Great Lakes Sports & Recreation Club

Articles of Incorporation & Bylaws

As amended and filed April 22, 2004

PURPOSE:

From the Articles of Incorporation and Bylaws - The purpose of this club shall be:

• To further and advance the quality of the environment and promote conservation of our natural resources.
• To encourage multiple use of our forest and land resources.
• To promote conservation education programs.
• To protect and defend the right of our citizens to own, keep and bear arms.
• To provide facilities and activities for club members promoting shooting skills, competition, and safety, and other activities for the enjoyment of club members.

FACILITIES:

• Lighted Skeet Field
• Combination Skeet/Trap Field
• Trap Field with Wobble Trap & Doubles Trap
• 5-Stand Field
• Outdoor Rifle Range to 100 yards with Enclosed Firing Line
• Outdoor 3D Archery Range and Horseshoe Courts
• Indoor 75 ft Pistol Smallbore Rifle Range, and 20 yrd. Archery Range
• Clubhouse with Banquet Facilities and Modern Kitchen, complete Bar with Pool tables

MEMBERSHIP:

• $65.00 Regular/Family Membership
• $15.00 Youth Membership (18 years or younger or in school full-time)
• Pro Rating: For First Time Members

ARTICLE I - NAME

SECTION 1. - The name of this organization, incorporated under the laws of the State of Michigan, shall be known as the Great Lakes Sports & Recreation Club. The Great Lakes Sports & Recreation Club was formed and registered as a Non-Profit Corporation with the Michigan Corporation and Securities Bureau.

ARTICLE II - MEMBERSHIP

SECTION 1. - Husband, wife and children under 18 years of age are considered to be one membership. One membership card will be issued per family. Only one vote per membership card will be allowed, except if both husband and wife are board members, each shall have a vote. Members reaching 18 years of age and not a full time student must purchase a pro rated membership to participate in club activities.

SECTION 2. - A new member is to pay according to the prorating schedule (once per lifetime only).

SECTION 3. - Life member: any member attaining the age of 70 with 5 years in good standing, will automatically receive Paid-up Lifetime Membership status.

SECTION 4. - Memberships are due and payable January 1 each year, but must be paid to participate in any activity of the Great Lakes Sports & Recreation Club.

SECTION 5. - Any member convicted of any game law violation can have their voting rights suspended for one year upon the vote of the board.

SECTION 6. - Members shall endeavor to conduct themselves at all times in a manner befitting a good sportsman.

ARTICLE III - CALENDAR

The calendar year of this Club shall begin with the 1st of January each year and end on the 31st day of December of that year.

ARTICLE IV - BOARD OF DIRECTORS

Shall consist of 9 Elected Members and the 4 Executive Officers, each having one vote. Each of the above are to be elected by the General Membership.

ARTICLE V - DUTIES OF OFFICERS

SECTION 1. - Executive officers shall be elected for a period of one year at the January meeting, and the term of office shall begin February 1. A nine person Board of Directors will be elected by the membership on a three (3) year rotating term basis. The retiring Chair (President) will automatically fill a three (3) year term on the Board of Directors, filling one of the 3 annual vacancies.

SECTION 2. - Any vacancy of office shall be filled by nomination and election at the first board meeting after the time the vacancy occurs.

SECTION 3. - PRESIDENT. It shall be the duty of the President to preside at all meeting of the club, enforce the provisions of this Constitution, and appoint committees, not otherwise provided for. The President shall be a member ex-officio of all committees.

SECTION 4. - VICE PRESIDENT. Shall assist the President in discharge of duties and perform the duties of President In his/her absence, death, incapacity or resignation. In the event there is an absence of both President and Vice-President at a regular meeting, the Past President will conduct the meeting, and in the event of his/her absence, a member of the Board of Directors will serve as Chairperson Pro Tem.

SECTION 5. - SECRETARY. Shall keep records of the Proceedings of the Club, conduct the correspondence, read all documents and correspondence to the Club and keep them on file for future reference. The Secretary shall also keep a record of all property of this Club and shall perform such other duties as may be delegated by the Board of Directors or by the Executive Committee.

SECTION 6. - TREASURER. Shall keep full and accurate accounts of all receipts and disbursements and deposit all money, checks and other obligations to the credit of the Great Lakes Sports & Recreation Club in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation only in accordance with due authorization of the Board of Directors. The Treasurer shall make a complete annual statement for the past fiscal year at the annual meeting (which annual statement shall, on determination of the Board of Directors, be verified by a committee, to be selected by the Board of Directors). In addition, the Treasurer shall perform all other duties incident to the office of Treasurer subject to the control of the Board of Directors, as the Board of Directors may determine. In the event of the Treasurers death, resignation, retirement, or removal from office shall restore to the Executive Officers all books, papers, vouchers, money, and property of whatever kind in his/her possession.

SECTION 7. - All officers elected must be in continuous good membership standing for one (1) year. If an officer misses four (4) consecutive board and membership meetings combined without an excuse being presented to the President within this time, he/she shall automatically be suspended from office and the office declared vacant.

SECTION 8- REMOVAL OF A DIRECTOR

Any director may be removed by the unanimous approval of all directors present at a newly constituted and property noticed meeting, provided the director being removed is given notice of the purpose of the meeting at least four (4) days prior to the meeting. Grounds for removal can be: misconduct, unexcused absences from meetings, incapacity to function appropriately, and disruptive conduct at meetings.

ARTICLE V (a) (Filed April 22, 2004)

A contract or other transaction between this corporation and one or more of its directors or officers, or between this corporation and another corporation, firm or association of any type or kind, in which one or more of this corporation's directors or officers are directors or officers, or are otherwise interested, is not void or voidable solely because of such common directorship, officership or interest, or solely because such directors are present at the meeting of the board or committee thereof which authorizes or approves the contract or transaction, or solely because their votes are counted for such purpose if:

(a)    The contract or other transaction is fair and reasonable to this corporation when it is authorized, approved or ratified; or

(b)    The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or known to the board or committee, and the board or committee authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of any common or interested director; or

(c)    The material facts as to the director's or officer's relationship or interest as to the contract or transaction are disclosed or known to the members, and they authorize, approve or ratify the contract or transaction.

ARTICLE V (b) (Filed April22, 2004)

(a)    Neither a volunteer officer nor a volunteer director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director or officer, except for liability:

    (i)    for any breach of the director's or officer's duty of loyalty to the corporation or its members,

    (ii)    for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,

    (iii)    a violation of MCLA 450.2551 (1),

    (iv)    a transaction from which the director or officer derived an improper personal benefit,

    (v)    an act or omission that is grossly negligent.

    (vi)    an act or omission occurring before the effective date of this provision granting limited liability.

(b)    The corporation assumes all liability for all acts or omissions of a volunteer director, volunteer officer, or other volunteer occurring on or after the effective date of this provision granting limited liability if all of the following are met:

    (i)    the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority,

    (ii)    the volunteer was acting in good faith,

    (iii)    the volunteer's conduct did not amount to gross negligence or willful and wanton misconduct,

    (iv)    the volunteer's conduct was not an intentional tort,

    (v)    the volunteer's conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle which tort liability may be imposed as provided in Section 3135 of the Insurance Code 1956, Act No. 218 of the Public Acts of 1956, being Section 500.3135 of he Michigan Compiled Laws.

If all of the above are met then a claim for monetary damages for a breach of the volunteer's duty to any person other than the corporation or its members shall not be brought or maintained against a volunteer director, volunteer officer, or other volunteer; but such a claim shall be brought or maintained instead against the corporation, which shall be liable for the breach of the volunteer's duty.

(c)    If the Michigan Nonprofit Corporation Act, MCLA 450.2101. et. seq. is amended after adoption of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, officers and volunteers, then the liability of a director, officer, or volunteer of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act, as so amended.

(d)   Any repeal or modification of the foregoing paragraph by the members of the corporation shall not adversely affect any right or protection of a director, officer, or volunteer of the corporation existing at the time of such repeal or modification.

ARTICLE VI- CLUB REPRESENTATION

No individual member or group of members shall state views as being those of the Club without official authorization by the Board of Directors or the President.

SECTION 1. - Removal of officers and agents. Any officer or agent may be removed by the Board of Directors whenever, in the judgment of the board, the business interest of the corporation will be served thereby.

SECTION 2. - Power to Require Bonds. The Board of Directors may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his/her duties.

SECTION 3. - Compensation. The compensation of directors, officers, and agents may be fixed by the Board.

ARTICLE VII - OFFICER/DIRECTOR INDEMNIFICATION

Every director and every officer of the Corporation shall be indemnified by the Corporation to the full extent permitted by law against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon them in connection with any proceeding to which they may be a party, or in which they may become involved, by reason of their being or having been a director or officer of the corporation, whether or not as director or officer at the time such expenses are incurred, except where prohibited by law. Provided that in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the director or officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director. or officer may be entitled.

ARTICLE VIII - GENERAL

SECTION 1. - This organization shall not, at any time, or under any circumstances, contribute any Club funds or goods purchased with Club funds to any organization, group, or individual except as authorized by a majority of Board members in attendance at a regular board meeting.

SECTION 2. - All expenditures by the Board of Directors exceeding $10,000 shall be approved by the general membership at a meeting called by the President.

SECTION 3. - Any amendment or addition to the Articles of Incorporation or Bylaws of this organization must first be referred to the Board of Directors for study. If recommended by that body, it must be brought to a vote of the membership at a meeting where the members have already been notified.

A 2/3 majority vote of the members present is required to change the Articles of Incorporation and Bylaws of this organization, excluding the listing of facilities, safety rules, membership fees, and hiring.

When requested, any member shall receive a copy of the Articles of Incorporation and Bylaws.

SECTION 4. - Contracts, conveyances, etc. When the execution of any contract, conveyance or other instrument has been authorized without specification of the Executing Officers, the President, or Vice-President, and the Secretary may execute the same in the name and behalf of the Corporation and may affix the corporate seal thereto. The Board of Directors shall have power to designate the officers and agents who shall have authority to execute any instrument in the behalf of this Corporation.

SECTION 5. - Provided further, there shall be no resolution or business matter involving the transfer, purchase, or sale of real estate without the approval of at least three-fourths (3/4) of all the members of the corporation. Such approval may be obtained in writing with signed and acknowledged signatures of the required number of members is not otherwise available at a regular meeting.

ARTICLE IX- MEETINGS

SECTION 1. - Board of Director meetings shall be held on the first Thursday of each month. A quorum of at least five (5) Board Members must be present to conduct business.

SECTION 2. - Regular membership meetings shall be held once each year (Date to be set by the Boards of Directors). A quorum of at least ten (10) members must be present to conduct business.

SECTION 3. - Notification of Annual Meeting, at least 10 days prior to the date set in Section 2. General membership shall be notified of that date by newsletter.

SECTION 4. - All meetings will be conducted using the Roberts Rules of Order.

SECTION 5. - There shall be no voting by proxy.

ARTICLE X - LIMITATION OF AUTHORITY

SECTION 1. - To the extent permitted by law, a volunteer director shall not be personally liable to the Corporation or its members for monetary damages for breach of the Directors fiduciary duty.

SECTION 2. - The Corporation assumes all liability to any person other than the Corporation or its members for all acts or omissions of a volunteer director occurring after January 1,1988.

ARTICLE XI- DISSOLUTION

In the event of dissolution of the Club, any assets remaining after satisfaction of all liabilities against the organization, shall be turned over to a non profit organization or organizations having similar objectives.