Bylaws

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The New York State Outdoor Guides Association uses as its regulatory document its own Bylaws. They were adopted in May 1983 in Lake Placid, N.Y. and amended on the following dates: March 19, 1988; March 22, 1997; March 9, 2002; March 27, 2004; March 24, 2012; March 19, 2016; and March 13, 2024.

Along with the Bylaws, The New York State Outdoor Guides Association maintains three other sets of documents, known as the Mission Statement, the Code of Ethics, and the NYSOGA Policies and Procedures Manual. Policies and Procedures are generally created to resolve issues not addressed in the Bylaws or are established guidelines for various Association functions. Policies or Procedures can be adopted by the Board of Directors at any time, consequently, the published document may not be up to date.

The name of the Association shall be: New York State Outdoor Guides Association (NYSOGA).

The principal addresses of the Association shall be the currently listed mailing address and the address of the current Secretary.

NYSOGA seeks to be an internationally recognized association of the world’s best and most respected professional guides. To that end, NYSOGA seeks to enhance the guiding profession in New York State with the highest standards of honesty, safety, and professionalism by providing New York State licensed guides with support services, representation, and a sense of community.

III-1: Membership in the Association shall be composed of Active, Associate, Life and Honorary.

III-2: Membership in the Association shall remain in effect if the member meets all requirements and standards of the Association, adheres to its Code of Ethics, and continues to pay dues and other monetary obligations to the Association.

III-3: Active Members shall be persons who hold a valid New York State Outdoor Guide’s License. Active Members may hold office, vote, or purchase available group insurance.

III-4: Associate Members shall be former or current guides who no longer work at guiding activities. Associate Members may not hold office or vote.

III-5: Life Members shall be active or former guides who have given long and devoted service to their profession and the New York State Outdoor Guides Association, Inc. Written nominations for Life Members are to be made by NYSOGA members, submitted no later than the first meeting of the calendar year, screened by the Awards Committee, and approved by the Board of Directors. Life Membership is usually presented by the Association at the Annual Winter Rendezvous. Life Members do not pay dues and may hold office and vote.

III-6: Honorary Membership shall be presented to persons, organizations, or groups who have shown through their words, deeds, or actions to further or aid the environment, conservation, and outdoor sports in New York State. Written nominations for Honorary Members are to be made by Association members, screened by the Awards Committee, and approved by the Board of Directors. Honorary Membership is usually presented by the Association at the Annual Winter Rendezvous. Honorary Members do not pay dues and may not hold office or vote.

III-7: Membership dues for each category of membership, with the exceptions of Life and Honorary, shall be recommended by the Board of Directors and approved by a two-thirds vote of the official ballots received from Life and Active members.

III-8: Sponsor Affiliates shall be persons, organizations, or companies who have an interest in the environment, conservation, sports, or other activities pertaining to the New York State Outdoor Guides Association. An annual Sponsor Affiliate fee, which will be set by the Board of Directors, will be assessed to each Sponsor Affiliate. Sponsor Affiliates may not hold office or vote.

IV-1: The property and affairs of this Association shall be controlled and managed by its Board of Directors. There shall be no term limits. The Board of Directors shall consist of no more than 25 members, comprised as follows:

IV-1-a: President, Vice President(s), Secretary, and Treasurer shall be elected at the Annual Meeting by a majority vote of the members present and voting; or through absentee ballot, following established procedures for elections.

IV-1-b: A Regional Director resides in one of the nine New York State Department of Environmental Conservation regions. Regional Directors shall be elected exclusively by the members of the Association who reside in the region for which the Regional Director is to serve. If a region fails to elect a Regional Director at the Annual Meeting or if the position for any reason becomes vacant the President, with the approval of the Board of Directors, may appoint any member to fill the vacancy for the remainder of the unexpired term.

IV-1-c: Three to ten Directors at Large shall be elected at the Annual Meeting by a majority vote of the members present and voting following established procedures for elections.

IV-2: The Board of Directors shall provide the membership with voting opportunities for dues increases and for the election of Association Officers and Directors at Large.

IV-3: With a quorum present, any Officer/Director may be removed for just cause by majority vote of the Officers/Directors present and voting.

IV-4: An Officer/Director may resign at any time by giving written notice to the President or Secretary. Unless otherwise specified in the notice, resignation shall take effect upon its receipt.

IV-5: A quorum of the Board of Directors shall be at least one-third of the entire Board.

IV-6: Any action required or permitted by the Board of Directors may be taken without a meeting if the majority of the members of the Board of Directors consent to the adoption of a resolution authorizing the action. The resolution by the Board and documentation of consents shall be filed with the secretary’s minutes of the proceedings.

IV-7: A regular meeting of the newly elected Board of Directors shall be held following the Annual Meeting of the members.

IV-8: Regular meetings of the Board shall be scheduled by the Board of Directors at the first Board meeting following the Annual Meeting. A notice of each meeting shall be sent to all Board members at least two weeks prior to the meeting.

IV-9: Special meetings of the Board shall be called by the President or the Board of Directors in a like manner at the request of two Directors. Special meetings of the Board shall be held with written notice to the Board by the President or designee, with at least ten days’ notice to each Director.

IV-10: The Officers of the Association shall consist of a President, Vice-President(s), Secretary, and Treasurer: There shall be no term limits.

IV-10-a: President. The President shall be the chief executive officer of the Association; shall preside at all meetings of the members and of the Board; shall oversee the general management of the affairs of the Association; shall see that all orders and resolutions of the Board are carried into effect; and shall appoint chairpersons to all standing and ad-hoc committees.

IV-10-b: Vice President(s). There shall be three Vice Presidents of the Association, who shall be designated by the members at the time of their election, as First Vice President, Second Vice President, and Third Vice President. If the President is absent or vacates the office, the Vice President shall succeed, in order so designated, to the duties of the presidency. Each of the Vice Presidents shall be responsible for directing the operation of standing committees as assigned by the President.

IV-10-c: Secretary. The Secretary shall record and preserve minutes of all Association and Board of Directors meetings; shall perform all other duties assigned by the Board of Directors. In the absence of the Secretary the Presiding Officer, with approval of the Board, shall appoint a Board Member to record the minutes of the meeting and ensure they are received by the Secretary within three [3] weeks of the meeting.

IV-10-d: Treasurer. The Treasurer of the Association shall oversee deposits and disbursement of all monies; maintain a complete report of transactions that shall be open to inspection by the Finance Team; make regular reports to the Board of Directors as to the status of the corporation’s finances; prepare an annual budget for the Association; and perform all other duties assigned by the Board of Directors. In the absence of the Treasurer the Presiding Officer shall be responsible and ensure that all financial transactions from the meeting go to the Treasurer within one week of the meeting.

V-1: At all Association meetings, Robert’s Rules of Order, as currently revised, shall govern, but not be inconsistent with the Bylaws and Policies of the Association.

V-2: The members shall meet annually for the transaction of any business that may come before the meeting. The date of this Annual Meeting shall be in the month of March. The date shall be determined by the Board of Directors no less than nine months prior to said meeting. The Officers and Directors of the Association shall be elected at the meeting in accordance with rules and regulations enacted by the Board of Directors, not inconsistent with these Bylaws. The elected officers shall assume their office on the day following the election and serve until the day following the next annual election. In the event the Annual Meeting and the Annual Rendezvous do not coincide, an election prior to said meeting, within a timeframe determined by written policy, shall be conducted. Members shall be notified in writing of the time, date and location of the upcoming meeting and election.

V-3: Special meetings of the Association’s membership may be called for any purpose[s] by the President or the Board of Directors. Members shall be notified in writing of the date, time, and location of said meeting. Special membership meetings shall be held no less than two weeks after the date of the meeting is announced.

V-4: General members shall be entitled to attend regular in-person Board meetings but shall not vote on matters coming before the Board.

NYSOGA policies are available to the members, with a written record maintained by the Secretary. Policies are created and revised by NYSOGA Directors.

Committees and Teams are appointed by the President, and the list is maintained in the most current agenda.

A Director who self-describes a conflict of interest is recused from voting on relevant proposals.

IX-1: These Bylaws may be altered, amended, or repealed and new Bylaws adopted by action of the majority of the members present and voting or by absentee ballot at the Annual Meeting. A description of the proposed change[s] must be given in the notice of the said meeting.

The fiscal year of the Association shall commence on January 1 and end on December 31 of each year. An annual review is conducted by the Finance Team. An audit is required only if required by New York State.

Upon dissolution of the Association, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under section 501-C (3) of the Internal Revenue Code or to the Federal Government or to state government or local government for the public purpose. None of these assets will be distributed to any individual member, officer, or trustee of this Association.

The seal of this Association shall be as follows: (See Papers of Incorporation for the Official Seal of the Association)