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BYLAWS of The Bass Federation, Inc.
ARTICLE I. Principal Officers
1.1 Office
The address of the principal office of the Corporation shall be 2300 E. Coleman Rd in the city of Poncta City and
the state of Oklahoma. The Corporation may have other offices, either within or without of the State of Incorporation
as the Board of Directors may designate or as the business of Corporation may require.
ARTICLE II. Meetings of Shareholders
2.1 Place of Meetings
The meetings of the shareholders shall be held at any such place as may be fixed by the Board of Directors.
2.2 Annual Meetings
The annual meeting of the shareholders, for the election of Directors and transaction of any other business that
may come before the meeting, shall be held in each year at any place within or without of the state of Oklahoma
as may be determined by the Board of Directors and as may be designated in the notice of that meeting. If that
date is a legal holiday, the annual meeting shall be held on the next succeeding day that is not a legal holiday.
2.3 Special Meetings
A special meeting, other than those regulated by statute, of the shareholders for any purpose or purposes may be
called at any time by the President, by a majority of the Board of Directors, by designated officers of the Corporation,
or by shareholders together holding at least 20% of the number of shares of the Corporation at the time outstanding
and entitled to vote with respect to the business to be transacted at such meeting. At a special meeting no other
business shall be transacted and no corporate action shall be taken other than that stated in the Notice of the
meeting.
2.4 Notice of Meetings
Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of
a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than five
nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such
meeting, at his/her address which appears in the share transfer books of the Corporation. If mailed, notice shall
be deemed to be delivered when deposited in the United States mail. Such further notice shall be given as may be
required by law, but meetings may be held without notice if all shareholders entitled to vote at the meeting are
present in person or by proxy or if notice is waived in writing by those not present, either before or after the
meeting. Email shall be deemed an acceptable form of mail.
2.5 Quorum
Any number of shareholders together holding at least a simple majority of the outstanding shares of capital stock
entitled to vote with respect to the business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum
shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned by
a majority of the shareholders present or represented by proxy without notice other than by announcement at the
meeting.
2.6 Voting
At any meeting of the shareholders, each shareholder of a class entitled to vote on any matter coming before the
meeting shall, have one vote, in person or by proxy, for each share of capital stock of such class standing in
his/her/their name on the books of the Corporation on the date, at least 15 days prior to such meeting, fixed by
the Board of Directors as the record date for the purpose of determining shareholders entitled to vote. Every proxy
shall be in writing, dated and signed by the shareholder entitled to vote or his/her duly authorized attorney-in-fact.
2.7 Order of Business
The order of business at all meetings of shareholders shall be as follows, unless otherwise adopted by the Board:
1. Roll call
2. Proof of notice of meeting or waiver of notice
3. Reading of minutes and acceptance of preceding meeting
4. Report of officers
5. Report of committees
6. Election of directors, if required
7. Unfinished business
8. New business
2.8 Informal Action of Shareholders
Unless otherwise provided by law, any action required to be taken at a meeting of shareholders, or other action
which may be taken at a meeting of the shareholders, may be taken without a meeting if the shareholders give unanimous
written consent setting forth the action to be taken and signed by all shareholders entitled to vote on the action.
ARTICLE III. Directors
3.1 General Powers
The property, business and affairs of the Corporation shall be managed and controlled under the direction of the
Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these
Bylaws, all of the powers of the Corporation shall be vested in the Board. Such management and general control
will be by majority vote of the Board of Directors, with each Director having equal vote.
3.2 Number of Directors
The number of Directors constituting the Board of Directors shall be five (5).
3.3 Election and Removal of Directors
(A) Directors shall be elected at each annual meeting of shareholders, to succeed those Directors whose terms have
expired and to fill any existing vacancies. There is no limit to the number of terms a director may serve. Each
of the 5 federation divisions are entitled to fill one seat on the Board of Directors.
The election of directors shall be staggered so that not more than three of the five offices are up each year.
Elected offices shall be by simple majority vote of the shareholders in good standing that are present. The Directors
not a part of the tie for election would together cast one vote in the case of a tie between finalists in any division.
Elections shall be held separately and by written Ballot form 7-1.
(B) The elected terms of office is for two years, which shall begin when elected at the Annual Shareholders meeting
and end on the last day of the fiscal year two years later or until a successor assumes office. Original slate
of officers shall serve as follows, representatives from the Eastern and Central Division shall serve an initial
three-year term, beginning of 2003 then two-year terms with elections being held in even years thereafter, representatives
of the North, South and Western Division shall serve an initial two-year term beginning 2003 then two-year terms
with elections being held in odd years, thereafter. Any Director may be removed from office at a meeting called
expressly for that purpose by the vote of shareholders holding not less than a 2/3rd majority of the shares entitled
to vote at an election of Directors.
(C) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the
remaining Directors, though not less than a quorum of the Board, and the term of office of any Director so elected
shall expires at the next shareholders' meeting at which that Directors seat is elected.
3.4 Quorum
A majority of the number of Directors proscribed in these Bylaws shall constitute a quorum for the transaction
of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. If less than a majority is present at a meeting, the majority of those present may
adjourn the meeting without further notice.
3.5 Regular Meetings of Directors
An annual meeting of the Board of Directors shall be held without notice other than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders.
3.6 Special Meetings of Directors.
Special meetings of Directors may be called at the request of the President, other duly authorized officer or any
two Directors. The person or persons authorized to call special meetings of Directors may designate the place and
time for holding any special meeting of Directors.
3.7 Notice
Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally,
or mailed to each director at his/her business address. If mailed notice is deemed to be delivered when deposited
in the United States mail or when sent if sent electronically. The attendance of a Director at a meeting shall
be deemed to be a waiver of notice of such meeting unless the Director attends the meeting for the express purpose
of objecting to the transaction of business at the meeting because the meeting is not properly called or convened.
Meetings may be held at any time without notice if all of the Directors are present, or if those present waive
notice in writing either before or after the meeting.
3.8 Compensation
By resolution of the Board, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing
herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for
such other services.
3.9 Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of
the Directors.
3.10 Executive and Other Committees
The Board of Directors may designate committees made up of Directors from time to time as the Directors see fit.
The purpose for which the committees are formed are to be designated by the Board. The committees may be dissolved
by affirmative vote of the Board of Directors.
3.11 Informal Action by Directors
Unless otherwise provided by law, any action required to be taken at a meeting of Directors, or other action which
may be taken at a meeting of the Directors, may be taken without a meeting if the Directors give unanimous written
consent setting forth the action to be taken and signed by all Directors entitled to vote on the action.
3.12 Indemnification
The Corporation shall indemnify each of its directors, officers and employees whether or not then in services as
such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense
of any litigation to which the individual may have been made a party because he or she is or was a director, officer
or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters
as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance
of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee. The
right to indemnify for expenses shall also apply to expenses of suits which are settled if the court having jurisdiction
of the matter shall approve of the settlement.
ARTICLE IV. Officer
4.1 Election of Officers: Terms
The officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other Officers, including
a Chairman of the Board, Chief Executive Officer, one or more Vice Presidents, and assistant and subordinate officers,
may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual
meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the
same person as the Board of Directors may determine.
4.2 Removal of Officers: Vacancies
Any officer of the Corporation may be removed summarily with or without cause, at any time, by the Board of Directors.
Vacancies may be filled by the Board of Directors.
4.3 Duties
The officers of the Corporation shall have such duties as generally pertain to their respective offices as well
as such power and duties as are prescribed by law or are hereinafter provided or shall be conferred by the Board
of Directors.
4.4 Duties of the President
Unless otherwise defined by the Board, the President shall be the Chief Executive Officer of the Corporation and
shall be primarily responsible for the implementation of policies of the Board of Directors and shall have authority
over the general management and direction of the business and operations of the corporation and its divisions,
if any, subject only to the ultimate authority of the Board of Directors. In the absence of the Chairman and the
Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings.
The President may sign and execute, in the name of the Corporation, share certificates, deeds, mortgages, bonds,
contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required
by law otherwise to be signed or executed. In addition, the President shall perform all duties incident to the
Office of the President and such other duties as may be assigned by the Board of Directors.
4.5 Duties of the Vice-President
Each Vice-President, if any, shall have such power and duties as may be assigned to him or her by the President
or the Board of Directors. Any Vice-President may sign and execute, in the name of the Corporation, deeds, mortgages,
bonds, contracts or other instruments authorized by the Board of Directors, except where the signing and the execution
thereof shall be expressly delegated by the Board of Directors or the President to some other officer or agent
of the Corporation or shall be required by law or otherwise to be signed or executed.
4.6 Duties of the Treasurer
The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of
the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories
as shall be designated by the Board of Directors. The treasurer shall be responsible for maintaining adequate financial
accounts and records in accordance with generally accepted accounting practices; for the preparation of appropriate
operating budgets and financial statements; for the preparation and filing of all tax returns required by law;
and for the performance of all duties incident to the office of Treasurer and such other duties as may be assigned
to him or her by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute
in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments, except
in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or
the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be
signed or executed.
4.7 Duties of the Secretary
The Secretary shall act as Secretary of all meetings of the Board of Directors and shareholders of the Corporation
and, when requested, shall also act as secretary of the meetings of the committees of the Board of Directors. The
Secretary shall keep and preserve minutes of all such meetings in permanent books; see that all notices required
to be given by the Corporation are duly given and served; have custody of the seal of the Corporation and shall
affix the seal or cause it to be affixed to all share certificates of the Corporation and to all documents the
execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with
law or the provisions of these Bylaws. The Secretary shall have custody of all deeds, leases, contracts and other
important documents; have charge of the books, records and papers of the Corporation relating to its organization
and management as a Corporation; see that all reports, statements and other documents required by law (except tax
returns) are properly filed; and in general perform all the duties incident to the office of the Secretary and
such other duties as may be assigned by the Board of Directors or the President. The Secretary may designate such
subordinate officers or administrative personnel, as desirable, including Assistant Secretary, with the consent
of the Board of Directors to carry out the duties of the office.
4.8 Compensation
The Board of Directors shall have authority to fix the compensation of all officers of the Corporation.
Article V. Capital Stock
5.1 Certificates
Certificates shall represent the interest of each stockholder of the Corporation. They shall be numbered and entered
in the books of the Corporation as they are issued. They shall exhibit the holder's name and the number of shares
and shall be signed by the President or Vice-President and the Treasurer or the Secretary and shall bear the corporate
seal. At no time, without a specific 2/3 majority vote of all shareholders will the Shareholder member, State Federations
collectively, own less than 51% of the outstanding Capital Stock.
5.2 Lost, Destroyed and Mutilated Certificates
Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation
of the certificate thereof, and the Board of Directors may in its discretion cause new certificates for the same
number of shares to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory
proof of such loss or destruction.
5.3 Transfer of Shares
The shares of the Corporation shall not be transferable or assignable by a shareholder without written permission
of the Board of Directors and shall be transferable or assignable only on the books of the Corporation by the holder
in person, with written permission of the Board of Directors or by the attorney on surrender of the certificate
for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney,
as well as written permission of the board to have the same transferred on the books of the Corporation. The Corporation
will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive
dividends and to vote as such owner.
5.4 Fixing Record Date
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or entitles to receive a dividend payment, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders. Such date may not be more than sixty days prior to the date on which the particular
action, requiring the determination of shareholders, is to be taken. If no record date is designated for the determination
of shareholders entitled to notice of a meeting shareholders or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which
the resolution of the Board of Directors declaring such dividends is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment
thereof.
Article VI. Miscellaneous Provisions
6.1 Seal.
The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts,
on which there shall be engraved the word "seal" and the name of the Corporation.
6.2 Fiscal Year
The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be
fixed by the Board of Directors, with IRS approval.
6.3 Checks, Notes, Drafts
Checks, notes, drafts and other orders for the payment of money shall be signed by persons authorized by the Board
of Directors. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.
6.4 Amendments of Bylaws
Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or changed at any meeting of the
Board of Directors by affirmative vote of a majority of the number of Directors fixed by these Bylaws. The shareholders
entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter
or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed
by the Board of Directors.
6.5 Dividends
The directors may declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
Unanimously Approved by the Shareholders of The Bass Federation, Inc. 9-13-03
Who is the TBF?
(Editor's Note: This is a description of what The Bass Federation Inc. is and does for the individual
State Federations. Taken from a series of e-mails between Robert Cartlidge (TBF) and Doug Clifford (O.B.C.F. Youth
Director)
November 22, 2005)
The TBF, Inc. was formed to work for the federations. It was formed by the states and by the State Federation Presidents.
Each state owns one share of stock in the company and the State Federations own and control it. Ohio federation
owns one share of stock just like all the others and as a shareholder, simply put we work for you.
We are owned by those we serve, and we are dedicated to the sport of fishing.
The federation has a long history of working for everybody else. Supporting events, charities, youth and conservation.
And there are some great people at BASS and other companies, but they work for BASS, (or pick a company). And while
Ohio can speak for Ohio, no one state could speak or work for the good of the whole federation. In today business
climate, The Presidents felt, that we as a federation were doing our members an injustice if we did not work to
provide them every available opportunity and protect the integrity of the federation as a business for the next
30+ years.
The first year was spent building, this last year alone, TBF,Inc is responsible for;
The TBF provides to each state a Pennzoil - lube package & T-shirts, CASH youth funding opportunities through
the Bass Hunt Game sales, CASH rebates to the state federations on purchases through the www.bassfederation.com
online store, paid CASH advertising in states newsletters, paid CASH links on states websites and The Living The
Dream program (full sponsorship for the Federation Champion to fish the BASS/ESPN Elite Series). AND most importantly
TBF is an umbrella company whose single purpose is to work for US, the state federations. A company owned by, and
accountable to, the state federations. The states have never had anybody working FOR them before.
We have several new programs already on tap for next year. Each state chooses which program or none that it wants
to participate in. Some are designed to fund Youth, some conservation, some the state itself.
My personal opinion is simply this, what has always been the federations goal is to support this industry, its
what we are founded on. We have always been a stand-alone entity, no one has ever owned us. We "play"
wth everybody. Some states are sponsored by one company the next state by their competitor. Our members DEMAND
a choice.
I have gone on record and will again as stating I will never lead the presidents away form BASS. I have spent 25
years helping grow BASS and want nothing bad to happen to it. But my first obligation is to the health of the federation.
When I was elected I promised one thing to the Presidents as a group, There will never come a day when I ask you
to sever all ties with BASS, or leave BASS, if that what you want, I am not your guy. I will only act to leave
BASS in one of two ways I told them. 1.) you as Presidents tell me to lead you away, Or 2.) BASS tells us they
no longer want to partner with us."
Now having said that, Our members are supporting many organizations, WON BASS, Angler Choice, Skeeter Bass Fan
Army; FLW and others. I am sure you have many FLW members in your state federation. Many federations support these
events when the come to town just like they support BASS, with anglers, drivers and volunteers. In fact many of
the FLW championships are supported by state federations and their member volunteers. Why? because its good for
the sport and its lucrative for the state. It does not mean we are "leaving BASS".
For me, The Federation has to come first. Then BASS, FLW, or whoever. Envision a world were our members had choice
through their federation. Making the federation more prosperous and attractive to the members. Where youth Programs
were actually funded! Imagine that!
We absolutely want to keep our relationship with ESPN\BASS. But quite frankly they thought they BOUGHT the federation
when they bought BASS and were quite surprise to find out that they did not and could not "sell" us to
their sponsors and mandate what we could and could not do. In big business your on your way up
or out. We have
had 4 BASS federation directors in 5 years and 2 general managers. Each one come with his own set of idea's and
leadership. The federation MUST have stability, you simply cannot change direction of 45 thousand people regularly
and expect them to be effective. That's where TBF,Inc can help BASS and others, by stabilizing the federation and
providing accountability to the states which own it. This is the only way to help BASS, ourselves and the industry.
I do not need to "form a separate nationwide Federation organization" because the federation has always
been separate and always will, that in my opinion is part of the "rub." Can you imagine someone telling
the Ohio federation you must do this or that?? You are a business incorporated within your state with your own
board of directors and leadership that have bills to pay for your federations and programs to fund. The reality
is that most people think BASS puts money into the federations operations and that simply does not happen...not
one dime. So the states MUST be free to operate as they see fit, with who they see fit. But ultimately my opinion
is just that, my personal opinion, it's the federation state Presidents that will set direction for me to follow.
To the current issue:
BASS has agreed many times, in writing, in print and face to face with the states, NO mandates to the federation.
Yet here we are again with a 5 dollar dues increase mandated, no discussion. The problem arises in that many states
and many clubs have bylaws that outline the dues, many have already collected them, as BASS REQUESTED the states
at the Classic to collect ALL the dues in the state and send in one check in an effort to 'help" them manage
the work load, the state agreed and many more started this year. Now this. They cannot go back to their members
who have already paid and the states cannot afford to pay it so they are backed into a corner.
So lets assume Ohio pays it, but 10 other states cannot because its already collected or bylaw's or whatever. Now
we have a "rift" within on our "side" as some states paid more for their dues than did others.
You can begin to see the complexity of the problem. Wouldn't you be mad if you paid 20 only to find out that the
rest paid 15? for the same benefit?
Then there is the problem of the money we are already paying. federation dues are supposed to come back to the
member, you already pay a BASS membership. Here is the breakdown. 15.00 dues, 6 dollars goes to your divisional
tournament prize fund, 6 dollars goes to insurance, and 3 goes to the Federation National championship and Casting
kids. You are paying your own way. (see Don Corkans article in Dec 2003 BassTimes that outlines this) The President
have been asking for an accounting of that money as we have gotten in the past and has been promised. They have
not gotten it and the numbers do not add up. It should be simple, X number of member in a division, time 6 dollars
equals the Payout at the divisional, that they way its always been, but not now. I'm not accusing anybody of anything,
there may be a good explanation and the Presidents have been trying to get it for 3 years. So forced with sending
in even MORE money without an accounting.........
Now nothing about this precludes us from long term continuing with BASS if they will have us. We have tried everything
to communicate, many multiple meetings, with different people including the ESPN management, an outside Professional
Consultant firm was hired, any president that wanted to come and all the reps went and meet with BASS\ESPN in this
meeting in Atlanta. Unfortunately, in some at BASS's view the independent consultant (hired by BASS) tended to
agree with the federation. Nothing substantial came from it.
Different ones have spent 4 years of trial and turmoil trying to work this out with BASS to no avail. I would say
we have certainly tried. Yet we continue because we all have strong ties, and I suspect we will continue into the
future keeping the door open for BASS if they will "play" with us but they have to play on terms that
the federations feel like they can survive under. I know this all sound like BASS is the BAD guys here but not
necessarily so, it takes two and the federation must control its own destiny if it is to survive in today's business,
we cannot say BASS you cannot tell us what to do ...but will you handle our money for us and run our events for
us and fund us?
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