CENTRAL WYOMING CHAPTER SAFARI CLUB INTERNATIONAL AMENDED BYLAWS

CENTRAL WYOMING CHAPTER SAFARI CLUB INTERNATIONAL AMENDED BYLAWS Amendment to Article VI, Section 1 Proposed and Accepted this 3 rd day of January, 2008: I. NAME AND ORGANIZATION The name of this organization shall be: Central Wyoming Chapter, Safari Club International. II. CHAPTER OFFICES The principal office of this organization shall be the home or office of the President of the Central Wyoming Chapter, Safari Club International. III. PURPOSES The purpose of this organization shall be: 1. To recognize the goals of Safari Club International. 2. To collect, organize, and distribute educational information and data regarding the wild animals of the world. 3. To promote, establish, and conduct scientific and biological studies regarding the wild animals of the world, to learn more of their genealogy, habitat, and environmental requirements. These studies will be conducted in an effort to provide a sound basis and scientific evaluation of management of our wild animals. 4. To support legislative work which fosters and promotes these purposes. 5. To preserve and protect hunters rights. 6. To educate and inform the public concerning hunting. 7. To promote safe hunting. 8. To host at least one major fund-raising event per year to support conservation and hunter education projects. 9. To promote the goals and objectives of Safari Club International (SCI) including the following: A. The Chapter will conduct at least one fund-raiser per year and will contribute thirty percent (30%) of the net proceeds thereof to SCI. Should a fund-raising event not be conducted during any given year, $2,000 shall be contributed to the general fund of SCI. Amended 01/03/2008 1

B. The Chapter shall submit to the SCI Regional Representative a written report on Chapter activities prior to each board meeting held by SCI Headquarters. C. The Chapter will hold membership meetings at least quarterly. D. The Chapter will have at least twenty-five (25) members at all times. 10. To engage in such other activities as may be appropriate in conjunction with the foregoing. IV. MEMBERS AND THEIR VOTING AND OTHER RIGHTS 1. Membership: To be eligible as a regular, voting member of the Central Wyoming Chapter, an individual must pay annual Chapter dues, be of good moral character, shall have demonstrated an active interest in hunting and conservation, and must be a member in good standing of Safari Club International. 2. Size of Membership: The number of members shall be unlimited. 3. Good Standing: A member is in good standing who is current in the payment of dues, fees and assessment as assessed by the Board of Directors and as required to be paid by such member, and has abided by the other qualifications for membership. 4. Applications for Membership: All applicants must meet the eligibility requirements of Safari Club International. 5. Voting Rights: Each regular member in good standing shall be entitled to cast one (1) vote on every issue submitted to a vote of the membership. 6. Restrictions on Voting Rights: Voting by proxy and/or accumulative voting shall not be permitted. 7. Dues: Dues for regular membership shall be as recommended by the Board of Directors and shall become effective when ratified by the Board of Directors. Failure of a member to comply with any such recommendation within six (6) months after notification shall be grounds for the revocation of membership. 8. Delinquent Dues: Annual dues will be assessed on an annual basis and will become delinquent when sixty (60) days past due. The Chapter Officers or Safari Club International will handle the billings for collection of dues for the Central Wyoming Chapter. 9. Termination for Cause: A member who makes false statements on his membership application or whose conduct is deemed unethical or detrimental to the principles of this Chapter and/or Safari Club International, including violation of the SCI Code of Hunting Ethics, may be dropped from membership. Prior to taking such action by the Board of Directors, such members shall be cited in writing and given all opportunity to be heard on the charges alleged before the Board of Directors or a committee appointed by the Board. If a committee is appointed to hear the matter, such committee shall report to the Board of Directors, who by majority act shall remove the member from the rolls or dismiss the charges as appropriate. Amended 01/03/2008 2

10. Resignations and Reinstatements: Any member may resign by filing his written resignations with the Secretary. Dues paid by the member in advance shall not be refunded or pro-rated. Reinstatement of a regular member shall be made in the same way that an applicant for new membership may be accepted. V. MEETING OF MEMBERS 1. Meetings: Meetings of the members shall be held at least quarterly (four times per year) at a date, time, and place to be determined by the President or his successor. 2. Special Meetings: the President or twenty-five (25) percent of the Board of Directors may call special meetings of the members at any date and place. A. Notice of Special Meetings: Written notice, including a call of a special meetings shall state the date, time, place, and purpose of the meeting thereof and shall be delivered personally or by mail, fax, or e-mail to each regular member at least ten (10) days prior to the date of the meeting. The Secretary, at the direction of the President or Board of Directors, shall send such notice. Mailed notices required or permitted by these Bylaws shall be deemed delivered the day after they are deposited in the United States mail, addressed to the member at his address appearing on the Chapter s membership records, with postage thereon fully paid. 3. Quorum: A quorum at any meeting of the regular membership shall consist of fifteen (15) percent of such voting members. In the absence of a quorum, members present may adjourn the meeting to a later date, time, and place. 4. Voting: A majority of the votes cast at a meeting where a quorum is present shall be required to determine the question presented unless a greater percentage of votes on a particular questions is required by these Bylaws. VI. BOARD OF DIRECTORS 1. Board of Directors: The property, affairs, and business of the Chapter shall be managed by a Board of Directors. The board shall consist of the elected officers of the Central Wyoming Chapter, the immediate past President, and a minimum of three (3) Directors elected from the general membership and shall serve for a two year period concurrent with the elected officers of the Chapter. 2. Qualifications of Directors: A Director shall be eligible for election if he shall have attained the age of twenty-one (21) years of age and shall be a regular member of the Chapter in good standing. 3. Elections and Terms of Directors: At the first membership meeting after January 1 st, the membership shall elect Directors. Each Director shall take office at the next Board of Directors meeting following said election and shall hold office according to Article VI, Section 1. 4. Vacancies: Vacancies occurring on the Board of Directors or Officers for any reason may be filled by a vote of the majority of the Directors then in office, if a quorum is present. A Director or Officer so elected to fill a vacancy shall hold office for the unexpired term of his predecessor. Amended 01/03/2008 3

5. Quorum of Directors: A simple majority of the Directors then in office shall constitute a quorum for the transaction of business. At any meeting, a majority of those present may adjourn the meeting without notice from time to time until a quorum shall have been obtained. This may include up to two proxy votes. 6. Action by Directors: The vote of the majority of the Directors with a quorum present shall be the act of the Board unless a greater percentage of votes on any question is required by these Bylaws. 7. Meetings of the Board: Regular meetings of the Board of Directors may be held on any date and such time and place as may be fixed by the Board. There shall be a minimum of four annual Board meetings. A Board member shall participate in 75% of these meetings by physical attendance or by proxy. Special meetings shall be held upon the call of the President or upon the request of at least fifty (50) percent of the Board of Directors. 8. Notice of Meetings : Regular meetings of the Board of Directors may be held without notice if the date, time, and place of such meetings are fixed by the Board. Special meetings of the Board shall be held upon notice to the Directors. Such notice shall state the place, date, time, and purpose of the meeting and indicate that it is being issued by or at the direction of the person or persons calling the meeting. The notice shall be given at least four (4) days in advance of the date set for the meeting by telephone, fax, e-mail, or regular mail. This notice may be waived if at least two-thirds (2/3) of the Board of Directors agree to such waiver of notice. 9. Business Conducted by Mail: In the event that it shall be necessary for the Board of Directors to carry out the Chapter s business and it is impractical for the Board to meet, the President may cause the Secretary to poll all Directors by mail, personal contact, telephone, or e-mail on any specific matter or matters being placed before the Board. Any matter may be passed by the affirmative vote of a simple majority of all elected Directors then serving. If the vote shall have been made in writing, the Secretary shall record the specific matter or matters being placed before the Board and attach thereto the ballots received. If the vote shall have been taken verbally, the Secretary, in the minutes, shall record a written memorandum of the vote, including the names and votes of those Directors voting, in the minutes of the Board, and shall, as soon as practical, obtain from each Director a written confirmation of such memorandum. PROXY: Voting by proxy shall be limited as follows: 1. Any director may give his proxy to another Director in writing or by notifying an officer. 2. No person shall be permitted more than two (2) votes. 3. No proxy or accumulative voting will be allowed involving the amendment or appeal of the Bylaws. 10. Minutes: The minutes of the last preceding meeting of the Board of Directors shall be read at each succeeding meeting where a quorum is present unless dispensed with by a majority vote of the Board of Directors. 11. Treasurer s Report: At each regular meeting of the Board of Directors, the treasurer shall make a written report of receipts, expenditures, and give the financial condition of the Chapter. Amended 01/03/2008 4

12. Executive Committee and Other Committees: A. Executive Committee: The Executive Committee shall consist of the four elected officials of the Central Wyoming Chapter. The Executive Committee shall have all of the authority of the Board of Directors, providing that they unanimously agree, except for the following: 1. Submit members to any action that requires members authorization. 2. The filling of vacancies on the Board of Directors. 3. The amendment or repeal of Bylaws or the adoption of new Bylaws. 4. The amendment or repeal of any resolution of the full Board. The Board of Directors may from time to time designate one (1) or more alternate members of such committee. The committee shall serve at the pleasure of the Board. B. Nominating Committee: There shall be a Nominating Committee which shall include the President and Vice-President with a minimum of three (3) additional committee members. The remaining members of the Executive Committee may serve on the Nominating Committee as deemed appropriate. C. Audit Committee: There may be an Audit Committee whose purpose shall be to provide reasonable assurance that the Chapter s assets are safeguarded and the finances properly managed. The Committee shall consist of al least three (3) members with one (1) member appointed by the President, one (1) member recommended by the immediate past president, and one (1) member either elected or appointed by the Board of Directors. The Audit Committee shall report its findings to the Board of Directors. D. Ethics Committee; There may be an Ethics Committee appointed by the President whose purpose shall be to advise the Board of Directors of any actions they deem appropriate to the integrity of the Chapter. In the event that a committee be appointed to review ethics charges against any chapter member, the member charged will be given a fair opportunity to be heard by the committee prior to action on his membership status. E. Sables Committee: There may be a Sables Committee whose members shall be any chapter member in good standing or the spouses of such members. F. Other Committees: The President shall establish such other committees as deemed advisable and shall appoint the chairman thereof. A committee chairman shall approve members of his committee. Committees shall be advisory to the Board of Directors. 13. Removal of Directors: The Board of Directors shall have the power at any time by twothirds (2/3) vote of the entire Board of Directors to remove any director, either with or without cause. 14. Compensation: Directors shall not receive any compensation for their services as such. Nothing herein shall be construed to prevent any director from serving the Chapter in any other capacity. 15. Conflicts of Interest: No Director shall hold a similar office with any other club, organization or corporation with like objectives and ideals similar to those of this Chapter without the approval of the Board of Directors. Amended 01/03/2008 5

VII. OFFICERS 1. Names of Officers: The officers of the Chapter shall be the President, Vice-President, Secretary, and Treasurer. In addition, the Board of Directors may elect such other officers or assistant officers, as may be deemed necessary or appropriate. 2. Limitations of Powers; Any officer may receive reimbursement of reasonable expenses, as shall be authorized by the Board of Directors. 3. Qualifications: To be eligible to hold an office, a prospective officer must be a regular member in good standing of the Chapter. 4. Election and Term of Office: At the first Board of Directors meeting after January 1 st of even-numbered years, a slate of officers shall be nominated by the nominating committee. At such board meeting, nominations may be made from the floor for any officer s position. Officers shall be elected for a term of two (2) years. Officers may be elected for successive terms, or positions previously held. 5. Removal: The Board of Directors shall have the power, at any time, by two-thirds (2/3) vote of the entire Board to remove any officer either for or without cause. 6. Duties and Powers of Officers: President: The President shall be the Chief Executive Officer of the Chapter and subject to the authority of the Board of Directors, and shall have general supervision and control of Chapter affairs. The President shall be Chairman of the Board and a member of the Executive Committee, if applicable. He shall: A. Preside at all meetings of the members and the Board of Directors of the Chapter. B. May sign such documents with another proper Officer of the Chapter as may be authorized by the Board of Directors. C. Create committees and appoint chairmen of said committees. D. Perform all duties incidental to the office of President. Vice-President: The Vice-President shall be the Chief Operating Officer of the chapter and subject to the authority of the Board of Directors. The Vice-President shall carry out the duties as are assigned to him by the Board and/or President: A. In the absence of the President, or in the event of his inability or refusal to act, the President s duties shall be performed by the Vice-President. B. May sign such documents with another proper officer of the Chapter as may be authorized by the Board of Directors. C. Shall confer with the President on creation of committees and appointing chairmen. D. Perform all duties incident to the office of the Vice-President and other duties assigned by the Board of Directors and the President. Treasurer: The Treasurer shall be responsible for all funds and securities of the Chapter from all sources as the Board of Directors shall designate: A. The Treasurer, with approval of the Board, may designate such person or persons necessary to assist him as his agent in carrying out the duties of his office. Amended 01/03/2008 6

B. Review all records of Chapter income and expenditures. C. Make a report to the members of the financial condition of the Chapter. D. Prepare recommended annual budget for review and approval by the Board of Directors. E. Performs such other duties as may be assigned by the President and/or Board of Directors. Secretary: The Secretary shall: A. Keep the minutes of the meetings of the members and the Board of Directors in a book provided for this purpose. B. See that all notices of the meetings of the members and Directors are given in accordance with the provisions of these Bylaws or as required by law. C. Keep a register of the mailing address for each member of the Chapter. D. Prepare agendas for all meetings of the membership and directors at the direction of the President and/or Executive Committee. E. Perform such other duties as the Board of Directors or President may specify. F. Be the custodian of the Chapter records. VIII. CONTRACTS AND INSTRUMENTS 1. Authority to Execute: No person shall have any authority to expend money or bind the Chapter by any contract or instrument unless authorized by these Bylaws or by the Board of Directors to do so. 2. Authorization: The Board of Directors may authorize any officer or agent of the Chapter to execute and deliver any contract, note or other instrument in the name of the Chapter and such other authority may be general or confined to specific instances. IX. EXPENDITUIRES It shall be deemed that the Board of Directors, by a simple majority vote, has the authority to approve expenditures for the normal functions of the Chapter up to the sum of $5,000. For all expenditures over $5,000, approval must be obtained from a quorum of two-thirds (2/3) of the Board of Directors unless specified for the fund-raiser. Out-of-state project expenditures shall not exceed ten (10) percent of net yearly revenues. For all proposed expenditures exceeding ten (10) percent, approval must be obtained by a two-thirds (2/3) vote of the Board of Directors. X. FISCAL YEAR The fiscal year of this Chapter shall commence on January 1 st and end on December 31 st of each calendar year. XI. RULES OF ORDER Except as otherwise specifically provided in these Bylaws, all meetings of the members, Board of Directors, and committees shall be governed by Robert s Rules of Order, revised edition, insofar as they are appropriate. Amended 01/03/2008 7

XII. PROPERTY RIGHTS No member, Director, or Officer shall have any right, title, or interest in any of the assets or property of this Chapter except the right to make use thereof as a member in accordance with the rules and regulations adopted by the Board of Directors. XIII. DISSOLUTION OF THE ORGANIZATION Upon liquidation, dissolution, winding up, or abandonment of this organization, all of the property and assets of this organization shall be transferred or conveyed by way of gift to one or more domestic or foreign organizations, foundations, associations, or societies exempt from federal or state income or property taxation and engaged in activities substantially similar to those executed in accordance with the laws of the State, Country of the United States relating to the liquidation, dissolution, winding up, or abandonment of non-profit organizations. In no event shall any properties or assets of this organization be conveyed or transferred to any member, upon liquidation, dissolution, winding up, or abandonment of this organization, except for full consideration. XIV. INTERPRETATION OF CONTRACT The pronouns and relative words used herein are written in the masculine and singular; however, membership shall include persons of the feminine sex, and such words shall be read as if written to include members of the feminine sex. XV. AMENDMENTS BY THE BOARD OF DIRECTORS AND MEMBERS 1. Amendments by the Board of Directors: A. These Bylaws may be amended at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of two-thirds (2/3) of the Directors present and voting, provided the proposed amendment has been submitted in writing at the previous meeting of said Board, or has been sent by mail to very member of the Board not less than thirty (30) days prior to the meeting of the Board at which the proposed amendment is to be considered. To qualify for consideration under this section, the proposed amendment must be signed by at least two (2) Directors or, alternatively, by thirty (30) percent of the Chapter members who are entitled to vote. B. Any changes to the Bylaws of the Chapter adopted by the Board of Directors shall be published in the following issue of the official newsletter or public ation of the Chapter. 2. Amendments by the Members at a Meeting of the Membership: A. These Bylaws may be amended at any duly authorized and officially called meeting of the members by an affirmative vote of two-thirds (2/3) of the members present who are entitled to vote. B. Such proposals for changes to the Bylaws to be voted upon by the membership may be recommended by a majority of the Directors at any meetings of the Board at which a quorum is present, or, alternatively, must be signed by thirty (30) percent of the members of the chapter who are entitled to vote. Amended 01/03/2008 8

C. Proposals for any such changes to the Bylaws at a meeting of the membership must be printed in the official publication or journal of the Chapter not less that thirty (30) days or more than ninety (90) days before the meeting of the members at which the proposed amendment is to be considered. D. Notwithstanding prior notice by mail or by publication of specific amendments proposed for changes to the Bylaws, germane amendments to such proposals made from the floor shall be in order. E. Any changes to the Bylaws of the Chapter adopted by the members pursuant to this section shall be published in the following issues of the official newsletter or publication of the Chapter. Amended 01/03/2008 9