THE IZAAK WALTON LEAGUE OF AMERICA

MARYLAND STATE DIVISION

JUNE 2012

CONSTITUTION

Article I - Name

1. The name of the organization shall be Maryland State Division of The Izaak Walton League of America, hereafter may be referred to as the “Division”.

Article II - Objects

1. The organization is formed exclusively for scientific and educational purposes; to conserve, maintain, protect and restore the soil, forest, wildlife, waters, air and other natural resources of the State of Maryland; to promote means and opportunities for the education of the public with respect to such resources and enjoyment and wholesome utilization therof; and to assist The Izaak Walton League of America hereafter maybe referred to as the “League”, and the Maryland State Izaak Walton League Chapters in carrying out similar objectives throughout the United States of America. In the event of inconsistencies between this Constitution and by-laws and those of the League, the latter shall govern.

[corrected June 2001]

2. To achieve its purposes, the organization may expend, contribute, disburse, and otherwise handle and dispose of funds for such purposes, either directly or by contributing to other agencies formed for the same or similar purposes; to assist in harmonizing and making more efficient the work of other scientific and educational agencies in conserving, maintaining, protecting and restoring the natural resources of the State of Maryland; to promote its objectives through chapters organized in various ports of Maryland.

Article III - Disposal of Assets

1. No part of the assets of the organization shall inure to the benefit of any member, officer, or director; provided, however, that payment of reasonable compensation for services rendered and expenses incurred may be made.

2. The organization may dissolve upon the adoption of a resolution to dissolve at any annual meeting of the State Division or at a special meeting properly called and held at which a quorum was present by a 2/3 majority vote of the delegates present and according to the plan for the distribution of its assets adopted by the organization in the same manner. The assets of the organization in the process of dissolution shall be applied and distributed as follows:

(a). All liabilities and obligations of the organization shall be paid, satisfied, and discharged, or provision made therefor.

(b). Assets held by the organization upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.

(c). The remaining assets shall be transferred or conveyed to The Izaak Walton League of America, Inc.

(d). No part of the assets of the organization shall be distributed to or inure to the benefit of any member, officer, or director of the organization.

Article IV - Directors

1. The management of the organization shall be vested in a Board of Directors.

2. The Board of Directors shall consist of the elected officers, the immediate-past president, the elected National Directors, five (5) Regional Directors and one director selected and certified by each chapter.

[amended 15 June 2002]

Article V - Amendments

1. This constitution may be amended at any annual meeting at which a quorum is present by a two-thirds vote of the delegates present, provided that written notice stating the proposed amendments shall have been sent by first class mail to the president and secretary of each Maryland chapter at least thirty (30) days prior to the date of the annual meeting. [corrected June 2001]

THE IZAAK WALTON LEAGUE OF AMERICA

MARYLAND STATE DIVISION

June 4, 2022

BY-LAWS

Article I - Name

Section 1. The name of the organization shall be Maryland State Division of the Izaak Walton League of America, and hereafter may be referred to as the “Division” or “Maryland State Division.”

Article II - Emblem, Button, and Slogan

Section 1. The emblem of the Maryland State Division shall be identical to that of the Izaak Walton League of America.

Section 2. The button of the Maryland State Division shall be identical to that of the Izaak Walton League of America.

Section 3. The slogan of the Maryland State Division shall be “Defenders of Soil, Air, Woods, Waters and Wildlife.”

Article III - Objective

Section 1. This organization is formed exclusively for scientific and educational purposes; to conserve, maintain, protect and restore the soil, forest, wildlife, waters, air and other natural resources of the State of Maryland; to promote means and opportunities for the education of the public with respect to such resources and the enjoyment and wholesome utilization thereof; and to assist the Izaak Walton League of America in carrying out similar objectives throughout the United States of America.

Section 2. To attain its purposes, the organization may expend, contribute, disburse, and otherwise handle and dispose of funds for such purposes, either directly or by contributing to other agencies formed for the same purpose; assist in harmonizing, and making more efficient the work of other scientific and educational agencies in conserving, maintaining, protecting and restoring the natural resources of the State of Maryland; and promote its objectives through chapters organized in various parts of Maryland.

Article IV - Membership

Section 1. Every chapter of the Izaak Walton League of America in Maryland shall be a member of the Maryland State Division, in accordance with Article 6, Section 4, of the bylaws of the Izaak Walton League of America.

Section 2. Every chapter of the Izaak Walton League of America within the jurisdiction of the Maryland State Division shall pay annual dues in an amount to be determined by the Board of Directors to the Maryland State Division in the manner prescribed by the National headquarters of the Izaak Walton League of America. [Amended October 2020]

Section 3. Memberships shall be as defined in the National bylaws, Article 4. [Amended October 17, 2020]

Section 4. Annual dues to the Division shall be due and payable within sixty (60) days of the receipt of dues paid by the individual member to the chapter. [Amended October 2020]

Section 5. A Life Membership in the Division shall be available to any Maryland chapter member for a one time fee of twenty (20) times the individual or family membership. No

Division annual dues will be assessed a Life Member. [Amended October 2020]

Section 6. Members holding a Division Life Membership shall not be required to pay any additional State dues regardless of the number of Maryland chapters to which the Life Member belongs. [Amended October 2020]

Section 7. Every chapter of the Izaak Walton League of America within the jurisdiction of the Division shall exercise its membership in the following ways: [Amended October 2020]

a. Certification of one of its members to serve as a Chapter Director on the Board of Directors of the Maryland State Division. [Amended October 2020]

b. Designation of delegates to participate in the annual Convention of the Maryland State Division, in accordance with a formula of representation, as follows: [Amended October 2020]

(i) Any chapter having one (1) but less than twenty-six (26) members shall be entitled to one (1) delegate; [Amended June 2001]

(ii) for twenty-six (26) to fifty (50) members, two (2) delegates;

(iii) for fifty-one (51) to one hundred (100) members, three (3) delegates;

(iv) for each additional one hundred (100) members or fraction thereof, one (1) additional delegate except that no chapter, regardless of number of members, shall have more than seven (7) delegates;

(v) the delegate strength shall be determined by membership records of the National Headquarters of the Izaak Walton League of America as of the last day of the previous year. [Amended June 1998]

Article V - Division Meetings

Section 1. The annual Convention of the Division shall be held during the month of June prior to the National Convention. [Amended June 2013]

Section 2. The Board of Directors shall meet at the annual Convention and two (2) additional times per year. The times and places of all meetings shall be determined by the Board of Directors. [Amended October 2020]

Section 3. The order of business for the annual Convention and all regular Board of Directors meetings shall include: [Amended October 2020]

Call to Order

Roll Call of Chapters

Reading of the previous meeting’s minutes

Treasurer’s Report

Reports of Officers and National Directors, and Committee Chairs

Old Business

New Business

Talks for the good of the Division

Elections

Adjournment

Installation of Newly Elected Officers

Section 4. Chapter delegates may only vote at the annual Convention and must be present in order to vote. Members of the Board of Directors must be present at any meeting of the Division in order to vote except for special electronic meetings, as specified in Article V.

Section 6b. [Amended October 2020, Amended June 2022]

Section 5. At least one (1) duly certified chapter delegate from one-third (1/3) of member chapters, but not less than one-third (1/3) of the total authorized chapter delegates, shall constitute a quorum at any annual Convention of the Division. One-third (1/3) of the total membership of the Board of Directors shall constitute a quorum for any other Board Meeting. [Amended June 2022]

Section 6. Special meetings may be called by the Maryland State Division President and when requested in writing to do so by a majority of the Board of Directors.

a. The Maryland State Division President shall provide notice of special meetings to all chapter Presidents in writing by electronic communication or by first class mail postmarked at least ten (10) days prior to the meeting date. Such notice shall include justification for convening the meeting as well as an agenda. Actions at these meetings shall be limited to those subjects delineated in the written notice.

b. When necessary, the Maryland State Division President may hold a special meeting of the Board of Directors electronically for any purpose, except elections, with notice provided electronically to every member of the Board of Directors and allowing at least ten (10) business days for any needed response or vote. For meetings held electronically, a motion is carried if the total number of votes received is at least a quorum of the Board of Directors and the number of affirmative votes exceeds the number of negative ones. [Added June 2013, Amended October 2020, Amended June 2022]

Article VI - Officers and Directors

Section 1. The elected officers of the Division shall be a President, a Vice President, a Treasurer, and a Recording Secretary. Elected officers shall serve a two (2) year term and until their successors are duly installed. The President and Vice President shall serve no more than two (2) consecutive terms in the same office. [Amended June 2007]

Section 2. The President shall appoint an Executive Secretary. The Executive Secretary shall serve until a successor is appointed. [Amended October 2020]

Section 3. There shall also be National Directors elected within the Maryland State Division, the number of which is determined by Article 10 Section 1. (d) of the League’s bylaws. National Directors shall serve terms in accordance with Article 10 Section 2. of the League’s bylaws.

Section 4. Each chapter President in the Division shall certify one of its members as a chapter Director to serve on the Board of Directors. These chapter Directors shall serve until their successors are duly certified. Certification of chapter Directors shall be in the form of a letter or email signed by the member chapter’s President, and delivered to the Maryland State Division’s Recording Secretary prior to the next meeting. In the event that the duly certified chapter Director cannot participate in a Board meeting, the chapter President may designate a substitute for that meeting in writing or via e-mail to the Maryland State Division’s Recording Secretary at least 24 hours before that meeting. [Amended October 2020, Amended June 2022]

Section 5. The Board of Directors shall consist of elected and appointed officers of the Division, the elected National Directors, and the Chapter Directors. The immediate past President of the Division shall be an ex-officio member of the Board of Directors. [Amended October 2020]

Section 6. Officers shall assume the duties and responsibilities of their offices with induction into office immediately after adjournment of the annual Convention. [Amended October 2020]

Section 7. The officers shall maintain their offices at the business office of the Maryland State Division whenever such business office is established and made available by action of the Board of Directors.

Section 8. The Board of Directors shall fill any vacancy that may occur in any office except for Maryland State Division President by majority vote of the Directors present at any meeting including any special meeting held to fill a vacancy. A vacancy in the office of President shall be filled by the Vice President. In the event the Vice President cannot serve, the office of President shall be filled by one of the National Directors duly elected by the Board of Directors. [Amended October 2020] Any such election shall become effective immediately following such action and the official so elected shall serve until the next regular election of the Maryland State Division. [Amended June 2013]

Article VII - Powers and Duties of Officers and Directors

Section 1. The President shall preside at all meetings, shall be an ex-officio member of all committees, shall appoint all committees not otherwise provided for in these by-laws or otherwise provided and ordered by affirmative vote of a majority of the Directors and delegates present; and appoint an Executive Secretary. The President shall take all necessary measures for maintaining order and perform all duties ordinarily pertaining to the office of President.[Amended October 2020]

Section 2. All of the duties of the President shall devolve upon the Vice President during the absence or inability to act of the President, and it shall be the duty of the Vice President to assist the President in the discharge of the President’s duties when requested. [Amended October 2020]

Section 3. Each National Director shall serve as liaison between the chapters assigned to them and to the Division by visiting each chapter as often as necessary to encourage the chapter along conservation lines and to provide assistance to the limit of the Division’s resources. Each National Director shall submit a status report of their assigned chapters at the Board of Directors meetings and the annual Convention. [Amended June 2013]

Section 4. The Treasurer shall receive all funds accrued to the Division and deposit same as specified in Article XI. Section 4. of these by-laws. The Treasurer shall disburse funds only as approved in the annual Division budget or as authorized by the Board of Directors. The Treasurer shall account for such funds at each Division meeting or other times prescribed by the Board of Directors. Upon the Treasurer’s retirement from office, the Treasurer shall surrender to the Division all funds and property in the Treasurer’s possession belonging to the Division. The Treasurer shall obtain an approved corporate bond in an amount fixed by the Board of Directors, the premium of which shall be paid by the Division. [Amended October 2020, Corrected June 2022]

Section 5. The Executive Secretary shall act as general manager of the Division Headquarters and editor of the Division’s journal. The Executive Secretary shall notify all member chapters in a timely fashion of any and all meetings. The Executive Secretary shall be the custodian of the Corporate Seal and shall affix same to all papers and documents as may be required. The Executive Secretary shall attend to all correspondence; shall preserve all reports and documents submitted to the Executive Secretary; and shall perform such other duties as may be assigned by the President or the Board of Directors. At the expiration of the Executive Secretary’s term of office the Executive Secretary shall surrender to the successor the Corporate Seal and all books, records, and documents belonging to the Division in the Executive Secretary’s possession or control. [Amended October 2020]

Section 6. The Recording Secretary shall keep a record of all Division proceedings in a manner required by Maryland Corporate regulations; shall preserve all reports filed with the Recording Secretary; and shall perform such other duties as may be assigned by the President, the Board of Directors or these by-laws. At the expiration of the term of office, the Recording Secretary shall surrender to the successor all books and records belonging to the Division in the Recording Secretary’s possession or control. [Amended October 2020]

Section 7. The National Directors shall represent the Division at all League meetings, and shall vote on all matters that come before the League, voicing the opinion on the Division as instructed by the Board of Directors. When the Division has not taken a position on an issue, the National Directors shall vote what in their judgment they believe the position of the Division to be.[Amended October 2020].

Section 8. Each Chapter Director shall attend all Division meetings, participate in the proceedings of the meetings, and report all business of the meetings to their chapter; shall serve as liaison between the Division and their chapter. [Amended October 2020]

Section 9. The powers and duties of the Board of Directors shall be as follows;

a. All expenditures shall be authorized in the annual budget for that calendar year as proposed by the budget committee and approved by the Board of Directors prior to the end of the previous calendar year. [Corrected June 2001, Amended June 2013, Amended June 2012, Amended June 2022]

b. The Board of Directors shall not obligate the Division for the payment of monies in excess of the amount currently in the treasury without the unanimous concurrence of and assessment of the governing Boards of all member chapters.

c. The Board of Directors shall authorize the negotiation and execution of all contracts, which in their judgment they deem necessary and proper for the best interest of the Division. [Amended October 2020]

d. The Board of Directors shall control the expenses and liabilities of the Division and shall take appropriate action to protect the property of the Division.

e. The Board of Directors shall act for the Division in the interim between annual Conventions. Only members of the Board of Directors may vote at any meeting of the Board of Directors.

f. Each member of the Board of Directors is expected to attend all meetings either regular or special. In the event that any member of the Board shall fail to attend two consecutive meetings thereof, the Board of Directors may declare such member’s office vacant by majority vote and shall inform the appropriate person and/or chapter in writing.

g. The Board of Directors may provide for the appointment of such officers and the employment of such persons as it deems necessary for the administration of the affairs of the Division, and shall prescribe the duties and compensation of such officers and employees. [Amended October 2020]

h. The Board of Directors shall perform all other duties not inconsistent with these by-laws.

Section 11. The “one person one vote” rule shall apply to voting at any Division meeting; in that, regardless of the number of offices held, only one vote may be cast by any single individual on each issue brought to the floor. [Amended October 2020.

Section 12. All votes cast at the National Convention of the Izaak Walton League of America, Inc. by representatives of the State Division on any issue previously considered at any annual, regular or special meeting of the Division shall be consistent with the majority vote recorded at such meeting. [Amended June 1986, June 2013]

Article VIII - Nominations and Elections

Section 1. A Nominating Committee of at least five (5) members from at least three (3) different chapters shall be appointed by the President at least four (4) months prior to the annual Convention at which elections are to occur. The Nominating Committee shall propose nominations for those officers named in Article VI Sections 1 and 3 of these bylaws. Nominations may be made from the floor during the annual Convention. All nominees shall be members in good standing of the League. [Amended October 2020]

Section 2. The Nominating Committee shall notify the President of each Chapter, at least ninety (90) days prior to the annual Convention, of the offices to be filled and shall solicit the names of candidates which individual chapters desire to be considered for nomination. [Amended October 2020]

Section 3. Nominations from chapters, along with evidence of the consent of the nominees, must be submitted to the Nominating Committee at least thirty (30) days prior to the annual Convention at which the election is to be held. [Amended October 2020]

Section 4. Election of Officers defined in Article VI, Section 1 of these by-laws shall be elected in the odd numbered years beginning in 1987. [Amended October 2020]

Section 5. National Directors shall be elected in accordance with Article 10, Section 2 of the League bylaws. [Amended October 2020]

Section 6. All Officers and National Directors shall be elected to office at the annual Convention by a majority vote of Board of Directors and the chapter delegates. [Amended October 2020]

Article IX - Committees

Section 1. The President shall appoint the following Standing Committees: [Amended October 2020]

a. Conservation Education

b. Finance and Budget

c. Awards

d. Save Our Streams

e. Chesapeake Bay Affairs

f. Investments

Section 2. Standing Committee appointments shall be for two (2) years starting on September 1 each year and subject to reconfirmation after that. [Amended October 2020]

Section 3. Other committees may be appointed by the President or Board of Directors as the need is prescribed by the Board of Directors. [Amended October 2020]

Article X – Income

Section 1. Each member chapter in Maryland shall pay to the Maryland State Division such per capita dues as Article IV Sections 2-5 prescribes and in the manner prescribed.

Section 2. Income for the Division may be derived from sources other than members’ dues. [Amended October 2020]

Article XI - Finance and Accounting

Section 1. The fiscal year of the Maryland State Division of the Izaak Walton League of America shall begin with the first day of January each year. [Amended June 1998]

Section 2. The Board of Directors shall cause to be devised, installed and operated, a suitable budget system for the Division’s affairs.

Section 3. The Board of Directors shall cause to be installed and maintained an efficient system of accounts.

Section 4. All funds of the Division shall be deposited by the Treasurer in the name of the “Maryland State Division of The Izaak Walton League of America, Inc.” in such bank or banks and other depositories as may be designated from time to time by the Board of Directors. [Amended June 2015].

Section 5. All disbursements shall be by check (signed by such persons as the Board of Directors may designate) or electronic payment. [Amended June 2022].

Section 6. An audit shall be made annually by the Finance and Budget Committee and presented to the Division before the next fiscal year and throughout the year as directed by a majority of the Board of Directors. [Amended October 2020]

Section 7. All persons having charge or control of funds of the Division shall give bond as may be required by the Board of Directors, the cost of such bonds to be borne by the Division.

Section 8. All records and books of account of the Division shall be kept in custody of the Treasurer unless otherwise provided by the Board of Directors.

Article XII – Rules [Amended October 2020]

Section 1. The latest edition of Robert’s Rules of Order shall govern all proceedings of the Division and all meetings of the Board of Directors, except as otherwise provided by these by-laws.

Section 2. Rules of conduct by this Division shall conform to those of the Izaak Walton League of America, Inc. as provided in the National bylaws, Article 15, Sections 2 through 9.

Article XIII - Revocation, Dissolution, and Expulsion of Officers [Amended October 2020]

Section 1. In the event of revocation of this Division’s charter by The Izaak Walton League of America, Inc. all the assets of this Division shall be disposed of as provided in Article XVI of the bylaws of the Izaak Walton League of America, Inc.

Section 2. In the event that a chapter shall lose its charter by action of the Izaak Walton League of America, Inc. or shall dissolve by its own volition, all of its assets shall be turned over to the Maryland State Division to be disposed of as provided in Article 16 of the bylaws of The Izaak Walton League of America, Inc.

Section 3. Any member of the Izaak Walton League of America, Inc. in the jurisdiction of the Maryland State Division whose membership is severed shall forfeit all interest in the funds or other property of this Division.

Section 4. Any elected officer or national director of the Maryland State Division may be removed from office by a two-thirds (2/3) vote of the delegates or their alternates present at any annual Convention or special meeting of this Division, following actions as provided in sections (a) through (d) following. No motion to table such matters shall be in order. [Amended October 2020]

a. No action may be taken except upon written charges of neglect of duty or disreputable conduct, signed by at least three (3) members of the Board of Directors, are provided to the Board of Directors.

b. The Board of Directors shall hold a hearing for the accused not sooner than seven (7) days and not later than fourteen (14) days after the Recording Secretary of this Division shall have sent the charges to the accused by Certified Mail with Return Receipt Requested paid by the Division.

c. If at the hearing, the Board of Directors finds that the charges are warranted, written notice must be sent to each delegate to this Division as least thirty (30) days before a Division meeting at which expulsion is to be considered.

d. Following action of the Board of Directors, the accused shall be suspended from office until the delegates take action. Any vacancy so created shall be filled by a special election that shall be held at the meeting at which expulsion is finalized.

Article XIV. Suspension and Expulsion of Chapter members [Added October 2020]

Section 1. Until such time as Article 16.7 of the National bylaws of the League may be amended, the Maryland Division defines a “fair trial” in any matter involving the suspension or expulsion of a chapter member as either: (1) the procedure set out in that chapter’s bylaws governing suspension and expulsion of members; or (2) if the chapter’s bylaws contain no such procedure, a two-thirds (2/3) vote of the chapter’s governing body in favor of suspension or expulsion taken at a meeting of said governing body at which charges against such member are heard. At the hearing, that member may present testimony of witnesses and other evidence relevant to the charges. Failure of the accused member to appear at such hearing, after proper notice, shall forfeit the member’s right of appeal under this Article.

Section 2. Any member suspended or expelled from a chapter may appeal as of right to the Board of Directors and the Division President will provide a written notice of this appeal to the governing body of the chapter. Thereupon, as expeditiously as possible, the Division Board of Directors shall call a special meeting at which meeting the member and a representative of the governing body of the chapter may present testimony or witnesses and other evidence relevant to whether the member’s suspension or expulsion occurred in conformity with procedure allowed under this Article. If the Division Board of Directors determines that the suspension or expulsion occurred in conformity with this procedure, such suspension or expulsion shall become final. Otherwise, the Division Board of Directors shall remand the case to the chapter’s governing body for a hearing in conformity with such procedure.

Section 3. Of special note is that all filings and notices of hearings or appeals will be delivered to all involved parties by United States Postal Service certified mail (return receipt requested) at least ten (10) days prior to the event. [Section added March 2019]

Article XV – Amendments [Amended October 2020]

Section 1. These by-laws may be amended at an annual convention or special meeting called for this purpose by a two-thirds (2/3) majority vote of the Board of Directors present, provided there is a quorum. [Amended June 2013]

Section 2. All proposed amendments to these by-laws must be submitted to the Executive Secretary in writing at least 45 days before an annual convention or special meeting at which the amendments will be considered.

Section 3. The Executive Secretary shall distribute the proposed amendments by mail or electronic means to the chapter Presidents at least thirty (30) days before an annual convention or special meeting at which the amendments will be considered.

Section 4. The Recording Secretary shall distribute copies of the amended by-laws to the member chapters within one hundred (100) days of their approval.

Section 5. A parenthetical phrase shall be added to the end of each amended section indicating the date the amendment was approved.

Adopted: January 27, 1946, Silver Spring, Maryland; Amended: June 1955; Rose Haven, Maryland; June 1961, Easton, Maryland; January 1963, Gaithersburg, Maryland; January 1965, Wheaton; Maryland; July 1966, Frederick, Maryland; July 1967, Silver Spring, Maryland; October 1967, Solomons, Maryland June 1969, Silver Spring, Maryland; June 1978; Silver Spring, Maryland; April 1981, Potomac, Maryland; June 1982, Easton, Maryland; January 1985 at Needwood Mansion, Maryland; June 1986 Easton Maryland; June 1991, Rockville, Maryland; June 1993, St. Michaels, Maryland; June 1998, Easton, Maryland; June 1999, Frederick, Maryland; June 2001, Washington County Chapter, Hagerstown, Maryland; June 2002, Southern Maryland Chapter, Waldorf, Maryland; June 2003, Bethesda-Chevy Chase Chapter, Poolesville, Maryland; June 2007, Bethesda-Chevy Chase Chapter, Poolesville, Maryland; June 2008, Rockville Chapter, Germantown, Maryland; June 2012, Woodmont Chapter, Hancock, Maryland; June 2013, Rockville Chapter, Germantown, Maryland; June 2015, Rockville Chapter, Germantown, Maryland; March 2019, Wildlife Achievement Chapter, Mt. Airy, Maryland; October 2020, Mt. Airy Chapter, Mt. Airy, Maryland; June 2022, Lois Green-Sligo Chapter, Gaithersburg, Maryland