OSCEOLA ROD AND GUN CLUB INC.
2097 – 90th Ave. Dresser, Wisconsin 54009
PO Box 35 Osceola, WI 54020
BY-LAWS
REVISED July, 2024
Article 1. Name
1.1 The Name of This Corporation. The Osceola Rod and Gun Club Inc., as filed with the Secretary of State in the State of Wisconsin on 25 October 1957.
1.2 THE PURPOSE OF THIS CORPORATION: The purpose of this Corporation shall be to promote the social and educational advancement of its members. To promote the art of shotgun, rifle, handgun, angling, and archery shooting. To promote good sportsmanship among the members and among the public, generally, in community service. To advocate for the Constitutional right to keep and bear arms, hunting and fishing regulations and the betterment of all wildlife. To do all things necessary to achieve these purposes, including the purchasing, leasing, mortgaging, or otherwise acquiring title to real and personal property for the use said Corporation shall deem
proper.
Article 2. Location
2.1 THE CLUBHOUSE AND SHOOTING FACILITIES OF THIS CORPORATION: Are located at; 2097– 90th Ave. Dresser, Wisconsin 54009
2.2 THE REGISTRATION OFFICE: of this corporation shall be at the resident of the current secretary.
2.3 BOOKS, RECORDS, AND FINANCIAL STATEMENTS: of this corporation shall be kept at its registered office, place of business, and at its registered agents (secretary) address. These include current complete and up-to-date copies of its Articles of Incorporation, By-Laws, accounting records, minutes of the meeting of members and directors, and committees having Board approval.
ARTICLE 3: MEMBERSHIP
3.1 MEMBERSHIP: Persons eighteen (18) years of age and over, of good character and interested in the objectives and purposes of this Corporation are eligible for membership in the Osceola Rod and Gun Club. Members shall have a voting right on all matters requiring club membership and shall have the right to participate in all club activities. Junior members are persons under the age of eighteen (18), of good character and interested in the objectives and purpose of this corporation. They are afforded the rights to participate in the functions of the club on a non-voting basis and shall not be eligible to establish membership longevity until the age of (18).
A. There shall be no fees for a junior member if their legal guardian is a paid member.
B. Fees for non-affiliated juniors will be set by the Board.
C. All juniors must provide written, signed consent from their parents or guardian before they will be allowed to partake in shooting events.
D. Hunter safety certificates are required by all Junior members who participate in any shooting event. Juniors without certificates, must be accompanied during shooting by their guardian. 3.2 DUES: Membership dues, assessments, or fees will be set by the governing body (Board). The membership year will start on February 1st and end on January 31st .
3.3 CANCELLATION OF MEMBERSHIP: Membership will be deemed canceled or delinquent if assessments and fees remain unpaid beyond 30 days from February 1st each year, resulting in loss of membership privileges unless reinstated or payments are made within this period.
3.4 TERMINATION OF MEMBERSHIP: A membership may be suspended or terminated only after taking into consideration all the relevant facts and circumstances shown in a written complaint of three (3) or more members, addressed to the Board of Directors.
A. Not less than ten (10) days prior written notice of suspension or termination and reason for it.
B. Offering the opportunity for the member to be duly heard, in writing or at a personal appearance before the governing body (Board) of the club not less than ten (10) days before the effective date. Failing to appear or reply to the summons may be reason for expulsion.
C. No member shall be expelled by less than two thirds vote at a Quorum meeting of the Board which will be reflected in the minutes. 3.5 VOTING PRIVILEGE: AII members with voting rights shall not be allowed to accumulate more than one (1) vote by any means and shall cast no more than one (1) vote for each subject or topic at any club function.
A. (Household memberships) The spouse of any member may be allowed the
privilege to vote providing that:
1. He or she is active in club functions.
2. There shall be no proxy voting.
ARTICLE 4: MEETINGS
4.1 ANNUAL MEMBERSHIP MEETING: The annual meeting shall be held at a time and place designated by the Board of Directors of the club. The notice of the time and place of said meeting shall be posted at the Club, placed on the Club’s master calendar, and sent to all members by e-mail or if requested by written notification not less than ten (10) calendar days prior to the meeting.
4.2 SPECIAL MEMBERSHIP MEETINGS: May be called by the governing body (Board) of the club. The purpose of the special meeting will be clearly identified within
the notification requirements as stated for the annual membership meetings.
4.3 MONTHLY MEMBERSHIP MEETINGS: A regular monthly meeting of the membership shall be held at the registered address on the last Monday of the month, or a suitable time and place if five (5) days prior notice is given.
4.4 BOARD OF DIRECTORS MEETINGS: May be called by the President or Vice President in the absence of the President, as a required meeting when needed.
A. Notice of Board meeting shall be given to the officers and directors by a designated officer not less than five (5) days prior to the meeting.
4.5 QUORUM: Shall consist of four (4) members for the Board of Directors meetings. For membership meetings, the majority of the members present, at the call of the meeting to order, shall consist of a quorum. If a member should leave before a vote is taken, the initial count will prevail to hold a legal election or vote.
ARTICLE 5. OFFICERS
5.1 OFFICERS OF THE OSCEOLA ROD AND GUN CLUB: consist of, President, Vice President, Secretary, and Treasurer, all who have been members of this club in
good standing for a minimum of three (3) consecutive years.
5.2 TERM OF OFFICE: Officers shall hold office for a term of one (1) year.
5.3 VOTING POWER: the president shall be the only officer with voting power at meetings of the Board of Directors, however, he shall only cast a vote to determine the results of a tie. 5.4 VACANCIES: vacancies that result from any cause will be filled by the next nominee from the last election. If no nominee is available, the Board of Directors shall appoint an officer.
A. The Presidential vacancy will be filled by the Vice President.
B. In the event of a vacancy of both President and Vice President, the Secretary shall call the meeting to order and preside, or until the election of the chairman pro tempore. 5.5 PRESIDENT: The president shall be the Chief Executive Officer and shall have general active management of the Osceola Rod and Gun Club Inc… He or she shall preside at all meetings of the club. He or she may be the chairperson of committees. He or she shall see that the orders and resolutions of the Board are carried into effect. Shall maintain records of, and, when necessary, certify proceedings of the Board and members as taken by the Secretary. Shall sign and deliver in the name of the corporation those mortgages, bonds, contracts, deeds or any instrument pertaining to the operation of the Osceola Rod and Gun Club Inc., except as otherwise covered by the Articles of Incorporation, By-
Laws, or by the Board and designated to another person of the incorporation.
A. In general, the President or presiding officer shall, to the best of
their ability, conduct meetings using “Roberts Rules of Order.” Any
procedural conflicts shall be resolved from these rules. 5.6 VICE PRESIDENT: By request, absence or disability of the President, the Vice President shall perform the duties of the President.
5.7 CORPORATE SECRETARY: He or she shall be responsible for all club records and the corporate seal; be responsible for club-correspondence, give notice to all
meetings in the matter as prescribed in these By-Laws. He or she shall notify all members by e-mail of club activities.
A. Keep digital and written minutes of all general business meetings; shall keep records of all committees, events, shooting awards, and other activities for the posterity of the club.
B. He or she may sign membership cards and maintain an up-to-date records of the club’s membership, current and past to the extent of their years of membership. The Club Manager or any Club officer or delegated authority may also be able to sign membership cards.
C. He or she shall sign official documents of the Corporation when requested. He or she shall keep Corporation documents and instruments in a safe deposit box. The Secretary and Treasurer shall retain the keys to said repository. 5.8 Treasurer: The Treasurer shall serve as an elected officer and non-voting member of the Executive Board of Osceola Rod and Gun Club. The Treasurer of Osceola Rod and Gun Club shall be responsible for overseeing the financial matters of the organization, ensuring fiscal
transparency, and maintaining accurate financial records. The Treasurer shall work in conjunction with the Bookkeeper to fulfill these duties.
1. Duties
a. Financial Record Keeping: The Treasurer, in coordination with the Bookkeeper, shall maintain accurate and up-to-date financial records, including income, expenses, and account balances.
b. Budget Management: The Treasurer shall assist in the development of an annual budget, present it for approval to the Board of Directors, and ensure compliance with the approved budget.
c. Financial Reporting: The Treasurer shall prepare regular financial reports for the Board of Directors and members of the organization, providing a clear overview of the organization’s financial status. Submit financial
reports at each monthly meeting and the Annual Membership Meeting, income statement, balance sheet, and statement of cash flow.
D. Banking and Financial Transactions: The Treasurer, along with the Bookkeeper, shall oversee banking activities, including deposits, withdrawals, and payments. All financial transactions must be conducted in accordance with established policies and procedures.
e. Auditing: The Treasurer shall collaborate with the appointed auditors to facilitate annual financial audits and ensure financial transparency.
f. Tax Compliance: The Treasurer shall work in cooperation with both the bookkeeper and tax preparers filing necessary tax documents.
g. The office of Treasurer shall be covered by a surety bond in the amount determined by the Board, in favor of the Osceola Rod and Gun Club as a security of funds of the corporation in his or her possession.
5.9 COMPENSATION: the President or Vice President shall receive no salary or pecuniary compensation for their services as in the capacity of officer. Any salary for the corporate secretary or treasurer shall be prescribed by the governing body (Board) of the club. Officers may be reimbursed for out-of- pocket expenses necessarily incurred while performing their duties.
ARTICLE 6. BOARD OF DIRECTORS
6.1 The Board of Directors: shall consist of six (6) members.
6.2 ELECTION AND QUALIFICATION: Directors must be in good standing having completed a minimum of three (3) years of membership and elected by a plurality of votes cast by members, by secret ballot, at the annual meeting, from a slate presented by the nominating committee and such candidates that may be nominated from the floor at the annual meeting.
6.3 TERM OF OFFICE: Each Director shall serve two (2) years. Three (3) directors shall be elected on even numbered years and three (3) shall be elected on the odd numbered years to maintain staggering terms. He or she may be nominated to serve consecutive terms.
6.4 VACANCIES: In the event of a vacancy between annual meetings, the next nominee with a plurality of votes from the last election shall fill the vacancy for the remaining term. If no nominees are available, a new director will be appointed by the governing body (Board).
6.5 AUTHORITY: The Board of Directors shall govern and be responsible for the management, business affairs, and property of the club. Shall have the power to fill elective and appointed offices as stipulated in these By-Laws. The Board of Directors shall generally have full power to do, or require to be done, everything necessary and expedient for the promotion, protection, and welfare of the club.
6.6 VOTING POWER: Each Director shall be entitled to one vote. Proxy voting by a Director will be allowed by notifying the Secretary (or officer), in advance, the name of the person who shall cast their vote. This procedure is required for each meeting the Director will be absent.
6.7 COMPENSATION: No member in the capacity of Director, shall receive any salary, pecuniary compensation or benefits for his services, but may, upon
approval from the Board, be reimbursed for out-of-pocket expenses necessarily incurred in the discharge of his or her duties as such.
ARTICLE 7. COMMITTEES:
7.1 SPECIAL COMMITTEES: The President shall appoint special committees from the Board or members as may be necessary and shall assign duties of such bodies. All committees are always subject to the direction and control of the Board. Resolutions approved by the Board that require committee action shall be examined by said committee and acted upon to the extent provided in the resolution.
A. Committee shall consist of one (1) or more members, who need not be Directors or Officers, appointed by the President or if directed by the Board.
B. Written minutes will be kept of all committee meetings and made available to the Board.
7.2 PLANNING COMMITTEE: Shall meet once every six (6) months and report proposals or conclusions to the Board of Directors.
7.3 NOMINATING COMMITTEE: May consist of an equal number of members and board members, officers, and chairperson. Should be organized two (2) months before the annual meeting. The duties for guidelines of this committee will be attached to these by-laws as an addendum.
7.4 BYLAWS COMMITTEE: This committee ensures our governing documents remain clear, current, and aligned with our organizational needs. Their careful review and thoughtful recommendations help strengthen our structure and support the continued success of our work.
ARTICLE 8. BY-LAW AMENDMENTS FOR REVISIONS
8.1 AMENDMENTS TO THE BY-LAWS: of the Osceola Rod and Gun Club must be approved by a majority of voting members at its Annual Membership Meeting. The procedure to amend the by-law’s is as follows:
A. Author of proposed amendment must submit a proposal, along with a statement of rationale, to the Board of Directors for referral to the By-Laws Committee, not less than ninety (90) days prior to the Annual Membership Meeting.
B. The By-laws Committee, after reviewing the proposal, shall submit it back to the Board, properly drafted with their recommendations to approve or disapprove.
C. The Board will review the proposed amendment and establish by plurality vote, their recommendation(s) before sending it to the general membership for their decision.
D. The Corporate Secretary will e-mail proposed amendment(s) to the membership, along with the notice of the annual meeting (or special meeting) at least ten (10) calendar days prior to the meeting date.
E. The By-laws Committee Chairman will present each proposed amendment to the membership at the annual meeting. This presentation will consist of, Author’s name, statement of rationale, and the Board’s recommendation. The President will also afford an opportunity for each member in attendance to speak for or against the proposal(s).
F. Voting: A paper ballot will be given to all voting members, either as a part of or as a separate attachment to the regular ballot. It will state the contents of the proposal as it will appear in the bylaws and offer a place for an affirmative or negative vote.
8.2 BY-LAW AMENDMENTS BY THE BOARD: The Board may amend the By- Laws only to comply with State and Federal regulations. Any such amendments shall be emailed to the membership within ten (10) calendar days of adoption, and members, using the procedures set forth in Section 8.1 above, may repeal such an amendment.
ARTICLE 9. FUNDS
9.1 DEPOSITORY: The club funds shall be deposited in a Federally insured financial institution as recommended by the Treasurer and approved by the Board. The checking and savings account, and safety deposit box shall be maintained at said institution. Keys to the safety deposit box shall be in the possession of the Treasurer and the Corporate Secretary.
9.2 CHECK SIGNATURE: All checks issued on behalf of the Osceola Rod and Gun Club shall be endorsed by a Board-authorized signer.
9.3 EXPENDITURES: Any expenditure over the allowed amount set by the Board, or any major changes to the club’s operation, must receive final approval at a Board of Directors meeting. The final decision of the Board may be overturned by a two thirds (2/3) majority vote of the club’s members at a special membership meeting called specifically for this purpose. A minimum of 75 club members must be present at this special membership meeting.
A. The allowed expenditure amount may be reviewed each year at the annual Board of Directors meeting to determine if changes are deemed necessary.
ARTICLE 10. BOARD APPOINTMENTS
10.1 APPOINTMENTS: Are, the club manager, the various league secretaries, and the trap personal foreman.
10.2 CLUB MANAGER: The Club Manager cannot serve on the Executive Board while employed as Club Manager.
10.3 SPECIFIC JOB DESCRIPTIONS: A complete up-to-date listings shall be kept attached as an addendum to these By-Laws. They should be made available to any voting member upon request.
10.4 COMPENSATION: The compensation of all appointees, if any, will be established by the Board of Directors. Periodic compensation reviews, if deemed necessary, will be conducted accordingly by the Board.
ARTICLE 11. Dissolution Authorization
11.1 The Osceola Rod and Gun Club (the “Organization”) May be dissolved upon the affirmative vote of two-thirds (2/3) of the members present at a meeting called specifically for that purpose, provided that written notice is given to all members at least 30 days in advance, and the proposed dissolution is included in the notice.
11.2 Distribution of Assets
Upon the dissolution of the Organization, and after paying or making provision for the payment of all liabilities and obligations of the Organization, the remaining assets shall be distributed exclusively for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Such assets shall be distributed to one or more qualified charitable, educational, or conservation organizations that support outdoor education, conservation, wildlife management, or shooting sports and are themselves exempt under section 501(c)(3). The specific recipients shall be determined by a majority vote of the Board of Directors at the time of dissolution.
11.3 Prohibited Benefit
No part of the net earnings or assets of the Organization shall inure to the benefit of, or be distributable to, its members, officers, directors, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws and the Articles of Incorporation.
11.4 Compliance with Federal and State Law
This Dissolution Policy shall be interpreted in a manner consistent with the requirements of section 501(c)(3) of the Internal Revenue Code and applicable state law governing nonprofit organizations.