firehog
02-03-2005, 11:21 AM
To the future members of the ADHA here is the by-laws in which our organization will be governed by. We will start the election process as stated in these by-laws next year in August.
BY-LAWS OF ARKANSAS DEER HUNTERS ALLIANCE
“ADHA”
ARTICLE I: OFFICES
1. Principal Office. The principal office of the Corporation shall be located at Jonesboro
2. Other Offices. The Corporation may also have offices at such places within the State of Arkansas, as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II: CORPORATE SEAL
The corporate seal shall set forth the name of the Corporation and shall have inscribed thereon the words: Arkansas Deer Hunters Alliance. Such seal may be printed, stamped and pressed upon or affixed to any contract, conveyance or other instrument executed by the Corporation.
ARTICLE III: DIRECTORS AND MEETINGS
1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws prohibited.
2. Number, Tenure and Qualification. The Board of Directors shall consist of Eight (8) directors, all of whom shall be residents of Arkansas. The State shall be divided up into six (6) Regions as provided for by the map attached hereto and incorporated herein by reference, word for word, as Exhibit “A”. Each Region shall select one member of the Board to serve as a representative of that region. The other two positions shall be filled by the elected President and Vice-President. Directors shall serve a term of three years and may be re-elected. The original Board of Directors shall draw for terms with two serving for one year, two for two years and two for three years. Directors shall be elected by majority vote of the qualified members of the region for which they will serve. Directors shall hold office from the date of their election until their respective successor shall have been elected and qualified.
3. Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice to the President. Additionally, any director may be removed, for cause, only at any regular or special meeting of the Board of Directors of the ADHA by the affirmative vote of the majority of such Board, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting, which notice shall be given to all members of the Board of Directors of the ADHA, all directors of the ADHA, and specifically to the director proposed to be so removed. If any vacancies occur in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any director or by reason of an increase in the number of directors, the vacancy or vacancies shall be filled by a majority vote of the Board of Directors from qualified nominees from the Region which has a vacancy.
4. *Place of Meetings*. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Arkansas, as shall be decided by said directors.
5. *Annual and Regular Meetings*. An annual meeting of the Board of Directors shall be held the 1st Saturday of August of each year in Little Rock or at some other place either within or without the State of Arkansas as the Board of Directors may provide by resolution. Regular meetings may be established at such times and places as the Board of Directors may select. Notice of all meetings shall be given in accordance with the provisions of Section 7 of this Article.
6. *Special Meetings*. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Arkansas, as the place for holding any special meeting of the Board of Directors called by them including but not limited to telephonic or video conference meetings.
7. *Notice*. Notice of any meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Oral notice may be substituted for written notice if given not later than one (1) day before the meeting. Any director may waive notice of any meeting either before or after the holding of the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or the waiver of notice of such meeting.
8. Quorum. At all meetings of the Board of Directors the presence of a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
9. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, but shall be paid no director's fees or other compensation.
10. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation within two days after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
11. Action without a meeting. Any action witch may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote of the Directors, which writing or writings shall be filed with or entered upon the records of the Foundation.
12. Voting Rights of Directors. Each Director, including the President and Vice President of the Corporation, shall be entitled to one vote upon any matter properly submitted to the Board for their vote.
ARTICLE IV: OFFICERS
1. Officers. The officers of the Corporation shall be elected by qualified member of ADHA in good standing at the annual meeing on the 1st Saturday of August of each year. The Officers of the Corporation shall consist of President, Vice President, a Secretary and a Treasurer. The offices of the Secretary and Treasurer may be combined at the discretion of the Board of Directors. All of such officers shall hold office until their successors are elected and qualify.
2. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.
3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby , but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
4. President. The president shall be the principal executive officer of the Corporation, and subject to the control by the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed and executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
5. Vice President. At the request of the President, or in his absence or disability, the Vice President shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President may also sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to some other officer or agent of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the President.
6. Secretary. It shall be the duty of the Secretary to attend all meetings of the Board of Directors and record correctly the proceedings had at such meetings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest with his/her signature and the seal of the Corporation all deeds, conveyances and other instruments requiring the seal of the Corporation. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him/her.
7. Treasurer. The Treasurer shall keep such moneys of the Corporation as may be entrusted to his/her keeping and account for the same. He/She shall be prepared at all times to give information as to the condition of the Corporation and shall make a detailed annual report of the entire business and financial condition of the Corporation. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him/her. The Treasurer shall have full authority to receive and give receipts for all money due and payable to the ADHA, to endorse checks, drafts, and the same. The treasurer will ensure that a accounting system is maintained in such a manner as to give a true and accurate accounting of the transactions of the organization. The Treasurer shall deposit all funds of the ADHA, except such as may be required for current use, in such banks or other places of deposit as the Board may from time to time designate, and, in general, shall perform all duties incident to the office of treasurer and such other duties as may from time to time be assigned to him by the Board. The treasurer will be able to write checks for the amount of $250.00 dollars. Over the $250.00 amount, a vote from the board of directors must take place, and be documented. On the fundraising events, the state officers must approve all fundraisers by a two thirds vote. Once approved a estimate of expenditures must take place, to put on the fundraiser. Once that takes place, the treasurer or directors must adhere to the estimates within reason. The state officers should also pre-approve the spending for the fundraiser.
8. Regional Directors. Each of the six regions will have a director and asst. director. They will be elected by the regions members. The region members shall vote with majority vote, individuals into office. A region can elect more than one assistant director but not more than three, due to size of region, and membership. The region directors of the ADHA shall be elected by the regions membership of the ADHA at its election meeting in August. Individuals shall be nominated and voted on by the membership within its region with a majority vote. Each directors position will be a three year term. Voting can be done at meetings or by electronic mail. Directors of regions can appoint committees within its region to conduct surveys, data etc. Region directors will be in charge of taking votes for state elections, and issues that may need voting determine by state officers.
9. Delegation of Authority. In the case of any absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board of Directors may delegate some or all of the powers or duties of such officer to any other officer or to any director, or agent for whatever period of time seems desirable, providing that a majority of the entire Board concurs herein.
ARTICLE V: CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instance.
2. Loans. No loans shall be contracted on behalf of the Corporation and evidence of indebtedness shall be issued in its name unless authorized by general or specific resolution of the Board of Directors
3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select.
ARTICLE VI: GENERAL PROVISIONS
1. Fiscal Year. The fiscal year of the Corporation shall be July 1 to June 30.
2. Indemnification. The Corporation shall indemnify any director, officer, or employee, or former director, officer or employee of the Corporation, or any person who may have served at its request as a director, officer, or agent, against expenses and costs (including attorneys' fees) actually and necessarily incurred by him, and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a director, officer, or agent (whether or not a director, officer of employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation may also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee of the directors not involved in the matter in controversy, whether or not a quorum, that it was to the interests of the Corporation that such settlement be made and that such director, officer or employee was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law or under any By-Law, agreement or otherwise.
3. Members. The Board may, by resolution adopted by a majority of the whole Board, establish categories of membership, such as Regular, Contributing Sponsor, Life, Charter and Honorary, and may establish annual dues to be paid by such member. Charter member fees, will be $100.00 dollars, in which this is a one time fee, and will be considered a lifetime member, with all voting rights. Regular member fees will be $10.00 dollars annually. Life time membership fees will be $150.00 dollars. Corporate or business sponsorship shall be purchased at $200.
Good Standing. All ADHA members should conduct themselves in a respectable and responsible manner.
Members shall follow these bylaws, articles of incorporation, and game laws.
Members should set the example while afield, for all hunters to follow. They should respect the rights of other hunters. They should promote sound environmental education programs, and sound conservation and regulatory rules.
Discipline may be imposed on any member for the following reason:
1. any provision of the bylaws.
2. any policy of the organization
3. misrepresentation of the organization’s position, on any public matter.
4. unauthorized use of the organization’s logo or name.
ARTICLE VII: COMMITTEES
1. Executive Committee. General Powers and Membership. The state officers may, by resolution adopted by a majority of the whole Board, elect an Executive Committee consisting of a minimum of two directors plus three members, one of whom shall be the Chairman. The Executive Committee shall serve in the capacity of the Board for business needs of the organization which require emergency or immediate action. Any action taken shall be subject to approval and ratification by the state officers. The Executive Committee shall not have the power to fill vacancies on the Board, appoint or remove a member of the Executive Committee, remove an officer appointed by the Board, or the power to amend or repeal these By-Laws.
2. Other Committees. General Powers and Membership. The state officers may, by resolution adopted by the majority of the whole Board, elect Committees on lobbying, research, biological data and other matters. Each Committee shall have and exercise such powers as the state officers shall confer. Any member may serve on any committee.
3. Committee Reports. All actions by the Executive Committee or any other Committee shall be reported to the state officers at its meeting next succeeding such action.
4. Removal. Any member of any committee may be removed from such Committee, either with or without cause, at any time, by resolution adopted by a majority of the state officers board, at any meeting of the board called for that purpose.
5. Vacancies. Any vacancy in any Committee shall be filled by the state officers board in the manner prescribed by these By-laws for the original appointment of the member of such committee
ARTICLE VII: AMENDMENTS
These By-Laws and the Articles of Incorporation of the Corporation may be altered, amended or repealed or new By-Laws or Articles may be adopted at any meeting of the Board of Directors by the affirmative vote of a majority of the entire Board of Directors, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting.
Adopted by the Board of Directors, this ______ day of ___________________, 2004.
ATTEST:
Secretary---Darrel Speakes
President--Lee Lane
BY-LAWS OF ARKANSAS DEER HUNTERS ALLIANCE
“ADHA”
ARTICLE I: OFFICES
1. Principal Office. The principal office of the Corporation shall be located at Jonesboro
2. Other Offices. The Corporation may also have offices at such places within the State of Arkansas, as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II: CORPORATE SEAL
The corporate seal shall set forth the name of the Corporation and shall have inscribed thereon the words: Arkansas Deer Hunters Alliance. Such seal may be printed, stamped and pressed upon or affixed to any contract, conveyance or other instrument executed by the Corporation.
ARTICLE III: DIRECTORS AND MEETINGS
1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-Laws prohibited.
2. Number, Tenure and Qualification. The Board of Directors shall consist of Eight (8) directors, all of whom shall be residents of Arkansas. The State shall be divided up into six (6) Regions as provided for by the map attached hereto and incorporated herein by reference, word for word, as Exhibit “A”. Each Region shall select one member of the Board to serve as a representative of that region. The other two positions shall be filled by the elected President and Vice-President. Directors shall serve a term of three years and may be re-elected. The original Board of Directors shall draw for terms with two serving for one year, two for two years and two for three years. Directors shall be elected by majority vote of the qualified members of the region for which they will serve. Directors shall hold office from the date of their election until their respective successor shall have been elected and qualified.
3. Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice to the President. Additionally, any director may be removed, for cause, only at any regular or special meeting of the Board of Directors of the ADHA by the affirmative vote of the majority of such Board, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting, which notice shall be given to all members of the Board of Directors of the ADHA, all directors of the ADHA, and specifically to the director proposed to be so removed. If any vacancies occur in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any director or by reason of an increase in the number of directors, the vacancy or vacancies shall be filled by a majority vote of the Board of Directors from qualified nominees from the Region which has a vacancy.
4. *Place of Meetings*. The directors of the Corporation may hold their meetings, both regular and special, either within or without the State of Arkansas, as shall be decided by said directors.
5. *Annual and Regular Meetings*. An annual meeting of the Board of Directors shall be held the 1st Saturday of August of each year in Little Rock or at some other place either within or without the State of Arkansas as the Board of Directors may provide by resolution. Regular meetings may be established at such times and places as the Board of Directors may select. Notice of all meetings shall be given in accordance with the provisions of Section 7 of this Article.
6. *Special Meetings*. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Arkansas, as the place for holding any special meeting of the Board of Directors called by them including but not limited to telephonic or video conference meetings.
7. *Notice*. Notice of any meeting shall be given at least two (2) days prior thereto by written notice delivered personally or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Oral notice may be substituted for written notice if given not later than one (1) day before the meeting. Any director may waive notice of any meeting either before or after the holding of the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or the waiver of notice of such meeting.
8. Quorum. At all meetings of the Board of Directors the presence of a majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
9. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, but shall be paid no director's fees or other compensation.
10. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation within two days after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
11. Action without a meeting. Any action witch may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote of the Directors, which writing or writings shall be filed with or entered upon the records of the Foundation.
12. Voting Rights of Directors. Each Director, including the President and Vice President of the Corporation, shall be entitled to one vote upon any matter properly submitted to the Board for their vote.
ARTICLE IV: OFFICERS
1. Officers. The officers of the Corporation shall be elected by qualified member of ADHA in good standing at the annual meeing on the 1st Saturday of August of each year. The Officers of the Corporation shall consist of President, Vice President, a Secretary and a Treasurer. The offices of the Secretary and Treasurer may be combined at the discretion of the Board of Directors. All of such officers shall hold office until their successors are elected and qualify.
2. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.
3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby , but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
4. President. The president shall be the principal executive officer of the Corporation, and subject to the control by the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall preside at all meetings of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed and executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
5. Vice President. At the request of the President, or in his absence or disability, the Vice President shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President may also sign and execute in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to some other officer or agent of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the Board of Directors or the President.
6. Secretary. It shall be the duty of the Secretary to attend all meetings of the Board of Directors and record correctly the proceedings had at such meetings in a book suitable for that purpose. It shall also be the duty of the Secretary to attest with his/her signature and the seal of the Corporation all deeds, conveyances and other instruments requiring the seal of the Corporation. The person holding the office of Secretary shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him/her.
7. Treasurer. The Treasurer shall keep such moneys of the Corporation as may be entrusted to his/her keeping and account for the same. He/She shall be prepared at all times to give information as to the condition of the Corporation and shall make a detailed annual report of the entire business and financial condition of the Corporation. The person holding the office of Treasurer shall also perform, under the direction and subject to the control of the Board of Directors, such other duties as may be assigned to him/her. The Treasurer shall have full authority to receive and give receipts for all money due and payable to the ADHA, to endorse checks, drafts, and the same. The treasurer will ensure that a accounting system is maintained in such a manner as to give a true and accurate accounting of the transactions of the organization. The Treasurer shall deposit all funds of the ADHA, except such as may be required for current use, in such banks or other places of deposit as the Board may from time to time designate, and, in general, shall perform all duties incident to the office of treasurer and such other duties as may from time to time be assigned to him by the Board. The treasurer will be able to write checks for the amount of $250.00 dollars. Over the $250.00 amount, a vote from the board of directors must take place, and be documented. On the fundraising events, the state officers must approve all fundraisers by a two thirds vote. Once approved a estimate of expenditures must take place, to put on the fundraiser. Once that takes place, the treasurer or directors must adhere to the estimates within reason. The state officers should also pre-approve the spending for the fundraiser.
8. Regional Directors. Each of the six regions will have a director and asst. director. They will be elected by the regions members. The region members shall vote with majority vote, individuals into office. A region can elect more than one assistant director but not more than three, due to size of region, and membership. The region directors of the ADHA shall be elected by the regions membership of the ADHA at its election meeting in August. Individuals shall be nominated and voted on by the membership within its region with a majority vote. Each directors position will be a three year term. Voting can be done at meetings or by electronic mail. Directors of regions can appoint committees within its region to conduct surveys, data etc. Region directors will be in charge of taking votes for state elections, and issues that may need voting determine by state officers.
9. Delegation of Authority. In the case of any absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board of Directors may delegate some or all of the powers or duties of such officer to any other officer or to any director, or agent for whatever period of time seems desirable, providing that a majority of the entire Board concurs herein.
ARTICLE V: CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instance.
2. Loans. No loans shall be contracted on behalf of the Corporation and evidence of indebtedness shall be issued in its name unless authorized by general or specific resolution of the Board of Directors
3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors shall select.
ARTICLE VI: GENERAL PROVISIONS
1. Fiscal Year. The fiscal year of the Corporation shall be July 1 to June 30.
2. Indemnification. The Corporation shall indemnify any director, officer, or employee, or former director, officer or employee of the Corporation, or any person who may have served at its request as a director, officer, or agent, against expenses and costs (including attorneys' fees) actually and necessarily incurred by him, and any amount paid in satisfaction of judgments in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a director, officer, or agent (whether or not a director, officer of employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. The Corporation may also reimburse to any director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee of the directors not involved in the matter in controversy, whether or not a quorum, that it was to the interests of the Corporation that such settlement be made and that such director, officer or employee was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled by law or under any By-Law, agreement or otherwise.
3. Members. The Board may, by resolution adopted by a majority of the whole Board, establish categories of membership, such as Regular, Contributing Sponsor, Life, Charter and Honorary, and may establish annual dues to be paid by such member. Charter member fees, will be $100.00 dollars, in which this is a one time fee, and will be considered a lifetime member, with all voting rights. Regular member fees will be $10.00 dollars annually. Life time membership fees will be $150.00 dollars. Corporate or business sponsorship shall be purchased at $200.
Good Standing. All ADHA members should conduct themselves in a respectable and responsible manner.
Members shall follow these bylaws, articles of incorporation, and game laws.
Members should set the example while afield, for all hunters to follow. They should respect the rights of other hunters. They should promote sound environmental education programs, and sound conservation and regulatory rules.
Discipline may be imposed on any member for the following reason:
1. any provision of the bylaws.
2. any policy of the organization
3. misrepresentation of the organization’s position, on any public matter.
4. unauthorized use of the organization’s logo or name.
ARTICLE VII: COMMITTEES
1. Executive Committee. General Powers and Membership. The state officers may, by resolution adopted by a majority of the whole Board, elect an Executive Committee consisting of a minimum of two directors plus three members, one of whom shall be the Chairman. The Executive Committee shall serve in the capacity of the Board for business needs of the organization which require emergency or immediate action. Any action taken shall be subject to approval and ratification by the state officers. The Executive Committee shall not have the power to fill vacancies on the Board, appoint or remove a member of the Executive Committee, remove an officer appointed by the Board, or the power to amend or repeal these By-Laws.
2. Other Committees. General Powers and Membership. The state officers may, by resolution adopted by the majority of the whole Board, elect Committees on lobbying, research, biological data and other matters. Each Committee shall have and exercise such powers as the state officers shall confer. Any member may serve on any committee.
3. Committee Reports. All actions by the Executive Committee or any other Committee shall be reported to the state officers at its meeting next succeeding such action.
4. Removal. Any member of any committee may be removed from such Committee, either with or without cause, at any time, by resolution adopted by a majority of the state officers board, at any meeting of the board called for that purpose.
5. Vacancies. Any vacancy in any Committee shall be filled by the state officers board in the manner prescribed by these By-laws for the original appointment of the member of such committee
ARTICLE VII: AMENDMENTS
These By-Laws and the Articles of Incorporation of the Corporation may be altered, amended or repealed or new By-Laws or Articles may be adopted at any meeting of the Board of Directors by the affirmative vote of a majority of the entire Board of Directors, provided notice of the proposed alteration, amendment or repeal or adoption be contained in the notice of such meeting.
Adopted by the Board of Directors, this ______ day of ___________________, 2004.
ATTEST:
Secretary---Darrel Speakes
President--Lee Lane