ARTICLE I: NAME

The name of the organization shall be the North Dakota Sportfishing Congress, Incorporated (NDSFC) and will be operated as a non-profit organization regulated by the Secretary of State as incorporated under the laws of the State of North Dakota.

ARTICLE II: MEMBERSHIP

Section 1. There shall be two (2) membership classifications in the organization:

A) Organization membership shall include North Dakota fishing clubs and other related organizations which have paid yearly dues to the NDSFC. Annual dues amounts are to be set by the Board of Directors of the corporation. Each dues paying organization may appoint up to two (2) delegates to represent their organization in NDSFC business. These two delegates will have voting rights at NDSFC board meetings.

B) Supporting memberships (includes Individual or Family membership to include all family members under the age of 18). Supporting membership are classified as non-voting members as relating to business of the corporation. The annual dues for supporting memberships are to be set by the corporation.

C) The Executive Board has final authority to the acceptance or denial of any membership application.

Section 2. 

A) Active members shall mean any membership classification whose dues are current.

B) For board members, organization delegates and supporting members to participate in NDSFC business, their respective membership dues must be current, including nominees for Board of Directors.

ARTICLE lll: FISCAL YEAR

Section 1. The fiscal year of the corporation shall begin on April 1st of each year and end on March 31st of the next year.

Section 2. An audit of the fiscal year financial records shall be performed within 60 days of the close of the fiscal year and a report of the audit shall be presented at the next meeting of the corporation.

ARTICLE IV: EXECUTIVE BOARD

Section 1. The Executive Board shall comprise of two groups; the Executive Officers and the Board of Directors of the corporation.

Section 2. The Executive Board shall consist of the Executive Officers: comprising a President, Vice President, Secretary, Treasurer and Past President and up to five (5) members elected to Board of Directors positions.

Section 3. There must be a quorum of the Executive Board (consisting of two-thirds of the Executive Officers and Executive Directors) in order to transact business before the corporation. A majority vote of the quorum of the Executive Board members shall be sufficient to pass or reject any business before the corporation.

Section 4. The Executive Board is required to meet a minimum of two (2) times per year and may meet as often as necessary to properly manage the business of the corporation.

ARTICLE V: EXECUTIVE OFFICERS & BOARD OF DIRECTORS DUTIES

Section 1. The President shall be the principal executive officer of the corporation and will manage all of the business and affairs of the corporation subject to the direction and control of the Executive Board. The President shall preside over all meetings of the corporation, unless unavailable to do so. The President with the direction and approval of the Executive Board, may contract in the name of the corporation, counter-sign financial drafts and serve as the official signature for all corporation documents. The President shall preform all duties incidental to their office along with any such other duties as assigned by the Executive Board, including designation appointments to all committees assigned to do the business of the corporation.

Section 2. The Vice-President, in the event the Presidents absence, death, inability or refusal to act, shall perform all the duties of the President including all the powers, responsibilities and restrictions as specified in Article V, Section 1. The Vice-President shall perform all duties incidental to their office along with any such other duties as assigned by the President of the Executive Board.

Section 3. The Secretary, shall keep the minutes of the general and board meetings; shall provide each Executive Board member and member organization with a copy of the minutes within thirty (60) days following a corporation meeting, act as custodian of the corporation’s records; and shall perform all duties incidental to their office along with any such duties as assigned by the President, the Vice-President (while acting in a Presidential capacity), or the Executive Board. The Secretary position may be either an elected or a part-time paid position and at the discretion of the Executive Board. If the secretary is a paid position, that person serves as a non-voting member.

Section 4. The Treasurer shall be responsible for all funds and securities of the corporation; be responsible for the depositing of funds and issuing drafts to pay corporation expenditures; and shall perform all duties incidental to their office along with any such other duties as assigned by the President, Vice-President (while acting in a presidential capacity), or the Executive Board.

Section 5. The Past-President, upon a new President taking office will become the corporation’s Past-President. The Past-President shall perform all duties incidental to their office along with any other such duties as assigned by the President, the Vice-President (while serving in a presidential capacity) or the Executive Board.

Section 6. The Board of Directors are to act in the best interest of the corporation while serving as a public figure of the corporation. The Board of Directors are to assist in setting forth the policies of the corporation, assist in establishing the objectives of the corporation, assist the Executive Officers in understanding and executing the responsibilities of their offices, assist in monitoring the operations of the corporation and assist in making decisions for the corporation.

Section 7. In the event that an Executive Officer or Board of Director member is unable to perform their duties or has resigned their position, it shall be the responsibility of the President with the Executive Board’s approval to appoint a person to fill that Officer’s or Director’s unexpired term. In the event an Officer or Director has demonstrated an unwillingness to participate in or work with the other Officers and Directors as related to the objectives and purpose of the corporation, that Officer or Director may be removed from their position by a majority vote of the Executive Board.

ARTICLE VI: NOMINATION AND ELECTION PROCEDURES

Section 1. A nominating committee comprised of the President, the Secretary, Past-President, and at least one member appointed by the President, shall present nominations in writing to the authorized voting members prior to the annual meeting of the corporation.

Section 2. Nominations from the floor will be entertained and accepted.

Section 3. Elections may be by secret ballot and be determined by a simple majority of those authorized voting members in attendance and at the annual meeting.

Section 4. The nominations and election of Executive Officers and Board of Directors shall be done in order starting with the expiring positions: President, Vice-President, Secretary, Treasurer and Directors. The President, Secretary and Treasurer shall be held to election during odd number calendar years, with Vice-President held to election during an even number calendar years. Theup to five (5) members of the Board of Directors shall be elected alternately, three (3) and two (2) every other calendar year. All Officers and Directors are elected to serve a two (2) year term of office.

Section 5. The newly elected Executive Officers and Board of Directors officially assume their duties and responsibilities at the conclusion of the old business portion, and prior to the new business portion, at the corporation’s annual meeting.

ARTICLE VII: VOTING

Section 1. Voting rights at the Annual Meeting and any interim Executive Board meetings on all corporate business, including the election of Officers and Directors, shall be restricted to the corporation’s Executive Officers: President, Vice-President, Secretary, Treasurer, Past President, The Board of Directors and the two designated delegates of each dues paying membership organizations as reflected in Article II, Section 1, paragraph A.

Section 2. Each dues paying organization as indicated in Article II, Section 1, paragraph A, shall designate by name, two (2) representatives and one alternate to serve in a voting capacity in the organization. The alternate, so named, shall vote only if one of the two (2) representatives are absent from the meeting (s).

ARTICLE VIII: MEETINGS

Section 1. Meeting shall be held semi-annually with date and place of meeting to be determined by the Board of Directors at each prior meeting. The corporation may meet at other times as deemed necessary by the Board of Directors.

Section 2. A notification of a corporation meeting shall be sent to the members of the Executive Board and the corporation’s members organizations’ delegates within a reasonable time prior to holding a meeting.

Section 3. The corporation’s annual meeting shall be held no earlier than February 15th but no later than May 1st.

ARTICLE IX: AMENDMENTS

Section 1. Any amendment to the corporation’s By-Laws must be reviewed and approved by the Executive Board of the corporation prior to being submitted to the authorized voting members at the corporation’s annual meeting.

Section 2. The Executive Board is required to give prior notice to the membership when an amendment is proposed, when the amendment is scheduled to be discussed and when the amendment will be scheduled for a vote.

Section 3. The adoption of all proposed amendments requires an established quorum of Executive Board members to be in place and to have a two-thirds (2/3) affirmative vote by those voting members present in order for an amendment to pass.

ARTICLE X: DISSOLUTION OF THE CORPORATION

The North Dakota Sportfishing Congress may be dissolved upon the affirmative vote of a majority of the Board of Directors, followed by approval of the members with voting rights at a properly noticed meeting. Notice must be given in accordance with standard procedures for member meetings and must clearly state that dissolution will be considered. Approval by the members requires the affirmative vote of a majority of the votes cast at a meeting where a quorum is present, unless otherwise specified in these by-laws. Upon such approvals, the Corporation shall proceed with dissolution in accordance with the North Dakota Century Code, specifically sections 10-33-96 through 10-33-113, and if applicable, section 10-33-122 concerning notice to the Attorney General and charitable asset distribution.

Revised 4.26.25