COLORADO STATE MUZZLE LOADING ASSOCIATION, INC.

BYLAWS

 

DEFINITIONS:

 

Member.  Any member of the Association whose dues are current.

Director.  Any member of the Board of Directors.

Board.  A meeting of Directors conducting Corporation business.

 

ARTICLE I:

 

 1.        Name. The name of this non-profit corporation will be the Colorado State Muzzle Loading Association, Inc.

 2.             Offices. The corporation may have offices at any place or places designated by the Board.

 

ARTICLE II - PURPOSE:

 

 The purpose for which this corporation has been formed is the preservation of all aspects of muzzle loading, for the benefit of the general public and future generations, and in this connection:

 

            1. To promote knowledge and safety in the handling and use of muzzle loading firearms.

            2. To work closely with federal, state, and local government and governmental agencies, and national, state, and local organizations concerned with, or associated with the proper preservation of muzzle loading activities.

            3. To encourage outdoor field sports and good fellowship among sportsmen.

 

ARTICLE III - MEMBERSHIP:

 

 1.             Eligibility. Any interested person not previously expelled by the Board, is eligible to become a member. Furthermore, spouse and all non-married minor dependents (under age 18) residing with of the member are also members. Only members over 18 years of age will have voting privileges; one vote per family membership.

 2.        Types.  The Corporation may solicit memberships in any classifications as the Board may select, based upon the needs of the Corporation.

 3.        Dues. All membership dues are non-refundable.

 4.             Members' Records. The Corporation will keep current records of its membership.  Any person who has been a member at least six months immediately preceding his/her demand, will have the right to examine, in person, or by agent, at any reasonable time, for any proper purpose, the books and records of the Corporation, and to make extracts there from. If a member utilizes an agent, said agent must present a signed and notarized Power of Attorney.

 5.        Annual Meeting. The annual meeting of the general membership will be held for the purpose of electing members to the Board and the transaction of any other proper business.  This meeting will be held at the Winter Annual Trade Show and Convention.  If in the event there is no Winter Annual Trade Show and Convention, a date, time, and location for the Annual Meeting of the General Membership will be published in the Newsletter with a minimum of thirty (30) days notice.

 6.        Term of Membership.  Membership shall be effective on the first day of the month following payment of dues through the last day of the twelfth (12th) month (inclusive) following the effective date.  Dues are delinquent and the member shall be dropped from membership rolls 30 90 days after the one (1) year period.

 

ARTICLE IV - BOARD OF DIRECTORS:

 

 1.        Powers and Duties. All the Corporation's powers are vested in, and will be exercised by, the Board of Directors.

 2.             Expenditures. The Board will maintain sufficient quantities of expendable funds. No individual member of the Board will spend more than $100.00 annually, outside of the Annual Budgetary guidelines, without prior approval of the Board.  All expenditures will be properly documented by receipts or vouchers before being paid. All expenditures in excess of $100.00 will be supported by at least three (3) competitive documented bids, whenever possible. The chosen vendor will be based upon all the relevant facts and circumstances.

 3.               Composition.

            (A) Officers.  President, Vice-President, Secretary, Treasurer.

            (B) Business Directors.  Wildlife Representative, Newsletter Editor, Education Coordinator, Membership Chairman.

            (C) Event Directors. State Shoot Director, State Shoot Assistant Director, Winter Annual Trade Show and Convention Director, Winter Annual Trade Show and Convention Assistant Director, Rendezvous Booshway and Rendezvous Assistant Director.

            (D) Regional Directors. Two (2) positions each - North, South, East, West, Metro (Denver) and At-Large.

 4.        Terms of Office.

            (A) Officers. One (1) year.

            (B) Business Directors. Newsletter Editor and Membership Chairman, one year.  Education Coordinator, three two years.  Wildlife Representative, five three years., to be elected one year before the start of the term, and serve said one year as apprentice.  Only the actual Wildlife Representative, not the apprentice, shall be a voting member of the Board.  Should the position become vacant the Board shall fill the remainder of the term as outlined in Article IV, Section 8, with the requirement of apprenticeship being waived and extra weight being given to applicants with prior experience in the position.

            (C) Event Directors.   Each Assistant Director will serve for one (1) year, then automatically become the Director of that event for one year.

            (D) Regional Directors.   Each elected Regional Director will serve for two (2) years. Each appointed Regional Director (At-Large) will serve for one (1) year.

            (E) Honorary Director.  This is a position of honor, with no voting privileges.  It is awarded to an individual who has demonstrated years of superior support and involvement in muzzle loading activities.  The position is limited to one annually.  It requires a 3/4 majority confirmation of the Board to be appointed to this position.  This position is considered a lifetime position as long as the individual remains a member in good standing of the Association

            (F) Effective Date.  With the exception of events directors, all Officers and Directors will assume the duties of their elected office on the First of April following their election.

            (G) During the interim period, the outgoing Officers and Directors will assist the incoming Officers and Directors with the assumption of their respective positions.

 5.             Multiple Positions. A person may hold a maximum of two positions on the board of Directors with the following limitations:

            (A) One of the positions must be that of Event Director or Assistant.

            (AB) A person may not serve in any position concurrently with the position of President, or Vice-President or Treasurer.

            (BC) A family membership may not have members serve concurrently in more than three (3) positions.

            (CD) The Chairperson of a meeting, who holds a second position, relinquishes the right to vote at that meeting.

            (DE) Each Board member has only one vote, regardless of number of positions held.

 6.            Removal from the Board.

            (A) Should any Director, after having been properly notified of meetings as set forth elsewhere in these bylaws, miss two consecutive regular Board meetings without notifying the President or Secretary of the expected absence, the Board, at the second meeting so missed, shall designate another Director to attempt to contact the missing Director.  If no contact can be established with the missing Director by the next regular Board meeting, or no reasonable explanation can be given for the absences, the Board may, by a majority vote, remove and replace the missing Director as per Article IV, Section 8.

            (B) Should any Event Director, after having been properly notified of meetings, fail to submit a report on his/her event to the Board, in person, writing, or through representative, for two consecutive regular Board meetings, the Board may, by a majority vote, remove and replace said Director as per Article IV, Section 8.

 7.        Age.  No one under the age of eighteen (18) may be elected or appointed to the Board of Directors.

 8.            Vacancies. Vacancies on the Board of Directors will be filled by a vote of the remaining Board members, and each person so selected will assume the office until completion of the term, or the next General Election.  At-Large Regional Director vacancies will be filled by appointment by the President.  A vacancy in any Event Director position will first be offered to the Assistant Director for that event, with the Board then filling the Assistant Director position.  If the Assistant cannot, for any reason, fill the position, he/she will remain as the Assistant and the Board will fill the Event Director position.

 9.             Non-liability. The members of the Corporation will not, as such, be liable on its obligations.

10.             Prohibition of Loans. No loans shall be made by the Corporation at any time.

 

ARTICLE V - MEETINGS OF THE BOARD OF DIRECTORS:

 

 1.        Regular Meetings. Regular Board meetings will be held at such time and place as the Board may determine, but there shall be no fewer than four quarterly Board Meetings annually.

 2.        Annual Meeting. The annual Board meeting will be held at Annual Trade Show and Winter Convention.

 3.        Special Meetings. Special meetings may be held at any time on the call of the President, or on demand, by any three (3) Directors, or five percent (5%) of the current membership.

 4.        Notice of Meetings. Notice of regular meetings and annual meetings will be provided to each Board member ten (10) days prior to the meeting. Notice of special meetings will be communicated to each Director as soon as possible after the meeting is called.  Notice of special meetings may be communicated by mail, telephone, telegram, or other communication mediums.

 5.             Quorum. At all Board meetings, the presence of a majority of the Board members will be necessary to constitute a quorum for all purposes. In the absence of a quorum, no business will be conducted any action taken must be approved at the next Board meeting.

 6.        Voting. At every meeting of the Board, each Director, except for the presiding chair of that meeting, will be entitled to one vote in person, or by written proxy. Upon demand of any Director, the vote upon any question before the meeting will be by roll call, with each Director’s vote recorded in the minutes, except as provided for in Article V,   Section 8. All matters will be decided by a majority vote of the Directors present or by proxy.  In the event of a tie vote, the matter will be decided by the presiding chair of the meeting.

 7.        Action Without a Meeting. Any action to be taken at a Board meeting may be taken without a meeting if a consent in writing setting forth the action is signed by three-fourths (3/4ths) of the Directors entitled to vote on the matter.

 8.        Action Without Assembling. Any action that may be taken at a Board meeting, or a committee thereof, may be taken by the Directors, or committee thereof, by communication simultaneously by means of conference telephones or similar equipment.

 

ARTICLE VI - DUTIES OF THE BOARD OF DIRECTORS:

 

 1.        Duties of Officers.

            (A) President.  The President will preside at all meetings of the Corporation and the Board. He/she will be the executive head of the organization, and will represent the Corporation where  required. He/she will have the authority to appoint two (2) Regional Directors-at-Large. He/she will have unspecified powers as necessary for the welfare of the Corporation, which are not inconsistent with these bylaws.

            (B) Vice-President. The Vice-President will act as and have the powers of the President when the latter is absent or at his/her request.  The Vice-President shall chair the Public Safety and Advisory Committees designated by the President or Board of Directors. This position takes on the roll of Quartermaster and is responsible for the material inventory and the location of CSMLA assets. The Vice President shall review the expenditures and receipts from all events to maintain this material inventory. The responsibility of deletion and replacement of said assets will be with the Board’s approval.

            (C)       Secretary.  The Secretary will have charge of such books, documents, and other records as the Board may determine. The Secretary will keep these records open for inspection by any member as prescribed in Article III Section 3. The Secretary, or his/her designee, will attend and keep the minutes of all Board meetings and General Meetings.

            (D) Treasurer.  The Treasurer will be responsible for all corporate funds, securities, and assets. The treasurer will disburse payments on corporate obligations as prescribed in Article IV Section 2. He/she will account for all corporate transactions using generally accepted principles. He/she will provide financial reports at all Board meetings, or at the request of the President, and will prepare complete financial statements within a reasonable time after fiscal year end.

 2.        Duties of Business Directors.

            (A) Wildlife Representative.  The Wildlife Representative will be the representative of the corporation's then current wildlife plan. He/she is responsible for reporting to the Board, progress toward accomplishing, and deviations from the then current wildlife plan. He/she will have the power to appoint committees and negotiate with other organizations (public and private) to promote muzzle loading hunting and proper game management.

            (B) Newsletter Editor.  The Newsletter Editor will assemble, edit, publish, and distribute the newsletter  to members on a bi-monthly basis.

            (C)       Education Coordinator.  The Education Coordinator will be responsible for the dissemination of information about muzzle loading activities and objectives to the general public.

            (D) Membership Chairman.  The Membership Chairman will maintain a membership roll of current members. He/she will be responsible for coordinating membership efforts with the Board to provide increased membership in the corporation, as well as, coordinating membership materials, promotional materials and corporate mailings.

 3.        Duties of Event Directors.

            (A) Event Directors - The Event Directors will have charge over their respective events.  He/she will be responsible for the coordination and operation of the event under the then current operational guidelines, and will report to the Board, any circumstances leading to or being in conflict with the event's operational guidelines.  Event Directors shall select and obtain permits for the site for their event.

            (B) Assistant Event Directors - the Assistant Event Directors will have charge of event safety crews for the event.  He/she will submit a plan, based on the selected site and anticipated conditions, for emergency ingress and egress, range safety, and fire safety.

 4.        Duties of Regional Directors.

            (A) The Regional Directors will be responsible for long range planning for the Corporation.

            (B) The Regional Directors will work with other organizations, both public and private, within their respective geographic areas, to understand the appropriate role and responsibilities of the corporation.

 

ARTICLE VII - ELECTIONS OF MEMBERS OF THE BOARD OF DIRECTORS:

 

 1.            General. Elections for the following Directors will be held at the annual meeting Winter Convention: President, Vice-President, Secretary, Treasurer, Wildlife Representative, Newsletter Editor, Education Coordinator, and Membership Chairman. Elections of Regional Directors with terms expiring will also be held at the annual meeting Winter Convention. Elections of Assistant Event Directors will be held at the respective events; State Shoot, Annual Trade Show and Winter Convention or Annual Meeting and the Rendezvous.

 2.             Eligibility. A person is not eligible to become a Director unless he/she has been a member for at least six (6) months preceding the election.

 3.             Candidacy and Nominations. The Newsletter Editor will publish a candidate’s forum in the two issues prior to the elections. Each candidate may submit a letter of no more than 250 words, announcing candidacy.  Letters will be printed unedited with all letters of more than 250 words being returned to the candidate for rewriting.  Nominations will be accepted through the normal procedure, that being the consent of the nominee and a second to the nomination.

 4.        Election Committee. An election committee will may be appointed every year by the President or highest ranking officer present.  It will be composed of three (3) members who are neither Directors, nor candidates for the Board. The election committee will be responsible for coordinating ballot dispersal, ballot counting and other issues related to elections.  An Election Committee will be appointed to preside over all general elections.

 5.        Voting. Contested elections will be conducted by ballot.  The election will be decided by simple majority of the voting members present.

 

ARTICLE VIII - ADVISORY COMMITTEES:

 

Advisory committees will be called into being and discharged by actions of the President or any Director.

 

 1.            Permanent Committees: There shall may be two three (23) permanent, or standing committees as advisory to the Board of Directors.  These committees and their membership are:

            (A) Executive: Shall consist of the President, Vice-President, Secretary, Treasurer, Membership Director, and two (2) Regional Directors.  This committee shall have the responsibility for planning and discussion of all policy, financial, and other items identified as sensitive in nature.  Reports of Executive Committee activities will be given at each Board meeting.

            (B) Public Safety: Shall May consist of the Vice President, Assistant Rendezvous Director, Assistant State Shoot Director, Assistant Winter Annual Trade Show and Convention Coordinator, Chief Range Safety Officer, Newsletter Editor, volunteer lead medical personnel for State Shoot and Rocky Mountain College Rendezvous, Winter Annual Trade Show and Convention, and three (3) individuals from the general membership of the Association.  Responsible for formulating and/or reviewing policies and plans to assure maximum safety of persons attending Association-sponsored events.  These may include, but are not limited to weather, medical emergencies, range set-up and access, insurance requirements, and other necessary details as may be required.

            (C) Chief Range Safety Officer: Shall be responsible for formulating and/or reviewing policies and plans to assure maximum safety of persons attending Association-sponsored shooting events.

 

ARTICLE IX - CONTRACTS:

 

No member or Director will have any power or authority to bind the Corporation by any contact or engagement, except as authorized or designated by the Board.

 

 ARTICLE X - DISCIPLINARY ACTION:

 

 1.        Filing of Charges against a Director. Charges against any Director may be presented by any member.  They will be in writing, clearly stating the facts relied upon and accompanied by all affidavits or exhibits which are to be used in their support. Such charges will be filed with the Secretary, who will immediately notify the President. The President will call a special meeting of the Board to hear the charges. The Secretary will give at least fifteen (15) days written notice of the meeting to each Director as well as the "accuser" and the "accused", which will include a copy of the charges, the supporting affidavits and exhibits, and the date, time and location of the meeting.

 2.        Voting on Charges. Any "accused" Director may be suspended or expelled from the Corporation, for any cause deemed sufficient, by a two-thirds (2/3) vote of the Directors present at the special meeting. This vote may only be taken at such special meeting, by the use of ballots, and after the "accused" Director is given a full hearing.

 3.        Filing of Charges against a Member of the Corporation. Any "accused" member, who is not a Director, may be suspended or expelled from the corporation, for any cause deemed sufficient, by a two-thirds (2/3) vote of the Directors present at the special meeting. This vote may only be taken at such special meeting, by the use of ballots, and after the "accused" member is given a full hearing.

 4.        Appeal Process. Any member suspended or expelled by the Board may appeal to the full membership of the Corporation. Such appeal will be made in writing to the Secretary who will notify the President. The President will call a special meeting of the Corporation for the purpose of acting on the appeal. He/she will give at least fifteen (15) days notice in writing to all members of the Corporation, stating the date, time, location and reason for such a special meeting. At the meeting of the full Corporation, the Secretary (1) will read the original charges, (2) will read the supporting affidavits, (3) will read or display the accompanying exhibits, and (4) will read the minutes of the special Board meeting at which the suspension or expulsion occurred. A vote will be taken by ballot of the members present, and a two-thirds (2/3) vote will be required to reverse the suspension or expulsion.

 5.        Anyone suspended or expelled by the Board may also be barred, at the Board’s discretion, from all Association events.

 

ARTICLE XI - DISSOLUTION:

 

If events occur which would cause the dissolution of the Corporation, the following action will be taken:

 

 1.        All assets of the Corporation will be liquidated through public and/or private sale.

 2.        All monies will be utilized to satisfy all outstanding liabilities of the Corporation.

 3.        Any remaining assets, after the satisfaction of all liabilities, will be evenly distributed to all members of the Corporation who are in good standing.  If the Board determines that this distribution is not feasible, the remaining assets will be donated to another non-profit group or organization of like interest as designated by the Board.

 

ARTICLE XII - AMENDMENTS:

 

 1.             Proposed Amendment(s). Any proposed amendment(s) to these bylaws may be introduced by any member of the Corporation at any regular Board meeting or special Board meeting called for that purpose. Any proposed amendment(s) must be in writing and presented to each Director present.

 2.        Board of Directors Recommended Amendment(s).   Upon two-thirds (2/3) recommendation of the Board, each member is to be provided a copy of the proposed amendment(s) at least ten (10) days prior to a meeting of the general membership.

 3.        Board of Directors Non-Recommended Amendment(s).  Upon failure to obtain two-thirds (2/3) recommendation of the Board, a member may, at his/her sole option, have published in the newsletter, in its entirety, the proposed amendment(s), accompanied by the Board's reasoning for not recommending the amendment(s), and the date, time, and location of a meeting of the general membership.

 4.             Ratification. At the meeting of the general membership a vote will be taken by show of hands or ballot of the members present. A two-thirds (2/3) vote will be required to ratify the amendment(s).

 5.             Publication. Any ratified amendment(s) will be published in the newsletter in their entirety.

 

ARTICLE XIII - OPERATING PROCEDURES:

 

The Secretary will maintain a copy of the Corporation’s operating procedures. These may be amended at any regular or special meeting by a majority of the Directors present. They include, but are not limited to: event guidelines, meeting agendas, and financial procedures.

ARTICLE XIV - RULES OF ORDER:

 

The rules contained in the most recent edition of Robert's Rules of Order, Revised, will govern all meetings of the Board where those rules are not inconsistent with the Articles of Incorporation, Bylaws, or special rules of order of the Corporation.

 

ARTICLE XV - BYLAW REVIEW:

 

Bylaws will be reviewed by a committee chaired by the Secretary and four (4) of the Regional Directors every five (5) years beginning in 1999. Recommended changes will be presented for vote at the annual general meeting in the following year (2000).  Regional Directors on the committee will be appointed by the President, with preference going to volunteers.

 

ARTICLE XVI - EFFECTIVE DATE:

 

Any edition of the bylaws of the Colorado State Muzzle Loading Association, Inc. becomes effective on the date adopted by the members and supersedes all previous editions.  These bylaws adopted March 14, 1998.

 

Review and Revision:

These by-laws were reviewed by Committee and adopted as-is at the CSMLA Board Meeting held on November 6, 2004.

 

These by-laws were reviewed by Committee and approved as-is at the CSMLA Board Meeting held on November 7, 2009 and are to be published in the Poke for membership approval Feb 6^th, 2010.