 |
| Bylaws of the Arkansas Rifle and
Pistol Association Approved January 11, 2009 |
| ARKANSAS RIFLE & PISTOL
ASSOCIATION BYLAWS
These Bylaws (referred to
herein as the
"Bylaws") govern the affairs of the Arkansas Rifle & Pistol
Association, a non-profit Association (referred to in the Bylaws as the
"Association") ARTICLE
ONE
Name 1.01. The
name of this organization is the Arkansas
Rifle & Pistol Association. This may be abbreviated in these Bylaws
to the
Association as ARPA. Principal
Office 1.02. The
Board of Directors may establish a
principle office for the Association within the state of Arkansas. The Association may have such other offices,
throughout the State of Arkansas, as the Board of Directors may
determine. The
Board of Directors may change the location, premises, make up, and
furnishings
of any office of the Association, including the principal office. ARTICLE
TWO
PURPOSES
AND OBJECTIVES 2.01. The
purposes and objectives of the Association
shall be supportive of and compatible with the mission of the National
Rifle
Association: (b) To promote public safety, law
and order and
the national defense; (c) To train and educate the people
of the State
of Arkansas, members of law enforcement agencies, the armed forces, the
militia,
and men and women of good repute in marksmanship and in the safe
handling and
efficient use of small arms; (d) To promote hunter safety, and to
promote and
defend hunting as a shooting sport and as a viable and necessary method
of
fostering the propagation, growth, conservation, and wise use of our
renewable
wild life resources; (e) To foster and promote
competitive and team
shooting in a variety of disciplines; (f) To hold one annual competition
for each
recognized shooting discipline on behalf of the Association and to
declare a
state champion in each such competition. (g) To educate the general public
regarding
proposed legislation in opposition to these purposes as well as those
laws
which conflict with the letter and spirit of the Constitutions of the
United
States of America and the State of Arkansas. (h) To encourage the development of
youth
shooting programs as a competitive sport and a vehicle for developing
responsibility, self-esteem and respect for others in Arkansas public
and
private schools both secondary and collegiate. (I) To support the Civilian
Marksmanship Program
and to encourage member clubs to enroll and participate in that program ARTICLE
THREE MEMBERSHIP 3.01. Any
citizen of the United States who is and while
he remains of good repute and good character, who has not been
convicted of any
felony, who subscribes to the objectives and purposes of the
Association, or
any organization as hereinafter described, shall be eligible to be a
member of
the Association; provided that citizens of foreign nations and
organizations
composed in whole or in major part of citizens of foreign nations may
be
admitted to membership as provided in Section 3.03 of this Article. 3.02. No individual who is a member of, and no
organization
composed in whole or in part of individuals who are members of, any
organization or group having as its purpose or one of its purposes the
overthrow by force or violence of the Government of the United States
or any of
its political subdivisions shall be eligible for membership, but no
oath,
pledge or affirmation shall be required as a condition of membership. Non-Citizen
Member 3.03. A
citizen of a nation other than the United
States, whether resident within or without the United States, who is
interested
in the pursuit of the purposes and objectives of the Association may
become a
member of the Association in any of the categories listed in this
Section,
subject to the limitations herein, upon the fulfillment of any
condition for
membership within said category. Non-citizen memberships shall be
subject to
termination or suspension by vote of the Board of Directors, by
proclamation of
the President of the United States, or by action of the Congress, the
nation of
which any such member is a citizen is in a state of war or active
military
hostilities with the United States, and good cause exists for such
termination
or suspension. Membership 3.04 Memberships shall be
Youth, Supporting,
Match, Regular, 5 Year, Club, Organizational and Honorary. (a)
A Youth membership consists of persons
eighteen years of age or less who pay such dues as may be determined by
the
Board of Directors. Such status shall continue through the end of the
calendar
year in which the eighteenth birthday occurs. Youth
memberships are for one year and include Match
membership, if
activated. Youth members may not hold
an Association office and have no voting privileges. (b)
A Supporting membership consists of
adult persons who pay such dues as may be determined by the Board of
Directors
and wish to stay informed on Association activities and matters but
whose
interest does not extend to Regular membership. Supporting
membership is for one year, may not hold an Association
office and have no voting privileges. (c)
A Match membership consists of any person that
competes in an Association sponsored match and who pay such dues as may
be
determined by the Board of Directors. Match
Members are ARPA members only for the duration of
the match may
not hold an Association office and have no voting privileges. The Board
of
Directors, by 2/3 vote may elect to suspend or activate Match
memberships at
any or all competitions. (d)
A Regular membership consists of adult
persons who pay such dues as may be determined by the Board of
Directors and
includes Match membership, if activated. Regular
membership is for one year, holds full voting
privileges and may
hold an Association office. NRA membership is
required. (e)
A Club membership consists of shooting
clubs and associations within the state of Arkansas who pay such dues
as may be
determined by the Board of Directors, is affiliated with the National
Rifle
Association and subscribe to the purposes and objectives of the
Association. Only member clubs shall
have the privilege of conducting state championship competition
sanctioned by
the association. Club membership is for
one year, may not hold an Association office has no voting privileges. (f)
Organizational membership consists of
businesses or for-profit organizations within the state of Arkansas who
pay
such dues as may be determined by the Board of Directors and subscribe
to the
purposes and objectives of the Association. Organizational
membership is for one year, may not hold an
Association
office has no voting privileges. (h)
Honorary Membership will be awarded to
individuals in recognition of singularly outstanding service to the
Association, exemplary personal character and exceptional support of
the Second
Amendment. Nominations may be made by
Association members, approved and authorized by a three-fourths (3/4)
majority
of the Board of Directors. Honorary
members are exempt from Association dues, may not hold an Association
office
have no voting privileges. Dues
and Contributions 3.05.(a) The
dues or minimum contribution shall be
fixed from time to time by a majority vote of the Board of Directors
commensurate with the needs of the Association. (b)
Current Association minimum dues shall be:
Youth $5, Supporting $10, Match $0, Regular $20, 5 Year $75, Club $50,
Organizational $50 and Honorary $0. (c) Match
membership dues shall become $5 effective January 1, 2010. Admission
to Membership 3.06.(a)
Any applicant may be refused admission by a
majority vote of the Board of directors. (b)
All
competitors in Association sponsored state championship matches must be
members in good
standing
of the Association. (c)
Appropriate cards, certificates, or insignia may be supplied to each
Member. Rights
and Privileges of Members 3.07.(a)
All Members who comply with regulations
and meet the conditions specified for any particular match shall have
the
privilege of competing in Association sponsored matches. (b)
The right to be nominated or hold office or
directorship shall be limited to otherwise qualified Association
Members who
are residents of the State of Arkansas for at least one year and are
members in
good standing of the National Rifle Association. (c)
All Members shall have the privilege to attend
and be heard at all official meetings except during meetings of the
Board of
Directors. The Association President
may allow members to address the Board of Directors meeting should he
determine
the subject matter cannot be sufficiently addressed in writing or by an
existing
member of the board. (d)
Each Member shall have the right to vote in
elections for both shooting and non-shooting discipline directors.
Voting by
proxy is not permitted. (e)
Each current Association Member is entitled
to receive a copy of the official Association journal as published
provided
that either the Member's current mail address or email address is on
file. Association publications and notices
will be
sent by email or posted on the Association web page and only sent by
regular
mail by request of the member. Meetings
of Members Annual
Meeting 3.08. The Association
shall hold an annual
meeting of the members to receive the report of the election of
Directors and
to transact such other business as may properly come before the
meeting, at
such time and place as shall be determined by the Board of Directors,
but in no
case later than March 31st of each calendar year. Notice of the time
and place
of such meeting shall be published in a publication of the Association
and
posted on the Association web site not less than 10 days prior to the
holding
of the meeting. Quorum
for Annual, Special, or Discipline Meetings 3.09. At any annual or special
meeting or shooting
discipline division meeting, 10 members entitled to vote shall
constitute a
quorum. The members present at a duly called or held meeting at which a
quorum
is present may continue to transact business even if enough members
leave the
meeting so that less than a quorum remains. However, no action may be
approved
without the vote of at least a majority of the number of members
required to
constitute a quorum. If a quorum is not present at anytime during a
meeting, a
majority of the members present may adjourn and reconvene the meeting
one time
for the purpose of garnering a quorum without further notice. Shooting
discipline
division meetings convened for the purposes of nominating a director
candidate
that do not achieve a quorum may elect a match director but may not
nominate a
director candidate to the Board. Place
of Meeting 3.10. The
Board of Directors may designate any place,
within the State of Arkansas as the place of meeting for any annual
meeting or
for any special meeting called by the Board of Directors. Notice
of Meetings 3.11. Written
or printed notice of any meeting
of members, including the annual meeting, shall be delivered to each
member
entitled to vote at the meeting not less than ten (10) days before the
meeting.
Notice is deemed given by inserting same in official journal of the
Association, posting on the Association web site or mailing of same to
the last
known address of the member stated on the records of the Association.
The
notice shall state the place, day, and time of the meeting, who called
the
meeting, and the general purpose or purposes for which the meeting is
called.
Notice shall be given by or at the direction of the president or
secretary of
the Association, or the officers or persons calling the meeting. Duties
of Members 3.12(a)
It is the duty of each member to assist in
every feasible manner in promoting the objectives of the Association as
set
forth in Article 2 of these Bylaws and to act at all times and in every
matter
in a manner befitting a sportsman and a good citizen. (b)
It is the duty of the Directors, officers and
members to conduct the affairs of their organization in an efficient
manner, in
accordance with their organization Bylaws, and such programs and
regulations as
may, from time to time, be adopted by this Association. Directors,
officers and
members shall maintain proper records and shall promptly render such
reports
concerning membership, finances, facilities and activities as may be
requested
from time to time by the Association. In addition, Directors, officers
and
members shall conduct the affairs of the organization in a fiscally
responsible
manner, including the development of an annual budget. Termination
of Membership 3.13.
Association memberships shall run on a
basis defined in the application for membership; generally, one or five
years. Transfer
of Membership 3.14. Membership
in the Association is not
transferable or assignable. Membership terminates on the dissolution of
the
Association or the death of a member. Membership in the Association is
not a
property right that may be transferred after a member's death. Members
also
understand that they may not be entitled to a portion of the
Association's
assets upon dissolution in the event the Association qualifies as a tax
exempt
entity under the Internal Revenue Code, §501_C (4) or other
applicable section
of the Internal Revenue Code. Waiver
of Interest in Association Property 3.15. All
real and personal property, including all
improvements located on the property, acquired by the Association shall
be
owned by the Association. A member shall have no interest in specific
property
of the Association. Each member hereby expressly waives the right to
require
partition of all or part of the Association's property on behalf of
himself or
herself or any other person. Voluntary
and Involuntary Termination of Membership 3.16.(a) Any
individual member may terminate his or
her membership at any time by a resignation in writing sent by first
class
United States mail to the Secretary of the Association, but such member
will
not be entitled to any refund of dues or contributions already paid. (b)
The Board of Directors may impose reasonable
sanctions on a member, or suspend or expel a member from the
Association, for
good cause after a hearing. Good cause includes the default of an
obligation to
the Association to pay fees or dues for a period of thirty (30) days
following
delivery of notice of default, or a material and serious violation of
the
Association's articles of incorporation, bylaws, or rules, or of law.
The Board
of Directors may delegate powers to a regular or ad hoc committee to
conduct a
hearing, make recommendations to the Board of Directors, or take action
on
behalf of the Board of Directors. The Board of Directors, or a
committee
designated thereby may handle a matter involving sanctioning,
suspension, or
expulsion, and except in the case of failure to pay dues may not take
any
action against a member without giving the member adequate notice and
an
opportunity to be heard. To be deemed adequate, notice shall be in
writing and
delivered at least fourteen (14) days prior to the hearing. However
shorter
notice may be deemed adequate if the Board of Directors, or a committee
designated thereby to handle a matter involving sanctioning,
suspension, or
expulsion, determines that the need for a timely hearing outweighs the
prejudice caused to the member and if a statement of the need for a
timely
hearing is included in the notice. If mailed, the notice shall be sent
by
regular mail. Failure to pay annual dues within a time limit prescribed
by the
Board of Directors results in automatic loss of membership. (c)
Upon termination of membership in this
Association, such persons shall no longer receive benefits, rights or
privileges of the Association and shall not be entitled to same. (d)
Any member terminated as hereinabove
described shall not be entitled to any claim under the Association's
insurance
program or other benefits provided on the basis of membership alone;
however,
any program for which a member shall have paid consideration separate
from
annual dues or fees to an entity other than the Association may be
maintained
by the member at his own expense. Reinstatement 3.17. A
former member may submit a written request
for reinstatement of membership. The Board of Directors or a committee
designated by the Board of Directors to handle the matter, may
reinstate
membership on any reasonable terms that the Board of Directors or said
committee deems appropriate. BOARD
OF DIRECTORS Management
of the Association 4.01. The
affairs of the Association shall be managed
by the Board of Directors. Number,
Qualifications, and Tenure
of Directors 4.02.
(a) Directors from areas one, three, five and seven shall serve for one
year
after which all Regional Representatives serving as Board of Directors
shall
serve for a term of two years. The term
of Directors from odd numbered areas shall end in odd numbered years
and the
term of Directors from even numbered area shall end in even numbered
years. (b)
The Board of Directors shall be composed of
eight Regional Representatives assigned eight non-overlapping areas
within the
state of Arkansas. Each regional
representative is responsible for membership coordination and
recruiting, youth
and women education programs, and communicating with ARPA members and
the
non-member public in their respective region. The
boundaries for the regions are specified in section
4.02(d). Each Director, except Directors
elected to
fill unexpired terms, shall hold office from the adjournment of the
annual
meeting of members at which his election is announced until the
adjournment of
the second annual meeting of the members next following such election.
The
terms of office of such Directors shall continue to be arranged so that
one-half shall expire at each annual meeting of the members. (c)
The President, Vice-president,
Treasurer/Secretary are ex-officio members of the Board of Directors by
virtue
of their office. They shall have all powers of directors of the
Association
when acting in that capacity. (d)
Regions may be created, modified or deleted by 2/3 vote of the Board of
Directors. Regions are defined to
contain these Arkansas counties:
(i) Central, Area 1: Jefferson, Grant,
Saline, Perry, Pulaski, Lonoke, Prairie, White, Faulkner, Conway.
(ii) East Central, Area 2: Arkansas,
Phillips, Monroe, Lee, St Francis, Crittenden, Cross, Woodruff and
Poinsett
(iii) North East, Area 3: Mississippi,
Craighead, Jackson, Independence, Sharp, Lawrence, Greene, Clay and
Randolph
(iv) North Central, Area 4: Pope, Van
Buren, Cleburne, Stone, Searcy, Izard, Fulton, Baxter, Marion and Boone.
(v) North West, Area 5: Sebastian, Logan,
Franklin, Johnson, Crawford, Newton, Madison, Washington, Benton and
Carroll
(vi) West Central, Area 6: Dallas, Clark,
Pike, Hot Spring, Garland, Montgomery, Polk, Scott and Yell
(vii) South West, Area 7: Columbia,
Lafayette, Miller, Ouachita, Nevada, Hempstead, Little River, Sevier
and Howard
(viii) South East, Area 8: Union, Ashley,
Chicot, Drew, Bradley, Calhoun, Cleveland, Lincoln and Desha 
Nomination
of Directors 4.03. At any
meeting at which the nomination of a
Director occurs, any voting member in good standing may nominate a
qualified
person with the second of any other voting member. Election
of Directors 4.04. A
person who meets the qualification
requirements to be a Director and who has been duly nominated may be
elected as
a Director. Directors shall be elected by the vote of the membership of
the
Association. Each Director shall hold office until a successor is
elected and
qualified or until his term expires. A
Director may be elected to succeed himself or herself as Director. (a) Annual elections of directors
shall be by a
show of hands vote of the members attending the annual meeting and
entitled to
vote. The provisions of this subsection do not apply to the filling of
interim
vacancies on the Board of Directors as provided in this Article. (b)
The Secretary, or his designee, shall declare
the victors of the election of Directors and the Association web master
shall
post suitable information on the Association web site. Vacancies 4.05. Any
vacancy occurring in the Board of
Directors, and any Director position to be filled due to an increase in
the
number of Directors, shall be filled by the Board of Directors. A
vacancy is
filled by the affirmative vote of a majority of the remaining
Directors, even
if it is less than a quorum of the Board of Directors, or if it is a
sole
remaining Director. A Director elected to fill a vacancy shall be
elected for
the unexpired term of the predecessor in office. The Board of Directors
may
delegate to the President the authority to make appointments to fill
vacancies
on the Board of Directors. Annual
Meeting 4.06. The
annual meeting of the Board of Directors
shall be held immediately after, and at the same place as, the annual
meeting
of the Association and of the members. Regular
Meetings 4.07. The
Board of Directors may meet as needed by
resolution stating the time and place of such meetings. The meetings
may be
held either within or without the State of Arkansas.
No notice of regular meetings of the Board is required
other than
a resolution of the Board of Directors stating the time and place of
the
meetings. Special
Meetings 4.08. Special
meetings of the Board of Directors
may be called by or at the request of the president or remaining senior
officer
or any five (5) Directors. The president or senior officer in his
absence shall
fix any place within Arkansas as the place for holding a special
meeting. The
person or persons calling a special meeting shall notify the secretary
who
shall give notice to the Directors as required in the Bylaws. Notice 4.09.
Written or printed notice of any special
meeting of the Board of Directors shall be delivered to each Director
not less
than seven nor more than 30 days before the date of the meeting. The
notice
shall state the place, day, and time of the meeting, who called the
meeting,
and the purpose or purposes for which the meeting is called. Quorum
for the Board of Directors 4.10. One-third
(1/3) of the number of Directors then
in office, shall constitute a quorum for the transaction of business at
any
meeting of the Board of Directors. The Directors present at a duly
called or
held meeting at which a quorum is present may continue to transact
business
even if enough Directors leave the meeting so that less than a quorum
remains.
However, no action may be approved without the vote of at least a
majority of
the number of Directors required to constitute a quorum. If a quorum is
not
present at any time during a meeting, a majority of the Directors
present may
adjourn and reconvene the meeting for the purpose of garnering a quorum
one
time without further notice. Duties
of Directors 4.11. Directors
shall exercise ordinary business
judgment in managing the affairs of the Association. Directors shall
act as
fiduciaries with respect to the interests of the members. In acting in
their
official capacity as Directors of this Association, Directors shall act
in good
faith and take actions they reasonably believe to be in the best
interests of
the Association and that are not unlawful. In all other instances the
Board of
Directors shall not take any action that they should reasonably believe
would
be opposed to the Association's best interests or would be unlawful. A
Director
shall not be liable if, in the exercise of ordinary care, the Director
acts in
good faith relying on written financial and legal statements provided
by an
accountant or attorney retained by the Association. The Board of
Directors
shall formulate the policies and have general charge of the affairs and
the
property of the Association in accordance with applicable law and these
Bylaws.
Directors will file all reports required by the Association in a timely
manner.
Actions
of Board of Directors 4.12. The
vote of a majority of Directors present and
voting at a meeting at which a quorum is present shall be sufficient to
constitute the act of the Board of Directors unless the act of a
greater number
is required by law or the Bylaws. A Director who is present at a
meeting and
abstains from a vote is considered to be present and voting for the
purpose of
determining the decision of the Board of Directors. Proxies 4.13.
No proxy voting shall be allowed. Compensation 4.14. No Director, except
for secretary/treasurer shall
receive any salary or emolument unless specifically authorized by
resolution of
the Board of Directors, said resolution being not in conflict with
these
Bylaws. A Director may serve the Association in any other capacity and
receive
compensation for those services, provided that service is bid and at
least two
other bids are received and the Association's bidding and bid opening
procedures and policy are strictly observed. Any compensation that the
Association pays to a Director shall be commensurate with the services
performed and reasonable in amount. Removal
of Directors 4.15. The
Board of Directors or members may vote to
remove a Director at any time, but only for good cause. Good cause for
removal
of a Director shall include, but not be limited to, the unexcused
failure to
attend two consecutive meetings of the Board of Directors.
Additionally, a
shooting discipline Director may be removed for failure to complete his
duties
in administering the sanctioned competitive matches of the Association.
A
meeting to consider the removal of a Director may be called and noticed
following the procedures provided in the bylaws. The notice of the
meeting
shall state that the issue of possible removal of the Director will be
on the
agenda and the notice shall state the possible cause for removal. The
Director
shall have the right to present evidence at the meeting as to why he or
she
should not be removed. A Director may be removed by the affirmative
vote of
seventy-five (75) percent of the Board of Directors or a majority of
ten (10)
percent of members of the Association. Recorded
Votes 4.16. Upon request of twenty (20%)
percent of the
membership of the Board of Directors present at any vote, a role call
vote
shall be taken on any specified question. Every such roll call vote,
together
with the specified question, shall be published by the recorded by the
Secretary/Treasurer and made available to any member in good standing. ARTICLE
FIVE OFFICERS OFFICER
POSITIONS 5.01. The
officers of the Association shall be a
President, Vice President and Secretary/Treasurer. These offices may
not be
abolished. The Board of Directors may create additional officer
positions,
define the authority and duties of each such position, and elect or
appoint
persons to fill the positions. Officers are ex officio members of the
Board of
Directors. Election
and Term of Office 5.02. The
officers of the Association shall be
elected bi-annually from the members in good standing of the
Association who
are resident of the state of Arkansas for at least one year. Each officer shall hold office until a
successor is duly selected and qualified. An officer may be elected to
succeed
himself or herself in the same office.
Removal 5.03. Any
officer elected or appointed by the Board
of Directors may be removed by the Board of Directors with or without
good
cause. A meeting may be called to
consider the removal of an officer if noticed following the procedures
provided
in these Bylaws. The notice of that meeting shall state that the issue
of
possible removal of the officer will be on the agenda and the notice
shall
state the possible cause for removal. The officer shall have the right
to
present evidence at the meeting as to why he should not be removed. An
officer
may be removed by the affirmative vote of seventy-five (75%) percent of
the
Board of Directors. Vacancies 5.04. A
vacancy in any office may be filled by the
Board of Directors for the unexpired portion of the officer's term. The
Board
of Directors may delegate to the President the authority to make
appointments
to fill a vacancy in the Officer positions. President 5.05. The
president shall be the chief executive
officer of the Association. The president shall preside at all meetings
of the
members and Board of Directors. The president may execute any deed,
mortgage,
bond, contract or other instrument that the Board of Directors has
authorized
to be executed. However, the president may not execute instruments on
behalf of
the Association if this power is expressly delegated to another officer
or
agent of the Association by the Board of Directors, the bylaws, or
statute. The
president shall perform other duties prescribed by the Board of
Directors and
all duties incidental to the office of president. The President is
authorized to
appoint ad hoc committees to address specific needs of the Association. The president shall be a member, ex-officio,
of all regular and special committees and shall perform all such other
duties
as usually pertain to this office. The President shall oversee the
operations
of the Association. Vice
President 5.06. When
the president is absent, or unable to act,
or refuses to act, a vice president shall perform the duties of the
president.
When a vice president acts in place of the president, the vice
president shall
have all the powers of and be subject to all the restrictions upon the
office
of the president. The vice president shall perform other duties as
assigned by
the president or Board of Directors. Secretary/Treasurer 5.07. The
secretary/treasurer shall have supervision
of and be responsible for: (a)
All funds and securities of the Association. (b)
Receiving of moneys due and payable to the
Association from any source. (c)
Depositing of moneys in the name of the
Association in banks, trust companies, or other depositories as
provided in the
bylaws or as directed by the Board of Directors or President. (d)
For the writing of checks and disbursement of
funds to discharge obligations of the Association, except when such
duties are
delegated to the Executive Director by the Treasurer. Funds drawn from
the
Association require the signature of one of the following: the
President, Vice
President, Secretary/Treasurer. (e)
Maintaining the financial books and
records of the Association. (f)
At the direction of the Board of Directors,
the Treasurer shall engage the services of an accountant licensed to
practice
in the State of Texas, to prepare financial reports at least monthly`.
This
accountant may also be assigned the duties specified in subparagraphs
(a), (b),
(c), (d) and (e) herein above. (g)
Performing other duties as assigned by the
president or by the Board of Directors. (h)
Performing all of the duties incidental to
the office of treasurer. (I)
With the consent of the Board of Directors, the
treasurer may delegate certain administrative duties as hereinabove to
another
member is good standing of the Association Secretary/Treasurer 5.08. The
Secretary/Treasurer shall: (a) Give all notices as provided in
the bylaws or
as required by law. (b)
Take minutes of the meetings of the members
and of the Board of Directors and keep the minutes as part of the
corporate
records. (c)
Maintain custody of the corporate records
and of the seal of the Association (d)
Affix the seal of the Association to all
documents as authorized. (e)
Keep a register of the mailing address of
each member, Director, officer, and employee of the Association. (f)
Perform duties as assigned by the
president or by the Board of Directors. (g)
Perform all duties incident to the office
of secretary. (h)
Provide an annual report to the Board of
Directors of all notices given, minutes taken, or other affirmative
acts by the
secretary at least once annually. (I)
With the consent of the Board of Directors,
the secretary may delegate certain administrative duties as hereinabove
to
another member is good standing of the Association. Compensation 5.09. No
officer or Director, except the
Secretary/Treasurer, shall receive any salary or emollient unless
specifically
authorized by resolution of the Board of Directors, said resolution
being not
in conflict with these Bylaws. All persons conducting business of the
Association shall be entitled to reimbursement for expenses, or a
portion
thereof, incurred on behalf of the Association, to such extent as may
be
authorized or approved by the Executive Committee. Bonds 5.10. The
board my require all officers of the
Association with direct responsibility for, and actually in care,
custody and
control of the accounts or real property of the Association, to be
under bond.
The expense of furnishing such bonds shall be borne by the Association. ARTICLE
SIX ESTABLISHMENT
OF COMMITTEES 6.01. The
Board of Directors may adopt a resolution
establishing one or more committees, delegating specified authority to
a
committee, and appointing or removing members of a committee. A
committee shall
include one or more Directors and shall include members in good
standing who
are not Directors. The Board of Directors may establish qualifications
for
membership on a committee. The Board of Directors may delegate to the
president
its power to appoint and remove members of a committee that has not
been
delegated any authority of the Board of Directors. The establishment of
a
committee or the delegation of authority to it shall not relieve the
Board of
Directors, or any individual Director, of any responsibility imposed by
the
Bylaws or otherwise imposed by law. No committee shall have the
authority of
the Board of Directors to: (b)
Adopt a plan of merger or a plan of
consolidation with another Association. (c)
Authorize the sale, lease, exchange, or
mortgage of all or substantially all of the
property
and assets of the Association. (d)
Authorize the voluntary dissolution of the
Association. (e)
Revoke proceedings for the voluntary
dissolution of the Association. (f)
Adopt a plan for the distribution of the
assets of the Association. (g)
Amend, alter, or repeal the Bylaws. (h)
Elect, appoint, or remove a member of a
committee or a Director or officer of the Association. (i)
Approve any transaction to which the
Association is a party and that involves a potential conflict of
interest as
defined in paragraph 7.04, below. (j)
Take any action outside the scope of
authority delegated to it by the Board of Directors. Authorization
of Standing Committees 6.02.
There shall be the following standing committees as herein defined:
Budget and
Finance, Legislative, Membership, Bylaws, Youth, Women Programs, Grants
and
Communication Committees. The Board of Directors shall define the
activities
and scope of authority of each committee by resolution, except where
otherwise
provided by these Bylaws. The chairman
of a committee must give advance notice of a meeting, its location, and
time,
to the President in compliance with state law. The notice shall be
posted on
the ARPA web site. (2).
May cause an annual external financial
audit to be conducted (3). Select
the auditors for the annual external
audit. Provided no audit firm or
auditor will be used for more than 5 consecutive years and the firm
providing
the audits will not furnish any other services to the Association,
excepting
the preparation of tax forms, without the pre-approval of the Budget
and
Finance committee. (4).
The Committee will investigate any complaint received from a Director,
member,
or employee concerning a violation of the Board's conflict of interest
policy. Enforcement will be based on a
written complaint by the Committee and will be processed as otherwise
set forth
in these Bylaws. (5).
The Committee will distribute, within 30 days of receipt, the external
audit
results. The audit will be a matter of
Old Business on each agenda of the Board of Directors meeting. (6).
When completed all financial statements will be signed by the President
and
submitted to the Budget and Finance Committee at least 20 business days
prior
to their date of required submission for accuracy review. (7).
The Budget and Finance Committee shall
prepare an annual budget for submittal to the Board of Directors for
approval
at the annual meeting. The committee shall be responsible for
monitoring the
budget throughout the year. (b)
The
Legislative Committee interacts with the Association's lobby team to
prioritize
potential legislative projects before the beginning of the legislative
sessions
and afterwards to review the outcome. Members of the committee shall
have the
ability to stay current on field legislation in Arkansas and be
available
during session to input and advise the lobby team when necessary. By resolution, the Board of Directors may
elect to work with other active Arkansas legislative organizations as
long as
they conform to the mission and purposes of the ARPA.
The Legislative committee shall be comprised of up to five
members in good standing selected by election from nominations made
from the
floor at the Annual members meeting and shall include at least one
Director. The Association President
shall be appointed the chairman of the Legislative committee. The Legislative Committee shall communicate
with the Associations Political Action Committee as in Article Seven,
if
enacted by the Board of Directors. (g) The Grants Committee shall research,
make
application for, secure, track and complete all required documentation
for
grant money opportunities that would further the Association's mission. The Grants Committee will coordinate closely
with other standing committees. The
Grants Committee shall be comprised of up to five members in good
standing
selected by election from nominations made from the floor at the Annual
members
meeting and shall include at least one Director. The
Association President shall be appointed the chairman of the
Legislative committee. 6.05. Each
member of a committee shall continue to
serve on the committee until the next annual meeting of the members of
the
Association or until a successor is appointed. However, the term of a
committee
member may terminate earlier if the committee is terminated, or if the
member
dies, ceases to qualify, resigns, or is removed as a member. A vacancy
on a
committee may be filled by an appointment made in the same manner as an
original appointment. A person appointed to fill a vacancy on a
committee shall
serve for the unexpired portion of the terminated committee member's
term. Composition
of Committee 6.06.
Committees may not contain a majority of it's members including the
chairman
from any one area of the state of Arkansas as defined in 4.04.(d). All committee members must be members in
good standing of the Association except a defined in 6.03.(a). Quorum 6.07. Except
in the case of a committee consisting of
one person, one half of the number of members of a committee shall
constitute a
quorum for the transaction of business at any meeting of the committee.
The
committee members present at a duly called or held meeting at which a
quorum is
present may continue to transact business even if enough committee
members
leave the meeting so that less than a quorum remains. However, no
action may be
approved without the vote of at least a majority of the number of
committee
members required to constitute a quorum. If a quorum is present at no
time
during a meeting, the chair may adjourn and reconvene the meeting one
time
without further notice. Actions
of Committees 6.08. The
vote of a majority of committee members
present and voting at a meeting at which a quorum is present shall be
sufficient to constitute the act of the committee unless the act of a
greater
number is required by law or the Bylaws. A committee member who is
present at a
meeting and abstains from a vote is considered to be present and voting
for the
purpose of determining the act of the committee. Compensation 6.09.
Committee members may not receive salaries
or any other compensation for their services. Rules 6.10. Each
committee may adopt rules for its own
operation not inconsistent with the Bylaws or with rules adopted by the
Board
of Directors POLITICAL
ACTION COMMITTEE NAME
AND FUNCTION 7.01. By
resolution of the Board of Directors the
Association may activate Arkansas Rifle
& Pisol Association Political Action Committee which shall have
sole
responsibility to administer the legislative, legal, informational and
fund
raising activities of the Association related to the defense or
furtherance of
the right to keep and bear arms in accordance with the policies
established by
the Board of Directors. Planning
and Reporting 7.02. The
Chairman of the Political Action Committee
shall report plans and activities to the Association membership
regularly to
the Legislative Committee and the Association's membership. The
Chairman will
conduct an annual strategy meeting with the Political Action Committee.
The
Legislative Chairman and General or outside Counsel shall insure
compliance
with all applicable Federal, State, and Local laws governing
legislative
activities. Prohibition
of Political Contributions 7.03. Neither
the Association, its Political
Action Committee, nor any Officer shall make any contribution, on
behalf of the
Association, to a political campaign, candidate, or politician. No
Member dues
shall be used for political purposes. NOMINATION
AND ELECTION PROCEDURES Nomination
and Election of Officers and Directors 8.01.
(a) Nominations for officers shall come from the floor by any voting
member in
good standing at the annual meeting. The
officers shall be elected, one at a time in this
order: President,
Vice President the Secretary/Treasurer. Election
shall be by a simple majority of those members
entitled to vote
and who are present at the annual meeting. Voting
will be done by a show of hands with the count
announced by the
Secretary/Treasurer unless the President of the association elects to
conduct
the vote by secret ballot. (b)
Candidates who wish to be nominated for
office may submit to the Secretary/Treasurer of the Association a
resume of
their qualifications and goals not less than 60 days prior to the
annual
meeting. The Secretary/Treasurer and/or
the Chairman of the Communications committee shall publish or post all
resumes
before the Annual Members meeting. Resumes
must be limited to one letter size typewritten
page. Election of officers and the
installation of
those officers shall be the first order of new business conducted. (c)
Nominations for Regional Representatives
which shall serve as Board of Directors shall come from the floor by
any voting
member in good standing at the annual meeting. Election
shall be by a simple majority of those members
entitled to vote
and who are present at the annual meeting. Voting
will be done by a show of hands with the count
announced by the
Secretary/Treasurer unless the President of the association elects to
conduct
the vote by secret ballot. (b)
Candidates who wish to be nominated for
regional representative may submit to the Secretary/Treasurer of the
Association a resume of their qualifications and goals not less than 60
days
prior to the annual meeting. The
Secretary/Treasurer and/or the Chairman of the Communications committee
shall
publish or post all resumes before the Annual Members meeting. Resumes must be limited to one letter size
typewritten page. BOOKS
AND RECORDS REQUIRED
BOOKS AND RECORDS 9.01. The
Association shall keep correct and complete
books and records of account. The Association's books and records shall
include: (a)
A file-endorsed copy of all documents filed
with the Arkansas Secretary of State relating to the Association,
including,
but not limited to, the articles of incorporation, and any articles of
amendment,
restated articles, articles of merger, articles of consolidation, and
statement
of change of registered office or registered agent. (b)
A copy of the Bylaws, and any amended
versions or amendments to the bylaws. (c)
Minutes of the proceedings of the Board of
Directors. (d)
A list of the names and addresses of the
members, Directors, officers, and any committee members of the
Association. (e)
A financial statement showing the assets,
liabilities, and net worth of the Association at the end of the three
most
recent fiscal years. (f)
A financial statement showing the income and
expenses of the Association for the three most recent fiscal years. (g)
All rulings, letters, and other documents
relating to the Association's federal, state, and local tax status. (h)
The Association's federal, state, and local
information or income tax returns for each of the Association's three
most
recent tax years. Inspection
and Copying 9.02. Any
Director, officer, or committee member of
the Association may inspect and receive copies of all books and records
of the
Association required to be kept by the Bylaws. Such a person may
inspect or
receive copies if the person has a proper purpose related to the
person's
interest in the Association and if the person submits a request in
writing. FISCAL
YEAR 10.01.
The fiscal year of the Association shall
be the calendar year. INDEMNIFICATION WHEN
INDEMNIFICATION IS REQUIRED, PERMITTED, AND
PROHIBITED 11.01.
(a) The Association shall indemnify a Director, officer, committee
member,
employee, or agent, or attorney, or accountant of the Association who
was, is,
or may be named defendant or respondent in any proceeding as a result
of his or
her actions or omissions within the scope of his or her official
capacity in
the employ of Association. For the purposes of this article, an agent
includes
one who is or was serving at the request of the Association as a
Director,
officer, partner, venturer, proprietor, trustee, partnership, joint
venture,
sole proprietorship, trust, employee benefit plan, or other enterprise,
but
shall not include independent contractors. However, the Association
shall
indemnify a person only if he or she acted in good faith and reasonably
believed that the conduct was in the Association's best interests. In a
case of
a criminal proceeding, the person may be indemnified only if he or she
had no
reasonable cause to believe that the conduct was unlawful. The
Association
shall not indemnify a person who is found liable to the Association or
is found
liable to another on the basis of improperly receiving a personal
benefit. (b)
The termination of a proceeding by judgment,
order, settlement, conviction, or on a plea of nolo contender,
settlement,
conviction, or on a plea of nolo contendere or its equivalent does not
necessarily preclude indemnification by the Association. (c)
The Association shall pay or reimburse
expenses incurred by a Director, officer, committee member, employee,
attorney
or agent of the Association in connection with the person's appearance
as a
witness or other participation in a proceeding involving or affecting
the
Association when the person is not a named defendant or respondent in
the
proceeding. (d)
In addition to the situations otherwise
described in this paragraph, the Association may indemnify a Director,
officer,
member, committee member, employee, or agent of the Association to the
extent
permitted by law. However, the Association shall not indemnify any
person in
any situation in which indemnification is prohibited by the terms of
paragraph
11.01(a), above, except that the Association may purchase
indemnification
insurance in lieu of, or in addition to, the requirements of
indemnification as
set out in these Bylaws. (e)
Before the final disposition of a proceeding
the Association may pay indemnification expenses permitted by the
bylaws and
authorized by the Association. However, the Association shall not pay
indemnification expenses to a person before the final disposition of a
proceeding
if: the person is a named defendant or respondent in an proceeding
brought by
the Association or the person is alleged to have improperly received a
personal
benefit or committed other willful or intentional misconduct. (f)
If the Association may indemnify a person
under the bylaws, the person may be indemnified against judgments,
penalties,
including excise and similar taxes, fines, settlements, and reasonable
expenses
(including attorney's fees) actually incurred in connection with the
proceeding.
However, if the proceeding was brought by or on behalf of the
Association, the
indemnification is limited to reasonable expense actually incurred by
the
person in connection with the proceeding. Procedures
Relating to Indemnification Payments 11.02.
(a) Before the Association may pay any indemnification expenses
(including
attorney's fees), the Association shall specifically determine that
indemnification is permissible, authorize indemnification, and
determine that
expenses to be reimbursed are reasonable, except as provided in
paragraph
12.02(a), below. The Association may make these determinations and
decisions by
any one of the following procedures: (i)
Majority vote of a quorum consisting of
Directors who, at the time of the vote, are not named defendants or
respondents
in the proceeding. (ii) If
such a quorum cannot be obtained, by a
majority vote of a committee of the Board of Directors, designated to
act in
the matter by a majority vote of all Directors, consisting solely of
one or
more Directors who at the time of the vote are not named defendants or
respondents in the proceeding. (iii)
Determination by special legal counsel
selected by the Board of Directors by vote as provided in paragraph
11.02(a)(i)
or 11.02(a)(ii), or if such a quorum cannot be obtained and such a
committee
cannot be established, by a majority vote of all Directors. (b)
The Association shall authorize
indemnification and determine that expenses to be reimbursed are
reasonable in
the same manner that it determines whether indemnification is
permissible. If
the determination that indemnification is permissible is made by
special legal
counsel, authorization of indemnification and determination of
reasonableness
of expenses shall be made in the manner specified by paragraph
11.02(a)(iii) or
(iv), above, governing the selection of special legal counsel. A
provision
contained in the articles of incorporation, the bylaws, or a resolution
of
members or the Board of Directors that requires the indemnification
permitted
by paragraph 11.01, above, constitutes sufficient authorization of
indemnification even though the provision may not have been adopted or
authorized in the same manner as the determination that indemnification
is
permissible. (c)
The Association shall pay indemnification or
advance of expenses shall be reported in writing to the Board of
Directors of
the Association. The report shall be made with or before the notice or
waiver
of notice of the next membership meeting, or with or before the next
submission
to members of consent to action without a meeting. In any case, the
report
shall be sent within the 12-month period immediately following the date
of the
indemnification or advance.
ARTICLE
TWELVE AMENDMENTS
TO THE BYLAWS Amendment
Procedure 12.01. The
Bylaws may be altered, amended, or
repealed; and new bylaws may be adopted by the Board of Directors. The
notice
of any meeting involving bylaw revisions shall include the text of the
proposed
bylaw provisions as well as the text of any existing provisions
proposed to be
altered. Alternatively, the text may include a fair summary of those
provisions. 12.02. The
general membership may petition the
Board of Directors for an amendment to the Bylaws with signatures to
the
petition of at least one percent of the Association's membership. The
petition
form will include signature, printed name, address, and membership
number for
each signing member. Amendment
Approval 12.03. These
Bylaws may be amended upon vote of two
thirds of the total number of persons comprising the Board of Directors
as
herein defined, at any regular or special meeting wherein written
notice of the
proposed amendment has been given to the Board. NOTICES NOTICE
BY MAIL OR TELEGRAM OR FACSIMILE 13.01. Any
notice required or permitted by the
bylaws to be given to a member, Director, officer, or member of a
committee of
the Association may be given by mail or telegram or facsimile. If
mailed, a
notice shall be deemed to be delivered when deposited in the United
States mail
addressed to the person at his or her address as it appears on the
records of
the Association, with postage prepaid. If given by telegram or
facsimile, a
notice shall be deemed to be delivered when sent and addressed to the
person at
his or her address as it appears on the records of the Association. A
person
shall be responsible to change his or her address by giving written
notice to
the secretary of the Association. Signed
Waiver of Notice 13.02. Whenever
any notice is required to be
given under the provisions of the Act or under the provisions of the
articles
of incorporation of the bylaws, a waiver in writing signed by a person
entitled
to receive a notice shall be deemed equivalent to the giving of the
notice. A
waiver of notice shall be effective whether signed before or after the
time
stated in the notice being waived. Waiver
of Notice by Attendance 13.03. The
attendance of a person at a meeting
shall constitute a waiver of notice of the meeting unless the person
attends
for the express purpose of objecting to the transaction of any business
because
the meeting is not lawfully called or convened. ARTICLE
FOURTEEN SPECIAL
PROCEDURES CONCERNING MEETINGS MEETING
BY TELEPHONE 14.01.
The members, Board of Directors, and any
committee of the Association may hold a meeting by telephone
conference-call
procedures in which all persons participating in the meeting can hear
each
other. The notice of a meeting by telephone conference must state the
fact that
the meeting will be held by telephone as well as all other matters
required to
be included in the notice. Participation of a person in a
conference-call
meeting constitutes presence of that person at the meeting. Decision
Without Meeting 14.02.
Any
decision required or permitted to be made at a meeting of the members,
Board of
Directors, or any committee of the Association may be made without a
meeting. A
decision without a meeting may be made if a written consent to the
decision is
signed by all of the person entitled to vote on the matter. The
original signed
consents shall be placed in the Association minute book and kept with
the
Association's records. Voting
by Proxy 14.03. Proxy voting shall not
be allowed for any
office or at any meeting of the Association or committee. ARTICLE
FIFTEEN ORDER
OF BUSINESS AGENDA 15.01. The
following shall be the regular order
of business at all regular and called meeting of the Board of Directors: Roll
Call Approval
of minutes of previous meeting Reports
of Officers Reports
of Committees Election
and installation of Officers Old
business New
business Resolutions Parliamentary
Authority 15.02. Robert's
Rules of Order Newly Revised
shall govern the deliberations of all meetings of the Members, Board of
Directors, Executive Committee, and all Committees unless specific
exceptions
are made. ARTICLE
SIXTEEN MISCELLANEOUS
PROVISIONS LEGAL
AUTHORITIES 16.01.
The Bylaws shall be interpreted in
accordance with the laws of the State of Arkansas. Legal
Construction 16.02. If
any Bylaw provision is held to be
invalid, illegal, or unenforceable in any respect; the invalidity,
illegality,
or inability to enforce shall not affect any other provision. Headings 16.03. The
headings used in the Bylaws are used
for convenience and shall not be considered in construing the terms of
the
Bylaws. Gender,
Number, Denotation 16.04.
Wherever the context requires, all words
in the Bylaws in the male gender shall be deemed to include the female
or
neutral gender, all singular words shall include the plural, and all
plural
words shall include the singular. Wherever the context requires, all
denotation
in these Bylaws of the Association as an association or the Association
as a
corporation shall be deemed interchangeable for the purposes of
determining
that this Association is a non-profit Association organized in the
state of
Arkansas. Power
of Attorney 16.05. A
person may execute any instrument
related to the Association by means of power of attorney if an original
executed copy is provided to the Secretary of the Association to be
kept with
Association records. Parties
Bound 16.06. The
Bylaws shall be binding upon and inure
to the benefit of the members, Directors, officers, committee members,
employees, and agents of the Association and their respective heirs,
executors,
administrators, legal representatives, successors, and assigns except
as
otherwise provided in the Bylaws. ARTICLE
SEVENTEEN TENURE
AND DISSOLUTION 17.01. The
Association will never issue stock of
any kind or nature, but will issue membership certificates to its
Members. No
portion of the net income of the Association shall be distributed or
inure to
the benefit of any such members. In the event of dissolution, the
assets
remaining shall be distributed to the National Rifle Association
Foundation. 17.02. Any
assets not so distributed by the Association
in accordance with the foregoing provisions as selected by order of the
appropriate state district court acting in its ministerial and not its
judicial
capacity, and such organizations to which distribution shall be made in
accordance with such order, and in accordance with the terms and
conditions of
this provision in its entirety, shall be such organizations which will
best
accomplish the purposes for which this Association is organized. ARTICLE
EIGHTEEN PROSCRIBED
CONDUCT FOR OFFICERS AND DIRECTORS 18.01.
Conduct warranting investigation and
disciplinary action includes, without limitation: (a) Abusing ones
position as a Director or
Officer for personal aggrandizement or preferment, or private benefit
or for
the benefit of other persons or organizations; (b)
Dereliction of one's fiduciary obligations
to the Association; (c)
Illegal or dishonest conduct; willfully
misrepresenting the business, deliberations or affairs of the Board of
Directors, the Association or its good name and reputation; (d)
Willful false or unsupported allegations
of misconduct; (e)
Willfully making false statements or
representations; (f)
Violating one's obligation of loyalty to
the Association; (g)
With due recognition of one's right to a
difference of opinion, disparagement of the Board of Directors, the
Association, or its Officers; (h)
Unauthorized disclosure of any matter
discussed or acted upon in a Session of the Board or a Committee
Meeting; CERTIFICATE
OF SECRETARY/TREASURER I
certify that I am the duly elected and acting secretary of the Arkansas
Rifle
& Pistol Association and that the foregoing Bylaws constitute the
Bylaws of
the Association. These Bylaws were duly adopted by the Board of
Directors on
the 11th day of January, 2009.
Nancy J
Nevins Secretary/Treasurer of the Arkansas Rifle & Pistol Association |