Section 1.   The name of the organization shall be Clinch River Chapter, Trout Unlimited, hereinafter referred to as the "Chapter."

Section 2.   The purpose of the Chapter shall be to conserve, protect and restore coldwater fisheries and their watersheds. The Chapter shall operate as a non-profit, non-political and non-sectarian organization. The Chapter shall function exclusively for charitable, educational and scientific purposes.

Section 3.   The Chapter shall be a subsidiary organization under the authority of Trout Unlimited, Inc., a Michigan non-profit corporation, hereinafter referred to as "Trout Unlimited." The Chapter shall carry out the aims and purposes of Trout Unlimited and adopts, by reference hereof, the Articles of incorporation and By-laws of Trout Unlimited. The Chapter acknowledges and agrees that all policies and objectives to be pursued by the Chapter, or by any member or members thereof, will be in accordance with the policies, purposes and objectives of Trout Unlimited.

Section 4.   The Chapter shall not promote or oppose the candidacy of any person seeking election to public office and the chapter shall not participate or intervene in any campaign on behalf of any candidate for public office. No substantial part of the activities of the Chapter shall be in carrying on propaganda or otherwise attempting to influence legislation.

Section 5.   The Chapter shall do whatever is within its ability to promote the purposes set forth in Section 2.

Section 6.   The Chapter shall conduct the activities described as "core chapter functions" in the Trout Unlimited Chapter/Council Handbook as such handbook may be amended from time to time.

Section 1.   Any person who is interested in the activities of Trout Unlimited is eligible for membership in the Chapter. Any member of the Chapter shall be an active member of Trout Unlimited.

Section 2.   Payment of annual dues to Trout Unlimited shall automatically make one a member of the Chapter provided that the individual resides in the Chapter's geographical area. Nothing, however, shall restrict an individual from a different area from becoming a member of the Chapter so long as his/her Trout Unlimited membership shall not have expired or otherwise terminated.

Section 3.   Payment of annual dues to Trout Unlimited is the only requirement for membership in Trout Unlimited and the Chapter. Separate Chapter dues or fees are prohibited. Newsletters must be sent to all members. Members of the Chapter shall enjoy all the rights and privileges of membership in the Chapter.

Section 4.   The By-laws of Trout Unlimited govern the suspension or expulsion of members.

Section 5 - Only members in good standing can vote on chapter business.

Section 1.   The executive officers of this organization shall be: a President, a Vice President, and a Secretary-Treasurer, all of whom shall be members of the Chapter's Board of Directors. The executive officers shall be chosen and elected by the membership at the annual membership meeting.

Section 2.   The President shall preside at all meetings; shall appoint, with the approval of the Board, all committees not otherwise provided for; shall be general executive officer; and shall be an ex-officio member of all Chapter committees.

Section 3.   The Vice President shall serve in the absence or inability of the President to act in the general administration of the Chapter.

Section 4.   The Secretary-Treasurer shall have custody of all funds and property of the Chapter. With the President, he/she may sign and execute, in the name of the Chapter, all contracts, agreements and other obligations of the Chapter, subject to approval of the Board of Directors. He/she shall endorse for collection, on behalf of the Chapter, all checks, notes, drafts and other obligations, and shall deposit same to the credit of the Chapter in such bank or banks as the Directors designate. All checks or warrants for disbursement of Chapter funds shall be signed by the President or by the Secretary-Treasurer. He/she shall regularly enter in the books of the Chapter full and accurate accounts of monies received and paid on account of the Chapter; and whenever required by the Board of Directors, shall render a statement of his/her cash account.

Section 5.   The board may require the Secretary-Treasurer to be bonded.

Section 6.   The Secretary-Treasurer shall at all reasonable times exhibit his/her books, records and accounts to any Director upon application.

Section 7.   The Secretary-Treasurer shall perform generally all the duties appertaining to the offices of Treasurer and Secretary of a Chapter.  He/she shall keep minutes of all meetings of the Board of Directors and the membership; shall keep an accurate and current record of all memberships; shall be custodian of all Chapter records, papers, files and books. Except when necessary for the purpose of meetings, he/she shall not disclose, transfer, sell, barter, or lease to any person the names or addresses of members or the membership list without prior approval of the Board of Directors. He/she shall provide for giving and serving all notices of the Chapter.

Section 8.   The immediate past President shall be a member of the Board of Directors and shall assist the President in administration of the Chapter.

Section 1.  The executive officers shall be elected by membership vote at the Annual Meeting of the chapter for one-year terms and serve until the next election.  Said officers shall be eligible to serve for two (2) consecutive one-year terms.  No member shall hold more than one (1) office at any time.

Section 2.   In the event of a vacancy in any office, the Board of Directors shall appoint an individual to serve until the next election.

Section 3.   A majority vote of members present at the Annual Meeting will be sufficient to elect all officers.

Section 4.   A Nominating Committee shall nominate members for each elected office and shall publish said nominations with the notice of the Annual Meeting. Nominations may also be made from the floor during the Annual Meeting.

Section 1.   The Board of Directors shall consist six (6) members in addition to the officers listed in Article III above. Board members shall be elected to serve a three-year term, and their terms shall be staggered so that no more than one-third of the Directors' terms expire in a given year.

Section 2.   The Board of Directors shall be responsible for general supervision of Chapter affairs.

Section 3.   The Board of Directors shall meet on a regular basis. Special meetings may be called by the President or upon the request of at least four (4) Board members.

Section 4.   Five (5) members of the Board of Directors shall constitute a quorum, and a majority vote of those present is required.

Section 5.   Notice of any special meeting must be given in writing at least seven (7) days in advance.

Section 6.   The Board of Directors may create additional elected offices, or otherwise increase the size of the board.

Section 1.   The following committees shall be designated and have the designated functions:

1. Advocacy and Oversight Committee:  Oversee the Chapter's interest in issues of resource management and legislation and coordinate Chapter advocacy efforts.
   


2. Conservation Activities Committee Oversee Chapter involvement in projects involving the protection, restoration, and enhancement of coldwater fisheries and environmental and educational programs.
   


3. Membership Committee Oversee membership services and promote membership development to build and sustain active membership.
   


4. Program Committee Plan a program for each Chapter meeting and organize and plan other special events.



5. Communications Committee:  Publish a newsletter and provide public relations functions.

Section 1.   The Annual Meeting of the Chapter shall be held as the last meeting of each fiscal year, on a date set by the Board of Directors, for the purpose of electing officers and Directors. At this time, the President shall present an annual report to the members.

Section 2.    Notice of the Annual Meeting must be sent to each member at least fifteen (15) days in advance. Notice must include the time, place and agenda of the annual Meeting including the slate of officers nominated by the Nominating Committee.

Section 3.   The Chapter shall hold monthly or bi-monthly meetings at a date, time and place chosen by the Board of Directors.

Section 4.   Special meetings may be called by the President or Board of Directors and must be called upon the written request of ten percent (10%) or more of the membership.

Section 5.   Notice of the time, date, place and business of all special meetings must be sent to all members at least fifteen (15) days in advance.

Section 6.   At the Annual Meeting or any special meetings, ten percent (10%) of the Chapter's membership shall constitute a quorum. A majority vote of those present is controlling. Proxy voting is permissible.

Section 1.   The Chapter shall submit the Annual Report to the State Council, the Regional Vice President, and the National office. The Annual Report shall consist of  (A) the Financial Report, (B) the Action Plan (the Chapter's goals and objectives for the upcoming fiscal year), and (C) the Activity Report (evaluation of the Chapter's accomplishments against the previous year's Action Plan).  The Chapter/Council Handbook sets forth the reporting form for these reports.

Section 2.  The Annual Report shall be submitted no later than March15 of each year.

Section 3.   Chapter recognition in awards programs conducted by Trout Unlimited shall be contingent upon receipt of the Chapter's Annual Report by the State Council Chairperson and the Regional Vice President.  Awards shall be based on accomplishments documented in annual reports, and nominations shall be based upon the joint recommendation of the State Council Chairperson and the Regional Vice President to the Awards Committee.

Section 4. With due cause, Trout Unlimited's Board of Trustees may authorize exclusion of the Chapter from National programs, withholding of rebates, or revocation of the Chapter's charter.

Section 1.   The Chapter's fiscal year shall be October 1 through September 30.

Section 1.   These By-Laws may be amended at the Chapter's Annual Meeting by a two-thirds majority vote of those present. A quorum is defined as not less than ten percent (10%) of the membership. Proxy voting is permitted on any issue that has been referenced in the annual meeting notice.

Section 1.   Any of these By-Laws that may be in conflict with the Articles of Incorporation, By-Laws or policies of Trout Unlimited will be void.

Section 1.   No part of the income or net earnings of the Chapter shall benefit any member, director or officer of the Chapter or any private individual. Reasonable compensation may be paid for services rendered to or for the Chapter in effecting one or more of its purposes. Reimbursement may also be made for any expenses incurred for or on behalf of the Chapter by any officer, director, agent, or employee, member or any other person or corporation, pursuant to and upon authorization of the Board of Directors.  No member, director, or officer of the Chapter, or any other private individual, shall be entitled to share in the Chapter's funds or property in any dissolution of the chapter or otherwise.

Section 2.   No part of the assets of the Chapter shall benefit or be distributed to any organization whose income or net earnings or any part thereof benefit any private shareholder or any other individual.

Section 3.   Upon dissolution of the Chapter, all of its assets shall be paid over or transferred to the Tennessee State Council or, if none exists, to Trout Unlimited.