Old #4 Rod, Gun and Snowmobile Club Bylaws
Article I Name:
The name of this corporation shall be Old #4 Rod, Gun and Snowmobile Club, (hereinafter the “Corporation”).
Article II Offices:
The principal address for the transaction of business shall be located at 805 Old Claremont Road, in the town of Charlestown , in Sullivan County, state of New Hampshire.
Article III Nonprofit Purpose:
The Corporation shall be organized and operated as a recreation club within the meaning of §501(c)(7) of the Internal Revenue Code of 1986. The purpose of the Corporation shall be to promote various activities for its members hip and wildlife conservation for the greater community. The activities of the Corporation shall be to foster interest among its members in the many services a snowmobiler can perform; to aid distressed people wherever and whenever the occasions arise; to assist local police, fire and other civil officers; to provide transportation, which is of value or benefit to the general public; to foster interest and participation in shooting and fishing sports by the club members and of club members; and to sponsor snowmobile, bow, and hunter safety courses.
Article I V Policy of Non -Discrimination:
The Corporation will not discriminate on the basis of race, color, sexual orientation or national and ethnic origin.
Article V Membership: In accordance with RSA 292:6B, the Corporation shall have members, all of who m are of one class, with each member entitled to no more than one vote.
Adult membership in the Corporation shall be open to any person eighteen (18) years of age and older , with an interest in snowmobiling or sporting activity.
Any member entitled to a free hunting and fishing license at age 68 and has been a paid club member for five (5) or more year s will receive a lifetime membership in the Corporation.
Section 1. Resignation of Members: Any Board member may resign at any time by giving written notice to the President. Any such notice shall take effect as of the date of the receipt of such notice or at any later time specified therein.
Section 2. Removal of Members: Any member may be removed with due cause at a meeting of the Board duly called for such purpose by a majority vote of the disinterested members of the Board.
Article VI Board of Directors
Section 1. General
The governing body for the Corporation shall be the Board of Directors and consist of eleven (11) members. The Board shall have authority to manage the activities, property and affairs of the Corporation and shall determine the manner in which the funds of the Corporation, both principal and income, shall be applied within the limitations of the Articles of Incorporation, these Bylaws, State of New Hampshire Statutes, and the Code. It shall be the duty of the Board to:
A. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws.
B. Appoint and remove, employ and discharge, and except as otherwise provided in the Bylaws, prescribe the duties a nd fix the compensation, if any, of all officers, agents and employees of the Corporation.
C. Meet at such times and places as required by these Bylaws.
D. Register their addresses with the Secretary of the Corporation, and notices of meetings mailed or e -mailed to them at such addresses shall be valid notices thereof.
Section 2. Attendance
Any member in good standing will be eligible, when duly nominated, to hold any office or to be appointed to serve on any committee.
Article VII Officers
Section 1. Designation of Officers The officers of the Corporation shall be President, Vice President, Secretary , Treasurer , Senior Trail Master, Range Master, Assistant Range Master and four (4) elected Directors.
Section 2. Election and Term of Office The term of office shall be one year, with a slate nominated at the Annual Meeting. Officers may not serve more than six (6) consecutive terms before stepping away from the Board for a year.
Board members may not hold more than one officer position. All elected officers shall serve for one (1) year, with the exception of the four (4) Director positions . These Director positions s hall also act as Auditors and serve term s of two (2) years.
Section 3 . President The President shall preside over all meetings of the Corporation and act as the official representative and spokesperson of the Corporation, including the following:
• Call the meeting to order at the proper time ;
• Announce each item for business in stated order ;
• State all proper questions and put them to a vote, declaring the results of said vote ;
• State points of order or course of proceedings when requested and announce them to the membership ;
• Receive all messages and other communications and announce to the membership ;
• Set forth the Corporation in signing documents.
Section 4. Vice -President To perform the duties of the President in the absence of the President.
Section 5. Secretary The Secretary shall maintain a correct and complete record of the proceedings and shall read the minutes at the next meeting. In absence of the President and Vice- President, the Secretary shall call the meeting to order and shall occupy the Chair position while the membership proceeds to elect a Chair person Pro Tem. The Secretary shall:
• Read papers to act upon, when requested to do so ;
• Call the role when necessary
• Maintain a list of committees, members assigned, an d the purpose of all committees ;
• Provide a signature, along with the presiding officer when necessary, all acts, orders and proceedings of the assembly;
• Maintain a petty cash fun d of $100 each month for expenses and present receipts for any purchases at the next meeting.
Section 6. Treasurer: The Treasurer shall be responsible for the collection, safekeeping, and disbursement of all funds and assets , including the following:
• Keep and maintain financial records of all transactions of the Corporation
• Submit a financial accounting of the Corporation’s transactions and financial status at the Annual Meeting , announcing the amount in the treasury at the beginning of the year, the amount received during the year, the amount paid out and the balance on hand.
• Provide accounting and financial reports for examination by the Auditing Committee
• Prepare or oversee any necessary documentation for the IRS related to the finances of the Corporation , as required by federal or State statute or regulation.
• Maintain a petty cash fund of $100 with expenses and receipts for any purchases presented at the next meeting.
Section 7. Trail Administrator: The Trail Administrator shall be responsible for maintenance and upkeep of the club’s trails and equipment throughout the year. Members of the Club shall abide by the decisions of the Trail Administrator . The Trail Administrator shall appoint assistants for aid in making plans and trail layouts and will have a $500 petty cash fund each month for expenses. Receipts are to be turned in at the next meeting.
Section 8. Range Master: The Range Master shall be responsible for maintenance and upkeep of the club’s shooting range, buildings and equipment throughout the year, including the following:
• The Range Master shall be at all regular range events or assign someone else in their absence. Anyone planning a special event will notify the Range Master at least two weeks in advance. The Range Master would not be required to attend these special events if arranged by another member.
• The Range Master shall chair a committee to draft and enforce safety rules, to be approved by a majority vote of club members at any regular club meeting. The Range Master shall be responsible for ensuring these rules are conspicuously posted on the shooting ra nge and range boundaries .
• The Range Master shall have the authority to expel any club member or guest of a club member who is in violation of range safety rules.
• The Range Master shall have a $500 petty cash fund each month for expenses. Receipts are to be turned in at the next meeting.
Section 9. Assistant Range Master: The Assistant Range Master’s duties will include those of the Range Master, including rule enforcement, maintenance and upkeep of the range, buildings and equipment, and will operate under the direction of the Range Master. This position will defer to the Range Master for all decisions made about special events of any type, safety rules, open and closed range days or times, and any other necessary decisions. The Assistant Range Master shall have the authority to expel any club member or guest of a club member who is in violation of range safety rules.
Section 10 . Directors: Directors will serve with the above named officers; consider and act upon any complaints; appoint members or fill any vacancy occurring in any office for an unexpired term; act as auditors of the financial records; carry out the wishes of the membership and act in the interest of the club.
Article VIII Committees
The President may appoint a chairperson for any committee. A chairperson may then appoint their own committee members; however, this privilege may be waived if chosen.
A Nominating Committee will be appointed at the February meeting. This committee shall present its proposed slate of officers at the March meeting and election of officer will be held at the Annual Meeting in April.
Article IX Meetings: Regular meetings will be held on the Second (2 nd ) Tuesday of the month at 7:00pm . A sign -in sheet will be provided at each meeting for attendance recording. Change s to meeting dates and times will be by agreement of the majority of officers. Notification of meeting changes shall be posted at the range and groomer barn, on the website, and to the social media account five (5) days prior to the meeting . Meetings shall be governed by Robert’s Rules of Order insofar as such rules are not inconsistent with or in conflict with the Articles of In corporation, these Bylaws, or with provisions of law.
A quorum for business meetings shall consist of at least seven (7) of the current membership, with three (3) of those present being officers. A majority of quorum will suffice to render a decision by vote at regular meetings.
Voting eligibility at the Annual Meeting occurs when the member has attended not less than three (3) monthly meetings per year, including the Annual Meeting. The term “year” means from Annual Meeting to Annual Meeting.
Consumption of alcoholic beverages will not be permitted during any business meeting. Any member who shall commit an act of violence while malice aforethought, causing bodily harm to any other member, or who’s conduct or language shall become obnoxious, during any business meeting or any club function, can be disqualified from membership immediately by the President or a Director.
Complaints shall be heard, considered and acted upon by the Board of Directors.
Special Meetings: Special meetings of Corporation may be called by the President, or at the written request of five (5) members . Notification must be five (5) days in advance b y the Secretary.
Order of Business: Meeting Agenda: 1) Call meeting to order 7) Unfinished Business 2) Roll Call 8) Suggestions for good of the order 3) Reading of the minutes of the last meeting for reference 9) Reading and Adopting Minutes 4) Treasurer’s Report 10) Motion to Adjourn Meeting 5) Committee Reports 6) Bills and Accounts
Article X Dues: All dues for membership shall be paid on or before July 1st of the calendar year. Dues paid after March 1st (for new members only) will expire June 30th of the following year. The amount of dues shall be determined at the Annual Meeting for the following membership year and categorized as Range -only, Snowmobile -only or combination of both. Any membership including Range shall have $10.00 directed to the Range account.
Renewal dues paid before May 1st will expire June 30th of that year. Dues paid after March 1st (for new members only) will expire June 30th of the following year. All elected officers’ dues must be paid on or before July 1st of the calendar year. All memberships are family memberships, defined as immediate family living within the same household, including spouse and children under the age of eighteen (18). See Article V, Membership.
Article X I Property Usage: Any use of club property by any organization or group shall be approved by the Board of Directors at a regular monthly meeting, prior to the requested date of use. All groups o organizat ions who use club property shall be by contract with the club, as approved by the Board of Directors.
Article X II Conflicts of Interest: Any possible conflict of interest on the part of any member of the Board of Directors or membership shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board of Directors. Where the transaction involving any member of the Corporation exceeds ($500) five hundred dollars in a fiscal year but is less than five thousand dollars ($5,000) in a fiscal year , a two -thirds vote of the disinterested Board is required , as well as publication in the legal notices of the newspaper. . The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting and the actual vote itself. Every new Board member will be advised of this policy and shall sign a statement acknowledging, understanding, and agreeing to this policy. The Corporation shall comply with all requirements of New Hampshire law .
Article XI II Limitation on Activities: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any member, director or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article Three hereof.
Article XIV General Provisions: Section 1: Indemnification by Corporation of Board Members Provision eliminating or limiting the personal liability of a Board member to the Corporation for monetary damages for breach of fiduciary duty as a Board member: No m ember of the Board of Directors shall be liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a director, an officer or both, except with respect to: (1) any breach of a director’s duty of loyalty to the Corporation or its members; (2) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) actions for which the Board member, officer or both derived an improper personal benefit. Section 2. Insurance for Corporate Agents Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of In corporation, these Bylaws or provisions of law.
Section 3. Contractual Obligation: No officer or member shall contract any debts for or against the Corporation without first being authorized to do so by a majority vote of the Corporation at any regular meeting. In an emergency the officer of the affected area shall contact the highest officer available for approval to expend funds beyond their petty cash allowance.
Section 4. Dissolution In the event of dissolution of this Corporation , after paying or adequately providing for the debts or obligations of this Corporation, the Board of Directors, or persons in charge of liquidation, shall grant, convey, assign and transfer the remaining assets of this corporation unto such organization or organizations organized and operated exclusively as social and recreation clubs or for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under § 501(c)(7) or § 501(c)(3) of the Code as the Board of Directors shall determine. In no event shall any of such assets or property be distributed to any member, director or officer, or any private individual. The assets transferred to any organization listed above shall be used within the state of New Hampshire , exclusively for the purposes specified. If the Corporation holds any assets in trust at the time of dissolution thereof, such assets shall be disposed of in such manner as may be directed by decree of the Sullivan County Superior Court, upon petition therefore by the Attorney General, or any person concerned in the liquidation. The following procedure will be exercised when, and if, feasible :
• All range -specific assets shall be donated to one (1) or more qualifying rod and gun clubs, without recompense.
• All snowmobile -specific assets shall be donated to one (1) or more snowmobile clubs, without recompense.
• All remaining assets, both physical and financial, shall be liquidated and donated equally between qualifying rod, gun and snowmobile clues, without recompense.
Article X V Amendment of Bylaws: The Bylaws may be altered, amended, or repealed by a majority vote of the Corporation at any regular meeting. All recommended changes to the Bylaws shall be presented by any member in good standing to the Board of Directors in writing at least one (1) month previous of the action to be taken. However, in no event may any amendments be made which would affect the Corporation’s qualification as a tax -exempt organization pursuant to Section 501( c)(7) of the Code or corresponding section of any future federal tax code. Article XVI Construction and Terms If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Agreement, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this Corporation filed with an office of this state and used to establish the legal existence of this Corporation. All references in these Bylaws to a section of sections of the Code shall be to such sections of the Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.