ARTICLES OF ASSOCIATION

AND BYLAWS OF

COQUILLE RIVER STEP ASSOCIATION

ARTICLE I

Name and Objective

A. This association shall be called "Coquille River STEP Association" (an acronym of Salmon

Trout Enhancement Program) hereinafter referred to as the "Association."

B. Its objective is to be an independent local non-profit association of STEP members and

friends of STEP members interested in the improvement of anadromous fish runs in the

Coquille River Watershed. The purpose of the Association is:

1. To establish an organization for those persons who are engaged in or

interested in fish enhancement in all streams, lakes, or impoundments

within the Coquille River Watershed.

2. To work with the Coquille Indian Tribe and other interested groups and

governmental agencies toward the enhancement of fish resources in

the Coquille River Watershed.

3. To encourage legislation and public support of fish enhancement in the

Coquille River Watershed, and all impoundments and lakes therein.

4. To promote the sport of fishing through education and the sharing of

expertise.

ARTICLE II

Membership

Section 1. Any person engaged or interested in any aspect of the fisheries in Coos County

and the State of Oregon may apply for membership.

Section 2. Any person or persons who agrees to uphold the fish and game laws of the State

of Oregon and to pay the annual dues, if any, of the Association may become members.

Section 3. Association membership shall be as follows:

A. General Membership: All rights and privileges including free access to all books and

records upon written request.

B. Honorary Membership: To be bestowed on worthy parties by majority approval of

the Board of Directors.

C. Family Membership: To include all immediate family members of any person holding

a current and valid membership in the Association and subject qualifications as the general membership. Membership cards will be issued to family

members only upon request.

D. Life Membership: To be given by majority approval of the Board of Directors. Life

membership shall be bestowed in recognition of outstanding service to the

Association.

Section 4. A member shall be held responsible for his or her conduct or actions. Any

member whose conduct or action is deemed not to be in the best interest of the Association

may be reprimanded, censured, or have membership terminated after presentation to the

membership of facts gathered by the Board. Recommendation to reprimand, etc. must be

approved by two thirds vote of the members present.

Section 5. Annual dues, if any, are due and payable January 1st of each year. The general

membership at a regular meeting shall set the amount of dues, if any, each year.

ARTICLE III

Officers and Duties

Section 1. The Officers of the Association shall be: President, Vice-President, Secretary, and

Treasurer. All of the Officers shall be members in good standing in the Association.

Section 2. Officers shall be elected by the general membership at the annual meeting of the

Association. Interim Officers shall be elected to serve until the first annual meeting. In the case

of a vacancy of office, the Board of Directors shall have the power to fill the vacancy until the

next annual meeting.

Section 3. The duties of the Officers are:

A. President:

1. It shall be the duty of the President to preside at all meetings and to

enforce all laws and regulations relating to the administration of the

Association.

2. The President shall call meetings of the Association or Board of

Directors when he deems it necessary to when requested to do so by a

majority of the Board of Directors, or upon written request of at least

fifteen members of the Association.

3. The President shall appoint all ad hoc committees as he sees fit to allow

the Association to carry out its objectives.

4. The President shall be elected for one year and can hold office for no

more than two consecutive years.

5. The President shall appoint Directors mentioned in Article V hereof with

the advice and consent of the board and general membership.

Additional Directors may be appointed without the necessity to revise

the bylaws of the Association.

B. Vice-President:

1. In the absence of the President, the Vice-President shall have all the

powers and prerogatives of the President.

2. The Vice-President shall be a Membership Director.

3. The Vice-President shall be elected for one year.

C. Secretary:

1. All resolutions and proceedings of meetings, whether of the Association

or of the Board of Directors, shall be entered in proper books by the

Secretary.

2. The Secretary shall conduct all correspondence relating to the

Association, shall issue all notices of special meetings, and shall perform

all duties pertaining to the office of Secretary.

3, The term of Secretary shall be for one year.

D. Treasurer:

1. The Treasurer shall be responsible for keeping a record of all funds

received and disbursed by the Association.

2. The Treasurer shall deposit funds received by the Association in a bank

approved by the Board of Directors and disburse funds on the order of

the Association.

3. The Treasurer shall write and sign checks for all monies payable by the

Association. Any checks over $500.00 shall be co-signed by another

Board member as designated by the President. The President may

designate more than one co-signer as needed. The co-signer may also

write and sign checks in the Treasurer's absence.

4. The Treasurer shall submit a financial statement to the Board of

Directors once a year before the annual meeting. The statement shall

include a complete inventory of the financial and physical assets of the

Association.

5. The Treasurer shall keep a register of the members of the Association.

6. The term of the Treasurer shall be for one year.

ARTICLE IV

Board of Directors

Section 1. The Board of Directors shall attend to the affairs of the Association during the

interim between meetings but the acts of the Board shall not conflict with action taken by the

Association. While the Board shall take the initiative in determining the policies of the

Association, the will, time permitting, consult the general membership over controversial

subjects and receive input as to the position the general membership wishes to hold.

Section 2. The Board of Directors shall consist of the four Officers and the Directors duly

appointed and mentioned in Article V hereof.

Section 3. The office of a member of the Board may be vacated because of absence from

two consecutive meetings of the Board unless good and sufficient reason is accepted by the

Board.

Section 4. Service by appointment shall not prejudice the privilege of the person so serving

to election in their own right.

Section 5. Removal of Officers or Directors shall follow the same procedure as outlined

under Article II, Section 4.

Section 6. Substitution of Officers may be accomplished by the Board of Directors, as the

need arises, until the next regularly scheduled election meeting. Directors may choose their

own alternates subject to approval by the Board of Directors.

Section 7. Five members shall constitute a quorum for the Board.

Section 8. It is the duty of Directors to report past and future events to the Board and the

newsletter.

ARTICLE V

Terms and Duties of Directors

Section 1. The Director at Large shall be the immediate past President if agreeable or else

the Board will appoint a Director at Large until the next regularly scheduled election meeting.

The Director at Large will have the duty of monitoring legislative and regulatory action which

might interest the membership. Other duties shall be assigned from time to time by majority

vote of Directors.

Section 2. The Publicity and Newsletter Director shall assemble, write, and publish a

monthly STEP newsletter. The Director shall encourage members, as well as others in the

community in agreement with STEP goals, to contribute material for possible publication.

Section 3. Salmon Brood Stock Director shall coordinate collection, maintain records,

report, and organize volunteers for the Chinook hatchery program on the Coquille River. This

Director will work with Coquille Indian Tribe STEP biologist and other associated, qualified

fisheries biologists, and give advanced information on collection dates, locations, and times.

Section 4. Steelhead Brook Stock Director shall coordinate collection, maintain records,

report, and organize volunteers for the Steelhead brook stock for the hatchery program on the

Coquille River. This Director will work with Coquille Indian Tribe STEP biologist and other

associated, qualified fisheries biologists, and give advanced information on collection dates,

locations, and times.

Section 5. Cunningham Hatchery Director shall be in charge of the equipment and

emergency operation at the hatchery. This Director will work with the school and teacher at

Coquille High School. This person will report to the board during the school year on hatchery

events.

Section 6. Salmon Derby Director duties shall include, but not be limited to, coordinating

collection, boat ramp workers, rules, and awards for the Coquille Salmon Derby.

Section 7. Social and Entertainment Director duties shall include, but not be limited to,

arranging guest speaker every month, summer picnic, and other social events.

There shall be seven (7) total Directors plus four (4) Officers.

ARTICLE VI

Meetings

Section 1. Regular meetings shall be held on the 2nd Tuesday night of each month, unless

otherwise ordered by the Board of Directors, at a place to be determined by the Board.

Section 2. The regular meeting held in January shall be known as the annual meeting and

shall be for the purpose of electing Officers and Directors and for any other business which may

arise.

Section 3. Special meetings may be called by the President, the Board of Directors, or upon

request by at least six (6) members.

Section 4. A majority of members present shall constitute a quorum for the transaction of

business at a general meeting.

ARTICLE VII

Elections

Section 1. A nominating committee shall be appointed by the President and made public at

the November general meeting. It shall be the duty of the nominating committee to prepare a

list of nominees for election of Officers. All nominees must be members in good standing.

Section 2. The list of nominees shall be submitted by the President to the general

membership at the December meeting. Additional nominations may be made from the floor.

Nominations may be closed either by vote or at the strike of the President's gavel for

adjournment.

Section 3. Officers shall be elected by ballot at the January annual meeting. A chairman

and two tellers shall be appointed by the President to receive the ballots for each Officer. They

shall canvas the ballots so cast and announce the result to the President who thereupon shall

declare the members receiving the majority of the votes cast to be elected to the respective

offices.

ARTICLE VIII

Amendments

Amendments to the Bylaws shall be made as follows: Written notice of such proposition

shall be given to the Secretary at least thirty (30) days prior to a meeting. A copy of such

proposition shall be made available to every member of the Association at least ten (10) days

before the date of the meeting during which the vote on the amendment will be held. To pass,

the proposition must receive a two-thirds vote of members present at the meeting.

ARTICLE IX

Dissolution of Association

Upon winding up and dissolution of this corporation or association in unincorporated,

after paying at adequately providing for the debts and obligations of the Association, the

remaining assets shall be distributed to a non-profit fund, foundation, or corporation which has

established its tax exempt status under Section 501.(c)(3), of the Internal Revenue Code. Fund,

foundation, or corporation shall be determined by the Board of Directors at the time of

dissolution

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