Mid-Michigan SCI Chapter Approves Updated ByLaws
SAFARI CLUB INTERNATIONAL MID-MICHIGAN CHAPTER BY-LAWS; 2022
I. NAME AND ORGANIZATION
The name of this nonprofit corporation shall be SAFARI CLUB INTERNATIONAL' MID-MICHIGAN CHAPTER.
II. PURPOSES
The purposes ofthis organization shall be as follows:
l. To collect, organize and distribute educational information and data regarding the wild animals ofthe world aad hunting opportunities available in the world.
2. To receive donations and to disburse same to Safari Club lntemational or other organizations or individuals pursuing the same or similar goals as this organization.
3. To affiliate with Safari Club International @erein "SCI") in Tucson, Arizona so that all regular members ofthis organization shall also be regular membem ofSCI.
4. To provide a channel for organized efforts to promote a public understanding and acceptance of sport hunting as an effective tool for wildlife conservation and management.
5. To participate and associate with other clubs throughout the world which share common goals, beliefs, and purposes.
6. To promote the goals and objectives ofSCI by being in compliance with SCI requirements for good standing.
7. The Chapter promotes the safe and legal ownership and use of firearms as expressed in our inalienable rights under the Second Amendment to the Constitution ofthe United States of America so that those are legally permitted to purchase and sell, may collect and use firearms for competitive events, hunting, or other sporting purposes.
8. To engage in such other activities as may be appropriate in conjunction with the foregoing.
III. MEMBERSHIP AND VOTING
1. Membership: There shall be three classes of chapter members, life, regular, and youth. Life and regular members shall have all ofthe rights ofmembership, including the right to vote on all items submitled to the general membership for vote. Youth members do not have the right to vote.
2. Oualifications: To be eligible for membership, a person must be ofgood moral chaxacter and must agree to promote the purposes ofthe organization. To be eligible for Chapter membership, a person must be a member of SCI-
3. Application for Membership: All applications for membership must be in on a form specified by the board of directors.
4. Voting Riqhts: Each Life and Regular member in good standing shall be entitled to cast one vote on every matter submitted to a vote ofthe members. Neither voting by proxy nor cumulative voting will be permitted.
5. Traasfer of Membershio: No membership may be fiansferred either by the member or by operation of law.
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SAFARI CLI]B INTERNATIONAL MID-I{ICIIIGAN CIIAPTER BY -LAW Si 2022
6. Initiation Fees and Dues: Initiation fees and dues and special assessments for members shall be established by the board of directon in alignment with SCI.
7. Dues - when delinquent: Annual dues are due and payable promptly upon receipt ofbilling for same from SCI. A member shall be delinquent ifpayment in fulI is not made by or within 60 days after the member's anniversary date. Any member who becomes delinquent shall be considered to have voluntarily terminated membership in the organization.
8. Termination for Cause: A member who makes a false statement on their membership application or whose conduct is deemed detrimental may be terminated by a vote of the majority of the board of directors. The board of directors shall have authority, but not an obligation to set up hearing procedures on any contested termination of membership.
IV. MEETING OF MEMBERS
l. Reeular Meetinss: A regular meeting ofthe members shall be scheduled in advance and posted as soon as known for each meeting to be held. This should be at least seven days before the meeting otherwise the meeting will be considered a Special Meeting.
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Special Meetings: The board of directors may call a special meeting ofthe members for any purpose it deems appropriate. Notice shall be given to each member entitled to vote at a regular meeting, including a call ofthe meeting, the date, item and place as soon as possible.
Address Corrections: lt shall be the duty of each member to give the secretaxy, in writing, the member's correct address and any change thereof. Any notice required by these By-Laws to be given to a mernber shall be sufficient if mailed to such member at the address so fumished.
Recommendations to Directors: At any meeting ofthe members, they may make recommendations to the boaxd of directors by a majority ofthose present entitled to vote. The directors shall not be bound by any such recommendations, but shall give them careful and unbiased consideration, and shall report to the membership at the next regulax meeting what action, if any, was taken.
5. Action by Members: Action by the members on any matter may be taken only at a regular or special meeting. The vote ofa majority ofthe regular members with a quorum present at the time ofthe vote shall be the act ofthe membership, unless a greater percentage ofvotes on any question is required by these By-Laws.
6. Ouorum of Members: A quorum at a properly noticed regular meeting is the members present. The quorum for voting at a special meeting shall be constituted as one-quarter the total membership.
V. BOARD OF DIRECTORS
l. Board ofDirectors: The property, affairs, and business ofthe organization shall be managed by a board of directors. The board of directors shall consist of:
a. Twelve directors elected at large (four each year).
b. All Past Presidents shall be members ofthe Board of Directors for life. They shall have the same rights and voting privileges ofany other elected Board Members as long as they are a member in good standing with the SCI and this Chapter for a period ofat least the previous calendar year.
c. AppointedDirectors:
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SAFARI CLUB INTERNATIONAL MID-MICHIGAN CHAPTER BY.LAWS; 2022
i. The President nominates and the Board by majority vote is empowered to appoint up to three directors for a term NOT TO EXCEED one year. Appointed Directors may be appointed for no more than two consecutive years.
ii. Board appointed directors will enjoy all privileges and rights afforded the regularly elected directors and have full voting rights during their appointed terms.
iii. Their terms shall conform to the annual term of others regularly elected directors, i.e. July 1 through June 30. Directors installed after the installation meeting for regularly elected directors shall serve until the following June 30, whereupon their terms expire.
iv. Appointed directors shall attend at least a majority of the regularly scheduled special meetings of the board. Any director may be removed by a majority vote of the directors pursuant to the provisions of Article V., Section l.k of Removal of Directors and Officers.
v. Board appointed directors must be in good standing at the time of their appointments and retain such standing during the tenure of their terms of appointment.
Term of Directors: The board of directors shall designate the term of office for the directors first elected as one year, two years or three years unless a properly formed Board of Directors exists. At all subsequent elections, each director shall take office at the first board of directors meeting at the beginning of the Chapter's fiscal year following his/her election and hold office for a one or three year term. Directors will serve at least one year as an appointed or elected Director before being eligible to be elected to a three year term.
Vacancies: Vacancies occurring on the board of directors may be filled by majority vote of the directors then in office. The director so elected to fill ayacancy shall hold office for the unexpired term of their predecessor.
Quorum of Directors: A majority of the Directors elected atlarge, then in office, shall constitute a quorum for the transaction of business.
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Action by Directors: The vote of a majority of the directors with a quorum present at the time of the vote at a regular or specially called meeting shall be the act of the board of directors unless a greater percentage of votes on any question is required by these By-Laws. Cumulative voting and voting by proxy shall not be permitted.
Notice of Meeting of Board of Directors: Notice of time, date, and place of regular meeting shall be given by resolution of the board of directors or in the manner herein provided for special meetings. Notice of all special meetings shall be given as follows: All notices shall be given at least seven days before the meeting whenever possible, and may be given by telephone or in person, or by mail, or email. Notices given by mail or email shall be sent to the director's address appearing on the organization record. If sent by mail, they shall be deemed delivered on the day after the mailing, and if sent by email they shall be deemed delivered
on the day the email is sent. The purpose of a special meeting shall be stated in the notice thereof. Attendance of a director shall constitute their waiver of notice, unless they attend for the sole purpose of objecting to the transacting of any business there on the grounds that it was not properly called. Meetings of Board of Directors
i. Regular Meeting: A regular meeting of the Board of Directors shall be scheduled in advance and posted as soon as known for each meeting to be held. This should be at least seven days before the meeting if possible.
ii. Special Meeting: A special meeting of the board of directors may be called by the president of the organization. Notice of all special meetings shall be given in the manner described in Article V Section l.h above in these By-Laws.
iii. Minutes: The minutes of the last preceding meeting of the board of directors shall be read at each meeting, unless dispensed with by vote of the directors or are mailed to each Director with notice of the meeting.
iv. Electronic meetings are acceptable when situations dictate.
Treasurer's Report: At each regular meeting of the board of directors, the treasurer shall make a report of the receipts and expenditures and report the financial condition of the organization.
Removal of Directors and Officers: The board of directors shall have the power at any regular or special meeting by two-thirds majority vote to declare vacant the office of any director or officer for cause. Upon written request of any director or officer so removed, the matter shall be reconsidered and voted upon again at the next regular board meeting.
SAFARI CLUB INTERNATIONAL MID-MICHIGAN CHAPTER BY-LAWS; 2022
l. Compensation: Directors shall not receive any compensation for their services as such. Nothing herein shall be construed to prevent any director fiom serving the organization in any other capacity and receiving compensation therefore.
m. Expenses: All claims for reimbursement of expenses shall be made in writing or electronically and include receipts to the treasurer within 30 days or by agreement on timeline with the treasurer. The board of directors may ask for and receive detailed explanation for payment ofall expenses claimed by a member, officer, or director.
W. ELECTION OF DIRECTORS
l. Oualification: To be eligible to be nominated for director, a person must have been a member in good standing ofthis Chapter for at least one year prior to the date set for the election. Directors will serue at least one year as an appointed or elected Director before being eligible to be elected to a three year t€rm.
2. Nominating Committee: The President shall appoint a nominating committee consisting of three members of the board of directors or past presidents, for the purpose of selecting prospective membem of the board of directors. This committee shall nominate up to two candidates for each vacant position who have indicated a willingness to serve, if elected, for each open directorship.
3. Ballots: At least one week prior to the annual election voting in May the secretary shall mail a ballot to each regular and life member in good standing. The committee shall provide blank spaces for three write-in candidates. Along with each ballot mailed out, there shall be instructions regarding the completion of same and the procedure for returning same to the secretary. The ballots shall be tabulated by the nominating committee at the last regulax meeting of the fiscal year. As soon as tabulation has been completed the duly elected directors shall be notified. The membership at large shall be informed ofthe outcome. The Secretary shall ratifr the results and place a permanent record of tlle same on file with the other Chapter documents.
4. lnterim Meetinss: All newly elected and outgoing directors shall attend all directors' meetings between the election and installations.
5. Installation of Directors: At the first regular meeting of directors of the fiscal year, the newly elected directors shall have full voting authority, and the directors they replace shall not be allowed to vote or be elected to office.
VII. OFFICERS
1. Names and Oualifications of Officers: The officers ofthe organization shall be a President, a Vice President, a Compliance Officer, a Secretary, and a Treasurer. No two of said offices may be held by the same person.
2. Limitation of Powers: No officer may receive compensation for their services. No officer may hold a similar office with another club, organization, or corporation with like objectives and ideals, other than those with direct affiliation with this organization.
3. Term of Office: Officers shall be elected by the Board of Directors, based on a majority vote ofthose present, at the last meeting ofthe fiscal year for a term oftwo years starting the next fiscal year. See Article VIII ELECTION OF OFFICERS.
4. Duties and Powers of Officers:
a. P[ggkb4: The president shall be the principal executive officer ofthe organiztion, and, subject to the
authority ofthe board ofdirectors, shall have general supervision and control ofthe organization's affairs. i. Shall preside at all meetings ofthe members and ofthe board of directors
ii. May sign with the Secretary or any other proper office ofthe organization authorized by the board, any contracts or other instruments approved by the board for signature
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iii. May call a special meeting or the board of directors by giving notice in accordance with Article V of these By-Laws.
iv. Work with Vice President, Compliance Officer, Treasurer, and Secretary to ensure all documentation is maintain as required.
b. Vice President: In the absence of the President, or in the event of inability or refusal to act, Presidential duties shall be performed by the Vice President, and if the Vice President shall also be absent or unable or unwilling to act, the Secretary shall perform the President's duties. The Vice President shall perform such other duties as the President, or the board of directors may assign.
i. Work with President to ensure all documentation is maintain as required. c. Treasurer: The Treasurer or his/her designee shall:
i. Have charge and custody of and be responsible for all funds and securities of the organization from all sources and deposit all such money in the name of the organization in such depositaries as the board may designate.
ii. Receive and give receipts for monies due and payable to the organization.
iii. Pay all just obligations for the organization upon approval by the board of directors. iv. Keep a complete record of all organization income and expenditures.
v. Make a report to the directors of the financial condition of the organization every month. vi. At the first fiscal board meeting make a complete report of the financial condition of the
organization for the immediately preceding fiscal year.
vii. Perform such other duties as may be assigned by the President or the board of directors.
viii. Work with President to ensure all documentation is maintain as required. d. Secretary: The Secretary or designee shall
i. Keep the minutes of the meetings of the members and of the board of directors in books provided for that purpose
ii. See that all notices of meetings of members and directors are given in accordance with the provisions of these By-Laws or as required by law
iii. Be custodian of organization records
iv. Keep a register of the addresses of each member of the organization
v. Conduct coffespondence
vi. Read corespondence and other communication at the meetings of the board of directors
vii. Perform such other duties as the President or the board of directors may specifo.
viii. Work with President to ensure all documentation is maintain as required.
e. Compliance Officer:
i. Ensure the required Federal Tax Return (Form 990) is prepared and filed timely.
ii. Ensure the Michigan Nonprofit Corporate Report is filed timely.
iii. Ensure all required reporting to SCI is completed and filed timely. Examples may include:
l. Annual Chapter Fundraiser Financial Report
2. SCI Policy Regarding Staff and Volunteers
3. Acknowledgement of Duties, Conflicts of Interest Policy and Confidentiality
4. Declaration of Ethical Standards, Compliance with Fiduciary Duties and Disclosure of
Conflicts of Interest
5. Nonprofit Certificate of Disclosure of SCI and/or SCIF 6. Complete Chapter Roster Form
iv. The Compliance Officer position shall have the authority to sign documents on behalf of the Mid MI SCI Chapter as an elected Chapter Officer.
v. Work with President to ensure all documentation is maintain as required.
VIII. ELECTION OF OFFICERS
1. Time of Election: At the last meeting ofthe Board in the fiscal year, the directors as elected for the next fiscal year shall elect from among themselves a President, a Vice President, a Compliance Officer, a Secretary, and a Treasurer for the next fiscal year. Newly elected directors are eligible to vote, and outgoing directors are not. This is to comply with the Chapter Rosters submission due to SCI by the first ofthe fiscal year.
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2. Method ofvoting: Directors must personally be present to vote. Voting shall be by voice ballot. Cumulative voting and voting by proxy shall not be permitted. Newly elected directors are eligible to vote and outgoing directors are not.
Ix. COMMITTEES
The President shall create such standing or special committees as they may deem necessary or desirable to serve the organization's interests and appoint the chairman thereof. At least one member of the board of directors or Past hesidents shall sit on each committee.
X. AMENDMENTS
After thirty days written notice to the membership as approyed by the Board, these By-Laws may be repealed or amended, or new By-Laws will be adopted by a vote oftwo-thirds of the membership present and voting at any meeting. Atthe discretion ofthe Board, this process altemately may take place by mail-in or electronic voting by sending a copy ofor linking to the proposed changes to all Life and Regular members. A ballot will be sent when mail-in or electronic voting is used and must be completed and retumed/submitted back to the Chapter officer within 30 days ofthe original notification. Ballots need not be sent when using in-person voting. The proposed By-Laws change will be adopted by a vote oftwo-thirds ofthe membership voting.
These By-Laws may not be amended or repealed by the directors, except to enlarge the number of directors per Article V Section l.c ofthe By-Laws. Whenever any amendment ofany By-Law is adopted, amended, or repealed, it must be copied into the book ofBy-Laws ofthe organization and sent to the full membership and SCI within forty-five days.
XI. CONTRACTS AND INSTRUMENTS
No person shall have any authority to expend money or bind the organization by any contract or instrument unless specifically authorized by the board of directors.
XII. FISCAL YEAR
The fiscal year ofthis organization shall commence on July I and end on June 30 of each calendar year. Should the SCI fiscal year change, tle Chapter will align with that fiscal year.
XIII. RULES OF ORDER
Except as otherwile specifically provided in these By-Laws, all meetings ofthe members, board of directors, and committees shall be govemed by "Robert's Rules of Order (Revised)", insofar as they are appropriate.
XIV. PROPERTY RIGHTS
No member, director, or officer shall have any rights, title, or interest in any oftle assets or property of tlis organization, except the right to make use thereof as a member in accordance with authority of the board of directors.
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XV. DISSOLUTION OF THE ORGANIZATION
Upon liquidation, dissolution, winding up, or abandonment ofthe organization, all ofthe property and assets ofthis organization shall be transferred or conveyed by way ofgift to SCI ifexisting at the time ofdissolution or one or more domestic or foreign organizations, foundations, associations, or societies exempt fiom federal and state income and property taxation and engaged in activities substantially similar to those ofthe organizztion. Any such transfer or conveyance shall be executed in accordance with the laws ofthe State of Michigan relating to the liquidation, dissolution, winding up, or abandonment ofnonprofit organizations. [n no event shall any properties or assets ofthis organization be conveyed or transferred to any member upon the liquidation, dissolution, winding up, or abandonment ofthe organization, except for full consideration.
XVI. VOLUNTEER DIRECTOR LIABILITY
Volunteer Directors are not personally liable to the corporation or its shareholders or members for monetary dam€es for a breach ofthe director's fiduciary duty. However, this provision shall not eliminate or limit the liability ofa director for any ofthe following:
l. A breach ofthe director's duty ofloyalty to the corporation or its shareholdem or members.
2. Acts ofomissions not in good faith or that involve intentional misconduct or a knowing violation ofthe law.
3. A violation ofMCLA 450.2551. Liability ofdirectors for certain cor?orate actions: liability of shareholder or member
accepting or receiving disfibution contrary to act.
4. A transaction from which the director derived improper personal benefit. 5. An act or omission that is grossly negligent.
6. An act or omission occurring before the date this document is filed.
The corporation assumes all liability to any person other than the corporation, its shareholders, or its members for all acts or omissions ofa volunteer director occurring on or after the date this document is filed.
CERTIFICATE OF SECRETARY OF
SAFARI CLUB INTERNATIONAL, MID.MICHIGAN CHAPTER
I hereby certifu that I am duly elected and acting Secretary of said nonprofit corporation and that the foregoing By- Laws, comprising six pages, constitute the By-Laws ofsaid corporation as approved by the vote ofa two-thirds majority ofthe eligible members voting in person or by mail, such vote concluded on Saturday, February 26rh, 2022, and as &iy approved at a regular meeting of the board of directors held on Monday M drch 71h,2022.
Dated: Monday March 7s, 2022, Secretary: Suzette Howard.
As amended Saturday, February 26'h,2022.
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