Las Vegas Woods and Waters Club, Inc
A Nevada Non-profit Corporation
(Latest revision April 29, 2014)
ARTICLE 1 – Identification
Section 1. The name of this corporation shall be the LAS VEGAS WOODS AND WATERS CLUB, INC (The Club)
Section 2. In keeping with the Club’s motto (“All we want to do is hunt, fish and talk about it”), the purpose of the Club is to provide a social atmosphere that allows members and their families to share outdoor interests with old and new friends, to provide a means of identifying desirable locations where those interest may be pursued, and to provide a means of meeting others who will work with us to recognize, support, and enjoy America’s outdoor heritage.
Section 3. The Club’s principal office shall be located at PO Box 29081, Las Vegas, NV, 89126-3081 or at such location as the Board of Directors may from time to time direct.
Section 4. The seal of the Club shall be circular in form and mounted upon a metal die suitable for impressing the same upon paper. On the upper portion of the seal shall appear the words “The Las Vegas Woods and Waters Club” and on the lower portion shall appear the words “Las Vegas, Nevada”. In the center of the seal shall appear such an outline of the State of Nevada and logo as shall be approved by a majority vote of the Board of Directors.
Section 5. The fiscal year of the Club shall begin on the 1st January of each year and end upon the 31st day of December of that year.
ARTICLE II – Officers
Section 1. The Board of Directors shall elect the officers of the Club subject to ratification at the annual membership meeting. The officers shall assume their duties in January of the following year. They shall consist of a President, First Vice President, Second Vice President, Secretary, Treasurer, Chief Warden and *Immediate Past President* or such large number as the Board of Directors may from time to time deem necessary all of whom shall be members in good standing. The Board of Directors may also elect such of Assistant Secretaries as it may deem advisable.
Section 2. The Duties of the officers are as follows:
Clause (1) PRESIDENT: It shall be the duty of the President to preside at all meetings of the Board of Directors and see that all directions and resolutions of the Board of Directors are carried out. The President shall appoint all general club committees and shall be a member of all appointed committees. The President shall also perform all such duties as it may properly and ordinarily relate to this office.
Clause (2) FIRST VICE PRESIDENT: In the absence of the President, the First Vice President shall preside at all meetings of the members and Board of Directors and perform all the duties of the President. The First Vice President shall be a member of all appointed committees. Said officer shall also act as program chairman and perform all other such duties as may be delegated from time to time by the President or Board of Directors.
Clause (3) SECOND VICE PRESIDENT: The Second Vice President shall act as representative of the Club as the President or Board of Directors may direct, and Perform all such duties as may properly and ordinarily relate to this office and as may be delegated to said officer by the President or Board of Directors.
Clause (4) SECRETARY: It shall be the duty of the Secretary to keep a current record of all business meetings of the membership and the Board of Directors, keep a record of all membership certificates issued, and perform all other duties as may properly and ordinarily relate to this office and as may be delegated to said officer by the President or Board of Directors. The Secretary shall keep the scores of all competitive events and maintain member standings of the Marksman of the ear and the Angler of the Year awards.
Clause (5) TREASURER: It shall be the duty of the Treasurer to take or supervise the taking of all monies at official Club functions, to keep a complete statement and account of all monies and checks received by said officer and belonging to the Club, report financial information to the Board of Directors and perform all such duties as may properly and ordinarily relate to such office and/or delegated to said officer by the President or Board of Directors.
Clause (6) CHIEF WARDEN: It shall be the duty of the Chief Warden to develop, plan, supervise, and account for all Club functions, and to perform all such duties as may properly and ordinarily relate to such office and as may be delegated to said officer by the President or Board of Directors. The Chief Warden shall be responsible for arranging trips and events, and purchasing door prizes for monthly luncheons. In all of the foregoing instances, the Chief Warden may appoint such Deputy Wardens, i.e. Honchos, as said officer feels may be necessary to carry out the Chief Warden’s Duties.
Clause (7) *Immediate Past President*: Although the Immediate Past President is not an officer, it shall be the duty of the Immediate Past President to act as an advisor to his/her successor, and to perform duties as may properly and ordinarily relate to such office and as may be delegated by the President or Board of Directors. The Immediate Past President shall serve as the special advisor to the President and the Board of Directors. The year of service as special advisor shall count as his/her year of mandatory ineligibility for service as an officer or director. He/she shall be eligible for re-election for the following year to the position of an officer, director, or both if nominated.
Clause (8) Rotation to President: Only the First Vice President and Second Vice President shall be eligible by rotation to serve as President unless the officer requests not to move up in rotation. The officer’s willingness to serve in rotation shall be confirmed by said officer and verified by the nominating committee prior to placing the officer’s name on the ballot. A past president, if nominated, may serve as president again without complying with the rotation process.
ARTICLE III – Membership of the Club
Section 1. The President shall, upon taking office, appoint a Membership Committee to be composed of not less than (5) persons, not less than two (2) of whom shall be Directors. It shall be the duty of the Membership Committee to receive all applications for membership, to keep a record of all active and dues-paying members, and to assist in the collection of dues.
Section 2. Any reputable man or woman is eligible for membership in the Club, upon recommendation of a member in good standing, when an application for membership endorsed by such member is presented to the Membership Committee, accompanied by a check for the initiation fee in an amount as stipulated by the Board of Directors. Any such application shall be effective when approved by the membership committee. The sponsoring member shall be responsible to see that the new member feels at home, introduce him/her around to the general membership and shall generally function as a big brother or big sister for the member’s first year in the Club. It shall be the duty of the Secretary of the Club to see that such member is placed upon the membership rolls of the Club and that a membership certificate is issued to such member.
Section 3. Any member, who is in arrears for payment of dues for three (3) months, or who has proven to be undesirable and lacking in qualifications for membership in the Club, may have his/her membership terminated by unanimous action of the Membership Committee.
Section 4. All grievances and complaints against any member of the Club shall be made in writing to the Membership Committee, which grievance or complaint may be investigated by any such person as may be designated by the Membership Committee and the action of the Membership Committee with respect thereto shall be final.
Section 5. Members may withdraw at any time and for any reason.
Section 6. A Membership in the Club may not be assigned or otherwise transferred in any way.
ARTICLE IV – Membership Meetings
Section 1. The Annual Meeting of members of the Club will be held at the December luncheon of each year. At that time, the general membership shall elect one-third (1/3), i.e. (5) new Board Members nominated by the Board of Directors. Said newly elected Directors shall serve for a term of three (3) years commencing in January. The membership will also ratify and install the officers selected by the Board of Directors and conduct any and all other business as may come before it. Only members in good standing may be elected to the Board of Directors.
Section 2. The President or Secretary of the Club may call special meeting of the membership by giving at least five (5) days’ notice of such special meeting.
Section 3. Ten percent (10%) of the membership shall constitute a quorum for the transaction of all membership meetings.
Section 4. No member shall participate in any transaction of the business of any membership meeting unless his/her dues are current.
ARTICLE V – Directors
Section 1. The Board of Directors of the Club shall consist of fifteen (15) members. Each Director shall serve for a term of three (3) years, with one-third (1/3) of the Board of Directors to be elected each year for a three (3) year-term. No Director may be allowed to succeed himself/herself.
Section 2. Five members of the Board of Directors shall constitute a quorum for the transaction of all business of the Club
Section 3. The first regular meeting of the Board of Directors of the club shall be held in January. The President or the Secretary of the Club may call special meetings of the Board of Directors by giving three (3) days’ notice to each Director at his/her last known mailing address, which notice shall contain a statement of the time and place of the proposed meeting.
Section 4. Any meeting of the Board of Directors may be adjourned to some later date by less than a quorum of the Directors present.
Section 5. In the event of vacancies on the Board of Directors caused by death, resignation, or the inability to serve, or any director therefore authorized to elect a new director, who will fill the unexpired term caused by such vacancy, by a majority vote of a quorum of the Board of Directors.
Section 6. Directors may be removed by a two-thirds vote of the entire Board of Directors or by a two-thirds vote of a quorum of the membership of the Club meeting at any meeting thereof, provided that notice of said proposed action be made as set forth in section 3.
Section 7. Officers of the Club may or may not be Directors and are only allowed to vote on Board Business as a duly elected Director.
Section 8. After completing a three-year term, a Director must vacate the Board for a minimum of one year before being eligible for re-election, but remains eligible for election as an officer.
ARTICLE VI – Use or Application of Funds
The Board of Directors shall not use or apply funds of the Club for the private use or benefit of any member of the Club and shall limit the uses of such funds to serve the purpose of the club as stated in its Charter and By-Laws.
ARTICLE VII – Financial Requirements
Section 1. Membership certificates shall be issued to each member by the secretary upon payment in advance of dues and the initiation fee. Members shall pay annual membership dues to the Treasurer. Dues may be increased or decreased from time to time by the vote of a majority of the Board of Directors.
Section 2. All funds of the Club shall be deposited in such bank in Clark County, Nevada, as may from time to time be designated by the board of directors, and such funds shall be withdrawn by checks signed by any of the following officers: President, First Vice President, Second Vice President, or Treasurer.
ARTICLE VIII – Committees:
The President or Vice President shall, from time to time, appoint such committees as may be necessary to the proper operation of the Club. Either Vice President may appoint such committees as may be necessary to assist him/her in the execution of his/her duties, and such Vice President shall automatically be a member of such committees as he/she may appoint.
Section 1. Nominating Committee: The President shall, at least two (2) months prior to the annual meeting, appoint a Nominating Committee for the purpose of nominating Directors and Officers for the next calendar year. Such Committee shall be composed of not less than five (5) members, at least two (2) of whom shall be Directors.
Section 2. Membership Committee- See Article III, Section 1.
Section 3. The President shall at least two (2) months prior to the Annual Meeting, appoint a Sportsman of the Year Committee for the purpose of nominating the recipient of the Club’s annual Sportsman of the Year Award. Such committee shall be composed of no less than five (5) members, of which at least (2) shall be Directors.
ARTICLE IX – Amendment of By-laws
The By-Laws of this Club may be altered, changed, amended, or enlarged by a vote of two-thirds (2/3) of the entire Board of Directors at any meeting of the Board of Directors, A Copy of the By-Laws shall be included in the membership Directory.