ARTICLE I
CLUB NAME & WEB SITE
The name of this club shall be known as Waushara County Archers, Inc. and offices shall be located in such places as the Board of Directors from time to time near the city of Wautoma, County of Waushara, State of Wisconsin. The web site names will be wausharacountyarchers.com or waushararchers.com.
ARTICLE II
MEMBERS MEETINGS
Section 1. Place. All meetings of the members of this club shall be held at any place, within or without the State of Wisconsin, designated by the Board of Directors.
Section 2. Regular Meetings. The Club shall hold regular meetings to be held at a place and time at the board’s discretion, and notice thereof shall be given to each member entitled to vote there at least five (5) and not more than thirty-one (31) days prior to the meeting.
Section 3. Special Meetings. Notice of a special meeting of members stating the time, place, and purpose thereof, properly addressed according to the last available club records, shall be delivered or mailed not less than five (5) nor more than thirty (30) days before the meeting, to each member entitled to vote thereat. Notice will be via e-mail, written or phone call.
Section 4. Quorum. The presence at any meeting, in person and not by proxy of ten (10) percent or ten (10) members of the total voting membership shall constitute a quorum for the transaction of business. If, however, the required number of members shall not be present in person at any meeting of the members, those present shall have the power to adjourn the meeting, other than announcements at the meeting, at which adjournment was taken.
When a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum re-mains, the members present may continue to transact business until adjournment.
Section 5. Voting. At each meeting of the members, every member having a right to vote shall be entitled to that vote. Voting by proxy is hereby prohibited. Voting may be by voice or ballot, except that upon demand of any voting member, the vote for officers or the vote for any question before the meeting, shall be a majority vote, except as otherwise required by statue.
Section 6. Call of Special Meetings. Special meetings of the membership, for any purpose, unless otherwise prescribed by statue, shall be called by the president, or the board of directors, or any two or more members entitled to vote thereat. Such person or persons entitled to call the same, stating there-in the purpose of the proposed meeting. The Secretary shall, within ten (10) days after receiving request for such meetings, give notice of the meeting; and if he or she fails to do so, the person or persons who requested the meeting may fix the time and place of the meeting, and give notice, in the manner prescribed by these by-laws.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Election. The board of directors shall be elected by a majority vote of the members at large. The board of directors shall not be less than (5) in number, the sixth (60 members to be elected if voting members exceed sixty (60) in number; the seventh member to be elected if voting membership become ninety (90) or over). Each director shall be elected to serve two years or until his successor has been elected and qualified in his seat. The vice-President is automatically a voting member of the board.
Section 2. Qualifications. Directors of the corporation must be voting members in good standing in reference to membership section Article IV, Section 1.
Section 3. Special Meetings. Special meeting may be called at any time and shall be called when requested by any member of the board. Notice of special meetings of the board must be delivered at least five (5) days prior to the meeting. Special meetings may be called without notice to the board if a full board convenes and all agree to the holding of that meeting at such a time and place and waive all rights of notice thereof. Any action that could be taken at a meeting of the board may be taken without a meeting when authorized. Notice via e-mail, written or phone call can be considered authorized.
Section 4. Quorum. At all meetings of the board, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which there is a quorum, shall be the act of the board of directors.
Section 5. Vacancies. Any vacancies on the board of directors shall be duly nominated and elected by the general membership at a special meeting called by the president; and any person so elected shall hold office until his or her successor has been elected and has quality.
Section 6. Order of business. The board of directors may from time to time determine the order of business at their meetings. The usual order of business at such meetings shall be as follows:
- The meeting is called to order by the president as the time and on the date of the meeting.
- Roll-call quorum being present, the meeting proceeds with business.
- Reading by the secretary of minutes of previous meetings and their consideration and approval.
- Reports of officers.
- Report of committees.
- Consideration of communications.
- Unfinished business.
- New business.
- Motion to adjourn.
ARTICLE IV
POWER OF DIRECTORS
Section 1. Issuance of membership certificates. The board of directors are authorized and directed to approve or disapprove certificates of membership in the corporation. This will be coherent with other by-laws.
Section 2. Management. The board of directors shall oversee the control and management of the club activities, polices and property of the corporation as directed by the policies of the standing and special committees.
Section 3. Other Powers. In addition to the powers and authorities conferred upon them by these by-laws, the board of directors shall have the power to do all lawful acts necessary and expedient to the conduct of the business of the corporation, that are not conferred upon the members by these by-laws.
ARTICLE V
PROCEDURE OF BOARD
Section 1. Chairman of Board. The board of directors meeting shall be presided over by the president of the club who shall be known as the chairman of the board.
Section 2. Absentee of Officers. In the event of the absence of the chairman of the board the vice-president of the club shall be known as the chairman of the board. In the event of the absence of both the president and the vise-president, the board will appoint a chairman.
Section 3. Voting. The chairman of the board will vote only in case of a tie vote. Each member of the board, as elected by the general membership, shall have one vote.
ARTICLE VI
OFFICERS OF THE CORPORATION
Section 1. Election. The general membership, at its March meetings, will nominate and elect officers for the coming two years to be as follows; President, Vice-President, Treasurer, and Secretary.
Section 2. Terms of office. The officers of the corporation shall hold office for two years or until their successors have been chosen and have qualified in their seat. Not withstanding an earlier termination of their office as directors, any officer elected or appointed by the board of directors or membership, may be removed by an affirmative vote of the majority of the board of directors or of the whole membership, with good cause.
Section 3. Alternation members. Elections shall be altered so as to have President and Secretary elected one year and Vice-President and Treasurer elected in the following year. If the Vice-President wishes to run for the office of President and wins, a new Vice-President will be elected but will hold office for only on year. Board members shall be elected to run in like manner. This is being done so as to eliminate the problem of a complete new board at one election.
Section 4. Compensation. There shall be no compensation. Reimbursements may be possible as directed by the board of directors.
Section 5. President. The president shall be the chief executive officer of the corporation; he shall have general active management of the business and activity of the corporation and shall see that all orders and resolutions of the board are carried into effect. He shall execute all mortgages and other contracts. He shall be ex-officio and member of all standing committees and shall have the general powers and duties usually vested in the office of president of a corporation.
Section 6. Vice-President. In the absence or disability of the president, the vice-president shall perform the duties and exercise the powers of the president and is a voting member of the board.
Section 7. Secretary. The secretary shall attend all sessions of the board of directors and all meetings of the members and record all minutes of all proceedings in a book kept for the purpose of future reference. He/She shall also perform like duties for the standing committees when required. He/She shall give, or cause to be given, notice of all meetings of the board and of the members, and shall perform such other duties as may be prescribed by the board of directors.
The duties of the secretary shall be the mailing of all correspondence and flyers as requested by the treasurer. In case of the absence of the treasurer the secretary shall resume the duties of the treasurer.
Section 8. Treasurer. The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate account of all receipts and disbursements in books belonging to the club, and shall deposit all monies, and other valuable effects in the name and to the credit of the corporation in such depositories as may be directed by the board of directors. He shall disburse the funds of the corporation as may be ordered by the president, taking the proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they require it, an account of his transactions as treasurer, and of the financial condition of the corporation. He shall give the corporation a bond, if required by a majority of the board of directors, in such as they may determine, and with one or more sureties satisfactory to the board, for the faithful performance of the duties of this office, and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control, belonging to the corporation. He will give an itemized report of all receipts and expenditures to the general membership at regular meetings.
Section 9. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the members by majority vote may choose a successor or successors who shall hold office for the un-expired term in respect of which vacancy occurred.
Section 10. Secretary/Treasurer. In the event that there is not enough members to have a secretary and treasurer, the office shall be combined into a secretary/treasurer. The duties will be conducted as outlined in Article VI, section 7 and Article 8.
ARTICLE VII
MEMBERSHIP
Section 1. Active Memberships. Active membership shall be granted to anyone upon application and payment of regular fees and dues and upon approval as to good moral character and sponsorship.
Section 2. Junior Membership. Junior membership shall be granted to anyone under the age of 18 years of age upon payment of such fees and dues and upon such other terms as are prescribed in Article VI, Section 1. Junior members shall have no right to vote and no right to hold office.
Section 3. Dues and Assessments. The board of directors are hereby authorized to advise the general membership from time to time as to the fixing of dues and assessments to be levied upon active members and junior members and determines the methods of collection. The board may, with notice, cancel or suspend the membership of any member for non-payment of dues or assessments, or for conduct detrimental to the purpose and interests of the club and may prescribe the terms and conditions of reinstatement. Membership dues will run from January 1st thru December 31st.
Section 4. Certificates. The club may issue certificates of membership, in such form as may be approved by the board of directors, to comply with the statutes, which shall be registered in the books of the corporation as they are issued. All rights and privileges of membership represented by such certificates shall cease upon termination of membership, and a member may not voluntary or involuntary transfer his/her certificates or other evidence of membership or any other rights accruing there from. The certificates are signed by the secretary or any other board member.
ARTICLE VIII
MISC.
Section 1. Inspection of Books. Members shall be permitted to inspect the books of the corporation at all reasonable times.
Section 2. Checks. All checks and notes of the corporation shall be signed by the treasurer and president or vice-president as may be from time to time designated by resolution of the board of directors. The monthly bank statements shall be reviewed by the president and treasurer.
Section 3. Fiscal Year. The fiscal year shall begin on the first day of January of each year.
Section 4. Directors Annual Statement. The board of directors at the March meeting and when called for by vote of the members, present a full and clear statement of the financial condition of the corporation.
Section 5. Lifetime Memberships. (With the exemption from payment of dues.) Initial action of lifetime membership shall be approved by the board of directors and final approval shall be given by the club. Final approval of the club must require a 100% favorable vote of the members present a regular meeting.
Section 6. Amendments to by-laws. These by-laws may be amended or altered by the vote of a majority of the whole board of directors at any meeting, provided that notice of such proposed amendment shall be given in the notice given to the directors at such meeting. Such authority in the board of directors is subject to the power of the members to change or repeal such by-laws by a majority vote of members present at any annual meeting or at any special meeting called for that purpose.
ARTICLE IX
DISSOLUTION
Section 1. Dissolution Action. The corporation may be wound up or dissolved by either voluntary or involuntary methods. Voluntary proceedings may be conducted either in or out of court whenever instituted by a resolution there of approved by the affirmative vote of the members who vote upon the proposed resolution at any annual meeting or at a special meeting of which special notice has been given.
Section 2. Use of Monies & Funds. The Waushara County Archers, Inc. shall use its funds only to accomplish the objectives and purposes specified in these by-laws and no part of said funds shall insure or be distributed to members of the Waushara County Archers. On dissolution of the Waushara County Archers, Inc.. any funds remaining shall be distributed to one or more regularly organized and qualified charitable or educational organizations or governmental units to be selected by the board of directors.