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CLARK COUNTY FISH & GAME CLUB, INC.
BY-LAWS
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ARTICLE IV
Officers
| | Section 1. Number. | The officers of the Corporation shall be a President, a Vice President; A General Secretary, a Registrar, 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 may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled, for any such period as it may determine any office except those of President and Secretary. Any two (2) or more offices may be held by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be directors and shall be shareholders of the Corporation.
| | 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 shareholders. The election of officers shall be held before the first regular meeting of the new year. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
| | Section 3. Removal. | Any officer or agent may be removed by 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 be terminable at will. Officers or Directors may be removed for missing three (3) consecutive meetings, violation of the By-Laws of Articles of Incorporation, misfeasance or malfeasance, or failure to act in the best interests of the Clark County Fish and Game Club, Inc. by a two –thirds (2/3) vote of the Board of Directors.
| | Section 4. Vacancies. | A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
| | Section 5. President. | The President shall be the Principal executor officer of the Corporation and, subject to the control of the Board of Directors, 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 shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors had authorized to be executed except in cases where the signing and execution thereof 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 the President and such other duties as may be described by the Board of Directors from time to time.
| | Section 6. Vice President | In the absence of the President or in the event of his death, inability or refusal to act; the Vice President/General Secretary shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President or General Secretary shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors, and:
a. keep the minutes of the proceedings of the shareholders and
the Board of Directors in one or more minute 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 in general perform
all duties as from time to time may be assigned by the
President or the Board of Directors.
| | Section 7. By Board action this office will henceforth be known as General Secretary | The General Secretary shall:
a. keep the minutes of the proceedings of the shareholders and the Board of Directors in one or more minute 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 in general perform all duties as from time to time may be assigned by the President or the Board of Directors.
| | Section 8. Registrar. | The Registrar shall:
a. be custodian 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;
b. keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;
c. sign with the President certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors.
d. Have general charge of the stock transfer books of the Corporation; and
e. In general perform all duties incident to the office of the Registrar and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
| | Section 9. 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 the provisions of Article VI of these By-Laws;
c. in general perform all 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; and
d. shall pay all debts made by the Corporation promptly; however, no check over the amount of $5,000.00 (five thousand dollars) shall be issued without prior approval of the Board of Directors.
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Copyright © 2001 Clark County Fish & Game Club. Unauthorized Use is Prohibited.
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