Northwest Texas Field and Stream Association
BY-LAWS
ARTICLE 1
Officers
Section 1. The principal office shall be at 2005 Southwest Parkway in the City of Wichita Falls, Texas and the resident Agent of the corporation shall be John M. Barnard, Jr.
ARTICLE II
Meeting of Members
Section 1. The Association shall hold an annual meeting at such place and on such date as shall be designated by the Board of Directors. Notice of such meeting shall be communicated to the members at least two (2) weeks prior to the date of the meeting. Reports of the Association shall be presented at this meeting and plans for the ensuing year shall be announced and discussed by the membership.
Section 2. Special meetings of the membership may be called by the President, by order of the Board of Directors, or by the written request of fifty (50) members. The purpose of a special meeting shall be stated in the call and only such matters shall be considered.
Section 3. Twenty members shall constitute a quorum at any meeting of the association.
ARTICLE III
Election of Directors
Section 1. The number of Directors of the association shall be fifty (50), plus the Chairman of the Archery Club, Gun Club, Pistol Club, Rifle Club, and any other major divisional organization authorized by the Board of Directors, that may not already be a Director.
Section 2. The Board of Directors shall have the authority to change the number of Directors of the association from year to year, but in no event shall the total number of Directors be less than twenty-five (25).
Section 3. Prior to December of each year, the President shall appoint a nominating committee made up of members of the Board of Directors to compile a list of prospective Directors for those whose Terms expire on December 31st of that year.
Section 4. The names thus nominated by the nominating committee shall be submitted to the Board of Directors prior to December 31st at a regular meeting at which time the Board of Directors shall elect the Directors to fill the vacancies of those members whose terms end on December 31st.
Section 5. The new directors shall take office on January 1st and shall be officially installed at the first Board meeting held by the association subsequent to January 1st. The term of the Directors shall be for a period of three (3) years or until their successors qualify.
Section 6. In the event a Director resigns, dies, or becomes inactive (as inactive is determined by the Board of Directors) or for any reason a vacancy should occur, then the Board of Directors shall at a regular meeting fill such vacancy for the remainder of such retiring director’s term.
Section 7. The term of office of those Directors that may hold office by virtue of the fact that they are Chairman of Divisions, such as the Gun Club, Rifle Club, Pistol Club or other major unit authorized by the Board, and not elected as Directors shall be one (1) year.
ARTICLE IV
ELECTION OF OFFICERS
Section 1. At the meeting of the Board of Directors held during the month of January, the Board shall elect from its own members, a President, First Vice-President, Second Vice-President, Treasurer, Executive Director, Sergeant-At-Arms, and Parliamentarian.
Section 2. These officers shall hold office for two (2) years or until their successors are elected and qualified. The President and Executive Director will serve no more than two successive years.
Section 3. The Board of Directors are authorized to pay a reasonable salary to such Executive Director as well as to other office personnel (who need not be Directors).
ARTICLE V
Meeting of the Board of Directors
Section 1. The Board of Directors shall hold a monthly meeting on the 4th Thursday of the month or on such other date during the month as may be determined by the president. Such change in date being given to the members of the Board of Directors at least two (2) days prior to the date of such meeting.
Section 2. Twenty (20) members of the Board of Directors shall constitute a quorum for doing business.
Section 3. All actions taken by the Board of Directors shall be passed by a majority of the Directors present, providing a quorum exists, except that in the case of the adoption of By-Laws, two-thirds (2/3rds) vote of the entire Board of Directors, whether present or not, in the event that the By-Laws or the laws of the state of Texas require a greater vote than provided above, then such By-Laws of the state shall prevail.
Section 4. Special meetings of the Board of Directors may be called by the President on one (1) days’ notice to each Director either personally or by mail or telegram or upon written request of five (5) members of the Board on two (2) days’ notice to each Director either personally or by mail or email. The object of the meeting shall by stated in the call and no other business shall be transacted unless by unanimous vote of all members present at the special meeting.
ARTICLE VI
Duties of Officers and Staff
Section 1. The President shall preside at all meetings of the association and of the Board of Directors. He shall have general supervision of the affairs of the association and shall sign all contracts and other instruments of the association as authorized by the Board of Directors and perform all such other duties as are incident to his office or properly required of him by the Board of Directors. He shall make a report to the Board of Directors at their monthly meeting and to the members at their annual meeting and appoint all standing and special committees.
Section 2. The Vice-Presidents, during the absence or disability of the President, in the order designated by the Board of Directors, shall exercise all the functions of the President. Each Vice-President shall have such powers and discharge such duties as may be assigned to him from time to time by the Board of Directors.
Section 3. The Treasurer shall have the custody of all monies and securities of the association and shall keep regular books of account. The Treasurer shall disburse the funds of the association with approval of the Board of Directors or by authority of the Executive Committee when duly authorized by the Board of Directors, in the payment of the just demands against the association, taking proper vouchers for such disbursements and shall render to the Board of Directors at the regular meetings as account of all his transactions as Treasurer and of the financial condition of the association. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors.
Section 4. The Executive Director shall be employed by the Board of Directors. He shall be the executive officer of the association and shall maintain the office of the association, keeping the records and performing such other duties as the Board of Directors or President may from time to time direct. He shall attend and act as Secretary at all meetings of the Board of Directors and also all meetings of the membership, keeping accurate minutes thereof. The Executive Director shall have the responsibility of hiring and dismissing all members of the office staff, including secretaries, clerks, or other personnel with Executive Committee approval.
Section 5. The Sergeant-at-Arms shall be responsible for bringing to order all meetings of the membership and directors, for maintaining order and performing all such duties as may be required of him by the Board of Directors.
Section 6. The Parliamentarian shall be responsible for advising the Board of Directors and the President in all matters relating to the proper procedures in all meetings of the membership and Board of Directors of the association, and shall consult “Roberts Rules of Order” for authority therein.
ARTICLE VII
Divisions
SECTION I. the Board of Directors shall have the authority to permit groups of members of the association to form specialized clubs or divisions within the framework of the association, providing that all rules and regulations adopted by such Club or Division shall be duly approved by the Board of Directors and not conflict with the By-Laws or Resolutions of the Board of Directors.
SECTION 2. The President shall be an ex-officio member of all committees.
SECTION 3. There shall be an Executive Committee consisting of all the officers and the immediate past President of the Board of Directors. The President shall be the Chairman of the Executive Committee. The Executive Committee may exercise such powers of the Board of Directors in the management of the business and affairs of the association to the extent as provided by resolution of the Board of Directors. It shall keep minutes of its meeting and report to the Board of Directors.
ARTICLE IX
Membership Dues
SECTION I. Any sportsman of good repute may be a member of the association. No age limit is set forth as to membership requirement.
SECTION 2. At meetings of the membership, only those persons will be entitled to vote who hold a paid up membership card.
SECTION 3. The dues of the association shall be established by the Board of Directors.
SECTION 4. Membership shall be sold on at least an annual basis.
SECTION 5. The membership year shall begin April 1st and the annual membership meeting shall be held as near that date as possible.
SECTION 6. All privileges of membership exclusive of voting privileges, shall be extended to a member’s wife and his or her children provided such children have not attained their eighteenth (18) birthday.
SECTION 7. Upon the receipt of a written complaint by three (3) members in good standing, of a violation of the By-Laws, Rules or Regulations of the Association or any of its clubs or divisions, by a current member, the President shall designate a time and place for a meeting to be held not less than 30 days after giving such offending member notice of such meeting and such charges against him by registered mail, and at such meeting the Board shall determine if such charges are proved. Based upon such finding of violations, the Board of Directors may suspend or cancel the membership of such member by a vote of not less than 3/4th of those Directors present, providing a quorum is represented.
ARTICLE X
Checks
SECTION 1. The monies of the association shall be deposited in the name of the association in such financial institutions as the Board of Directors shall designate and shall be drawn out only by authorized persons designated by resolution of the Board of Directors.
ARTICLE XI
Fiscal Year
SECTION 1. The fiscal year of the association shall be such as is determined from time to time by the Board of Directors.
ARTICLE XII
Seal
SECTION 1. The corporate seal of the association shall have inscribed thereon the name of the association. Said seal may be used by causing it or a facsimile to be impressed or affixed or reproduced or otherwise.
ARTICLE XIII
Amendments
SECTION 1. ALTERATIONS, AMENDMENTS OR REPEALS OF THE By-Laws may be made by the Board of Directors by a two-thirds (2/3rds) vote of the entire Board of Directors, whether present or not, at any regular or special meeting, provided notice of such alteration, amendment or repeal has been given to each Director at least twenty (20) days prior to said meeting.
ATICLE XIV
Dissolution
SECTION 1. Upon the dissolution of the corporation or the winding up of its affairs. The assets of the corporation shall be distributed exclusively to charitable or educational organizations which would then qualify under the provisions of Section 500 (c) (3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.
(The above proposed By-Laws were approved by the Committee of By-Laws of the Northwest Texas Field & Stream Association on May 22, 1975, at a meeting of the committee in the Wichita Club, Wichita Falls, Texas)
James T. Montgomery. Chairman
ADVISORY COMMITTEE
Nominating Committee submits names for Advisory Committee of former directors prior to November board meeting. At the regular November board meeting, the Board of Directors elects the Advisory Board for the following year.
Names of the Advisory Board are to be included in the directory and anywhere else the Board of Directors list appears. They will receive all mailings, attend all meetings and be allowed to vote.
The term of Advisory Director will be one (1) year.