CLARK COUNTY FISH & GAME CLUB, INC.
BY-LAWS
Saturday, November 18, 2017 -- 18:25:26 EST
Article I
Offices
Last Revised -Monday, August 14th, 2017
The Principal office of the Corporation shall be located in Winchester, County of Clark, Commonwealth of Kentucky.


Article II
Shareholders
Last Revised -Monday, August 14th, 2017
Section 1. Annual Meeting.
The annual meeting of the Shareholders shall be held on the SECOND Monday in December in each year at 6:00 PM for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.
Section 2. Regular Meetings.
The regular meetings shall be held each month, at the Clubhouse, on the SECOND Monday at 6:00 PM or as may be designated by the Board of Directors.
Section 3. Special Meetings.
Special meetings of the Shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of the Corporation’s shareholders present entitled to vote at the meeting.
Section 4. Notice of Meeting.
Written notice stating the place, day and hour of the special meeting, the purpose or purposes for which the meeting is called, shall be delivered by mail, not less than ten (10) nor more than forty-five (45) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record.
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days and in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the date on which notice of the meeting is mailed shall be the record date shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
Section 6. Voting Lists.
The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the time of the meeting for the purposes thereof.
Section 7. Quorum.
A majority of the Corporation’s outstanding shares present entitled to vote, represented in person or by proxy, shall constitute a quorum. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies.
At all meetings of shareholders, a shareholder may vote in person or by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be held by means of electronic linkage or media (i.e. Telephone, iPhone, iPad, iPod, FaceTime, Skype, Email, Text Messaging, Etc.) and participation in a meeting under such circumstances shall constitute presence at the meeting..
Section 9. Voting of Shares.
Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders.
Section 10. Voting of Shares by Certain Holders.
A share held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without transfer of such share into his name. Shares of its own stock, belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.
Section 11. Informal Action by Shareholders.
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.


Article III
Board of Directors
Last Revised -Monday, August 14th, 2017
Section 1. General Powers.
The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than twelve (12). Each Director shall hold office until the annual meeting of shareholders at the end of his three (3) year term and until his successor shall have been elected to and qualified.
Section 3. Regular Meetings.
A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice, other than such resolution.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.
Section 5. Quorum.
A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; however, if less than such majority is present in person, by proxy or by means of electronic linkage or media (i.e. Telephone, iPhone, iPad, iPod, FaceTime, Skype, Email, Text Messaging, Etc.), a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting.
The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Action Without a Meeting.
Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.
Section 8. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors, unless otherwise provided by law. A shareholder appointed to fill a vacancy shall be appointed by the Board of Directors for a partial term of office continuing only until the next election of Directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by appointment by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.
Section 9. Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the Corporation, immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
Section 10. Term of Office.
No shareholder, who has been elected to serve as a Board member for two consecutive terms (6-years), shall be eligible to be elected or appointed as a Board member until they have been out of office for a period of one (1) year. Where more than one (1) name appears on the share certificate, only one (1) of the individual(s) so listed shall be eligible to serve as a member of the Clark County Fish and Game Club, Inc. Board of Directors at any one time.


Article IV
Officers
Last Revised -Monday, August 14th, 2017
Section 1. Number.
The officers of the Corporation shall be President, a Vice-President, a Secretary, a Registrar, and a Treasurer, each of whom shall read, understand and perform the duties of that office and each of whom shall be elected by the Board of Directors. Individuals aspiring to hold office in the CCF&G Club, Inc. must have the wherewithal to perform the duties of that office to include but not limited to; a thorough understanding of the CCF&G Club, Inc. by-laws, rules and regulations, electronic media communication, etc. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. At its discretion, the Board of Directors may leave unfilled, for any such period as it may determine, any office except those of President, Secretary, Registrar and Treasurer. No two (2) offices may be held by the same shareholder/officer. 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 not of itself create contract rights, and such appointment shall be terminable at will. Officers or Directors may be removed for missing three (3) consecutive meetings, violation of the By-Laws or 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 a partial term of office continuing only until the next election of Directors by the shareholders.
Section 5. President.
The president shall be the principal executive 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 has 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 prescribed 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 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 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 in the absence of the Secretary;

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 and post Board of Director approved minutes to the Clark County Fish & Game Club, Inc website;

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. Secretary.
The 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 and post Board of Director approved minutes to the Clark County Fish & Game Club, Inc website;

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 for each shareholder ;

c. issue share certificates of the cooperation signed by the President and Secretary, 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.



Article V
Indemnity
Last Revised -Monday, August 14th, 2017
The Corporation shall indemnify its Directors and Officers as follows:

a. Every Director or Officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonable incurred by or imposed upon him in connection with any proceeding to which he may be made a party, or in which he may become involved, by reason of his being or having been a Director or Officer of the Corporation or is or was serving at the request of the Corporation as a Director or Officer, or any settlement thereof, whether or not he is a Director or Officer at the time the expenses are incurred, except in such cases wherein the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

b. The Corporation shall provide to any person who is or was a Director or Officer of the Corporation the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law.

c. The Treasurer shall be bonded in the amount equal to the annual budget.




Article VI
Contracts, Loans, Checks, and Deposits
Last Revised -Monday, August 14th, 2017
Section 1. Contracts.
The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of any on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.


Article VII
Certificates for Shares and Their Transfer
Last Revised -Monday, August 14th, 2017
Section 1. Certificates for Shares.
SECTION 1. Certificates for Shares.
Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other Officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All stock certificates for a share shall be consecutively numbered or otherwise identified. The name and address of the person to whom the stock certificate represented thereby is issued, with the number of the stock certificate and date of issue, shall be entered on the stock transfer books of the Corporation. All stock certificates surrendered to the Corporation for transfer shall be destroyed. A new stock certificate shall not be issued until the old stock certificate has been surrendered for destruction or been properly declared as lost or mutilated, in which case, an affidavit signed and dated by the shareholder and a witness thereto stating the whereabouts or condition of the old stock certificate shall be required to obtain a new stock certificate. New stock certificates shall be issued per Article VII Section 2.
Section 2. Sale/Transfer of Shares.
SECTION 2. Sale/Transfer of Shares.
Sale/Transfer of Shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to sell/transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Registrar of the Corporation, and on surrender for destruction of the certificate for such share. The person in whose name the stock certificate stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. The Registrar shall report monthly to the Board of Directors all activities (i.e. share transfers, keys issued/turned off, etc.).
Section 3. Stock Transfer Agent.
All transfers of shares shall be made by and through the club Registrar acting as the Transfer Agent. All dues current or delinquent, and fees shall be paid at the time of transfer.


Article VIII
Fiscal Year
Last Revised -Monday, August 14th, 2017
The fiscal year of the Corporation shall begin on the First day of January and end on the Thirty-First day of December of each year.


Article IX
Waiver of Notice
Last Revised -Monday, August 14th, 2017
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. Until such time as the By-Laws may be repealed, restated or amended they shall remain in full force and effect.


Article X
Membership
Last Revised -Monday, August 14th, 2017
Section 1.
A Member is defined as “the” individual(s) identified on the stock certificate issued by the Clark County Fish and Game Club, Inc., the owner(s) of one valid share in the Clark County Fish and Game Club, Inc., whose dues are current and in good standing. Individuals residing in the household of the shareholder are afforded the same benefits as the shareholder when using the Club facilities per Article XI Section 3.
Section 2.
Individuals shall not be denied membership because of race, sex, age, creed, color, or national origin.
Section 3.
The leasing of shares is prohibited and active membership shall not be granted on any leased shares.
Section 4.
Dues are due December 1. If paid after December 15, a $25.00 late fee shall be assessed. Dues shall be declared delinquent if not paid, mail post marked, by 12 midnight December 31. Delinquent shares shall be voided by the Registrar and posted for sale on the Club’s website by January 2. Delinquent shares shall be sold for a maximum of $2000.00 each alphabetically by shareholders last name. Delinquent shareholders shall be notified by registered letter that their share has been sold. The letter shall be mailed by the Registrar to a shareholder’s post office address on file on the books of the Corporation. The net proceeds to be refunded for a delinquent shareholder’s sold share shall be equal to the selling price minus annual dues, the $25.00 late fee, a handling fee of $200.00 and $25.00 for each unreturned key. After January 2, shareholders that reclaim their share prior to the sale of said share shall pay their annual dues plus the $25.00 late fee and a $100.00 reactivation fee.


Article XI
Rules and Regulations
Last Revised -Monday, August 14th, 2017
Section 1. Rules and Regulations
Rules and regulations concerning all Members and Guests shall be strictly followed. The Board of Directors shall have the authority to reprimand, suspend, or expel members for willful infractions of the rules or By-Laws. Injurious conduct regarding persons or property may further result in prosecution. It is incumbent upon the membership to apprise themselves of the rules and regulation posted on the CCF&G Club, Inc. website and available in hard copy upon request to the CCF&G Club, Inc. Secretary.
Section 2. Specific Rules and Regulations
Specific Rules and Regulations are as follows:

a. Swimming is not permitted in the lake.

b. Gasoline motors are not permitted on the lake.

c. The consumption of alcohol and drugs are prohibited on all property leased and/or owned by the Clark County Fish & Game Club, Inc.

d. Use of the Clubhouse by members for group activities must be scheduled through the process established by the Board of Directors.
Section 3. Guest Regulations.
Guest Regulations are as follows:

a. Each stock certificate is entitled to one (1) guest to hunting activities and two (2) guests to fishing activities on all property leased and/or owned by the Clark County Fish & Game Club, Inc.

b. Members shall be in the company of their guest(s) at all times.

c. The Board of Directors may limit specific activities as being for members only.

d. Guest regulations for fishing in the lake may differ from the above if the activity is part of the scheduled use of the Clubhouse. (See specific Clubhouse Regulations.)
Section 4. Security and Safety.
Security and Safety are outlined as follows:

The Clark County Fish and Game Club, Inc. assumes no responsibility for accidents or injuries to members or guests while on Club property or while using Club facilities. Members are responsible for making themselves and their guests aware of the dangers that may exist around water and should protect themselves and their guests accordingly. All Club Members are charged with the responsibility of enforcing all rules and regulations.

The Board of Directors shall have absolute authority to act on any occurrence not specifically covered by these constitutions and by-laws.

Any member of the Clark County Fish and Game Club, Inc., in good standing, may appeal any action of the Board to any Board member of the Clark County Fish and Game Club, Inc., in writing. The Director so notified shall present said appeal to the attention of the Clark County Fish and Game Club, Inc. Board of Directors immediately upon being so notified of the appeal request. The request for appeal shall be presented to the general membership at a meeting of the Clark County Fish and Game Club, Inc. as soon as possible following the request.



Copyright © 2001 Clark County Fish & Game Club, Inc. Unauthorized Use is Prohibited.