Bylaws

The Waitsburg Gun Club

By-Laws

Adopted August 30, 2020

Article 1 - Name, Incorporation, Place of Business

Section 1. The name of the corporation shall be “THE WAITSBURG GUN CLUB,” which is known as “Waitsburg Gun Club”, hereinafter referred to as the “Club.”

Section 2. The Club is a non-profit corporation incorporated under the laws of the State of Washington. The time of existence of this corporation shall be in perpetuity.

Section 3. The address of the Club is:

Waitsburg Gun Club

85 Bramlett Road / P.O. Box 61

Waitsburg, WA 99361

The address of the registered office of the Club and its registered agent shall be as specified in the Articles of Incorporation, or if subsequently, changed, as specified in the form prescribed by the Secretary of State and filed pursuant to the Washington Nonprofit Corporation Act. In accord therein, the Executive Committee or the registered agent may change the address of the registered office and that of its agent.

Article 2 - Purpose

The purposes of this Club shall be:

(a) To promote safe, organized firearm use;

(b) To provide opportunities for general firearm experiences and education;

(d) To encourage characteristics of honesty, good fellowship, self-discipline, and self-reliance, which are the hallmarks of good sportsmanship and the foundation of true patriotism.

Article 3 - Membership

Section 1. Any citizen of the United States who is at least 18 years of age who may legally own or possess a firearm in the State of Washington and who has not previously been removed for cause from the Club (or otherwise deemed by the Executive Committee to be unfit for membership under these processes) is eligible for membership in the Club.

Section 2. Acceptance of membership will be effective after an applicant completes the necessary paperwork and pays the current dues.

Section 3. Membership in the National Rifle Association is encouraged.

Section 4. Membership Guidelines.

(a) Membership entitles the member to the use of the Club’s facilities in accordance with these bylaws and all applicable Club policies, rules, and regulations, subject to closure of the Club facilities for special events as approved by the Executive Committee.

(b) A member does not, by reason of membership, have any right or ownership in the assets of the Club nor any right to use the Club’s name without Executive Committee approval.

(d) Members will not permit any other person to receive or to use the gate code for any purpose. An infraction of this provision shall be sufficient cause for termination of the member by the Executive Committee and may result in forfeiture of all rights, privileges, and benefits of membership, plus any associated fees or dues that have been paid.

(e) All members are solely responsible for the conduct of their guests.

i. Any Club official may direct a member to remove their guest from the Club property if, in the official’s opinion, the guest is not conforming to the rules of conduct and standards set forth for the members by the bylaws.

ii. The member must accompany their guests while on the Club property.

iii. Any member whose guest was removed may face disciplinary action.

(f) Members cannot post any printed material on Club property that contains malicious, derogatory, inflammatory, discriminatory language or graphics, or which is purely political in nature. The foregoing shall not apply to any materials related solely to proposed initiatives or legislation relating to firearm regulation.

(g) Members are encouraged, but not required, to participate in work parties, to help maintain safety at the range and to report infractions of rules which may result in danger to persons or property

Section 5. Members may be disciplined for willful violation of: (a) any provision of the bylaws and policies, (b) range safety rules and regulations, (c) damage to Club property; and/or (d) disruption of other members from their right to enjoy the Club.

Section 6. Removal of any member in good standing shall be for cause. Any member being removed shall be notified in writing by regular and certified mail of the cause, the accuser, and the circumstances. The person facing removal may request a hearing that shall include the Executive Committee, the accused, and the accuser. In addition, the Executive Committee may hear testimony by other witnesses, as suggested by the accused or the Executive Committee. The Secretary shall inform the President or his or her representative whether the accused has requested a hearing and schedule a hearing at the earliest opportunity. Such hearing shall not be open to the general membership unless petitioned by the accused and approved by Executive Committee. The Executive Committee shall render its decision by majority vote. The decision of the Executive Committee shall be communicated to the accused via regular and certified mail. The decision shall not be subject to appeal.

Article 4 - Dues

Section 1. Except for life members, dues for membership are collected annually on or before September 1. The Executive Committee shall maintain a list of memberships: life and annual as well as any members previously expelled.

Section 2. There are two levels of membership: family memberships and individual memberships.

Section 3. A family is defined as two persons over the age of 18 residing in the same residence. A family membership entitles the two adults comprising the family and any minor children or grandchildren of the two adults and any minors residing whole or part time in the same residence, to use the range facilities, provided that such minor children are under the supervision and direction of one or both adults. Each adult (but not the minors) in the family shall be considered a member of the Club for all purposes provided, however, the family shall have only one vote on any matters voted on by Club members. If either adult under a family membership is removed from the Club, the family membership shall be terminated.

Section 4. Dues for individual and family memberships shall be determined by majority vote of the Executive Committee upon the annual fiscal review of the Club. Such vote shall take place at an Executive Committee meeting and be announced prior to the August Annual Member Meeting.

Section 5. Except for life members, no individual or family will be entitled to Club privileges nor considered a member in good standing without paying the necessary dues.

Section 6. Any member removed or expelled for cause under Article 3 will forfeit any remaining dues.

Article 5 - Meetings

Section 1. All Club meetings, including those for the General Membership, for the Executive Committee, and for any special committee, shall be conducted in accordance with the current edition of Robert’s Rules of Order. Except as specified herein, any action taken shall be by majority vote. Except as specified herein, no member may vote by proxy. Any action which may be taken at a meeting of the Executive Committee or any special committee may be taken without a meeting if all members of the respective committee shall individually or collectively consent in writing to take such action. Such written consent or consents shall be filed with the minutes of proceedings.

Section 2. The Club President will conduct all meetings for the General Membership and the Executive Committee. In the President’s absence, the Vice President shall conduct the meeting, followed by the Secretary. The chairperson selected by an applicable committee shall conduct meetings of that committee. A sergeant at arms may be identified by the Chairperson at any meeting to maintain decorum.

Section 3. General Membership Meetings:

(a) Unless otherwise determined by the Executive Committee and communicated to the membership, General Membership meetings will occur in February, May, August and November at the Club's premises located at 85 Bramlett Road in Waitsburg, Washington (the “Range”). The February, May and November General Membership meetings shall take place on such date and time as shall be communicated to the Membership on not less than seven days’ notice published through electronic publications including but not limited to email, website announcement, social media and/or by USPS, to active members. The August general membership meeting shall occur the third Sunday in August, which shall be the annual general membership meeting. If the annual meeting shall not take place at the fixed time and location, it shall be held within a reasonable time thereafter. If for any reason the meeting is to be held elsewhere than at the Range, or at a different time or date, the location, date and time of the meeting shall be published through electronic publications including but not limited to email, website announcement, social media and/or by USPS, to active members.

(b) All active Club members in good standing present at any meeting shall constitute a quorum.

(c) The annual general membership meeting of the Club shall be the general membership meeting in August. The primary purpose of the Annual meeting is to elect the Club’s officers. The elected members shall assume office upon the adjournment of the Annual meeting. General business of the membership including review of the By-Laws may also be conducted at any general meeting of the membership of the Club.

(d) Members may be asked to present current identification and display their membership card to attend a General Membership Meeting.

Section 4. Special General Membership Meetings:

(a) A Special General Membership meeting may be called by the Executive Committee or by the President of the Club at any time. The President shall call a Special General Membership meeting upon receiving a written request stating the purpose of the Special General Membership meeting which has been signed by at least 20% of the combined annual and life members in good standing.

(b) The location and time of a Special General Membership meeting shall be designated by the Executive Committee or by the President if the Executive Committee fails, or is unable, to act.

Section 5. Executive Committee Meetings:

(a) The Executive Committee shall meet monthly at such time and place as determined by the Executive Committee.

(b) If more than two (2) Executive Committee Members are absent, there is not a quorum and the meeting is canceled.

(c) Executive Committee meetings are not open to the membership and will only be attended by Executive Committee members or Club members requested to appear before the Executive Committee. Once any such member’s business is concluded, such member shall be excused.

(d) Any member or outside third-party having business to discuss with the Executive Committee shall contact the Secretary in writing in order to be included on the agenda for an upcoming Executive Committee meeting. The Executive Committee will notify the party of the date, time and location of the Executive Committee meeting.

(e) All matters related to member discipline discussed during an Executive Committee meeting shall be kept confidential amongst Executive Committee members and the members, if any, directly involved. The decision to remove a member will be recorded in the minutes, which shall be available to the membership.

Section 6. Special Executive Committee Meetings:

(a) Special Executive Committee meetings for the purpose of addressing member discipline, emergencies, legal notices and similar confidential matters shall be held upon the call of the President, the Secretary, or upon written demand by three (3) members of the Executive Committee.

(b) Special Executive Committee meetings are not open to the membership and will only be attended by Executive Committee members or Club members or third parties requested to appear before the Executive Committee. Once business is concluded, the members or third parties shall be excused. Minutes of any action shall be maintained.

(d) All matters related to member discipline discussed during special Executive Committee meetings shall be kept confidential amongst Executive Committee members and the members, if any, directly involved. The decision to remove a member will be recorded in the minutes, which shall be available to the membership.

Section 7. Minutes:

(a) Minutes of all meetings shall be taken and memorialized either by electronic recording, with supporting typed notes, or hand-written notes.

(b) Minutes for Executive Committee meetings shall only include action items and votes.

(d) Minutes shall be made available to the membership.

Section 8. Agendas:

(a) The President will be responsible for publishing an agenda for all meetings.

(b) The President will post the agenda for the General Membership meeting on the Club website, and at the range a minimum of five (5) days prior to the General Membership meeting.

(c) The President will also publish and distribute the agenda for all Executive Committee meetings (other than Special Executive Committee meetings) to Executive Committee members a minimum of five (5) days prior to the Executive Committee meeting.

(d) Agendas will cover all aspects of the meeting, including but not limited to, approval on minutes, financial reports, old business, new business, and any other business that is relevant but not on the agenda.

(e) Agendas for special General Membership meetings shall outline the time, place and purpose for the meeting and will be sent to all active members in good standing through electronic publications including, but not limited to, email, website announcement, social media or by USPS, not less than ten (10) days prior to the special General Membership meeting.

(f) Agendas for special Executive Committee meetings will be distributed to Executive Committee members a minimum of 24-hours prior to the Special Executive Committee meeting and shall not contain any personal or confidential information.

Article 6 - Officers and Duties

Subject to the limitations of the Articles of Incorporation, these Bylaws and the laws of the State of Washington, the activities, affairs, property, and corporate powers of the Club shall be governed by the Officers identified herein. The number of officers may be increased or decreased from time to time by amendment to these Bylaws.

Section 1. The following officers will be elected by majority vote at the close of the fiscal year, the third Sunday of August, during the General Meeting and serve for two years or until successors are elected in accordance with these By-Laws.

(a) The President presides over all meetings of the Club and the Executive Committee, serves as the liaison with business, serves as the primary spokesperson for the organization, and signs specific documents on behalf of the Executive Committee and the corporation. The President is responsible for leadership and management of the Club, facilitating communication between the membership, Executive Committee, and community, and ensuring compliance and accountability of the leadership and Club to its members.

(b) The Vice President shall preside at all meetings where the President cannot attend or where the Vice President has been designated to preside by the President. Other duties may be assigned by the President to assist in carrying out the business of the Club.

(c) The Treasurer is responsible for all funds of the Club and shall maintain financial records in accord with these bylaws, any Executive Committee policies, State and Federal law, and financial best practices. Expenditures of the Club shall be approved by the Executive Committee and shall be withdrawn by check signed by two (2) members of the Executive Committee. When need arises, use of the Club debit card, issued to the President, may be utilized, provided that accurate financial records must be maintained in compliance with the processes set forth by the Treasurer in compliance with best practices. Purchases made via the debit card must be subsequently approved by Executive Committee. The Treasurer shall keep accurate records, report current balances at Executive Committee meetings and General Meetings, and maintain all checking, savings, and other financial accounts in accordance with State Law and best book- keeping practices. The Treasurer, in conjunction with the Executive Committee, shall ensure that all tax documents are timely and accurately filed. A CPA may be retained to assist in this effort. All such records are the sole property of the Club.

(d) The Secretary is responsible for maintaining an accurate record of Executive Committee and General Membership meetings. All Club-generated correspondence, corporate documents, all records and reports will be maintained by the Secretary, with the exception of the financial documents, which shall be maintained by the Treasurer. The Secretary will maintain a membership mailing list and other duties which may be assigned to assist in carrying out the business of the Club. All such records are the sole property of the Club.

(e) The Senior Range Officer, under the guidance of the President, is responsible for the safe and efficient operation of the Club ranges and facilities. The Senior Range Officer must be an NRA Certified Range Safety Officer or Chief Range Safety Officer. Duties include appointing trained assistant range officers, determining the safety of the range and closing the range for reasons that may include:

1. Safety

2. Maintenance

3. Alternate Club sanctioned activities

4. Unexpected situations

Maintenance of the ranges, clubhouse, and other Club assets is the responsibility of the Senior Range Officer and their designee(s).

The Senior Range Officer, their deputies, and/or other Executive Committee Members shall have the power to expel any person from the range for infractions of posted rules or when, in their good judgement, such removal is in the best interests of the Club. Officers shall serve without compensation. An officer shall be reimbursed for his or her actual expenses when such expenses have been submitted to the Executive Committee and approved as directly related to Club activities.

(f) Each Executive Committee member and any member of a standing or special committee shall annually sign a document confirming that she or he does not have a conflict of interest associated with the appointment.

Section 2. Term of office

(a) From and after 2020, the terms of office of the Vice-President and Secretary shall expire in even numbered years (2020, 2022, 2024…) with nominations and an election to fill the expired office at the August General meeting in such even numbered years. The terms of the Vice-President and Secretary elected in 2020, shall expire in 2022, as described above.

(b) From and after 2020, the terms of office of the President, Treasurer and Senior Range Officer shall expire in odd numbered years (2021, 2023, 2025…) with nominations and an election to fill the expired office at the August General meeting in such odd numbered years. The terms of the President, Treasurer and Senior Range Officer elected in 2020, shall expire in 2021, thereafter the President, Treasurer and Senior Range Officer shall serve two-year terms as described above.

Section 3. Elections

(a) The nomination and election of the Club’s officers shall occur at the August General Membership Meeting.

(b) Any nominee for an office must:

1. be at least (18) years of age.

2. Have been an active member in good standing of the Club during the 24 calendar months preceding the August General Meeting; and

3. Must have attended a minimum of 2 of the general membership meetings during the 18 calendar months preceding their nomination. Attendance will be determined exclusively by using the sign-in sheets provided at the meetings. General membership meeting attendance credit will be granted to any member who performs Club service at the direction of the Executive Committee. These duties include, but are not limited to, range cleanup, mowing, repair and maintenance, serving as safety personnel at Club events or as otherwise approved by the Executive Committee. The member will receive credit for having attended one general membership meeting for every four hours of assigned duty. The Executive Committee will assign the duties and document the hours served. The documentation will be forwarded to the Secretary and applied to member’s attendance eligibility requirements if applicable.

4. In addition, the Senior Range Officer must be an NRA certified Range Safety Officer or Chief Range Safety Officer

1. The nomination and election of officers shall occur by office, with President first, then Vice President, Secretary, Treasurer, and Senior Range Officer last. After the August 2020 meeting, in odd years, the office of President will be filled first, then the office of Treasurer, and in even years, the office of Vice President will be filled first, then the offices of Secretary and Senior Range Officer last.

2. The President or the presiding officer will open and close nominations for each office for which the term of office will expire that year.

3. Any member in good standing may nominate any other member in good standing for the office that is open for nominations.

4. All nominations must have a second or the nomination will not be accepted.

5. Nominees must be present at the August General Meeting, unless a majority of those in attendance waive this requirement.

6. The Secretary will note the nominees for the office, and the nominator and member who made the second, into the meeting minutes and will confirm the eligibility of the nominee under Sections 3(b)(2) and (3) to run for the office. The Club’s records will be determinative for the Section 3(b)(2) length of membership requirement. A majority of the members present may vote to waive the Section 3(b)(3) meeting attendance requirement.

7. No member may hold more than one elected office at a time.

8. A nomination for a member who is currently holding an elected office will not be accepted unless the term of office currently held will expire at that meeting.

9. Any member nominated for an office may refuse the nomination.

(d) Election

1. The members present at the August General Meeting shall constitute a quorum for the purpose of electing officers.

2. Voting shall be by show of hands. The nominee receiving the majority of the votes shall be elected. If three of more candidates are nominated and no candidate receives a majority of votes, the candidate receiving the fewest votes shall be eliminated and the remaining candidates shall be voted on again, until a candidate receives a majority of votes.

3. If only one member is nominated for any office, that member will be considered duly elected provided they meet all the minimum requirements for that office.

4. All officers elected at the August General Meeting shall take office upon the adjournment of such meeting, starting the new fiscal year in their position.

5. If no willing candidate with the necessary qualifications can be found for an office, that office shall remain vacant. The vacancy shall be filled as specified in Section 4 this article.

Section 4. Resignation and Removal of Officers

(a) Resignation of any officer may be accepted by a majority vote of the remaining members of the Executive Committee. In case of a tie, the resignation will be accepted.

(b) Removal of an officer during their term of office shall be accomplished by petition of at least 10 percent of the general membership in good standing. The petition shall be in writing, presented to the Executive Committee not less than 15 days before an Executive Committee meeting, and voted on by all members of the Executive Committee except the officer in question. The general membership shall be informed within 15 days by appropriate means of the decision of the Executive Committee. If the vote of the Executive Committee is to allow the officer to remain in his or her office, another petition signed by a majority of the members in good standing within 30 days after publication of the Executive Committee’s decision may be submitted to overrule the decision and remove the officer.

(c) A temporary acting appointment to replace any removed or resigned officer may be made by majority vote of the remaining members of the Executive Committee until a general election can be held to determine a replacement. Such general election should not occur more than 6 calendar months from the time of the acceptance of the resignation and any election to fill the vacancy shall be conducted as provided in Section 3 above. In lieu of any such temporary designation of a replacement, the Executive Committee may re-assign the duties of the officer who has resigned to other members of the Executive Committee for an interim period until a general election can be arranged. The member elected to fill the vacancy will serve until the next regular scheduled election for that office.

(d) During the time that any vacancy or vacancies exist on the Executive Committee, the President may assign the duties of the vacant office to the remaining Executive Committee members.

(e) If a vacancy occurs in the office of President, the Vice President shall serve as president for the remainder of the term and a new Vice President shall be elected.

Section 5. Special and Standing Committees

(a) There is hereby established a standing committee called the Waitsburg Gun Club Youth and Shooting Activities Fund Committee, discussed in Section 3 of Article 7, below.

(b) The Executive Committee may additionally establish one or more committees for special projects. All such committees, other than the Waitsburg Gun Club Youth and Shooting Activities Fund Committee, will be organized and disbanded as determined by the Executive Committee. No committee, including any standing committee, may have authority to amend the Articles of Incorporation, to adopt a plan or merger or consolidation with another corporation, to authorize the sale, lease, or exchange of Club property, to dissolve the corporation, to repeal any resolution of the Executive Committee.

(c) Except as pertaining to the Waitsburg Gun Club Youth and Shooting Activities Fund Committee: (i) the Executive Committee will appoint a committee chair and committee members for committees, (ii) at least one Executive Committee member shall be a member of each committee; and (iii) Committee members, other than the Executive Committee member, shall serve terms expiring on August 31 of each year, but may be reappointed by the incoming Executive Committee.

(d) (c) Committees will be composed of members in good standing. Meetings of such committees will be conducted as required by the committee chair.

Article 7 - Financials

Section 1. The officers of Waitsburg Gun Club have a fiduciary responsibility to their members to safeguard the financial resources of the Club, including, but not limited to, Club dues, event income, property, donations, and other revenues of the Club. All such amounts shall be maintained in accounts at an established financial institution as determined by the Executive Committee. A detailed inventory of property shall be maintained. Three authorized members of the Executive Committee shall be listed on the Club financial accounts.

(a) Two Executive Member Signatures must execute any and all financial forms, including but not limited to checks.

(b) Cash

1. One of 3 authorized signers on the financial accounts of the Executive Committee Members will be the keeper and guardian of the cash

2. All deposits shall be made regularly or as close to month end as possible.

1. Rates shall be set by the Executive Committee annually.

2. A record balance sheet will be maintained recording trap use and daily fees collected.

3. Monthly billings will be issued to schools and programs for use for educational purposes as appropriate.

Section 2. The Executive Committee will establish an annual budget at its October meeting and will review monthly proposals, expenditures and general operating expenses.

Section 3. Attached hereto as Attachment A are the policies and procedures applicable to the Waitsburg Gun Club Youth and Shooting Activities Fund, which is separate from the Club funds, and is to be controlled and disbursed as provided in Attachment A. These policies and procedures are incorporated by reference herein. Such policies may be updated from time to time as set forth in Attachment A.

Article 8 - Range Rules

Section 1. All shooting competitions conducted by the Club will be governed by the rules and regulations of the governing authorities of the individual disciplines such as the National Rifle Association of America, by the rules and regulations of the Secretary of Defense and any other organized shooting competitions approved by the Executive Committee.

Section 2. Use of the Range shall be in accord with the posted rules and directions of Club Officials defined by Article 3, Section 4(e).

Article 9 - Amendments

Section 1. Amendments to the By-Laws may be introduced by any member of the Club in good standing at any regular meeting of the general membership, or any special meeting called for the purpose of amending the By-Laws.

(a) Notice shall be given to the membership that at the next regular meeting, or at a special meeting called for purpose of ratification, the proposed amendment(s) will be voted on.

(b) A two-thirds (2/3) majority vote is required by the members present at the next regular, or special meeting to approve the amendment(s).

Article 10 - Dissolution

In the event of dissolution of the Club, upon payment of all due bills, taxes, and other financial obligations, the residual moneys derived of the disposition of the physical assets of the Club shall be donated to a non-profit corporation which supports the Second Amendment to the Constitution of the United States. Determination of the recipient will be made by a three-fifths (3/5) vote of the Executive Committee.

Article 11 - Amendments to Bylaws

These bylaws may be updated from time to time, and such proposed amendments shall be submitted and reviewed for adoption in accord with the processes set forth herein.

Article 12

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provision of the Washington Nonprofit Corporation Act shall govern the construction of these Bylaws.

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