UTAH COUNCIL OF TROUT UNLIMITED BYLAWS

PREAMBLE A strong state council of Trout Unlimited (TU) chapters will give TU a presence, the
voice of which is strong enough to get the attention of the anglers and citizens of the State of Utah and the area
near Baker, in northeastern Nevada. Such a council can affect opinions and legislation on matters concerning fish
and fishing in the States of Utah and Nevada.

ARTICLE I

THE ORGANIZATION AND PURPOSES

Section 1: The name of the organization is the Utah Council of Trout Unlimited, (hereinafter referred to
as “Council”, or as “UTU”). The Council shall operate as a non-profit, non-political and non-sectarian organization.
The Council shall function exclusively for charitable, educational and scientific purposes. The Council is made up of
members from the various Trout Unlimited Chapters within the State of Utah and northeastern Nevada, in accordance
with the roster maintained by the National Office of Trout Unlimited.

Section 2: The goal of the Council is to provide leadership in the conservation, protection and
enhancement of the cold-water fisheries and their watersheds in Utah and surrounding region.

Section 3: The Council shall be an affiliated subsidiary organization operating under the authority of
Trout Unlimited, a Michigan non-profit corporation hereinafter referred to as Trout Unlimited. The Council shall carry
on the aims and purposes of Trout Unlimited. The Council adopts, by reference the Articles of Incorporation and Bylaws
of Trout Unlimited, and further acknowledges that all policies and objectives to be pursued by the Council and any
actions taken by the Council or any chapter thereof, or by any member or members thereof, shall be in accordance
with policies and objectives of Trout Unlimited. All chapters of the Council shall conform to the policies and Bylaws
of the Council and Trout Unlimited.

Section 4: The Council shall neither promote nor oppose the candidacy of any person seeking election
to public office. The Council shall not conduct or carry on any activity not permitted to be conducted or carried on
by an organization which is tax-exempt under the provisions of section 501(c)(3) of the Internal Revenue Code, as
amended from time to time.

Section 5: The purpose of the Council shall be to increase the effectiveness of Trout Unlimited in the
state and to foster sound trout management in the state and region by the following means, which are listed by way
of example and not by way of limitation:

  1. Establishing liaison among member chapters, assisting the chapters in solving problems ranging from membership
    recruitment to fund raising.
  2. Coordinating projects and programs of member chapters.
  3. Interpreting and providing guidance to chapters in carrying out the policies and objectives of Trout Unlimited.
  4. Building state and/or regional Trout Unlimited membership and establishing new chapters.
  5. Providing another vehicle for communication between chapters and the national organization via members elected
    from the Council to the National Boards of Trout Unlimited from members residing in the state.
  6. Serving as a line of communication with government agencies and speaking as a unified voice for Trout Unlimited
    on state and regional fisheries management matters.
  7. Raising funds by solicitation and conducting fund raising activities provided, however, that all funds so
    raised shall be used exclusively for the purpose of the Council as set forth in these Bylaws.
  8. Provide review and give comment to chapter fisheries management programs or projects in the Council area.
  9. Arbitrate any conflict of policy within the Council area.
  10. Develop youth education programs.
  11. Annually review the effectiveness of the Chapters within the Council and assist in the rechartering of Chapters on
    an as-needed basis.

Section 6: The Council will do whatever is within its ability to foster sound trout and salmon
management in the state and region. By way of illustration and not by limitation, the Council will be concerned with
such matters as:

  1. Trout and salmon water as a resource and especially with the preservation and enhancement of the quality and
    quantity of such water.
  2. The adequate inventory of trout and salmon water as a resource and its classification in a manner conducive to
    the development of effective biological and sociological management programs.
  3. Fostering the concept of wild trout fishing as a sport and a heritage including the conservation of native
    trout and cold-water aquatic species, so that all will be protected for future generations.
  4. Promoting the concept of quality trout and salmon fishing and encouraging the adoption of fishing regulations
    that will provide for such fishing.

ARTICLE II

COUNCIL MEETINGS

Section 1: The votes at all regular and special meetings of the Council shall be by delegate vote.

  1. The elected officers of the Council may each cast one delegate vote.
  2. Each Chapter President shall be allowed one delegate vote, and each Chapter shall be allowed one additional
    delegate vote, cast by a member designated by each chapter.

Section 2: Meeting schedule.

  1. The Annual Council meeting shall be held during the first quarter of each calendar year at a location and time
    designated by the Executive Committee. The delegates shall elect officers of the Council for the subsequent
    calendar year at this meeting.
  2. The Council shall hold quarterly meetings each year for the purpose of reviewing the actions of the Executive
    Committee and considering any other items deemed necessary by the delegates. The location of these meetings shall
    be set by the Executive Committee, with the site of the meetings to be rotated throughout the State in the
    “home-town” of the various Chapters. The meeting date and site shall be selected at the preceding meeting.

Section 3: Special meetings of the Council may be called by the Chair, the Executive Committee, or a
majority of chapter Presidents.

Section 4: A quorum for Council meetings shall be a majority of the elected and designated delegates
present so long as at least 50% of the then current active chapters are represented.

Section 5: All elected and designated delegates to Council meetings shall be members in good standing
of Trout Unlimited. All chapters in the state shall be auxiliaries of the Council.

Section 6: All Council meetings shall be preceded by at least seven (7) days advance notice to the
chapters and Executive Committee.

Section 7: All meetings shall be conducted in accordance with Robert’s Rules of Order. The Chair shall
appoint or act as the Parliamentarian at all meetings.

ARTICLE III

OFFICERS

Section 1: The officers of the Council are elected to provide leadership and the orderly conduct of the
Council’s business. It is the duty of the officers to act in the best interests of the Council at all times. No officer
shall unilaterally act or bind the Council in any action without the consent of a majority of the Executive Committee.
The Council officers may include:

  1. The Council Chair.
  2. The First Vice Chair for Operations.
  3. The Second Vice Chair for Conservation.
  4. The Secretary.
  5. The Treasurer.
  6. The (immediate) Past Chair, a successive position to Chair, is not elected.
  7. National Leadership Council Representative.
  8. Women’s Initiative Coordinator.
  9. Youth Education Coordinator.

Section 2: Terms of office.

  1. The Chair’s term of office shall be three years. The term of the NLC Representative shall be one year. The terms
    of office of all other Officers shall be two years.
  2. Officers may serve for multiple terms, except that the Chair may not serve more than two consecutive terms. As
    provided in the Bylaws of Trout Unlimited, the NLC Representative shall serve a maximum of five consecutive
    one-year terms.
  3. All officers shall be eligible for re-election.
  4. The Chair shall fill any vacancies that may occur in offices of the Council subject to approval by the Executive
    Committee, with final approval at the next Council meeting.
  5. Any officer may be removed at any regular or special Council meeting by two-thirds vote of the delegates in
    attendance (subject to the presence of a quorum).
  6. Any officer who shall be absent for two consecutive meetings shall be automatically removed from office unless
    any such absence is excused by the Chair.

Section 3: The Executive Committee shall be responsible for adjudicating any appeals or conflicts within
the Council and its Chapters. In the event that Council members are the subjects of appeals, an ad hoc committee shall
be appointed by the Executive Committee less the member with the conflict of interest to adjudicate the appeal.

ARTICLE IV

OFFICERS DUTIES

Section 1: The Council Chair.

  1. The Council Chair shall be the chief executive officer and preside over all meetings of the Council.
  2. The Chair shall be responsible for the management and business of the Council. The Chair shall supervise and
    direct all other officers and staff and shall see that their duties are properly performed.
  3. The Chair shall chair all Executive Committee meetings and shall also be a voting member of all committees.
  4. The Chair shall appoint all Committee Chairs, with the approval of the Executive Committee.

Section 2: Vice Chairs.

  1. The First Vice Chair for Operations shall assist the Chair in the general administration of the Council and
    shall perform such duties as the Chair may direct. Should the Chair be unable to perform, resigns or dies, the First
    Vice Chair shall serve as Acting Chair until an election is held at the next Council Meeting.
  2. The Second Vice Chair for Conservation shall lead the Council’s activities described in Article I, above, and shall
    perform such duties as the Chair may direct.

Section 3: Secretary.

  1. The Secretary shall record and preserve the minutes and other records of all meetings, decisions, and activities
    of the Council and Executive Committee meetings and furnish copies to all chapters and Council Officers within 30
    days of those meetings.
  2. The Secretary shall attend to the giving and serving of all official notices of the Council, affix the seal to all
    documents to which it should be attached, and attest the same when necessary.
  3. The Secretary shall keep an up-to-date copy of the Council Bylaws and upload the Bylaws to the Leaders Only
    section on the TU Website.
  4. The Secretary shall maintain an accurate membership tally.
  5. The Secretary shall hand all records and minutes over to his or her successor within 10 days after the election.

Section 4: Treasurer.

  1. The Treasurer shall have custody of all funds and property of the Council. With the Chair, the Treasurer may
    sign and execute, in the name of the Council, all contracts, agreements, and other obligations of the Council,
    subject to the approval of the Executive Committee.
  2. When necessary or proper, the Treasurer shall endorse on behalf of the Council for collection, all checks,
    notes, drafts and electronic credits and transfers and shall deposit same and all other revenues to the credit of
    the Council in such bank or banks as the Executive Committee shall designate. The Treasurer shall pay all lawful
    debts including expense reimbursements. The Treasurer shall establish a Debit Card against the Council Account
    and shall use that Debit Card for purchase of miscellaneous items such as office expenses, council meal expenses
    and other reasonable expenses.
  3. The Treasurer shall also keep full and accurate accounts of monies received and paid on account of the Council,
    give a financial report at each meeting of the Council and the Executive Committee, and whenever required by the
    Executive Committee the Treasurer shall also render a statement of the Council’s accounts and report to the
    Council.
  4. The Treasurer shall create and maintain appropriate records of financial activities of the Council, and shall,
    upon request, at all reasonable times, permit access to the Council’s books, records and accounts by any Council
    officer, council representative or designated representative of Trout Unlimited.
  5. The Treasurer shall make an annual report at the Annual Meeting on the financial activities of the Council.
  6. The Treasurer shall submit a complete Annual Financial Report (AFR) for the Council to Trout Unlimited prior to
    the deadline set by Trout Unlimited. The AFR will be in compliance with the policies and requirements of Trout
    Unlimited and will contain a complete and accurate accounting of all revenues, expenses, volunteer hours by
    members of the Council and any additional items prescribed within the AFR form.
  7. The Treasurer will also make all necessary filings when due with the Internal Revenue Service and state and
    local authorities.

Section 5: Past Council Chair. In addition to duties as Chairman of the Long-Range Planning, Bylaws,
and Advisory Committee, the Past Council Chair shall also provide counsel to the Chair and be a member of the
Council.

Section 6: National Leadership Council (NLC) Representative.

  1. The NLC Representative shall be elected by the Council at a regularly scheduled meeting of the Council from
    nominations made by the Nominating Committee or any delegate.
  2. The duties and term of office of the NLC Representative shall be as provided in the Bylaws of Trout Unlimited.
  3. The Council Secretary shall promptly notify Trout Unlimited of the name, address, email address, and telephone
    number of the newly elected NLC Representative.

Section 7: Women’s Initiative (WI) Coordinator.

  1. The Council WI Coordinator’s focus and duties shall be as provided in the Trout Unlimited’s Volunteer Leadership
    Manual.

Section 8: Youth Education Coordinator.

  1. A. The Council Youth Education Coordinator’s focus and duties shall be as provided in the Trout Unlimited’s
    Volunteer Leadership Manual.

ARTICLE V

COMMITTEES

The Council may have the following committees that shall conduct their duties by majority vote, with the Executive
Committee designated to settle any matter in need of resolution. The Council Chair shall be designated a voting member
of all Council Committees. A majority of Committee members shall constitute a quorum for the conduct of Committee
business.

Section 1: The Executive Committee shall be the elected officers of the Council and the Chapter
Presidents.

  1. The Executive Committee shall conduct the business and affairs of the Council between Council meetings and
    report its actions at all regular and special meetings. The Council Chair shall preside at all meetings.
  2. The Executive Committee shall meet a minimum of 4 times per year, time and place to be determined by the
    Executive Committee. Other meetings may occur at the discretion of the Chair or by a call of one-third of the
    Executive Committee members, provided a minimum of 48 hours’ notice is given to all Executive Committee members.
    A quorum shall be a majority of those present provided that there are at least 5 members present.
  3. The Executive Committee shall prepare and recommend a budget for the Council for the subsequent fiscal year
    with the budget to be approved by the delegates at the Annual Meeting.

Section 2: The Council Nominating Committee. The Nominating Committee shall consist of the Chair,
Past Chair, Vice Chairs, and Membership Committee Chairman. Nominations for Council offices shall also be accepted
from the floor at the Annual Meeting.

Section 3: The Council Awards Committee. The Council Awards Committee shall be appointed by the Chair
with the approval of the Executive Committee. The Awards Committee shall select members for recognition of their
contributions to Trout Unlimited, the Council, and the Chapters at the Annual Meeting. The Council Awards Committee
shall develop and annually review a Council awards program.

Section 4: The Budget and Finance Committee. The Treasurer shall be the Chair of this committee, with
other members selected by the Council Chair with the approval of the Executive Committee. It is the responsibility of
this committee to review and analyze the programs and operating demands of the Council and of the local chapters to
project total costs and develop priorities and reasonable monetary allocations for approved programs and operational
activities for the Council and Chapters. In the event that funds are provided by the Council to any chapter for
specific purposes, the chapter may alter the use of such funds only with the approval of the Budget and Finance
Committee.

Section 5: Membership Committee. This Committee shall be responsible for the total membership
activity throughout the state. One of the prime functions of this Committee is to monitor the membership status and
activity of all Council chapters. This Committee shall be responsible for the development of statewide membership
drives and programs and for the dissemination of membership information to the chapters. The Chair shall appoint the
members of this Committee subject to the approval of the Executive Committee.

Section 6: Youth Education Committee. This Committee shall be responsible for the development of
youth programs.

Section 7: Fund Raising Committee. This Committee shall be responsible for and coordinate the raising
of funds for the operation of the Council. It shall coordinate fund raising activities by the Council and the chapters.
It shall develop, review, coordinate and endorse all fund raising projects throughout the state. The major objective of
this Committee is to develop viable fund raising programs for the operations of the Council and chapters. The Chair
shall appoint the members of this Committee subject to the approval of the Executive Committee.

Section 8: Long Range Planning, Bylaws, and Advisory Committee. This Committee shall be responsible
for the development of the long range plans of the Council and shall receive all proposed changes to the bylaws and
present them in proper form to the delegates for consideration at the Annual Meeting. This Committee shall consist of
the immediate past Chair of the Council, the Council Officers, the Chapter Presidents, and other key individuals as
determined by the Council. The immediate Past Chair shall be Chairman of the Committee. The Executive Committee will
host a meeting with this Committee once a year to review the work of the Council and to seek their counsel and advice.
This Committee shall annually review the desirability of a member holding a Council and Chapter office simultaneously
and report its recommendations at the Annual Meeting.

Section 9: Natural Resource Committee. The 2nd Vice Chair for Conservation shall chair this committee.
Each Chapter shall select a member who has the responsibility for tracking issues within each Chapter’s area of
interest and responsibility to serve on this committee. The committee shall be responsible for reviewing natural
resource issues as they affect fisheries in the State of Utah and recommend plans to address those issues to the
Executive Committee for action.

Section 10: Other Standing or Special Committees. The Chair, subject to the approval of the Executive
Committee, may create other committees.

ARTICLE VI

CHAPTER AND MEMBER AUTONOMY

It shall be the right of all chapters to be members of other non-profit organizations whose activities are consistent
with the mission of Trout Unlimited, and the Council. It is clearly understood that any provisions in these Bylaws may
be modified to allow full participation in other organizations as well as Trout Unlimited and the Council, so long as
such activities are consistent with the national bylaws and policies of Trout Unlimited.

It shall be the right of each Chapter to choose its own projects, raise and spend its own funds and generally, conduct
its affairs with a minimum of control and interference from Trout Unlimited or the Council.

It is further understood that the chapters and their members are not liable for any debts or obligations of Trout
Unlimited or the Council.

ARTICLE VII

AMENDMENTS AND POLICY STATEMENTS

Section 1: The Bylaws of the Council may be added to, amended or repealed in whole or in part, by a
two-thirds majority vote of the Delegates at the Annual Meeting, provided that written notice of intent and specific
changes have been provided the Executive Committee and each Chapter President and Secretary at least fourteen (14)
days prior to the Annual Meeting.

Amendments may be proposed by any Council or Chapter officer, provided that the officer is a member in good standing
of Trout Unlimited.

Section 2: These Bylaws may be interpreted and further defined by a majority Delegate vote at a
regular or special Council meeting. Such interpretations shall be called “Policy Statements” and appended hereto.

Section 3: If any provision of these Bylaws shall be declared invalid or inoperative by competent
authority of State or Federal Government, the Executive Committee shall suspend the operation of that section during the
period of its invalidity and substitute in its place a provision which will meet the objections to its validity, and
which will be in accord with the intent and purpose of the invalid provision if possible. If any provision in these
Bylaws is so said invalid, the remainder of these Bylaws and the application shall remain in effect.

ARTICLE VIII

FISCAL YEAR

Section 1: The fiscal year of the Council shall be April 1 to March 31 in keeping with IRS requirements
that all Trout Unlimited affiliate organizations maintain the same fiscal year as the national organization.

ARTICLE IX

DISSOLUTION

In the event of the dissolution of the Council, the assets of the Council shall be held in trust by the Board of Trustees
of Trout Unlimited for the Chapters of the State, pending the formation of a new Council.

ARTICLE X

MISCELLANEOUS

Section 1: Executive Director: At its discretion, the Executive Committee may employ an Executive Director
to perform such duties and responsibilities as the Chair and the Executive Committee may determine.

Section 2: The Executive Committee may authorize the employment of clerical personnel and such professional
and other personnel whose services are deemed necessary and appropriate to the activities and purposes of the Council.

Section 3: No part of any income, revenue, or property of the Council shall inure to the private benefit
of any member.

Section 4: No chapter of the Council may join or become affiliated with any organization that conflicts
with or does not actively endorse and pursue the purpose of Trout Unlimited and the Council as stated in Article I herein.

Section 5: The Chair may call a special joint meeting with any other Council of Trout Unlimited when it
is deemed necessary by both Council’s Executive Committees. It is understood that one of the stated goals of the Council
is to expand the work of Trout Unlimited in its geographic region.

Section 6: Nothing contained herein shall prevent a Trout Unlimited Chapter from another state which
does not have a Council, as defined in the Bylaws of Trout Unlimited, from becoming a chapter of this Council.

Section 7: Whenever notice is required under and provision of these bylaws, notice may be given by any of
the following means: U.S. mail, express delivery, email or by posting of the notice on the Council’s website. Notice of
all regular meetings shall be given no later than seven days prior to the meeting. Notice of special meetings may be
given no later than seven days prior to the meeting, unless otherwise provided herein.

Section 8: Special meetings of the Council and all meetings of the Executive Committee and other Committees
may be held by telephone.

Section 9: Votes on emergency matters may be taken by email, but for the purpose of such a vote, a quorum
shall be the actual votes of two-thirds of those eligible to cast a vote.

IN WITNESS WHEREOF, these Bylaws of the UTAH COUNCIL OF TROUT UNLIMITED have been officially approved by
the membership of Trout Unlimited in the state of Utah on the Ninth day of February in the year of 2019, as evidenced by
the signatures below.

Council Chair:Jeff Taniguchi 4/27/2019

Secretary: Palen Potter 4/27/2019