Below is the consolidated version of your Proposed Amended Bylaws. This document integrates the original 2011 framework with the specific updates we discussed to ensure compliance with New Hampshire RSA 292 and RSA 7:19-a.

Changes are highlighted or noted as [NEW] for your review.
 

 

Proposed Amended Bylaws: 613 Great Bay Chapter of Trout Unlimited

Draft Date: October 21, 2026

(Amending the Bylaws of 12 September 2011)
 

 

Article I. Organization and Purposes

Section 1: The name of the organization shall be 613 Great Bay Chapter of Trout Unlimited.

Section 2: The purpose of the Chapter shall be to conserve, protect and restore cold water 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 is a subsidiary organization of Trout Unlimited, Inc. and is under its authority. The Chapter shall carry out the aims and purposes of Trout Unlimited and all policies, objectives and activities shall be in conformity with the Bylaws and policies of Trout Unlimited.

Section 4: The Chapter shall not finance, promote or oppose the candidacy of any person seeking election to public office.

Section 5: The Chapter shall not carry on any activities not permitted to be conducted by a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code.

Section 6: To comply with New Hampshire corporate registration requirements under RSA 292:2, the Chapter must maintain a physical street address in the State of New Hampshire (a post office box alone is insufficient). The Board of Directors shall designate and maintain both the physical principal address and any separate mailing address as required to conduct chapter business and maintain state compliance. 
 

 

Article II. Membership

Section 1: Payment of annual dues to Trout Unlimited is the only requirement for membership. The Chapter shall not assess additional dues.

Section 2: Any Trout Unlimited member in good standing may elect to become a member of the Chapter.

Section 3: The Bylaws of Trout Unlimited shall govern the suspension or expulsion of members.

Section 4: Membership lists and personal information shall not be transferred, sold, or leased to any person or entity.
 

 

Article III. Membership Meetings

Section 1: The Annual Meeting shall be held in the spring for the purpose of electing Officers and Directors.

Section 2: Notice of the Annual Meeting must be sent to each member at least fifteen (15) days in advance, including the slate of nominees.

Section 3: Regular meetings shall be held at a date and time chosen by the Board.

Section 4: Special meetings may be called by the President or upon written request of ten percent (10%) of the membership.

Section 5: Notice of special meetings must be sent at least seven (7) days in advance.

Section 6: A majority vote of members in good standing present is controlling. In accordance with RSA 292:6-b, voting may be conducted by mail, proxy, or secure electronic communication, at the direction of the Board. 
 

 

Article IV. Board of Directors

Section 1: Composition. The Board of Directors shall consist of a minimum of the executive officers listed in Article V and an additional Director-at-Large. In accordance with NH RSA 292:6-a, the Board shall maintain a minimum of five (5) directors who are not related by blood or marriage.

Section 2:  The Board may also include chapter members who serve in board designated positions or as At-Large members as needed for the functioning of the organization.  The Board will screen and approve all non-officer members of the Board.  

Section 3: Voting - All members of the board will have voting rights on the board while serving in their approved capacities. 

Section 4: The Board of Directors shall be responsible for the general supervision of the Chapter’s affairs.

Section 5: The Board shall meet on a regular basis. Special meetings may be called by the President or four (4) members of the Board.

Section 6: A quorum will be determined by dividing the total of active officers and Board members by two and adding 1.  

Section 7:  All officers and members of the Board are unpaid volunteers.

 

Article V. Officers and Duties

Section 1: The executive officers shall be: President, Vice President, Secretary, and Treasurer. They shall be elected by the membership at the Annual Meeting.

Section 2: President. The President shall preside at all meetings and be the general executive officer.  

Section 3: Vice President. The Vice President shall serve in the absence or inability of the President.

Section 4: Treasurer. The Treasurer shall have custody of all funds and property. The Treasurer shall:

• A. Provide financial reports at each Board meeting and to the membership annually.

• B. Submit the Annual Financial Report (AFR) to Trout Unlimited, Inc.

• C. [NEW] File the annual report and filing fee (Form NHCT-12) with the NH Director of Charitable Trusts per RSA 7:28.

• D. [NEW] Ensure the filing of the NP-1 Quinquennial Report with the NH Secretary of State every five years.

Section 5: Secretary. The Secretary shall keep minutes of all meetings and records of membership. The Secretary will also assist in the preparation of the Chapter Annual Report by compiling the volunteer hours summary portion of the report. The Secretary will also ensure that all required notices to the membership are completed per these by-laws.  Notices may be in writing, transmitted by fax, sent via email or posted to the Chapter website.  To comply with NH RSA 292:2, the Secretary shall be a resident of the State of New Hampshire.

Section 6; Authority to obligate the Chapter.  The President, or the Treasurer, may sign and execute in the name of the Chapter, all contracts, agreements and other obligations of the Chapter, subject to the approval of the Board of Directors. When necessary or proper, he/she shall endorse on behalf of the Chapter for collection, all checks, notes, drafts and other obligations and shall deposit the same to the credit of the Chapter in such bank or banks as the Directors may designate.  
 

 

Article VI. Election, Term, Vacancy, Termination

Section 1: Terms. Officers are elected for two-year terms. President and Secretary are elected in odd years; Vice President and Treasurer in even years.

Section 2: Term Limits. [NEW] No officer shall serve more than three (3) consecutive full terms in the same office.

Section 3: Nominations. A Nominating Committee of Board members shall screen and nominate members for elected offices; nominations may also be made from the floor at the discretion of the Board.

Section 4: Vacancy. The Board shall appoint an individual to fill any elected officer vacancy until the next election.

Section 5: Termination. [NEW] An officer or director may be removed for just cause by a two-thirds (2/3) vote of the entire Board of Directors, provided the individual is given 14 days' notice and the right to be heard.
 

 

Article VII. Conflict of Interest and Pecuniary Benefit

[NEW ARTICLE - Required by RSA 7:19-a]

Section 1: The Chapter shall adhere to NH RSA 7:19-a. No officer or director shall use their position for personal or financial gain.

Section 2: Any "Pecuniary Benefit Transaction" (a transaction where an officer/director has a financial interest) must be approved by a two-thirds (2/3) majority of the disinterested directors.

Section 3: The Chapter is prohibited from lending money or property to any Director or Officer.

Section 4: Transactions exceeding $5,000 require public notice in a local newspaper; transactions exceeding $10,000 require prior written notice to the NH Director of Charitable Trusts.

Section 5: Pursuant to New Hampshire RSA 292:2, V-a, the personal liability of a director or officer to the corporation or its members for monetary damages for breach of fiduciary duty is eliminated, except for liability resulting from acts or omissions not in good faith, intentional misconduct, or a knowing violation of law. 
 

 

Article VIII. Committees

Section 1: The President may establish standing committees with Board approval.

Section 2: Committee Chairs shall report to the Board or a designated Officer.
 

 

Article IX. Fiscal Year

Section 1: The Chapter’s fiscal year shall be the same as that of Trout Unlimited.
 

 

Article X. Assets and Dissolution

Section 1: No part of the assets shall inure to the benefit of any individual, except for reasonable reimbursement for personal funds expended on behalf of Board approved events/items.  

Section 2: All expenditures shall be consistent with the mission of Trout Unlimited.

Section 3: Dissolution assets shall revert to the State Council or Trout Unlimited, Inc.
 

 

Article XI. Amendment of Bylaws

Section 1: Bylaws may be amended at any meeting by a two-thirds (2/3) vote of those present, provided at least two weeks' notice of the proposed amendment was given.

Section 2:  See Article III for notice requirements.
 

 

Article XII. Perpetuity

Section 1: The Chapter shall exist in perpetuity or until dissolved or de-chartered.