SECTION ONE

NAME:
The name of the organization shall be Wyoming Outdoorsman d/b/a/ Wyoming Outdoorsmen, hereinafter, referred to as WyO.

MISSION STATEMENT:
Plan for the future of Wyoming’s outdoors by working closely with related entities to improve wildlife habitat and conservation through quality wildlife management programs and to encourage youth and family involvement in our western outdoor heritage.

PURPOSE:
WyO is an organization of Wyoming Sportsmen which consists of a broad–based coalition of members that are:

a. Committed to environmental protection and economic development;

b. Committed to preservation and enhancement of sportsmen’s rights to pursue legal hunting, fishing, trapping, and all outdoor opportunities within the state of Wyoming, the United States of America and wherever applicable;

c. Committed to programs and policies that are consistent with the best interests of the residents of Wyoming for the enhancement and growth of wildlife, habitat and populations in the outdoors;

d. Committed to the preservation of private property rights;

e. Committed to the principle of multiple use of public lands;

f. Committed to maintaining an appropriate balance between predators and all other wildlife.

WyO is established to protect and enhance the outdoor experience in Wyoming and the United States for the improvement of hunting, fishing, trapping and other outdoor experiences. WyO may work with any agency, organization, or group that has similar goals.

FUNDRAISERS:
As a nonprofit corporation, WyO will plan an annual fundraising banquet. Other fundraising efforts may be done throughout the year as deemed necessary by the Board of Directors.

SECTION TWO

MEMBERSHIP:
a. Membership of WyO shall be open to any individual and will offer adult memberships and youth memberships. Youth memberships will be offered to individuals under 18 years of age at the time of purchase.

b. Memberships shall be made up of people dedicated to the WyO mission statement.

c. A member of WyO shall be considered in good standing upon payment of annual dues, subject to item d. of this section;

d. Any Member found to hold or to promote views contrary to the WyO Mission Statement or the WyO Purpose, as listed in Section One of this document, will have their membership revoked by a simple majority vote of a quorum of the Wyo Board of Directors.

DUES:
The Board of Directors may propose an adjustment of annual dues as the need arises. Such a proposal shall be made only at a regularly scheduled meeting of the Board of Directors with approval by a simple majority vote of a quorum of the WyO Board of Directors.

Any WyO member in good standing shall be eligible to vote in the annual election of Director positions following the procedures set forth by the nominating committee. See Section 3, d & e.

MEETINGS:
a. There shall be monthly meetings of the Board of Directors with planned dates to be posted on the WyO website. The membership is encouraged to attend.

b. All WyO business should be conducted at regularly scheduled monthly meetings.

c. Any business that needs immediate attention before the next regularly scheduled monthly meeting may be taken care of electronically or with a special meeting of the Board of Directors. For an electronic vote, the president, or the next highest ranked WyO Officer available, if the President is unavailable, may send out an announcement about the issue via both e–mail and text asking for a motion, second, and then a quorum response (over 50%) of the filled Director positions to respond with a yes or no vote via e–mail or text within 48 hours. The president, or the next highest–ranking officer if the President is unavailable, shall notify the Directors electronically of a pass or fail vote and proceed with the motion as indicated and provide the secretary with the vote responses for the record.

ELECTIONS:
An annual meeting for the election of Directors and Officers shall be held in June.

SECTION THREE

ELECTION OF DIRECTORS:
a. All Directors shall be elected by the WyO General Membership.

b. The Board of Directors shall consist of 15 members in good standing.

c. At least sixty (60) days before the scheduled date for the election of Directors, the president of WyO will appoint three (3) WyO General Members to a nominating committee and designate a chairperson. The members who serve on the Nominating Committee are prohibited from being candidates to the board in that election. WyO Directors who are not seeking election are eligible to serve on the committee. The committee shall canvass the membership for qualified candidates in good standing for the election of directors. Qualified candidates are members with paid up dues who are committed to the WyO “Mission Statement” and “Purpose” as listed in Section One of these By–Laws. Electronic media and other methods may be used for this purpose. The committee will then present a slate of candidates listing names and bios to the membership via electronic media or other means at least fifteen (15) days prior to the June elections’ meeting. This notice must contain the date, time and location of the June meeting that includes the election of Directors.

d. The election of directors and officers, along with the subsequent appointed positions per the WyO Policies, shall be the last items on the agenda following the June business meeting.

e. The nominating committee shall preside over the election process at the June election and will offer the slate of recommended candidates for director positions. They will then call for nominations of members in good standing from the floor. Only members in good standing may nominate candidates. The candidate must either accept or decline the nominations. Nominating an absent member shall only occur with the prior consent of acceptance by the nominee. All nominations, including the slate of recommended candidates must be seconded to be eligible for the election.

f. All candidates nominated from the floor or their representative(s) if they are absent, will be given up to three (3) minutes to describe themselves and why they want the position or provide a written bio. Each director position shall be voted on by all the members present with a written ballot provided by the nominating committee.

g. The nominating committee shall make an accounting of all ballots and report to the membership present immediately after tabulating the election results.

h. The Secretary will record how the election was conducted for the official minutes of the meeting.

i. All new Directors will take their positions on the Board immediately following the June election.

TERMS OF DIRECTORS:
a. There will be no restrictions on how many terms or consecutive terms the Directors may serve.

b. Directors shall be elected to two–year terms. The terms of the Directors shall be staggered so that 7 Director positions are up for election in one year and 8 director positions the following year. The Secretary shall keep the log of which positions are up for election in a given year.

c. Any director may be removed from the position by an affirmative vote of 80% of all filled director positions at any regularly scheduled meeting. The Director must be given 10 days written notice in advance of this action listing the meeting date, time and location.

d. If a director should resign or be removed, the Board of Directors may appoint a member in good standing to complete the term of the vacated director position. The appointment must be confirmed by a majority vote of a quorum of directors.

e. All Directors MUST pay their yearly dues by the annual banquet date. If a director fails to pay their dues prior to the annual banquet date their term of Directorship terminates immediately. If that person pays their annual dues at a later date and becomes a Member in Good Standing they then are eligible for either re–appointment or election as a Director.

DUTIES OF DIRECTORS:
a. Attend monthly Board meetings or follow proxy procedure described below:

Any Director unable to attend the regularly scheduled meeting may give their vote via proxy to another Director either in writing or by email or text. The proxy notice must also be sent to the Secretary at Wyomingoutdoorsmen@gmail.com “for the record” stipulating which Director holds the proxy vote, which meeting it is for and any limitations placed on its use.

b. Contribute to the annual fundraiser banquet efforts and /or other WyO activities with their time or talent. 

c. Create, modify and maintain WyO’s Bylaws, Amendments, Policies and Procedures.

d. Implement and promote the “Mission Statement” and “Purpose” of WyO as stated in Section One of these By–Laws.

e. Directors will not be paid for their duties. Directors may be reimbursed for their expenses with a receipt and as approved by the WyO Board of Directors.

Election of Officers:
a. All directors shall be eligible for election to all offices.

b. All Officers shall be elected by a simple majority of the Board of Directors immediately following the Director elections. There must be a Quorum of Directors present to hold the officer elections in June. If a quorum of Directors is not present at the June Board Meeting the present officers will continue to hold their office until a quorum is present at a future WyO business Meeting during which the officer election will be held.

c. The elected offices of the Board shall consist of President, Vice–President, Secretary and Treasurer.

d. The officer positions shall rank in authority/ temporary replacement sequence as follows; President, Vice–President, Secretary and Treasurer.

e. Nominations will be called for from the floor for each position, must be accepted by the nominee and must receive a second. If the position is uncontested a vote will be called for. If there is more than one candidate nominated for an office, voting will be by a roll call vote by all directors present. Officers will take their respective roles immediately following the June election.

f. Officers will not be paid for their duties.

Terms of Officers:
a. There will be no restrictions on how many terms or consecutive terms the Officers may serve.

b. Officer’s Terms shall begin at the conclusion of the June Meeting when they are elected and shall run through the following year’s June Board of Director’s Meeting. In effect the term of each Officer shall be one year.

c. Any Officer may be removed from office by an affirmative vote of 80% of the filled Director positions.

d. If any Officer should resign or be removed, an interim election will be held at the next Board of Directors meeting to elect a new officer to complete the term of the vacated Officer position.

Duties of Officers:
President:
a. Shall consult with the treasurer to ensure all needed Corporate Documents to keep WyO in good standing with both Wyoming and Federal laws are kept up to date, including but not limited to, the Articles of Incorporation, By–Laws, Policies and the Annual Report to the Wyoming Secretary of State and the annual required Federal Income Tax Return.

b. Calls for and presides over all meetings required to transact business for WyO.

c. Creates all WyO committees with approval of Directors.

d. Is responsible for monitoring the effective performance of committees.

e. Is authorized to appoint delegates to represent WyO at affiliated organizations.

f. Shall be the tie breaking vote.

g. Shall speak and advocate in an official capacity on behalf of WyO on issues discussed and approved at board meetings.

h. Shall seek input from the membership and may seek input from the general public for projects and /or issues related to the WyO mission statement goals and purpose and report to the Board.

i. Shall follow the procedures as listed in the following “SECTION FOUR”, “Conducting Business,” “item c. “as they pertain the maintaining and operating all WyO financial accounts.

j. The President is NOT eligible to vote the proxy of another Director.

Vice–President:
a. Presides and assumes the duties of the president in their absence at any one meeting when required.

b. Shall speak and advocate in an official capacity on behalf of WyO on issues discussed and approved at board meetings.

c. Shall seek input from the membership and general public for projects and/or issues related to our mission statement goals and report to the Board.

d. Shall follow the procedures as listed in the following “SECTION FOUR”, “Conducting Business,” “item c. “as they pertain to the maintaining and operating all WyO financial accounts.

e. If acting as President, the Vice–President is NOT eligible to vote the proxy of another Director.

Secretary:

a. Shall concur with treasurer to ensure all needed Corporate Documents to keep WyO in good standing with both Wyoming and Federal laws are kept up to date, including but not limited to, the Articles of Incorporation, By–Laws, Policies, and the Annual Report to the Wyoming Secretary of State.

b. Shall include the minutes of the prior meeting for review by the Directors at least 5 days before the next scheduled monthly meeting. A printed copy of the most current revision of the previous months minutes must be available for viewing by the Directors at each board meeting

c. Record complete minutes of all WyO Board of Director meetings. For all votes on motions that are not unanimous, provide names of Board members voting against a motion or abstaining from voting on a motion.

d. Send out any business correspondence necessary pertaining to WyO with Board approval only.

e. Any Wyo minutes are available for review by any of its members or nonmembers at any regularly scheduled monthly Board of Directors meeting or upon 15 days written notice with Board approval.

f. Record any proxy voting records from any WyO meeting.

g. Retain records from any electronic voting and attach to the next month’s WyO minutes.

h. The Secretary shall keep the log of which director positions are up for election in any given year and maintain all records of the June elections.

i. If acting as President, the Secretary is NOT eligible to vote the proxy of another Director.

Treasurer:
a. Is custodian of WyO funds and shall maintain all approved accounts as listed in “Section Four” “Conducting Business” of these By–Laws, including but not limited to, the Articles of Incorporation, By–Laws, Policies, and the Annual Report to the Wyoming Secretary of State.

b. The Treasurer shall also keep all account and corporate information updated at all approved financial
institutions.

c. Keeps complete and accurate records of WyO finances.

d. Receives and deposits WyO funds.

e. Disperses funds for regular business expenses in compliance with the Procedures section of the WyO Policies and Procedures.

f. Reports on the state of the treasury at regularly scheduled monthly meetings and at any time requested by the Directors of WyO.

g. Coordinates preparations of all income tax filings and all other documents to retain nonprofit status.

h. Sets up credit card system and phone bid accounts for fundraiser banquet and other transactions as needed.

i. Any detailed financial records of WyO are available for review by any of its members or nonmembers at any regularly scheduled monthly Board of Directors meetings or with 15 days written notice with Board approval.

Quorums:
a. A quorum for conducting WyO business shall consist of the majority (over 50%) of the filled Director positions. All Directors and Officers present at a meeting, including the president, shall count toward meeting the quorum total with the exception that closely related family members will only count as one (1) Director present for the quorum requirement. However, all Directors retain their vote for the purpose of voting on motions. Closely related family members will consist of spouses, siblings and parent son/daughter combinations. Unless otherwise specified, a successful vote will be a majority (over 50%) of a quorum.

b. Two elected officers must be present in person or electronically for a WyO Board Meeting to be held to conduct official WyO business. If the Secretary is absent or if the Secretary is temporarily performing the duties of the President, as described in the section (”Election of Officers, c. a.”) above, The officers present may appoint another Director to record the meeting’s official minutes.

c. Proxy votes must be considered part of a quorum submitted to the secretary and will be considered unrestricted unless restrictions are listed. If a specific proxy is needed in order for a quorum to be present and if that proxy is restricted to authorize a vote only on a specific subject or subjects, then no other subjects can be officially acted upon as no quorum exists for other subject.

d. Directors may choose to attend monthly Board of Director meetings via electronic media such as telephone, Zoom, Skype or another like electronic media service. Directors attending in this manner will count toward the meeting’s quorum and may vote on motions using the electronic media.

SECTION FOUR

Conducting Business
a. WyO shall operate as a 501c3 with Federal Tax ID number 46–3865415, file an annual Income Tax Report, and maintain all needed Corporate Documents to keep WyO in good standing with both Wyoming and Federal laws including but not limited to the Articles of Incorporation, By–Laws, Policies, and the Annual Report to the Wyoming Secretary of State.

b. WyO is authorized to obtain and maintain the financial accounts that it needs to operate including checking accounts, savings accounts, credit card clearing accounts for monies received via credit card payments, and all debit card accounts. These accounts must be held at a Federally Insured Financial Institution and must be approved by a majority of a quorum at a meeting of the Board of Directors. WyO is NOT authorized to borrow money.

c. All transactions on WyO checking and savings accounts must be administered in the following manner:

i. Checks written on all accounts, with the exception of the WyO Debit Card Checking Account, must be written out by one authorized officer and signed by a different authorized officer as specified by WyO’s Policies and Procedures in effect at the time of the transaction.

ii. The WyO Debit Card Checking Account shall be administered in the manner specified by WyO’s Policies and Procedures in effect at the time of the transaction.

SECTION FIVE

LEGAL PARAMETERS:
a. WyO shall operate within the bounds of its Wyoming Articles of Incorporation.

b. WyO will operate as a 501c(3) nonprofit organization using Federal Tax ID #46–3865415.

c. WyO shall be exempt from state sales tax using RID#274857

d. The fiscal year of WyO shall begin on January 1 and end on December 31 of each year.

AFFILIATES:

a. WyO shall be non–partisan, supporting no political party or its candidates, although, WyO may take issue oriented positions, pro or con, to the positions taken by political parties and their members within constraints of legal parameters.