Brooklyn Sportsman’s Club, Inc.
BY-LAWS
(Adopted April 13, 2011)
Article I.
Name and Purpose
Section 1.1. Name. The name of this organization is the Brooklyn
Sportsman’s Club, Inc. (“Club”)
Section 1.2. Location. The Club, a NONPROFIT CORPORATION
incorporated in the state of Michigan, shall
maintain a registered office in Michigan.
The Club shall maintain its principle place of business in a location
determined by the Board of Directors (Board).
Section 1.3. Objectives.
To promote education, sportsmanship, environment, and natural
resources.
Section 1.4. Preamble. We, the members of the Brooklyn Sportsman’s
Club, believe in the principles of sportsmanship, preservation of land, fish,
fowl, game, and all forms of conservation, and know that when these principles
are followed the community benefits as a whole, particularly the sportsman,
farmer and the lover of nature, and therefore, we have joined together in
association for the purpose of fostering these principles.
Article II. Membership
Section 2.1. Classes. Qualifications, rights, and responsibilities for
the various classifications of members shall be established by the Board of
Directors. Membership is nontransferable and shall be one of four (4) classes:
(a)
Regular. Any natural person
interested in the promotion and development of the Brooklyn Sportsman Club is
eligible for regular membership. Regular members have voting rights.
(b) Executive. In order to receive “Executive” status, The
Brooklyn Sportsman Club Board of Directors will vote regarding recognition of
“Exemplary Status”.
(c) Life. Annual dues for Life Members are to be
determined by the Board. Requirements for Life membership are that the member
is at least 65 years of age or older and has at least ten (10) years of
consecutive years of membership. As a Life Member, we would also like to ask
for your participation as a mentor for new members. Life members have voting
rights.
(d)
Honorary. Any natural person, other than a regular
member, may be designated as a honorary member by board resolution. Honorary
members do not have voting rights.
Section
2.2. Admission. Any natural person 18 years or older may
become a member of this corporation, upon subscription to the aim and purpose
thereof, and upon payment to the Treasurer the annual dues, initiation fee and
provided further that the Board has approved the application by voting. New
members must log hours during their probationary period.
Section
2.3. Dues. The Board shall determine dues, fees, and
special assessments.
Section
2.4. Termination and Suspension.
(a) Board Direction. Any
membership may be terminated or suspended by a decision of the Board. Cause for
termination or suspension includes, but is not limited to, conduct which is
prejudicial to the interests of the Brooklyn Sportsman’s Club. Any member whose
membership is recommended to be terminated or suspended by the Board must
receive written notice at least fifteen (15) days prior to termination or
suspension and an opportunity to be heard, either orally or in writing, at
least five (5) days prior to the proposed termination or suspension.
(b)
Nonpayment
of Dues. Failure to render payment of dues within thirty (30) days from the due
date will result in termination of membership. The Association will provide
reasonable notice that payment of dues is outstanding.
(c)
A
statement of the dues payable will be sent by mail to every member of record by
December 1st of each year.
(d)
Any
member who becomes default in their dues on the first day of February in any
year shall be dropped from the membership.
(e)
Any
member who shall violate any of the game laws of the State of Michigan, the
United States of America, and who shall have been convicted and found guilty
thereof, by any court of competent jurisdiction, shall immediately be expelled
from membership and participation in any activities of the Club for the period
of one (1) year.
Section 2.5. Reinstatement. Payment of one year's dues, fees, and
assessments in arrears shall entitle a member to reinstatement, unless the membership
was terminated by Board decision, as provided in section 2.4.
A membership terminated by Board decision may be reinstated
only upon approval by a majority of the Board and payment of an amount equal to
one year's dues, fees, and assessments in arrears. A suspended member must pay
outstanding dues, fees, and assessments in arrears.
Article III. Meetings of Members
Section 3.1. Any or
all meetings of the members and the Board may be held at anyplace within the county of Jackson,
in the state of Michigan.
Section 3.2. Regular.
Meeting of the members shall be held not less than six (6) times per year,
except as may be ordered by the President of the Board.
Section 3.3. Annual. Meeting shall be held on the regular meeting
night in August of each year.
(a)
At the annual meeting the Board shall submit to the members a general
statement of activities, business, and financial condition of the Corporation.
Section
3.4. Special. Special meetings of
the Board may be held at any place, at any time, whenever called by the
President or Secretary/Treasurer, or any Three (3) or more Directors.
(a) Notice
of Special Meetings. Notice of the time and place of special meetings of the
Board shall be given by the Secretary/Treasurer, or by the Directors calling
the meeting, by mail, telegram, or by personal communication over the telephone
or otherwise, at least twenty-four (24) hours notice to the date on which the
meeting is to be held. Neither the business to be transacted nor the purpose of
any meeting of the Board need to be specified in the notice.
Section
3.5. Order of business at all meetings
of members shall be as follows:
(a)
Calling
the meeting to order.
(b)
Pledge
of allegiance.
(c)
Preamble
(d)
Reading and acceptance of
the minutes from the previous meeting.
(e)
Report
of the Treasurer
(f)
Report
of the Standing Committee(s).
(g)
Old
business.
(h)
New
business and communications.
(i)
Good
of the Club.
(j)
Motion
to adjourn.
(k)
Program,
refreshments, etc.
Section
3.6. The public shall be admitted to all
meetings, except the Annual Meeting.
Section
3.7. The Board of Directors shall meet
as a board at least once every three months, at such hour and place as shall be
designated by the President and upon giving at least twenty-four (24) hours
notice all Directors.
Section 3.8. Rules
and Procedures. The rules of
procedure at meetings of the Board of the corporation shall be the rules
contained in Robert’s Rules of Order on Parliamentary Procedure, newly revised,
so far as applicable and when not inconsistent with these Bylaws, the Articles of
Incorporation, or any resolution of the Board.
Article IV. Voting and Elections
Section 4.1. Act
of the members. Each member in good
standing shall be entitled to one vote at any regular meeting.
Section 4.2. Proxies. There shall be no voting by proxy.
Section
4.3. Quorum. A majority of the Board shall constitute a quorum for the
transaction of business. The act of the majority of Directors present at a
meeting at which a quorum is present shall be the act of the Board, any
business may be transacted, and the Board may exercise all of its powers. A
quorum of members shall be the majority members present in person at any
membership meeting.
Section
4.4. Election Procedure. At the annual meeting the floor shall be
opened for nominations. The nominations for Officers and Directors shall be
made verbally from the floor by the members in good standing. Individuals can
be nominated weather or not they are present. If a member who is not present is
nominated from the floor, the member nominating him/her shall present a signed
statement from the nominee indicating willingness to serve.
(a)
Voting
at elections shall be by secret ballot, on all other questions: by rising of
the hands, unless a secret ballot is requested by at least three (3) members.
(b)
The
President shall appoint two (2) members (tellers), who shall distribute,
collect, and count the ballots. The tellers shall distribute one (1) ballot to
each member, in good standing, and who is present.
(c)
Results
of the election shall be announced to the members present.
(d)
All
votes shall be kept on file for one (1) year.
(e)
All
Elected Officers and Board members shall take office immediately following
their election.
Article V. Board of Directors
Section 5.1. Powers. The affairs of the Club shall be managed by
the Board of Directors.
Section 5.2. Number. There
shall be at least five (5), but not more than eleven (11), Directors of the Club.
The Board may, by majority resolution, adjust the number of Directors, provided
that the number is not decreased below five (5) nor increased beyond eleven
(11), and that the term of an incumbent is not decreased.
Section 5.3. Officers. The elected officers are; President, 1st
Vice President, 2nd Vice President, Secretary, and Treasurer.
Officers will also serve as active voting members of the Board of Directors
during their term of office. The out going President shall be retained as an
advisor to the board.
Section 5.4. Directors. At all annual elections, two (2) Directors
shall be elected for a term of three (3) years to succeed the two (2) Directors
whose terms expires. Nothing herein contained shall be construed to prevent the
election of any Officer or Director to succeed them.
Section 5.5. Attendance. Any Director who shall be
absent from three (3) consecutive meetings without an acceptable excuse and
suitable notice to a member of the Board, shall be automatically deemed to have
vacated the office.
Section 5.6. Vacancies. For whatever reason a vacancy on the Board
shall be filled by a member appointed by the Board, or a new Director shall be
elected by the members at the Annual Meeting to fill the office for the
remainder of the term.
Section 5.7. Other Officers or Agents. Such other Officers and agents as the
Board may deem necessary for the transaction of the business and affairs of
this Corporation may be appointed by the Board of Directors.
Section 5.8. Business. The business, property and policies
and affairs of this Corporation shall be managed by the President, 1st
and 2nd Vice Presidents, Secretary, Treasurer and the Board of
Directors. The Board may conduct business and communicate by any electronic
means or by mail provided all board members have been notified.
Section 5.9. Loans. The Board of Directors shall have the
power to borrow such money as they may, in their judgment, deemed necessary to
carry on the work and plans of such Corporation, and may pledge as security
such property as may be held by the Corporation. No loans shall be made by the
Club to any Member, Director, or Officer of the Club.
Section 5.10. Rental.
Rental of the club house shall be reviewed, by the Board of Directors,
yearly for any adjustments of rates needed.
Article VI. Officers
Section 6.1. President. The President shall be elected by the
members at the Annual Meeting. They shall be the Chief Officer of their
association. They shall preside at all meetings of the Board of Directors and
Members. They shall have general and active management of the business, and
shall have general powers and duties of supervision and management usually
vested in the office of President of a Corporation. They shall see that all
orders and directives of the Board of Directors are carried into effect to
include public relations.
Section 6.2. Vice
Presidents. Two (2) Vice
Presidents shall be elected by the members at the Annual Meeting. The 1st
Vice President shall perform the duties and exercise the powers of the
President during the absence or disability of the President, and be in charge
of all programs after meetings. The 2nd Vice President shall be the Sergeant
at Arms, and in charge of all refreshments during meetings.
Section 6.3. Secretary. The Secretary shall be elected by the
members at the Annual Meeting. They shall give all notices required by statue,
by laws, or resolutions. They shall have charge of distribution of membership
cards, and keep an up to date record of the names and addresses of all members
and they shall send a statement of dues payable the first of December of each
year. They shall attend all meetings of the members and of the Board of
Directors and preserve in the book of this club, true minutes of such meetings.
They shall perform other duties as may be deemed necessary by the Board of
Directors.
Section 6.4. Treasurer. The Treasurer shall be elected by the members
at the Annual Meeting. They shall have custody of all corporate funds and shall
keep in books belonging to this club, full and accurate accounts of all
receipts and disbursements. They shall deposit money in the name of this Club
in such a bank as may be selected by the Board of Directors. Whenever requested
by the President, they shall render an account of their transactions as
Treasurer, and of the financial condition of this Club. They shall, if ordered
by the Board of Directors, deliver to the President, a surety bond in such form
and amount, and upon such conditions as the Board of Directors may prescribe.
All checks issued by the club shall be signed by the Treasurer and any one of three
(3) designated Officers.
Section 6.5. Term. All Officers shall be members in good
standing and shall serve for the term of one (1) year or until the next annual
election.
(a) No
one may at any time hold more than one (1) office.
Article VII. Standing Committees
Section 7.1. The President shall have the power to appoint
such standing committees as deemed necessary or advisable and to prescribe
their function, powers and duties. Any compensation shall be determined by the
Board of Directors.
Section 7.2. The committees, as an example, but not limited
to; Membership, Grounds, Kitchen, Archery, Pistol, Rifle, and Sporting Clays.
Section 7.3. Committee Meetings. Committee meetings shall be conducted in
accordance with the Standing Committee Guidelines located in Rules and
Guidelines.
Article VIII. Amendment of By-laws
Section 8.1. These by-laws and amendments thereof, may be
amended, altered, changed, added to or repealed by the affirmative vote of
two-thirds (2/3) of the members present in person at any regular meeting.
Provided thirty (30) days prior to any vote to amend or alter these by-laws
that a written notice be given, by mail, to each member of record.
Article IX. Dissolution of Corporation
Section 9.1. In the
event of dissolution, all of the remaining assets and property of the
Corporation shall, after necessary expenses thereof, be distributed to such
organizations as shall qualify under Section 501 C. 3, of the Internal Revenue
Code of 1954 as amended. Subject only to any order of a court of competent
jurisdiction.
Article X. Indemnification
Section
10.1 Indemnification of Directors and
Officers. Each Director or
Officer now or hereafter serving the corporation and each person who serves at
the request of or on behalf of the corporation as a director or officer of any
other corporation, whether for profit, or not for profit, and the respective
heirs, executors, and personal representatives of such person, shall be
indemnified by the corporation against expenses actually and necessarily
incurred in connection with the defense of any action, suit or proceeding in
which such person is made a party by relation to matters as to which such
person shall be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duties; but such indemnification
shall not be deemed exclusive of any other rights to which such person may be
entitled under any Bylaw, agreement, vote of Board, or otherwise.
Article XI. Club Lease Agreement
Section 11.1. Rental.
Rental of the Club shall be to members who have been with the Club
at least six (6) months, or non-members as approved by the Board. (Weddings,
Reunions, Anniversaries, etc.) No Las
Vegas style Parties.
(a) The
Renter must be present throughout the entire event.
(b) The
Renter agrees to accept full responsibility for all breakage, damage, or
carrying away of any property belonging to the Club. Further, the Renter agrees
to compensate the Club for the cost of cleaning at the termination of this
agreement, if the cost should be found to be excessive and such excessive cost
is directly attributed to the unreasonable use by the member.
(c) Rental
fee is due immediately when application is made. Thirty (30) day notice of
cancellation is required. There shall be no refund of fees if less than thirty
(30) days notice is given.
(d) Exact
time(s) of rental must be given.
(e) Key
to clubhouse must be returned A.S.A.P.
(f)
All rentals and payments to be made directly to
the Board of Directors ONLY.
