Texas B.A.S.S. Federation Nation
By Laws
Revised July 7, 2001

ARTICLE I. PURPOSES

Texas B.A.S.S. Chapter State Federation (hereinafter referred to as the Texas B.A.S.S. Federation 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. Federation 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 of the Texas B.A.S.S. Federation Nation (hereinafter referred to individually as a “Member” and collectively as “Members”), and individual (1) must be a member of the Bass Anglers Sportsman Society of America (hereinafter referred to as “B.A.S.S.”); (2) must be an active member of a Chapter (as hereinafter defined); and (3) must pay all applicable Texas B.A.S.S. Federation Nation dues and fees. A Member may belong up to as many as three B.A.S.S. Chapters and participate in the B.A.S.S. Federation Insurance Program. Members must pay state federation dues under all Chapters and must declare a home/parent Chapter to the national offices. A member may not exceed more than three Chapters within the state or national federation.

Section 2. Chapter. In order to be a Chapter of Texas B.A.S.S. Federation 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. (discussed more fully in Article II, Section 2(a)); (3) must receive approval of its bylaws by B.A.S.S. and the Texas B.A.S.S. Federation 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. Federation Nation prior to and as of January 1, 1991 shall be considered a “Foundation Chapter.” A Foundation Chapter may remain a Chapter by (1) having eighty percent (80%) or more of its Members maintain individual memberships with B.A.S.S.: and (2) having one hundred percent (100%) of its Members participate in the National B.A.S.S. Federation (hereinafter referred to as the “B.A.S.S. Federation”) Insurance Program. 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. Federation 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. Federation Nation by (1) having one hundred percent (100%) of its Members maintain individual memberships with B.A.S.S. and the Texas B.A.S.S. Federation Nation as discussed in Article II, Section 1; and (2) having one hundred percent (100%) of its Members participate in the B.A.S.S. Federation Insurance Program.

Section 3. Non-Discrimination. There shall be no discrimination in membership of or participation in the activities of the Texas B.A.S.S. Federation Nation by reason of race, creed, color, national origin or sex.

ARTICLE III. BOARD OF DIRECTORS

Section 1. General Powers. The Board of Directors shall manage the affairs of the Texas B.A.S.S. Federation 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 may, from time to time, determine.

Section 2. 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) Directors, but may be increased from time to time by an amendment of these Bylaws.

Section 3. Election. Each Region shall hold an election for their State Director. Directors for Southeast, Panhandle, and West Texas Regions shall be elected in the even number years. Directors for the South, Northeast, and North Central Regions shall be elected in the odd numbered years. An election for Director shall take place in the month of December. The elected Director will take office on January 1 of the following year. There shall be no runoff elections; a nominee receiving the highest number of votes shall be the Director. In the event of a 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 State President shall appoint a Director who shall serve the remainder of the un expired term for that Region.

Section 4. Duties. The Board of Directors shall determine in what manner the funds of the Texas B.A.S.S. Federation Nation are spent and ensure that the Texas B.A.S.S. Federation Nation is operating strictly in accordance with its Articles of Incorporation and these Bylaws.

Section 5. Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held during the Texas B.A.S.S. State 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.

Section 6. Special meetings. Special meeting of the board of Directors may be called by or at the request of the State President or any one (1) Director. The person or persons authorized to call special meetings of the Board 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 members wouldn’t be able to otherwise attend.

Section 7. 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 ten (10) calendar days prior to such meeting by written notice. Official notice may be delivered personally or sent by mail, e-mail, facsimile or telegram to each Director at his address as shown by the records of the Texas B.A.S.S. Federation Nation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a properly addressed, sealed and postage paid envelope. If e-mailed or faxed, once received by the addressed directors they are required to respond for verification of the received message. If notice was given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the Telegraph Company.

Any Director may waive notice of any annual, regular or special meetings. The attendance of 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 need be specified in the notice, unless specifically required by law or by these Bylaws.

Section 8. 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 9. 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 considers such action to be in the best interests of the Texas B.A.S.S. Federation Nation. Cause shall be construed to include failure to attend scheduled meetings.

Section 10. No Compensation. Directors shall not receive any salary of compensation for their services as Directors of the Texas B.A.S.S. Federation Nation. However, Directors may be reimbursed for expenses incurred on behalf of the Texas B.A.S.S. Federation Nation where such expenses are evidenced by receipt or other proper documentation.

Section 11. Voting. At all meetings of the Board of Directors, each Regional Director shall have one (1) vote. Proxy votes are prohibited.

Section 12. Informal Action by 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 13. 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 14. Specific Powers and Duties of the Board of Directors. In addition to the general powers enumerated in this Article III, the Board shall have the specific power and duties to:

(a) elect the State President and State Vice President;
(b) approve the appointment of Secretary and Treasurer by the President;
(c) accept, reject or terminate a Chapter;
(d) remove or replace any State Officer 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 Region’s 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 15. 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. Federation 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 16. Election of the State President. The Board of Directors shall elect the State President. The State 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. Federation Nation. The president-elect shall take office on January 1st of the year following the election. The State President shall serve a term of two (2) years.

Section 17. Order of Business of Meetings of the State Board of Directors. The President shall chair all Board of Director meetings with the order of business as follows:

(a) Appoint a State Treasurer and a State Secretary and offer both for the approval of the Board of Directors;
(b) Reading of minutes from the previous Board meetings;
(c) State 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 following year’s State Championship Tournament;
(i) Approval of budgets;
(j) General business;
(k) New business; and
(l) Adjournment.

ARTICLE IV. STATE DIRECTORS

Section 1. Additional Duties of State Directors.
In addition to the duties and responsibilities as a member of the Board of Directors, each Director shall:

(a) Be responsible for the formation of Regional Committees which meet no less than two (2) times each year for the following committees: (a) Membership and Inter-Chapter Relations, (b) Tournament, (c) Environmental Conservation, and (d) Youth Activities. Each Committee shall have at least one representative from each Chapter in the Region;
(b) Be responsible for the growth and development of their Region. The Director shall invite and encourage other clubs to affiliate with B.A.S.S. and the Texas B.A.S.S. Federation Nation.
(c) Be responsible for obtaining and compiling a list of the President, Secretary/Treasurer, Tournament Chairman, Youth Activities Chairman, and Environmental Conservation Chairman from each affiliated Chapter in his Region. The Director must furnish these names along with the Chapter’s mailing address to the State Secretary.
(d) Make available from B.A.S.S. Headquarters to all Chapters in the Region, the following:

(1) Texas B.A.S.S. Federation Nation patches;
(2) Texas B.A.S.S. Federation Nation decals;
(3) Local Junior Bassmaster Chapter Applications for Affiliation; and
(4) Guidelines for Standing Committees.

(e) 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.
(f) In order to for members to qualify in the B.A.S.S. Federation for the divisional tournament the angler must qualify through a draw/observer format. There are two (2) approved formats that are acceptable by B.A.S.S.
1. Full Blind Draw Tournament
2. Competition Trail with A Blind Draw Championship
(g) Under format one (1): The Full Blind Draw Tournament format each respective region sets up their tournament trail, lakes and dates. The Angler of the Year at the end of the trail becomes “Regional Representative” on the twelve-man state team.
(h) Under format two (2): This Competition Trail ending with a Blind Draw Championship format has been designed, proposed and accepted by B.A.S.S. and the Texas State Board of Directors to promote participation throughout the vast geographically challenged regions of the state.
(1) The region sets up their competition tournament trail, championship tournament, lakes and dates.
(2) 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 placing, the first ½ of the qualifiers throughout the competition trail will earn the first right or refusal to go as a boater. The second ½ will qualify for the championship tournament as non-boaters. (i.e. 30 anglers qualify, top 15 qualifiers become boaters, bottom 15 qualifiers become non-boaters.)
(3) Each angler starts out the championship tournament with zero (0) points. There will be no carry over of points into the championship tournament from the competition trail other than for boater and non-boater positioning.
(4) Each region opting for format #2 will conduct 6 qualifying tournaments leading into the championship blind draw tournament.
(5) Both days of the championship tournament will be a blind draw.
(6) In order for an angler to qualify for the championship tournament he or she must fish a minimum of 4 tournaments on the competition tournament trail.
(7) Anglers will be allowed to drop 2 tournaments.
(8) The overall winner of the two-day blind draw championship tournament becomes the “Regional Representative” on the twelve-man state team.

ARTICLE V. THE OFFICERS

Section 1. Eligibility. To be eligible for the office of Texas B.A.S.S. Federation Nation State President an individual must be a Regional Director and must resign that position, simultaneously with his election as State President.

Section 2. Duties of the Officers:

(a) The State President shall conduct the affairs of the Texas B.A.S.S. Federation 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. Federation 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. Federation Nation;
(4) Act as the official representative of the Texas B.A.S.S. Federation Nation; and
(5) Act as the liaison between the Texas B.A.S.S. Federation Nation and B.A.S.S. and any other interest pertaining to the Texas B.A.S.S. Federation Nation.

(b) The State Vice President shall serve only as requested by the President or as directed by the Board for a period of one year. The Vice President shall also serve as the Tournament Director for the State Tournament. In addition, the State Vice President shall:

(1) in the event the State President is unable to perform the duties of the office, the State Vice President for the remainder of the State President’s Term or until the State President is able to perform the duties of the office;
(2) assist the President as directed; and
(3) coordinate tournament planning for all Texas B.A.S.S. Federation Nation Tournaments.

(c) The State Treasurer shall:

(1) Collect and disburse all monies of the Texas B.A.S.S. Federation 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 financial statement in accordance with generally accepted accounting principles and procedures;
(3) Furnish the Board of Directors with a financial statement and a cash flow statement within ten (10) days after the first of each month;
(4) Furnish an annual statement within twenty (20) days of the end of each calendar year;
(5) Remit to B.A.S.S. all monies due for the Texas B.A.S.S. Federation Nation patches and decals only after collecting the amount due from each Chapter of responsible Director; and
(6) 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 State Treasurer believes that discrepancies or excess funds exist, the State Treasurer shall immediately notify the President and Board of Directors in writing of such event.

(d) The State Secretary shall:

(1) Keep a record of the proceedings and minutes of all Board Meetings;
(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;
(4) Report to B.A.S.S. before January 15 of each year the new names and addresses of all Chapter Presidents and Secretaries; and
(5) 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. National Awards Program.

(e) 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. Federation Nation, it’s Board of Directors, offices 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. Federation 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. Federation Nation, a member of the family of such person, or an entity controlled by such person.

B. The Texas B.A.S.S. Federation 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. Federation Nation shall indemnify every director and officer of the Texas B.A.S.S. Federation 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 whole Board of Directors present at any regular meeting, or at any special meeting if at least ten (10) 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. Federation 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. Federation 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 7th day of July in the year Two-Thousand and One.