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     Wenatchee Valley Fly Fishers

     PO Box 3687  Wenatchee  WA  98807-3687


President   Harry  Lane   (509) 884.1888
Vice President   Alex Fisher  
Secretary JoAnn Lane  (509) 884.1888
Treasurer   Al Smith  (509) 884.8610
Programs Gary Anderson (509) 670.6370
Outings  Mike Huffer (509) 663.8195
Membership Eric Rainbolt (509) 662.2314
Conservation / Education / Publications Bruce Merighi (509) 763.3581
Ghillie Eric Davis (541) 390.2464
Past President  Craig Garver (509) 663.2535


Corporation Records

  • Articles of Incorporation – 19 December 1984 – Corporation # 2-354527-0
  • Federal ID# 91-1644-90, Federal exemption filed
  • Registered Agent for WVFF – State & Federal – Gary Anderson


Revised January 2015




BYLAW 1 —             MEMBERSHIP



Membership in this Corporation is open to any person of good reputation in the community who agrees with and abides by the principles of the Corporation and who also meets and continues to meet the stipulated requirements for membership.



The Corporation and its members are dedicated to:

  1. Protect, conserve, and enhance the natural environment, particularly the environment of wild fish and endangered species of fish.
  2. Provide regular education classes and free workshops and demonstrations that enhance the general public's understanding of fish and their natural environment.
  3. Teach the art of fly fishing as an enjoyable sport and as a method of fishing consistent with respect for fish and their environment. 
  4. Promote good sportsmanship among all fishermen.
  5. Conduct and participate in scientific research of water, watershed management and fish so as to better understand fisheries management and other related natural resources.
  6. Work collaboratively with other organizations dedicated to protecting wild fish, their environment and the fine art of fly fishing.



  1. Completion of membership form.
  2. Payment (unless stipulated otherwise herein) of dues, fees and assessments.
  3. Participation in Corporation meetings and/or activities.



  1. Regular — Any person who is at least 18 years of age (or will be upon his/ her nearest birthday) and who meets all of the qualifications for membership.  May vote on all issues brought before the membership.  May hold office in the Corporation.
  2. Associate — Any person qualified for regular membership but who cannot attend Corporation meetings regularly (and shall not be expected to) because of travel distance, work schedule, or other mitigating circumstances deemed adequate by the Board of Directors.  Are expected, however, to participate in other Corporation activities.  May vote on issues brought before the membership.  May not hold office in the Corporation.
  3. Youth — Any person age 14 (or who will be on his/her nearest birthday) to age 18 and otherwise qualified for membership.  Must be sponsored by a regular, associate or honorary member who is then responsible to the Corporation for the youth member’s continuing qualification and his/her conduct within the Corporation.   May attend Corporation meetings but may not vote nor hold office.  May participate in specified Corporation activities when so stipulated.
  4. Honorary— This designation may be awarded by resolution of the Board of Directors to any person who shares the principles of the Corporation and the philosophy embodied in them.  Need not meet the stipulated requirements for membership, may not vote on issues brought before the membership, and may not hold office.  Shall be noted on the active membership roll.



Any person who qualifies for membership under these Bylaws will be admitted to membership after applying in writing on a Corporation application form, after review by the Board of Directors, and a majority vote of the membership present and voting, with such action being recorded in the official minutes of a regular meeting. Membership shall not be restricted because of race, creed, religion, or sex.



Members may be removed from the membership roll for failure to continue meeting the qualifications stated herein.  Removal shall be by a two thirds (2/3) majority vote of the members present and voting, except as provided elsewhere in the Bylaws. A member shall be removed from the roll automatically after failure to pay dues, fees or assessments by the end of the fourth month after the stipulated due date for payment.





The Board of Directors shall prepare annual dues, fees and assessments structure as part of the budget process not later than February of each year.  The Board shall then publish the proposed structure for the membership not later than February, call for a vote on the structure by the membership at a regular meeting not later than February and publish the approved structure for the membership not later than February.  The structure shall include, but is not limited to the following:

  1. The amount of annual dues for each category of membership, the due date (s) and the method of payment
  2. The amount and purpose of an initiation fee, if any, and the due date (s) and methods of payment.
  3. The amount, the due date(s) and the method of payment for special assessments if any.



Each member based on category of membership shall pay annual dues to the Corporation as stipulated in the annual structure, except as otherwise exempted herein.  Dues shall be payable on or before January 31 of each year unless specified otherwise in the annual structure.




The Board of Directors may establish special assessments for each category of membership when such assessments are clearly needed or are deemed by the Board of Directors to be in the best interests of the Corporation.  The Board shall present any proposed assessment to the members for approval at a regular or special meeting after first informing the members of the assessment at least thirty days (30) in advance of the meeting date for vote.  A vote of three-fourths (3/4) majority of those present and eligible to vote is required for such approval.



The Corporation shall notify the membership of dues and/ or assessments which are payable one (1) month preceding the due date through publication in the newsletter, by email, and/ or by direct mail.



Members who remain delinquent in paying any dues or assessments four (4) months subsequent to the due date shall be automatically removed from the membership roll by the Board of Directors.  Members so removed may be reinstated into the membership by paying all back dues, or assessments owed, plus a reinstatement fee as specified in the Board’s annual dues and assessment structure.






  1. The activities, affairs, and property of the Corporation shall be managed, directed and controlled, and its powers exercised by and vested in the Board of Directors.
  2. The Board shall transact the general business of the Corporation in the interim between meetings of the members.
  3. The Board shall make recommendations to the membership concerning all major matters of policy, management and Corporation activities.
  4. Any member or members wishing to initiate any matter pertaining to Corporation policy or management shall do so in writing to the Board or in person at a Board meeting when the Board has been advised in advance.




The Board of Directors shall consist of not fewer than five (5) nor more than fifteen (15) Directors with the composition to include the Officers of the Corporation, the immediate past President of the Corporation and additional Directors deemed appropriate by the Board.  Each Board shall include at least two (2) Directors who served on the preceding Board.



The Corporation Officers serving as Directors by virtue of their offices shall serve on the Board of Directors for the period they hold office.  The immediate past President shall serve a one (1) year term as a Director in that position, or until the incumbent President accedes to the position.  The remaining Directors shall serve one (1) year terms.  There shall not be a limit on the number of terms a Director may serve through re-election.



Directors, including Corporation Officers, shall be elected annually in January by the members of the Corporation under the following rules and procedures:

  1. Only members who qualify for regular membership shall be eligible to serve on the Board, and then only if in good standing in the Corporation.
  2. The President shall appoint a nominating committee in October of each year. The committee will be comprised of not less than three (3) nor more than five (5) members at large. Members of the Board of Directors shall not serve on the nominating committee.
  3. The nominating committee shall present their selections to the membership in November. Additional nominations shall be accepted from the floor.
  4. Election and installation of the new Directors shall take place in January.
  5. The election of Directors may be by voice vote of the membership if no more than one candidate is on the ballot for any single position.  Otherwise, voting shall be by secret ballot counted by three (3) members at large, none of whom are members of the Board or the nominating committee.  A simple majority of members present and eligible to vote shall elect.



            Any Director may resign at any time by delivering a written resignation to the President or Vice President.



Any Director may be removed with or without cause at any time by the affirmative vote of a majority of the Directors present at a meeting of Directors when the proposed removal has been announced before the meeting.



Whenever a vacancy occurs on the Board of Directors, a majority of the remaining Directors, though less than a quorum, may fill the vacancy.



Regular meetings of the Board shall be monthly on the call of the President or Vice President, except as the Board may decide otherwise.  Special meetings may be called at any time by the President or Vice President and shall be called on the written request of any three (3) Directors.



At all meetings of the Board, a quorum being present, all matters shall be decided by a majority of the Directors present unless otherwise expressly permitted by these Bylaws. A quorum shall consist of at least half (50%) of those Directors serving at the time of the decision.



            The Officers will be elected at the January meeting.



Any action required or permitted to be taken by the Board may be taken without a meeting if all of the Directors are notified and at least seventy percent (70%) of the Directors individually or collectively consent in writing to the action.  The written consent or consensus shall be filed with the minutes of the proceedings of the Board, and the action taken shall have the same force and effect as a unanimous vote of the Directors or members on behalf of the Board.



The Directors of the Corporation shall serve as such without salary, but the Board may authorize the payment by the Corporation of the reasonable expenses incurred by the Directors in the performance of their duties.





The Officers of the Corporation shall consist of the President, Vice President, Secretary, Treasurer, Membership Chairman, Publications Chairman, Program Chairman, Outings Chairman, Conservation Chairman, and Ghillie (each of whom shall also serve as a Director) and such other Officers as the Board may from time to time designate.  Officers shall perform the duties and responsibilities specified herein, and such other duties and responsibilities assigned by the President.



Shall preside as Chairman at meetings of the Corporation members and as Chairman of the Board of Directors.  Has general charge of Corporation affairs.  Has the power to sign documents on behalf of the Corporation, in the name of the Corporation, and to further the principles of the Corporation in its general scope of operation.  Shall appoint and dissolve committees upon the advice and consent of the Board.



Shall possess the powers and discharge the duties of the President in the latter’s absence or disability.  Is responsible for the Annual Meeting and is in charge of elections. Is encouraged, but not required, to succeed to the office of President with a vote of the general membership.



Shall be responsible for Corporation records and minutes of meetings of the Corporation membership and the Board of Directors.



Shall have custody of all monies of the Corporation to be deposited in such banks and to be subject to withdrawal on such conditions as the Board may designate.  Shall be responsible for the billing and collecting of fees and assessments, except dues.  Shall, in conjunction with the President, present to the Board an annual budget for the regular operation of the Corporation.  Shall keep an accurate account of all monies received and disbursed and render a statement thereof.



Shall be responsible for all membership matters. Shall collect all new and renewal membership dues from members and transmit same to the Corporation Treasurer. Shall maintain individual membership records and the Corporation membership roll and transmit same to the Corporate Secretary.



            Shall be responsible for the newsletter, brochures, advertising and other club publications and communications.



Shall be the Sergeant-at-Arms maintaining order at all meetings of the members and shall keep and an inventory of and have responsibility for the equipment and property of the Corporation including the Corporation’s digital and print library.



            Shall be responsible for coordinating the conservation work of the Corporation and acting as the official conservation representative to other organizations.



            Shall be responsible for coordinating programs for the monthly meetings.



              Shall be responsible for coordinating periodic membership outings.




SECTION 5.01 — Deposit of Funds

All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Board from time to time may determine.



Payments of bills or withdrawal of funds shall be made in accordance with the annual budget as approved by the Board of Directors and on the signature of the President, Secretary, or Treasurer, plus that of any other member approved by the Board.  The Board may authorize any encumbrance of capital property or payment of any obligation which is not included in the annual budget in an amount not to exceed one thousand dollars ($1000.00).






Except as otherwise provided herein, these Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the Directors present at any regular meeting a quorum being assembled, provided that written notice of such meeting, setting forth in detail the proposed action, be given no less than seven (7) days prior to such meeting.  Any such action by the Board which results in substantive change to the Bylaws must then be approved by the membership at a regular meeting when written notice of the proposed action has been provided to the membership at least five (5) days in advance.  A vote of two-thirds (2/3) of the members present and voting shall be required for approval.






The fiscal year shall be from January 1 to December 31.



These Bylaws shall govern the conduct, management, and administration of the Corporation, and are subject to and governed by the Articles of Incorporation.



Robert’s Rules of Order shall govern all business and parliamentary proceedings of the Corporation.



            In event of conflicts between the interests expressed in the WVFF Articles of Incorporation and that of other organizations, the articles of the WVFF shall prevail.



            The Corporation is a voluntary organization and no salary or reimbursement for services is given to its members, Directors, or Officers.




  1. The purposes for which the Corporation is formed are those set forth in its Articles of Incorporation, as from time to time amended. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or inures to the benefit of its Directors or Officers except to the extent permitted under the Nonprofit Corporation Act of the State of Washington. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.


  1. Notwithstanding anything to the contrary in these Bylaws, the following are basic policies of the Corporation:


  1. The Corporation shall be noncommercial, nonsectarian, and nonpartisan.
  2. The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Corporation.
  3. The Corporation may cooperate with other organizations and agencies organized and conducted for purposes similar to that of the Corporation.
  4. The Corporation may engage in any lawful business activity whatsoever which may hereafter from time to time be authorized by the Board of Directors; provided, however, that the purposes for which the Corporation is formed shall at all times comply with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and, with respect to Corporation contributions which are deductible within the provisions of Section 170(c)(2) of the Code.
  5. No part of the net earnings of the Corporation shall inure in whole or in part to the benefit of or be distributable to any Officer, Director, or other individual having a personal or private interest in the activities of the Corporation except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in these Bylaws.
  6. No Director of the Corporation shall be personally liable to the Corporation or its Directors for monetary damages for his or her conduct as a Director on or after the date this Article becomes effective, except for (a) acts or omissions that involve intentional misconduct or a knowing violation of law by the Director; or (b) any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled.  If, after the effective date of this Article, the Washington Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Washington Nonprofit Corporation Act, as so amended.  Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal. 
  7. Upon the dissolution of the Corporation, all of its assets remaining after payment of creditors shall be distributed to an organization or organizations selected by the Board of Directors, provided that such organization or organizations are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Code.  In no event shall any of the Corporation’s assets be distributed to the Officers or Directors of the Corporation.


IN WITNESS WHEREOF, we have hereunto subscribed our names this 17th day of January, 2015.

                                                                        Gary Anderson, Director 

                                                                        Steve Harvey, Director                              

                                                                        Danny Horan, Director                                

                                                                        JoAnn Lane, Director                                 

                                                                        Bruce Merighi, Director                                

                                                                        Eric Rainbolt, Director                               

                                                                        Tom Rowe, Director                                   

                                                                        Al Smith, Director                                    

                                                                         Rob Winters, Director                                 

                                                                        Tom Whiteside, Director



Board Member Duties

Officers are voted on and installed at the annual banquet

  • President





    • Chairs meetings
    • Appoints committees
  • 1st Vice President





    • Chairs meetings in the absence of the President
    • Coordinates the annual banquet
    • Serves as the President in the 2nd year of service
  • 2nd Vice President
  • _________________________________________________________________
  • Program Chair





    • Organizes and coordinates the monthly programs
  • Secretary





    • Takes and distributes the Board Minutes and General Meeting Minutes
    • All WVFF Club correspondence
  • Treasurer





    • Manages the WVFF Budget
    • Manages the clubs finances according to accepted accounting standards
    • Creates and distributes the WVFF annual financial report
  • Conservation Chair
  • Meets with other agencies and groups to promote conservation efforts that affect our local fishery.
  • Motivates the  WVFF to conduct business in accordance to accepted conservation practices.
  • Promotes conservation of the fishery and watershed
  • Outings Chair





    • Determines and coordinate WVFF fishing trips
  • Membership Chair





    • Keep an accurate record of WVFF members in good standings
    • Collect yearly dues
    • Coordinate the distribution of club name tags
  • Ghilly





    • Manages the clubs Library
    • Functions as a Sergeant at Arms
  • Publications Chair





    • Create and distribute the Flypaper, a monthly newsletter for the membership
    • Maintain the WVFF website.
    • Assist with communication to club membership

Founding of the Wenatchee Valley Fly Fishers

The organization of the Wenatchee Valley Fly Fishers was spearheaded by Bill Barnett and Rob Hannon of Wenatchee, and Jeff Meredith of Plain. An article by Dick Piper appeared in the Sunday edition of the Wenatchee World on April 22, 1984 describing their organizational efforts. A quote by Bill Barnett who describes fly fishing as a "solitary sport, the most enriching sport I know of" appears in the article. At the time the obvious void in the state — without a fly fishing club — was the general area of the Wenatchee Valley. These three individuals felt there was a sufficient number of fly angling enthusiasts in the area to warrant a club—people who wanted to organize for "social, educational and political reasons." The article listed the phone numbers of the three for contact. An invitation form for interested individuals also appeared in the paper. There were numerous meetings of Bill Barnett and Rob Hannon to do preliminary work and to answer "what's cooking or hatching" questions from the public about the formation of a new club. They had to put together the Who, What, When, Where, Why and How of starting an organization. Around June 1984 a core group comprised of Bill Barnett, Rob Hannon, Gary Anderson, Ray Bull, and Greg McEwen formed an organizing committee which began meeting regularly to firm up a plan of action. Due to the need to accomplish many start-up tasks they decided to put off the first organizational meeting until the fall of 1984, on advice of experience fly club leaders around the state. Bill Barnett, Rob Hannon, Ray Bull and Gary Anderson attended a fly fisher seminar at Whislin' Jacks on the Tieton River September 8-9, sponsored by the Northwest Regional Council of the Federation of Fly Fishers. There they were able to consult with the FFF leaders about the information of a Wenatchee club. On September 22 the Washington Council of the FFF held its fall meeting in Wenatchee. Any local fly fisher expressing an interest in a club was invited to the meeting. After dinner that evening the Wenatchee core group met informally with officers of the council to get general advice and to formulate an agenda for a first organizing meeting set for Thursday October 18. A notice of that first meeting appeared in the Wenatchee World. I read: Attention Fly Fishers! First organizational meeting Thursday October 18th at the Chieftain. Dinner and social at 6:00pm, meeting stats at 7:30 — film and door prizes. Acting chairman Bill Barnett started that first organizational meeting promptly at 7:30 with 41 people in attendance. Gordy Young, a long time FFF member and senior advisor to the Northwest Council of the Federation was the featured speaker. He discussed the advantages of having a club and why a club should consider being affiliated with the Federation of Fly Fishers. Ray Bull, an organizing member, gave a brief review of proposed bylaws. Based on the results of a questionnaire made available during the meeting, the majority of those present preferred that:

  • The club be named the Wenatchee Valley Fly Fishers
  • The club be an adult-only club (minimum age 14 for membership)
  • The meetings be held on Thursday evening of the third week
  • An optional social and dinner session preceded the monthly meetings. (The second and third of these have since been changed.)

A film, The Way of a Trout, was shown. The door prize, a Wheatly fly box was won by Warren Travis. Acting Secretary, Gary Anderson, recorded the events of that evening. A second organizational meeting was held November 25 at the Chieftain with 30+ seriously interested in participating in a club attending. An overwhelming majority supported having a 100% Federation of Fly Fishers membership club, charted under the FFF. Ty Duhamel, a local attorney interested in participating in the club, volunteered to be its legal advisor. He discussed the advantages that incorporation would have for the club. He suggested it would: limit the liability of the club and individual directors, allow the club to petition for tax-exempt status, and formalize the club so that it might exist as an organization over time. The proposed bylaws that had been sent to each person on the mailing list were discussed and approved after minor revision. Greg and Tori McEwen of Leavenworth displayed a proposed club logo. Bill Barnett, Len Padillo, and Ron Stallings volunteered for a committee to nominate club officers. On December 13th the third organizational meeting was held at the Four Seasons in East Wenatchee. Acting chairman, Bill Barnett, called the meeting to order with 23 persons in attendance. Ty Duhamel summarized the prepared Articles of Incorporation and invited those who wished to be initial incorporators to sign them. Twenty-three of those present did sign. Ray Bull updated the status of the prepared bylaws. Preceding the election of officers, Bill explained the club offices and the responsibilities of the board of directors. Ron Stalling, chairman of the nominating committee, then introduced the slate of candidates. They were: President-Ray Bull, first VP-John Connolly, second VP-Greg McEwen, Secretary-Gary Anderson, Treasurer-Rob Hannon, Ghillie-Mike Chambers, past acting President-Bill Barnett, and Directors-Archie Mills and Dick Piper. Nominations from the floor were called for, there were none. A motion was made to accept the candidates by unanimous ballot and the motion was carried by those present. On January 17, 1985 the first regular meeting of the Wenatchee Valley Fly Fishers took place at the Chieftain Restaurant with 15 members present. The dues structures proposed by the board of directors was presented. Three committees were formed: the projects committee, the outings committee and the membership committee. That Charter Membership list of 30 included: Gary Anderson, Bill Barnett, Brad Bockemohle, Scott Brixley, Ray Bull, Mike and Melanie Chambers, John Connolly, Lowell Doyle, Ty Duhamel, Rob Hannon, Kurt Hedeen, John Little, Grag and Tori McEwen, Dan Miller, Archie Mills, John Murio, Chris Nystrom, Dave Osburn, Len Padilla, Ken Paton, Pete Rich, Dick Piper, Bud Rechterman, John Schraecher, Glenn Smith, Ron Stallings, Mark Syria, Warren Travis, Gordon West, and Ray Wonacutt. There was also a list of 28 prospective members.  

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