term of Office
A ballot vote shall be required when there is more than one nominee for an office. The Officer's terms shall be one (1) year or until their successors are elected.
Section 5. Office-Holding Limitations
A. No Officer shall hold more than one (1) office at a time.
B. No Officer may serve no more than two consecutive terms in the same office.
C. Any Officer who serves more than one-half (1/2) of a term shall be considered to have served a full term in that office.
Section 6. Filling Vacancies
An Officer’s position that becomes vacant after the annual elections may be filled by a majority vote at any Board meeting with advanced notice of nominees from the committee making recommendations and any nominations made from the floor during the meeting.
ARTICLE V
Meetings
Section 1. Regular Meetings
The Board shall establish by Resolution the date, place, agenda, and guidelines for the Association’s regular meetings. Meetings in the fall and the spring are desirable and may be held as conditions permit.
Section 2. Call and Notice of Special Meetings
A. Special meetings shall be held with the approval of two-thirds (2/3rds) of the Directors.
B. Notice of a special meeting of the Board shall contain the time, date, and specific purpose(s) of the meeting and be given to each Director at least two (2) days in advance by verbal or written notice by e-mail, phone call, text message, voice-mail, or courier service.
C. Only the business identified in the notice as the purpose(s) for calling the special meeting may be conducted.
Section 3. Waiver and Written Consent
A. A Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
B. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if all Directors agree to take the action. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last Director signs the consent unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 4. Quorum
A majority of the entire Board shall constitute a quorum.
Section 5. Electronic Meetings Authorized
A. Electronic meetings (e-meetings) are defined as telephone, video-conference, e-mail, listserv, or other means of communication whereby one or more Directors participate(s) remotely in an officially called meeting of the Board or a committee.
B. E-meetings may be used for either regular or special meetings of the Board or a committee.
C. All Directors must be properly notified and have access to devices that permit them to fully participate in meeting transactions throughout the entire time of the meeting. However, a member may decline to participate in any or all e-meetings by notifying the convening authority in writing.
D. Specific guidelines and special rules for each type of meeting (telephone, video-conference, etc.) shall be contained in the Association’s Special Rules of Order.
ARTICLE VI
Board of Directors
Section 1. Composition and Eligibility
The Chief Administrative Officers of the member departments shall be the Directors who constitute the Association’s Board of Directors.
Section 2. Duties and Powers
The Board of Directors shall have full power and authority over the affairs of the Association.
ARTICLE VII
Committees
Section 1. Standing Committees
A. Standing committees include the Executive Committee and such other committees that may be formed by Resolution of the Board as deemed necessary to carry out the work of the Association, and they shall serve until discharged by the Board. The standing committees may elect their own officer(s), unless the appointing authority designates the officer(s).
B. The Executive Committee shall be composed of six (6) members of the Association: the President, Vice President, Secretary-Treasurer, immediate past President, and two other Board members to be appointed by the Board with specific consideration for geographical balance.
Duties and Powers.
- The Executive Committee is authorized to act on behalf of the Board when business matters: (1) of an urgent nature are pending and the timely assembly of a quorum of the Board is not possible; (2) of a routine business nature are pending, such as disbursements for necessary expenses or allocating funds for special work, provided such amount shall not exceed the budget allowance for such work as previously approved by the Board; (3) are a position on a general policy matter, or (4) have been referred to them by the Board.
- The Executive Committee may refer matters brought before it to the proper standing committee or to a special committee, which it may designate, or to the Board.
- The Executive Committee shall have five (5) days to report in writing to the Board all actions taken or proposed on non-routine, urgent matters.
Section 2. Non-Standing Committees
Either the President or the Board may form Technical, Project, Joint Committees, and/or Special Committees of limited duration, as deemed necessary to carry out the work of the Association.
Section 3. President’s Ex-Officio Membership
The President shall be an ex-officio, voting member of all committees; however, the President’s absence shall not be considered when establishing a meeting quorum, but the President’s presence shall be considered when establishing a meeting quorum.
Section 4. Committee Structure and Guidelines
Committees shall function in accordance with the most recent Board-approved SEAFWA Committee Structure and Guidelines.
ARTICLE VIII
Records Retrieval System
The Association shall keep in a permanent retrieval system, correct and complete financial records, minutes of the proceedings of its members, Board, and Executive Committee; the Charter, Bylaws, standing and special rules; and policy and procedures; and, shall keep a record of the names and addresses of the members entitled to vote. All records in the system may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE IX
Calendar Year
The Association shall utilize a calendar year beginning on the first day of January in each year and ending on the last day of December in the next year.
ARTICLE X
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order or other exceptions the Board may adopt.
ARTICLE XI
Dissolution
Should the dissolution of the Federation become necessary, all assets shall be liquidated, and the monies received from such liquidation shall be used first to pay all outstanding debts and other liabilities. Unless preempted by law, the Board existing at the time of dissolution shall, as its last official act, elect a committee to disburse the remainder of the monies to organizations actively pursuing the purposes of the Federation prior to its dissolution. The committee will cease to function after completing the disbursements.
ARTICLE XII
Indemnification and Insurance
Section 1. Indemnification
To the extent permitted by Missouri law, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any proceedings, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fine and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.
Section 2. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Section 7.
Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of the executive committee or members, or otherwise.
ARTICLE XIII
Director’s Limited Immunity
To the extent permitted by Missouri law, a member of the Board of Directors shall not be personally liability to the corporation or its members for monetary damages for breach of fiduciary duty as a Director, provided that the Director has not: (1) breached his/her duty of loyalty to the Association or its members; (2) performed acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; or (3) derived an improper personal benefit.
ARTICLE XIV
Amendments to Governance Documents
Section 1. Amendment
The Articles of Incorporation and the By-laws of the Association may be amended at any regular meeting by two-thirds (2/3rds) vote of the Board; provided, however, that proposed amendments shall be submitted to the Secretary-Treasurer in writing at least sixty (60) days prior to the date of the meeting at which the proposed amendment is to be considered.
The Association’s Special Rules of Order may be amended at any meeting either by a two-thirds (2/3rds) majority with at least sixty (60) days prior notice as stipulated above, or by a majority of the entire membership.
Section 2. Notice
Upon receipt, in writing, of a proposed amendment, the Secretary-Treasurer shall mail a copy of said proposal to each member department at least forty-five (45) days prior to the date of the meeting at which the amendment is to be considered.
Section 3. Corrections to the Bylaws
Minor corrections of spelling, punctuation, general administrative provisions, and grammar may be made without amending the Bylaws, provided that such corrections do not alter the meaning of the Bylaws in any way. The date such corrections are made shall be entered into the list of Bylaws revisions.
ARTICLE XV
Revocation of Membership
If for any reason the Association would consider removing a member department, a fair and reasonable procedure shall be invoked pursuant to Missouri statute 355.211 and Chapter XX, RONR.
In determining whether the procedure is fair and reasonable, all of the relevant facts and circumstances shall be taken into consideration. The procedure shall include the following:
(a) Not less than fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefore; and
(b) An opportunity for the member department to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place.
Any written notice given by mail must be given by first-class or certified mail sent to the last address of the member shown on the corporation's records.
Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.
As amended October 18, 2016 (new version adopted April 4, 2019)