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BY-LAWS
OF Custer Sportsmen's Club
Revised January 2005
ARTICLE
1 (Offices)
The principal office of the corporation shall be located at
3000
Birch Bay-Lynden Road
Custer,
WA 98240
The corporation may have such other offices within the State of
Washington as the Board of Directors ("Board") may designate or as the
business of the corporation may require from time to time.
ARTICLE
2 (Board of Directors)
2.1 General Powers: The business and affairs of the corporation shall be managed
by the Board of Directors.
2.2 Number, Qualifications,
Tenure, and Election:
2.2.1
Number: The Board shall be
composed of seven trustees and six officers.
2.2.2
Qualifications: To be qualified to serve as a member of the Board, the
individual in question must:
2.2.2.1 be a member of the
corporation; and
2.2.2.2
publicly affirm his or her support of the purpose of the corporation; and
2.2.2.3
be current on any monetary assessments of members of the corporation; and
2.2.2.4
agree to abide by the bylaws, policies and procedures of the corporation.
2.2.3 Tenure:
Six of the seven trustees shall serve for a period of two years; the
seventh trustee shall serve for a period of one year.
The seventh trustee shall automatically be the outgoing President, or, if
that person should decline to so serve, another person shall be elected to so
serve, according to the provisions of Section 2.2.4 of these bylaws.
The officers shall serve for one-year terms.
2.2.4 Election:
Officers and Trustees shall be elected at the Annual Meeting, as follows: three trustees shall be elected on odd-numbered years, and
three shall be elected on even-numbered years.
Nominations may not be accepted from the floor.
A minimum of four nominations shall be solicited for trustees.
The three nominees receiving the highest number of votes of the general
membership in attendance at the Annual Meeting shall be elected as trustees.
If the seventh trustee position is not filled by an outgoing President,
then the nominee receiving the fourth highest number of votes shall become the
seventh trustee. In the event there are fewer nominations than are required to
fill all open positions, those currently serving the unfillable positions shall
continue to do so.
2.2.4.1
Alternate Director: If the
President fills the seventh trustee position, the nominee receiving the fourth
highest number of votes shall become the Alternate Director.
The Alternate Director shall attend Board meetings, but may not vote.
In the event of a vacancy on the Board, the Alternate Director shall
become a full Board member with all responsibilities and privileges attendant
thereunto, as per Article 2.18.1 of these bylaws.
2.3 Meetings:
Board meetings shall be held at the corporate offices at 7 PM on the
second Thursday of each month of each year, with the exception of the months of
July and August, when there will be no regularly scheduled Board meetings.
Additional Board meetings may be called by or at the request of the
President or any two trustees or other officers.
2.4
Notice: Written notice of
any special Board meeting shall be delivered personally, telephoned,
telegraphed, faxed or mailed by electronic or conventional means to each trustee
at his business address at least five days before the meeting.
If such notice is mailed, it shall be deemed to be delivered when
deposited in the United States mail properly addressed, with postage prepaid.
If the notice is telegraphed, it shall be deemed to be delivered when the
content of the telegram is delivered to the telegraph office.
If such notice is faxed, it shall be deemed to be delivered when the
sending fax machine indicates successful transmission thereof.
The attendance of a trustee at a meeting shall constitute a waiver of
notice of such meeting except where a trustee attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. The
business to be transacted at and the purpose of any such meeting of the Board
shall be specified in the notice or waiver of notice of such meeting.
2.5
Quorum: A majority of the
Board members shall constitute a quorum for the transaction of business at any
Board meeting but, if less than such majority be present at a meeting, a
majority of the Board members present may adjourn the meeting from time to time
without further notice.
2.6 Manner of Acting: Each Board member shall have one vote on all matters before
the board. Matters are decided by
majority vote, which shall consist of fifty percent, plus one vote, of the total
number of votes eligible to be cast.
2.7 Presumption of Assent:
A trustee or officer of the corporation present at a Board meeting at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent is entered in the minutes of the meeting
or unless he files his written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof or unless he
forwards such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting.
A trustee or officer who voted in favor of such action may not dissent.
2.8 Action by Board without
a Meeting: Any action required or
permitted to be taken at a meeting of the Board may be taken without a meeting,
as hereinafter provided. The
Board member or members initiating the action shall obtain the consent of a
majority of the Board. Said consent
may be verbal, telephonic, electronic, or written.
A written record of the action taken and the members providing the
consent shall be inserted in the minute book as if it were the minutes of a
Board meeting.
2.9 Proxies:
Any Board member may tender his voting proxy to the President of the
corporation, or any other Board member that the absent member may designate, for
any given meeting, by notice to the Secretary either by phone or in writing or
by fax or electronic mail; such proxy is automatically revoked upon adjournment
of said meeting, and must be renewed for any subsequent meeting by similar
notice to the Secretary. Phone
proxies must be confirmed in writing to the Secretary within ten days of the
date of the vote.
2.10 Compensation: Board members shall serve without compensation for their
duties as Board Members; PROVIDED, HOWEVER, that individual Board members shall
be entitled to reimbursement of legitimate expenses incurred on behalf of the
corporation that are approved by the Board.
2.11 Conflict of interest:
Board members may serve as paid staff members of the corporation;
PROVIDED, HOWEVER, that they shall not, during the time of their holding gainful
employment with the corporation, vote on budget or other items relating directly
or indirectly to actions or projects undertaken by the corporation for which
said board member is providing paid services.
2.12 Confidentiality of
board proceedings: Attendance at board meetings is open only to board members
and members of the corporation. The
board may refuse attendance at board meetings to any other person. The board may, however, extend invitations to specific
persons to attend board meetings, or grant requests for such attendance, for the
purposes of gathering input on matters before the corporation.
2.13
Requirements of Participation:
2.13.1
Board members with three consecutive unexcused absences from board
meetings shall, at the discretion of the Board, become subject to removal from
the board. Upon the second such
absence, the Secretary shall send a notice to the board member in question; said
notice shall contain a copy of this section of these bylaws, and a warning that,
at the next board meeting, this provision may be exercised by the board unless,
prior to the conclusion of said board meeting, the board member in question
provides reasons acceptable to the Board good reason he or she should not be
removed.
2.13.2
Should a board member exhibit a chronic pattern of unexcused absences, as
evidenced by three notices as provided in Section 2.13.1 of these bylaws, such
that, in the judgement of the remainder of the board, as determined by a
majority vote thereof, the corporation suffers as a consequence, said board
member shall become subject to the provisions of Section 2.13.1 of these bylaws.
2.13.3 Valid
excuses for absences from board meetings may include such circumstances as
personal and family emergencies, unexpected business or employment commitments,
and the like.
2.13.4
Vacancies on the Board
Should a Board member be removed according to Article 2.13.1 of these
Bylaws, or should a Board member become unable to serve out the remainder of his
or her term for any reason, the Board shall appoint a member in good standing of
the Club to serve as an acting Board member for the remainder of the year in
which the subject Board member is removed or becomes unable to serve.
2.13.4.1
Said Board position shall be placed on the ballot at the very next Annual
Meeting; PROVIDED, HOWEVER, that the term of office of the newly elected Board
member shall remain the same as that of the Board member who is removed or
becomes unable to serve.
2.13.4.2
When choosing the acting Board member, the Board shall take into
consideration, but need not necessarily choose from among, those nominees for
Board positions who received the highest number of votes in the last election,
behind those who were actually elected.
2.14
Alternative Means of Participation:
At the discretion of the board, the input of a board member via
electronic mail, phone, or other means may be considered adequate participation
at a meeting. All efforts, within
the limits of the financial and technical capacity of the corporation, shall be
made by the board to accommodate those members who need to participate in board
meetings via telephone or internet.
2.15
Election of Board members:
The election of Board members shall take place at the annual membership
meeting, as provided for in Article 4.7 of these bylaws.
2.16
Membership attendance at Board meetings:
Any member in
good standing may attend Board meetings, and may at the discretion of the
President be recognized to speak on matters before the Board; PROVIDED, HOWEVER,
that members do not have a vote on matters before the Board.
2.17
Authority to establish and modify membership dues rates:
The Board of Directors is authorized to establish the membership dues
rates for the corporation, as provided for in Article 4.3 of these bylaws, for
all categories of membership, as provided for in Article 4.5 of these bylaws.
The Board may, at its sole discretion, modify such dues rates from time
to time; PROVIDED, HOWEVER, that such modifications shall apply immediately only
to prospective members, and to renewing members only when their membership
renewal comes due.
ARTICLE 3 (Officers)
3.1 Number:
The officers of the corporation shall be a President, a Vice-President, a
Recording Secretary, a Treasurer, a Club General Officer and a Chief Range
Officer, each of whom shall be elected by the members at the Annual Meeting,
save the Chief Range Officer, who shall be appointed by the Board.
Any two or more offices may be held by the same person, except the
offices of President and Secretary.
3.2 Election, Term of
Office, Eligibility: The officers
of the corporation shall be elected annually by the membership, at the Annual
Meeting as provided for in Article 4.7 of these bylaws.
Each officer shall hold office until the next Annual Meeting and until
his successor shall have been elected and qualified unless he resigns or is
removed. To be eligible to serve as
an officer of the corporation, a person must be a member in good standing of the
corporation, and be an active practitioner of at least one of the activities
sponsored by the corporation.
3.3 Vacancies:
A vacancy in any office because of the death, resignation, removal,
disqualification or otherwise of any officer, may be filled by the Board for the
unexpired portion of the term of that officer.
3.4 President:
The President shall be the principal executive officer of the corporation
and, subject to the Board's control, shall supervise and control all of the
business and affairs of the corporation. When present, he shall preside over all Board meetings.
With the Secretary or other officer of the corporation authorized by the
Board, he may execute deeds, mortgages, bonds, contracts, or other instruments
that the Board has authorized to be executed, except when the execution thereof
has been expressly delegated by the Board or by these Bylaws to some other
officer or agent of the corporation or is required by law to be otherwise
executed by some other officer or in some other manner.
In general, he shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board from time to
time.
3.5 Vice-President: In the absence of the President or in the event of his death,
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. The
Vice-President shall perform such other duties as from time to time may be
assigned to them by the President or by the Board.
3.6 Recording Secretary:
The Recording Secretary shall cause to be performed: (a) keeping of the
minutes of Board meetings in one or more books provided for that purpose; (b)
seeing that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (c) custodianship of the corporate records;
(d) keeping a register of the mailing address of each Board member as furnished
to the Secretary by each Board member; and (e) in general cause to be performed
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned by the President or by the Board.
3.7 Treasurer:
If required by the Board, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board shall determine; the premium for said bond shall be paid for by the
Corporation. He 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 in accordance with the provisions of these Bylaws, complete and file
all applicable federal and state tax forms and other such reports, and in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board. Disbursements of funds of the corporation that are of a routine
operating nature do not require the approval of the Board.
3.7.1
Annual Internal Audit
The Board shall appoint an audit committee of three trustees, who shall
audit the Treasurer’s books and report its findings to the Board no later than
the December Board meeting.
3.72. External Audits: The Board shall cause to be performed an outside financial
audit at least every five years.
3.8 Club General Officer
[formerly known as Chief Executive Officer]:
The Club General Officer shall, working closely with the CRO as needed,
be charged with ensuring the smooth functioning of the various facilities of the
corporation, including the scheduling and coordination of use of the corporate
facilities by each discipline supported by the corporation, and such other tasks
as the Board, at its discretion, may assign.
3.9 Committee and Discipline
Chairs: In addition to the officers
enumerated herein, there shall be appointed by acts of the Board chairs of
corporate departments of legislation, membership, facilities improvement, and of
each discipline supported by the corporation, as well as any other departments
that the Board shall, from time to time, create.
To be eligible to serve as a discipline chair, a person must be active in
that discipline as well as being a member in good standing of the corporation.
Such committee and discipline chairs are expected to attend Board
meetings but do not have a vote on Board proceedings.
3.10 Chief Range Officer: the
Chief Range Officer (CRO) shall be a paid staff member of the corporation,
answerable to the Board of Directors, as well as an officer of the corporation.
The duties of CRO are enumerated in the contract between the corporation
and the CRO, provided as Attachment A, approved by the Board on [
insert correct date ]
hereto.
3.11 Salaries:
Excepting the CRO, the officers shall serve without compensation for the
performance of their duties as officers of the corporation.
ARTICLE
4 (Membership)
4.1 Eligibility, Application
and Acceptance:
4.1.1
Eligibility: Any individual who is legally eligible to own and
operate firearms in the United States of America is eligible for consideration
for membership in the corporation.
4.1.2
Application: Prospective members shall complete an application therefor,
on a form provided by the corporation, which form shall contain such information
as the type of membership sought, suitable member contact information, relevant
areas of interest, and an oath of affirmation that the applicant meets the
criteria for eligibility. To be
complete the application must bear the signature of one active member in good
standing.
4.1.3
Acceptance: To be accepted
as a member, applicants therefor must obtain the endorsement from an additional
active member in good standing, and be approved by a majority vote of the Board
of Directors.
4.2 Voting
Each member who is current in all his obligations of membership shall be
eligible to cast a vote on corporate decisions taken at the Annual Meeting,
according to the procedures set forth in these bylaws.
4.2.1 Family memberships
shall be entitled to a total of two votes each.
4.3 Dues:
to become or remain a member of the corporation, each eligible
participant must pay annual dues, as established by the Board of Directors
pursuant to Article 2.17 of these bylaws. The
current dues schedule is as specified in the corporate dues schedule,
provided as Attachment B approved by the Board on [
insert correct date ]
hereto and subject to inspection in the manner provided by Article 6.2.
Any member who shall fail to pay the annual dues within sixty days after
the same shall become due and payable or shall fail to pay any indebtedness to
the corporation within thirty days after a true and complete invoice for same
has been rendered, shall be suspended from all membership privileges as
specified in Article 4.4 of these bylaws; said suspension shall remain in full
force and effect until the full amount of dues or indebtedness has been paid.
4.3.1 Term of Membership:
The term of all types of annual memberships shall commence on January 1
and terminate on December 31. If
the applicable dues for renewal of each type of annual membership are not
received by March 1 of each calendar year, said membership shall expire and said
former member shall lose all privileges of membership in the corporation, as
specified in Article 4.4 of these bylaws.
4.4 Privileges:
members in the corporation are entitled to access and use of corporate
facilities according to the schedule provided for in Attachment C approved by
the Board on [ insert correct date
] hereto. Members
are entitled to vote on matters before the corporation, including election of
Board members, at the Annual Meeting, as provided for in Article 4.7 of these
bylaws, and to serve as Board members of the corporation.
4.5 Categories of
Membership: Life membership, the
cost of which shall be fifteen (15) times the annual renewal membership rate;
Annual membership, of which there are four subcategories: General membership,
ages 17-59; Senior membership, age 60 years and older; Disabled membership,
which shall have the same dues rate as Senior memberships; Junior membership,
ages 5 to 17 years; Family memberships, where all members of one immediate
family, excluding children under 5 years of age and those 18 years and older,
pay just one membership fee. There
is also the category of Honorary membership, where by an act of the Board a
person is made an Honorary member, for a period specified by the Board in said
act, and without dues being required.
4.6 Membership meetings:
at the discretion of the Board, periodic or special membership meetings
may be held at the corporate offices.
4.6.1 Notice of regular
periodic membership meetings other than the Annual Meeting shall be made by
providing each member with the adopted schedule of regular meetings for the
ensuing two-year period at any time between the conclusion of the Annual Meeting
and ten days prior to the next succeeding regular meeting, or at any time when
requested by a member.
4.6.2 Notice of special
membership meetings shall specify the purpose or purposes for which the meeting
is called.
4.6.3 The requirements of
notice of special membership meetings shall be the same as those specified for
the Annual Meeting in Article 4.8 of these bylaws.
4.7 Annual Meeting: The annual membership meeting shall take place on the second
Thursday in January of each year, at the corporate offices.
The election of board members and officers shall take place at the Annual
Meeting, and all members in attendance at said meeting shall have voting
privileges as described in Article 4.2 of these bylaws.
At the Annual Meeting all such other matters as deemed appropriate by the
Board or as put forth by members from the floor shall also be considered and
disposed of. The manner of acting
of the membership on all matters at Annual Meetings shall be by majority vote of
the members present.
4.7.1. The first item on the agenda of the Annual Meeting shall be the
the election of new board members and officers; nominations for such positions
shall be submitted to the Board no later than January 1 of the year of the
election, and a pre-printed ballot that displays all nominees in a clear and
fair manner shall be provided to each member voting in the election; election
procedures shall be established by the Board; time shall be provided for each
nominee to address the membership, and during the election process, prior to the
vote, time may be provided for other members to address the membership on issues
relevant to the election.
4.7.2.
After the election results are determined, the new officers and board
members shall take their places and conduct the remainder of the Annual Meeting;
the agenda of the remainder of the Annual Meeting shall include a reading of the
minutes of the last Annual Meeting, an annual Treasurer’s report,
consideration of bylaws amendments, reports from club disciplines, old corporate
business and new corporate business.
4.7.2.1
the corporate Secretary shall retain the election results for Board use
pursuant to Article 2.13.4.2 of these Bylaws.
4.7.3. During the Annual
Meeting, only members of the corporation shall be admitted to the meeting. Membership confirmation shall be accomplished using
procedures established by the Board.
4.7.4. During the Annual
Meeting, when recognized to speak, each member will state his or her name for
the record; this procedure shall apply each separate time a member asks to be
recognized to speak, at the discretion of the presiding officer.
4.7.5 Continuation of Annual
Meeting
Should for any reason it prove impractical to conclude the Annual Meeting
in one session, the Annual Meeting shall be continued within a reasonable time
of the first session, with notice to the membership as provided for in Article
4.8 of these bylaws. At such
continuations of the Annual Meeting, action by the membership on motions from
the floor shall be valid only if a majority of the membership that attended the
original session of the Annual Meeting is in attendance at the continuation of
the Annual Meeting. If said
majority is not present, action on motions from the floor shall be taken only by
the Board.
4.8 Annual Meeting Notice:
Written or printed notice stating the place, day, and hour of the Annual
Meeting shall be delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
president, or the secretary. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the member at his address as it appears on the records
of the corporation, with postage thereon prepaid.
4.9 Suspension or
termination of membership: The
Board shall have the authority to suspend or terminate the membership of any
member of the corporation for failing to abide by these bylaws, any and all
range rules and other corporate rules, directions of the CRO and other officers,
or for taking any action that, in the judgment of the Board, brings harm or
threatens to bring harm to the corporation.
Prior to taking such action, the Board shall notify the member in
question of the action, and the reasons therefor, and shall permit such member
to come before the Board to provide reason why such action should not be
undertaken.
ARTICLE
5 (Contracts, Loans, Checks and Deposits)
5.1 Contracts:
The Board may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
5.2 Loans:
No loans shall be contracted for on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such
authority may be general or confined to specific instances.
5.3 Loans to Officers and
Trustees: No loans shall be made by
the corporation to its officers or trustees.
5.4 Checks, drafts, etc.:
All checks, drafts or other orders for the payment of money, notes or
other evidence of indebtedness issued in the name of the corporation, shall be
executed by such officer or officers, agent or agents, of the corporation and in
such a manner as from time to time shall be determined by resolution of the
Board.
5.5 Deposits:
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board may select.
ARTICLE
6 (Records, Record keeping,
and Taxes)
6.1 Available records: The
corporation shall keep at its corporate office, the following records:
6.1.1: Current Articles of Incorporation and Bylaws;
6.1.2: A current list of all members, including names, addresses,
and category of membership;
6.1.3: Correct and adequate records of corporate accounts and
finances;
6.1.4: Current list of officers' and trustees' names and addresses;
6.1.5: Minutes of the proceedings of corporate meetings, including
board meetings, Annual Meetings, and committee meetings, if any.
6.2: Inspection by members:
the records specified in Article 6.1 of these bylaws shall be open for
inspection by any member of more than three months standing or a representative
of more than five percent of the membership; PROVIDED, HOWEVER, that such
inspection have a purpose reasonably related to membership interests, the
determination of which, in cases of controversy, shall be made by the CRO or by
the corporate officer to whom the request for inspection is made, with right of
appeal of said decision to the Board of Directors.
6.3 Cost of inspecting or
copying records: Costs of copying
or inspecting records shall be borne by such member except for costs for copies
of articles of incorporation and bylaws.
6.4 Record keeping, Filing,
and Taxes: The corporation shall
comply with all applicable federal, state and local financial and employment
laws and regulations, including, but not limited to, the correct filing of all
financial and employment records and the collection of and remittance to the
proper authorities all taxes of whatever kind may be due and payable upon the
revenues collected by the corporation and upon the compensation paid to and the
activities of the employees of the corporation. It shall be the responsibility of all discipline chairs to
ensure that all revenues received and all payroll records generated are properly
conveyed and reported to the Treasurer in a timely manner, so as to enable the
Treasurer to make all required remittances to taxing authorities in a timely
manner. Failure of any discipline
chair or other corporate member to comply with the terms of this Article will
subject that discipline or corporate member to suspension of its or his
activities on corporate premises pending full rectification, said suspension to
be authorized by the Board. Continued
failure to comply on the part of a given member may result in temporary or
permanent loss of membership in the corporation, at the discretion of the Board,
as well as such legal action as may be warranted under local, state, or federal
law.
ARTICLE
7 (Fiscal Year)
The fiscal year of the corporation shall begin on 1 January and terminate
31 December.
ARTICLE
8 (Waiver of Notice)
Whenever any notice is required to be given to any trustee of the
corporation under the provisions of these Bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the Washington State
Non-profit Corporations Act (RCW 24.03), a waiver thereof in writing, executed
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.
ARTICLE
9 (Indemnification)
To the full extent permitted by the Washington State Non-profit
Corporations Act (RCW 24.03, including especially RCW 24.03.025(4)(c) and RCW
23B.08), the corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any civil, criminal, administrative or
investigative action, suit or proceeding, whether brought by or in the right of
the corporation or otherwise, by reason of the fact that he is or was a trustee
or officer of the corporation, or is or was serving at the request of the
corporation as a trustee or officer of another corporation, against expenses,
including attorneys' fees, judgments, fines and liabilities, reasonably incurred
by or imposed upon him in connection with or resulting from any claim, action,
suit, or proceeding, provided that he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. The termination of any
action, suit, or proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. The Board may obtain
insurance on behalf of any person who is or was a trustee, officer, employee, or
agent against any liability arising out of his status as such, whether or not
the corporation would have power to indemnify him against such liability.
The Board may, at any time, approve indemnification under the Washington
State Non-profit Corporations Act (RCW 24.03), of any other person which the
corporation has the power to indemnify. The
indemnification provided for herein shall not be deemed exclusive of any other
rights to which a person may be entitled to as a matter of law or by contract.
ARTICLE
10 (Amendments)
10.1
Amendment by Board of Directors:
These
bylaws may be altered, amended or repealed and new Bylaws may be adopted by the
Board at any regular or special meeting of the Board; PROVIDED, HOWEVER, that
said alterations, amendments or repeal and replacement shall be not take effect
until and unless sustained by two-thirds of the members of the corporation in
attendance at the next Annual Meeting of the corporation following said action
by the Board on the bylaws and PROVIDED, HOWEVER, that notice of such proposed
amendments, alterations or repeal and replacement, including the text thereof,
shall be provided to all members of the corporation, in accordance with the
notice requirements of Article 4.8 of these bylaws.
10.2
Amendment by Membership:
These
bylaws may be altered, amended, or repealed and replaced in their entirety by
two-thirds of the corporate membership in attendance at an Annual Meeting;
PROVIDED, HOWEVER, that notice of such proposed amendments, alterations or
repeal and replacement, including the text thereof, shall be provided to all
members of the corporation, in accordance with the notice requirements of
Article 4.8 of these bylaws.
ARTICLE
11 (Severability)
In the event
any term, covenant, condition, provision or agreement herein contained is held
to be invalid, void or otherwise unenforceable by any court of competent
jurisdiction, the remaining provisions of these bylaws shall nevertheless be
binding with the same effect as though the void parts were deleted.
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MEMBERSHIP
APPLICATION