BY-LAWS
OF
THE
ARTICLE FIRST: The name of said non-profit corporation shall be Berlin Conservation Club (hereafter referred to as BCC), and its location shall be in the County of Green Lake, State of
The physical address of BCC is as follows: Berlin Conservation Club,
The mailing address of BCC is as follows: Berlin Conservation Club,
ARTICLE SECOND: The method and conditions upon which members shall be accepted shall be as follows:
1. Any person seventeen (17) years of age or older may become a regular member by paying annual dues; any person through sixteen (16) years of age may become a junior member upon payment of two-fifths (2/5) of the regular annual dues. Junior members shall not have voting privileges.
2. The Board of Directors may from time to time designate honorary members of the organization. Honorary members shall enjoy all the privileges of the organization but shall not be required to pay dues or assessments.
Any member that serves two consecutive terms on the Board of Directors shall be designated an honorary lifetime member of the organization. Added on 3/9/09.
3. All regular members shall be subject to such dues and assessments as may be ordered by the Board of Directors and each regular member shall have one vote on all matters before the organization at any regular or special meeting. Any assessment in addition to dues, before it shall become effective, shall be approved by a majority of the members of the organization present at any regular or special meeting after due notice of the proposed assessment, the reason for the assessment and its purpose.
4. A member may be expelled from the organization, after a thorough investigation of the charges, upon a vote of two-thirds (2/3) of the full membership of the Board of Directors whenever the conduct or character of any member shall injure, or be likely to injure the welfare, interest, or character of the BCC.
ARTICLE THIRD: The Board of Directors shall consist of ten (10) members, one of which shall be the Thursday Night Trap League President, who shall elect, by secret ballot, from their number a President, Vice-President, Secretary and Treasurer. Officers may be appointed from outside BCC membership for the positions of the Secretary and Treasurer when deemed necessary. Any candidate for the office of President must have been a BCC member for the previous five (5) years and must have served at least one (1) year as an elected board member. No member shall be eligible to be a board member prior to attainment of two (2) years of BCC membership at the time of the election, with the exception of the Secretary and Treasurer’s offices. No junior member shall be eligible for any office, except in junior BCC activities.
Directors shall serve for a term of three (3) years; each year three (3) directors shall be elected or re-elected. Vacancies on the Board of Directors shall be filled for the balance of the unexpired term by appointment of the President, subject to confirmation by the Board.
Any Board member who misses three regularly scheduled meetings over any continuous twelve-month period, or who fails to fully perform his or her duty as determined by the Board of Directors, may be removed from the Board by a two-thirds (2/3) vote of the other Board members. The Board of Directors shall decide whether to remove another Board member at any regularly scheduled meeting following the third missed meeting. Such office shall be declared vacant, and the President shall nominate an eligible member to fill such vacancy, to be approved by the Board of Directors and to serve until the vacant term has expired.
To the extent permitted by law, a volunteer Director/Officer of BCC shall not be personally liable to BCC or its members for monetary damages for breach of Director’s/Officer’s fiduciary duty. BCC assumes all liability to any person other than BCC or its members for all acts or omissions of a volunteer Director/Officer incurred in the good faith performance of their duties. BCC will have Director liability insurance at the cost of BCC.
ARTICLE FOURTH: The principle duties of the Board of Directors shall be to manage the business, property and affairs of BCC, and to provide rules and regulations governing the same. All outside work contracted must have a written contract approved and controlled by the Board of Directors. All contracted outside work above $1,000.00 must have three (3) bids, if possible. The Directors have the right of refusal for bids. Committees shall be established by the Board of Directors to carry on the work of the BCC, to include the appointment of an audit committee to audit all books and reports.
The principle duties of the President shall be to preside at all meetings of the members and the Board of Directors and to have general supervision of the affairs of BCC. The President shall appoint the committee chairs annually. The President shall vote on board issues only to break a tie.
The principle duties of the Vice-President shall be to discharge the duties of the President in the event of the absence or disability of the President for any cause whatsoever.
The principle duties of the Secretary shall be to countersign all deeds, leases and conveyances executed by BCC, affix the seal of BCC thereto, and to such other papers as shall be required or directed to be sealed, and to keep a record of the proceedings of the Board of Directors, and to safely and systematically keep all books, papers, records, and documents belonging to BCC, or in any manner pertaining to the business thereof. The Secretary shall deliver all currently held books, papers, and property of BCC to the successor or the President before vacating the position.
The principle duties of the Treasurer shall be to keep and account for all monies, credits and property, of any kind and nature of BCC, which shall come into his hand, and keep an accurate account of all the monies received and disbursed, and proper vouchers for monies disbursed, and to render such accounts, statements and inventories of monies received and disbursed, and of money and property on hand, and generally of all matters pertaining to this office as shall be required by the Board of Directors. The Treasurer will have a report at each monthly Board of Directors’ meeting. The Treasurer shall pay out of the funds of BCC all just bills and indebtedness of the BCC. The Treasurer shall deliver all monies, financial records, and other property of BCC into the hands of the successor, or to the President before vacating the position.
The Board of Directors may provide for the appointment of such additional officers or agents as they may deem for the best interest of BCC.
Whenever the Board of Directors may so order, any two offices, the duties of which do not conflict, may be held by one person.
The said officers shall perform such additional or different duties as shall from time to time be required by the Board of Directors, or as may be prescribed by the By-Laws.
Costs for obtainment of Bonds for the President, Secretary, Treasurer, and others as authorized, if requested, shall be borne by BCC.
All committees shall provide an annual summary report of the past year’s activities at the spring and fall membership meetings.
ARTICLE FIFTH: The Board of Directors of BCC shall be elected by secret ballot by the entire body in attendance at the spring membership meeting. A nominating committee of no more than three members appointed by the Board of Directors shall nominate candidates for the Board. Nominees may also be nominated from the floor.
The nominating committee shall count the ballots on the closing of the election. The candidates receiving the highest number of votes shall be elected. The nominating committee shall report the results immediately to the Secretary. The Secretary shall immediately notify the candidates, Board of Directors, membership and other interested parties. New Officers will assume their offices at the first meeting in April.
ARTICLE SIXTH: Regular meetings of the Board of Directors shall be held monthly on a day and at a time and place designated by the Board from time to time. No advance notice shall be required for regular Directors’ meetings or committee meetings. At least one half (1/2) of the Directors must be present to constitute a quorum at any Board of Directors’ meetings. The President shall call a special meeting of the Board of Directors when requested by any two (2) members of said Board of Directors, or 10% of the BCC’s members. In the event a special membership meeting is called, a postcard will be sent to all BCC members no later than two weeks prior to this meeting informing them of such.
ARTICLE SEVENTH: The spring and fall bi-annual meeting(s) of the members is for transaction of business, election of trustees and officers, setting of the annual budget, dues, and any other business that has been previously designated by the Board.
ARTICLE EIGHTH: The BCC shall maintain a Pheasant Farm for the purposes of annually providing pheasants to the working members, on a prorated basis, of the BCC to be released on public and private lands.
ARTICLE NINTH: No member or guest less than 21 years of age may possess a handgun on BCC properties or ranges unless under the supervision of a member who is 21 years of age or older. All members or guests shall follow all State laws when discharging a firearm.
ARTICLE TENTH: When BCC finances deem it appropriate, as determined by the Board of Directors, an annual Youth Scholarship(s) in the field of conservation, or related fields, shall be offered.
ARTICLE ELEVENTH: No part of the income or principal of BCC shall inure to the benefit of, or be distributed to any member, director, or officer of the BCC or any other private individual, but reimbursement for expenses or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of income or principal.
BCC’s fiscal year will end on December 31st of each year.
All investment activities shall require the signature of two officers of the BCC. Added on 3/9/09.
All expenditures above $500 by a Board member shall require Board of Director approval, except in emergencies.
All expenditures, other than normal operating expenses, above $15,000 shall require membership approval, except in emergencies.
ARTICLE TWELFTH: In the event of termination or dissolution of the BCC, any assets, real, and personal property will revert to local charitable organization(s) of the membership’s choice within the meaning of Sections 501(c) 3 or 4 of the Internal Revenue Code.
ARTICLE THIRTEENTH: These By-Laws will be reviewed by the Board of Directors every five (5) years. The By-Laws may be amended by Resolution setting forth such Amendment or Amendments adopted at any regular meeting of the membership by a vote of a majority of the members present. All questions as to the construction or meaning of these By-Laws are first to be referred to the Board. Proposed Amendments shall be presented for consideration and discussion at one of two bi-yearly meetings (spring and fall, March and October, respectively), and shall be voted upon the following bi-yearly meeting of the organization. The decision of the President shall be final. If an Amendment is adopted, the BCC Secretary will insert it in the appropriate location in the By-Laws and present the final copy to the Board of Directors for final approval at the next regular Board meeting. The Secretary should send approved Amendments to the State in a timely manner. No Amendment may be adopted unless it is presented in the foregoing manner.
All procedures not prescribed by the By-Laws and Standing Rules of the BCC, these By-Laws, or the Standing Rules of the Corporation, shall be governed by the current edition of Robert’s Rules of Order, newly revised.
AMENDMENT FIRST: On March 9, 2009, the membership of the BCC approved a By-Law Amendment to Article Eleventh. Article Eleventh is amended to insert the following paragraph after paragraph two: All investment activities shall require the signature of two officers of the BCC.
AMENDMENT SECOND: On March 9, 2009, the membership of the BCC approved a By-Law Amendment to Article Second. Article Second is amended to insert the following paragraph after paragraph one: Any member that serves two consecutive terms on the Board of Directors shall be designated an honorary lifetime member of the organization.
Further clarification of this amendment directs that this amendment is not “grandfathered”, and is effective for board members retiring after October 13, 2008, when this amendment was first proposed.
Adopted this 9th day of March, 2009 by a majority vote of the members present.