CLARK COUNTY FISH & GAME CLUB, INC. BY-LAWS Wednesday, August 20, 2008 -- 14:26:03 EST Article I Offices Last Revised -Tuesday, October 12th, 2004 The Principal office of the Corporation shall be located in Winchester, County of Clark, Commonwealth of Kentucky. Article II Shareholders Last Revised -Monday, December 11th, 2006 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 p.m., 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, on the second Monday at the clubhouse, or as dictated 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 all the outstanding shares of the Corporation 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 in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of the shareholders is to be taken. If the stock transfer 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 for such determination of shareholders. When a determination of 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 of 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 outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. 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 a telephone 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 the shareholders entitled to vote with respect to the subject matter thereof. Article II Shareholders Last Revised -Sunday, December 14th, 2008 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 p.m., 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, on the second Monday at the clubhouse, or as dictated 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 all the outstanding shares of the Corporation 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 in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of the shareholders is to be taken. If the stock transfer 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 for such determination of shareholders. When a determination of 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 of 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 outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. 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 a telephone 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 the shareholders entitled to vote with respect to the subject matter thereof. Article II Shareholders Last Revised -Tuesday, October 12th, 2004 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 p.m., 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, on the second Monday at the clubhouse, or as dictated 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 all the outstanding shares of the Corporation 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 in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of the shareholders is to be taken. If the stock transfer 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 for such determination of shareholders. When a determination of 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 of 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 outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. 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 a telephone 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 the shareholders entitled to vote with respect to the subject matter thereof. Article III Board of Directors Last Revised -Monday, December 11th, 2006 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 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, but if less than such majority is present, in person, by proxy or by telephone, 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 Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election 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 club member, who has been elected to serve as a Board member for two consecutive terms (6 years), shall be eligible to be elected or selected as a Board member until they have been out of office for a period of one year. Article III Board of Directors Last Revised -Tuesday, October 12th, 2004 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 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, but if less than such majority is present, in person, by proxy or by telephone, 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 Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election 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 club member, who has been elected to serve as a Board member for two consecutive terms (6 years), shall be eligible to be elected or selected as a Board member until they have been out of office for a period of one year. Article IV Officers Last Revised -Monday, December 11th, 2006 Section 1. Number. The officers of the Corporation shall be a President, a Vice President/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/General Secretary. 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/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 Vice President/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. Article IV Officers Last Revised -Tuesday, October 12th, 2004 Section 1. Number. The officers of the Corporation shall be a President, a Vice President/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/General Secretary. 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/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 Vice President/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. Article V Indemnity Last Revised -Tuesday, October 12th, 2004 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 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 if 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 -Tuesday, October 12th, 2004 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 and 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 -Tuesday, October 12th, 2004 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 certificates for share shall be consecutively numbered or otherwise identified. The name and address of the person to whom the share represented thereby is issued, with the number of the share and date of issue, shall be entered in the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like share shall have been surrendered or canceled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Section 2. Transfer of Shares. 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, attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name the share stands on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Section 3. Stock Share Transfer Agent. All transfers of shares shall be made by and through the club Registrar acting as the Transfer Agent. All current and delinquent dues and fees must be paid at the time of transfer. Article VIII Fiscal Year Last Revised -Tuesday, October 12th, 2004 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 -Tuesday, October 12th, 2004 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 -Tuesday, October 12th, 2004 Section 1. A member is defined as THE person IDENTIFIED ON THE STOCK CERTIFICATE ISSUED BY THE Clark County Fish and Game Club, Inc. whose DUES are current and who is in good standing. Persons who are members of a HOUSEHOLD FAMILY are afforded the same benefits as the shareholder when using the Club facilities. Membership dues shall be set by the BOARD OF DIRECTORS and are payable by January 1 of each year. ONLY ONE (1) MEMBER OF A HOUSEHOLD FAMILY WILL BE ELIGIBLE TO SERVE AS A MEMBER OF THE CLARK COUNTY FISH AND GAME CLUB BOARD OF DIRECTORS AT ANY ONE TIME. 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. All dues are to be paid by the first day of January of each year, except in case of illness or other uncontrolled circumstance, in which case a grace period, not to exceed one year, may be granted upon application of such person to the Board of Directors. The granting of a grace period is not to be interpreted as a waiver of dues or fees. Section 5. Shareholders who have not paid dues by February 15 of each year will be declared delinquent and the share sold. The shareholder shall be notified by registered letter, mailed to the shareholders post office address on file with the Board. The said delinquent share will be sold at the discretion of the Board of Directors. The Board of Directors shall at their discretion, establish the administrative process AND ANY/ALL COSTS DEEMED NECESSARY BY THE CLUB to sell the said delinquent share. Article XI Rules and Regulations Last Revised -Tuesday, October 12th, 2004 Section 1. 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. Each member shall be responsible for keeping informed of the rules of the Club by attending Club meetings, by reading the bulletin board where updates shall be posted and by reading the Club news bulletin that is mailed to members periodically during the year. Section 2. 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 the lake and grounds and in the clubhouse. 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 are as follows: a. Members are limited to one (1) guest to hunting activities on all Club property and two (2) guests to fishing activities on the slake at any one time for each membership for which they have paid dues for the year. b. Members must be in the company of their guest(s) at all times. c. The Board of Directors may limit specific activities as being 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. The Clark County Fish and Game Club, Inc., assumes no responsibility or liability 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. Section 4. Security and Safety. The Clark County Fish and Game Club, Inc., assumes no responsibility or liability 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. Section 4. Security and Safety. The Clark County Fish and Game Club, Inc., assumes no responsibility or liability 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. Section 4. Security and Safety. The Clark County Fish and Game Club, Inc., assumes no responsibility or liability 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. Copyright © 2001 Clark County Fish & Game Club. Unauthorized Use is Prohibited.