BYLAWS

OF

Camp Perry Retired Marines, Inc

Mission Statement

*To foster and promote the shooting sports by
educating the public and especially the youth.

*To provide funds and equipment to junior teams and individuals engaged in local, national and international High Power Rifle Competition.

*To provide College Scholarships for Excellence in Competition.

*To assist Disabled Shooters in their annual Rifle Match.

*To foster and encourage the rights of American citizens to own and bear arms as provided by the Constitution of the United States of America.

 

PURPOSES AND OBJECTIVES

A domestic non-stock, non-profit (501 (C) 3) corporation, organized to promote interest, education and safety in all shooting sports.

  

 

ARTICLES I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of, hereinafter entitled the Corporation, shall be 89 Harrand Creek Dr. , Enterprise, Alabama  36330 or such other place as designated by resolution of the Board of Directors of the Corporation.

Section 2. OTHER OFFICES. The Board of Directors may also elect to open other offices of the Corporation both within and without the State of Alabama to conduct the business of the Corporation.

ARTICLE II

MEMBERS

Section 1: RIGHTS. The Corporation will be controlled by members. No Member shall hold more than one membership in the Corporation. All Members shall have the same rights, privileges, restrictions and conditions.  Beyond voting rights, the members receive no special benefits in exchange for their dues.  Any person, partnership, corporation, association or other legal entity can be a Member of the Corporation. There is no limitation on the number of Members of the Corporation.  Membership interests in the Corporation are not transferable.

Section 2. MEMBERSHIP DUES. Anyone wishing to become a Member of the Corporation shall pay an application fee of $10.00.  Upon admission to the Corporation, each Member shall pay annual dues to the Corporation of $10.00.

Section 3. MEMBERSHIP BOOK. The Corporation shall maintain a membership book listing the name and address of each corporate Member. The book shall also contain the date the membership of any Member in the Corporation ceases. The membership book will be kept in the principal place of business of the Corporation.

Section 4. NONLIABILITY OF MEMBERS. No Member by virtue of just being a Member of the Corporation shall be liable for the debts, liabilities or obligations of the Corporation.

Section 5. TERMINATION OF MEMBERSHIP. A Member's membership interest in the Corporation shall terminate on the occurrence of any of the following events:

a. Upon receipt by an Officer or Director of a Member's written resignation of membership in the Corporation,

b. Upon death of a Member if a natural person or the dissolution of the Member if a corporation, partnership or association,

c. Upon the failure of a Member to pay membership dues by the due date. Termination of membership for non-payment of dues occurs automatically without notice being given by the Corporation. Membership may be reinstated in full if delinquent dues are paid within thirty (30) days of the due date, or

d. If, after being given an opportunity to be heard, the Board of Directors for the Corporation finds that a Member has engaged in conduct that violates the purposes for which the Corporation was formed, or has breached the duty of good faith owed to the Corporation to such a degree that the Member's membership interest in the Corporation should be terminated. In the event of a termination, the Member so terminated will receive a pro-rated refund of dues paid to the Corporation.

Section 6. ANNUAL MEETINGS. At least one meeting of the Members will be held each year. This annual meeting will be held at the principal office of the Corporation designated in Article 1 or such other place as chosen by the Board of Directors.

The annual meeting of Members shall be held on a date and at a time designated by the Board of Directors beginning in the year 2008.  The purpose of the annual meeting will be to transact any and all business of the Corporation including but not limited to the election of the Board of Directors and the ratification of the acts of the Board of Directors undertaken since the last meeting of members.

Section 7. SPECIAL MEETINGS. Special meetings of the Members may be called for any purpose or purposes by:

a. A majority of the Board of Directors, or

b. A written request of Members owning a majority of the membership certificates of the Corporation.

All requests for a special meeting of Members must state the reason for which the special meeting of Members is being sought. Requests to have a special meeting of Members will be considered served on the Board of Directors of the Corporation if they are given to any member of the Board of Directors or any Officer of the Corporation by either personal delivery or certified mail.

Upon receipt of a valid request for a special meeting by a Member, the Board of Directors will schedule a special meeting at a date not less than thirty (30) days nor no more than sixty (60) days from the receipt of the request. The Board of Directors shall give notice of the special meetings to all members entitled to vote.

If the Board of Directors fails to give the notice of the special meeting, the person or persons making the request for the special meeting may set the date and time of the special meeting and give the notice themselves.

Section 8. NOTICES OF MEETINGS. Notices of all Member meetings shall be in writing and must be signed by the President, Vice President or Secretary of the Corporation. All notices of a Members meeting must contain a statement about the purpose for which the meeting is to be called and any special business which is to be conducted therein. The notice must also state the date, time and place of the meeting. The notice must be either delivered or mailed to each Member at least fifteen (15) days before the meeting. If the notice is mailed, it must be sent to the last known address of the Member as it appears on the Corporation's books. Upon such mailing the service shall be deemed complete. If the Corporation does not have an address of a Member or knows that the address it has is no longer valid, it shall give notice to that Member by publishing it at least once in a newspaper of general circulation in the county of the Corporation's principal office.

Personal delivery of a notice to any officer of a corporation, a member of an association, or any partner of a partnership which is a Member of this corporation shall constitute valid service on the Member corporation, partnership or association.

The officer of the Corporation giving notice of the meeting shall file a declaration with the minutes of the Corporation stating that notice of the meeting has been duly given to all Members entitled to vote.

If a meeting is adjourned after being properly called for less than thirty (30) days, no new notice need be given to the Members. If a meeting is adjourned for more than thirty (30) days, a new notice of the date, time and place or the resumptions of the meeting must be given to the Members.

Section 9. BUSINESS AT THE MEETING. At a special meeting of Members, the business transacted therein shall be limited to that which is stated in the notice of the meeting unless all of the Corporation's Members are present in person or by proxy and all agree to additional business being conducted.

Section 10. QUORUM FOR MEETING. If Members representing a majority of the corporate membership certificates issued, outstanding and entitled to vote are present either in person or by proxy, a quorum shall exist for conducting the meeting. If, however, a quorum does not exist either in person or by proxy, a valid meeting cannot be held.

If a quorum is present when the meeting is called, the Members may continue to hold the meeting and transact business until adjournment, even if some Members leave so that a quorum is no longer present, provided a majority of members who constituted the initial quorum still remain.

Section 11. MAJORITY RULES. At a duly called meeting with a present quorum, the vote of Members holding a majority of the membership certificates of the Corporation, either in person or by proxy, shall determine the passage of any corporate resolution or other business matter unless either state law or the Articles of Incorporation require a different percentage of vote.

Section 12. RECORDS DATE. Only those persons or entities who are shown to be the owners of corporate stock in the records of the Corporation on the day of any meeting of Members or such other day as fixed by the Board of Directors shall be entitled to vote.

Section 13. PROXIES. At any Member meeting, a Member may be represented by a person or persons to vote for the Member. A proxy must be in writing and designate under what terms the person holding the proxy may vote. A proxy shall not be valid for more than ninety (90) days after the date of its execution unless the Member executing it specifies the time for which it will last, but in no event shall it remain in force for more than two years from the date of its execution. Once duly created, a proxy shall remain in effect until it expires, is revoked or another proxy is subsequently given to another person.

Section 14. ACTION TAKEN WITHOUT A MEETING. Except for the election of Directors, Members can without a meeting undertake any business that would otherwise require a meeting if authorized by the written consent of Members holding a majority of voting power, unless state law or the Articles of Incorporation require a higher voting percentage.

Section 15. CONSENTS TO MEETINGS. The actions undertaken at a meeting of Members, that was not properly called and noticed shall nevertheless be valid if:

a. A quorum was present either in person or proxy, and

b. Each of the Members entitled to vote and who were not present in person or by proxy sign a written waiver of notice or a consent to the holding of such meeting and the approval of the actions taken therein.

All such waivers and consents must be filed with the corporate books and made a part of the minutes of the corporate meeting therein. A Member's attendance of a meeting which was not properly called and noticed shall constitute a waiver of notice unless an objection is made on the record at the meeting.

Section 16. CONDUCT OF MEETING. The President, if present and if not then the Vice President, shall call a meeting of Members together and preside over the meeting as the Chairman. If neither the President or the Vice President are present, the Members shall appoint a person to serve as the Chairman. The Secretary of the Corporation, if present and if not a person chosen by the Members, shall serve as the secretary of the meeting of Members.

ARTICLE III

DIRECTORS

Section 1. NUMBER OF DIRECTORS. The number of Directors which will compose its Board of Directors shall be five. All Directors shall be of legal age and all Directors shall be American citizens. The Directors shall be elected by the Board of Directors except where a vacancy is filled pursuant to Section 4 below. Each Director shall hold office until a successor is elected or appointed.  

Section 2. STANDARD OF CARE. Each Director shall perform his duties, including those of being a Member on any corporate board, in good faith. Each Director shall execute all duties through the use of the standard as to what in the Director's opinion is in the best interests of the Corporation. In making all decisions a Director shall utilize such reasonable care and inquiry as a reasonably prudent person in a like situation would employ.

Section 3. VACANCIES ON THE BOARD. Vacancies on the Board and new positions created by increasing the number of Directors may be filled by a vote of the majority of the remaining Directors even though they may constitute less than a majority of the full Board.

A vacancy on the Board shall be deemed to exist upon the death, resignation, or removal of any Director, an increase in the number of Directors or a failure of the Members to fill all Board vacancies at any meeting of Members to elect Directors.

Directors must be chosen from the NRA Volunteers or Shooters at the High Power Phase of the National Championships held at Camp Perry, Ohio.

The Members may elect Directors at any time to fill vacancies on the Board which have not been filled by the Directors. Such election shall require a consent of Members holding a majority of the Corporation's voting stock.

Section 4. REMOVAL OF DIRECTORS.  The Members may at any time remove the entire Board of Directors or any individual Director as provided by these Bylaws. The remaining board, or the Members, at a special meeting, may elect directors to fill such vacancies as may result.

Section 5. POWERS OF THE BOARD OF DIRECTORS.  The Board of Directors, unless closely held corporate status is elected, is responsible for the management of the Corporation's business and legal affairs. Towards this end, the Board will exercise all of the corporate powers to do such lawful acts which are not prohibited by either state law or the Articles of Incorporation.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6. DIRECTORS MEETINGS. The Board of Directors shall set all meetings of the Board, both regular and special, pursuant to these Bylaws. Such meetings may be held both within and without the state of incorporation as designated by the Board. 

Section 6a. BOARD OF DIRECTOR MEETINGS BY CONFERENCE TELEPHONE.  If authorized by the board of directors, the board of directors or any designated committee of the corporation may participate in a board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting (See Section 8) and provided all persons participating in the meeting can hear each other at the same time.  A director participating in a conference telephone meeting is deemed present in person at the meeting.  The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.

Section 7. ANNUAL MEETINGS. Regular meetings of the Board of Directors may be held without notice at such time and place as set by the Board of Directors.

The Board of Directors shall hold an annual meeting at Camp Perry, Ohio the last week of July or the first week of August.  The Time, date and location of the meeting will be determined by the Directors present at the High Power Phase of the National Championships held at Camp Perry, Ohio.

Regular non-annual meetings of the Board of Directors (weekly, monthly or quarterly) shall be held at the corporate offices or such other place as may be designated, as follows:

Time of the Meeting:

Date of the Meeting:

If the date for the regular meeting falls on a holiday or weekend, the meeting shall be held on the next business day. No notice for a regular meeting set in these Bylaws need be given.

Section 8. SPECIAL MEETINGS. The corporation’s secretary shall give either oral or written notice of any special director meeting at least five (5) business days before the meeting.  The notice shall include the meeting place, day and hour.  If the meeting is to be held by conference telephone, (regardless of whether it is regular or special), the secretary must provide instructions for participating in the telephone meeting.

If the notice is mailed, then it must be sent to the last known address of the Director as it appears on the Corporation's books. Upon such mailing the service shall be deemed complete. If the Corporation does not have an address of a Director or knows that the address it has is no longer valid, it shall give notice to that Director by publishing it at least once in a newspaper of general circulation in the county of the Corporation's principal office.

The actions taken at a special meeting of Directors which was not properly called and noticed will nonetheless be considered valid if:

a. All of the Directors are present at the meeting and sign a written consent to the meeting and the actions taken there under, or

b. A majority of the Directors are present at the meeting and those Directors not present sign a written consent to the meeting and the actions taken there under. Such consent may be given either before or after the meeting has been held.

If a Director attends a special meeting which was not properly called and noticed without objecting upon arrival, that Director waives such notice and the actions taken there under shall be as valid as if the meeting was properly called.

Section 9. QUORUM. At any meeting of the Board of Directors no action may be undertaken unless a quorum of Directors is present. A quorum of Directors shall constitute a majority of duly elected and appointed Directors. Unless state law specifies a higher percentage, every act or resolution of the Board shall need only a majority vote of the quorum to pass.

Section 10. RESIGNATION. A Director may resign at any time effective upon giving written notice to the Board of Directors.  Upon notice of the resignation the Board shall notify the members and either fill the vacancy by appointment or schedule a special meeting of Members for the election of a new Director.

Section 11. COMPENSATION OF DIRECTORS.  (a) The board of directors may, upon approval of the majority of that board, pay each director expenses, if any, of attendance at each board meeting or committee meeting of the board.  The directors shall not be paid a salary or fee for attending the meeting.  A director may not serve the corporation as an employee and receive compensation.

(b) The corporation may not lend money to or guarantee the obligation of a director of the corporation.

 

COMMITTEE OF DIRECTORS

Section 12. UTILIZATION OF COMMITTEES. The Board of Directors has the authority to create as it deems necessary committees of one or more Directors to exercise the powers of the Board of Directors in specified areas of the Corporation's business and legal affairs. A committee so formed may be given the power to affix the corporate seal to documents which it may execute.

Section 13. COMMITTEE MINUTES. All committees created by the Board shall keep regular and detailed records of their activities and make regular reports to the full Board of Directors.

Section 14. CONSULTANTS. The Board of Directors have the authority to appoint one or more persons to serve as consultants to the Board. Such consultants perform such special assignments as delegated to them by the President and furnish such consultations on such matters as requested by the Board.

ARTICLE IV

NOTICES

Section 1. NOTICE TO DIRECTORS AND MEMBERS. All notices to Directors and members must be in writing and given by personal delivery, by telegram or by mail. If the notice is mailed, then it must be sent to the last known address of the Director or Member as it appears on the Corporation's books. Upon such mailing the service shall be deemed complete. If the Corporation does not have an address of a Director or knows that the address it has is no longer valid, it shall give notice to that Director by publishing it at least once in a newspaper of general circulation in the county of the Corporation's principal office.

Section 2. WAIVER OF NOTICE.  If a person who is entitled to vote at any meeting, be it a Members or Directors meeting, is not given such a valid notice of the meeting, no action undertaken at such meeting will be valid unless the person gives a valid waiver of notice. A waiver of notice is accomplished by:

a. Being present at the meeting and either not objecting to the meeting or entering oral consent to the meeting on the record, or

b. Executing a written waiver of notice for the meeting and the business to be transacted therein.

Once a waiver of notice has been validly executed, the transaction undertaken at the meeting, if a quorum was present, shall be as valid as if the meeting had been properly called and noticed.

 

ARTICLE V

OFFICERS

Section 1. APPOINTMENT. The Board of Directors shall appoint the officers of the Corporation. The initial Officers of the Corporation shall be the President, Vice President, Secretary and Treasurer. The Board may appoint assistants to the above officers as it deems appropriate. Any person can hold two or more offices unless precluded by state law. The election of officers shall normally occur, except for the filling of vacancies, at the annual meeting of Directors following the annual meeting of Members.

Section 2. OFFICERS' SALARIES.  No member of this organization will draw any salary or wages, deferred compensation, retirement benefits, fringe benefits or bonuses.

Section 3. OFFICERS' TERM OF OFFICE. The term of office for the officers of the Corporation shall continue to their death, resignation or removal. Any officer may be removed from office by the Board at any time by a majority vote.  Any vacancy in any office of the Corporation shall be filled by the Board of Directors.

Any officer may resign at any time by giving written notice to the Board of Directors. A resignation shall take effect on the date specified in the notice unless the Board of Directors votes to have a sooner date and removes the resigning officer prior to the effective date of the resignation.

Section 4 - President

The president shall be the principal executive officer of the cor­poration. The president shall be subject to the control of the board of directors, and shall in general oversee, in good faith, the affairs of the corporation. The president shall, when present, preside at all meetings of the members and of the board of directors. The presi­dent may sign, with the secretary or any other proper officer of the corporation that the board has authorized, corporation deeds, mort­gages, bonds, contracts, or other board authorized instruments.

Section 5 - The Vice President

The vice president shall perform, in good faith, the president's duties if the president is absent, dies, is unable, or refuses to act. If the vice president acts in the absence of the president, the vice presi­dent shall have all presidential powers and be subject to all the restrictions upon the president. (If the vice president is unable or refuses to act, then the secretary shall perform the presidential duties.) The vice president shall perform any other duties that the president or board may assign to the vice president.

 

Section 6 - The Secretary

The secretary shall in good faith: (1) create and maintain one or more books for the minutes of the proceedings of the board of direc­tors; (2) provide that all notices are served in accordance with these bylaws or as required by law; (3) be custodian of the corporate records; (4) when requested or required, authenticate any records of the corporation; (5) keep a current register of the post office address of each director; and (6) in general perform all duties incident to the office of secretary and any other duties that the president or the board may assign to the secretary.

Section 7 - The Treasurer

The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source, and deposit all moneys in the corporation's name in banks, trust companies, or other depositories that the board shall select; (3) submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and (4) in general perform all of the duties incident to the office of treasurer and any other duties that the president or board may assign to the treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful performance of the treasurer's duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the board of directors shall determine.

 

Section 8 - Loans to or Guarantees for Officers

The corporation may not lend money to or guarantee the oblig­ation of an officer of the corporation.

  

ARTICLE VI

NOTIFICATION OF ATTORNEY GENERAL

 

Section 1 - Notification of Attorney General

The secretary of the corporation shall notify the attorney gen­eral of the State of Alabama when dissolution, indemnification, merger, removal of directors, and the sale of assets (as defined in the Alabama Nonprofit Corporation Act) occur. The secretary shall deliver notice in the manner required by each event and cooperate with the Attorney General in providing necessary information.

(a) Dissolution.

(1)    In the event of dissolution, the secretary shall give the Attorney General written notice that the corporation intends to dissolve at or before the time the secretary delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution. 

(2)    The corporation shall not transfer or convey assets as part of the dissolution process until twenty (20) days after the secretary has given the written notice required by section 5.1(1)(i) to the Attorney General or until the Attorney General has consented in writing to the disso­lution or indicated that the Attorney General will not take action in respect to transfer or conveyance, whichever is earlier.

(3) When the corporation has transferred or conveyed all or substantially all of its assets following approval of dis­solution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the corporation transferred or conveyed assets. The list must indicate the address of each person, other than creditors, who received assets and an indication of what assets each received.

(b)             Indemnification. The secretary of the corporation must give the Attorney General written notice of its proposed indemni­fication of a director. The corporation may not indemnify a director until twenty (20) days after the effective date of the written notice.

(c)             Merger. The secretary of the corporation must give the Attorney General written notice of a proposed merger of the corporation, and include with the notice a copy of the pro-posed plan of merger, at least twenty (20) days before con-summation of any merger.

(d)             Removal of Directors. The secretary of the corporation must give written notice to the Attorney General if the corporation commences a proceeding to remove any director by judicial proceeding.

(e)             Sale of assets. The secretary of the corporation must give written notice to the Attorney General twenty (20) days before it sells, leases, exchanges, or otherwise disposes of all or substantially all of its property if the transaction is not in the usual and regular course of its activities, unless the Attorney General has given the corporation a written waiver of this subsection.

 

ARTICLE VII

INDEMNIFICATION OF
DIRECTORS AND OFFICERS

Section 1 - Indemnification of Directors

(a) General. An individual made a party to a proceeding because the individual is or was a director of the corporation may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:

 

(1)    determined permissible and

(2)    authorized, as defined in subsection (b) of this section 1 (The indemnification is further subject to the limita­tion specified in subsection (d) of section 1.)

 

(b) Determination and Authorization. The corporation shall not indemnify a director under section 1 of Article VII unless:

 

(1)    Determination. Determination has been made in accor­dance with procedures set forth in the Alabama Nonprofit Corporation Act that the director met the standard of conduct set forth in subsection (c) below, and

(2)    Authorization. Payment has been authorized in accor­dance with procedures listed in the Alabama Nonprofit Corporation Act based on a conclusion that the expenses are reasonable, the corporation has the financial ability to make the payment, and the financial resources of the corporation should be devoted to this use rather than some other use by the corporation.

 

(c) Standard of Conduct. The individual shall demonstrate that:

 

(1)    the individual acted in good faith; and

(2)    the individual reasonably believed:

(i)                in acting in an official capacity with the corporation, that the individuals conduct was in the corporation's best interests;

(ii)               in all other cases, that the individuals conduct was at least not opposed to the corporation's best inter­ests; and

(iii)            in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful.

 

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of  no contender or its equivalent, is not, :self, a determination that the director did not meet the standard of duct described in this section.

 

(d) No Indemnification Permitted in Certain Circumstances. The corporation shall not indemnify a director under section 1 of Article VII if:

(1)    the director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; or

(2)    the director was adjudged liable in any other proceeding charging that the director improperly received personal benefit, whether or not the individual acted in an offi­cial capacity.

 

(e) Indemnification Limited. Indemnification permitted under section 1 of Article VII in connection with a proceeding by the corporation or in the right of the corporation is limited to the reasonable expenses incurred in connection with the proceeding.

Section 2 - Advance Expenses for Directors

The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a director who is a party to a proceeding if:

(1) by following the procedures of the Alabama Nonprofit Corporation Act the board of directors determined that the director met requirements (3)-(5) listed below; and

(2) the board of directors authorized an advance payment to a director; and

(3) the director has furnished the corporation with a written affirmation of the director's good faith belief that the dire to has met the standard of conduct described in section 1 of Article VII; and

(4) the director has provided the corporation with a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; the director’s undertaking must be an unlimited general obligation, but need not be secured, and the corporation may accept the undertaking without reference to financial ability to make repayment; and

(5) the board of directors determines that the facts then known to it would not preclude indemnification under section 1 of this Article VII or the Alabama Nonprofit Corporation Act.

 

Section 3 - Indemnification of Officers

The board of directors may choose to indemnify and advance expenses to any officer of the corporation applying those standards described in sections 1 and 2 of Article VII.

 

Section 4 - Mandatory Indemnification

Notwithstanding any other provisions of these bylaws, the corporation shall indemnify a director or officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation, against expenses incurred by the director or officer in connection with the proceeding.

 

ARTICLE VIII

CONTRACTS, LOANS,

CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

 Section1 - Contracts

The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the corporation and such authorization may be general or confined to specific instruments.

 

Section 2 - Loans

The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the board of directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation's indebtedness unless the board of directors authorizes the issuance by resolution. The authorization may be general or specific.

 

Section 3 - Checks, Drafts, etc.

The board of directors shall authorize by resolution which offi­cer(s) or agent(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The board of directors shall also determine by resolu­tion the manner in which these documents will be signed and issued.

 

Section 4 - Deposits

The treasurer of the corporation shall oversee the deposit of all funds of the corporation, in banks and other depositories; the board of directors shall authorize by board resolution the exact location of the banks and depositories.

 

ARTICLE IX

PROHIBITED TRANSACTIONS

 Section 8.1- Prohibited Transactions

(a) Prohibition Against Sharing in Corporation Earnings.  No director, officer, employee, committee member, or person connected with the corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; provided that this shall not prevent the corporation^'s payment to any person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as determined by the board of directors.

(b) Other Prohibitions.  Neither the corporation, nor its direc­tors, nor its officers have any power to cause the corporation to do any of the following with Related Parties:

 

(1)    make any substantial purchase of securities or other property, for more than adequate consideration in money or money's worth;

(2)    sell any substantial part of its assets or other property, for less than an adequate consideration in money or money's worth.

 

For the purpose of this subsection, Related Parties means any person who has made a substantial contribution to the corporation, or with a brother, sister, spouse, ancestor, or lineal descendant of the person giving, or with a corporation directly or indirectly controlled by the person giving.

Section 2 - Prohibited Activities.

Notwithstanding any other provisions of these bylaws, no direc­tor, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under section 170(d)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.

Section 3 - Corporate Funds Used For Indemnification.

Corporate funds may be used to benefit officers and directors by way of indemnification, but only if such indemnification is autho­rized by Article VII of these bylaws.

Section 4 - Political Campaigns:  This organization will not support or oppose any candidates for public office in any political campaign.

ARTICLE X

Dissolution

Section 1-Distribution of assets on dissolution or final liquidation

Upon the dissolution of this 501(c) (3), assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose. 

Upon the dissolution of this organization, assets shall be distributed in the following order as long as they qualify as a 501(c) (3) organization:

1)    1 Heritage Shooting, Inc a 501(c) (3) organization. Heritage Shooting, Inc.  P.O. Box 528  Oconomowoc WI 53066

2)    The National Rifle Association a 501(c) (3) organization.  National Rifle Association of America, 11250 Waples Mill Road, Fairfax, VA 22030

3)    The Federal Government.  Treasurer of the United States.

 

 

ARTICLE XI

AMENDMENTS

Section 1 - Amendments

These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire board of directors.

These bylaws were adopted by the unanimous consent of the board of directors on September 1, 2007.