THE PRESCOTT SPORTMEN'S CLUB, INC. An Arizona Nonprofit Corporation CORPORATION BYLAWS REVISED: June, 2019 Revised Bylaws Adopted: June 30, 2019 by special resolution with 7 Yes votes, 1 No vote.
In harmony with the Articles of Incorporation, these Bylaws provide specific direction and guidance to Club Members, Directors, Officers, and Employees as to matters of club and corporate management, governance, procedures and rules, Club Membership, obligations, rights, privileges and restrictions. These Bylaws may be supplemented or modified by order of the Board of Directors or by vote of the Club membership as provided herein. These Bylaws and the Articles of Incorporation are determining and controlling as to certainty and finality in the management and operation of this corporation and club.
Section Description Page
Preamble 1 Table of Contents 1-2 ARTICLE 1 Corporation Name 3 ARTICLE 2 Corporation Purpose 3 ARTICLE 3 Corporation Objectives 3 ARTICLE 4 Club Membership 4 – 7 ARTICLE 5 Board of Directors 8 – 9 ARTICLE 6 Officers 9 – 11 ARTICLE 7 Vacancies in Offices 11 – 12 ARTICLE 8 Election of Directors and Officers 13 – 14 ARTICLE 9 Club Range Operations and Employees 14 – 15 ARTICLE 10 Corporate and Club Emergencies 15 – 17
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Section Description Page ARTICLE 11 Corporate and Club Finances 18 ARTICLE 12 Corporate and Club Rules and Procedures 18 ARTICLE 13 Committees and Delegates 18 ARTICLE 14 Corporate and Club Self-defense 18 – 20 ARTICLE 15 Bylaws and Articles Amendment and Revision 20 ARTICLE 16 Miscellaneous 20 – 21 ARTICLE 17 Dissolution 21 Acknowledgments and Endorsements 22
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ARTICLE 1 - CORPORATION NAME
The corporation name is: The Prescott Sportmen’s Club, Inc., and it is hereinafter referred to as “the Corporation” or “the Club.”
ARTICLE 2 - CORPORATION PURPOSE
The corporate purpose is to create, operate and maintain a club for members centered around shooting sports and, conditions permitting, acquire, develop and operate one or more shooting ranges where shooting sports may be conducted in perpetuity, in an organized manner for the benefit of club members, their families, guests and club invitees. The corporate purpose includes all business and other activities allowed by applicable laws and the Articles of Incorporation of the Corporation, hereinafter the “Articles of Incorporation”.
ARTICLE 3 - CORPORATION OBJECTIVES
3.1 In addition to pursuing all actions necessary to carry out and achieve the corporate purpose called for in Article 2 (above) of these bylaws, additional objectives of the corporation include, but are not limited to: The objectives outlined in the Articles of Incorporation: 3.2.1 To impart a better knowledge of the proper use and care of firearms, and expert training in marksmanship, to the general public. 3.2.2 To encourage active participation by the general public in organized shooting sports events. 3.2.3 To promote honesty, fairplay, good fellowship, integrity, self-discipline, self-reliance, and teamwork which are essential to good sportsmanship and hallmarks of patriotism. 3.2.4 To offer expert instruction in firearm safety to members and others, including beginners, through an organized training program. 3.2.5 To promote the conservation of wildlife and other natural resources. 3.2.6 To oppose actions which the Club believes infringe upon the right of citizens to individually keep and bear arms guaranteed by the Second Amendment to the Constitution of the United States. End of Article 3
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ARTICLE 4 - CLUB MEMBERSHIP
Section 1 - Generally 4.1.1 Eligibility: Membership in the corporation operated Club, in the membership classes that follow, is open to citizens, with certain exceptions. Individuals who advocate or condone activities of violence, or engage in activities properly belonging to national defense forces or police (save defense of one's person or home), or support or advocate the overthrow of the United States government by subterfuge, force, or other violent or unlawful means, are ineligible for membership. Convicted felons are ineligible for membership. 4.1.2 Application for Membership: An individual applies to become a club member by filing with the Club, a membership application and paying the Club a nonrefundable membership application fee. Then, following approval of an individual's membership application, by paying the Club the dues required for the membership class applied for. 4.1.3 Application Requirements: Applicants must subscribe to and endorse the objectives listed in ARTICLES 2 and 3, of these Bylaws. Voting rights and other privileges are explained for each membership class defined below. Section 2 - Membership Classes Briefly Defined 4.2.1 The Club currently offers seven classes of membership. Memberships are either nonvoting or voting. 1.) Junior for those under age eighteen with a sponsoring member (nonvoting); 2.) Collegiate for students attending college (voting); 3.) Individual for one person age eighteen and over (voting); 4.) Family for one family with minor children (voting – one vote); 5.) Absentee for Club members living out of the area for extended periods (voting); 6.) Supporting for Club members with at least five years continuous membership who no longer shoot but want to support the Club and attend Club functions (voting); 7.) Honorary for Club Members and others awarded special membership privileges by the Board of Directors for special services or other circumstances (voting). Voting rights do not immediately attach to voting membership classes. 4.2.2 Membership Dues are paid and renewed annually. See definition of new members below. 4.2.3 New members are those who have not previously been accepted as a Club member; or Junior, Collegiate, or Family members who become Individual members; or a member in any class whose renewal membership dues payment is ninety (90) days or more in arrears. 4.2.4 Late payment of annual dues carries a surcharge of fifteen percent of total dues after sixty (60) days, twenty-five percent after ninety (90) days. Membership is subject to cancellation after nonpayment of annual dues for one hundred twenty (120) days.
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4.2.5 Rights and privileges of membership include: Use of the Club range(s) and the facilities thereat, subject to the Rules of the Club for use; participation in club sanctioned events such as shoots, matches, dinners, dances, picnics, fundraisers, etc., attendance of meetings of the Board of Directors, and attendance and participation in the Annual Election Meeting, subject to membership class limitations.
SECTION 3 - CLASSES OF MEMBERSHIP
4.3.1 JUNIOR: Junior memberships are offered by the Club in accordance with the Rules of the Civilian Marksmanship Program. Junior members are aged ten (10) to eighteen (18) years. Junior member status continues through the end of the calendar year in which the Junior member’s eighteenth birthday occurs. Evidence of active Junior NRA membership is required. Junior members are allowed use of Club ranges only when under the direct supervision of Junior Division Instructors or Instructor Assistants, parent(s)/guardian(s), or a responsible adult with written permission from the Junior’s parent(s)/guadian(s), who are responsible for their conduct. Junior members may attend Club meetings but have no voting rights. 4.3.2 COLLEGIATE: Collegiate members shall be active, full time college or junior college students. Proof of student status is required and must be submitted with the membership application and when paying annual renewal dues before graduating. Collegiate membership status continues through the end of the membership year in which member graduates. Collegiate members have one vote at the annual meeting and enjoy full rights and privileges of the club. Evidence of active NRA membership is required. 4.3.3 INDIVIDUAL: Open to qualified citizens over the age of eighteen years. Individual members have one vote at annual meetings and are entitled to all rights and privileges of membership. Evidence of active NRA membership is required. 4.3.4 FAMILY: Open to a qualified citizen over the age of eighteen years, their spouse and child family members under the age of eighteen. A Family Member is one who has qualified for membership and is listed as the Primary member in the Club Membership Roster. Evidence of active NRA membership is required of the Primary member. Additional family members are those family members listed in the membership application as spouse or minor children. A Family membership has one vote at the annual meeting, and family members are entitled to all rights and privileges of membership when accompanied by the Primary member. Family members under age 18 need not be accompanied by the Primary member when attending Club events intended for family members under 18, such as dances, mixers, etc. Minor children must be accompanied by a parent/guardian, or a responsible adult with written permission from the minor’s parent/guardian.
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4.3.5 ABSENTEE: An Absentee Club member is one who is located away from the greater Prescott area as a result of employment or military service, yet wants to maintain a Club membership, use Club facilities on a limited basis when in the Prescott area, and not have to apply for membership upon returning to the areaa. Absentee membership is open to Individual members after two years of continuous membership. Dues are paid at a reduced rate, and voting may be accomplished in person or by authorized mail vote. 4.3.6 SUPPORTING: Supporting members are those with at least five prior years continuous active membership who no longer shoot or use Club range facilities for shooting, but wish to remain associated with the Club, be involved in Club activities and support the Club by paying dues, attending meetings and voting. Dues are paid at a reduced rate. 4.3.7 HONORARY: One who has rendered meritorious service to the public or to the Club may be elected as an Honorary member by a two-thirds (2/3) majority vote of the members present at any meeting of the Board of Directors. Honorary member are entitled to full rights and privileges of Club membership. Honorary members have one vote at annual meetings. Honorary members pay no dues.
SECTION 4 - MEMBERSHIP DUES AND FEES
4.4.1 With the assistance of the Treasurer, the Board of Directors shall regularly review the finances of the Club and the Corporation and determine required levels of revenue to maintain current and future operational status. Membership dues, range fees and other charges assessed by the Club shall be based on these requirements. Fee and dues amounts shall be published no less often than annually, and at least ninety (90) days in advance of their implementation, except in the case of special event fees which may be published as late as fourteen (14) days in advance of their assessment or collection. Dues and fee schedules shall be provided to all members via email, website posting and in writing to members requesting same. 4.4.2 In the event of the death of any member, the heirs, executors, or assigns shall not be entitled to refund or proration of dues or fees paid to the Club.
SECTION 5 - CERTIFICATES OF MEMBERSHIP
4.5.1 Certificates of membership shall be issued by the Treasurer to active members on established forms for all membership classes in the manner prescribed by the Board of Directors.
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SECTION 6 - MEMBERSHIP TERMINATION AND EXPULSION
4.6.1 Memberships may be terminated or cancelled: For failure to pay renewal dues when due or within a reasonable period thereafter, or failure to pay new membership dues after notification of acceptance, or; When the act or acts of a member or members constitute cause for expulsion from the Club as provided below. 4.6.2 A member may be expelled from the Club for cause, and the member’s name be stricken from the membership rolls, by a two-thirds (2/3) vote of the Directors present at a meeting of the Board of Directors. Any Club member with voting rights may request expulsion of a member by requesting a hearing and presenting evidence justifying the request to a member of the Board of Directors. Expulsion proceedings shall only be initiated by motion of a Board of Directors member at a meeting. The member or members accused shall be notified in writing by the Secretary of a scheduled vote on the matter and will be given the opportunity to present their case in writing prior to the vote. Members expelled for cause are not entitled to a refund or proration of previously paid membership or renewal dues. 4.6.3 Causes for expulsion include, but are not limited to: 18.104.22.168 The member no longer possesses the qualifications required for Club membership; 22.214.171.124 The member committed an act or acts detrimental to the interest or welfare of the Club or its members; 126.96.36.199 The member violated one or more Club rules, including Range Rules, these Bylaws, Club Codes of Conduct, or special rules put in place for specific purposes; 188.8.131.52 The member made a false or misleading statement or entry on an Application for Membership in the Club; 184.108.40.206 The member is convicted of a felony, or if a Family membership, a listed family member is convicted of a felony; 220.127.116.11 The member commits an act or acts in a cause or act or acts in support of a cause by individuals within or external to the Club, for the express purpose of interrupting the legitimate management processes provided by these Bylaws and exercised by the Board of Directors in pursuit of the Corporation Purpose stated in Article 2. Any act or acts invoking this provision produce automatic consequences for the member which are described more fully in Article 14 of these Bylaws.
SECTION 7: NEW MEMBERSHIPS AND VOTING RIGHTS
18.104.22.168 All newly accepted Club members are probationary and voting rights do not attach to membership until commencement of the second year of membership after the date of joining the Club. The date of joining is the date of initial dues payment, not payment of the membership application fee.
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22.214.171.124 Membership is probationary during the first full calendar year following a prorated year during which the Club was joined. Membership renewal for probationary members is not automatic and may be withdrawn without notice or appeal. 126.96.36.199 Members who are defined as “new” as a result of their failure to timely pay renewal dues are not probationary.
ARTICLE 5: BOARD OF DIRECTORS
SECTION 1 - CONTROL OF CORPORATION
5.1.1 The Corporate powers, business and affairs of the Club shall be exercised, managed and controlled by the Board of Directors. Directors serve voluntarily and without compensation. To avoid confusion with Directors serving on the Board, the term “Director” shall not be used in any job description or title of the Corporation or Club, without exception. 5.1.2 No individual Director is empowered with authority to commit the Club to any cause of action or financial obligation without prior specific authorization by the Board of Directors, unless a Corporate or Club emergency exists or has been declared by the Board, and then only to the extent allowed under the Corporate and Club Emergencies provisions (Article 10) of these Bylaws.
SECTION 2 - BOARD OF DIRECTORS
5.2.1 The Board of Directors shall be not less than four (4) nor more than thirteen (13) elected or appointed Directors. The recommended minimum number of directors is six (6), though this number is not required. Only said members of the Board of Directors who are present shall have the right to vote at Board of Directors meetings. The presence of a Director may be obtained by a continuous telephone connection broadcast for all members to hear, or by a live video conference via the Internet or other generally accepted means of video conferencing. A majority as defined in Article 8, Section 5.1 shall constitute a quorum.
SECTION 3 - QUALIFICATIONS OF DIRECTORS
5.3.1 Only a Club member in continuously good standing for at least two (2) full consecutive years is eligible to be nominated, appointed, elected or otherwise serve as a member of the Board of Directors. This requirement may not be waived under any circumstances. All director candidates must undergo background investigations and screening with the results and supporting materials presented to the full Board of Directors at least fourteen days prior to the Board meeting where appointment/election to office occurs. Director candidates deemed “unfit to serve” by the Board of Directors based upon their background screenings and investigations are ineligible to serve as Directors. Club employees are ineligible to serve as Directors.
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5.3.2 If a member of the Board of Directors ceases to be a member of the Club at any time, that person shall at once cease to be a member of the Board of Directors. 5.3.3 Directors are elected to staggered terms of three (3) years by a majority vote of the Club membership eligible to vote. No more than one-third (1/3) of Directors are elected annually at the annual meeting of the Club. When Directors have been appointed to serve as a result of resignations or incapacity, the appointed Directors stand for election upon expiration of the term of the Director they replaced. When an individual is appointed to a Director's chair that was vacant, the individual stands for election at the next annual meeting where less than one third of Directors are standing for election. Chronological order of appointment determines which individual Directors stand for election. The most recently appointed shall stand for election first. Records shall be maintained by the Corporate Secretary as to the start and end dates of Director terms in office so that their reelection or replacement may be properly brought before the membership.
SECTION 4: DUTIES OF DIRECTORS
5.4.1 Directors are responsible for the pursuit, promotion and achievement of the Corporation Purpose and Objectives delineated in Articles 2 and 3 of these Bylaws and all acts necessary to accomplish them. Directors are responsible for protecting and defending the long term interests of the members and Corporation against hostile threats to the Corporation's ability to continue and its future existence.
ARTICLE 6 – OFFICERS
SECTION 1: CORPORATION OFFICERS
6.1.1 Officers who are not Members of the Board of Directors first, must be Club members in good standing for a minimum of two (2) full years prior to their nomination for consideration as Club Officers, or appointment to any office. This requirement may not be waived under any circumstances. All officer candidates must undergo background investigations and screening with the results and supporting materials presented to the full Board of Directors at least fourteen days prior to the Board meeting where appointment/election to office occurs. Officer candidates deemed “unfit to serve” by the Board of Directors based upon their background screenings and investigations are ineligible to serve as Officers. 6.1.2 The Officers of the Corporation are President, Vice-President, Secretary and Treasurer. Officers serve voluntarily and without compensation. Officers are elected by a majority vote of the Board of Directors. Members of the Board of Directors may be Officers, but only if appointed or elected to the Board before attaining officer status. Those appointed or elected first as officers are not members of the Board of Directors, though they will be required to attend Board meetings. Officers of the Corporation also serve as officers of the Club.
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6.1.3 Officers serve terms of office of two (2) years or until their successors have been duly elected, subject to removal at any time by a two-thirds (2/3) majority vote of the Board of Directors. Officer terms are staggered and no more than two officers shall be elected by the Board following the Annual Election Meeting. 6.1.4 No officer shall hold more than one (1) office at the same time, though one may serve temporarily in another office function, without formal title, i.e., as “acting”, in the event of absence or vacancy in the office being temporarily filled.
SECTION 2: OFFICES
6.2.1 OFFICE OF PRESIDENT: The President is the chief executive officer of the Corporation and shall preside at all meetings of the Club and the Board of Directors. The President shall appoint members to all Standing and Special Committees, and be an ex-officio member of those Committees. The President shall perform all duties necessary of the office for the proper operation of the Club and administration of the Corporation. The President may make motions for votes by the Board of Directors, but will have no vote unless the President is a Director first.
6.2.2 OFFICE OF VICE-PRESIDENT: The Vice-President performs the duties of the President during the absence or incapacity of the President, at the President's request, or in the event of a vacancy in the office of President.
6.2.3 OFFICE OF SECRETARY: The Secretary shall notify members of the Board of Directors of all Board Meetings and notify the membership of all Club meetings. Notice of Special meetings shall be given in accordance with the Rules therefore. The Secretary shall keep true and complete records of all Club meetings and meetings of the Board of Directors. The Secretary shall be custodian of Club books, papers, and all other records of the Club, except those books of account maintained and used by the Treasurer. Club records shall be maintained at a location selected by the Secretary, and approved by the Board of Directors. Said location or place of business shall be reasonably accessible during business hours by members of the Board of Directors. The Secretary is charged with the safekeeping of the Corporate Seal, which shall be maintained in accordance with Club Rules and Procedures for the same.
6.2.4 OFFICE OF TREASURER: The Treasurer is the chief financial officer and controller of the Corporation and the Club and has charge over all funds of the Corporation or Club and shall deposit said funds in a bank, banks, or other appropriate financial institution(s) as appropriate to the amount or nature of deposits, as approved by the Board of Directors. Funds are to be handled as follows: 188.8.131.52 Petty cash funds or cash funds held for use by a range as change for cash paying customers shall be monitored and maintained according to the rules and procedures for their disposition and deposit, as published by the Treasurer and approved by the Board of Directors; 184.108.40.206 Funds held on deposit in FDIC insured banks or other SIPC insured institutions may be withdrawn or expended by check signed by the Treasurer or by the President, Vice-President or Secretary;
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220.127.116.11 The Treasurer shall keep and maintain accurate accountings of all accounts and transactions, including printed or original records of all deposits and expenditures on behalf of the Corporation or Club or the Board of Directors; 18.104.22.168 The Treasurer shall provide monthly to the Secretary for inclusion in Corporate and Club Records, duplicate copies of deposits and expenditures, bank statements and membership rosters; 22.214.171.124 The Treasurer shall provide monthly to the Secretary for inclusion in Corporate and Club Records, duplicate copies of significant documents pertaining to membership or association with the National Rifle Association, the State Rifle and Pistol Association, the Civilian Marksmanship Program, the Arizona Corporation Commission and any other affiliated associations of the Club. Significant documents shall include, but not be limited to: applications, required forms or filings, completed forms and approvals received from such affiliated associations or public agencies; 126.96.36.199 The Treasurer shall annually provide a written report for prior calendar year, and monthly reports at monthly meetings of the Board of Directors; 188.8.131.52 The Treasurer is responsible for billing and collection of annual renewal and new member Club dues due from the membership; 184.108.40.206 The Treasurer is responsible for maintaining an up to date and accurate roster of membership, and monthly copies of the same, referenced by date, shall be provided to the Secretary for archiving; 220.127.116.11 The Treasurer shall forward to the National Rifle Association, the State Rifle and Pistol Association, the Civilian Marksmanship Program, the Arizona Corporation Commission, and other affiliated associations, annual membership affiliation dues or fees due from the Corporation or Club.
ARTICLE 7 - VACANCIES IN OFFICE
Vacancies in the office of Director, President, Vice-President, Secretary and Treasurer may occur from time to time as a result of death or incapacity, unexcused absence or excessive absence, removal from office for failure to discharge duties, removal from office as a result of expulsion or failure to maintain membership, forfeiture of office by failure to abide the Bylaws, voluntary resignation, or under special circumstances automatically triggered by Article 14.
SECTION 1: ABSENCE, DEATH AND INCAPACITY
7.1.1 An officer or director of the Corporation who is absent for two consecutive meetings of the Board of Directors or three meetings of the Board during a calendar year without prior Board of Directors authorization, is subject to removal by two-thirds (2/3) vote of the Board of Directors; Page 11 of 22 Pages7.1.2 The death or permanent incapacity of an officer or director due to any cause automatically creates a vacancy in office. Temporary incapacity may be excused by the majority vote of the Board of Directors for a period not exceeding six (6) months from the first date of incapacity. Incapacity exceeding six (6) months automatically creates a vacancy in office, as though the officer or director died, though individuals who have been incapacitated may be returned to office at a later time following their recovery, by reappointment and/or reelection.
SECTION 2: REMOVAL FROM OFFICE
7.2.1 An officer or director of the Corporation may be removed from office for cause by a two-thirds (2/3) majority vote of the Board of Directors. Matters constituting cause include, but are not limited to: malfeasance or misfeasance in office, conviction of a crime, violation of Club or Corporate Rules or Codes of Conduct, incompetence in office, commission of an act or acts which harm the good name of the Club or Corporation; 7.2.2 When properly invoked, an officer or director of the Corporation is removed by the automatic provisions of Article 14; 7.2.3 An officer or director of the Corporation may be removed pursuant to the provisions of Article 4.
SECTION 3: RESIGNATION FROM OFFICE
7.3.1 An officer or director of the Corporation may resign from office at any time for any reason. Resignations by officers or directors of their office shall be submitted in writing to the President or Board of Directors. Resignations from office are automatically deemed accepted when submitted and are irrevocable, except in the case of a two-thirds majority vote of the Board of Directors allowing the withdrawal of a resignation.
SECTION 4: EFFECT OF VACANCIES IN OFFICE
7.4.1 Notwithstanding the provisions of Article 4, Section 2, in the event of a reduction in the number of active Directors below the four (4) specified as the minimum number, the remaining directors, whether one (1), two (2), or three (3) in number, shall continue to operate and manage the Corporation and Club, without question as to their authority, and at the earliest convenient opportunity, they shall undertake efforts to increase their numbers to the recommended levels provided in Article 4. The remaining Directors may act to replenish their numbers, without calling an election, in keeping with the provisions of Section 10-3811 of the Arizona Revised Statutes; 7.4.2 Article 7, Section 4, subsection 1, above shall remain in force whether the reduction in Directors occurs as a result of catastrophe, mass resignation, or the operation of Article 14 of these Bylaws;
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7.4.3 Vacancies in the offices of President, Vice-President, Secretary or Treasurer may be filled on a temporary basis by appointment of the Board of Directors, or by temporary appointment of the President or Vice-President in the absence of the President. “Acting” officer appointments may be made as short term fixes by the Board or President or in order to fill a term remainder or to be elected to office at the next Annual Meeting.
SECTION 5: FILLING VACANCIES IN OFFICE
7.5.1 Vacancies in office for Directors or Officers, due to any cause, may be filled by appointment of the President, subject to Section 5.2.1 and the approval of a majority of the member(s) of the Board of Directors. 7.5.2 Appointed Directors or Officers shall serve until the next Annual Election Meeting, except in the event of a Board Declared State of Club or Corporate Emergency, in which case, appointed service may continue until the second regularly scheduled date of the Annual Election Meeting, or an earlier Special Election Meeting called by the Board of Directors following a Board Declared End of Club or Corporate Emergency as defined is Article 10 of these Bylaws.
ARTICLE 8: MEETINGS
SECTION 1: ANNUAL MEETING AND ELECTION
8.1.1 The Corporation shall hold annually, a meeting of the General Membership for the express purpose of acquainting the membership with the status of the Corporation and Club, and to hold an election of officers and directors, and votes on issues of importance to the Membership, such as revisions to the Articles of Incorporation, or amendments or modifications to Bylaws requiring membership approval. This meeting shall be called the “Annual Election Meeting”; 8.1.2 The Annual Election Meeting shall be held on the third Wednesday in March every year. If for some reason the Annual Election Meeting cannot be held on the third Wednesday of March, the Board of Directors by a two-thirds (2/3) vote will reschedule the Annual Election Meeting within a reasonable time thereafter while the Officers and Directors continue in office until their successors are elected; 8.1.3 The “Club Year” is the period from the third Wednesday in March through the third Tuesday in March of the succeeding year.
SECTION 2: BOARD OF DIRECTORS MEETINGS
8.2.1 The Corporation Board of Directors shall meet monthly throughout the Club Year, at such time and place as the Board determines and approves. This is the “Monthly Board Meeting”; 8.2.2 Special Meetings of the Board may be held at any time upon the call of the President, or upon demand in writing to the President or Secretary, by any three (3) members of the Board;
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8.2.3 Club members are welcome to attend Monthly Board Meetings, and may at the discretion of the President and a majority of the Board, be invited to Special Meetings of the Board, but Special Meetings are generally “Executive Sessions” and not open to the public or members. Members attending Board Meetings have voice but no vote.
SECTION 3: SPECIAL MEMBERSHIP MEETINGS
8.3.1 Special Membership Meetings of the Club may be held at any time upon the call of the President, or the Board of Directors, or upon written demand of the membership, stating the object of the proposed meeting, and signed by not less than twenty percent (20%) of members entitled to vote; 8.3.2 Notice of the date, time, place and object of a Special Membership Meeting shall be provided to Club members via newsletter emailed to the member address listed in the Club roster of members, posted on the Club website(s) and by supplemental public notice if deemed necessary by a majority of the Board of Directors, no later than seven (7) days prior to the date fixed for holding such meeting; 8.3.3 The holding place of any Special Membership Meeting shall be fixed by the President; 8.3.4 Meetings held by the Membership not conforming to the foregoing and following provisions are of no force and effect.
SECTION 4: CONDUCT OF MEETINGS
8.4.1 All meetings held by the Corporation or Club shall be conducted in compliance with Roberts Rules of Order.
SECTION 5: QUORUMS
8.5.1 A majority of the currently seated Board of Directors constitutes a quorum for transacting Club business at Board of Directors meetings; 8.5.2 Members in good standing with voting rights who are present are eligible to vote and constitute a quorum at Annual Election Meetings and Special Membership Meetings, as are physically absent members in good standing with voting rights who are voting by mail as arranged and previously announced by the President and Board of Directors.
ARTICLE 9: CLUB RANGE OPERATIONS AND EMPLOYEES
As the primary stated purpose of the Corporation is the creation, development and operation of ranges where shooting sports may be conducted in an organized manner, there must exist a framework and management structure to achieve that purpose. The structure is comprised of two primary sections, Range Operations and Off Range Operations.
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Range Operations are straightforward. Off Range Operations are described as the business functions carried out in support of Range Operations, including but not limited to: accounting, banking, personnel administration, membership roster management, insurance, marketing, etc. Both Range and Off Range Operations may, from time to time, require the full or part time employment of individuals to carry out the necessary tasks involved with performing the necessary functions of the business operation they are charged with. Off Range Operations fall under the auspices of the Treasurer, President and Secretary, while Range Operations require an individual assigned to their diligent performance.
SECTION 1: GENERAL MANAGER OF RANGE OPERATIONS
9.1 The General Manager of Range Operations (hereinafter the “General Manager”) shall be appointed by majority vote of the Board of Directors. The General Manager is responsible for the management and operation of all Club Ranges and shooting facilities and shall have charge over Club personal property used at the Club range(s). The General Manager shall serve without compensation, voluntarily, until such time as the Board of Directors determines and resolves that the duties of the General Manager have reached such a scale that full time paid oversight is required, and the position is made a Club Employee. As long as the General Manager is voluntary and unpaid, s/he may serve as a Director of the Club if so appointed and elected. If the position of General Manager is paid, the General Manager is ineligible for Board Membership. The General Manager may not hold the office of President, Vice-President, Secretary or Treasurer under any circumstances. Additionally: 9.1.1 The General Manager shall schedule all competitions and matters relating to such competitions or range usage; 9.1.2 The General Manager is responsible for maintaining all ranges, overseeing and directing the activities of the Rangemaster in all matters pertaining to the daily operation and maintenance of the ranges; 9.1.3 The General Manager is the Chief Safety Officer of the Club.
SECTION 2: CLUB EMPLOYEES
9.2.1 In order to carry out the mandates of the Corporate Purposes of Article 2, the Club may engage the services of paid employees into various full or part time clerical, range operation, range mangement, and other positions necessary to conduct the business of the Corporation or Club.
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ARTICLE 10: CORPORATE AND CLUB EMERGENCIES
History teaches that emergencies often arise unexpectedly and require exceptional efforts to be overcome. Emergencies arise due to acts of Nature, accidents, mechanical failures, and numerous other causes, including acts by individuals, legal and otherwise. To preserve and protect the life and property of the Corporation, one or more provisions of these Bylaws may be suspended at the discretion of those involved and present at the arisal of the emergency, or thereafter until such time as the circumstances created by the emergency have been eliminated or overcome. The determining factor over what constitutes a “Corporate or Club Emergency” is what impact the occurrence has on the safety of Club members or Club property, or the future existence of the Corporation and Club in the form contemplated by the original Incorporators. Therefore, the following provisions apply in the presence of an emergency facing the Corporation or Club.
SECTION 1: RECOGNITION OF EMERGENCY AND SURROUNDING CONDITIONS
10.1.1 Corporate or Club Emergencies (hereinafter “the Emergency” or “Emergencies”) may be immediately recognizable or may not be immediately recognizable. Immediately recognizable “obvious” emergencies such as flood, meteor strike, fire, vehicular accident, building failure, etc., may require immediate action. Club Officers and Directors are empowered to act within financial limitations under normal conditions under the scope of these Bylaws. In the event of obvious Emergency, a lone Director or Officer who is present may act reasonably to protect Club or Corporate property, member safety, or the future of the Club by spending or committing Club resources to alleviate the Emergency condition that is present at the time, provided the Director or Officer first attempts to contact one or more Directors who are not present, to explain the nature of the Emergency, unless the Emergency is life-threatening, at which time the contact may be made after the life threat has been overcome. Reasonable acts of a single Director or Officer are authorized under such circumstances and the Board of Directors will later ratify and support Emergency mitigation acts so performed. 10.1.2 Corporate or Club Emergencies which are not immediately recognizable may be as varied as theft or embezzlement, identity theft of the Corporation or Club, illegal tampering or interruption of Club agreements or contracts with third parties, or other unauthorized acts of Club Officers or Directors, former Officers or Directors or other Club Members, or Club Employees, which threaten the good name or future existence of the Club or Corporation, its Board of Directors, or its Agreements with third parties, or its relationships with local, state and federal entities and agencies, and with the General Membership of the Club at large. Upon recognition, Emergencies of the type identified in this paragraph require wider lattitude and durabilty in office for sitting Officers and Directors so they have time to perform all acts necessary to protect the Corporation and Club, its properties and its Members. In the event of this type of Emergency, Club elections of Directors and Officers may be suspended for a period of up to two years from the date of Declaration of a Club or Corporate Emergency by the Board of Directors, by their two-thirds majority vote.
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SECTION 3: DECLARATION OF CORPORATE OR CLUB EMERGENCY
10.3.1 In the event of an obvious Emergency, the Board of Directors will issue an after-the-fact Declaration of Club Emergency specifying the nature and date(s) of the emergency and authorizing the reasonable expenditure of funds necessary to overcome the emergency, and authorizing the commitments made by the Director(s) or Officer(s) making said commitments at the time of the emergency; 10.3.2 In the event of a not immediately recognizable Emergency, the Board of Directors will issue an Declaration of Club Emergency specifying that a State of Club Emergency exists and, within 60 days thereafter will issue a Specific Declaration of Club Emergency explaining to members why the State of Club Emergency was Declared, and what extraordinary measures the Board Contemplates are necessary in order to overcome the State of Club Emergency. If extraordinary measures have already been taken by the Board, they will also be specified so that Members are not left to speculate as to what is really going on. Notwithstanding the immediately foregoing specification of extraordinary measures provided to the membership, the Board of Directors and Officers are not obligated to declare or explain information in their control or possession which might compromise the ability to overcome the Specific Emergency which was declared.
SECTION 4: AUTHORIZATION FOR DECLARING CLUB EMERGENCIES
10.4.1 Authorization for the Board of Directors to declare a state or states of Club or Corporate Emergency are granted herein, and by Article VI of the Corporation Articles of Incorporation, and by the “Emergency Powers” section of the Arizona Revised Statutes (§ 10-3303).
ARTICLE 11: CORPORATE AND CLUB FINANCES
11.1 As a general rule, Officers and Directors shall be careful in the expenditure of monies on behalf of the Club, and except for routine expenditures, no money shall be obligated by an official of the Club in excess of an amount of Five Hundred Dollars ($500.00.) The Board of Directors must approve all larger expenditures. 11.2 Officers and Directors of the Club may be reimbursed for approved out of pocket or other Board authorized expenditures. This provision does conflict with previous provisions prohibiting the compensation of officers and directors. 11.3 Club employees may be reimbursed for approved out of pocket or other Board authorized expenditures. 11.4 Club members selected as delegates and travelling as official representatives of the Club or Corporation may be reimbursed for authorized travel and accomodations expeditures, or be paid per diem at the discretion and order of the Board of Directors.
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ARTICLE 12: CORPORATE AND CLUB RULES AND PROCEDURES
SECTION 1: RULES
12.1.1 The Board of Directors may find it necessary from time to time to promulgate and publish Rules, including codes of conduct, to be observed by Club Members, Club Employees, and Corporate Officers and Directors, and it is authorized to do so. All rules of the Corporation or Club shall, on the first page of the document, contain the statement under the document title, “Official Rules of The Prescott Sportsmen's Club, Inc.” 12.1.2 Members shall be provided copies of all rules when published and rules shall be made available for inspection upon the request of any Club Member or Club Employee.
SECTION 2: PROCEDURES
12.2.1 The Board of Directors may find it necessary from time to time to promulgate and publish Procedures, to be observed by Club Members engaged in Club business activities, Club Employees, and Corporate Officers and Directors, and it is authorized to do so. All Procedures of the Corporation or Club shall, on the first page of the document, contain the statement under the document title, “Official Procedures of The Prescott Sportsmen's Club, Inc.” 12.2.2 Members, officers, directors and employees shall be provided copies of all procedures when published and rules shall be made available for inspection upon the request of any Club Member or Club Employee.
ARTICLE 13: CORPORATE AND CLUB COMMITTEES AND DELEGATES
SECTION 1: COMMITTEES
13.1 From time to time, the Board or President may find it necessary or useful to create committees for the accomplishment of stated purposes, and may do so as it sees fit, so long as the committees are staffed with screened Club Member Volunteers and overseen by the Officer or Director made responsible by Board majority vote to head or monitor the committee.
SECTION 2: DELEGATES
13.2 From time to time, the Board or President may find it necessary or useful to approve the appointment of members as Delegates representing the Club at conventions, meetings, etc., and it is authorized to do so, provided that appointed delegates are duly elected by majority vote of the Club members present at any Club meeting or Board Meeting.
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ARTICLE 14: CORPORATION AND CLUB SELF-DEFENSE
Like a natural person, a corporation's life or continued existence may be subjected to external threats. Like a natural person, a corporation may be subject to illness from within which also threatens existence. As there are no antibiotics to treat a corporation, there must be rules in place that function to mitigate or eliminate internal and external threats. The provisions of this Article are intended to help achieve that goal, especially if normal channels of assistance are unavailable.
SECTION 1: EXTERNAL THREAT MITIGATION
14.1.1 External threats to the Corporation or Club may take many forms: From one or more individuals bent on harming a Club Member or Members, or damaging the Club's property or property interests, or by damaging the Club's good reputation and goodwill among its members, affiliates, business partners, suppliers or vendors, or the general public at large; From one or more non-members, whether person or corporation, assisting Club members in an effort or efforts to take over the Corporation Management or Board of Directors by methods other than those allowed in the Bylaws or Articles of Incorporation; From one or more corporations or governmental agencies denying the Corporation or Club its rights under contract or at law, including Civil Rights guaranteed by the United States Constitution; From any combination of the foregoing entities or individuals working together, or in conspiracy, to threaten, damage or otherwise cause the Corporation or Club to expend unnecessary sums in its own defense or to enforce its rights under contract or the laws of the land. When faced with an external threat including but not limited to all of the foregoing, the Board of Directors is authorized under Article 6 of the Articles of Incorporation to act with all necessary expediency in the interests of protecting the Corporation or Club, including exercising the powers granted under Article 10 of these Bylaws.
SECTION 2: INTERNAL THREAT MITIGATION
14.2.1 When faced by internal threats to Club property, Club goodwill or the good reputation of the Board of Directors, by one or more Club members, acting through subterfuge, alone or with the cooperation of one or more seated Officers or Directors, the member expulsion provision of Article 4, Section 18.104.22.168 is activated automatically and those Club member(s) named an “Internal Threat Participant” whether acting alone or with others, and shall at once cease to be Club members upon a two-thirds majority confirming vote of the Board of Directors at any Board meeting, whether regular or special. Members whose good standing is automatically revoked and their membership terminated under this provision shall have no right of appeal. The Board of Directors shall only name Club Member(s) an “Internal Threat Participant” after having been presented satisfactory evidence of the same. Evidence sufficient to produce a two-thirds (2/3) majority vote by the Board of Directors shall be deemed satisfactory evidence and not subject to later dispute.
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SECTION 3: RENEGADE ACTS OR BEHAVIOR BY DIRECTORS, OFFICERS OR MEMBERS
14.3.1 Any Corporate Director, Officer or Club member, whether acting alone or in concert with others, shall be considered “renegade” when they act and behave at cross purposes to, or in blatant disregard of these Bylaws, the Articles of Incorporation, Rules or Procedures of the Club, and state or federal law, or fail or refuse to carry out an important lawful instruction of the Board of Directors or responsible Club Officer, and their acts and behavior shall constitute all necessary evidence to invoke the automatic operation of Subsection 14.3.2 of these Bylaws. 14.3.2 Any Corporate Director, Officer or Club member shall at once cease to be a member in good standing of the Club upon the instance of their renegade behavior, and their membership is automatically terminated, revoked and forfeit, together with any office. This provision operates automatically. A vote of the Board of Directors or membership is not required for the operation of this provision. The operation of this provision is not subject to appeal by any individual whose Club membership is terminated, revoked and forfeit as a result of its operation. Any member whose membership is terminated and revoked by automatic operation of this provision shall be later notified in writing of said termination and revocation revocation by the President or Secretary of the Corporation, by Certified U.S. Mail sent to the last roster address of the member.
ARTICLE 15: BYLAWS AND ARTICLES AMENDMENT AND REVISION
From time to time, the Board of Directors may find it desirable or necessary to revise, alter or amend the Bylaws or Articles of the Corporation and Club and it is authorized to do so in accordance with Article 6, paragraph 3 of the Articles of Incorporation.
SECTION 1: CHANGES TO THE BYLAWS
15.1.1 The Board of Directors is authorized to make such amendments or changes to the Bylaws as they deem necessary for the benefit of the Corporation, Club or Membership, including the recission or suspension of Bylaws sections or provisions when deemed necessary for the survival of the Club or Corporation; 15.1.2 Any changes in these Bylaws, or amendments thereto, that require changes in the Articles of Incorporation on file with the Arizona Corporation Commission must be made in compliance with the existing laws of the State of Arizona and the Corporation Commission.
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SECTION 2: CHANGES TO THE ARTICLES OF INCORPORATION
15.2.1 The Board of Directors is authorized to change the Articles of Incorporation of this Corporation, provided such changes are in compliance with the existing laws of the State of Arizona and the Corporation Commission, and said changes are ratified by a two-thirds (2/3) majority vote of the Members as provided in Article X of the Articles of Incorporation.
ARTICLE 16: MISCELLANEOUS
16.1 When used herein, the terms “written” or “in writing” refer to printed or hand written documents, not means of electronic communication, such as computer files, email, text message, portable document format documents or other such electronic formats. Facsimile transmissions of written, signed and dated documents are considered satisfactory for purposes of transmitting communications or resignations to the Club or Board of Directors, provided the original copy of such facsimile transmission is later delivered in person, or by postage prepaid, First Class U.S. Mail. 16.2 When used herein, the term “signed” refers to the process of hand written signature by an individual, applied to paper and dated by the signer when signed. 16.3 When used herein, the term “sealed” refers to the affixing to written documents of the corporate seal by the Secretary, who is the keeper of the seal.
ARTICLE 17: DISSOLUTION
(Copied directly from Article 9 of the Articles of Incorporation) 17.1 Upon the dissolution of this Corporation, whether such dissolution shall result from voluntary action on the part of the Board of Directors, Court Order, lapse of time, or otherwise, no part of the remaining assets of the Corporation, after discharge of corporation liabilities, shall inure to the private profit, benefit, or advantage of any Officer, Director, or member of the Corporation, but the whole of such remaining assets shall be distributed by the Board of Directors to any corporation with similar objects and purposes to those of this corporation and shall be exempt from Federal taxes under the provisions of Section 501 (c) of the Internal Revenue Code of 1951, or any amendments thereto.
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PAGE 22 is the acknowledgements and signature page. It is graphical in nature. To view it, see the PDF version of these bylaws.
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© 2019 by Prescott Sportsmen's Club, Inc. All rights reserved.