BYLAWS
OF
THE
GREENWOOD GUN CLUB, INC.
A
Texas Corporation
ARTICLE
I
NAME AND OBJECT
Section 1. Name. The name of this corporation is the Greenwood
Gun Club, Inc.
Section 2. Object.
The object for which this corporation is for the encouragement of
responsible shooting among residents of the State of Texas, with the view
toward a better knowledge on the part of such persons of the safe handling and
proper care of firearms, as well as improved marksmanship. It shall be a further object and purpose to
cultivate the development of those characteristics of honesty, good fellowship,
self-discipline, team play and self-reliance, which are essentials of good
sportsmanship and the foundation of true patriotism.
ARTICLE
II
MEMBERSHIP
Section 1. Types of Membership. The membership of this corporation shall
consist of MEMBERS, SENIOR
MEMBERS LIFE MEMBERS, COMPLIMENTARY MEMBERS, and JUNIOR MEMBERS. The Board of Directors may change, add
or delete all but the “MEMBERS” category of membership.
Section 2.
Membership Privileges.
A. MEMBERS
shall have the exclusive privilege of representing themselves as MEMBERS, of
holding office, of voting on amendments to the Bylaws, and of nominating and
voting for officers and directors, and the privileges that are common to all
classes of membership.
B. LIFE
MEMBERS shall have the exclusive privilege of representing themselves as LIFE
MEMBERS and shall also have all privileges that are common to MEMBERS.
C. COMPLIMENTARY
MEMBERS shall have the exclusive privilege of representing themselves as
COMPLIMENTARY MEMBERS and shall also have the privileges that are common to all
classes of membership, but not the privileges of nominating, voting or holding
office.
D.
JUNIOR MEMBERS shall have the exclusive privilege of
representing themselves as JUNIOR MEMBERS.
The privileges of JUNIOR MEMBERS are limited solely to use of the
corporation's facilities for match competition practice and then only under the
supervision of an adult over the age of 21 years. JUNIOR MEMBERS shall have no privileges of
nominating, voting or holding office.
E. SENIOR
MEMBERS shall have the exclusive privilege of representing themselves as SENIOR
MEMBERS and shall also have the all privileges that are common to MEMBERS. SENIOR MEMBERS shall be 65 years of age and
have been a continuous member of Greenwood Gun Club for the previous five (5)
years.
Section 3. Membership Eligibility.
A. A
candidate for election as MEMBER shall be any person who is a legal resident of
the State of
1. Has been nominated for membership by an
existing MEMBER who has completed a minimum of one-year active participation in
the corporation and who is currently in good standing. The nominator affirms that he knows the
applicant to be one of good character and vouches for him/her.
2.
Has submitted to the Membership Director of
the corporation a written application for membership on a form approved by the
Board of Directors.
3.
Has submitted to the Membership Director of the corporation a
non-refundable initiation fee.
4. Has met all the requirements
promulgated by the Board of Directors, attended the designated safety
orientation and has attended a specified Board of Directors meeting and
received a majority vote of approval of the Board of Directors.
5. Has executed an indemnity agreement
which indemnifies the corporation. The
indemnity agreement will be in a form approved by the Board of Directors.
B. A
candidate for election as LIFE MEMBER shall be any MEMBER in good standing who
has been recommended for this membership by the Board of Directors and whose
recommendation has been approved by a majority of the MEMBERS present at the
corporation's annual meeting.
C. A
candidate for election as COMPLIMENTARY MEMBER shall be any person who is
engaged in area law enforcement, government or other endeavors and whose
membership would enhance the corporation and who has been elected to this
membership by a majority vote of the Board of Directors.
D. A
candidate for election as JUNIOR MEMBER shall be any person who is at least 14
years of age but not more than 20 years of age, or a
full time student up to 25 years of age, who is a resident of the State of
1.
Has been nominated for membership by an existing MEMBER who has
completed a minimum of one-year active participation in the corporation and who
is currently in good standing.
2.
Has submitted to the Membership Director of the corporation a written
application for membership on a form approved by the Board of Directors.
3.
Has submitted to the Treasurer of the corporation a non-refundable initiation
fee.
4.
Has met all the requirements promulgated by the Board of Directors,
attended a specific Board of Directors meeting and received a majority vote of
approval of the Board of Directors.
5. Has a parent, managing conservator,
possessory conservator or guardian who is currently on the waiting list for
membership in the corporation.
6. If 18 years of age or older, has
executed an indemnity agreement which indemnifies the corporation. The indemnity agreement will be in a form
approved by the Board of Directors.
7. If 17 years of age or under, has
executed an indemnity agreement, that has also be signed by the applicant's
parent, managing conservator, possessory conservator or guardian, which
indemnifies the corporation and the owner of the property on which the
corporation's facilities are located.
The indemnity agreement will be in a form approved by the Board of
Directors.
ARTICLE
III
DUES
AND FEES
Section 1. Fiscal Year. The fiscal year of the corporation shall
commence on January first and terminate on December thirty-first of each year.
Section 2. Dues.
The Board of Directors shall from time to time establish a schedule of
the annual dues to be paid by the various categories of membership and the manner in which the
same shall be paid.
Section 3. Initiation Fees. The Board of Directors
shall from time to time establish the amount of the initiation fee to be paid
by new members. These fees shall be
placed in a special account for the purpose of land acquisition.
Section 4. LIFE MEMBER and COMPLIMENTARY MEMBER Dues. LIFE MEMBERS and COMPLIMENTARY MEMBERS shall
not be required to pay dues to the corporation.
Section 5. Non Payment of Dues.
A. Dues
are payable by December 31st of each year for the following year.
B. Dues
may be paid up until the Annual Meeting or in person at the Annual Meeting
without penalty.
C. A
late fee determined by the Board of Directors may be assessed for dues payment
after the Annual Meeting.
D. After
April 30th, late membership renewals will be placed at the end of
the list of new member applications subject to the maximum membership
requirements.
E.
Membership rights shall be suspended after the Annual Meeting until dues
are paid.
F.
A new initiation fee will be required after one year.
G.
A Members who move out of the area and drop their
membership may be reinstated by placing their name at the top of the waiting
list provided they have notified the Membership Director prior to dropping
their membership. No initiation fee will
be required.
ARTICLE
IV
GENERAL
Section 1. Membership Limits.
A. The
Board of Directors shall from time to time, by an affirmative vote of
two-thirds (2/3) of the Board of Directors then in office, establish the
maximum number of MEMBERS of the corporation.
Not more than twenty-five (25%) percent of the
actual number of MEMBERS may be
B. The
number of LIFE MEMBERS in the corporation shall not exceed a maximum of 25 at
any one time.
C. The
number of COMPLIMENTARY MEMBERS in the corporation shall be determined by the
Board of Directors.
D. The
number of JUNIOR MEMBERS in the corporation shall be determined by the Board of
Directors.
E. Any
reduction in the maximum number of MEMBERS, approved by the Board of Directors,
shall be accomplished only through attrition.
ARTICLE
V
BOARD
OF DIRECTORS
Section 1. Powers.
The business, property and affairs of the corporation shall be managed
and controlled by the Board of Directors.
Subject to the restrictions imposed by law, by the Articles of
Incorporation or by these By-laws, the Board of Directors shall exercise all of
the powers of the corporation.
Section 2. Number.
The number of Directors, which shall constitute the Board, shall consist
of not less than eight (8) nor more than twenty-five (25) members. The number of Directors may from time to time
be increased or decreased by vote of two-thirds of the Directors in office at
the time, provided that the number of Directors shall not decrease to less than
eight (8) and that no decrease shall effect a shortening of the term of any
incumbent Director. Officers are
considered a part of the Board of Directors and the numbers above.
Section 3. Term.
Except as otherwise provided herein, each position on the Board of
Directors shall be filled by election of the MEMBERS at the Annual Meeting of
the corporation. All members of the
Board of Directors must at all times be MEMBERS of the corporation. Unless removed in accordance with these
By-laws, each director shall hold office for three (3) years and until his
successor shall have been duly elected and qualified. As near as possible to the closest whole
number, one-third (1/3) of the Board of Directors shall be elected to office
each year. Nothing herein shall prevent
the reelection of any Director.
Section 4. Removal.
Any Director or Executive Officer may be removed from office, with or
without cause, by a vote of two-thirds of the Board of Directors then in office,
at a Special Meeting of the Board of Directors, called for that purpose. Any vacancy occurring in the Board of
Directors, whether by increase in the number of Directors or otherwise, shall
be filled by the affirmative vote of a majority of the Board of Directors then
in office though less than a quorum of the Board of Directors.
Section
5. Directors may include but not be
limited to the following:
1) Shooting
Discipline Directors.
a) Highpower
Rifle; this position includes Service Rifle, National Match Rifle, and
Silhouette.
b) Pistol;
this position includes , Cowboy Action, Practical and Silhouette Shooting.
c) Shotgun
d) Blackpowder
e) Archery
2) Activity
Directors:
a) Safety
b) Membership
c) Hunter
1
d) Hunter
2
e) At
Large 1
f) Maintenance
g) Legislative
h) Women’s
Issues
Section 6. Compensation. No Director shall receive any salary or other
compensation for his services as such
Director, provided, however, that nothing contained herein shall be construed
to preclude any such person from serving the corporation in any other capacity
or receiving compensation thereof.
ARTICLE
VI
OFFICERS
Section 1. Titles and Terms of Office. Officers shall be elected annually by the
Club’s membership. Each such Officer shall hold office until the corresponding
meeting in the next year and until his successor shall have been duly chosen
and qualified, or until he shall have resigned or been removed, in the manner
provided in these By-laws. Any vacancy
in any of such offices may be filled for the unexpired portion of the term by
the Board of Directors, at any Regular Meeting or at any Special Meeting called
for such purpose.
Section 2. President.
Subject to the direction and control of the Board of Directors, the
President shall be the Chief Executive Officer of the corporation and shall
have direct charge of and supervision over the business and operation of the
corporation. The president may sign or
execute, in the name of the corporation, all promissory notes or other debt
obligations, all deeds, mortgages, contracts or other undertakings or instruments
except in cases where the signing or execution thereof shall have been
expressly delegated by the Board of Directors to some other Officer or agent of
the corporation.
Section 3. Vice-President. The Vice-President shall have such powers and
perform such duties as may from time to time be assigned to him, either
generally or in specific instances, by the Board of Directors or the
President. The Vice-President may
perform any of the duties or exercise any of the powers of the President (1) at
the request of the President, (2) in the absence or disability of the
President, or (3) otherwise as occasion may require in the administration of
the business and affairs of the corporation.
To establish the authority of the Vice-President to sign or execute any
contract, bond, note or other undertaking or instrument or to take any other
action on behalf of the corporation, it shall not be necessary to furnish proof
of any request by, or of the absence or disability of the President.
Section 4. Secretary. The Secretary shall keep the minutes of the
meetings of the Board of Directors, in books provided for the purpose; he shall
see that all notices are duly given in accordance with the provisions of these
By-laws or as required by law; he shall perform all duties incident to the
office of a secretary of a corporation and such other duties as, from time to
time, may be assigned to him by the Board of Directors.
Section 5. Treasurer.
The Treasurer shall have charge of and be responsible for all funds,
securities, receipts and disbursements of the corporation, and shall deposit,
or cause to be deposited, in the name of the corporation, all monies or other
valuable effects in such banks, trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors; he shall render to
the President and to the Board of Directors, whenever requested, an account of
the financial condition of the corporation; and, in general, shall perform all
duties incident to the office of a treasurer of a corporation, and such other
duties as may be assigned to him by the Board of Directors.
Section 6. Assistant Officers. The Board of Directors may appoint one or
more Assistant Secretaries and one or more Assistant Treasurers from the
membership of the Board of Directors.
Each Assistant Secretary and Assistant Treasurer shall hold office for
such period as the Board of Directors may prescribe. Any Assistant Secretary may perform any of
the duties or exercise any of the powers of the Secretary or otherwise as
occasion may require in the administration of the business and affairs of the
corporation, and any Assistant Treasurer may perform any of the duties or
exercise any of the powers of the Treasurer at the request or in the absence or
disability of the Treasurer or otherwise as occasion may require in the
administration of the business and affairs of the corporation. Each Assistant Secretary and Assistant
Treasurer shall perform such other duties and/or exercise such other powers, if
any, as the Board of Directors shall prescribe.
To establish the authority of an Assistant Secretary or an Assistant
Treasurer to take any action on behalf of the corporation in place of the
Secretary or the Treasurer, as the case may be, it shall not be necessary to furnish
proof of any request by, or in the absence or disability of, the Secretary or
Treasurer or any other Assistant Secretary or Assistant Treasurer,
respectively.
Section 7. Compensation. No Officer shall receive any salary or other
compensation for his services as such Officer, provided, however, that nothing
contained herein shall be construed to preclude any such person from serving
the corporation in any other capacity or receiving compensation thereof.
Section 8. Removal.
Any Officer of the corporation may be removed at any time, with or
without cause, by a vote of two-thirds (2/3) of the entire Board of Directors
at any Regular Meeting or at any Special Meeting called for that purpose.
ARTICLE
VII
MEETINGS
OF THE BOARD OF DIRECTORS
Section 1. Regular Meetings. Regular Meetings of the Board of Directors
shall be held monthly at such place, at such hour and on such day as may be
fixed by resolution of the Board of Directors, without further notice of such
meetings. The time or place of holding
Regular Meetings of the Board of Directors may be changed by the President by
giving written notice thereof as provided in Section 3 of this Article VII.
Section 2. Special Meetings. Special Meetings of the Board of Directors
shall be held, whenever called by the Board of Directors, at such place, at
such hour and on such day as may be stated in the notice of the meeting.
Section 3. Notice.
Written notice of the time and place of, and general nature of the
business to be transacted at, all Special Meetings of the Board of Directors,
and written notice of any change in place, hour and day of the Regular Meetings
of the Board of Directors, shall be given to each member of the Board of
Directors, either personally or by mail at least one (1) day before the day of
the meeting.
Section 4. Quorum.
The presence in person or by proxy of sixty percent (60%) of the total
number of members of the Board of Directors shall constitute a quorum of the
Board of Directors (rounded up to the next greater whole person where 60% of
the total members of the Board of Directors does not equal a whole number) for
transaction of business. Except as
otherwise provided by law or in these By-laws, all questions shall be decided
by the vote of a majority of the members of the Board of Directors present in
person or by proxy.
Section 5. Voting.
Board members serving in more than one position shall have only one
vote.
ARTICLE
VIII
COMMITTEES
OF THE CORPORATION
Section 1. Special Committees. Special Committees may be appointed and their
duties fixed by the President as special problems and activities may
require. Such Special Committees,
however, shall not be authorized to incur any expense or create any
obligations, unless the Board of Directors shall specially authorize the same.
Section 2. Ex-Officio Members. The President of the corporation shall be an
ex-officio member of all committees of the corporation established pursuant to
this Article VIII.
ARTICLE IX
EXPULSION
Section 1. Procedure for Expulsion. If any MEMBER, LIFE MEMBER, COMPLIMENTARY
MEMBER or JUNIOR MEMBER of this corporation shall, at any time, be deemed
guilty of any act which is prejudicial to this corporation, or to the purposes
for which it is formed, such MEMBER, LIFE MEMBER, COMPLIMENTARY MEMBER or
JUNIOR MEMBER shall be notified to appear personally at the next Regular
Meeting of the Board of Directors and shall then and there be given a hearing. By a majority vote of the Members of the
Board of Directors present, such Member may be expelled from membership in this
corporation.
Section 2. Charges.
Charges against a MEMBER, LIFE MEMBER, COMPLIMENTARY MEMBER or JUNIOR
MEMBER may be preferred by any MEMBER, LIFE MEMBER, COMPLIMENTARY MEMBER or
JUNIOR MEMBER in good standing. The
charge must be in writing, directed to the Secretary of the corporation,
clearly state the facts and be accompanied by all evidence to be used in
supporting the facts.
ARTICLE
X
MEETINGS
OF MEMBERS
Section 1. Annual Meeting. The Annual Meeting of the Members of the
corporation shall be held on the second Thursday in February of each year (or
on such other date as determined by the Board of Directors) at such place and
at such hour as may be fixed by resolution of the Board of Directors and on any
subsequent day or days to which such meeting may be adjourned, for the purposes
of electing Directors & Officers and of transacting such other business as
may properly come before the meeting. At
least ten (10) days notice shall be given to the Members of the place, hour and
day so fixed by the Board of Directors.
If for any reason the Annual Meeting shall not be held on the day
designated herein, the Board of Directors shall cause the Annual Meeting to be
held as soon thereafter as may be convenient.
Section 2. Special Meetings. Special Meetings of the Members may be called
at any time by the President of the corporation, the Board of Directors or upon
demand in writing stating the object of the proposed meeting and signed by not
less than twenty (20%) percent of the MEMBERS entitled to vote. In such event, it shall be the duty of the
Secretary of the corporation to fix the place, hour and day of the meeting to
be held and to give due notice thereof.
If the Secretary of the corporation shall neglect or refuse to fix the
place, hour and day of such Special Meeting and give notice thereof, the
President of the corporation may do so.
Section 3. Notice of Meetings. Written notice of every meeting of the
Members shall be given by the Secretary of the corporation to each Member by
placing such notice in the mail at least ten (10) days, but not more than
thirty (30) days, prior to the day named for the meeting, addressed to each
member at the address appearing on the corporation records.
Section 4. Quorum.
Except as otherwise provided by law or by these By-laws, as amended, the
presence in person or by proxy of ten percent (10%) of the MEMBERS of the
corporation who are entitled to vote or fifty (50) MEMBERS, which ever is less,
shall constitute a quorum at each meeting of the Members and all questions
shall be decided by vote of the majority of the MEMBERS so present in person or
by proxy. Each MEMBER shall be entitled
to one (1) vote, and no MEMBER shall be entitled to cumulate votes with respect
to the election of Directors & Officers.
The MEMBERS present at any duly organized meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough MEMBERS to
leave less than a quorum.
ARTICLE
XI
ELECTION
OF OFFICERS & DIRECTORS
Section 1. Nomination of Officers & Directors. The President of the corporation
shall propose to the Board of Directors the members of the Nominating Committee
at the August Board of Directors meeting.
The nominating committee shall, at the November Board of Directors
meeting, provide a suitable ballot with one or more nominees for each upcoming
vacancy of Officers and Directors. When
considering nominees for the various upcoming vacancies on Directors, the
nominating committee and nominations from the floor must insure that each of
the four core shooting disciplines (rifle, shotgun, pistol and archery) is
represented, at all times, by a discipline member as a Director on the
Board of Directors. Nominations may be made from the floor at the
November Board of Directors meeting by any MEMBER or LIFE MEMBER in good
standing. Nominees for Officers and
Directors must have been a member in good standing for a minimum of one (1)
year.
Section 2. Election of Officers & Directors. The Secretary of the corporation shall
prepare a ballot from the slate of nominees prepared under Section 1 of this
Article. The ballot shall list each
candidate and shall show the vacant director's & officer’s position for
which the candidate is running. The
ballots shall be mailed, by U.S. Mail, on or before December 31st to each
MEMBER and LIFE MEMBER whose membership dues are not in arrears. The ballots must be received by the
corporation at or before the Annual Meeting.
Of the candidates running for a particular vacant director's or
officer’s position, the candidate receiving the greatest number of votes cast
shall be elected to that particular director's or officer’s position. The incumbent Board of Directors shall decide
any tie votes.
ARTICLE
XII
AMENDMENTS
Section 1. Procedure.
These Bylaws may be altered, amended, added to, or repealed by a
two-thirds (2/3) majority vote of the MEMBERS and LIFE MEMBERS casting ballots. They shall be mailed to all members with
counting to occur 35 days after mailing.
Section 2. Proposals.
Amendments to these By-laws may be proposed in any of the following
ways:
A. By
a majority vote of the eligible voting members of the corporation, attending
the annual Members Meeting, provided at least ten (10%) of the MEMBERS are
present.
B. By
a two-thirds (2/3) vote of the entire Board of Directors of the corporation.
C. By
a petition, presented to the Board of Directors of the corporation by any
MEMBER in good standing, bearing the signature of at least ten (10%) percent of
the MEMBERS of the corporation.
Adopted by a
two-thirds (2/3) majority vote of the MEMBERS voting and ratified by the Board
of Directors this ______ day of ___________________________, 2005.
________________________________
President
ATTESTED: ________________________________
Secretary