Webmanager's Note: Indentation on web pages is tricky so the "legal" numbering system was chosen with this in mind. In standard outline form, each additional digit in the lead string of digits should cause an indentation...Article 1, below should have three levels of indentation.
Because of html coding problems multiple levels of indentation as are present in Articles 4 and 5 would make this document extremely long and some items would be indented so deeply that each line of text would be only a few words wide. Do the best you can.
The motion to amend the former (Nappen) bylaws was seconded and carried unanimously at a Special Meeting of the Membership of the Wayside Skeet Club on Sunday, April 4, 2004.Subsequently a proposal was made and was supported by the Board of Directors that several minor changes to those bylaws be made at the November 21, 2004 Annual Meeting of the Membership...the gist of which was that the Board of Directors relinquished its final approval to the Membership Committee before a probationary member becomes a full member. Those changes were in Section 4 and Section 5. At the Annual Meeing held November 19, 2006, the requirement of having a Spring Meeting of the Membership was eliminated and the percentage of Board of Directors to have a quorum was changed from 66.6% to 50%.
After a proposal by the Board of Directors and after due action by the membership at the November 15, 2009 Annual Meeting, Article 4.4.3 was eliminated and Article 4.4.4 was redesignated as 4.4.3.
These bylaws under Section 4.9 were duly amended on December 4, 2011 at the Annual Meeting of the Membership.
No offense is intended as these bylaws are written with the male pronouns "he" and "his." If at each use of "he" or "his," this document used "he/she" and "his/hers," its readability and comprehension would be hampered.
1. Organization and Operations
1.1. The name of this corporation is "Wayside Skeet Club".
1.2. The corporation shall have a seal which shall be in the following form:
1.2.1. The words: "WAYSIDE SKEET CLUB - Incorporated 1970" within a double circle which surround the depiction of a mosquito flying through and breaking a skeet target.
1.2.2. If necessary, a standard red seal may be used in place of the aforementioned corporate seal.
1.3. The accounting year of the corporation shall commence on January 1st and end on December 31st of each year.
1.4. The Club shall be organized in accordance with the rules prescribed by the National Board for the Promotion of Rifle Practice. See 220.127.116.11
2. Purpose and Mission
2.1. As stated in the Certificate of Incorporation, as it may be amended;
2.1.1. To educate the public and club membership in the promotion of rifle and pistol marksmanship, target shooting, firearms safety, the conservation of wildlife, good sportsmanship and civic responsibilities;
2.1.2. To take and hold by bequest, devise, gift, grant, purchase, lease or otherwise any property, real, personal, tangible or intangible, or any undivided interest therein, without limitation as to amount or value; to sell, convey, or otherwise dispose of any such property and to invest, reinvest or deal with the principal or the income thereof in such manner as, in the judgment of the Board of Directors, will best promote the purposes of the corporation;
2.1.3. To cooperate with individuals, groups (public or private) and governmental organizations to the aforesaid ends and in the foregoing activities;
2.1.4. To collect, solicit and otherwise raise money from private and public, domestic and foreign sources and distribute and expend it for the furtherance of the purposes contained herein;
2.1.5. To do any other act or thing incidental to or connected with the foregoing or in advancement thereof, but not for the pecuniary profit or the financial gain of its directors or officers except as may be permitted by law;
2.1.6. The corporation shall have all the powers provided for nonprofit corporations by the laws of the State of New Jersey, but such powers shall be used only in furtherance of the purposes set forth herein;
2.1.7. The enumeration of the aforesaid purposes and powers shall not be deemed to limit or restrict the general powers of the corporation, and the enjoyment and exercise thereof, as conferred by the laws of the State of New Jersey upon nonprofit corporations.
2.2. FIREARMS SAFETY AND HUNTING EDUCATION. The Club, through its members, will make best efforts to educate its members, guests and the public at large in the area of firearms safety and shooting sports education. This includes, but is not limited to, speaking at public events and to the media, individualized instruction and the printing, publishing and/or dissemination of safety information. The Club shall diligently promote the Rules of Safety and the Code of Ethics.
3. Physical Location
3.1. PRINCIPAL OFFICE. The principal office of this corporation in the State of New Jersey shall be located at: 621 Green Grove Road, Tinton Falls, New Jersey and may be changed as is necessary by a 3/4 (75%) majority of all members in good standing on the rolls of the corporation.
3.2. OTHER OFFICES. The corporation may have such other offices within the State of New Jersey, as the Board of Directors may [form] from time to time determine.
4. Members and Membership
4.1. NUMBER. The number of authorized members shall be determined by the Board of Directors .
4.2. QUALIFICATIONS OF REGULAR MEMBERS.
4.2.1. Members must be 18 years of age or older.
4.2.2. New members must be sponsored by a current member in good standing.
4.2.3. A new member must be approved for full membership by the Membership Committee.
4.2.4. Members must hold a valid New Jersey Firearms Purchaser Identification Card or any like certification as may be issued by their home state or municipallity.
4.2.5. Members must be members in good standing of the National Rifle Association of America.
4.2.6. Members must pledge to abide by the Rules of Safety, the Code of Ethics, and the general rules of the organization.
4.2.7. All members of the immediate family (spouse and children under the age of 23) of a Member in Good Standing shall be given all rights of membership and shall be subject to all membership rules except:
18.104.22.168. Such immediate family members shall not be counted for the purpose of determining an opening on the membership rolls of the club, shall not be required to pay dues, shall not be allowed to vote, shall not hold elective office, shall not be authorized to sponsor a new member and shall not be required to be a member of the NRA.
22.214.171.124. Children (under the age of 18) of members must be accompanied by a parent at all times, need not be 18 years of age to shoot skeet, and need not possess a NJ Firearms ID Card.
126.96.36.199. With written parental permission, children between the ages of 18 and 23 and "qualified" by the club’s Safety Committee may shoot skeet without being accompanied by a parent.
188.8.131.52. Children (of any age) of a member, actively serving in the US Military, may shoot as an immediate family member.
4.3. APPLICATIONS FOR MEMBERSHIP. Applications for membership on file with the membership committee shall be considered on a first come, first served basis for purposes of the membership waiting list. If an opening on the membership list becomes available, the Membership Committee Chairman shall contact the first applicant on the Club waiting list. If the first applicant on the Club waiting list declines to join, the chairman shall continue down the list until an applicant agrees to join the Club.
4.3.1. The Membership Committee may, however, consider the name of an immediate relative of a current member of the Wayside Skeet Club before it considers anyone on the waiting list.
4.3.2. If a shareholder of the Wayside Land Company, Inc. applies for membership, he shall be given priority over both relatives of current WSC members and others on the waiting list.
4.3.3. If an applicant on the waiting list declines membership under the conditions noted above, his name shall be moved to the bottom of the active waiting list but he shall not be required to reapply nor to pay an additional (application) fee.
4.3.4. See Probation Period, below
4.4. DUES AND ASSESSMENTS. Initiation Fee, Assessments and Annual Dues will be set annually by the Board of Directors.
4.4.1. Dues and Assessments are payable on or before January 1st of each year. Any member failing to pay his dues by that date shall forfeit shooting privileges and shall not be permitted to use the club's facilities. Any member failing to pay his dues or assessments within 45 days after January 1st shall forfeit all membership privileges and shall be immediately removed from the club’s membership rolls.
4.4.2. A former member may renew his lapsed membership within one year without repaying an initiation fee, providing that the membership roles have not been filled.
4.4.3. Eliminated by action of the membership on November 15, 2009
4.4.3. RESIGNATION. Upon resignation, lapse of membership or dismissal for cause, there shall be no refund of initiation fees or dues.
4.5. GUESTS. Guest attendances shall be limited as per the Club’s Rules and Regulations. All guests, while on club property, must be accompanied by their host club member and must obey all club rules.
4.6. MEMBERSHIP CARDS. Membership Cards shall be validated by the President or another officer. Membership Cards are the property of the Club and shall be surrendered upon resignation, dismissal, revocation or request by the Board of Directors . Membership Cards shall contain the following statement :
4.6.1. "New Jersey Statutes Title 2C:39-6f;
184.108.40.206. Nothing in subsection b., c., and d. of N.J.S. 2C:39-5 shall be construed to prevent: (1) A member of any rifle or pistol club organized in accordance with the rules prescribed by the National Board for the Promotion of Rifle Practice, in going to or from a place of target practice, provided that the club has filed a copy of its charter with the superintendent and annually submits a list of its members to the superintendent and provided further that the firearms are carried in the manner specified in subsection g. of this section."
4.7. RULES AND REGULATIONS. All members and guests must obey all Club regulations and bylaws and the Corporate Charter. The Board of Directors shall enact the Club’s rules and regulations by majority vote.
4.8. Probation Period for New Members
4.8.1. The Membership Committee shall review and approve or disapprove the acceptance of each new member at the end of the Probation Period. The chairman of the Membership Committee shall inform the candidate of all decisions of the Membership Committee regarding the candidate's membership.
4.9. MEETINGS OF THE MEMBERSHIP
4.9.1. NOTICE. The Secretary of the organization shall send notice of all Annual and Semi-Annual Meetings of the Membership to every member in good standing on the rolls of the organization according to the following process.
a. Notice of the time, place and purposes of every meeting of members shall be given not less than 14 nor more than 60 calendar days before the date of the meeting, to each member of record entitled to vote at the meeting.
220.127.116.11. Annual Meetings of the Membership - Appropriate notice shall be sent by e-mail to members with e-mail accounts and by U. S. Postal mail to those without e-mail accounts.18.104.22.168. Special Meeting of the Membership - Appropriate notice shall be given at least 14 (but not more than 30) days prior to a specially called meeting.
22.214.171.124. Notice for any meeting of the membership at which a change of these bylaws shall be considered shall be sent at least 14 days prior to the scheduled meeting and shall contain appropriate documentation of the proposed change.
4.9.2. Robert’s Rules of Order shall be the parliamentary authority at all meetings of the membership.
NOTE: Nothing in these bylaws requires the Board of Directors to observe Robert’s Rules of Order.
4.9.3. Other operating procedures may be established through the Club’s Rules and Regulations.
4.9.4. ANNUAL [Text has been elimated by amendment. See below.] MEETINGS. When possible, Annual Meetings of the Membership shall be held in the month of November .[Text has been elimated by amendment. See below.]
4.9.5. [Text has been elimated by amendment. See below.]
4.9.6. SPECIAL MEETINGS OF THE MEMBERSHIP. Special meetings of the membership (corporation) may be called by the President and shall be called by him at the request in writing, addressed to him, by any three (3) members of the Board of Directors or by any ten (10) members in good standing. No other business, except that specified in the notice of meeting, may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4.9.7. QUORUM. For the purpose of conducting Club business, 10% of the entire membership list shall be considered a quorum at an Annual and Semi-Annual Meetings of the Membership. A quorum of members shall be 10% or more of all current members in order to conduct member business. See also 4.9.10 Adjournment of a meeting to a set time and place
4.9.8. ORDER OF BUSINESS AT AN ANNUAL [Text has been elimated by amendment. See below.] MEETING OF THE MEMBERSHIP
126.96.36.199. Call to order
188.8.131.52. Salute to the Flag
184.108.40.206. Roll Call of Members (Introduction of other attendees)
220.127.116.11. Introduction of Guests and Visitors
18.104.22.168. Officer and Trustee Reports
22.214.171.124.2. First Vice President (or President Elect if so designated)
126.96.36.199.5. Vice President(s) and other officers, if any have been elected
188.8.131.52. Report of the Board of Directors
184.108.40.206. Committee Reports
220.127.116.11. Old Business
18.104.22.168. New Business
22.214.171.124. Opening of Nominations (if an election is to be held at this meeting)
126.96.36.199. Report of the Nominating Committee (if an election is to be held at this meeting)
188.8.131.52. Close of Nominations (if an election is to be held at this meeting)
184.108.40.206. Elections (if an election is to be held at this meeting)
220.127.116.11. Announcements for the good of the corporation
18.104.22.168. Adjournment sine die
4.9.9. ORDER OF BUSINESS AT A SPECIAL MEETING OF THE MEMBERSHIP
22.214.171.124. The current WSC President calls the meeting to order and assumes the chair or appoints a chair for the meeting.
126.96.36.199. The chair states the business to be conducted.
188.8.131.52. The chair answers direct and relevant questions about the form of this special meeting and explains pertinent rules to be observed.
184.108.40.206. The chair of the meeting recognizes the Secretary or appoints a secretary pro tem to record minutes of the meeting.
220.127.116.11. The chair may appoint a Parliamentarian.
18.104.22.168. The chair calls for a roll call of members in good standing and present at the meeting. Secretary (pro tem) records responses.
22.214.171.124. The chair determines if a quorum is present. (e.g. Quorum [10%] of 120 Members = 12 members)
126.96.36.199. The chair introduces the Election Committee if an election of officers or trustees is on the published agenda of the meeting.
188.8.131.52. The chair calls for the report of the Nominating Committee if an election of officers or trustees is on the published agenda of the meeting.
184.108.40.206.1. REPORT OF THE NOMINATING COMMITTEE:
220.127.116.11.2. The chair of the Nominating Committee moves the nominations. A second is not required.
18.104.22.168.3. The chair of the meeting explains the format and rules of the election for trustee(s) or officer(s)...answers relevant questions about the election.
22.214.171.124.4. The chair reads (or causes the reading of) the names of valid voters as determined by the Election Committee. Asks if other valid voters are recently arrived since the roll call.
126.96.36.199.5. The ELECTION is held, ballots counted and the chair of the meeting announces the result(s)
188.8.131.52. The chair calls for other items on the agenda that have been published in the call to the meeting. Receives a motion and second. Calls for discussion.
184.108.40.206.1. Amendments, if moved are seconded, discussed and voted on and ultimately a final vote on the (amended) motion is taken. Tabulation is by the Election Committee. The chairman of the meeting announces the result of the vote on the original motion.
220.127.116.11. Pertinent questions about the outcome of the election are answered, if possible.
18.104.22.168.1. The business of the Special Meeting of the Membership having been completed, the meeting is duly adjourned.
22.214.171.124. NOTE: NO OTHER BUSINESS MAY BE DISCUSSED AT ANY SPECIAL MEETING OF THE MEMBERSHIP WITHOUT 100% APPROVAL OF ALL MEMBERS PRESENT!
4.9.10. ADJOURNMENT OF A MEETING TO A SET TIME AND PLACE.
126.96.36.199. Any number of members, whether or not a quorum is present, may, by a 2/3 majority of those present, adjourn any meeting of the membership to any other specific place or time.
188.8.131.52.1. Any number of Board of Director members, whether or not a quorum is present, may by a simple (50%+1) majority adjourn any Board of Director meeting to any other place or time.
184.108.40.206. When a meeting is adjourned to another time or place, it shall not be necessary (unless these bylaws otherwise provide) to give notice to others who are not in attendance of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.
220.127.116.11. Only business as might have been transacted at the original meeting, shall be transacted at the (reconvening of the) adjourned meeting,
18.104.22.168. If after the (first) adjournment, the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to due notice.
4.9.11. MEETING ATTENDANCE. All members are encouraged to attend annual and special meetings of the membership.
22.214.171.124. Members may attend all meetings of the Board of Directors and may be recognized by the chair of the meeting to speak, but are not entitled to vote.
4.10. LIST OF MEMBERS to be submitted annually
4.10.1. The list of club members and a list of the Club’s officer’s shall be certified by the Secretary and shall be submitted annually by the President to the Superintendent of State Police pursuant to N.J.S. 2C:39-6f(1) and N.J.S. 2C:58-3.1 and N.J.S. 2C:58-12 (in order to qualify as an "authorized" target range). A copy of the Club’s charter shall also be submitted annually to the Superintendent of State Police in conformance with N.J.S. 2C:39-6g(1) and N.H.S. 2C:58-3.1.
4.11. LIABILITY TO MEMBERS. The members of this corporation shall not be personally liable for its debts, liabilities or other obligations and additionally shall have such limited liability as is specified in the certificate of incorporation, as it may be amended and/or N.J.S. Title 15A.
4.12. REMOVAL OF MEMBER BY THE BOARD OF DIRECTORS. Any member of this organization may be removed, with cause, by a 3/4 (75%)majority vote of the Board of Directors at a special meeting of the Board of Directors called for that purpose.
4.12.1. COMPLAINTS. Any member may file, with the Board of Directors, a written complaint against any other member. If the complaint is a matter of safety or of the treasury, the complaint shall then first be submitted to the appropriate committee chairperson who shall investigate and file a written report with the Board of Directors. The Board of Directors will, prior to making any decision and in all cases hold a hearing regarding the complaint after written notice of the hearing has been mailed to all involved parties including all members of the Board of Directors, at least 14 days prior to the scheduled date of the hearing. The Board of Directors shall make a decision within two (2) weeks of that hearing.
4.12.2. Expulsion For Cause - Defined: Any member may be expelled from the Wayside Skeet Club for offenses including (but not limited to) fighting (physical assault), misuse, willful destruction or theft of club property, misappropriation of club funds, stealing the property or willful destruction of personal property of members or their guests or for any other crime punishable by law.
126.96.36.199. Any member found guilty of a felony by any state or county court may be expelled from the Wayside Skeet Club.
4.12.3. RIGHT OF APPEAL for Expulsion
188.8.131.52. Notice of Appeal By the Member - A member, once having been notified of the Board of Director's decision to expel him from the club, shall have a Right of Appeal and that right shall be preconditioned upon said member serving a Notice of Appeal of the Board's decision upon the Club Secretary within sixty (60) days of the date of mailing of the notice of the decision to expel by the Board of Directors.
184.108.40.206. APPEALS BOARD
220.127.116.11.1. When necessary, an Appeal Board of three trustees shall be formed by randomly choosing three trustee’s names. This Board of Appeals shall hear all parties at a hearing convened at the convenience of all parties. The date of the hearing shall be set by the chairman of the Appeals Board. The hearing will be at the clubhouse of the Wayside Skeet Club and the date and time of such a hearing shall be posted at the clubhouse at least 10 days prior to said hearing.
18.104.22.168.2. The final opinion of the Appeal Board shall be in the form of a written report which shall be conveyed to the Board of Directors which shall consider the final opinion of the Appeal Board and make a final decision on the matter.
22.214.171.124. Member’s Appeal to the Membership. If, after the above appeals process has taken place, an expelled member wishes to appeal to the entire membership, he may do so at his own expense. Written notice shall be delivered by US Postal Service to every club member along with a statement which may be provided by the Board of Directors.
126.96.36.199.1. For the purpose of an appeal to the membership, the Board of Directors shall specify the parameters of calling a Special Meeting of the Membership, shall set the date of the Special Meeting and shall accomplish the actual mailing of the notification letters, the expense of which shall be borne entirely by the appealing former member.
188.8.131.52.1.1. The expelled member shall provide an appropriate number of stamped envelopes prestuffed with any document he wishes to be included in the letter. Postage shall be sufficient to include two additional standard letter size pages of text which may be provided by the Board of Directors.
184.108.40.206.2. At the time of such meeting, a simple majority of votes of the members present shall determine the final and unreviewable outcome of the appeal.
4.12.4. The Board of Directors may specify a lesser penalty than expulsion. (Such penalty may be the suspension of membership privileges for a specified time period as the Board shall determine on a case by case basis).
220.127.116.11. Temporary suspensions of a member by the Board of Directors are not subject to appeal.
5.1. GENERAL STATEMENT OF GOVERNANCE - This organization shall be operated for the benefit of its members by its elected officials either individually or as herein organized. The members of the organization shall meet at least annually and such meeting (the Annual and Semi-Annual Meetings of the Membership or "conventions") shall take precedent over all other bodies. Between annual, semi-annual (and/or special) meetings of the membership, the Board of Directors, made up of all elected Officers and all elected Trustees shall make all (strategic) decisions about the governance and operation of the organization and between the meetings of the Board of Directors, the Executive Committee, made up of all the elected Officers, shall make appropriate operational (tactical) decisions. Each elected Officer shall make appropriate day-to-day decisions as he is best qualified, according to his office. At any time that any governing individual or body (Officer, Executive Committee or Board of Directors) feels unsure of his/its decision, the decision shall be held over and a body of higher authority shall be convened and consulted, up to and including the whole of the membership. Committee Chairs and Members shall have no rulemaking authority and individual Board Members shall have no special powers other than those conveyed to Officers via these bylaws.
5.2. OFFICERS - EXECUTIVE COMMITTEE
5.2.1. QUALIFICATIONS OF OFFICERS. An Officer must be a dues-paying member in good standing of the Wayside Skeet Club. Each elected officer shall become a member of the Board of Directors so long as he holds office.
18.104.22.168. The President, Secretary & Treasurer shall be separate positions and in all situations, held by different persons and the President, Secretary and Treasurer may hold other positions of responsibility in the organization.
5.2.2. NOMINATION AND ELECTION
22.214.171.124. The Nominating Committee, constituted hereinafter, shall annually propose a slate of officers along with a slate of trustees at the Annual Meeting or any meeting at which an election is to be held.
126.96.36.199.1. The Nominating Committee shall obtain approval from each of its nominees before proposing his name for election.
188.8.131.52.2. Any member in good standing may propose his own name or the name of another member in good standing for consideration by the Nominating Committee
184.108.40.206.3. In addition to the nominations proposed by the Nominating Committee, nominations for any office and/or expiring trustee position may be made from the floor at any Annual Meeting of the Membership or at any meeting at which an election is to be held.
220.127.116.11.3.1. UNACCEPTED NOMINATIONS. If any member, duly elected as an Officer, fails to qualify to serve, the first non-elected member having received the highest number of votes shall be considered to have been elected.
5.2.3. THE OFFICERS of this corporation shall be as follows:
NOTE: All officers other than the four required officers, (Club President (COO), First Vice President (DOO), VP in Charge of Finance - Treasurer and VP in Charge of Records - Secretary, the current Board of Directors shall determine whether or not other officer positions are needed (annually every fall, prior to the elections at the Annual Meeting in November). All officers automatically become a member of the Board of Directors during the time that their position is authorized either by these bylaws or by the Board of Directors.
18.104.22.168. First Vice President
22.214.171.124. Vice President in charge of Finances - Treasurer
126.96.36.199. Vice President in charge of Records - Secretary
188.8.131.52. Other Offices (as may be annually authorized by the Board of Directors)
184.108.40.206.1. The Board of Directors may designate other Offices by a 2/3 (66.6%) vote of all Board Members then in office. Those offices may be filled pro tem by the Board of Directors as described herein but appropriate elections shall be conducted at the next annual meeting of the membership, and thereafter, annually, for any ongoing office.
NOTE: Four offices (President, First Vice President, Secretary and Treasurer) are initially authorized by these bylaws and upon need, as determined by 2/3 of all recognized Board of Director members, any new one year term office (position) may be designated and formed. Such officer shall automatically become a member of the Board of Directors and the Executive Committee so long as he holds office.
Examples of additional offices may be (but are not limited to) President Elect, VP in charge of Correspondence, VP in charge of Shooting, VP in charge of Safety, VP in charge of Communications, VP in charge of Social Affairs, etc.
220.127.116.11.2. By a 2/3 majority vote of the recognized members of the Board of Directors, the Board of Directors may discontinue any office except the offices of President, Secretary and Treasurer. Such discontinuance shall become effective at the next annual meeting.
18.104.22.168. Powers and Responsibilities of the elected Officers.
22.214.171.124.1. The elected President shall be the chief operating officer of the corporation and shall exercise general supervision and control over all activities of the corporation. The President:
126.96.36.199.1.1. Shall preside at all Meetings of Members;
188.8.131.52.1.2. Shall sign, with the secretary or other officer duly authorized by the Board of Directors , any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Directors or by these bylaws;
184.108.40.206.1.3. Shall perform all other duties generally incident to the office of Chief Operating Officer along with such other duties as may be prescribed by the Board of Directors;
220.127.116.11.1.4. Shall appoint the chairs of all committees, temporary (ad hoc) or permanent (standing);
18.104.22.168.1.5. Shall see that all books, reports and certificates, as required by law, are properly kept or filed; and
22.214.171.124.1.6. Shall be one of the officers who may sign the checks or drafts of the corporation.
126.96.36.199.1.7. The President, or his appointed Trustee, shall be a member "ex officio" of all standing and ad hoc committees, except as noted herein.
188.8.131.52.1.8. The President may approve the payment for club expenditures up to Two-Hundred Dollars ($200.00) and emergency repair expenditures up to Five-Hundred Dollars ($500.00), per occurrence, without explicit approval of the Board of Directors.
184.108.40.206.2. The First Vice President shall, in the event of the absence or inability of the President to exercise his office, become acting President of the corporation with all the rights, privileges and powers as if he had been the duly elected President.
220.127.116.11.2.1. If the Board has hereinafter formed the office of President Elect, the Elected President Elect shall become the next President without actual election as such.
18.104.22.168.2.2. The First Vice President shall act as the Chairman of (or as liaison to) the Membership Committee and shall keep or see to the proper keeping of the Membership Records of the corporation.
22.214.171.124.2.2.1. It shall be the responsibility of each member, individually, to see that his own proper and accurate mailing address is on record with the Membership Committee. Required notices mailed via the U. S. Postal Service to the address of record currently listed on the official roll of the organization shall be considered appropriate notification in all cases referenced by this document.
126.96.36.199.3. If so required by the Board of Directors, the Treasurer shall:
188.8.131.52.3.1. Give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Board of Directors may deem appropriate. The premium for such bond shall be paid for from the funds of the corporation;
184.108.40.206.3.2. Have charge and custody of, and be responsible for, all funds and securities of the corporation;
220.127.116.11.3.3. Receive and give appropriate receipts for monies due and payable to the corporation from any source and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors ; and shall
18.104.22.168.3.4. Promptly perform all duties generally incidental to the office of Treasurer and such other duties as may from time to time be assigned to the Treasurer by the Board of Directors .
22.214.171.124.3.4.1. There shall be an annual audit of corporate finances. The Board of Directors shall appoint the auditor or auditors and may hire professional services for such audit.
126.96.36.199.3.5. The Treasurer shall produce a written account of finances of the corporation as shall be required by the Board of Directors, which shall be submitted for examination to the Board of Directors and members at all scheduled meetings and such report shall be physically fixed to the minutes of every meeting.
188.8.131.52.3.6. No corporate funds in excess of the amount of $500.00 shall be expended or corporate obligation or indebtedness incurred without approval of the Board of Directors.
184.108.40.206.3.6.1. Approval of anticipated bills and recurring bills may be made in advance by the Board of Directors.
220.127.116.11.4. The Secretary:
18.104.22.168.4.1. Shall keep in writing, the minutes and records of the of the corporation in appropriate books or journals; or in electronic form as may hereafter be authorized by the Board of Directors. If kept in electronic form, a paper copies shall be printed and filed no less than semi-annually.
22.214.171.124.4.2. It shall be his duty to file any certificate required by any statute or regulation, federal or state;
126.96.36.199.4.3. Shall upon direction of the Board of Directors give and serve all appropriate written notice to members of the corporation and shall, upon direction of the President, give and serve appropriate written notice to all members of the Board of Directors;
188.8.131.52.4.4. Shall be the official custodian of the records and seal of this corporation;
184.108.40.206.4.5. Shall present to the membership at any meeting any communication addressed to the organization and received by him;
220.127.116.11.4.6. Shall attend to all correspondence of the corporation keeping appropriate copies of such correspondence for the records of the organization and shall exercise all duties incident to the office of the Secretary;
18.104.22.168.4.7. Exhibit to any trustee, officer or member, or any person or agency authorized by law to inspect them, at all reasonable times, and on demand, these bylaws, the certificate of incorporation, as it may be amended, the minutes of any meeting, list of officers and other records of the corporation and any other corporate document that must be duly presented on demand.
5.2.4. TERM OF OFFICE AND ELECTIONS. There being a quorum present, all officers shall be elected by plurality vote of the members present at annual meetings. Officers shall hold their office for one (1) year. Each officer shall hold office until his successor has been duly elected and that person has been qualified. Elections for officers shall be held once a year at the Annual Meeting of the Membership.
22.214.171.124. Officers shall take office on January 1st after they are elected and have been qualified.
126.96.36.199. UNACCEPTED NOMINATIONS. If any member, duly elected as an Officer, fails to qualify to serve, the first non-elected member having received the highest number of votes shall be considered to have been elected.
5.2.5. REMOVAL. Any officer may be recalled with or without cause by a majority vote of all the members listed on the rolls of the organization, at any Special Meeting of the Membership convened for that purpose. (NOTE: Fifty percent plus one of ALL current members on the rolls of the organization must vote to remove an officer.) Additionally, the authority to act as an officer may be suspended at any time by the Board of Directors for cause. The removal of an officer without cause shall be without prejudice to that officer’s contract rights, if any. Election or appointment of an officer shall not of itself create contract rights.
188.8.131.52. An officer may resign by means of a written notice to the corporation. Resignation will be effective upon receipt thereof or at a subsequent time as shall be specified in the notice of resignation.
5.2.6. VACANCIES - A vacancy in any office, whether due to death, resignation, removal, recall disqualification, or otherwise, may be filled by a 2/3 (66.6%) vote of the Board of Directors or by a plurality vote of the members present at any regular or Special Meeting of the Membership convened for that purpose. If the Board of Directors can’t decide on a replacement for a vacant office by a 2/3 majority, it shall by a simple majority, appoint an interim pro tem officer and a Special Meeting of the Membership shall be convened as soon as is possible for the purpose of duly electing a replacement to fill the current term of that office.
5.2.7. LIABILITY OF OFFICERS. Neither the Trustees nor the Officers of this corporation shall be personally liable for its debts, liabilities or other obligations, and additionally, shall have such limited liability as is specified in the certificate of incorporation, as it may be amended and/or N.J.S. Title 15A.
5.3. TRUSTEES (at large)
5.3.1. NUMBER. The authorized number of Trustees of this corporation shall be six (6). From time to time, the Board of Directors may authorize that more than six Trustees be elected. It shall not be necessary that every authorized trustee position be filled at all times. Six (6) shall be the minimum number of trustees authorized and recognized at any one time.
5.3.2. QUALIFICATIONS OF TRUSTEES. Trustees must be dues paying members in good standing of the Club. Each elected Trustee shall become a member of the Board of Directors so long as he holds office.
5.3.3. NOMINATION AND ELECTION OF TRUSTEES
184.108.40.206. ANNUAL ELECTION OF TRUSTEES
220.127.116.11.1. A quorum being present, Trustees shall be elected by a plurality vote of the members present.
18.104.22.168.2. Trustee elections shall be conducted in the following manner: two (2) months prior to the election, a nominating committee, consisting of not less than two (2) members, shall be appointed by the President. This committee shall nominate at least three (3) qualified members as Trustees for the class whose term is expiring. One (1) month prior to the election, an Election Committee shall be appointed by the President from the alternate class of trustees, which shall manage the election.
22.214.171.124.3. Trustees shall take office at the end of the meeting at which they are elected and after they agree to serve and have been qualified.
126.96.36.199.4. Elections shall be held annually at the Annual Meeting of the Membership. In addition to the nominations proposed by the Nominating Committee, nominations for all trustee positions may be made from the floor at any Annual Meeting of the Membership or at any time an election is to be held.
188.8.131.52.5. INITIAL ELECTION OF TRUSTEES
184.108.40.206.5.1. There shall be two (2) classes of Trustees, known as CLASS A and CLASS B with three (3) Trustees in each class. "A" class Trustees shall hold office initially for Two (2) years. "B" class Trustees shall hold office initially for one (1) year immediately following the adoption of these bylaws (or until the next Annual Meeting of the Membership) and subsequent B Class trustees shall hold office for two (2) years thereafter. (This will alternate elected classes each year so that three from "B" class will be up for election in 2004, three from "A" class in 2005, three from "B" class in 2006, etc.)
220.127.116.11.5.2. A nominating committee, consisting of not less than two (2) members, shall be appointed by the Chairman of the meeting convened to pass these bylaws. The nominating committee shall propose a slate of at least six (6) trustee candidates with thee (3) candidates in each class. An election committee consisting of at least two (2) members who will not be running for a position of trustee shall also be appointed by the chairman, which shall manage the election.
18.104.22.168.5.2.1. Any member that would like to run for the office of trustee may submit his request in writing to the nominating committee (30) thirty days prior to the election at the Annual Membership meeting.
22.214.171.124.5.2.2. In addition to the members nominated by the Nominating Committee, additional nominations may be made from the floor at the time the election is held.
5.3.4. UNACCEPTED NOMINATIONS. If any member, duly elected as a Trustee, fails to qualify to serve, the first non-elected member having received the highest number of votes shall be considered to have been elected.
5.3.5. One of the club trustees shall be the current President of the Wayside Land Company or such other person as nominated by the President of the WLC.
5.3.6. Trustees shall act only as a member of the Board of Directors and individual trustees shall have no individual powers as an "elected trustee."
5.3.7. VACANCY - REPLACEMENT OF TRUSTEES. Whenever a vacancy exists in the list of Trustees, whether by death, resignation or otherwise, the vacancy may be filled by election by a 2/3 (66.6%) majority of the Board of Directors or by the membership at a regular or special meeting of the Board of Directors. Any person appointed or elected by the Board of Directors to fill the vacancy of a trustee shall have the same qualifications as was required of the trustee whose office was vacated. If the vacancy so created is filled by appointment by the Board of Directors, the membership shall either uphold that appointment at the next Annual or Special Meeting of the Membership or the membership shall elect a different person to complete the remainder of term of the appointed trustee.
126.96.36.199. Any trustee may be removed, with or without cause, by a 2/3 (66.6%) majority of the members at a regular or special meeting called for that purpose. At any such meeting, any vacancy caused by the removal may be filled as set forth herein.
188.8.131.52. Any person elected to fill a vacancy as a Trustee, shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal stated herein.
5.3.8. COMPENSATION. No Trustee shall receive any compensation from the corporation for the fulfillment of his elected office. This provision shall not prohibit the reimbursement of reasonable expenses appropriately sustained by any trustee on behalf of the corporation, as may be approved by the Board of Directors.
5.3.9. LIABILITY OF TRUSTEES. The Trustees of this corporation shall not be personally liable for its debts, liabilities or other obligations, and additionally, shall have such limited liability as is specified in the certificate of incorporation, as it may be amended and/or N.J.S. Title 15A.
5.4. BOARD OF DIRECTORS ("Board of Directors" replaces terms such as Board of Trustees - Board of Governors)
184.108.40.206. The Board of Directors shall consist of all the duly elected Trustees (two year term) and duly elected Officers (one year term) of the Wayside Skeet Club. Each member of the joint Board of Directors may cast only one vote, even if that person was elected both as a Trustee and as an Officer.
5.4.2. MEETINGS OF THE BOARD OF DIRECTORS
220.127.116.11. QUORUM . A quorum of Board of Directors shall consist of 1/2 of the Directors then in office.
18.104.22.168.1. Members may attend all meetings of the Board of Directors and may be recognized by the chair of the meeting to speak, but are not entitled to vote.
22.214.171.124. ORDER OF BUSINESS AT MEETINGS OF THE BOARD OF DIRECTORS
126.96.36.199.1. Call to order
188.8.131.52.2. Roll Call of Board of Director Members
184.108.40.206.3. Recognition of Club Members and Invited Visitors
220.127.116.11.4. Officer’s Reports
18.104.22.168.4.2. First Vice President
22.214.171.124.4.5. Other Vice Presidents and Officers
126.96.36.199.5. Committee Reports
188.8.131.52.6. Old Business
184.108.40.206.7. New Business
220.127.116.11.8. Announcements for the good of the organization
18.104.22.168.10. Alternative line items to this Order of Business may be added via the Club’s Rules and Regulations or by action of the Board of Directors.
22.214.171.124. REGULAR MEETINGS. Meetings of the Board of Directors shall be held quarterly or additionally, as often as is necessary at the principal office of the corporation.
126.96.36.199.1. Emergent meetings of the Board of Directors shall be called upon demand of the President or upon the demand of any three members of the Board of Directors.
188.8.131.52. NOTICE. Appropriate notice of every meeting of the Board of Directors shall be given to every duly elected Officer and Trustee then in office either:
184.108.40.206.1. Personally and verbally by the President or personally and in writing by the President.
220.127.116.11.2. In writing, mailed via U. S. Postal Service by the Secretary at least 7 days prior to the scheduled time of the meeting
18.104.22.168.3. E-Mailed notification shall not be considered as proper notice unless the recipient acknowledges receipt of such notice by reply e-mail.
22.214.171.124.4. Notice of meetings of the Board of Directors shall be posted at the clubhouse of the organization.
126.96.36.199. Any number of Board of Director members, whether or not a quorum is present, may, by a simple majority of the board members present, adjourn any Board of Director meeting to any other specific place or time.
5.4.3. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall act as the operating arm of the Membership as a Whole. The Board of Directors shall govern the club between meetings of the membership.
188.8.131.52. A Chairman of the Board of Directors shall be elected by and from among all the "Board Members" NOTE: The Chairman of the Board of Directors often is, but need not be the elected Club President. The Chairman of the Board of Directors shall be the Chief Executive Officer – CEO of the Board of Directors.)
184.108.40.206. The Board of Directors may employ a Club Manager who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The Club Manager shall report to the Board of Directors or between Board Meetings to the officer or member who is the Chairman of the House & Grounds Committee.
5.4.4. COMMITTEES. Standing Committee Chairs shall be appointed by the President except as noted herein. Standing committees shall have a minimum of two (2) members:
220.127.116.11. Membership Committee — This committee shall be responsible for new memberships, full membership approval and maintaining the membership records and data.
18.104.22.168. Audit Committee — This committee shall be responsible for auditing the treasury. The written results of every annual audit shall be attached to the minutes of the first meeting of the Board of Directors convened during the new fiscal year and shall be made available at the clubhouse for the perusal of all members.
22.214.171.124. Safety Committee — This committee shall be responsible for enforcing safety on the ranges and club property. A Safety Committee member shall be advised in writing when any club rule or regulation is violated. If in its judgment a need exists, the Safety Committee shall submit a written report (with recommendation of corrective action) to the Board of Directors.
6.1. PECUNIARY PROFIT. The corporation is not organized for the pecuniary profit or financial gain and no part of the net earnings of the corporation shall inure to the benefit of any officer, director, trustee, or member and no individual shall receive or be entitled to receive any pecuniary profit or reward from the operations thereof, except reasonable compensation for services rendered may be provided.
7. Amendments to Bylaws
7.1. EFFECT. Amendments shall take effect upon ratification at a meeting of the members
7.2. NOTICE OF PROPOSED AMENDMENT
7.2.1. At such time that an amendment is proposed to these bylaws, the proposer, at his own expense, or the Board of Directors, at expense to the organization if the Board of Directors supports the change, shall cause to be printed and mailed to every member a written document that shall describe both the original (existing) provision of the bylaws that is proposed to be changed along with the proposed change and shall describe the effect of the proposed change on the organization and/or operation of the organization. If the proposal to change the bylaws is made by other than the Board of Directors, such change shall be presented to the Board of Directors in written form and the Board of Directors shall be afforded an opportunity to express an opinion about the proposed change on the body of the document to be mailed.
7.2.2. With the approval of the Board of Directors, the Membership Committee or the Secretary shall produce either a list of mailing addresses or mailing labels of the then-current membership and the Secretary shall personally mail a copy of the document proposing a change to each member of the organization along with notice of the date, time and place of the Annual and Semi-Annual Meetings of the Membership at which time the proposed amendment shall be considered or be ratified. If the proposal to change the bylaws is without the approval of the Board of Directors, the board shall specify a reasonable fee for the services of the Secretary as is required herein.
126.96.36.199. If such membership meeting is to be the next Annual or Semi-Annual Meetings of the Membership, such document may be enclosed in the required notice of the meeting that will be sent to each member by the Secretary. Any additional postage required because of the proposed change shall be provided by the proposer(s).
188.8.131.52. Notice for any meeting of the membership at which a change of these bylaws shall be considered shall be mailed at least 14 days prior to the scheduled meeting and shall contain appropriate documentation of the proposed change.
7.3. SEVERABILITY. If any provision of these Bylaws is found to be contrary to New Jersey law, such provision shall be severed from the remaining bylaws. The remaining bylaws shall survive and remain in full force and effect.
8. Dissolution of the Corporation
8.1. DISSOLUTION. Any dissolution of the Wayside Skeet Club shall be according to the laws of the State of New Jersey. All undistributed assets shall be distributed to one or more domestic New Jersey or foreign 501 (c) (3) corporations engaged in activities substantially similar to those of the Wayside Skeet Club.
END of the BYLAWS
Plain text has not been changed, Bold Face text has been added, red text has been eliminated.
Amendments approved on November 21, 2004 at the Annual Meeting of the full membership:
All references in these bylaws indicating that the Membership Committee was to obtain final approval of its decisions about accepting new members from the full Board of Directors was eliminated. Such decisions now rest with the Membership Committee.
4.8.1. The Membership Committee shall review and approve or disapprove the acceptance of each new member at the end of the Probation Period. The chairman of the Membership Committee shall inform the candidate of all decisions of the Membership Committee regarding the candidate's membership.
Amendments approved on November 19, 2006 at the Annual Meeting of the full membership:
4.9.4. ANNUAL AND SEMI-ANNUAL MEETINGS. When possible, Annual Meetings of the Membership shall be held in the month of November and Semi-Annual Meetings shall be held in May.
4.9.5. A second (general) meeting of the membership shall be convened annually in the spring of each year. This meeting shall not have a limited agenda.
All other references to a Semi-Annual Meeting of the membership are herewith stricken, e.g.,
ORDER OF BUSINESS AT AN ANNUAL (or SEMI-ANNUAL) MEETING OF THE MEMBERSHIP
Annual and Semi-Annual Meetings of the Membership - Appropriate notice shall be mailed via the U. S. Postal Service at least 14 (but not more than 60) days prior to the scheduled meeting.
Amendments approved on November 15, 2009 at the Annual Meeting of the full membership:
The following article was eliminated and # 4.4.4 was changed to # 4.4.3
4.4.3. Effective Jan. 1, 2005, if, for any reason, a membership is not continued from year to year the original value of any unused prepaid shoot card held by the club in the member’s name shall be redeemed for cash by the office of the Treasurer.
Amendments approved on December 4, 2011 at the Annual Meeting of the full membership:
4.9.1. NOTICE. The Secretary of the organization shall personally mail send notice of all Annual and Semi-Annual Meetings of the Membership to every member in good standing on the rolls of the organization according to the following schedule.
[NJSA] 15A:5-4. Notice of members' meetings states:
a. Except as otherwise provided in this act, written notice of the time, place and purposes of every meeting of members shall be given not less than 10 14 nor more than 60 calendar days before the date of the meeting, either personally or by mail, to each member of record entitled to vote at the meeting.
184.108.40.206. Annual Meetings of the Membership - Appropriate notice shall be mailed sent by e-mail to members with e-mail accounts and by U. S. Postal mail to those without e-mail accounts via the U. S. Postal Service at least 14 (but not more than 60) days prior to the scheduled meeting.
220.127.116.11. Special Meeting of the Membership - Appropriate notice shall be mailed given via the U. S. Postal Service at least 10 14 (but not more than 30) days prior to a specially called meeting.
18.104.22.168. Notice for any meeting of the membership at which a change of these bylaws shall be considered shall be mailed at least 14 days prior to the scheduled meeting and contain appropriate documentation of the proposed change.
The following is explanatory and not a part of the bylaws
WSC "Chain of Decision Making Authority"
The WHOLE of the Membership - Acting as a group and only at Annual or Special Meetings makes the ULTIMATE AND FINAL DECISIONS for the organization. A final appeal may always be made to this body.
Made up of all individual dues paying club members
The Board of Directors - Acting as a group makes Long Term STRATEGIC DECISIONS for the membership between actual Meetings of the Membership. The Board of Directors takes direction from and answers to the Membership acting as a whole.
Votes are granted to the Board Member, as opposed to a position. That is, one person, one BoD vote. If a Trustee also serves as an Officer, that person has one vote.
"Board Members" (have no specific individual powers)
Each Elected Trustee is a member of the BoD (May also be elected to serve as a Club Officer. All Trustee Positions need not be continually filled...vacancies may be filled by the BoD until the next Annual or Special Meeting of the Membership.)
Elected Trustee (Class A) as Counsel to the Board of Directors
Elected Trustee (Class A) as Counsel to the Board of Directors
Elected Trustee (Class A) as Counsel to the Board of Directors
Elected Trustee (Class B) as Counsel to the Board of Directors
Elected Trustee (Class B) as Counsel to the Board of Directors
Elected Trustee (Class B) as Counsel to the Board of Directors
Each Elected Club Officer is a member of the BoD. (May also have been elected as a Trustee. All Offices need not be continually filled...vacancies may be filled by the BoD until the next Annual or Special Meeting of the Membership.)
President – Overall Operations - General Rules - The COO
Vice President - Assistant to the President - The DOO
VP in charge of Finances – Treasurer
President Elect – Previously elected, he becomes President at the end of the current term of the Elected President
VP in charge of General Records and External Correspondence – Recording Secretary
VP in charge of Internal Corresp. & Communications – Corresponding Secretary
VP in charge of Membership Records
VP in charge of Shooting, Safety and Range Operations
VP in charge of House & Grounds
VP in charge of Social Activities
A Chairman of the Board of Directors is elected by and from among all the "Board Members" and
The Executive Committee - Acting as a group makes Short Term TACTICAL DECISIONS for the Board of Directors between board meetings, takes direction from the Board of Directors and answers to the Board of Directors. The Executive Committee is made up of All Elected Officers,
Club First Vice President
Club VP in charge of Finances - Club Treasurer
Club VP in charge of Records and Correspondence - Club Secretary
Club President Elect - if such office is in existance
Club VP in charge of House and Grounds- if such office is in existance
Club VP in charge of Membership - if such office is in existance
Other currently elected officers as may be named by the President
An Elected Officer - Acting as an individual makes Limited DAILY DECISIONS. Individual powers are limited according to each officer’s individual expertise. All actions are subject to oversight and approval of the Board of Directors.
The Standing Committees and Ad Hoc Committees - Acting as a group - Committee powers are limited to fact finding and carrying out authority granted by the Board of Directors with guidance from the Executive Committee, the Officers and the Committee Chair. The elected Club President is an "Ex Officio Member" of every club committee and should be notified about all committee meetings and actions. Committees take direction from the Board of Directors via an assigned officer or the President and answers to the Board of Directors. Committees have no policy-making power which vests in the Board of Directors.
STANDING COMMITTEES (Ongoing Committees - The Chair serves at the pleasure of the President). Examples might include:
House & Grounds - Furniture & Fixtures - Maintanence and Repairs
AD HOC COMMITTEES - Acting as a group - (literally, "For This Purpose") These committees are formed as the need arises and they cease to exist when the need disappears and only until the next election of officers. An example might be a committee appointed to look into encroachment by a neighbor onto our property. Committees have no policy-making power which vests in the Board of Directors.
An Appointed Committee Chair - Acting individually - Has administrative powers only in committee. Committee Chairs take direction from the Board of Directors via an assigned officer or the President and answer to the Board of Directors.
An Elected Trustee - Acting individually - Has no individual administrative or operational powers. The Trustee’s role is strictly advisory.
An Individual Member - Acting individually - Has no administrative powers but enjoys full privileges of membership.
A Probationary Member - Acting individually - Has no administrative powers and is temporarily granted limited membership privileges
© 2004 and 2005-2007 - Wayside Skeet Club, Inc. .- All Rights Reserved