Idaho Wild Sheep Foundation

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Idaho Wild Sheep Foundation Strategic Plan 2010

Renewal of the Charter of The Idaho Wild Sheep

Bylaws

Article I

NAME: This organization shall be known as Idaho Wild Sheep; which is DBA for the Idaho Chapter of the Foundation for North American Wild Sheep.

PURPOSE: The purpose for which the corporation is formed shall be to promote the welfare of Big Horn sheep in Idaho, the adjoining States and in North America. This shall include the advocacy for habitat, disease control, propagation and restoration such that Big Horn Sheep shall be caused to exist for hunting and viewing opportunities; as well as assist the Wild Sheep Foundation a Wyoming not-for-profit corporation, in carrying out, as a chartered affiliate of said Foundation, the objectives of said Foundation, namely to promote the management of, and to safeguard against the extinction of, all species of wild sheep native lo the Continent of North America, according to the principles, policies, standards and procedures as set forth by said Foundation from time-to-time.

Article II

MEMBERSHIP:

Section I – Eligibility

Membership is open to all persons.

Section II  – Active Membership

Active voting members shall be those who have paid organizational dues. All active members are entitled to all privileges of the Foundation including voting rights, receipt of publications and the right to hold elected or appointed office in accordance with the By-laws.

Membership of any member, including Board Members, maybe revoked at any time by a simple Majority vote by the Board of Directors to preserve the reputation and status of the Chapter.

Section III – Membership Year

The membership year shall be from the annual banquet of each year to the annual banquet of the following year. Any member who is in default in the payment of dues shall be deemed delinquent and dropped from active voting membership. In the event of no annual banquet, the membership year shall end on March 31.

Article III

OFFICERS:

Section I – Officers

The Officers of the Foundation shall be President, President Elect/Vice President, Secretary, and Treasurer, and Past President. All officers of the Foundation shall serve in a voluntary, non-paid capacity. The Offices of Secretary and Treasurer may be held by Associate Director, in which case they shall be considered non-voting members of the Board. They shall be required to be member in good standing of the Chapter.

Section II – Election

The President Elect/Vice President, Secretary, and Treasurer shall be nominated and elected by the Directors with requirements set forth in the rules governing the Nominations and Elections Committee and Procedures.

Section III – Terms of Office

Beyond the charter year (1985), the President, President-Elect/Vice-President, Secretary and Treasurer shall serve terms of three (3) membership years. At the end of three (3) years, the Officer position shall be vacated and elections made for the succeeding three year period. The President shall not be eligible to serve more than two (2) consecutive terms. President Elect/Vice President shall become President and a new President Elect/Vice President, Secretary I and Treasurer shall be nominated and elected by the Directors.

The sitting President (2009) will serve under the existing By-Laws and so must run for reelection to the Office in 2010. If a reelection is desired and successful it will count as the second term of Office.

Section IV – Powers and Duties of the President

The President shall preside at all meetings of the Foundation and perform the duties which are usually prescribed for the chief officer of such an Association, as well as the duties which are defined by these By-Laws. The President shall be a member of the Board of Directors and all committees of the Association, and shall serve as Chairperson of the Board of Directors. The President shall appoint the chairperson of all committees of the Foundation and fill all vacancies except as otherwise provided in these By-Laws. All appointments to Chair Positions will be submitted to the Board of director for ratification by a Simple Majority Vote. The program of the annual meeting shall be prepared under the President’s direction. The President shall vote only to break a tie.

The President shall not serve more than two (2) consecutive three year (3) Terms.

Section V – Powers and Duties of the President Elect/Vice President

The President Elect/Vice President shall be the presiding officer in the absence of the President. The President Elect/Vice President shall serve as a voting member of the Board of Directors. In the event of vacancy in the office of President, the President Elect/Vice President shall become the President, assume the duties of the office and serve the balance of the term. This term so served shall not count as an elected term as President.

Section VI – Powers and Duties of the Secretary

The Secretary shall be a voting member of the Board of Directors or an Associate Director. The Secretary shall be responsible for the Board minutes, Board correspondence and any legal transactions required of this office. The term of office shall only be limited by the provisions found within the Chapter By-Laws.

Section VII – Powers and Duties of the Treasurer

The Treasurer shall be a voting member of the Board of Directors or an Associate Director. The Treasurer shall receive and be responsible for the safekeeping and accounting of the funds of the Foundation. The Treasurer shall make quarterly and an annual financial reports to the Board of Directors and such other financial reports as may be required. An Annual Financial Summary Report shall also be prepared for distribution at the Annual Banquet Event and it shall be subsequently published in the next issue of the Chapter Publication. All monies of the Foundation Chapter shall be deposited only into the Foundation Chapter’s banking accounts.

The term of office shall only be limited by the provisions found within the Chapter By-Laws

Article IV

Section I – Composition

The Board of Directors shall consist of all elected officers (President, President Elect/Vice President, Immediate Past President and Secretary and Treasurer if elected members of the Board) and twelve (12) Directors elected at large from the membership. If the Secretary and/or Treasurer Office position is held by an Associate Director(s) then the number of allowable Directors shall be increased by the corresponding number.

  • A quorum shall consist of a simple majority of the duly elected voting members of the Board of Directors.
  • An affirmative vote of a simple majority of those present shall be required to pass a motion.
  • No more than three (3) directors shall serve on the Board with fifty percent (50%) or more of their income derived from the same occupation.
  • The Offices of Secretary and Treasurer may be held by Associate Director(s).
  • Voting rights reside only with Board Members.

Section II – Election and Term of the Board of Directors

Board of Directors

Each Director shall be elected for a term of three (3) years.

No Board Members shall serve more than three (3) consecutive terms (nine years total) as a full Board Member. Full election rights will be re-established after the passing of one (1) election term of three (3) years.

Associate Board of Directors

The Board of Directors shall appoint persons of specific skills and experience to the office of Associate Board of Directors by a simple Majority vote.

Associate Board of Directors will be recruited to assist in the general and specific operations of the Chapter. They will provide special assistance to the Board in general and to individual committees based on the requirements established by the Chairperson. The Associate will function in an advisory capacity and have no voting rights beyond those extended elsewhere in the Chapter By-Laws.

All Associate Directors will be considered for Reappointment by the Board on an Annual basis to coincide with the seating of new Board of Directors.

Section III – Meetings

The Board of Directors shall meet, as necessary, throughout the year. Due notice of the Business Meeting shall be given at least five (5) days in advance of the meeting date. The President shall be responsible for scheduling the necessary meetings, their dates, time and place. The Board shall be empowered to enact rules and procedures governing the conduct of its meetings. Upon the establishment of the newly elected officers and Board members, the President shall determine a time and place for a meeting between incoming officers and Board members and existing officers and Board members to discuss policies, procedures and plans of the Foundation.

There shall be a minimum of four (4) Business Board Meetings each Fiscal Year.

Section IV – Powers and Duties of the Board of Directors

    • The Board of Directors shall formulate and implement the policies of the Foundation. The Board of Director may solicit, as needed, appropriate clerical assistance.
    • It shall be the responsibility of the Board of Directors to initiate the replacement procedures for officers.
    • In the event of a vacant position on the Board, the President shall appoint a replacement with the approval of the Board. If a Board member has shown two (2) consecutive unexcused absences, the President shall initiate a discussion of a possible vacancy.
    • Members appointed as a result of a vacancy shall serve until the end of the vacated term.
    • The Board of Director shall have the right to withdraw the privilege of membership from any member of the Idaho Chapter of the Wild Sheep Foundation by a majority vote.
    • Members of the Board shall only represent the Board of Directors or the membership in general (ID WSF) in any official capacity when they have been designated by the Board to do so. This may be accomplished as a designee of a Committee Chair or by a simple Majority vote.

Section V Reports and Recommendations
The Board of Directors shall establish policies governing the publications of reports and proceedings of the Foundation. It shall receive, consider and publish the annual reports of the Foundation Secretary, Treasurer, and the committees. It shall establish general business procedures of governance such that operational uniformity shall exist for members of the Board and the membership in general.

Article V

ANNUAL BUSINESS MEETING:

Section I – Time and Place

There shall be an annual meeting of the Foundation at the time and place to be determined by the Board of Directors, provided, however, that they shall select only those places where it is possible to provide accommodations and seating at the meetings.

Section II – Participants

The annual meeting of the Foundation shall be open to the total membership of the Foundation.

Section III – Agenda

The Agenda shall be prepared under the direction of the President of the Foundation in accordance with Article X of these By-Laws.

Section IV – Voting Procedures

The Board of Directors shall select and cast ballots for the officers of the Foundation for the forthcoming year. The general membership shall vote for the Directors.

Article VI

NOMINATIONS AND ELECTIONS COMMITIEE PROCEDURES:

Section I – Committee

The Nominating Committee shall be appointed by the Board of Directors.

Section II – Duties

  • The committee shall be responsible for the conduct of the election of the officers and members of the Board of Directors.
  • This committee is charged with the responsibility of considering all active members when selecting the slate of nominees.
  • This committee shall nominate at least one (1) candidate for each office to be filled and for each open Director’s position. It shall be the duty of this committee to present each candidate’s name to the Board of Directors.
  • The existing Board of Directors shall cast their ballots at the Annual Business Meeting for the election of the Officers or by ballot no later than 120 days following the Annual Business Meeting.
  • The committee shall prepare a ballot for the general membership to vote for the Directors. The ballot shall be mailed or may be included in the next newsletter to the membership. All ballots returned within fourteen (14) days of the mailing shall be counted at the next meeting of the Board of Directors.
  • It shall be the sole decision of the nominating committee to determine the validity of a questionable ballot. Ballots postmarked or submitted after the fourteen (14) day election period shall not be valid.
  • This committee shall function as the Committee on Elections reporting the results of the election.
  • The election shall be held prior to the end of each membership year (March 31st).
Article VII

COMMITTEES:

The establishment of committees shall be the responsibility of the President with the approval of the Board of Directors.

  • Each Committee shall be chaired by a Board Member.
  • Each Chair shall act with the full authority of the Board and speak for the Board.
  • Each Chair shall give regular reports to the Board such that Board Members are sufficiently informed to be able to offer informed council.
  • Each Chair is expected to assemble a committee of support such that the objective of the Committee, as directed by the full Board, can be met.
  • A Committee may be composed of any number of members and consist of Elected Board members and non elected members. It is recommended that where feasible that Committee member be members of good standing of Idaho Chapter of the Wild Sheep Foundation.
  • The Chair is responsible for the structure and actions of the committee and is expected to lead in such a manner that the stated purpose and objectives of the Chapter are not compromised.
  • A Chair position shall exist as long as a Simple Majority of Elected Board Members is in favor of its continuance. The Leader of any committee may be replaced by a Simple Majority Vote of the Board.
Article VIII

FINANCE:

Section I – Fiscal Year

The fiscal year for the Foundation shall be March 1st through February 28th (29th).

Section II – General Fund

The general fund of the Foundation shall consist of the income from the receipt of dues from members, interest on bank deposits, fees and any other funds received by gift, bequest, grant, transfer, and fund-raising. Fiscal policies and procedures not otherwise provided for in these By-Laws may be adopted by the Board of Directors.

All loans to the Foundation must be approved by the general membership by two­ thirds (2/3) majority.

Section III – Receipts and Disbursements -General Funds

All money paid to the general fund of the Foundation shall be turned over to the Treasurer who shall hold said money in safekeeping. Money shall be distributed by check or other written order by the Treasurer. The Board of Directors may require countersigned checks or special accounts that require countersigned checks. All bank accounts must have two signers on the accounts. The President shall appoint another Officer or Director to examine the monthly bank statements and checks written in order to safeguard the organization’s funds. The President may request that the monthly bank statements along with checks and deposits, be presented for review at any or all Board meetings.

The Treasurer cannot issue blank checks or signed blank checks under any circumstances. The Treasurer cannot issue checks to himself/herself and cannot use the organization’s funds for his/her personal obligations.

No Board of Director can approve their own reimbursement for expenses.

All reimbursements require written receipts and Board of Directors can not incur expenses or obligate the chapter financially above $200.00 without prior explicit Board approval.

The Banquet Budget approved by the Board will be considered as being administered by the Banquet Chair. As such the Chair will approve documented expenditures for the administration of the Banquet Event. Chairs will be expected to approve Budgeted funds and expenditures to facilitate the functioning of their Board appointed purpose. All expenditures will be reported to the Board at scheduled Business Meetings. No personal expenses will reimbursed through this mechanism.

Section IV – Auditing Committee

Auditing Committee shall be appointed by the Board of Directors and the audit shall be completed no later than thirty (30) days after the end of the fiscal year.

Section V – Financial Reports

An annual report of the Foundation’s financial status, including income and expenditures for the fiscal year, shall be prepared under the direction of the Treasurer. An annual audit of the funds of the Foundation shall be made by the auditing committee, whose finding shall be transmitted to the Board of Directors for review and approval. An Annual Financial Summary Report shall be prepared for distribution at the Annual Banquet/ Chapter Meeting and it shall be subsequently published in the next issue of the Chapter publication.

Article IX

DUES:

Section I – Payment

Dues shall be sent to the Treasurer who shall hold the said monies in safekeeping.

Section II – Membership

Lifetime membership and Annual dues shall be set by the Board of Directors. Charter members may not exceed the original total of twenty-eight (28) members. Only members who are in good standing shall hold voting rights.

Persons shall be over the age of eighteen (18) years to be eligible to vote.

Article X

STANDING RULES AI\D PARLIAMENTARY PROCEDURE:

Section I – Standing Rules

Supplementary rules and regulations may be adopted by the membership at large and shall be designated as Standing Rules. These shall include standing rules governing the Annual Business Meeting, which may be supplemented by rules for a particular annual meeting adopted by the membership at large at such a meeting.

Section II – Parliamentary Procedure

Robert’s Rules of Order, Revised, shall be the authority governing all matters of procedure not otherwise provided by these By-Laws.

Article XI

AMENDMENTS:

Section I

These By-Laws may be amended at the Annual Business Meeting by a two-thirds (2/3) vote of the attending members eligible to vote at the Annual Business Meeting, provided the proposed amendment has been published and distributed by the Board of Directors to the membership at least fifteen (15) days prior to the Annual Business Meeting.

Section II

Amendment(s) to the By-Laws may be considered at the Annual Business Meeting without previous publication providing there is a consent consensus of the simple majority of members present at the Annual Business Meeting. Amendment(s) must then receive the approval of two-thirds (2/3) vote of the members voting at the Annual Business Meeting.

Section III

These By-Laws may be amended by a majority vote of those members voting on a mailed ballot. The amendment(s) shall be published and distributed by the Board of Directors to the membership at least fourteen (14) days prior to the final date for balloting. Individual ballots shall be distributed to the membership at least fourteen (14) days prior to the final date for balloting.

Section IV

Such By-Law revision (Section I and Section III of Article XI) shall be initiated by the Board of Directors or by the petition of one-sixth (1/6) of the membership as recorded at the time of the previous Annual Business Meeting.

Section V

The By-Laws may be amended by a seventy five percent (75%) vote of the Board of Directors. Any such change in the By-Laws must be conveyed to the membership with in fourteen (30) days of the vote to be considered enacted.

Section VI

Any Officer or Director may be removed from Office by a majority vote of the Board of Directors.

Section VII

Article VI, Section II, paragraph (B) of the bylaws is hereby amended with the following addition: The Board of Directions shall select and review each member candidate for consideration and placement on the ballot. The Board of Directors shall then vote on each candidate for inclusion on the ballot. A simple majority vote will place the nominee on the ballot.

Article VI, Section II, paragraph (D) of the bylaws is hereby amended to permit the election of directors at the annual banquet.

Amended July, 2009 by vote of the members of the Association.

Idaho Wild Sheep

Our Mission

The Idaho Wild Sheep Foundation is involved in a number of activities, programs and issues dealing with bighorn sheep in the state of Idaho. The money raised during our banquet is used for operations, addressing pertinent bighorn conservation issues working on special projects, fighting political threats and keeping you our supporters informed and engaged. The links in the left margin of our home page highlights a few of the issues and programs IWSF has been involved with recently.

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