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BYLAWS
of
THE GEORGIA
FALCONRY ASSOCIATION, INC.
ARTICLE ONE
Name
The name of this corporation is the Georgia Falconry Association,
Inc.
ARTICLE TWO
Offices
1. Principle office. The principle office of this corporation
shall be designated from time to time by the board of directors
and is currently located in Marietta, Georgia.
2. Other offices. The board of directors may establish branch
offices at any location in which the corporation is authorized
to conduct its activities.
ARTICLE THREE
Non-Profit
Clause
No part of the net earnings of the corporation shall inure to
the benefit of, or be distributable to its members, trustees,
officers, or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions
in furtherance of the purposes set forth in Article Three hereof.
No substantial part of the activities of the corporation shall
be the carrying on of propaganda, or otherwise attempting to
influence legislation, and the corporation shall not participate
in, or intervene in (including the publishing or distribution
of statements) any political campaign on behalf of or in opposition
to any candidate for public office. Notwithstanding any other
provision of these articles, the corporation shall not carry
on any other activities not permitted to be carried on (a) by
a corporation exempt from federal income tax under section 501(c)3
of the Internal Revenue Code, or (b) by a corporation, contributions
to which are deductible under section 170(c)(2) of the Internal
Revenue Code, or the corresponding section of any future federal
tax code.
ARTICLE FOUR
Dissolution
Upon dissolution of the corporation, assets shall be distributed
for one or more exempt purposes within the meaning of section
501(c)3 of the Internal Revenue Code, or the corresponding section
of any future federal tax code, or shall be distributed to the
federal government, or to a state or local government, for a
public purpose.
ARTICLE FIVE
Membership
1. Qualification of Members and Dues. Members are admitted to
membership upon submission of a signed membership application
and upon payment of the requisite dues and shall be admitted
without any other condition or consideration, unless the applicant
has previously been expelled from membership. The board of directors
shall determine annual dues.
2. Classes of Membership. The members of this corporation shall
consist of the following classes:
(a) General Members: Any person who holds a valid Falconry license
issued by the United States Fish and Wildlife Service and the
Department of Natural Resources of their state who is classified
as a General or Master falconer.
(b) Apprentice Members: Any person who holds a valid Falconry
license issued by the United States Fish and Wildlife Service
and the Department of Natural Resources of their state who is
classified as an Apprentice falconer.
(c) Affiliate Members: Any organization or individual not qualifying
as a General Member or Apprentice Member.
(d) Family Members: May be used by a family in the same dwelling
to save money on multiple memberships. Family Membership is regarded
as one member.
(e) Honorary Lifetime Members: Such members designated by the
board for extraordinary and unique contributions to the corporation
and the art and practice of falconry.
3. Membership Meetings.
(A) Annual Board Meeting. The annual meeting of the board members
shall be held as soon as possible after the annual field meet.
(B) There shall be an annual field meet the 3rd weekend of January
unless otherwise changed by the board of directors.
(C) Special Meetings. Special meetings of the members may be
called by:
(a) the President,
(b) a majority of the board of directors,
(c) twenty-five (25) or more general members.
Written notice of the special meeting must be signed by those calling the special
meeting and mailed to the membership at least thirty (30) days prior to the
date set for the meeting.
4. Voting and Quorum. Only General and Apprentice members shall
be eligible to vote on any matter and a quorum shall consist
of fifty percent (50%) plus one of the members voting or attending
a members meeting. No proxies shall be permitted.
5. Member Expulsion. Any member may be expelled upon the vote
of seventy-five percent (75%) of the directors for any reason.
ARTICLE SIX
Directors
1. Number.
The authorized number of directors of this corporation shall
be not less than three (3) or more than eleven (11). Fifty
percent (50%) plus one director shall be designated "A" directors
and the balance shall be designated "B" directors.
The exact number of directors within these limits shall be fixed
by the board of directors, which has currently set the number
at six (6).
2. Term of office. The term of office of each director shall
be two (2) years or until the qualification of a successor in
office.
3. Qualification.
Only general members may serve on the board of directors. They
must have the two previous years of consecutive
membership before the year of their nomination to the board.
The members shall elect directors by written ballot mailed at
least forty-five (45) days prior to the annual field meet. Results
of the election will be announced at the annual field meet. The "A" directors
shall be elected in odd numbered years and the "B" directors
shall be elected in even numbered years.
4. Powers. Except as otherwise provided in the articles of incorporation
or by law, the powers of this corporation shall be exercised,
its properties controlled, and its affairs conducted by the board
of directors, which may delegate the performance of any duties
or the exercise of any powers to such officers and agents as
the board may designate by resolution.
5. Replacement of Directors.
(a) Whenever a vacancy exists on the board of directors, the
vacancy shall be filled by a majority of the remaining directors
at a regular special meeting of the board. Any person designated
to fill the vacancy of a director shall have the same qualifications
required of the director whose office was vacated.
(b) Any director may be removed as provided in the Georgia Corporations
code
(c) Any person designated to fill a vacancy on the board of
directors shall hold office for the unexpired term of his or
her predecessor in office, subject to the power of removal contained
in these bylaws.
6. Compensation. No member of the board of directors shall receive
any compensation from the corporation except for services actually
rendered and the amount of such compensation approved by a disinterested
majority of the board of directors.
7. Meetings.
(a) Meetings shall be held at such locations as the board of
directors may designate or by telephone conference. In the absence
of such designation, meetings shall be held at the principle
office of the corporation.
(b) The board of directors shall meet as often as the board
of directors requires, but in no event less than once annually.
Notices of such meetings shall be signed by the president or
secretary and mailed to each director at the address last recorded
on the books of the corporation, not less than three (3) nor
more than forty-five (45) days prior to the meeting date. This
requirement may be waived by unanimous resolution of the board
of directors.
(c) Any member of the board of directors may as deemed necessary
and appropriate, call a special meeting of the board. In that
event, three (3) days written notice to each director shall be
deemed sufficient.
(d) A majority of the board of directors shall constitute a
quorum for the transaction of business at any meeting of the
board. However, if less than a majority of the directors are
present at any meeting, a majority of the directors present may
adjourn the meeting without further notice.
(e) Except as otherwise provided in these bylaws, in the articles
of incorporation, or by law, the act of a majority of directors
present at any meeting at which a quorum is present shall be
the act of the board of directors.
(f) Roberts Rules of Order shall govern all meetings of the
board of directors except to the extent such rules are inconsistent
with these bylaws, the articles of incorporation, or applicable
law.
8. Action Without Meeting. No meeting need be held by the board
to take any action required or permitted to be taken by law,
provided all the members of the board individually or collectively
consent in writing to such action, and the written consent or
consents is or are filed with the minutes of the proceedings
of the board. Action by written consent shall have the same force
and effect as action by unanimous vote of the board of directors
9. Liability of Directors. The directors of this corporation
shall not be personally liable for its debts, liabilities, or
other obligations.
ARTICLE SEVEN
Officers
1. Officers. The officers of the corporation shall be: a president,
a vice-president, a secretary, and a treasurer. The board of
directors may elect or appoint such other officers, as it deems
desirable. Such officers shall have the authority to perform
the duties prescribed by the board of directors. Any two or more
offices may be held by the same person.
2. Election and Term of Office. The officers of this corporation
shall be elected annually by the board of directors from among
the elected directors. New offices may be created and filled
at any meeting of the board of directors. Each officer shall
hold office until a successor is duly elected and qualified.
3. Removal. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever,
in its judgment, the interests of the corporation would be best
served by such removal.
4. Vacancies. A vacancy in any office, whether due to death,
resignation, removal, disqualification, or otherwise may be filled
by the board of directors for the unexpired portion of the term.
5. President. The president shall:
(a) be the chief executive officer of the corporation, and shall
exercise general supervision and control over all activities
of the corporation;
(b) preside at all meetings of the directors;
(c) may sign, with the secretary or other officer authorized
by the board of directors, any deeds, mortgages, bonds, contracts,
or other instruments the execution of which is authorized by
the board of directors, except in cases where the signing and
execution of such instruments have been expressly delegated by
the board of directors, by these bylaws, or by law to some other
officer or agent of the corporation;
(d) perform all duties incident to the office of president, and
those duties prescribed by the board of directors.
6. Vice President. In the absence of the president or in the
event of the president's inability or refusal to act, the vice-president
or vice-presidents, in the order of their election, shall perform
the duties of the president. When so acting, the vice-president
or vice-presidents, shall have all the powers of, and be subject
to all the restrictions on the president. The vice-president
shall perform such additional duties assigned by the president
or by the board of directors.
7. Treasurer. The treasurer shall (a) be the chief financial
officer and if required by the board of director, shall give
a bond for the faithful discharge of duties in a sum and with
such sureties as the board of directors deem appropriate; (b)
have charge and custody of and be responsible for all funds and
securities of the corporation; (c) receive and give receipts
for moneys due and payable to the corporation from any source,
and shall deposit all such moneys in the name of the corporation
in those banks, trust companies, or other depositaries selected
by the board of directors; and (d) perform all duties incidental
to the office of treasurer and such other duties assigned by
the president or by the board of directors.
8. Secretary. The secretary shall:
(a) keep the minutes of meetings of the board of directors in
one or more books provided for that purpose;
(b) see that all notices are given in accordance with these bylaws
or as required by law;
(c) be the custodian of the corporate records and seal of the
corporation;
(d) keep a book containing the names and addresses of all directors
of the corporation;
(e) exhibit, at all reasonable times and on demand, the corporate
bylaws, articles of incorporation, minutes of any meeting, and
other corporate records to any director of the corporation, to
any agent of such directors, or to any person or agency authorized
by law to inspect them.
ARTICLE EIGHT
Committees
1. Executive committees. The board of directors may, by duly
adopted resolution, establish one or more committees, each of
which shall consist of two or more directors.
ARTICLE NINE
Contracts,
Checks, Deposits, and Funds
1. Contracts. The board of directors may, by resolution duly
adopted, authorize any officer or agent of the corporation, in
addition to the officers so authorized by these bylaws, to enter
into any contract or to execute and deliver any instrument in
the name and on behalf of the corporation. Such authority may
be general, or may be confined to specific instances.
2. Gifts and Contributions. The board of directors may accept
on behalf of the corporation any contribution, gift, bequest,
or device of any property for the general and special charitable
purposes of the corporation.
3. Deposits. All funds of the corporation 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.
4. Checks, Drafts, Orders for Payment. All checks, drafts, or
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation shall be signed
by the officers or agents of the corporation in the manner determined
by resolution of the board of directors. In absence of such determination,
such instruments shall be signed by any two officers.
ARTICLE TEN
Miscellaneous
1. Books and Records. The corporation shall prepare and maintain
correct and complete books and records of account and shall also
keep minutes of the meetings of its members, board of directors,
and committees. All books and records of the corporation may
be inspected at any reasonable time by any director or the director's
agent, or any proper person.
2. Fiscal Year. The fiscal year of the corporation shall begin
on the first day of January and end on the last day of December
in each year.
3. Corporate Seal. The board of directors shall provide a corporate
seal described as follows:
THE GEORGIA FALCONRY ASSOCIATION, INC.
INCORPORATED JULY XX, 2001
4. Waiver of Notice. Whenever notice is required to be given
under the provisions of the Georgia Corporations Code or under
provisions of the articles of incorporation or bylaws of this
corporation, a written waiver of such notice, signed by the person
or persons entitled to such notice, is deemed equivalent to the
giving of such notice whether before or after the time stated
in the notice.
ARTICLE ELEVEN
Amendments
1. Power of Directors to Amend Bylaws. The bylaws of this corporation
may be amended, repealed, or added to, or new bylaws may be adopted,
by a resolution of the board of directors
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