BYLAWS OF HAWKS GUN CLUB OF EAST TEXAS, INC.
These Bylaws govern the affairs of HAWKS Gun Club of East Texas, Inc., a nonprofit corporation. UPDATED Feb 17th 2024
ARTICLE 1-- OFFICES
Principal Office
1.01. The Corporation's principal office in Texas will be located at 210 Locust406 S. Main St., P.O. Box 1032, Winnsboro, Texas 75494. The Corporation may have such other offices, in Texas or elsewhere, as the Board of Directors may determine. The Board may change the location of any office of the Corporation.
Registered Office and Registered Agent
1.02. The Corporation will maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation's principal office in Texas. The Board may change the registered office and the registered agent as permitted in the Texas Non-Profit Corporation Act.
ARTICLE 2-- MEMBERS
Class of Members
2.01. The Corporation will have one class of members.
Admitting Members and Renewing Membership
2.02. Application for voting membership shall be open to any U.S. male Citizen sponsored by a current member in good standing. Membership is granted after completion and receipt of a membership application and annual dues. All members in good standing must be current NRA members and must possess a License toTo Carry (LTC) or one recognized by the state of Texas or be a commissioned law enforcement officer or be a retired law enforcement officer or authorized by the state or federal government to carry a firearm. Any member who has had their LTC revoked shall have their membership terminated. HAWKSThe Board may allow exceptions by accepting members who will complete their LTC training / certification inwithin a 90- day period.
Membership Fees and Dues
2.03. The Board may set and change the amount of an initiation fee, if any, and the annual dues payable to the Corporation by members. Dues are payable as and when the Board may determine.
Voting Rights
2.04. Each member is entitled to one vote on each matter submitted to a vote of the members except as limited in section 3.05.
Resolving Disputes
2.05. In any dispute between members relating to the Corporation's activities, all parties involved will cooperate in good faith to resolve the dispute. If the members cannot resolve a dispute among themselves, they will submit the dispute to the Board to be resolved by a majority vote of a quorum of the Board. This paragraph will apply to a dispute involving the Corporation as a party relating to sanctioning, suspending, or expelling a member from the Corporation.
Sanctioning, Suspending, or Terminating Members
2.06. Members must conduct themselves in a manner to reflect a positive image of HAWKS as a whole. The Board may impose reasonable sanctions on a member, or suspend or expel a member from the Corporation, for good cause after a hearing. Good cause includes defaulting on an obligation to the Corporation to pay fees or dues for a period of 30 days following delivery of notice of default, or a material and serious violation of the Corporation's articles of incorporation, bylaws, or rules, or of law. The Board may not take any action against a member without giving the member adequate notice and an opportunity to be heard. To be deemed adequate, notice must be in writing or e-mail and delivered at least 14 days before the hearing. But shorter notice may be deemed adequate if the Board determines that the need for a timely hearing outweighs the prejudice caused to the member and if the notice states the need for a timely hearing. The Board may impose sanctions, suspend a member, or expel a member by vote of a majority of a quorum of the Board.
Resignation
2.07. Any member may resign from the Corporation by submitting a written resignation to the secretary. The resignation need not be accepted by the Corporation to be effective.
Reinstatement
2.08. A former member may submit a written or e-mailed request for reinstatement of membership. The Board may reinstate membership on any reasonable terms that the Board deems appropriate.
Transferring Membership
2.09. Membership in the Corporation is not transferable or assignable. Membership terminates when the Corporation dissolves or a member dies. Membership is not a property right that may be transferred after a member dies.
Waiving Interest in Corporate Property
2.10. The Corporation owns all real and personal property, including all improvements located on the property, acquired by the Corporation. A member has no interest in specific property of the Corporation. Each member waives the right to require partition of all or part of the Corporation's property.
ARTICLE 3-- MEETINGS OF MEMBERS
Annual Meeting
3.01. Beginning in 2012, the Board will hold an annual members' meeting at a time, date and place designated by the Board in September each year (generally first Thursday night 5:30pm). At the annual meeting, the members will elect directors and transact any other business that may come before the meeting. If, in any year, the election of directors is not held on the day designated for the annual meeting, or at any adjournment of the annual meeting, the Board will call a special meeting of the members, as soon as possible, to elect directors.
Special Meetings
3.02. Special meetings of the members may be called by the president, the Board, or not less than one-third of the voting members.
Place of Meeting
3.03. The Board may designate any place, inside or outside Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board. If the Board does not designate the place of meeting, the meeting will be held at the Corporation's registered office in Texas.
Notice of Meetings
3 .04. Written or e-mailed notice of any members' meeting, including the annual meeting, will be delivered to each member entitled to vote at the meeting not less than 5, nor more than 60, days before the date of the meeting. The record date for determining the members entitled to notice of any meeting of members will be established by the Board from the list of members in good standing as of the first of whatever month the board selects that precedes the meeting date. After fixing the record date, the Board will cause to be prepared an alphabetical list of all members entitled to notice of any meeting of members. Notice will be given by or at the direction of the president or secretary, or the officers or persons calling the meeting. After a record date is fixed, an alphabetical list of members entitled to receive notice will be prepared. The list will also contain a separate listing of those members entitled to vote at the meeting but not entitled to receive notice and will be available for inspection at the principal office of the corporation from two business days after notice is given until the meeting is held. Any member entitled to vote at the meeting is entitled to access to the list for the purpose of communicating with other members. The member or the member's agent or attorney may make the inspection on written demand and copy the list at a reasonable time and at the member's expense. Any new member accepted into HAWKS after notice of a meeting has been issued will receive verbal notice of the meeting upon receipt of his annual dues.
Eligibility to Vote at Members' Meetings
3.05. A member in good standing is entitled to vote at a meeting of the members of the corporation. A member in good standing is one who has paid all required fees and dues and is not suspended as of the date of the notice of the meeting.
Quorum
3.06. The members present at any properly announced meeting shall constitute a quorum.
Actions of Members
3.07. The members will try to act by consensus. However, if a consensus is not available on a matter or proposal, the vote of a majority of voting members in good standing, who are present at a meeting, is enough to constitute the act of the members unless law or the bylaws require a greater number. Voting will be by ballot or voice, except that any election of directors will be by ballot if demanded by any voting member at the meeting before the voting begins.
Proxies
3.08. A member shall not be entitled to vote by proxy.
ARTICLE 4-- BOARD OF DIRECTORS
Management of Corporation
4.01. The Board will manage corporate affairs. and provide minutes to membership by e-mail for every meeting conducted. All Hawks are invited to attend board of directors’ meetings to observe, present new business opportunities or membership concerns.
Conflict of Interest.
4.02. HAWKS Board, Directors/Officers may not service on the Friends of the HAWKS Board. However, Directors/Officers they may serve on any committee fund raising events to support of HAWKS number one goal of serving our local communities.
Nominating Directors/Officers
4.03.4.02. At any meeting at which the election of a director is held, a voting member in good standing may nominate a person to the position of Director with a stated office as listed in OFFICERS section. Each nomination shall require a second of any other voting member in good standing. Prospective Directors should be polled by the member making nomination beforehand to ensure the prospect is eligible and willing to serve.
Electing Directors/Officers
4.0304. A person who meets the qualifications for director and who has been duly nominated may be elected as a director. Directors will be elected by the vote of the members at annual SeptemberAugust meeting and take office effective SeptemberAugust.
Number, Qualifications, and Tenure of Directors/Officers
4.0405. The number of Directors/Officers will be sevensix. Directors must be Texas residents. Directors/Officers will be members of the Corporation. The directors' terms will be staggered as described in the Officers section. Outgoing Directors may serve as non-voting ex-officio Directors for a onetwo-year period. Directors/Officers will be elected at the annualbiannual meeting of the members, and each elected by the membership to fill one of the officer positions in Article 5. Each Director/Officer shall serve a term as described in Article 5.
Vacancies
4.0506. The BoardPresident will select with BOD concurrence to fill any vacancy in the Board and any director position to be filled due to an increase in the number of directors. A vacancy is filled by the affirmative vote of a majority of the remaining directors, even if it is less than a quorum of the Board, or if it is a sole remaining director. A director selected to fill a vacancy will serve for the unexpired term of his predecessor. Annual Meeting
Annual Meeting
4.0607. The annual meeting of the Board may be held without notice other than these Bylaws. The annual Board meeting will be held at the time, date and place designated by the Board.
Regular Meetings
4.0708. The Board may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held inside or outside Texas and will be held at the Corporation's registered office in Texas if the resolution does not specify the location of the meetings. No notice of regular Board meetings is required other than a Board resolution stating the time and place of the meetings.
Special Meetings
4.0809. Special Board meetings may be called by, or at the request of, the president, or any two directors or membership with justification may request. A person or persons authorized to call special meetings of the Board may fix any place within East Texas as the place for holding a special meeting. The person or persons calling a special meeting will inform the secretary of the corporation of the information to be included in the notice of the meeting. The secretary of the Corporation will give notice to the directors as these Bylaws require.
Notice of Special Meetings
4.0910. Written, or e-mailed or text notice of any special meeting of the Board will be delivered to each director not less than two, or more than ten days before the date of the meeting. The notice will state the place, day, and time of the meeting; who called it; and the purpose or purposes for which it is called.
Quorum
4.1011. A majority of the number of directors then in office and in good standing as HAWKS members constitutes a quorum for transacting business at any Board meeting. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required for a quorum. If a quorum is never present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting once without further notice.
Duties of Directors
4.1112. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner, they reasonably believe to be in the Corporation's best interest. In this context, the term "``ordinary care"care'' means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on directors, directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that has been prepared or presented by a variety of persons, including officers and employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if he has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Duty to Avoid Improper Distributions
4.1213. Directors who vote for or assent to improper distributions are jointly and severally liable to the Corporation for the value of improperly distributed assets, to the extent that, as a result of the improper distribution or distributions, the corporation lacks sufficient assets to pay its debts, obligations, and liabilities. Any distribution made when the Corporation is insolvent, other than in payment of corporate debts, or any distribution that would render the Corporation insolvent, is an improper distribution. A distribution made during liquidation without payment and discharge of or provision for payment and discharge of all known debts, obligations, and liabilities is also improper. Directors present at a Board meeting at which the improper action is taken are presumed to have assented, unless they dissent in writing. The written dissent must be filed with the secretary of the Corporation before adjournment of the meeting in question or mailed to the secretary by certified mail immediately after adjournment. A director is not liable if, in voting for or assenting to a distribution, the director (1) relies in good faith and with ordinary care on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more officers or employees of the Corporation; legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or a committee of the Board of which the director is not a member; (2) while acting in good faith and with ordinary care, considers the Corporation's assets to be at least that of their book value; or (3) in determining whether the Corporation made adequate provision for paying, satisfying, or discharging all of its liabilities and obligations, relied in good faith and with ordinary care on financial statements or other information concerning a person who was or became contractually obligated to satisfy or discharge some or all of these liabilities or obligations. Furthermore, directors are protected from liability if, in exercising ordinary care, they acted in good faith and in reliance on the written opinion of an attorney for the Corporation. Directors held liable for an improper distribution are entitled to contribution from persons who accepted or received the improper distributions knowing they were improper. Contribution is in proportion to the amount received by each such person.
Delegating Duties
4.1314. Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on the Corporation's behalf; and to sell, transfer, or otherwise dispose of the Corporation's assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board acts in good faith and with ordinary care in selecting the advisor. The Board may remove or replace the advisor at any time and without any cause whatsoever.
Interested Directors
4.1415. Contracts or transactions between directors, officers, or members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, officer, or member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party's votes are counted for the purpose. However, every director with any personal interest in the transaction must disclose all material facts concerning the transaction, including all potential personal benefit and potential conflicts of interest, to the other members of the Board or other group authorizing the transaction. The transaction must be approved by a majority of the uninterested directors or other group with the authority to authorize the transaction.
Actions of Board of Directors
4.1516. The Board will try to act by consensus. However, if a consensus is not available, the vote of a majority of directors presentswill present and voteing at a meeting at which a quorum is present is enough to constitute the act of the Board, unless the act of a greater number is required by law or by some other provision of these Bylaws. A director who is not HAWKS member in good standing does count toward a quorum and is not entitled to cast a vote as a director. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the Board's decision.
Proxies
4.16.4.17. A director may not vote by proxy unless Special Exception.
Special Exception: The President may direct a Board meeting with BOD concurrence be conducted by Video/Telecom due to illness or nation or state epidemic to an ensue quorum of officers.
Compensation
4.18.4.17. Directors may not receive fees or salaries for their services. A director may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a director will be reasonable and commensurate with the services performed.
Removing Directors
4.1819. The members may vote to remove a director at any time with justified evidence. A meeting to consider removing a director may be called and noticed following the procedures provided in these Bylaws for a special meeting of the members of the corporation. The notice of the meeting will state that the issue of possibly removing the director will be on the agenda. At the meeting, the director may present evidence of why he should not be removed and may be represented by an attorney at and before the meeting. Also, at the meeting, the Corporation will consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director. A director may be removed by the affirmative vote of a majority of the members present and voting at any meeting where a quorum is present.
ARTICLE 5-- OFFICERS
The President - shall preside at membership meetings and serve for two years and elected on even numbered years.
He shall present at each annual meeting an annual report of the organization.
He shall appoint committees, temporary or permanent.
He shall see all books, reports and certificates required by law are properly kept.
He may be one of the officers who may sign checks.
He shall have such powers as may be construed as belonging to the chief executive of any organization.
The Vice President - shall serve for two years and elected in even numbered years. In the event of the absence or inability of the President to exercise his office become acting President with all the rights, and powers as if he had been the duly elected president to include, he may sign checks.
The Secretary - shall serve for two years and elected in oddeven numbered years. He shall keep the minutes and records of HAWKS. It shall be his duty to file any certificate required by statute, federal or state. He shall give and serve all notices to members. He shall be the official custodian of records. He may be one of the officers who may sign checks. He shall present to the membership any communication addressed to him as Secretary of HAWKS. He shall attend to all correspondence and shall exercise all duties incident to the Office of Secretary. The official HAWKS communication to membership is only authorized sent by the Secretary. These items are to be reviewed by the secretary and approved by the President and Vice President. However, emergency notifications, membership prayer requests and death notices for membership and family does not require approval.
The Treasurer - shall serve for two years and elected in oddeven numbered years. He shall have care and custody of all monies belonging to HAWKS and shall be solely responsible for such monies. He shall deposit monies in a business bank or trust company. He must be one of the officers who shall sign checks. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. Any check to exceed $500 must have two signatures. The Treasurer shall make certain that the HAWKS meet all requirements of a 50l 501(c) 7 as required by law. He shall make an Annual Financial report suitable for audit, to include a proposed budget with projected income and expenses for the next year. He shall exercise all duties incident to the office of Treasurer.
The Public Relations officer - shall serve for two years and elected in odd numbered years. He shall communicate to the Citizens through the press or any other means in order to show others the mission and creed of the HAWKS of East Texas. The Public Relations Officer may be called on by the Board to keep informed all HAWKS of the functioning of the Club. This Officer may serve as liaison between the Winnsboro Police Department and the HAWKS Volunteers in Police Service. The Public Relations Officer will serve as a voting HAWKS Board Member.
The Sergeant at Arms shall serve for two years and be elected in odd numbered years. He
shall
The Sergeant at Arms shall serve for two years and be elected in even numbered years. He shall strive to maintain order and decorum at all meetings and functions. He shall care for and have custody of attendance records. records. He shall lead membership during pledge of allegiances for USA and Texas.
The Range Officer/Safety. Officer - shall serve a two-year term and be elected in even numbered years. He will strive to educate the club on safe gun handling practice and conduct all range activities to those range safety rules.
Certain members may be appointed by the President with the additional duties of:
Appointed Positions
Certain members may be appointed by the President with the additional duties of:
The Public Relations - shall serve the membership and communicate to the Citizens through the press or any other means in order to show others the mission and creed of the HAWKS of East Texas.
The Historian shall - strive to keep an accurate written and pictorial history of HAWKS.
The Chaplin shall - serve the membership in spiritual areas.
The Webmaster shall - serve to maintain the HAWKS website.
Vacancies and Removal
Officer Appointment
5.04. The BoardPresident may select with BOD concurrence a person to fill a vacancy in any office for the unexpired portion of the officer's term.
Officer Removal
5.05 The President may remove or request resignation any officer with BOD concurrence who has be absence for three unexcused consecutive meetings and or does not or fails to perform their duties in accordance with these bylaws.
ARTICLE 6-- COMMITTEES
Establishing Committees
6.01. The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee and appointing or removing members of a committee. A committee may include one or more directors and may include persons who are not directors. If the Board delegates any of its management authority to a committee, the majority of the committee will consist of directors. The Board may also delegate to the president its power to appoint and remove members of a committee that has not been delegated any management authority of the Board. The Board may establish qualifications for membership on a committee. Establishing a committee or delegating authority to it will not relieve the Board, or any individual director, of any responsibility imposed by these Bylaws or otherwise imposed by law. No committee has the authority of the Board to:
(a) Amend the certificate of formation or articles of incorporation.
(b) Adopt a plan of merger or of consolidation with another corporation.
(c) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the Corporation's property and assets.
(d) Authorize voluntary dissolution of the Corporation.
(e) Revoke proceedings for voluntary dissolution of the Corporation.
(f) Adopt a plan for distributing the Corporation's assets.
(g) Amend, alter, or repeal these Bylaws.
(h) Elect, appoint, or remove a member of a committee or a director or officer of the Corporation.
(i) Approve any transaction to which the Corporation is a party and that involves a potential conflict of interest as defined in paragraph 7 .04, below .
(j) Take any action outside the scope of authority delegated to it by the Board.
(k) Take final action on a matter requiring approval by the members.
Authorization of Specific Committees
6.02. The following committees are authorized to be appointed by the Board: Membership, Nominating, and Program Committees. The Board will define the activities and scope of authority of each committee by resolution.
Term of Office
6.03. Each committee member will continue to serve on the committee until a successor is appointed. However, a committee member's term may terminate earlier if the committee is terminated, or if the member dies, ceases to qualify, resigns, or is removed as a member. A vacancy on a committee may be filled by an appointment made in the same manner as an original appointment. A person appointed to fill a vacancy on a committee will serve for the unexpired portion of the terminated committee member's term.
Chair and Vice-Chair
6.04. One member of each committee will be designated as the committee chair, and another member of each committee will be designated as the vice-chair. The chair and vice-chair will be appointed by the president. The chair will call and preside at all meetings of the committee. When the chair is absent, cannot act, or refuses to act, the vice-chair will perform the chair's duties. When a vice-chair acts for the chair, the vice-chair has all the powers of and is subject to all the restrictions on the chair.
Notice of Meetings
6.05. Written or. e-mailed or text notice of a committee meeting will be delivered to each member of a committee not less than two nor more than seven days before the date of the meeting. The notice will state the place, day, and time of the meeting, and the purpose or purposes for which it is called.
Quorum
6.06. One halfthird of the number of committee voting members who are HAWKS members in good standing constitutes a quorum for transacting business at any meeting of the committee. The committee members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough committee members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of committee members required for a quorum. If a quorum is never present at any time during a meeting, the chair may adjourn and reconvene the meeting once without further notice.
Actions of Committees
6.07. Committees will try to take action by consensus. However, if a consensus is not available, the vote of a majority of committee members presentspresent and voting at a meeting at which a quorum is present is enough to constitute the act of the committee unless the act of a greater number is required by statute or by some other provision of these Bylaws. A committee member who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the act of the committee. Committee members who are NOT HAWKS members in good standing do not count toward a quorum and are NOT entitled to vote.
Proxies
6.08. A committee member may not vote by proxy.
Compensation
6.09. Committee members may not receive salaries for their services. The Board may adopt a resolution providing for paying committee members a fixed sum and expenses of attendance, if any, for attending each meeting of the committee. A committee member may serve the Corporation in any other capacity and receive compensation for those services. Any compensation that the Corporation pays to a committee member will be reasonable and commensurate with the services performed.
Rules
6.10. Each committee may adopt its own rules, consistent with these Bylaws or with other rules that may be adopted by the Board.
ARTICLE 7-- TRANSACTIONS OF CORPORATION
Contracts
7 .0 l.01. The Board may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. This authority may be limited to a specific contract or instrument, or it may extend to any number and type of possible contracts and instruments.
Deposits
7.02. All the Corporation's funds will be deposited to the credit of the Corporation in banks, trust companies, or other depositories that the Board selects.
Gifts
7.03. The Board may accept, on the Corporation's behalf, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. The Board may make gifts and give charitable contributions not prohibited by these Bylaws, the articles of incorporation, state law, and provisions set out in federal tax law that must be complied with to maintain the Corporation's federal and state tax status.
Potential Conflicts of Interest
7.04. The Corporation may not make any loan to a director or officer of the Corporation. A member, director, officer, or committee member of the Corporation may lend money to and otherwise transact business with the Corporation except as otherwise provided by these Bylaws, the articles of incorporation, and applicable law. Such a person transacting business with the Corporation has the same rights and obligations relating to those matters as other persons transacting business with the Corporation. The Corporation may not borrow money from or otherwise transact business with a member, director, officer, or committee member of the Corporation unless the transaction is described fully in a legally binding instrument and is in the Corporation's best interests. The Corporation may not borrow money from or otherwise transact business with a member, director, officer, or committee member of the Corporation without full disclosure of all relevant facts and without the Board's approval, not including the vote of any person having a personal interest in the transaction.
Prohibited Acts
7 .05. As long as the Corporation exists, and except with the Board's or the members' prior approval, no member, director, officer, or committee member of the Corporation may:
(a) Do any act in violation of these Bylaws or a binding obligation of the Corporation.
(b) Do any act with the intention of harming the Corporation or any of its operations.
(c) Do any act that would make it impossible or unnecessarily difficult to carry on the Corporation's intended or ordinary business.
(d) Receive an improper personal benefit from the operation of the Corporation.
(e) Use the Corporation's assets, directly or indirectly, for any purpose other than carrying on the Corporation's business.
(f) Wrongfully transfer or dispose of Corporation property, including intangible property such as good will.
(g) Use the Corporation's name (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of its business.
(h) Disclose any of the Corporation's business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.
ARTICLE 8-- BOOKS AND RECORDS
Required Books and Records
8.01. The Corporation will keep correct and complete books and records of account. The books and records include:
(a) A file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including but not limited to the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.
(b) A copy of all bylaws, including these Bylaws, and any amended versions or amendments to them.
(c) Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board.
(d) A list of the names and addresses of the members, directors, officers, and any committee members of the Corporation.
(e) A financial statement showing the Corporation's assets, liabilities, and net worth at the end of the three most recent fiscal years.
(f) A financial statement showing the Corporation's income and expenses for the three most recent fiscal years.
(g) All rulings, letters, and other documents relating to the Corporation's federal, state, and local tax status.
(h) The Corporation's federal, state, and local tax information or income-tax returns for each of the Corporation's three most recent tax years.
Inspection and Copying
8.02. Any member, director, officer, or committee member of the Corporation may inspect and receive copies of all the corporate books and records required to be kept under the bylaws. Such a person may, by written request, inspect or receive copies if he or she has a proper purpose related to his or her interest in the Corporation. He or she may do so through his or her attorney or other duly authorized representative. The inspection may take place at a reasonable time, no later than ten working days after the Corporation receives a proper written request. The Board may establish reasonable copying fees, which may cover the cost of materials and labor. The Corporation will provide requested copies of books or records no later than ten working days after receiving a proper written request.
Audits
8.03. Any member may have an audit conducted of the Corporation's books. That member bears the expense of the audit unless the members vote to authorize payment of audit expenses. The member paying for the audit may select the accounting firm to conduct it. A member may not exercise these rights so as to subject the Corporation to an audit more than once in any fiscal year.
ARTICLE 9-- FISCAL YEAR
9.0 I01. The Corporation's fiscal year will begin on the first day of January and end on the last day of December in each year.
ARTICLE 10—-- INDEMNIFICATION
When Indemnification Is Required, Permitted, and Prohibited
10.01.
(a) The Corporation will indemnify a director, officer, member, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation's request as a director, officer, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.
(b) The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation's best interests. In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation will not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
(c) The Corporation will pay or reimburse expenses incurred by a director, officer, member, committee member, employee, or agent of the Corporation in connection with the person's appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not a named defendant or respondent in the proceeding.
(d) In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a director, officer, member, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is prohibited by paragraph 10.0l01(b), above.
(e) The corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might eventually be entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in paragraph 10.03(c), below, have been satisfied. Furthermore, the Corporation will never advance expenses to a person before final disposition of a proceeding if the person is a named defendant or respondent in a proceeding brought by the Corporation one or more members or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
Extent and Nature of Indemnity
10.02. The indemnity permitted under these Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses
(Including(including attorney's fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Procedures Relating to Indemnification Payments
10.03. (a) Before the Corporation may pay any indemnification expenses (including attorney's fees), the Corporation must specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in subparagraph (c), below. The Corporation may make these determinations and decisions by any one of the following procedures:
(i) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.
(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.
(iii) Determination by special legal counsel selected by the Board by the same vote as provided in subparagraphs (i) or (ii), above, or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.
(iv) Majority vote of members, excluding directors or other members who are named defendants or respondents in the proceeding.
(b) The Corporation will authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If special legal counsel determines that indemnification is permissible, authorization of indemnification and determination of reasonableness of expenses will be made as specified by subparagraph (a)(iii), above, governing selection of special legal counsel. A provision contained in the articles of incorporation, or a resolution of members or the Board that requires the indemnification permitted by paragraph l 010.01, above,above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.
(c) The Corporation will advance expenses before final disposition of a proceeding only after it determines that the facts then known would not preclude indemnification. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment will be made in the same manner as a determination that indemnification is permissible under subparagraph (a), above.
In addition to this determination, the Corporation may advance expenses only after it receives a written affirmation and undertaking from the person to receive the advance. The person's written affirmation will state that he or she has met the standard of conduct necessary for indemnification under these Bylaws. The written undertaking will provide for repayment of the amounts advanced by the Corporation if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking will be an unlimited general obligation of the person, but it need not be secured and may be accepted without reference to financial ability to repay.
(d) Any indemnification or advance of expenses will be reported in writing to the Corporation's members. The report will be made with or before the notice or waiver of notice of the next members' meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report will be sent within the 12-month period immediately following the date of the indemnification or advance.
ARTICLE 11-- NOTICES
Notice by Mail or, e-mail or text
11.01. Any notice required or permitted by these Bylaws to be given to a member, director, officer, or member of a committee of the Corporation may be given by mail or fax transmission or e-mail. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid. If given by fax transmission, the transmission must be sent to the last known fax number shown on the corporate records. A notice is deemed delivered when a confirmation report of receipt of the fax transmission is recorded by the transmitting fax. A person may change his or her address or fax number in the corporate records by giving written notice of the change to the secretary of the corporation.
Signed Waiver of Notice
11.02. Whenever any notice is required by law or under the articles of incorporation or these Bylaws, a written waiver signed by the person entitled to receive such notice is considered the equivalent to giving the required notice. A waiver of notice is effective whether signed before or after the time stated in the notice being waived.
Waiving Notice by Attendance
I 111.03. A person's attendance at a meeting constitutes waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE 12-- SPECIAL PROCEDURES CONCERNING MEETINGS
Meeting by Telephone or Video Conference
12.01. The Board of Directors and any committee of the Corporation may hold a meeting by telephone conference-call procedures.
Decision Without Meeting
12.02. Any decision required or permitted to be made at a meeting of the Board, or any committee of the Corporation may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all the persons entitled to vote on the matter. The original signed consents will be placed in the Corporation minute book and kept with the corporate records.
ARTICLE 13-- AMENDING BYLAWS
13.01. These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted only by the members by a two-thirds vote of a meeting of the members in good standing and eligible to vote are personally present. The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new bylaws are adopted will include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, the notice may include a fair summary of those provisions.
ARTICLE 14-- MISCELLANEOUS PROVISIONS
Legal Authorities Governing Construction of Bylaws
14.01. These Bylaws will be construed under Texas law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authorities cited, or their successors, as they may be amended from time to time.
Legal Construction
14.02. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to nonprofit corporations. If any bylaw provision is held invalid, illegal, or unenforceable
In any respect, the invalidity, illegality, or unenforceability will not affect any other provision, and the bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.
Headings
14.03. The headings used in the bylaws are for convenience and may not be considered in construing the bylaws.
Number
14.04. All singular words include the plural, and all plural words include the singular.
Seal
14.05. The Board of Directors may provide for a corporate seal in a design of its selection containing the name of the corporation and the date of formation. No Seal is required for corporate documents.
Power of Attorney
14.06. A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary to be kept with the corporate records.
Parties Bound
I414.07. The bylaws will bind and insure to the benefit of the members, directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as the bylaws otherwise provide.
Final Resolution for Shooting Committee
This committee will be comprised of 53 to 7 members to be made up of Directors and members, to be selected from volunteers. The committee will have a chairman and a vice-chairman. A person will be assigned by the committee to record the minutes of the meetings. The committee member will serve a term of two (2) years and can request an additional term.
The committee will be responsible for setting up and conducting an annual Shooting Tournament, to include pistol and rifle competition. The committee will have authority to determine type of match, rules and targets used for each event.
The committee will determine the distribution and type of prizes to be awarded to contestants, based on the amount of funds raised by and any prizes donated to the committee. The committee will, also, be responsible to assist in raising prize money and or tangible gifts for the annual shoot. The committee will, also, be expected to assist members at weekly events by watching for safety infractions on the firing line.
Committee members should be dedicated to the shooting sports and be willing to serve as coaches during any weekly events.
The committee will develop an annual "“shooter reward program". . The program will be year specific. When completed, the program will be submitted to the BODBoD for approval.
RESOLUTION FOR GUIDELINES TO SELECT GUNSLINER OF THE YEAR
The committee will Select Gunslinger of The Year committeemen will vote for three individuals, the first selection will score 3 points, the second selection will score 2 points and the third selection will score 1 point. The points will be added and the candidate receiving the highest number of votes will be declared Gunslinger of The Year. In the event of a two-way tie, both will share HOTY. In the event of a three-way tie or more a re-vote will be called the Range Officer/Safety Officer will select.
RESOLUTION FOR GUIDELINES TO SELECT HAWK OF THE YEAR
The selection of HAWK of the Year or (HOTY) will be chosen in the following manner. Each Director will vote for three individuals, the first selection will score 3 points, the second selection will score 2 points and the third selection will score I1 point. The points will be added and the candidate receiving the highest number of votes will be declared HAWK of the Year. In the event of a two-way tie, both will share HOTY. In the event of a three-way tie or more a re-vote will be called the president will select.
Hawk of the Year is based on Attendance, Attitude and Participation. Attendance cannot be expected to be 100%, however, is it based on the majority of stated meetings and any other called meetings or events. Attitude is simply a positive attitude toward the HAWKS and itsit’s programs and functions. Participation in activities and functions provided by the HAWKS and for the HAWKS.
HAWK of the Year will be selected from the membership, excluding Directors that have been elected by the members using the method in the preceding paragraph. A HOTY (HA WK of the Year) may be selected more than once and will be provided a short sleeve polo shirt and gold HAWKS hat pin.
NOMINATING COMMITTEE RESOLUTION
This committee will be comprised of 5 to 7 members to be made up of Directors and members, to be selected from volunteers, at the behest of the Board. The committee will have a chairman and a co-chairman. A person will be assigned by the committee to record the minutes of the meetings. The committee member will serve a term of two (2) years and can request an additional term.
an additional term.
The purpose of the Nominating Committee is to formulate a list of possible candidates for the available Board of Director offices when they come available due to the expiration of a term of the individual Director, the resignation of a director, the involuntary removal of a Director or in the event of the death of a Director.
The Committee will assemble and comprise a list of possible candidates and after securing their willingness to serve in the required capacity, present the list to the Board of Directors for their consideration. This Committee will in, no way, limit or hamper any member from nominating another member from the floor on the night of election of Directors, after securing the nominated member's member’s affirmation to serve, if elected.
RESOLUTION FOR HOSPITALITY COMMITTEE
This committee will be comprised of 4 or 5 members to be made up of Directors and members
or a combination of both and to be selected from volunteers or may be solicited from the
membership. The committee will make a recommendation, for a chairman made up from the
committee to the Board of Directors, for their approval or rejection. Another member will be
asked by the committee to record meetings and activities and maintain minutes of each
meeting. The committee members will serve a term of two (2) years, in accordance with the
by-laws' Article 6.0 and can request or be asked to serve and additional term(s).
his
This committee will be responsible for establishing and conducting any social events the
HAWKS Gun Club may wish to engage in. In addition, it will entertain and consider any
suggestions or requests from the membership.
The committee will be responsible for negotiating with restaurants, meeting halls and any
outdoor areas that might be used for an event. It will establish menus, activities, and any
awards or prizes derived from the said event, if any. This committee should be dedicated to
bringing to the club, any activities that would benefit and interest the majority of the club
members and their families. We are a social club with an overlay pertaining to firearms and
the pleasure they and the comradery and fellowship bringbrings to it.
This committee will be charged with establishing a budget and presenting it to the Board.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting president of the HAWKS Gun Club of East Texas, Inc. and that these Bylaws constitute the Corporation's Bylaws. These Bylaws were duly adopted at a meeting of the HAWKS Board of Directors held on the 9th1st day of February 2022June 2023.
Signed this 1st day of March 2024.
President of the HAWKS Corporation