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Bylaws
Of
THE COWBOYS
A California Nonprofit
Mutual Benefit Corporation
Effective January 1, 2005
ARTICLE I. GENERAL
Section 1.1 Name
This California nonprofit mutual benefit corporation (CNMBCL) shall be known as The Cowboys
(hereinafter called the “Club”).
Section 1.2 Mission Statement
The Cowboys is a family oriented organization formed to promote the game of single action shooting
and encourage the interaction among members by providing a safe, fun environment, quality
leadership, special events and social activities. Furthermore, emphasis is placed on overall fiscal
responsibility and the continuation of the quality of life, liberty and freedom.
ARTICLE II. MEMBERSHIP
Section 2.1 Classes and Admission
a) There shall be two classes of membership. Individual and Family. Membership is open to
anyone 18 years or older by submitting a written application supplied by the Club. Persons
under the age of 18 will be considered members through a family membership. All applications
will be forwarded to the Secretary. A signed liability waiver/release is required of all members on
an annual basis.
b) A copy of the Bylaws of the Club will be available upon request of any member.
c) While on Club premises, members and guests shall at all times, obey the Rules as may be
adopted by the Board of Directors and voting members.
Section 2.2 Dues
a) Each member shall pay annually renewable membership dues that shall be fixed each year by
the Board of Directors based on the financial statement of the Club.
b) Life membership in the Club is not available at this time.
c) No increase in annual dues will be enacted without 30 day written notice of intent. Notice will
be posted in the monthly newsletter.
Section 2.3 Voting Rights
All members in good standing will be given the opportunity to vote on Club matters deemed
necessary by the Board of Directors.
Section 2.4 Termination of Membership
The Board may, by the affirmative vote of at least two-thirds (2/3) of all the members of the Board,
terminate or suspend the privileges of membership, or expel a member for conduct which the Board
shall deem in its sole and absolute discretion inimical to the best interest of the Club, including
without limitation, violation of any provision of these Bylaws or failure to satisfy membership
qualifications. The Board shall give the member who is the subject of the proposed action 15 days
prior notice of the proposed expulsion, suspension or termination and the reasons therefore. The
member may submit a written statement to the Board regarding the proposed action not less than five
(5) days before the effective date of the proposed expulsion, suspension or termination. The Board
shall review any such statement and shall determine the mitigating effect if any, of the information
contained. The actions of the Board in terminating or suspending a member shall be conducted in a
private and confidential manner.
Section 2.5 Good Standing
Any member, who shall be in arrears in the payment of periodic dues, as provided under Section 2.2
above, shall not be in good standing. Any member who is not in good standing for any reason shall
have no Club privileges, no right to vote as a member, no eligibility to be nominated, elected or
continue as a Director or Officer of the Club.
ARTICLE III. MONTHLY MATCHES
Section 3.1 Eligibility to Participate
a) Members and guests may participate in regular monthly matches upon payment of posted
shooting fees.
b) All participants must execute a liability waiver/release to participate.
c) The Club offers a New Shooter’s Clinic, free of charge, to all new members and guests which is
held during the monthly match.
Section 3.2 Shooting Fees
a) Fees will be fixed by the Board of Directors. Monthly match fees are discounted for members of
the Club.
b) No increase in fees will be enacted without a 30 day written notice of intent. Notice will be
posted in the monthly newsletter.
Section 3.4 Rules
All competition held by the Club shall be governed by the Rules adopted by the Board of Directors as
deemed appropriate. The Match Director shall be appointed by the President and oversees all
matters pertaining to the safe conduct of Club sponsored shooting on all ranges. The Match Director
may raise, issue and post additional regulations for the safe conduct of Club sponsored shoots,
however, all such regulations must be approved or disallowed within 30 days by the Board of
Directors.
a) The Match Director may appoint such Deputy Range Officers, as he/she deems
necessary from time to time.
b) It shall be the duty of the Match Director to oversee or to appoint one or more Deputy
Directors to oversee the safe conduct of all organized shooting competitions of the Club.
ARTICLE IV. DIRECTORS
Section 4.1 Powers
Subject to limitations of the Articles, the Bylaws, and the CNMBCL relating to action required to be
approved by the members or by a majority of the members, the activities and affairs of the Club shall
be conducted and all corporate powers shall be exercised by or under the direction of the Board. The
Board may delegate the management of the activities of the Club to any person or persons, or
committees however composed, provided that the affairs of the Club shall be managed and conducted
and all corporate powers shall be exercised by and under the ultimate direction of the Board. Without
prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared
that the Board shall have the following powers in addition the other powers enumerated in these
Bylaws:
a) To select and remove all the other officers of the Club, prescribe powers and duties for
them as may not be inconsistent with law, the Articles, or these Bylaws, and require from
them security for faithful service.
b) To conduct, manage and control the affairs and activities of the Club as they may deem best.
c) To authorize the issuance of memberships of the Club from time to time.
d) To manage in the manner they deem best, all funds and property, real and personal, received,
acquired or earned by the Club subject to any restrictions set forth in these Bylaws or in the
laws of California.
e) Checks, drafts, promissory notes, orders for the payment of money, and other evidence of
indebtedness of the Club shall be signed by the Treasurer or his/her designee and
countersigned by the President or his/her designee.
f) Accept all funds payable to the Club, which shall be deposited from time to time to the credit of
the Club in such banks, trust companies or other depositories as the Board of Directors may
select.
g) The Board of Directors may accept on behalf of the Club any contribution, gift, bequest or devise
for the general purpose or for any special purpose of the Club.
Section 4.2 Officers
Officers of the Club shall be President, Vice President, Secretary and Treasurer. The following
positions are board members: Territorial Governor, Vice President of Public Relations, Range
Maintenance Officer(s), Range Operations Officer, New Shooter Representative, Editor, Membership
Director, Safety Officer.
a) President – The President is the Chief Executive Officer of the Club and has, subject to the
control of the Board, general supervision, discretion and control of the business and officers of
the Club. The President shall preside at all meetings of the Board. The President shall have the
duty to see that these Bylaws and such rules as may be adopted by the Board are enforced,
supervise generally the affairs and management of the Club, and at the Annual Meeting make a
report of the affairs of the Club during the preceding year.
b) Vice President – In the absence or disability of the President, the Vice President shall perform
all the duties of the President and, when so acting, shall have all the powers of, and be subject
to all the restriction upon the President.
c) Secretary – The Secretary shall keep a book of the minutes of all meetings of the Members, the
Board and its committees. The Secretary shall have such other powers and duties as the Board
may prescribe. The Secretary shall give, or cause to be given, notice of all meetings of the
members and of the Board.
d) Treasurer – The Treasurer is the Chief Financial Officer of the club and shall keep and maintain
adequate and correct accounts of the properties and business transactions of the Club. The
Treasurer shall cause to be deposited all monies and other valuables in the name of the Club
and shall disburse the funds of the Club as may be ordered by the Board. The Treasurer shall
render to the President and the Board, whenever they request it, an account of all transactions
as Treasurer and of the financial condition of the Club, and shall have such other powers and
perform such other duties as may be prescribed by the Board.
Section 4.3 Directors Duties
a) Perform any and all duties imposed on them collectively or individually by law, the Articles or
these Bylaws.
b) Appoint and remove, employ and discharge and except as otherwise provided in these Bylaws,
prescribe the duties and fix the compensation, if any, of all officers, agents and employees of
the Club.
c) Supervise all officers, agents and employees of the Club to assure that their duties are properly
performed.
d) Attend Board meetings.
Section 4.4 Election and Term of Office
a) The President, Vice President, Secretary, Treasurer and Territorial Governor shall be persons
elected to their respective positions by the members of the Club at a special meeting of the
Club. The names of nominated parties shall be published in the Club’s newsletter one month
prior to the official vote and each party will be given the opportunity to write a short narrative to
be published. Elections will be held each January at the annual meeting held at the January
match.
b) An absent member must forward their proxy vote to the Secretary prior to the day of the election
to be verified and counted. In the case of a contested election, the Board shall appoint an
election committee, consisting of not less than two members not running in the election, to
conduct a recount of the ballots.
c) The Vice-President, Treasurer and Territorial Governor shall serve a one-year term upon election
at the first election to be held in January 2005. Thereafter, they will be elected for two-year
terms. The President and Secretary will serve an initial two-year term. This will stagger the
elections of the various board members.
d) There is no limit to the number of terms a member can serve.
e) The Board of Directors is composed of non-salaried volunteer members in good standing.
f) An individual may hold more than one Officer position if approved by the majority of the Board.
g) Each board member of the Club shall have only one (1) vote regardless of the number of
positions he/she holds.
h) The resignation of any Officer shall be accepted and voted on by the remaining members of the
Board of Directors.
i) The President and/or majority vote of the remaining members of the Board may fill a vacancy on
the Board of Directors.
Section 4.5 Removal and Resignation
Any officer may be removed, either with or without cause, by the Board at any time pursuant to (a)
the vote of a majority of the directors then on the Board at a regular or special meeting or (b) the
unanimous written consent of the Board. Any officer may resign at any time by giving written notice
to the Club to take effect at the date of the receipt of such notice or at any later time specified
therein.
Section 4.6 Regular Meetings
a) Regular meetings of the Board of Directors shall be held once a month on the Friday following
the monthly match to discuss the ordinary operations of the Club. Dates and times to be
announced. All members of the Club are welcome to attend and observe the discussion. A
member wishing to address the board, must notify the Secretary in advance of the regular
meeting to be placed on the agenda.
b) An Annual meeting will be held at the January match. The meeting shall be open for discussion
on all topics pertaining to the Club’s operation and to hold the election of Territorial Governor.
Section 4.7 Special Meetings
Special meetings of the Board for any purpose or purposes may be called at any time by the
President or his/her designee. Any member of the Club can request a special meeting upon written
notice to the Secretary. A 30-day notice will be posted via the Club’s newsletter noting the date, time,
place and subject of such meeting. Members in good standing are authorized to vote on matters
brought forth to the membership. Fifty percent (50%) of the members of the Board of Directors must
be present to constitute a quorum at any regular or annual meeting of the Club. Except provided in
these Bylaws, the Board of Directors may, with the agreement of the majority of members, take
action without meeting as long as each Board member has been contacted and advised of the action.
ARTICLE V. OTHER PROVISIONS
Section 5.1 Amendments
A proposed amendment to these Bylaws may be introduced by any member of the Club at any
regular meeting or special meeting. A two-thirds vote by the Board of Directors is needed before the
proposed amendment is passed along to the Club membership. It may be acted upon by the Club
membership at any regular meeting or by a special meeting called for the purpose, provided a copy of
the approved amendment has been sent to each Club member in the newsletter prior to the meeting.
A two-thirds vote of the members present will be necessary to pass it.
Section 5.2 Dissolution
Should the Club be dissolved, its assets shall be transferred to other viable Cowboy Action Shooting
non-profit organization(s) having purposes broadly similar to those of the Club, as may be selected by
the Board of Directors.
Section 5.3 Transition
These Bylaws shall replace all previous Bylaws of the Club and shall become effective upon approval
of two-thirds of the Board of Directors.
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