BHPSC By-Laws

ARTICLE I
OFFICES

The principal office of the Corporation in the State of Kansas shall be located in the City of Olathe, County of Johnson. The Corporation may have such other offices, either within or without the State of Kansas, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II
MEMBERS

SECTION l. Annual Meeting. The annual meeting of the members shall be held on the 15th day in the month January in each year, beginning with the year 1985, at the hour of 4 o’clock p.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Kansas, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the members or at any adjournment thereof the Board of Directors shall cause the election to beheld at a special meeting of the members as soon thereafter as conveniently may be.

SECTION 2. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than a majority of all the outstanding membership votes of the corporation.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Kansas, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all the members entitled to vote at a meeting may designate any place, either within or without the State of Kansas,unless other wise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Kansas.

SECTION 4. Notice of Meeting. Written notice stating the place,day and hour of the meeting and, in case of special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten nor more than twenty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership book of the Corporation, with postage thereon paid.

SECTION 5. Closing of Membership Books or Fixing of Record Dates. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose,the Board of Directors of the Corporation may provide that the membership books shall be closed for a stated period but not to exceed,in any case, thirty days. If the membership books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least twenty days immediately preceding such meeting. In lieu of closing the membership books, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date in any case not to be more than thirty days and, in case of a meeting of members, not less than twenty days prior to the date on which the particular action, requiring such determination of members, is to be taken. If the membership books are not closed and no record date is fixed for the determination of members entitled to notice of or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the recorded date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6. Voting Lists. The office or agent having charge of the membership books for membership votes of the corporation shall make a complete list of the members entitled to vote at each meeting of members or any adjournment thereof, arranged in alphabetical order, with the address of and the number of membership votes held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum. A majority of the membership votes of the Corporation, represented in person or by proxy shall constitute a quorum at a meeting of the members. If less than such a majority of the outstanding membership votes are represented at a meeting, a majority of the membership votes so represented may adjourn the meeting from time to time without further notice. At such meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment not withstanding the withdrawal of enough members to leave less than a quorum. A majority of those membership votes present at a duly organized meeting of the members shall,unless otherwise prescribed by statute, be necessary for the transaction of any business.

SECTION 8. Proxies. At all meetings of members, a member may vote in person or by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after two months from the date of its execution, unless otherwise provided in the proxy.

SECTION 9. Voting of Shares. Each member shall be entitled to one vote for each match that the member has attended for the current shooting match season which the Board of Directors designates as a voting match.

SECTION 10. Informal Action by Members. Unless otherwise provided by law, any action required to be taken at a meeting of the members, or any other action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

SECTION 11. Cumulative Voting. Unless otherwise provided by law, at each election for Directors every member entitled to vote at such election shall have the right to vote, in person or by proxy, the number of membership votes owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote or to accumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his membership votes shall be equal, or by distributing such votes on the same principle among any number of candidates.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. General Powers. The property and business of the corporation shall be controlled and managed by a Board of Directors. All corporate powers of the company shall be vested in and exercised by the Board of Directors, except such powers as are by statute, the certificate of incorporation or these By-Laws conferred upon and reserved to the members. The Directors shall act only as a Board and the individual Directors shall have no powers as such.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be six. Each Director shall hold office until the next annual meeting of the members and until his successor has been elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

SECTION 4. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.

SECTION 5. Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors.

SECTION 6. Vacancies. In the case of the death or resignation of a Director, one or more of the remaining Directors may fill the vacancy, or if there be no remaining Directors or only one remaining Director, the vacancy shall be filled at a special or annual meeting of the members.

ARTICLE IV
OFFICERS

SECTION l. Number. The officers of the Corporation shall be a President, First Vice-President, Second Vice-President, Third Vice-President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary maybe elected or appointed by the Board of Directors.

SECTION 2. Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members.If the election of officers shall not be held at such meeting,such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been removed in the manner herein after provided.

SECTION 3. Removal. Any officer or agent may be removed by a majority of the Board of Directors whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, maybe filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the Corporation,subject to the control of the Board of Directors and shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the members and of the Board of Directors. He may sign with the Secretary or any other officer of the corporation there unto authorized by the Board of Directors, memberships of the Corporation, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized and execution there of shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation,or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. Vice-President. The First Vice-President or the Second or Third Vice-President, in the order designated by the Board of Directors, shall be vested with all the powers and required to perform all the duties of the President in his absence or disability and shall perform all other duties as may be prescribed by the Board of Directors.

SECTION 7. Secretary. The Secretary shall: (a)keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;(d) keep a register of the post office address of each member which shall be furnished to the Secretary by such member;(e) sign with the President, memberships of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;(f) have general charge of the membership books of the Corporation; and(g) in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation;(b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with Article V of these By-Laws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors,the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

SECTION 9. Salaries. Officers shall not be paid a salary.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION l. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority maybe general or confined to specific instances.

SECTION 2. Loan. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks. Drafts. Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
MEMBERSHIPS AND THEIR TRANSFER

SECTION 1. Memberships. Memberships with the Corporation shall be in such form as shall be determined by the Board of Directors. The certificates of membership shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All memberships shall be consecutively numbered or otherwise identified. The name and address of the person to whom the membership is issued, with the number of membership votes and date of issue, shall be entered on the membership books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled. In case of a lost, destroyed or mutilated certificate a new one maybe issued therefor upon such terms and indemnity of the Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Memberships. Transfer of memberships with the Corporation shall not be made.

ARTICLE VII
FISCAL YEAR

The fiscal year of the Corporation shall begin on the lst day of January and end on the 31st day of December in each year.

ARTICLE VIII
DIVIDENDS

The Board of Directors may not declare dividends on its outstanding memberships.

ARTICLE VIIII
CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal”.

ARTICLE X
WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Kansas Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI
EMPLOYEES OR AGENTS OF THE CORPORATION

The Corporation shall and does hereby indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding,whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a director, officer, employee of agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of any other corporation or partnership, joint venture, trust, or other enterprise, against expenses, judgments or fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, including attorney’s fees, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation;and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct unlawful.

The termination of any action, suit, or proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

The Corporation shall and does hereby indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise against expenses actually and reasonably incuned by him in connection with the defense or settlement of such action or suit including attorneys’ fees, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court shall deem proper.

To the extent a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incuned by him in connection there with, including attorneys’ fees.

Any indemnification as above provided, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth above. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the members.

Expenses incuned in defending a civil or criminal action, suit or proceeding, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent, to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized by these By-Laws.

The indemnification provided in these By-Laws shall not be deemed exclusive or any other rights to which those seeking indemnification may been titled under any other By-Law agreement, vote of members, or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE XII
AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws maybe adopted by the members by a majority the membership votes entitled to vote at any regular or special meeting of the members. Provided that a motion to alter, amend, or repeal Article II, Section 11, relating to cumulative voting, may be defeated by negative votes of that number of membership votes sufficient to elect a member of the Board of Directors.

ARTICLE XIII
ADOPTION

We, the undersigned, being the principal officers of Bullet Hole Practical Shooting Club, Inc., a Corporation organized under the laws of the State of Kansas, do hereby certify that the foregoing By-Laws as amended were duly read, considered, and adopted by a unanimous vote of the Corporation’s members on the 30th day of June, 1984.

A scanned copy of the official By-Laws, can be viewed here.