Club Constitution

Incorporated July 3, 1968

Revised Constitution and By-Laws approved by the Officers and Directors on May 8, 1989. Second revision to amend the Articles of Incorporation approved by Officers and Directors on July 12, 2000. Third revision of Constitution and By-Laws approved by the Officers and Directors on November 28, 2005.

OBJECT

ARTICLE ONE: The Brule River Sportsmen’s Club, Inc., is an organization dedicated to the interests of conservation in Wisconsin; its efforts shall be devoted to its members for whom a better understanding of the fish and game laws and wildlife problems must be cultivated; it will endeavor to instill in the minds of its members a love for the outdoors, also an enduring respect for law enforcement and a desire to cooperate with law enforcement officers in this State; it will coordinate its activities with conservation groups who have a common purpose; it will sponsor activities designed to aid in the development of conditions which tend to increase, and work for posterity, an abundant fish and wildlife population; its members will recognize the rights of property owners and will strive to promote good fellowship among anglers in this State. The Club is dedicated to the improvement of the Brule River and adjacent areas, and will sponsor and promote projects for the development of better habitat for fish and wildlife and recreational facilities for its members and the public.

NAME AND DOMICLE

ARTICLE TWO: The name of the corporation is, The Brule River Sportsmen’s Club, Inc.

NON-PROFIT CORPORATION

ARTICLE THREE: A. PURPOSES: The purpose shall be dedicated to the conservation of our natural resources, fish and game habitat, and improvement of the Brule River and adjacent areas and; Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the organization shall insure to the benefit of, or be distributed to its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (C) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of by the Court of Common Pleas of the county in which the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes. The principle office of the above corporation is located in Douglas County, Wisconsin. The Amendment to the Articles of Incorporation was adopted on July 12, 2000 at a duly and properly convened meeting by a two thirds majority vote of the Directors in office as required by Section 181.1002 of the Wisconsin Statutes. Executed on behalf of the corporation on the 17th day of July, 2000.

OFFICERS AND DIRECTORS

ARTICLE FOUR: Section 1. The management of the Club will be vested in the elected Officers and Board of ten Directors. In addition, two Board Emeritus positions are available for long-serving officers or board members, these are non-voting positions. These positions shall be lifetime (or as long as an incumbent wishes) made by a two-thirds vote of the Officers and Directors. Section 2. The officers shall consist of a President, Vice-President, Recording Secretary, Financial Secretary and Treasurer.

ARTICLE FIVE: Section 1. The duties of the President shall be to preside at all meetings of the Club, meetings of the officers and directors, also special meetings. The President shall be ex-officio member of all committees; and shall appoint all committee chairs and other committee members if he chooses; otherwise committee chairs will select committee members with his approval. Section 2. The duties of the Vice-President shall be to discharge the duties of the President in the event of his absence or disability. Section 3. The duties of the Recording Secretary shall be to record and type the proceedings of regular, special and board of directors meetings. It may be further duty to carry on correspondence of the club as required by the officers and directors, and shall also maintain correspondence files. Section 4. The duties of the Treasurer may be the collection of all monies accruing to the club, and strict accounting of all revenues; also the paying of bills as submitted and approved at club or board meetings. The Treasurer shall keep up to date accounts of all revenues and disbursements; also such accounts, inventories, balance sheets and statements of all monies, credits and property of the club. The Treasurer shall keep the funds of the club in such accounts and such bank or banks as the officers and directors designate. Section 5. The duties of the Financial Secretary shall be to collect dues and keep accurate membership list and record of dues in a manner satisfactory to the officers and directors. Section 6. In the event of the temporary absence of either the Financial Secretary or the Treasurer, the duties of the office shall be performed by either of these officers present.

MEMBERSHIP

ARTICLES SIX: Section 1. Any person of adult age who is acceptable to a majority of the Officers and Directors of the Club may become a voting member upon payment in advance of the annual dues, as fixed by the officers and directors. Section 2. Membership in the Club may be terminated in the following manner; (a) by voluntary written resignation; (b) by forfeiture, membership shall cease without further notice if payment of annual dues is in arrears one half year.

ARTICLE SEVEN: This constitution and these articles may be amended only by a two-thirds vote of the elected officers and directors.

BYLAWS of the BRULE RIVER SPORTSMEN’S CLUB, INC.

SECTION 1. TIME OF MEETING AND PLACE The Brule River Sportsmen’s Club, Inc. shall hold regular and special meetings at a time and place designated by the officers and directors with the approval of members present at a regular meeting.

SECTION 2. ORDER OF BUSINESS The order of business for all regular meetings of the Club, also regular meetings of the Officers and Directors will be as follows: Roll call of the Officers and Directors; reading of minutes of the last regular meeting of the membership, also meetings of the Officers and Directors; reports of Officers, i.e. Treasurer and Financial Secretary; reports of committees, unfinished business, recess, new business, good of the club program.

SECTION 3. STANDING COMMITTEES There shall be standing committees as follows: Legislative, Auditing and Habitat. Others may be added by majority vote of the Officers and Directors if needed. The Legislative committee shall consider and study legislation resolutions or suggestions dealing with conservation matters that may affect the Club and its members within our field of activity. The chairman must report at each regular meeting on activities of this committee. The auditing committee shall at all times see to it that the financial records of the Club are in satisfactory condition and that monies of the Club are safely deposited and conservatively invested. Each year in January the auditing committee shall make a thorough audit of the financial records and the chairman shall make the audit report at the regular January club meeting, which report shall be made a part of the files of the Recording Secretary. The auditing committee is at all times obligated to make suggestions to the officers and directors for the handling, disposition and protection of the monies and properties of the Club. The chairman must report at each regular meeting on activities of this committee.

OTHER COMMITTEES: The President shall appoint other committees as necessary for conduct of the affairs of the club. Such must include; nominating committee, election committee, education committee and scholarship committee. The incoming President (every two years) at the first regular meeting (January) shall appoint the chairperson of all standing committees and with this chairperson shall select the other committee members as soon thereafter as possible. The president shall appoint other committee chairpersons as per above; all chairpersons and committee members must be named and in place by May 1st and should be listed in the June newsletter.

SECTION 4. MEMBERSHIP DUES Annual dues shall be fixed by the Officers and Directors. All dues shall be payable in advance and become due on or before the January regular meeting of the Club. Membership is based on a calendar year and after December 31st of any year; no member shall be in good standing unless dues for the next calendar year have been paid. Reinstatement shall necessitate full payment of annual dues for the current year. Upon payment of dues, each member shall receive a membership card. Any member who enters the Services of the USA shall be exempt from payment of dues until 2 months after discharge and must notify the financial secretary of entrance and return.

SECTION 5. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS The Club shall conduct biennial election of Officers and Directors (currently being done in odd-numbered years). At the election, Officers shall be elected for one two-year term. At each biennial election one-half (1/2) or five of the Board of Directors shall be elected for one four-year term. At the next biennial election the other one-half (1/2) or five Directors shall be elected to one four year term. A nominating committee shall be appointed by the president not later than August of an election year. This committee shall solicit advice and suggestions from the membership for a slate of candidates; one for each office up for election; this slate would present one for each of five Officers and one for each of five Directors, for presentation to the Club at the regular September meeting. No nominee shall be presented for election to both Officer and Director; and the committee shall have ascertained that each candidate is willing to serve if elected. All candidates must be members in good standing. The Club newsletter will inform the membership of the nominating committee slate in the October newsletter. At the regular October meeting any member may nominate from the floor a candidate for any office, at which time all nominations will be closed. Any member who cannot be present at the October meeting may present beforehand and in writing to the President a candidate for any office. At the October meeting after nominations are closed (or before this meeting if the President prefers) he shall appoint an Election committee which shall prepare and mail ballots with all nominations to all members in good standing before November 15th and will allow 30 days for return of ballots. All valid ballots shall be counted and tabulated by this committee for report of results at the January meeting. Elected Officers and Directors shall be installed at the regular club meeting in January following the election and shall assume their duties immediately.

SECTION 6. OFFICERS AND DIRECTORS The Officers and Directors will meet on a date and place satisfactory to them. It shall be the duty of this body to formulate policy and conduct the business of the Club. All members of this body shall have equal voice and the President shall officiate at all meetings and shall vote only in case of a tie. This body shall accountable to the membership of the Club for all acts committed. A Director or Officer absent three consecutive meetings without good cause reported to the President prior to each meeting shall have his office declared vacant. Vacancies occurring among officers and directors shall be filled by an appointment by the President to serve the unexpired term. The provisions of this section shall apply to a vacancy of President only in the event there is no elected Vice-President to succeed the chair.

SECTION 7. QUORUM A quorum for any meeting of the Club shall be twelve (12). For meetings of the Officers and Directors a quorum shall be six (6), the President shall not be part of the quorum.

SECTION 8. IMPEACHMENT OF OFFICERS AND DIRECTORS An Officer or Director whose personal conduct is irregular to the extent the prestige of the Club may suffer or whose behavior on the lakes and streams of fields unbecoming to a sportsman or who fails to properly discharge the duties of his office may be impeached. No such action may be instituted without a signed complaint submitted by four Officers and Directors or ten members. This submitted to the President or the next senior Officer dependant against who charges have been made shall be reason for immediate call for a special meeting of Officers and Directors who shall consider the circumstances and a two-thirds vote of the body in favor of impeachment shall prevail.

SECTION 9. The membership list shall not at any time be open for inspection to any person except an Officer or Director and members of the auditing committee in meeting. No Officer or Director or member shall use the list for personal reason or purpose. Abuse of this rule shall be cause for impeachment of the offender. The membership list shall at no time be distributed, sold or otherwise be available for a purpose other than the ordinary conduct of business.

SECTION 10. AMMENDMENTS Amendments to these By-Laws shall be possible by a two-thirds majority vote of the Officers and Directors.

SECTION 11. PARLIAMENTARY AUTHORITY Robert’s Rules of Order shall serve as the Parliamentary authority and shall be used as a guide for procedures in the event of failure of these By-Laws to provide for every exigency.

SECTION 12. The Club shall be authorized and empowered to purchase, lease and sell any real or personal property which shall be compatible with the purposes herein stated and shall be authorized to contract with individuals, corporations, or governmental units for the construction or maintenance of projects which shall further the purpose of conservation. Any purchase, lease or sale shall be made by approval of two-thirds vote of the Officers and Directors and any written instruments necessary to carry out such purchase must be signed by the President and Recording Secretary and Treasurer with corporate seal affixed.