4 November 2002 Amendment
To: Mike Eastin, Bill Kinsey, John Hartman, Scott Ross,
J.D. Smith, Richiro Suzuki
From: Gary Moore, Acting Secretary/Treasurer
RE: DRAFT BY LAW AMENDMENTS
Keeping the corporate records complete and congruent with practice is essential to protecting board members from personal legal liability. Below are first draft amendments to bring the By Laws into alignment with current practice. Suggestions for improvements are welcome. We may wish to consider talking with the ClubÕs attorney prior to asking the members to approve any amendments.
A December 14 meeting of the members will be a special meeting under the current By Laws. As such, we need to send notice of the meeting by mail to our members not less than ten nor more than twenty days before the date of the meeting.
Under our By Law quorum requirement, we must have a majority of our members present when we convene our member meeting, if we are to transact business (disregarding proxy provisions). It has been suggested that one way to do that would be to hold a brief shooters meeting prior to beginning the match. The shooters meeting could be the beginning of the special meeting of the members, as we are more likely to meet the quorum requirement then than later. At the shooters meeting we can announce the dayÕs schedule: shooting, tearing down the stages, eating and finishing the business portion of the special meeting of the members. The By Laws specifically provide for continuing to conduct business at a membership meeting even though a quorum is no longer present due to early withdrawal of some members.
The required notice of special meeting must state the purpose or purposes of the meeting. The purposes are Amendment of the By Laws, election of directors, then other business.
Article II Members
Section 1. Annual Meeting.
Comment – Annual membership meeting is called out as being held on 15 January at 4:00 oÕclock p.m. We typically hold the annual membership meeting immediately after the December match.
Existing Language – The annual meeting of the members shall be held on the 15th day in the month of January in each year, beginning with the year 1985, at the hour of 4:00 oÕclock p.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Kansas, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the members or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Amendment Language – The annual meeting of the members shall be held in the month of December in each year, beginning with the year 2002, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held in the month designated herein for any annual meeting of the members or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 4. Notice of Meeting.
Comment – Delivery of notice is called out as being personally or by mail. Functionally, email is how the club communicates.
Existing Language – Written notice stating the place, day and hour of the meeting, and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten nor more than twenty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member of record entitled to vote at such meeting. 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 membership book of the Corporation, with postage thereon paid.
Amendment Language – Written notice stating the place, day and hour of the meeting, and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten nor more than thirty one days before the date of the meeting, either personally, by mail or by telecommunications, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member of record entitled to vote at such meeting. 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 membership book of the Corporation, with postage thereon paid. If by telecommunications, such notice shall be deemed to be delivered when sent to the member at his telecommunications address as it appears on the membership book of the Corporation.
Article III Board of Directors
Section 2. Number, Tenure, and Qualifications.
Comment – Number of Directors is called out as being six. A little room here might be helpful – perhaps the number should be specified as not less than five or more than seven.
Existing Language – The number of Directors of the corporation shall be six. Each Director shall hold office until the next annual meeting of the members and until his successor has been elected and qualified.
Amendment Language – The number of Directors of the corporation shall be not less than five nor more than seven. Each Director shall hold office until the next annual meeting of the members and until his successor has been elected and qualified.
Article IV Officers
Section 1. Number.
Comment – Officers are called out as being a President, First Vice President, Second Vice President, Third Vice President, Secretary and Treasurer. The titles donÕt provide for a seven or five member board. Also, in practice, the secretary and treasurer responsibilities have been vested in the same person.
Existing Language – The officers of the Corporation shall be a President, First Vice President, Second Vice President, Third Vice President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
Amendment Language – The officers of the Corporation shall be a President, First Vice President, Second Vice President, Third Vice President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Excepting the President, an officer may be elected to serve in more than one officer position. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.
