Section 1. Business. The business, property and affairs of this corporation shall be conducted and managed by a Board of Directors, hereinafter referred to as the “Board” or as “Directors”.
Section 2. Number of Directors. The Board of Directors of the corporation shall consist of eight Directors, a President, a Vice President, a Secretary a Treasurer and four additional Directors.
Section 3. Requirements of Directors. Each Director shall be a dues paying member of the International Single Shot Association. Any Director shall be at least eighteen years of age and shall have been a member of the International Single Shot Association for at least three years.
Section 4. Election and Term of the Board of Directors. The composition of and the membership of the Board shall be:
a) The dues paying membership shall select nominees for the positions of Director.
b) Any required elections shall be conducted at the annual membership meeting.
c) The top nominees receiving the largest number of votes shall be declared the winner. In case of a tie vote between the highest vote getters, a run off election will be held with dues paying members at the International Schuetzenfest.
d) The newly elected Directors shall be announced at the International Schuetzenfest.
e) Each Board of Director elected shall begin his or her term on the last day of the International Schuetzenfest in the calendar year they are elected, and the term shall end after elections on the last day of the International Schuetzenfest.
f) Each Director elected shall hold office for a minimum term of three years.
Section 5. Removal. Any Director may be removed by the Board whenever, in its judgment, the interest of the corporation would be served thereby. The manner of removal shall be by a two-thirds vote of the Board at any regular meeting providing the matter is placed as a regular item on the agenda with proper notice to all Board members. If removal of said Director should require immediate action, the Board may call a special meeting by conference call.
Section 6. President. The president of the corporation shall be the chief executive officer of the corporation. He/she shall preside over all meetings of the Board of Directors and shall serve as the Chairman of the Board of Directors. The President shall have the authority to appoint the chairperson and members of such committees as may be designated by the Board of Directors. The President shall cast a vote should a tie occur on any manner.
Section 7. Vice-President. The Vice-President of the corporation shall act and serve in the place of the President in the event of incapacity, absence, or other inability of the President to act.
Section 8. Secretary. The Secretary shall attend all meetings of the Board of Directors and the executive committee, shall preserve in books of the corporation true minutes of the proceedings of all such meetings and shall be responsible for the election balloting of the Board of Directors.
Section 9. Treasurer. The Treasurer shall have custody of all corporate funds and securities and shall keep books belonging to the corporation full and accurate accounts of all receipts and disbursements.
Other responsibilities that he/she shall do in this office include:
a) Safely keeping in his/her custody the seal of the corporation and shall have authority to affix the same to all instruments where required
b) He/she shall give all notices required by statute, by-law or resolution. He/she shall perform such other duties as may be delegated to him/her by the Board of Directors.
c) He/she shall deposit all moneys, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the Board of Directors.
d) He/she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers of such disbursements, and shall render to the President and Directors the regular meeting of the Board, and whenever requested by them, an account of all his/her transactions of the financial condition of the corporation. Should the corporation be with out a Treasurer, the president shall act in the Treasurer’s place until such time as a new Treasurer is elected or appointed.
e) He/she shall have an annual audit of the Associations financial books by an outside auditor. Results of said audit shall be submitted to the Board of Directors by January 30 of the calendar year.
Section 10. Vacancies. The alternate Director shall fill vacancies of the Board of Directors. If in the event an additional Director is needed, election by appointment by the remaining Directors at any regular, special or annual meeting. Meeting by conference calls may be utilized until dues paying members elect a new Director.
Section 11. Board Decisions and Meetings. If and when all the Directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as a valid corporate act as though it had been authorized at a regular meeting of the Board of Directors. The Board shall conduct ISSA business a minimum of one time annually and preferably during the International Schuetzenfest. All Directors shall be notified by the Secretary by mail at least thirty (30) days prior to the meeting. Major agenda items shall be sent with meeting notification. The President of the corporation or any two Board members may call special meetings of the Board of Directors.
Section 12. Quorum. At any annual or special meeting a quorum will be necessary for the transaction of business of the corporation. The quorum shall be sixty (60) percent of the total number of Board members.
Section 13. Proxy voting. Proxy voting or other types of absentee voting shall not be permitted in meetings of this corporation, unless by resolution adopted by the majority of the Board of Directors allowing proxy or other absentee voting.
Section 14. Rules of Procedure. All regular and special meetings of the board and it’s committees shall be governed by “Roberts Rules of Order” except where in conflict with these by-laws, in which case these by-laws shall prevail.
Section 15. Ratification of Actions. All actions on behalf of the corporation relating to contacts, agreements or undertakings shall be subject to report for action to the Board.
Section 16. Absentees from Meetings. Any Director absent from three regular or special meetings of the Board in a one year period without appropriate excuse accepted by the Board shall be automatically dropped from the official roles of membership on the Board of Directors, and his/her successor shall be selected as hereinabove provided.
Section 17. Powers of the Board.
a) The Board shall determine the programs and policies of the corporation and shall serve as the governing body of the corporation.
b) The Board shall have the power to appoint agents as the Board my deem necessary for transaction of the business of the corporation
c) For any reason deemed insufficient by the Board of Directors, whether occasioned by the absence or otherwise, the Board may delegate any or all of all the duties of any officer or director, but no officer or director shall execute, acknowledge, or verify any instrument in more than one capacity.
d) The Board may require any officer, agent, employee or director who has any fiscal responsibility to the corporation to file with the corporation a satisfactory performance and/or financial responsibility bond. Such bond is to be an amount commensurate with the Board’s dictates and shall be totally funded by the ISSA
e) The Board shall have overall responsibility for all financial activities including, but not limited to, budgeting, auditing, fund raising, fund allocations, membership fee management, property management, litigation, and may delegate such of these activities as it deems appropriate and to such individuals as it considers appropriate.
f) The Board shall keep a complete record of all corporate affairs.
g) The Board shall supervise all officers, agents and employees of this organization and see that their duties are performed properly.
h) The Board may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these by-laws to enter into any contact or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances
Section 1. Membership. Shall consist of individual members of good character and in the case of non-citizens, must be friendly to the United States of America and honestly believe in the American way of life and principles of freedom.
Section 2. Dues. The Board of Directors shall set annual dues. Annual individual dues shall be due by August 1 of the calendar year and shall be collected by the Treasurer.
Section 3. Life Membership. The Board of Directors shall set said fees. Life memberships shall be available and upon payment of current fee shall entitle individual members to all rights and privileges of an individual member for and during the balance of the term of said member’s life. Said fee for life membership shall be kept in a special fund and reinvested and only the income there from used for normal operating expenses of the ISSA. (Do we have any life members? Do we need or want this clause?)
Section 4. Voting. Each individual dues paying member of the ISSA shall be entitled to one vote on each issue, notice of consideration of which has been given as set out in Article VIII Section 1, in person or by proxy at any annual or special meeting of the members of the Association.