KANSAS CITY CHAPTER
SAFARI CLUB INTERNATIONAL
BY-LAWS
A NOT FOR PROFIT CORPORATION
(REVISED 2004)
ARTICLE I
NAME
The name of this
organization shall be KANSAS CITY CHAPTER OF SAFARI CLUB INTERNATIONAL, INC.
ARTICLE II
CORPORATE OFFICES
The principal office
of this organization shall be in the greater Kansas City area, including
surrounding suburbs.
ARTICLE III
PURPOSES
The purpose of this organization shall be:
1.
To recognize the goals and objectives of Safari
Club International.
2.
To collect, organize, and distribute educational
information and data regarding the wild animals of the world.
3.
To provide charitable donations to other
organizations or individuals pursuing the same or similar goals as this
organization.
4.
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.
5.
To support legislative work which
fosters or promotes the above-stated purposes.
6.
To preserve and protect hunters’ rights.
7.
To educate and inform the public concerning sport
hunting.
8.
To promote safe sport hunting and good fellowship.
9.
To host at least one major fund raiser per year in
order to support the goals and objectives of the Kansas City Chapter of Safari
Club International, Inc.
10.
To send to Safari Club International 30% or $2,000
whichever is greater of the net of all money raised by the major fund raiser of
the Kansas City Chapter of Safari Club International.
ARTICLE IV
MEMBERS AND THEIR
VOTING AND OTHER RIGHTS
SECTION 1. MEMBERSHIP QUALIFICATIONS
AND CLASSES.
Members of the organization shall be of good moral character and shall have
demonstrated an active interest in both hunting and in wildlife
conservation. The organization will recognize the same classes of
membership as are recognized by Safari Club International; however, only the
following three (3) classes, who are members of the organization in good standing
and over the age of eighteen (18) years old, will be eligible to vote on
matters regarding the organization. The three classes of eligible voting
members shall be:
1.
REGULAR MEMBER:
2.
LIFE MEMBER:
3.
FAMILY MEMBER:
Only the Primary Member (Head of the Household) of the Family Membership shall
be eligible to vote.
SECTION 2. MEMBERSHIP LIMITATION. The number of members shall be
unlimited.
SECTION 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 required
to be paid by such member and has abided by other qualifications of membership.
SECTION 4. APPLICATIONS FOR MEMBERSHIP. All applications
for membership may be approved by the Board of Directors of the local chapter
where applicant has applied for membership.
SECTION 5. VOTING RIGHTS. Each eligible voting member in good standing shall be entitled to
cast one (1) vote on every matter submitted to a vote of the
members. Any eligible voting member who has attended at least fifty
(50) percent of the chapter meetings shall have the right to an absentee ballot
for the election of the Board of Directors.
SECTION 6. RESTRICTIONS ON VOTING RIGHTS. Voting by proxy, or cumulative voting shall not be permitted.
SECTION 7. CERTIFICATES. Certificates for all classes of membership, in such forms as a
Board of Directors may prescribe, may be issued to each new member, signed by
the President and Secretary.
SECTION 8. TRANSFER OF MEMBERSHIP. A member of another chapter may transfer to the Kansas City
Chapter of Safari Club International with the approval of the Board of
Directors of KCSCI. Dues paid in advance of the date fixed for the
payment of annual dues by any such member may be prorated on a monthly basis
between such chapters.
SECTION 9. INITIATION FEES AND DUES. Initiation fees, dues, and special assessments for regular and other
members shall be recommended by the Board of Directors and shall become
effective as to each member when ratified by the Board of Directors.
Failure of a member to comply with any recommendation within six (6) months
after notification shall be grounds for revocation of the membership of said
person. Fees, dues, and special assessments for all other classes of
voting and non-voting members shall be determined by the Board of Directors.
SECTION 10. DUES B WHEN DELINQUENT. Annual dues are assessed on an annual basis and become
delinquent when sixty (60) days past due. The billing for collection of
dues for Kansas City Chapter of Safari Club International may be handled by
Safari Club International.
SECTION 11. TERMINATION FOR CAUSE. A member who makes false statements on his membership application
or whose conduct is deemed detrimental to the principles of the Kansas City
Chapter of Safari Club International may be dropped from membership.
Prior to the Board of Directors taking such action, such member or members
shall be cited in writing and given an opportunity to be heard on the charges
alleged, before the Board of Directors or a committee appointed therefore 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 such
member from the membership rolls or dismiss the charges.
SECTION 12. RESIGNATIONS AND REINSTATEMENTS. Any member may
resign by filing with the Secretary his written resignation. Dues paid by
him in advance shall not be refunded or prorated. Such resignation shall
not relieve the resigning member of the obligation to pay dues, fees, or
special assessments which have accrued up to the date of such resignation and
which are unpaid.
Reinstatement of a former regular member shall be made in the same way
that an applicant for new membership may be accepted; however, such applicant
for reinstatement shall be required as a condition to his reinstatement to pay
all dues unpaid by him at the time of his prior resignation except that the
Board of Directors may waive the initiation
fee.
ARTICLE V
MEETINGS OF MEMBERS
SECTION 1. REGULAR MEETINGS. Regular meetings of the members shall be held each month at a
date, time, and place within the greater Kansas City area to be determined by
the President or President pro tem except as may be omitted by the Board of
Directors.
SECTION 2. ANNUAL MEMBERSHIP MEETING. The annual membership meeting shall be held in April at which
time the membership shall elect Directors at a demographically central
location.
SECTION 3. SPECIAL MEETINGS. Special meetings of the members at any date and place may be
called by the President or thirty-three percent (33%) of the Board of
Directors.
SECTION 4. NOTICE OF MEETINGS. Written or printed notice, including a call of a special meeting,
shall state the date, time, and place of the holding thereof and shall be
delivered personally or by mail to each regular member at least ten (10) days
prior to the date of the meeting. Such notice shall be sent by the
Secretary at the direction of the President or thirty-three percent (33%) of
the Board of Directors. Mailed notices required or permitted by these
By-Laws shall be deemed delivered two (2) days after they are deposited in the
United States mail, addressed to the member at his/her address appearing on the
Chapter=s records, with postage prepaid.
SECTION 5. QUORUM. A quorum at any meeting of regular members shall consist of
twenty-five (25) of such voting members. In the absence of a quorum at
such meeting, its members present may adjourn the meeting to a later date,
time, and place.
SECTION 6. VOTING. A majority of the votes cast at a meeting where a quorum is
present shall be required to determine any question presented at such
membership meeting unless a greater percentage of votes on a question is
required by these By-Laws.
ARTICLE VI
BOARD OF DIRECTORS
SECTION 1. BOARD OF DIRECTORS. The property, affairs, and business of the Chapter shall be
managed by a Board of Directors. The Board of Directors shall consist of
thirteen (13) Directors of which twelve (12) will be elected from the
membership for three (3) year staggered terms and four (4) of said Director
positions shall be voted on each year as the three (3) year term expires.
The Chairperson of the Sables, who is an eligible voting member of the
organization (KC-SCI) in good standing, will also be on the Board of Directors.
SECTION 2. QUALIFICATIONS OF DIRECTORS. A Director of the Chapter shall be eligible for election if he
shall have attained the age of twenty-five (25) years of age and shall be
a an eligible voting member of the organization for at least two years with the
exception of the Sables President. A candidate for Director of the Chapter
shall have attended at least thirty (30) percent of the Chapter meetings in the
year prior to the election in which he is seeking a position on the Board.
SECTION 3. ELECTION AND TERMS OF DIRECTORS. At the annual membership meeting, the membership shall elect
Directors. A notice shall be sent to the membership 30 days prior to the
election. Each Director elected at the Annual Members’ Meeting shall take
office on May 1 following said election and shall hold office as per Article VI
Section 1. Past presidents shall be limited to one (1) full term on the
Board of Directors after their term as President ends.
SECTION 4. VACANCIES. Vacancies occurring on the Board of Directors or Officers for any
reason may be filled by the member candidate who was not elected to the
position, but received the next highest vote
count in the last prior election. The Board must approve the filling of
such a vacancy by a 2/3rd majority vote. The Board may also elect to not
fill vacancies until the next general election. A Director or Officer so
elected to fill a vacancy shall hold office for the unexpired term of his
predecessor.
SECTION 5. QUORUM OF DIRECTORS. A 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.
SECTION 6. ACTION BY DIRECTORS. The vote of a majority of the
Directors with a quorum present at the time of the vote shall be the act of the
Board of Directors unless a greater percentage of votes on any question is required by these By-Laws.
SECTION 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 of Directors.
Special meetings shall be held upon the call of the President or upon the
request of four (4) Directors.
SECTION 8. MEETINGS OF THE BOARD. Meetings of the Board of Directors, regular or special, may be
held with or without notice if the dates, times, and places or such meetings
are fixed by the Board of Directors. Special meetings of the Board shall
be held upon notice to the Directors. Such notice shall indicate the
place, date, and time of the meeting and indicate that it has been issued by or
at the direction of the person or persons calling the meeting. The notice
shall be given at least ten (10) days in advance of the date set for the
meeting by telephone, fax, e-mail or mail. All prearranged meetings of the
Board will be published in the Newsletter.
Notice by mail, e-mail or fax shall be sent to the Director’s address as
it appears on the corporate records. If sent by fax, the notice shall be
deemed received on the day it is delivered. Notice of a meeting need not
be given to any Director who submits a signed waiver of notice, whether before
or after the meeting, or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice to him. The notice
shall specify the purpose of any special meeting of the Board of
Directors. A waiver of notice need not specify the purpose of any regular
or special meeting of the Board of Directors.
Board meetings are open to all members
of Safari Club International in good standing. Non-board members
attending board meetings will abide by “Robert’s Rules of Order Revised”
guidelines for open meetings. Non-board members have a right to attend
the meetings, listen to the discussion, and hear how the board members
vote. They also have a right to read the minutes of these meetings.
Discussion or comments from non-board members will be done under the direction
of the presiding officer.
SECTION 9. VOTING BY E-MAIL/FACSIMILE. Any matters to be taken up by the
Board, and any decision thereon may be taken up and resolved by means of Board
Member consents according to the following procedures:
Each Member of the Board shall provide
the President and Secretary [transmitting officer] her or his e-mail address
and/or facsimile telephone number. The Transmitting
Officer shall send to each Member of the Board at her/his address or number a
notice of the matter for Board consideration, in sufficient detail
that the matter and consequences to the Chapter are reasonably set forth.
The notice shall contain a statement requesting the Board Member’s vote to
approve or reject the matter proposed. Within seventy-two
(72) hours of such
transmission, the recipient Board Member shall send to the
Transmitting Officer her/his vote reply. The reply
shall be by means of the same method the proposal was transmitted [facsimile or
e-mail]. The absence of a reply shall be deemed to be an affirmative vote
to the matter proposed. The determination of the Board to the proposal
shall be noted in the minutes of the Meeting of the Board immediately following
the vote.
SECTION 10. MINUTES. The minutes of the last
preceding meeting of the Board of Directors shall be read at each meeting at
which a quorum is present unless dispensed with by a majority vote of such
Directors and made available to the membership upon written request.
SECTION 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 corporation and shall be made available to members upon
written request.
SECTION 12. COMMITTEES.
1.
NOMINATING
COMMITTEE. There shall be a Nominating Committee consisting of three (3)
members of which one (1) member elected by the membership and two (2) members
elected by the Board of Directors.
2.
AUDIT
COMMITTEE. There shall be an Audit Committee whose purpose shall be to
provide reasonable assurance that the corporation=s assets are safeguarded and the
finances are properly managed. The committee shall consist of at least
three (3) members: One (1) member appointed by the President, one (1) member elected
by the regular membership, and one (1) member elected or appointed annually by
the Board of Directors. The Audit Committee shall report its findings to
the Board of Directors and membership.
OTHER COMMITTEES. Committees shall be comprised of
chapter members or of the members of the Board of Directors. Past
presidents shall not serve as members of any committee unless deemed advisable
by the Chapter President. Past Presidents may serve as advisors to any
committee the committee chairman deems necessary.
The President shall establish such
other committees as the Board of Directors deem advisable and shall appoint the
Chairman thereof. A committee chairman shall approve members of his
committee. Such committees shall be advisory to the Board of Directors.
SECTION 13. REMOVAL OF DIRECTORS. The Board of Directors shall have the power at any time by two
thirds (2/3) vote of the entire Board of Directors to remove any Director,
either for cause or without cause. Any Director who misses three (3) meetings
in one calendar year is subject to being replaced by a vote of the Board and
must be a two thirds (2/3) vote.
SECTION 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 corporation in any other capacity and receiving compensation
thereof. Nothing herein shall preclude any Director from receiving, nor
the Chapter paying all reimbursements, out of pocket expenses or direct charges
reasonably incurred in the performance of the duties of, or directions to a
Director.
SECTION 15. CONFLICTS OF INTEREST. No Director may hold a similar office with any other club,
organization, or corporation, with objectives and ideals similar to those of this
corporation, without approval of the Board of Directors.
SECTION 16. INTERESTED DIRECTORS. No contract or other transaction between the Chapter and one (1)
or more of its Directors, or between the Chapter and any other corporation,
firm, association or other entity in which one (1) or more of its Directors are
Directors or Officers, or are financially interested, shall be either void or
voidable for this reason
alone or by reason alone that such Director or Directors present at the
meeting of the Board of Directors, or of a committee thereof, which approves
such contract or transaction, or that his or their votes are counted for such
purposes:
1.
If the fact of such
common directorship, officership, or financial
interest is disclosed or known to the Board of Directors or committee, and the
Board of Directors, or committee approved such contract or transaction by a
vote sufficient for such purpose without counting the vote or votes of such
interested Director or Directors, and;
2.
If the contract or
transaction is fair and reasonable as to the Chapter at the time it is approved
by the Board of Directors or the members.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which recommends approval of such contract or transaction.
SECTION 17. INSIDER RELATIONSHIPS. A potential for a conflict of interest exists where a
family member, personal friend, employee, proprietor, or partner, of a Safari
Club International member stands to personally benefit in any way from a
program sponsored by the organization. Board members are required to
promptly report such potential conflict to the Board. Board members
should also abstain from voting on a matter which involves a conflict which
could impair or appear to impair the directors' abilities to act in the
organization’s best interest.
ARTICLE VII
OFFICERS
SECTION 1. NAMES OF OFFICERS. The officers of the Chapter shall be President, Vice President,
Secretary, and Treasurer. In addition, the Board may elect such other
officers or assistant officers as it may determine.
SECTION 2. LIMITATIONS OF POWERS. No officer or board member may receive compensation for his
services as such officer or board member, but may receive reimbursement of
expenses, as shall be authorized by the Board of Directors.
SECTION 3. CONFLICT OF INTEREST. No officer may hold a similar office with any other club,
organization, or corporation with objectives and ideals similar to those of
this corporation without the approval of the Board of Directors.
SECTION 4. QUALIFICATIONS. To be eligible to hold an office, an officer must be a regular
member in good standing.
SECTION 5. ELECTION AND TERM OF OFFICE. At the first Board of Directors meeting after May 1 of each year,
a slate of officers for the next yearly term shall be nominated by the
Nominating Committee. At such board meeting, nominations may be made from
the floor for any officer’s position. Officers may be elected
for successive terms of positions previously held. No person may be
elected for more than two (2) successive terms in any one office. Each
term shall be for one (1) year.
SECTION 6. REMOVAL. The Board of Directors shall have the power, at any time by two thirds
(2/3) of the entire Board of Directors to remove any officer, either for cause
or without cause.
SECTION 7. DUTIES AND POWERS OF OFFICERS.
1.
PRESIDENT. The
President shall be the Chief Executive Officer of the Chapter, and subject to
the authority of the Board of Directors, shall have general supervision and
control of the Chapter’s affairs. The President shall be Chairman of the
Board of Directors. He shall:
- Preside
at all meetings of the members and the Board of Directors of the Chapter.
- May
sign such documents with another proper officer of the Board as may be
authorized by the Board.
- Appoint
chairman of committees and create committees relating to the operation of
the Kansas City Chapter of Safari Club International.
- Perform
all duties incident to the office of the presidency and other duties
assigned him by the Board.
- The
President shall have check signing privileges upon approval of the Board
of Directors.
- The
President shall not vote unless it is in the event of a tie.
2.
VICE PRESIDENT.
There shall be elected at the annual meeting at least one (1) Vice
President. A Vice President shall perform such duties as the President or
Board of Directors shall assign to him and shall be the Convention Chairman
unless the Board of Directors votes otherwise. In the absence of the
President, the Vice President shall assume the duties of the President as set
forth in VII.7.1.
3.
SECRETARY. The
Secretary shall:
1. Keep the minutes of the meeting of the
members and the Board of Directors in a book provided for this purpose.
2. See that all notices of the meeting of
the members and Directors are given in accordance with the provision of these
By-Laws or as required by law.
3. Keep a register of the addresses of
each member of the Chapter.
4. Conduct correspondence.
5. Prepare agendas for all the meetings of
members and Directors at the direction of the President and/or Board of
Directors.
6. Perform such other duties as the Board
of Directors and President may specify.
7. Be custodian of the corporate records
and the corporate seal.
8. Keep the accurate term of Board of
Directors.
4.
TREASURER.
The Treasurer shall:
1. File tax returns in a timely manner.
2. Be responsible for all funds and
securities of the Chapter from all sources and depositors as the Board of
Directors shall designate.
3. The Treasurer with the approval of the
Board of Directors may designate such person or persons necessary to assist him
as his agent in carrying out the duties of his office.
4. Review all records of corporate income
and expenditures.
5. Make a report to the members, upon
written request, of the financial condition of the Chapter.
6. In absence of the President and Vice
President, or in the event of their inability or refusal to act, then such
Presidential duties shall be performed by the Treasurer.
7. Perform such other duties as may be
assigned to him by the Board, President, and Board of Directors.
ARTICLE VIII
SEAL
The corporate seal shall be adopted by the Board of Directors.
ARTICLE IX
CONTRACTS AND
INSTRUMENTS
SECTION 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 By-Laws or by
the Board of Directors to do so.
SECTION 2. AUTHORIZATION. The Board of Directors may authorize an officer, officers, agent,
or agents of the Chapter to execute and deliver any contract, note, or other
instrument in the name of the corporation, and such
other authority may be general or confined to specific instances.
SECTION 3. CONTRACTING FOR DELEGATION OF DUTIES. Upon request by a Board Member, the Board shall have the
authority to contract with an individual or business entity to assist any
officer or committee in carrying out the duties of that officer or
committee. Such contracting of assistance shall in no way diminish,
remove, or relieve said officer’s or committee’s responsibility of foresaid duties and such contracted assisting agent
shall have no authority to represent, contract, or act on behalf of the Kansas
City Chapter of Safari Club International without the specific authorization of
the Board of Directors. When such authority is granted by the Board of
Directors, the duties and responsibilities of the contracted assisting agent
shall be specifically defined.
SECTION 4. PHYSICAL PROPERTY. All physical property shall be kept in one central location designated
by the Board of Directors. At the sole and absolute determination of the
Board, however, if the interests of the Chapter are best served, Chapter
properties may be kept at sited other than a designated central location
ARTICLE X
FISCAL YEAR
The fiscal year of this corporation shall be determined by the Board of
Directors.
ARTICLE XI
RULES OF ORDER
Except as otherwise specifically provided in these
By-Laws, all meetings of the members, Board of Directors, and Committees shall
be governed by “Roberts Rules of Order Revised” insofar as they are
appropriate.
ARTICLE XII
PROPERTY RIGHTS
No member, Director, or officer shall have any right, title, or interest
in any of the assets or property of this corporation except the right to make
use thereof as a member in accordance with the Rules and Regulations adopted by
the Board of Directors.
ARTICLE XIII
DISSOLUTION OF THE
CHAPTER
Upon liquidation, dissolution, winding-up, or abandonment of this
Chapter, all of the property and assets of the Chapter shall be transferred or
conveyed by the Board of Directors by way of gift to one (1) or more domestic
or foreign non-profit corporation, foundations, associations, societies, or
organizations, exempt from Federal and State income and property taxation and
engaged in activities substantially similar to those of the club as may be
elected by this Chapter=s Board of Directors, all in accordance
with the laws of the state of incorporation relating to the liquidation,
dissolution, winding-up, or abandonment of its non-profit corporations.
In no event shall any properties or assets of this Chapter be conveyed
or transferred to any member, upon the liquidation, dissolution, winding-up, or
abandonment of this Chapter.
On a trust indenture wherein the Chapter is in the trustee and there
remain unperformed duties or funds due under the trust provision, and such
trust agreement does not contain a provision giving the Chapter power to
appoint a successor trustee, upon dissolution, the Chapter may make
applications to a court of competent jurisdiction in the state of incorporation
of the state designated by the trust indenture for the appointment of a
successor trustee to administer such fund.
ARTICLE XIV
INTERPRETATION OF
CONTRACT
The pronouns and relative words herein used 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.
ARTICLE XV
AMENDMENT
Any member may propose an Amendment or new Article in the By-Laws.
The proposing member shall give sixty (60) days written notice to the Board,
after which time the amendments or new By-Laws shall be considered. Adoption
of such amendments or new By-Laws shall be by majority vote of the Board of
Directors, with final adoption by the majority membership at a membership
meeting vote with a sixty (60) day notice.