Texas B.A.S.S. Nation By-Laws
Revised and Approved May 18th, 2023
ARTICLE I. PURPOSES
Texas B.A.S.S. Nation is a non-profit corporation organized and operated exclusively for enjoying, promoting, preserving and furthering the sport of bass angling. Additional purposes and objectives of the Texas B.A.S.S. Nation are:
(a) To promote involvement of all Texas B.A.S.S. Nation Divisions (Club, Team, Youth, College, and Kayak) in community activities and products for the betterment of mankind; (b) To promote, organize, and conduct fishing activities within each Division/Region; (c) To support local, regional, and state fisheries through participation and involvement in conservation and environmental projects in Texas; and (d) To promote the practice of highest standards of sportsmanship at all Texas B.A.S.S. Nation events.
ARTICLE II. MEMBERS
Section 1. Member. In order to be a member (hereinafter referred to individually as a “Member” and collectively as “Members”) of the Texas B.A.S.S. Nation an individual: (1) must be a member of the B.A.S.S. and (2) must pay all applicable B.A.S.S. Nation and Texas B.A.S.S. Nation dues and fees. A Member may belong up to as many as three (3) Texas B.A.S.S. Nation Clubs and up to four (4) Texas B.A.S.S. Nation Divisions. Club members must declare a home/parent Club to the B.A.S.S. Nation and the Texas B.A.S.S. Nation. A member may not exceed more than three (3) Clubs within the B.A.S.S. Nation or the Texas B.A.S.S. Nation. A member belonging to more than one (1) Club, or Division, must pay Club dues for all Clubs to which he/she is a member, but need pay only one (1) set of B.A.S.S. Nation and Texas B.A.S.S. Nation dues. DEFINITION: Texas B.A.S.S. Nation Division: The Texas B.A.S.S. Nation is broken down into five Divisions; Club, Team, Youth, College, and Kayak.
Section 2. Affiliated Clubs: In order to be an affiliated Club of Texas B.A.S.S. Nation, a bass Club: (1) must be comprised of a majority of individuals domiciled in the State of Texas; (2) must comply with membership requirements established by B.A.S.S.; and (3) must receive approval of its By-Laws by B.A.S.S. and the Texas B.A.S.S. Nation and pay all applicable dues and fees.
(a) For purposes of this Section 2 of the By-Laws, a Club affiliated with the Texas B.A.S.S. Nation must have six (6) members that maintain individual memberships with B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation.
Section 3. Non-Discrimination. There shall be no discrimination in membership of or participation in the activities of the Texas B.A.S.S. Nation due to race, creed, color, national origin or sex, sexual orientation, or gender identification. Additionally, there will be no discrimination based on whether or not a member owns or operates a boat.
ARTICLE III. BOARD OF DIRECTORS
Section 1. Eligibility. A Texas B.A.S.S. Nation Board of Director must be a member in good standing with B.A.S.S., the B.A.S.S. Nation, the Texas B.A.S.S. Nation and a Texas B.A.S.S. Nation affiliated Club.
Section 2. General Powers. The Board of Directors shall manage the affairs of the Texas B.A.S.S. Nation. The Board of Directors shall exercise all general powers conferred by the laws of the State of Texas and shall have such additional powers and duties specifically provided by the Articles of Incorporation and by these Bylaws. These powers shall include the authority to authorize contracts, incur liabilities, expend funds, and attend to such other matters as the Board of Directors may determine.
Section 3. General Duties – The Board of Directors shall; (1) provide overall direction and support of the Texas B.A.S.S. Nation; (2) ensure that the Texas B.A.S.S. Nation is operating strictly in accordance with its Articles of Incorporation and By-Laws; (3) provide oversight and approval of all decisions made at the Division level; (4) work in collaboration with each Division to provide a State Championship Tournament for its members.
Section 4. Specific Powers – In addition to the general powers enumerated in this Section, the BOD shall have specific power to:
(a) Discipline – Discipline any Club, which does not follow the guidance set forth in these By-laws to include a recommendation to B.A.S.S. Nation headquarters that the charter of said Club be revoked.
(b) Remove from Office – The Board of Directors shall have the right at any time to remove, or replace, any Division Director, Region Director, or appointed BOD Officer for cause by majority vote of all the Board of Directors whenever, in its judgment, the Board of Directors considers such action to be in the best interests of the Texas B.A.S.S. Nation. Cause shall be construed to include failure to attend scheduled meetings.
Section 5. Additional Powers – The Board of Directors shall have the right to; (1) Supervise the election of a Division, or Region Director, when requested by the majority of the Regions members; (2) Amend or alter these By-Laws; (3) Require and receive reports in writing from each Division or Region Director regarding activities within the Division or Region; (4) Determine eligibility for the State Championship Tournaments for all Divisions; (5) Establish, or redefine, the Regions and number thereof; (6) Establish applicable dues for all Texas B.A.S.S. Nation Divisions and members.
Section 6. Make-Up of the Board of Directors – The Board of Directors shall consist of the State President, Vice-President, Secretary, Treasurer, Conservation Director, IT Director, Sponsorship Director, State Championship Tournament Coordinator, and each of the five (5) Division Directors. The number of Directors may be increased or decreased by an amendment to these By-Laws.
Section 7. Elected Board Members –
(a) State President – The State President shall be elected into office by majority vote of the Division Directors who represent the general membership of the Texas B.A.S.S. Nation. Each Division Director shall have one (1) vote. In the event of a tie, the out-going State President will cast the deciding vote. The State President shall be elected at the Board of Directors meeting held in the third quarter of the calendar year. At that time, such person will be known as the President-Elect. The President-Elect shall take office on January 1 of the year following the election. The out-going State President will remain as a non-voting member and advisor to the Board of Directors for a period of one (1) year following the end of his/her term of office if they so choose.
(1) Eligibility – A Texas B.A.S.S. Nation State President must; (1) be a member in good standing with B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation; (2) must have served a minimum of one (1) two-year term as either a Division Director, Region Director, or as an appointed member of the Texas B.A.S.S. Board of Directors.
(b) Division Directors – Each Division Director shall be elected into office by majority vote of the Region Directors in their respective Division. These Region Directors represent the general membership of the Texas B.A.S.S. Nation. Each Region Director shall have one (1) vote. In the event of a tie, the sitting State President will cast the deciding vote.
(1) Eligibility – A Texas B.A.S.S. Nation Division Director must; (1) be a member in good standing with B.A.S.S., the B.A.S.S. Nation, the Texas B.A.S.S. Nation, and a Texas B.A.S.S. Nation affiliated Club; (2) must have served a minimum of one (1) two-year term as a Regional Director in the Division in which they are seeking election, or as an appointed member of the Texas B.A.S.S. Nation Board of Directors.
(2) General Duties – General Duties of a Division Director shall include; (1) provide overall direction and support of their respective Division; (2) be responsible for the growth and development of their Division; (3) act as a liaison between their respective Division and the Texas B.A.S.S. Nation Board of Directors.
(3) Specific Duties – Specific duties of a Division Director shall include; (1) provide oversight and guidance of their respective Division; (2) present all decisions made at the Divisional level to the Board of Directors for oversight and approval; (3) work in collaboration with the Texas B.A.S.S. Nation Board of Directors to provide a State Championship Tournament for the members of their respective Divisions.
(4) Additional Duties – Additional duties of the Division Director shall include; (1) organizing quarterly meetings of the Region Directors in their respective Division (meetings may be in-person or via Zoom); (2) provide meeting minutes to include a quarterly financial report to the Board of Directors as requested; (3) be responsible for forming Division committees as needed; (4) invite and encourage other bass clubs to affiliate with B.A.S.S., the B.A.S.S. Nation, and the Texas B.A.S.S. Nation.
(5) Election of Division Directors – Each Region will hold an election for their Division Director. Each Region Director within their respective Division shall have one (1) vote. In the event of a tie, the sitting State President will cast the deciding vote. Division Directors will be elected between the months of October and December of even numbered years. The Division Director will take office on January 1 of the following year and serve a two-year term. In the event of a Division Director vacancy prior to the end of a term, a special election to fill the vacancy shall be held by the Regions. If the Regions do not hold an election within thirty (30) days after the vacancy, the State President shall appoint a Division Director who shall serve the remainder of the unexpired term for that Division. A Division Director may be removed by a majority vote of the Regional Directors within that specific Division if it is determined that the Division Director has consistently failed to represent the Division. Removal of the Division Director must have approval from the State BOD, prior to removal. A replacement must be found and approved by the State BOD within forty-five (45) days of the Division Director removal.
(c) Region Directors – Each Region Director shall be elected into office by majority vote of the Club Presidents in their respective Regions. The Club Presidents represent the general membership of the Texas B.A.S.S. Nation. Each Club President shall have one (1) vote. In the event of a tie, the Division Director will cast the deciding vote. Region Directors vote only on matters pertaining to their respective Division.
Exception – The Team Division has no Clubs, or Club Presidents, to vote in their Region Directors. Therefore, the Team Division Director will nominate candidates for the positions of Region Directors. Those nominees shall be elected into office by majority vote of all other Team Regional Directors. Each Region Director shall have one (1) vote. In the event of a tie, the Team Division Director will cast the deciding vote.
(1) Eligibility – A Texas B.A.S.S. Nation Region Director must be a member in good standing with B.A.S.S., the B.A.S.S. Nation, the Texas B.A.S.S. Nation, and a Texas B.A.S.S. Nation affiliated Club.
(2) General Duties – General duties of a Region Director shall include; (1) provide overall direction and support of their respective Region; (2) be responsible for the growth and development of their Region; (3) act as a liaison between their respective region and the Division Director.
(3) Specific Duties – Specific duties of a Region Director include; (1) be responsible for planning, organizing, and conducting a Regional tournament schedule within their Region with entry fees sufficient to cover expenses; (2) conduct a Regional Championship Tournament within their Region for selection of anglers to advance to the next level of competition.
Exception: The Team Division does not conduct Region Championship tournaments.
(4) Additional Duties – Additional duties of a Region Director include; (1) be responsible for collecting membership rosters and list of officers from each Club President in their Region and furnish those lists to the State Secretary; (2) establishing a Region checking account (under the state 501c3) in the specific name of their Region (example: TBN – Northwest Region) for tournament payouts and general administrative costs; (3) make available all Club applications for affiliation with the B.A.S.S. Nation and the Texas B.A.S.S. Nation.
(5) Election of Region Directors – Each Region will hold an election of their Region Director. Each Club President within their respective Region will have one (1) vote. In the case of a tie, the Division Director will cast the deciding vote. Region Directors for the Southeast and Northwest Regions shall be elected in the even number years. Region Directors for the South, Northeast, and North Central Regions shall be elected in the odd number years. An election for Region Directors shall take place between the months of October through December. The elected Region Director will take office on January 1 of the following year and serve a two-year term. There shall be no runoff elections; a nominee receiving the highest number of votes shall be the Region Director. In the event of a Region Director vacancy prior to the end of a term, a special election to fill the vacancy shall be held by the Region. If the Region does not hold an election within thirty (30) days after the vacancy, the Texas B.A.S.S. Nation State President, in consultation with the Division Director, shall appoint a Region Director who shall serve the remainder of the unexpired term for that Region. Each Region has the authority to remove a Region Director, if by majority vote of the Club Presidents within the Region, it is determined that the Region Director has consistently failed to represent the Region. Removal of the Region Director must have approval from the State BOD, prior to removal. A replacement must be found and approved by the State BOD within forty-five (45) days of the Region Director removal.
Section 8. Appointed Board of Directors Members (Officers) – The State President shall have the authority to appoint the following board positions: Vice-President, Secretary, Treasurer, Conservation Director, IT Director, and Sponsorship Director. The voting members of the Board of Directors (Division Directors) will vote on approval of these appointed positions.
Section 9. Voting Privileges – At all meetings of the Texas B.A.S.S. Nation Board of Directors, each Division Director shall have one (1) vote. The State President will only vote in the event of a tie. Voting privileges will only be extended to Board of Directors members elected by the general membership of the Texas B.A.S.S. Nation. Appointed Board of Directors members (Officers) shall not be granted voting privileges.
ARTICLE IV. SPECIFIC DUTIES OF THE STATE PRESIDENT AND OFFICERS
Section 1. Duties –
(a) President – The President shall conduct the affairs of the Texas B.A.S.S. Nation in a manner designed to fulfill the objectives and plans determined by the Board of Directors. The President shall plan, recommend, and implement all necessary administrative duties of the Texas B.A.S.S. Nation. In addition, the President shall:
(1) Schedule annual, regular, and special meetings of the Board of Directors; (2) Ensure that elections are duly called, noticed, and held; (3) Direct and oversee all official business of the Texas B.A.S.S. Nation; (4) Act as the official representative of the Texas B.A.S.S. Nation; and (5) Act as the liaison between the Texas B.A.S.S. Nation, B.A.S.S. Nation, and B.A.S.S. and any other interest pertaining to the Texas B.A.S.S. Nation.
(b) Vice-President – The Vice-President shall serve only as requested by the President or as directed by the Board of Directors for a period of two (2) years. The Vice President shall also serve as the Tournament Director for the Club State Championship Tournament. In addition, the Vice President shall:
(1) Perform the duties of the Office of the President in his/her absence or inability for the remainder of the President’s term or until the President is able to perform the duties of the office; (2) Assist the President as directed; and (3) Coordinate tournament planning for the Texas B.A.S.S. Nation Club State Championship Tournament.
(c) Treasurer – The Treasurer shall serve only as requested by the President or as directed by the Board of Directors for a period of two (2) years. In addition, the Treasurer shall:
(1) Collect and disburse all monies of the Texas B.A.S.S. Nation as directed by the Board of Directors or in accordance with approved budgets; (2) Keep a record of all receipts and disbursements sufficient to allow preparation of a financial statement in accordance with generally accepted accounting principles and procedures; (3) Furnish the Board of Directors with a complete financial report including bank account statement(s) at each regular meeting; (4) Furnish an annual financial statement within twenty (20) days of the end of each calendar year; and (5) Pay all bills incurred by a duly appointed and organized committee so long as the Board of Directors has approved the committee budget and so long as the expenses and income are within the limits of the approved budget. In the event the Treasurer believes that discrepancies or excess funds exist, the Treasurer shall immediately notify the President and Board of Directors in writing of such event.
(d) Secretary – The Secretary shall serve only as requested by the President or as directed by the Board of Directors for a period of two (2) years. In addition, the Secretary shall:
(1) Keep a highly accurate and detailed record of the proceedings and minutes of all meetings of the Board of Directors; (2) Maintain a current roster of the Board of Directors and maintain a record of attendance of Board of Directors at meetings; (3) Coordinate and draft submissions and correspondence to B.A.S.S. and other groups; and (4) Collect from each Region news clippings, pictures, letters, and any and all information possible to compile and submit a portfolio for each year to B.A.S.S. Awards Program.
(e) Conservation Director – The Conservation Director shall serve only as requested by the President or as directed by the Board of Directors for a period of two (2) years. In addition, the Conservation Director shall:
(1) Provide support to Texas B.A.S.S. Nation (TBN) clubs, their Region Directors, the TBN Board of Directors/Officers, and the TBN Divisions on conservation-related projects or initiatives across Texas; (2) collaborate with TBN membership, the Texas Parks and Wildlife Department (TPWD), reservoir controlling authorities, and other partners that fulfill the conservation priorities identified in the TBN operating policies and procedures document; (3) may represent the TBN membership on panels, committees, or focus groups that serve to protect fish habitat, public access, or provide input to the TPWD on their fisheries management decisions; (4) network with other State Conservation Directors and the B.A.S.S. National Conservation Director to inform or support ongoing TBN conservation projects, or initiatives, and identify new potential projects for the TBN; (5) seek new funding and grant opportunities that would further TBN conservation projects or initiatives; (6) may provide public testimony to the TPWD commission, other governmental agencies, or the Texas Legislature on conservation-related issues, regulations, or bills that are important to the TBN membership and freshwater fishing; (7) regularly report to the TBN Board of Directors/Officers on progress made on conservation-related projects, actions, or initiatives supported by the TBN.
(f) IT Director – The IT Director shall serve only as requested by the President or as directed by the Board of Directors for a period of two (2) years.
(g) Sponsorship Director – The Sponsorship Director shall serve only as requested by the President or as directed by the Board of Directors for a period of two (2) years.
(h) With exception of the Office of the President, a joint office may be held and operated by an individual in order to carry out the role of such office.
ARTICLE V. ADDITIONAL DUTIES OF THE BOARD OF DIRECTORS
Section 1. Annual and Regular Meetings – A meeting of the Board of Directors shall be held at the Texas B.A.S.S. Nation Club State Championship Tournament, at such place as may be determined by a majority of the Board of Directors. Regular meeting of the Board of Directors shall be held each quarter of the calendar year on such dates, at such places, and at such times as shall be coordinated and determined by the President and approved by the Board of Directors. Regular meetings may be held in the form of a conference call or Zoom Meeting in order to facilitate a meeting where not all Directors would be able to otherwise attend. At least one (1) quarterly meeting each year of the Texas B.A.S.S. Nation BOD will be a “face-to-face” meeting. All Officers and Divisions Directors will attend BOD meetings. Issues brought before the BOD will have been discussed and approved by the Directors at their Divisional level. This will allow the Directors of all Divisions to have access to the latest information pertaining to the Texas B.A.S.S. Nation issues and be able to carry this information back to their Regions.
Section 2. Special Meetings. A special meeting of the State Board of Directors may be called by, or at the request of, the State President. Any one (1) Divisional Director may make a request to the State President for a special meeting. The person or persons authorized to call special meetings of the Board of Directors may designate any place, within the State of Texas, as the place for holding any special meeting of the Board of Directors. Special meetings may be held in the form of a conference call in order to facilitate a meeting where not all members of the Board of Directors would be able to otherwise attend.
Section 3. Notice of Annual or Special Meetings. Notice of any annual, regular, or special meetings of the Board of Directors shall be given no less than seven (7) calendar days prior to such meeting by notice. Official notice must be communicated directly by phone or e-mail to each Divisional/Regional Director at his/her phone number or email address as shown by the records of the Texas B.A.S.S. Nation. If notice is communicated by email, Divisional/Regional Directors are required to reply to meeting notice sender to verify receipt of meeting notice. Any Divisional Director may waive notice of any annual, regular or special meetings. The attendance of a Divisional Director at any meeting shall constitute a waiver of notice of such meeting except where a Divisional Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business nor the purpose of any meeting of the Board of Directors need be specified in the notice, unless specifically required by law or by these By-Laws.
Section 4. No Compensation. Texas B.A.S.S. Nation BOD members shall not receive any salary or compensation for their services within the Texas B.A.S.S. Nation. However, Texas B.A.S.S. Nation BOD member may be reimbursed for expenses incurred on behalf of the Texas B.A.S.S. Nation where such expenses are evidenced by receipt or other proper documentation.
Section 5. Informal Action by Board of Directors. Any action required by law to be taken, or which may be taken at a meeting of the Board of Directors, may be taken without any meeting if a consent in writing or electronic communication, setting forth the action so taken, shall be signed by all of the Division Directors.
Section 6. Disqualification. No person who holds any public office for the State of Texas shall be eligible to serve as a member of the Board of Directors, if such relationship might cause such person to be placed in a position of conflict of interest. The BOD will determine if such a conflict of interest exists and will take appropriate action to remedy the situation.
Section 7. Committees: The Board of Directors may designate one or more committees, which will consist of two or more of the Divisional/Regional Directors and any number of individual members of the Texas B.A.S.S. Nation. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it by law. Each committee shall keep regular signed minutes of its meetings and report the same to the Board of Directors when required.
Section 8. Order of Business of Meetings of the Board of Directors. The President shall chair all Board of Director meetings and call them to order with the order of business as follows:
(a) Reading and Approval of Minutes of the Previous Board of Directors Meeting; (b) Reports of Officers, Boards, and Standing Committees; (c)Reports of Special (select or Ad Hoc) Committees; (d)Special Orders; (e)Unfinished Business and General Orders; (f) New Business.
ARTICLE VI. MISCELLANEOUS
Section 1. Operation Prohibitions. The Texas B.A.S.S. Nation, its Board of Directors, Officers and agents, shall not do any act, which shall constitute a basis for denial of tax exemption under applicable laws. In particular:
(a) The Texas B.A.S.S. Nation shall not:
(1) Lend any part of its income of corpus, without receipt of adequate security and a reasonable rate of interest; (2) Pay any compensation, in excess of a reasonable allowance for salaries or other compensation, for personal services actually rendered; (3) Make any part of its services available on a preferential basis; or (4) Engage in any other transaction which results in a substantial diversion of its income of corpus to a person who has made a substantial contribution to the Texas B.A.S.S. Nation, a member of the family of such person, or an entity controlled by such person.
(b) The Texas B.A.S.S. Nation shall not accumulate out of income amounts, which are:
(1) Unreasonable in amount or duration in order to carry out the purpose or function constituting the basis for tax exemption; (2) Used to a substantial degree for purposes or functions other than those constituting the basis for tax exemption; or (3) Invested in such a manner as to jeopardize the carrying out of the purpose or function constituting the basis for tax exemption.
Section 2. Indemnification. The Texas B.A.S.S. Nation shall indemnify every Divisional/Regional Director and Officer of the Texas B.A.S.S. Nation against, and reimburse and advance to every Director and Officer for, all liabilities, costs, and expenses incurred in connection with such directorship or office and any actions taken or omitted in such capacity to the greatest extent of such indemnification, reimbursement, or advance payment.
Section 3. Amendment to Bylaws. These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a majority of the Board of Directors present at any regular meeting, or at any special meeting if at least seven (7) days written notice is given of intention to alter, amend, or repeal or to adopt new By-Laws at such meeting, or by unanimous written consent signed by all of the members of the Board of Directors.
ARTICLE VII. EFFECTIVE DATE
The By-Laws, as written, shall become effective upon their acceptance by the Texas B.A.S.S. Nation Board of Directors. These Bylaws are to replace and supersede any previous Bylaws, and by amended or altered by the Texas B.A.S.S. Nation Board of Directors in accordance with the procedures set forth in these Bylaws.
These By-Laws have been amended and restated in accordance with the procedures set forth in these By-Laws on this date the 18th day of May in the year Two Thousand and Twenty-three.