Bylaws

Boise Gun Club, INC

Boise, Idaho

 

ARTICLE I

SECTION 1:  The principal office of the Boise Gun Club, Inc. (hereinafter the “Club” or the “Corporation” shall be at the Club’s shooting facility, located at 2350 E. Kuna Mora Road, Kuna, Idaho, although the registered office of the Club shall be a the place within the State of Idaho designated by the Board of Directors from time to time, and need not be the Principal Office

 

ARTICLE II
PURPOSE

SECTION 1:  The purpose of the Club shall be to promote an interest in clay target shooting of all kinds, to provide fellowship through mutual interest, and to encourage good sportsmanship among its members.

 

ARTICLE III
MEMBERSHIP

SECTION 1:  The membership of the Club shall consist of any person, eighteen (18) years or older, as may care to associate themselves together for the above purposes.  Each regular membership shall have the privilege of holding one office, which office can be held by either one member or the member’s spouse.  Each regular membership shall have the right to one vote.  A members spouse or dependent children may enjoy other privileges of the Club.  Children are considered dependent until the age of eighteen (18) and shall then be eligible for membership upon application to the Secretary nd payment of such dues as may from time to time be fixed by the Board of Directors.  Each person’s regular membership shall expire on July 31 each year, unless on or before that date such person has paid the annual dues established for the year following such expiration.

SECTION 2:  The Board of Directors may authorize the insurance of Life Memberships, which shall be issued on such terms and conditions as the Board of Directors may reasonably approve.

SECTION 3:  To become a member, a candidate shall apply to the Secretary and shall be issued a membership by the Secretary upon receipt of the required fee.

SECTION 4:  A member may be expelled for poor sportsmanship, unbecoming conduct, or for any other reason considered by the Board of Directors to be detrimental to the Club.  A majority vote of the Board of Directors shall be necessary for that purpose.

SECTION 5:  No member of this corporation shall be personally liable for debts, liabilities, or obligations of this Club.

SECTION 6:  Members shall have no ownership interest in the Club’s property.

SECTION 7:  Membership are nontransferable.

 

ARTICLE IV
MEMBER MEETINGS

SECTION 1 (Annual Meeting):  The annual meeting of the members shall be held on such date at such time as the Board of Directors shall fix each year for the purpose of transacting such business as may come before the meeting.

SECTION 2 (Special Meeting):  The President of the Board of Directors may call special meetings of the members for any purpose or purposes.  The President shall call a special meeting of the members upon the written request of members having at least one-tenth (1/10) of the votes entitled to vote at such meeting.

SECTION 3 (Place of Meeting):  Meetings of the members shall be held at the principal office of the Corporaton provided, however, that hte President or the Board of Directors may designate any other place as the location for any annual or special meeting.

SECTION 4 (Notice of Meetings):  The Secretary, the Presidents or members of the Board of Directors shall endeavor to give notice to members a by any one or a combination of the following: (1) United Sates first class mail; (2) shoot programs; (3) posting a the Club’s facilities on Kuna-Mora Road, Kuna, Idaho; (4) publication in a newspaper of general circulation in the City of Boise, Idaho.  If any notice is mailed to members, such notice shall be deemed to be delivered when deposited in the United states mail addressed to the member at the member’s address as it appears in the records of the Corporation or such other last known address of which the Corporation may have notice, with postage thereon prepaid.

SECTION 5 (Waiver of Notice):  Whenever any notice is required to be given to any member under the provisions of Idaho Nonprofit Corporation Act (the “Act”) or under the provisions of the Articles of  Incorporation of the Corporation (“Articles”) or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

SECTION 6 (Officers of the Members’ Meetings):  The presiding officers at members’ meeting shall be the President of the Corporation or, in absence of the President, the Vice President or, in the absence of both the President and Vice President, a chairperson elected by the members present at the meeting.  The Secretary of the Corporation or, in the absence of the Secretary, any person appointed by the presiding officer of the meeting, shall act as Secretary of Members’ meeting.

SECTION 7 (Quorum and Voting Reqirements):  One-tenth (1/10) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members.  The members present at a duly organized and convened meeting where a quorum has been presented can continue to do business as a quorum until adjournment, notwithstanding the withdrawal of enough members to leave less than quorum. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting an entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the Act, the Articles or these Bylaws.  Unless one-third (1/3) or more of the voting power is present in person, by proxy, by mailed written ballot or by absentee ballot, the only matters that may be voted upon at an annual, regular, or special meeting of the members are those matters that are described in the meeting notice.

SECTION 8 (Proxies):  A member may vote either in person or by proxy executed in writing by the member.  No proxy shall be valid after eleven (11) months from the date of it execution.  Every proxy shall be revocable at the pleasure of the member who executed it.

SECTON 9 (Action by Members Without a Meeting):  Any action required or permitted to be taken a a meeting of the members of the Corporation may be taken without a meeting if a content in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof.  Such consent shall have the same effect as a unanimous vote of members an may be stated as such in any articles or documents filled with the Idaho Secretary of State under the Act.

 

ARTICLE V
DIRECTORS AND OFFICERS

SECTION 1:  The Board of Directors shall consist of nine (9) members.  Directors must be members of the Club.  Directors shall be elected at the annual meeting of the membership for a one (1) year after of office and until their successors are elected an qualified.  Unless otherwise provided in the Articles of Incorporation, the Board of Directors shall consist of five (5) Officers of the Club (who shall be directors) and four (4) directors at large.

SECTION 2:  The officers of the Club shall consist of the President, First Vice President, Second Vice President, Secretary, and Treasurer, and shall be elected annually by the Board of Directors and serve at their pleasure.  Each such officer must be a Director.

SECTION 3:  A slate of Directors shall be nominated by a Nominating Committee, appointed by the current Board of Directors.  At least one month prior to the Annual Meeting, an informational sheet and ballot shall be mailed to all the members.  All returned and properly completed ballots shall be counted at the annual Meeting and those elected will take office immediately.

SECTION 4:  Any Director may be removed from office in the manner provided by the Act, as the same may be amended from time to time.

SECTON 5 (General Powers and Standard of Care):  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as my be other wise provided in the Act or the Articles.  If any such provision is made in the Articles, the powers and duties conferred or imposed upon the Board of Directors by the Act shall be exercised or performed to such extent by such persons or persons as shall be provided in the Articles.

A director shall perform such Director’s duties as a Director, including such Director’s duties as a member of any committee of the Board upon which such Director may serve, in good Faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such Director duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

(a) one (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

(b) counsel, public accountants or other person as to matters that the Director reasonably believes to be within such person’s professional or expert competence: or

(c) a committee of the Board upon which such Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority which committee the Director reasonably believes to merit confidence:

but such Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A person who performs such duties shall have not liability by reason of being or having been a Director of the Corporation.

SECTION 6 (Vacancies):  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of such Director’s predecessor in office.  Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next regular election of Directors.

SECTION 7 (Committees):  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate one (1) or more committees, each of which , to the extend provided in such resolution, shall have any may exercise all of the authroity of the Boardof Directors in the management of the corporatonito the full exten permitted und the Act.  Each such committee shal consist of two (2) or more Directors.  The designation of such committees and the delegation thereto of authroity shall not operate to relieve the Board of Directors, or any individual Director, of any responsiblity imposed upon it or such Director by law.  Nothing in this bylaw shall be deemed to prohibit the Board of Directors from establishing committees, some or all of whose members may be non-directors, prvided that such committees shall not have and many not exercise any of the powers of the Board of Directors.

SECTION 8 (Directors’ and Committee Meetings):  Meetings of the Board of Directors, regular or special, or meetings of any committee designated thereby, may be held either within or without the State of Idaho.  Unless other wise specified in theis section or in the notice for such meeting, all meetings shall be held at the principal office of the Corporation.

Except as otherwise provided in this section, reglar or special meetings of the Board of Directors or any committee designated thereby may be called by or at the request of the President, any Director or the chair of a committee, as the case may be, upon written or verbal notice thereof given to all other Directors or committee members, as the case may be, at least three (3) days before the meeting.  A regular meeting of the Board of Directors shall be held with out other notice than this Bylaw immediately after, and at the same location as, the annual meeting of members.  The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meeting without other notice than such resolution.

Members of the Board of Directors or any committee designated there by may participate in a meeting of the Board of Directors or shuch committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and the participation by such means shall constitute presence in person at a meeting.  For any meeting held by confrence telephone or similar communciations equipment, notice of the meeting shal be given at least one (1) hour prior thereto by telephone or other communciation deirectly with the Directors and/or committee members.

The attendance at or participation of a Director or committee member in any meeting shall constitute a waiver of notice such meeting, except where a Director or committee member attends or participates for the express purpose of of objecting to transaction of any business on the ground that the meeting in not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or any committee designated thereby need be specified in the notice or waiver of notice for such meeting.

SECTION 9 (Waiver of Notice):  Whenever any notice is required to be given to any Director or committee member under the provisions of the Act, the Articles or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

SECTION 10 (Quorum and Voting Requirements):  A majority of the number of Directors of the Club shall constitute a quorum for the transaction of business a meetings of the Board of Directors.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be be the act of the Board of Directors.  A majority of the number of committee members fixed and appointed by the Board of Directors or the President, as the case may be, shall constitute a quorum for the transaction of business at a meeting of such committee.  The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 11 (Action Without a Meeting):  Any action required by the Act to be taken at a meeting of the Board of Directors of the Corporation, or any action that may be taken at a meeting of the Directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the actions so taken, shall be signed by all of the Directors, or all of the members of the committee, as the case may be.  Such consent shall have the same effect as a unanimous vote.

SECTION 12 (Compensation):  No Director or committee member shall receive a salary or other compensation for service in that capacity but may be reimbursed for actual expenses incurred in the performance of such service.  This provision shall not preclude any Director form serving the Corporation in any other capacity and receiving additional compensation there for.

SECTION 13 (Director Conflicts or Interest):  No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association or entity in which a Director of the Corporation is financially interested or in which one or more of it’s directors or officers are also Directors of the Corporation, shall be either void or voidable because of such relationship or interest or because such Director or Directors or a committee there of which authorizes, approves or ratifies such contract or transaction or because such Director or Directors’ votes are counted for such purposes, if:

(a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for such action without counting the vote or consent of such interested Directors; or

(b) the fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or wirtten consent, in which vote or consent such interested Directors may participate to the extent that they are also members; or

(c) the contract or transtaction is fair and reasonable to the Corporaton and the fact of such realationship or interest is fully and fairly disclosed or know to the Corporation.

Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors, or a committee thereof, that authorizes, approves or ratifies such contract or transaction.

SECTION 14:  The Board of Directors may hire or otherwise retain an qualified member and such other personal as may be reasonably necessary or appropriate for the operation of the gun club.  All Employees of the Club shall be “employees-at-will.” and absent specific approval from the Members the Board of Directors shall not execute any employment agreement that specifies a guaranteed term of employment or which limits the reasons for which an employee may be terminated.

 

ARTICLE VI
MANAGEMENT: DUTIES OF OFFICERS

 

SECTION 1:  Except as otherwise required by the Idaho Nonprofit Corporation Act, the Articles of Incorporation of the Corporation, or these Bylaws, the Board of Directors shall have complete control of the policies, activities and assets of the Boise Gun Club.  It shall approve all expenditures, other than the purchase of routine supplies not exceeding One Hundred Dollars ($100) per calendar month.  The Board shall meet monthly or when called by the President, and a majority vote shall govern the actions of the Board.

SECTION 2:  The President shall call meetings of the members of the Club and the Board of Directors.  He shall preside at annual, board, or special meetings and have general supervision of those present.

SECTION 3:  The President, with the concurrence of the Board, shall appoint Charmain for all necessary committees.

SECTION 4:  The First Vice President, in the absence of the President, shall assume the duties of that official.

SECTION 5:  The Second Vice President, in the absence of the First Vice President, shall assume the duties of that official.