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Champaign County Rifle Assoc. BYLAWS
Adopted February 17, 2002 ARTICLE I Section 2. Location. (b) Principal Office. The Corporation shall continuously maintain in the State of Illinois a principal office that shall serve as the office for receipt of official mail. Such office may or may not be identical to the Registered Office. The Corporation may have other offices within the State. ARTICLE II ARTICLE III Section 2. Individual Members. Section 3. Members Rights. A member, qualified under section 4, is entitled to vote on the following matters: a. Election or removal of officers, and Directors; b. Amendment of articles and bylaws; c. Approval of merger or consolidation with another corporation; d. Election to dissolve the corporation; e. Sale of corporate assets; and f. Approval of a transaction involving an interested officer or director. Section 4. Dues and Contributions. The Board of Directors shall set dues and contributions for Individual members from time to time. Section 5. Voting Rights. Each Annual member who has held such membership for no less than (30) thirty consecutive days immediately prior to voting shall be considered eligible to vote and shall be entitled to one (1) vote. Voting members will have one vote at Annual Members meetings and be entitled to make motions, second motions and introduce amendments to By-laws. Members shall not vote by proxy. Section 6. Termination of Membership. Unpaid Dues. Membership shall
be terminated of anyone whose dues remain unpaid for thirty (30) days
after the expiration date of his/her membership. Section 2. Place of Meeting. The Board of Directors may designate any place in the State of Illinois as the place of meeting for any Annual Meeting. If no designation is made, the place of meeting shall be the principal office of the Corporation in the State of Illinois. Section 3. Electronic Participation. Electronic participation in meetings of members is permitted only with the approval of a majority of the Board of Directors. Section 4. Quorum. Ten (10) members shall constitute a quorum at the Annual or any other meeting of members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. Section 5 Special members meetings. The President, or the Board of Directors, or members upon presenting a petition signed by 25 current members to the Secretary may call a special meeting of the membership. The Secretary shall determine the Date, Time and place of the Special meeting and give notice in compliance with Article IV Sect 1. Any resolution by the members is to be held in due regard but is advisory in nature except as pertaining to those matters to be resolved by the membership as delineated in Article II section 3. Section 6 Regular Member Social Gathering. The regular members social gathering shall be held monthly on the second Tuesday of each month. The gathering shall begin at 7 PM local time at a designated place. The board may change the date, time or place of the gathering and publish the change in the Corporate newspaper. No further notice need be given of gatherings unless the time, date, or place is changed. ARTICLE V Section 2. Number, Term of Office and Qualifications. The Board of Directors shall consist of not less than seven (7) nor more than fifteen (15) Officers and Directors. The number of Directors may be changed, within those limits, from time to time by resolution of the Board of Directors, provided that such resolution shall not operate to terminate or shorten the term of any Director then in office. All officers of the Corporation, other than assistant secretaries and assistant treasurers, shall be considered members of the Board with voting privileges, and shall count towards any determination of the presence of a quorum of the Board. The Officers and Directors of the Corporation shall be elected at large from the membership. The Officers and Directors shall hold office for a term of two (2) years or until his/her respective successors are duly elected and installed. The officers and two directors to be elected in even years, the remainder of directors to be elected in odd years. Candidates shall be members in good standing of the Corporation. Section 3. Regular Board Meetings. The Board shall meet monthly and at other times and places specially called. Regular Board meetings shall be held at times and places set by the board and are open. An annual calendar of board meeting shall be published in the newsletter. No further notice need be given of any regular meeting of the board, unless the time, date or place is changed. All meetings shall be held in Illinois Section 4. Special Board Meetings. Special meetings of the Board of Directors may be called by or at the request of any five (5) Directors. The person or persons calling special meetings of the Board may fix any place, within the State of Illinois, as the place for holding any special meeting of the Board called by them. Section 5. Notice. Notices of meetings of the Board of Directors as required under this Article V shall be given to each Director in writing ten days prior to the meeting, delivered by U.S. Mail, messenger, facsimile or in person. If mailed, such notice shall be deemed delivered when deposited in the United States Postal Service mail in a sealed envelope so addressed, with first-class postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any assembly of three quarters (3/4) of the entire Board can be declared a proper meeting and business may be conducted without notice to board members Section 6. Quorum. One half (1/2) of the Board of Directors shall constitute a quorum for the transaction of business at, regular or special or annual scheduled meetings of the Board. If less than a Quorum of the Directors is present, those directors present, must adjourn the meeting until a quorum is present. Section 7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these bylaws. Section 8. Vacancies. An election by the members shall fill any vacancy occurring in the Board of Directors or any Directorship or office to be filled by reason of an increase in the number of Directors or officers. A Director or officer elected to fill a vacancy shall serve the unexpired term of his/her predecessor. Section 9. Compensation. None of the Directors or Officers of this Corporation shall receive any compensation for their services as officer or director, but any member, Director or Officer may be reimbursed for expenses approved by the Board of Directors in connection with other services for the Corporation. Any board member seeking payment from the Corporation shall abstain from voting on that matter before the board. Section 10. Initial Officers and Directors. At the initial corporate formation the ranks of Officers and board members will be filled by those Officers and Steering Committee members of the original non-incorporated organization, who are willing to serve as such. These officers and directors will finish their original term of office. IF elections are held to fill any vacancies those officers and directors elected at this election, will serve a two-year term. The officers and two directors to be elected in even years, the remainder of directors to be elected in odd years ARTICLE VI Section 2. Qualification. Officers shall be United States lawful residents, members of the Corporation in good standing. Section 3. Term of Office. The Officers of the Corporation shall be elected for a 2-year term as specified in Article VII of these bylaws. Each officer shall hold office until his/her successor shall have been duly elected and installed. Section 4. Vacancies. A vacancy in any office, because of death, resignation, removal, incapacitation, disqualification or otherwise, as determined by three quarters of the entire board may be filled by action of the general members until the next election. Section 5. President. The President shall be the principal Executive Officer of the Corporation. The duties of the president are: A. To be one of the press spokesmen of the corporation B. Preside over meetings C. Other duties as may be prescribed by state statute or these bylaws. The duties of the president are not exclusive to that office. Section 6. Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the Board of Directors. Section 7. Secretary. The Secretary shall maintain the minutes of the meetings of the members and the Board of Directors in one (1) or more books provided for that purpose; attend to the proper publication of official notices and reports in accordance with these by-laws and/or as required by law; be custodian of the corporate records; maintain records of the members of the Corporation; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Board of Directors. The Secretary shall be the keeper of official membership lists. Any voting member, or his agent or attorney may inspect all corporate records, for any proper purpose upon reasonable notice. Section 8. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine. Section 9. Compensation. Officers shall receive no compensation for their services as Officers of the Corporation; however, Officers may be reimbursed for reasonable out-of-pocket expenses incurred on behalf of the Corporation or for services performed for the corporation as approved by the Board. Section 10. Resignations. Any Officer or Director may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the time specified in the written notice, and unless otherwise specified by the resigning officer or director, the acceptance of such resignation shall not be necessary to make it effective. ARTICLE VII Section 1. Petitions. A fundamental principle of this organization is that members shall select their own leaders. Accordingly members are encouraged to petition for open offices according to this article. Section 2 Petitions. Any petition submitted to the secretary by a qualified member seeking office shall contain: a. The name, address, and signature, of ten current voting members supporting the petition b. The office or position sought c. A Biographical sketch, not to exceed 250 words, for the Secretary’s later use. The petition shall be submitted to the Secretary no later than sixty (60) Days prior to the election. The petition shall be on a form supplied by or approved by the Secretary. The secretary shall have the authority to edit or reject any Biographical sketch that fails to meet accepted standards and shall have the authority to stipulate the format in which the Biographical sketch is to be submitted. Section 3. Nominating Committee. A Nominating Committee shall be appointed by the board not less than ninety (90) days prior to the election each year for the purpose of naming candidates. The Nominating Committee shall be composed of no less than three (3) members entitled to vote, and not more than two (2) of whom shall be members of the Board of Directors. The Board shall first appoint the Nominating Committee. Notwithstanding any other provision of these bylaws no person serving on the Nominating Committee shall be eligible for elections as an Officer or Director at the subsequent election. The Nominating Committee shall select a Chairman from within its ranks. The Nominating Committee shall report its nominations in the form of an official slate to the Secretary of the Corporation no later than forty five (45) days prior to the election. Section 4. Elections & Ballots. Elections shall be by written ballots at any regular or Special meeting of the members. Cumulative voting is not allowed. Ballots will be prepared by, delivered to and tallied by the Secretary or under his direct supervision. In the case of any tie vote the election outcome shall be decided by the toss(s) of a coin. During verification and counting of ballots, each candidate, or his representative, may closely observe, without touching any election materials, the counting of the ballots. The Secretary shall announce the results of the election in a timely manor. Section 5. Notice. The Secretary shall prepare and publish in the corporate newspaper to the members not less than twenty (20) nor more than sixty (60) days prior to the election, a list of all candidates comprising the slate for election. Said list, containing the term of office and a biographical sketch for each candidate not to exceed 250 words may be set forth in the Notice of election. The slate will also be posted as specified in Article IV, section 1. Section 6. Death of Candidate. Whenever a duly nominated candidate in a contested election dies after the ballots have been mailed and the decedent receives a plurality of the votes cast, a vacancy exists, which shall be filled by the members as herein-above provided. Section 7. Corporation Neutrality: The officers and board of directors are to remain neutral as a body in any election. No corporate funds shall be used to endorse or oppose a candidate. Nothing in this section will prevent the board from offering all candidates equal access to the mailing lists and paid ads in the newsletter of the corporation in furtherance of their respective campaigns. Further, any officer or board member may, acting as an individual and at his own expense, campaign for or against candidates. The Editor of the corporate newsletter has the authority to edit or reject any ad failing to meet accepted standards. ARTICLE VIII Section 3. Deliberations. The deliberations of the Board of Directors shall be held in open session. ARTICLE IX ARTICLE X ARTICLE XI Section 2. Checks and Drafts. All checks, drafts, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the President, Treasurer, or such other Officers of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, the Treasurer of the Corporation shall sign such instruments. Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate. Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation. The Corporation, through vote of the Board of Directors, may authorize and make gifts or donations to other organizations, teams, events, and efforts of others that support and further the purposes of the Corporation. Section 5 Records. All books and records shall be part of the corporate record. All books and records shall be available for inspection in accordance with Sect 805 ILCS 105/107.75 as amended. ARTICLE XII ARTICLE XIII ARTICLE XIV ARTICLE XV ARTICLE XVI Section 2. Distributions Prohibited. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, members, trustees, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and the bylaws. Section 3. Distribution upon Dissolution. Upon the dissolution of the Corporation, if the corporation is a 501 (c) corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all of the remaining assets to any pro second amendment organization or organizations, organized and operated for one or more exempt purposes within the meaning of Section 501(c) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future tax code.. ARTICLE XVII The power to amend, repeal or adopt new bylaws or Articles of Incorporation shall be vested solely in the body of Voting Members. Such action may be taken at a regular or special or annual meeting, for which thirty (30) and no more than sixty (60) days' advance written notice has been provided to each member, such notice clearly stating the intention to address changes to the bylaws and/or the Articles of Incorporation, and setting forth the proposed changes to be voted upon. Notice shall be in accordance with Article 4 Sect 1. Such action may be taken at any Meeting of Members at which a quorum is present. A vote of two-thirds (2/3) of the members present is required to amend, repeal or adopt new bylaws and/or Articles of Incorporation. Upon repeal or adoption of the bylaws or Articles of Incorporation, notice of such repeal or adoption shall be published in the corporate newsletter, posted on the website and posted at 401 N Broadway, Urbana IL. ARTICLE XVIII 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 or portions of these Bylaws shall be unaffected by such holdings ARTICLE XIX ADOPTION OF BYLAWS We, the undersigned, are all of the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of __16____ preceding pages, as the Bylaws of this corporation. DATED: _February 17, 2002__ Roger Dorsett____________________________ President John Boch _____________________________ Vice President Richard Klein _____________________________ Secretary Marsha Slack ______________________ Treasurer DIRECTORS Bill Cotter _______________________ Brad Cannon _______________________ Joe Harmon _______________________ Tom Menner _______________________ Paul Vallandigham _______________________ Frank Wright _______________________
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