Article I — OFFICES

The principal office of Outdoor Writers Association of America, Inc. (OWAA) shall be at such place as may be specified by the Board of Directors (the Board).

Article II — Purposes and Powers

2.1 The purposes of OWAA are to improve the professional skills and opportunities of members, set the highest ethical and communications standards, encourage public enjoyment and conservation of natural resources, and mentor the next generation of outdoor communicators.

2.2 OWAA may adopt and change documents such as a Declaration of Principles for OWAA, an OWAA Creed, an OWAA Mission Statement and an OWAA Code of Ethics.

2.3 OWAA shall have all powers granted or allowed to not-for-profit corporations by applicable law.

2.4 OWAA is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the United States Internal Revenue Code, or the corresponding section of any future federal tax code.  No part of the net earnings of OWAA shall inure to the benefit of, or be distributable to its members, trustees, officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in the first sentence of this paragraph.  No substantial part of the activities of OWAA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and OWAA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Despite any other provision of these bylaws, OWAA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article III — Membership

3.1 Classes. There shall be the following classes of membership in OWAA.

Active members meet the requirements for one or more categories of membership under the OWAA Criteria for Membership. Active members may qualify for Senior status with 20 years of Active membership or, if over age 65, with 10 years of Active membership. Active members with Senior status need not continue to meet annual membership requirements.

Associate members are paid for any work in any category listed in the OWAA Criteria for Membership. Associate members may qualify for Senior status with 20 years of Associate membership. Associate members with Senior status need not continue to meet annual membership requirements.

Student members do not qualify or do not choose to enroll as Active or Associate Members and are enrolled in a course of study at the secondary or higher education level.

Life members, granted this status by a unanimous vote by the Board for extraordinary service or by completing a term as President, are not charged annual membership dues.

Honorary members, granted this status by a unanimous vote by the Board, are not charged annual membership dues.

3.2 Categories and Criteria. The Board shall establish different categories in which persons may qualify for Active and Associate membership and shall establish the criteria for each category.  Proposed changes to the OWAA Criteria for Membership must be submitted to the Board in writing at least 30 days before the Board votes on them. Proposed changes to the Criteria for Membership, if approved by a two-thirds vote of the Board, shall take effect immediately.

3.3 Rights. Only Active and Life members shall be entitled to vote or hold office.

3.4 Dues. The Board shall establish dues for each class of membership.

3.5 Application. Application for membership shall be made on a form approved by the Board. Applicants shall agree to be bound by the OWAA Declaration of Principles, the OWAA Creed and the OWAA Code of Ethics, and such agreement shall be stated on the application form. Each application must be signed by the applicant and, except a Student’s, by a sponsor who is an Active or Life member and is not the applicant’s spouse or relative. Student membership applications must be signed by a teacher or educational adviser for the applicant.

3.6 Action on Applications. All applications shall be reviewed promptly by the Executive Director or his or her designee to determine the applicant’s qualification for membership and the correct class of membership for the applicant. If the applicant is determined to be qualified for membership, upon paying the application fee and dues, he or she shall become a member. If the Executive Director is unsure whether an applicant qualifies for membership, he or she shall refer the application to the Board, which shall promptly rule on the applicant’s qualification. Names of new members shall be listed in Outdoors Unlimited and distributed to members by electronic means.

3.7 Grounds for Board Action on Applications and Discipline Matters. The Board may deny an application for membership or discipline a member for any reason, including but not limited to concern about the applicant’s or member’s adherence to professional ethical standards, a history of criminal or disruptive behavior, misstatements in the application, violation of the Code of Ethics, concern about the applicant’s or member’s membership adversely affecting the governance, purposes or goals of OWAA or violation of any national, state, or provincial law or regulation.

3.8 Discipline of Members. Discipline of members, including suspension and expulsion, shall be according to the OWAA Code of Ethics, the preceding paragraph and this paragraph. A complaint about a member shall be submitted to the President or the Executive Director on a form approved by the Board, which shall include a release of liability for OWAA and all those properly involved in investigating and acting upon the complaint, and indemnity against such liability and shall be accompanied by evidence or information to support the complaint. Copies of the complaint and supporting materials shall be provided to the Executive Director and the chair of the Membership Committee. The Membership Committee chair, working with Legal Counsel, shall conduct an investigation, which shall include seeking information from the member who is the subject of the complaint, and shall present the results of the investigation, including any recommendations, to the President. If either the chair or the President believes a violation has occurred and any discipline should be imposed, all information gathered and recommendations made shall be conveyed confidentially to all members of the Board, to the person who made the complaint, and to the member who is the subject of the complaint, who may make an oral or written presentation to the Board at a closed meeting of the Board occurring more than 30 days after the information and recommendations are presented. The Board shall make its own determination of whether a violation has occurred, whether discipline should be imposed and, if so, what discipline should be imposed. If the Board expels a member, it shall determine the length of expulsion. Both the person who submits a complaint and the member who is the subject of the complaint shall be notified of the final action of the Board. All those to whom information about ethics matters comes shall respect the privacy of those involved and shall not disseminate such information unnecessarily. The Board may close Board hearings and discussions of member discipline matters. If the Board imposes discipline on a member or a former member, its findings and the discipline imposed shall be published in Outdoors Unlimited and distributed to members by electronic means. A person who is the subject of a complaint that does not result in discipline may choose to have published in Outdoors Unlimited and distributed to members by electronic means his or her name, the nature of the complaint and the fact that the proceedings were terminated without discipline being imposed. Ethics cases will be continued to resolution even when the member who is the subject of a complaint resigns membership in OWAA.

Article IV — OWAA’s intellectual property and relationships with corporations and agencies

4.1 Use of the OWAA name, logo and all other intellectual property belonging to OWAA shall be regulated by policies of the Board and the OWAA Code of Ethics.

4.2 The OWAA Executive Director may make arrangements with corporations, agencies and others allowing for their access to OWAA members and OWAA members’ access to them, with appropriate financial terms for such arrangements, under guidelines approved by the Board.

Article V — Annual Meeting and Conference

5.1 Annual Meeting. An annual meeting of the members of OWAA shall be held at a place and time selected by the Board or it may be held electronically when determined by the Board. At such meeting Active and Life members shall be entitled to vote upon all matters. A quorum shall be constituted by 25 such members. Unless contrary to these bylaws, Robert’s Rules of Order shall govern the meeting. The annual membership meeting shall be held around mid-year, and it may or may not be held in conjunction with the annual conference, at the discretion of the Board. The purposes of the meeting shall be to transact whatever business may properly come before the meeting and approve actions of the Board occurring since the last membership meeting. Resolutions may be declared out of order if not published in Outdoors Unlimited or distributed to members by electronic means before the meeting. Any matters reserved to the membership for decision may be decided at the membership meeting or by mail or electronic ballot, with passage requiring a majority of the votes cast, but matters decided by mail or electronic ballot must be voted upon by at least a sufficient number of Active and Life members to constitute a quorum for a meeting.

5.2 Annual Conference. An annual conference for the members of OWAA shall be held at a place and time selected by or under the authority of the Board or it may be held electronically when determined by the Board. The purpose of the annual conference shall be to contribute to the education of members and to provide services to meet member needs as determined by the Board.  Additional in-person or virtual conferences for members may be held and conducted as authorized by the Board.

Article VI — Board of Directors

6.1 Powers of the Board. Subject to any limitations imposed by the Articles of Incorporation, these bylaws and any applicable statute concerning actions required to be authorized or approved by the membership, all corporate powers of OWAA shall be exercised by or under the authority of the Board. The Board shall control management of OWAA in accordance with this Article. The Board may appoint an Executive Director, who may or may not be a member of OWAA, and special advisors or counselors such as Medical Counsel, Legal Counsel, Tax Counsel, Investment Counsel, Parliamentarian, Supporter Liaison and Historian. Any special advisors or counselors at the discretion of the Board may attend Board meetings. The Board may delegate such powers as it deems desirable to any Officer, the Executive Committee or any other committee, or any other person.

6.2 Membership, Role, and Training of the Board. The membership of the Board shall consist of nine Directors elected by the membership and the Officers of OWAAThe Board shall require all newly elected Officers and Directors to participate in training, and shall require each new Officer, Director, and Executive Director to review and accept a conflict of interest policy approved by the Board.

6.3 Methods of Conducting Board Business. The Board shall hold at least four regular meetings each year, at times and places selected by the Board or the President.  At a meeting held after the annual election of Directors, the newly elected Directors shall take office, and at that meeting any new Officers required shall be elected by the Board.  Meetings of the Board may also be set by the Board or called by five members of the Board giving notice of calling such a meeting.  The Secretary, the President, and the Executive Director shall make reasonable efforts to give as much advance notice as possible to all Board members of each upcoming meeting, no matter how or by whom it is set or called.  Eight members of the Board, including the officer presiding, shall constitute a quorum. A simple majority of the Board members voting at a meeting at which a quorum is present shall be sufficient to approve any issue coming before the Board unless these bylaws or applicable law requires otherwise. The officer presiding shall vote only in the event of a tie. Board meetings may be conducted with some or all of the Board members participating by electronic means that allow all participants to hear each other at the same time, and such participation shall be the equivalent of in-person attendance. The Board also may conduct business without a meeting by other electronic means such as email, and any matters agreed to by such means by 10 members of the Board (including the presiding officer) shall be the action of the Board. Written minutes of all Board meetings and written records of all Board actions taken without a meeting shall be prepared by the Secretary and published in whole or summarized in Outdoors Unlimited and distributed to members by electronic means following the meeting or action.

6.4 Governance principles.

            (a) Governance of OWAA shall be on the principles known as policy governance.  The Board’s primary roles are setting policy, making long-range plans, and supervising and working collaboratively with the Executive Director as a full member of the governance team.  At least once every three years, the Board, working as a committee of the whole, shall generate a new or revised strategic plan for OWAA.  The Board has only one employee, the Executive Director.  All other employees answer to the Executive Director, and their supervision, discipline, and terms of service are the responsibility of the Executive Director, within the budgets and policies set by the Board.  Neither the Board nor any member of the Board may interfere with such staff matters or with any day-to-day administrative matters, but may only consult with the Executive Director on such matters.

            (b) The Executive Director shall be the person primarily responsible for implementing decisions and policies of the Board, managing the day-to-day operations of OWAA, scheduling and arranging conferences and meetings, managing and preserving OWAA’s real and personal property, working with the Board on strategic planning and leading implementation of such planning, being primarily responsible for financial and membership development, including seeking grants for the support of OWAA, and handling media relations for OWAA, except that the President has sole authority to speak for the Board.  In conjunction with the Treasurer, the Finance Committee, and the Board, the Executive Director shall develop an annual budget for the following year, for consideration by the Board prior to the end of each calendar year.

            (c) Subject to the Board’s approval, the Executive Committee shall provide goals to the Executive Director at least annually and shall evaluate his or her performance only against legal and ethical standards and directives of the Board and goals previously set and communicated.  During any time when OWAA has a current strategic plan, the Executive Director shall have pursuit of its goals as a high priority for his or her work.

Article VII — Directors

7.1 Qualifications and Terms. Each Director shall be elected for a term of three years, and three Directors shall be elected each year. Only Active or Life members in good standing for at least three years immediately preceding the election may be elected as Directors.  The term of a newly elected Director shall begin at the first Board meeting following the annual membership meeting.

7.2 Vacancies and Term Limits. A vacancy may be declared in the event a Director dies, resigns, is removed, loses status as an Active member or fails to attend two Board meetings without being excused by the Board. The person who received the highest number of votes at the most recent Board election without being elected and remains willing to serve shall fill a Director vacancy. The President shall resolve any tie in such voting. If the number of members who stood for election as Directors in the most recent Board election without being elected who are available and willing to fill vacant Director positions is insufficient to fill all such vacancies, remaining unfilled vacancies may be filled by majority vote of the remaining members of the Board. The President shall resolve any tie in such voting. No Director except one elected to fill an unexpired term shall be eligible for re-election until he or she has been off the Board for three years.

7.3 Nomination and Qualifications of Directors. Nominations for election as Director shall be made by the Nominating Committee, the composition of and procedures for which are described in paragraph 9.2, or by a document submitted to the Executive Director or President signed by at least 20 Active or Life members within 30 days after publication in Outdoors Unlimited of the nominees submitted by the Nominating Committee. Any nomination made by either method shall be ruled by the President to be out of order unless the nominee successfully completes an audit of his or her qualification for membership (or is exempt from the same by reason or Senior or Life status) and agrees to submit for publication in Outdoors Unlimited and distribution to members by electronic means a photograph and biographical material, including past OWAA committee work and attendance at OWAA conferences. All members nominated for election as Directors by the Nominating Committee shall have their photographs and biographical information published in Outdoors Unlimited and distributed to members by electronic means at least two months before the election, and all members nominated for election as Directors by the signed document described above shall have their photographs and biographical information published in Outdoors Unlimited or distributed to members by electronic means at least two weeks before the election.

7.4 Election of Directors. Election shall be by mail or electronic ballot. A ballot containing the names of all nominees shall be sent to all Active and Life members not later than April 1 of each year. Returned ballots shall be counted only if returned by a date stated on the ballot, established so as to allow tabulation of results before the annual membership meeting. Ballots upon which write-in votes are attempted and ballots upon which the voter has voted for more than the number of Directors to be elected shall not be counted. The number of Directors to be elected shall be three, and this shall be stated on the ballot. The three nominees with the highest vote totals shall be elected to full terms. The President shall resolve any ties in the voting. The Executive Director shall take steps to ensure accuracy of vote counting and shall preserve records demonstrating such accuracy for at least one year after each vote by the members.

7.5 Removal of Director. The members of OWAA entitled to vote may remove a Director as specified in this paragraph. A petition seeking removal of a named Director may be submitted to the Executive Director at any time. The petition need not state a reason for such removal. If the petition is signed by at least 15 percent of those then entitled to vote in an election of Directors, within 45 days of receiving it the Executive Director shall send to all members then entitled to vote in an election of Directors a ballot posing the question of whether the named Director should be removed. Only ballots returned by the date specified on the ballot shall be counted, and that date shall be established so as to allow publication of views on the removal petition in at least one issue of Outdoors Unlimited published at least two weeks before the due date for returning ballots. If a majority of the members entitled to vote favor removal of the named Director, his or her removal shall be effective immediately, and the resulting vacancy shall be filled in the manner specified in paragraph 7.2. Votes shall be counted, reported and handled as specified in paragraph 7.4.

Article VIII — Officers

8.1 Officers. The Officers of OWAA shall be as follows, all of whom shall be voting members of the Board except as limited in these bylaws for the presiding officer.

The President shall preside at membership meetings and Board meetings, vote in those meetings only to resolve ties, appoint committee chairs and committee members as specified in these bylaws, and call for meetings of the Board and actions by the Board without a meeting as needed.

The First Vice President shall be the President-Elect, perform the duties of President in the President’s absence, and chair the Conferences Committee.

The Second Vice President shall be the First Vice President-Elect, perform the duties of President in the absence of the President and First Vice President, and work with the First Vice President on the Conferences Committee.

The Secretary shall attend Board and membership meetings, record meeting minutes, keep records of all Board decisions, and submit the minutes and records for publication as required in these bylaws.

The Treasurer shall chair the Finance Committee and the Endowment Trustees, be designated by the Board when appropriate as a signer on OWAA accounts and financial documents and, with the Executive Director, supervise planning for OWAA’s financial affairs.

8.2 Nomination and Qualifications of Officers. Nominations for Second Vice President, Secretary and Treasurer shall be by the Nominating Committee, the composition of and procedures for which are described in paragraph 9.2, or by written nomination from any Board member to all other Board members at least 30 days before the election. Only members of OWAA then qualifying for election as a Director may be elected as Officers, and no person may be nominated simultaneously for Director and for any Officer position.

8.3 Terms, Vacancies and Term Limits. A person elected as Second Vice President shall serve one year in that Office, then one year as First Vice President, then one year as President, assuming each subsequent Office automatically at the beginning of the first Board meeting after each year’s annual membership meeting.  Secretary and Treasurer shall be elected to three-year terms beginning in different years. No person may be elected to serve consecutive terms in the same office. If a vacancy exists because an Officer dies, resigns, is removed, or loses Active status, the Board may fill the vacancy for the remainder of the term by election.

8.4 Election of Officers. A new Second Vice President shall be elected annually.  A new Secretary and a new Treasurer shall be elected when the prior terms of such offices expire.  Such Officers shall be elected by the Board at the Board meeting following the annual membership meeting. Elections of Second Vice President, Secretary, and Treasurer shall be by secret ballot, with tellers appointed by the presiding officer collecting ballots from all Board members, including the chair. The chair’s vote shall not be counted except in case of a tie, and the tellers shall not disclose whether the chair’s vote was counted. A majority of the votes cast shall be necessary for election. If a candidate does not receive a majority on the first ballot, subsequent ballots shall be taken, with the candidate or candidates receiving the lowest number of votes in the preceding ballot being eliminated from the next ballot, until a candidate receives a majority of the votes cast.

8.5 Removal of an Officer. If the Board judges that the best interests of OWAA will be served, it may remove any Officer.

Article IX — Committees

9.1 There shall be an Executive Committee, the members of which shall be all of the Officers.  When the Board is not meeting, this committee shall exercise all powers delegated to it by the Board and may when necessary exercise the general powers of the Board, but all decisions and actions of the Executive Committee are subject to review and change by the Board.  The Executive Committee shall be responsible for causing there to be a review of the Executive Director’s performance and terms of service at least annually, adhering to the principles stated in Paragraph 6.4 and the terms of the Executive Director’s contract.  Executive Committee meetings may be called by the President or by any two other Officers.  The Executive Committee may make recommendations to the Board about any matter.

9.2 There also shall be the committees listed in this paragraph, the chairs of which, unless specified in these bylaws, the members of the Finance Committee, and certain members of the Nominating Committee all shall be appointed by the President simultaneously with assuming office.  Unless the membership of a committee is prescribed in this paragraph, the President may also appoint the members of each committee, or may permit a committee chair to appoint that committee’s members.  Whether the members are appointed by the President or the committee chair, all members of each committee shall be appointed within 30 days of the beginning of each President’s term, and the identities of committee chairs and members shall be published in Outdoors Unlimited and distributed to members by electronic means as soon as practicable. Those designated by the President as members of the Nominating Committee and as members of the Finance Committee shall not assume such duties until approved by the Board, consideration of which shall be an agenda item at the President’s first Board meeting. Each committee shall have at least three members, counting the chair, at least one of whom shall be a current Board member. No employee of OWAA or any of the Counsels of OWAA shall serve as a committee chair. The President shall serve as an ex-officio member of all committees except the Nominating Committee.  Unless specific subcommittees and their members are prescribed in these bylaws, or unless these bylaws or Board directives specify a different procedure for a committee, each committee chair shall have power to appoint subcommittees as desired by the chair.

The Awards Committee, chaired by the immediate past President, shall supervise the selection of the recipients of the J. Hammond Brown Memorial Award, the Jade of Chiefs Award, the Excellence in Craft Award and any other such awards (as distinguished from contests) that may be established. The name for any such award may be changed by the board in consultation with living past recipients, and any such award may be discontinued by board action.  The Board may also establish and change as it deems necessary procedures for selection of award recipients.  The Awards Committee shall be divided into a subcommittee for each award, consisting of all living past recipients of that award, and all past recipients of these awards shall constitute the membership of the Awards Committee.

The Conferences Committee, chaired by the First Vice President and assisted by the Second Vice President, shall be responsible for the annual conference and other in-person and virtual conferences and similar presentations sponsored by OWAA.

The Contests Committee shall administer all contests conducted by OWAA except those assigned to the Education Committee.

The Education Committee shall be in charge of establishing criteria for and selecting recipients of OWAA scholarships, establishing and judging youth contests, and seeking increased involvement of student members.

The Finance Committee, chaired by the Treasurer and including at least four other members, shall supervise the finances of OWAA, oversee any financial review or audit ordered by the Board, develop and maintain sound financial practices for OWAA, help the Executive Director prepare the annual budget and present it for board approval, support strategies to ensure the long-term financial health of OWAA, support fundraising and development efforts for OWAA, recommend fiscal actions according to the financial status of the organization, and administer the Operating Fund and all property owned by OWAA except that within the control of the Endowment Trustees. The Committee may consult with professional financial advisors, including any Investment Counsel appointed by the Board. The Committee shall annually establish an investment policy for any portion of the Operating Fund’s assets not needed to meet current obligations. The Executive Director and Legal Counsel shall serve as nonvoting members of this Committee.

The Membership Committee shall work with the Executive Director and the Board on efforts to recruit and retain members and to provide services for members such as a mentorship program.  Its chair shall handle ethics complaints as described in paragraph 3.8.

The Nominating Committee shall be comprised of the Directors in the second year of their terms, one of whom shall be designated as committee chair by the President, and five other members nominated by the President, none of whom has served on the committee within the prior five years.  This committee shall be responsible for making nominations annually for Second Vice President, for Secretary and Treasurer when the terms for persons holding those two Offices are expiring, and for filling the three Director terms expiring that year.  The committee shall make at least two nominees for each Officer position, to be elected by the Board, and at least six nominees to fill the three expiring Director terms, to be elected by the membership.  Such nominations shall be made on a schedule and using procedures prescribed by the Board. The Nominating Committee may accept suggestions for nominees from any source, but no one except the Nominating Committee chair shall approach suggested nominees about their willingness to accept nomination until all suggested names: (1) have been checked with the Executive Director and Legal Counsel to determine if suggested nominees qualify for nomination and if the Executive Director or Legal Counsel know anything confidential about suggested nominees that ought to be considered by the committee; and (2) the full committee has ranked the resulting list of potential nominees.  The committee chair shall then contact potential nominees in the committee’s ranked order to determine if they would accept nomination, until at least the required number of nominees is obtained, and shall then report those nominees to the Board. Membership on this committee does not disqualify someone from nomination for Officer or Director.

9.3 The President may appoint additional ad hoc committees for any advisory purpose to serve during his or her term as President.

Article X — Sections

The Board may establish a Section of OWAA by majority vote after receiving a petition signed by at least 25 OWAA members having like professional interests. The Board may adopt policies for the operation and termination of Sections.

Article XI — Outdoors Unlimited®

Outdoors Unlimited, the official publication of OWAA, shall be published under the direction of the Executive Director.

Article XII — Indemnification of Officers and Directors

Each Director, Officer and Counsel of OWAA and his or her personal representatives shall be indemnified by OWAA against liabilities, expenses, attorneys’ fees and costs incurred in connection with or arising out of performance of duties or status as such Director, Officer or Counsel, except liabilities, expenses, fees and costs arising from or incurred as a result of negligence or misconduct in performing his or her respective duties. Such indemnification shall include amounts paid by way of compromise settlement if the Board approves the terms of the settlement. In determining whether liabilities, expenses, fees or costs arise from or are incurred as a result of negligence or misconduct by the Director, Officer or Counsel, the Board may rely conclusively upon an opinion of independent legal counsel retained for the purpose of rendering such an opinion.

Article XIII — OWAA Endowment Trust

13.1 All of OWAA’s endowment funds shall be administered as stated in this Article. No portion of this Article may be amended except by the affirmative vote of at least 75 percent of the member votes cast on any proposed amendment, notwithstanding the provisions of Article XVIII.

13.2 All funds coming to OWAA designated by the donor as endowment funds, all funds designated by the Board as endowment funds and all funds previously held in the Bodie McDowell Restricted Scholarship Fund, the Lonnie Williamson General Endowment Fund and the John Madson Restricted Fellowship Fund shall comprise the funds governed by this Article.

13.3 Sole responsibility for administration, management, investment and payment of OWAA endowment funds shall be vested in the Endowment Trustees. The Trustees shall establish annually an investment strategy for each of the funds they manage and report the strategies to the OWAA Board. There shall be five Trustees, consisting of the OWAA Treasurer, who shall serve as presiding officer and be entitled to vote on all matters coming before the Endowment Trustees, and four persons selected by the OWAA Board, each of whom shall be appointed in a different year for a five-year term. When any vacancy occurs among the Endowment Trustees by reason of death, disability, resignation or failure to attend two consecutive meetings of the Endowment Trustees without being excused, or by reason of the expiration of a term, such vacancy shall be filled for the remainder of the term, or for a new term if the vacancy occurs by reason of expiration of a term, by the OWAA Board. The Executive Director and Legal Counsel shall be nonvoting advisors to the Endowment Trustees.

13.4 The Endowment Trustees shall meet or confer as described in this paragraph at least twice each year. Meetings may be conducted in person or by use of any form of electronic telecommunications equipment, with such meetings to be called by the OWAA Treasurer and notice to all Trustees given at least seven days before each meeting. Participation in a meeting shall constitute waiver of notice. The Trustees may make decisions in such meetings when a quorum, consisting of at least three Trustees, attends in person or electronically. In lieu of a meeting, or between such meetings, the Trustees may make decisions by mail, fax, e-mail or other types of electronic communication, and any matters agreed to in this way by three Trustees shall be the decision of the Trustees. Records shall be kept of all meetings and decisions by the Endowment Trustees and be provided to the OWAA Board.

13.5 The Endowment Trustees may appoint advisory committees for any purpose, and the members of such committees may or may not be Trustees or OWAA members. Neither the Trustees nor any members of advisory committees appointed by them shall receive compensation for their services. The Endowment Trustees shall have the power, whenever they deem it appropriate, to hire or terminate a professional fund manager.

13.6 The Endowment Trustees shall manage the Bodie McDowell Scholarship Fund as a separate fund and before the end of each calendar year shall determine the amount available from the fund for scholarships to be awarded in the following year to students pursuing higher education at accredited colleges and universities, with the recipients to be selected by the OWAA Education Committee. The Endowment Trustees shall have discretion to disburse annually for such scholarships between zero and 5 percent of the fund’s assets and shall pay to the OWAA Operating Fund 10 percent of each such disbursement to cover administrative costs. Otherwise all earnings, appreciation, and donations shall be accumulated.

13.7 The Endowment Trustees shall manage the John Madson Fellowship Fund as a separate fund and before the end of each calendar year shall determine the amount available from the fund for fellowships to be awarded in the following year to OWAA Members and non-members to attend workshops, courses, the OWAA annual conference, or similar professional development opportunities, with the recipients selected by a committee of recipients of the OWAA Jade of Chiefs award. No recipient of a fellowship shall receive more than the actual cost of attending the conference, workshop or course. The Endowment Trustees shall have discretion to disburse annually for such fellowships between zero and 5 percent of the fund’s assets and shall pay to the OWAA Operating Fund 10 percent of each such disbursement to cover administrative costs. Otherwise all earnings, appreciation and donations shall be accumulated.

13.8 The Endowment Trustees may establish other restricted funds in their discretion and may decline endowment gifts if the gifts are made upon any condition that the Endowment Trustees determine is inconsistent with the purposes and goals of OWAA. If the Trustees should be unsure whether a gift should be accepted, they may submit the question to the OWAA Board. Any accepted gifts that are made subject to conditions shall be held subject to such conditions. All funds received by the Endowment Trustees shall be subject specifically to the provisions of Articles II (Purposes and Powers), XV (Financial Review) and XVII (Dissolution), in order to make the endowment funds received fully tax-deductible to donors and all endowment income fully tax-exempt.

13.9 The Endowment Trustees shall have discretion to disburse annually to the Operating Fund of OWAA between zero and five percent of the Endowment Trust’s assets that are not specially restricted for limited purposes. Any distributions made by the Endowment Trustees to the OWAA Operating Fund from specially restricted funds such as those for scholarships or fellowships that cannot be distributed to a selected recipient because of loss of eligibility by the recipient or for any other reason shall be returned by the Executive Director to the Endowment Trustees, who shall add returned amounts as principal to the funds from which they were distributed.

Article XIV — Operating Fund

14.1 The Operating Fund shall consist of all OWAA funds not included in the Endowment Trust.

14.2 The Executive Director shall manage the daily operations of the fund, subject to oversight by the Treasurer and the Finance Committee, to include receiving and depositing income into and paying current obligations out of the fund’s assets. The Executive Director shall report the fund’s operations monthly to the Executive Committee, quarterly to the Board and annually to the membership.

14.3 Assets not immediately needed to satisfy current obligations shall be invested by decision of the Finance Committee or by the Executive Director in compliance with the Finance Committee’s current investment guidelines.

Article XV — Financial Review

The Board at any time may select a Certified Public Accountant to conduct either a financial review or an audit of the books and records of OWAA, including the Operating Fund and the Endowment Trust. A copy of any financial review or audit conducted shall be supplied to each member of the Board, and a copy also shall be kept at the principal office of OWAA and shall be available for inspection by any member.

Article XVI — Indebtedness

The Board, by a two-thirds vote, may authorize the Officers to incur indebtedness on behalf of OWAA.

Article XVII — Dissolution

Upon dissolution of OWAA, the Board shall pay or make provision for the payment of all of the liabilities of OWAA and then transfer the assets of OWAA to organizations selected by the Board that are organized and operating exclusively for charitable, educational, or scientific purposes and that qualify as tax-exempt organizations under section 501(c)(3) of the U.S. Internal Revenue Code or any corresponding provision of any future federal tax code. Any assets of OWAA not thus disposed of by action of the Board of Directors shall be disposed of by the court of the county in which the principal place of business of OWAA then is located but only to organizations organized and operated for such purposes and qualifying for such tax-exempt status.

Article XVIII — Amendment

Changes to these bylaws or to the Declaration of Principles, the OWAA Creed or the OWAA Code of Ethics may be proposed in either of the following ways.

(a) A change may be proposed by a majority vote of the Board provided that written notice of the proposed change is given to all Board members at least 30 days before the Board votes on it. A Board-approved change proposed in this way shall be published in Outdoors Unlimited and distributed to members by electronic means and submitted to the membership for vote.

(b) A change may be proposed by the written initiative of 15 percent of the members of OWAA who are entitled to vote. A change proposed in this way shall be submitted in writing to all Board members at least 30 days before a Board meeting. If the Board determines that the proposed change is in legal form, it shall be published in Outdoors Unlimited and distributed to members by electronic means and submitted to the membership for vote. The Board may publish its recommendations for or against the change and may offer an alternative change for vote by the members at the same time.

Unless a higher percentage of votes is required elsewhere in these bylaws or by applicable law, a simple majority of votes cast by the members shall be sufficient to approve or reject changes proposed by either of the permitted ways, provided that the number of votes cast is sufficient to constitute a quorum at a membership meeting.

Article XIX — Notices

All notices provided for in these bylaws, other than those required to be published in Outdoors Unlimited, shall be effective when actually received by any form of transmission or, if made by certified mail, return receipt requested, shall be effective upon the date the notice is placed in a U.S. mail receptacle or delivered to the U.S. Postal Service.

These bylaws approved by a vote of the membership on 1 May 2021.

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