Bylaws of the Arkansas Rifle and Pistol Association
Approved January , 2011
ARKANSAS RIFLE & PISTOL ASSOCIATION
These Bylaws (referred to herein as the “Bylaws”) govern the affairs of the Arkansas Rifle & Pistol Association, a non-profit Association (referred to in the Bylaws as the “Association”)
1.01. The name of this organization is the Arkansas Rifle & Pistol Association. This may be abbreviated in these Bylaws to the Association as ARPA.
1.02. The Board of Directors may establish a principle office for the Association within the state of Arkansas. The Association may have such other offices, throughout the State of Arkansas, as the Board of Directors may determine. The Board of Directors may change the location, premises, make up, and furnishings of any office of the Association, including the principal office.
PURPOSES AND OBJECTIVES
2.01. The purposes and objectives of the Association shall be supportive of and compatible with the mission of the National Rifle Association:
(a) To protect and defend the Constitution of the United States of America, the Second Amendment, and the Constitution of the State of Arkansas, especially with reference to the inalienable right of the individual American citizen guaranteed by such Constitutions to acquire, possess, transport, carry, transfer ownership of and enjoy the right to use firearms, in order that the people may always be in a position to exercise their legitimate rights of self preservation and defense of family, person, and property, as common defense of the Republic and the individual liberty of its citizens;
(b) To promote public safety, law and order and the national defense;
(c) To train and educate the people of the State of Arkansas, members of law enforcement agencies, the armed forces, the militia, and men and women of good repute in marksmanship and in the safe handling and efficient use of small arms;
(d) To promote hunter safety, and to promote and defend hunting as a shooting sport and as a viable and necessary method of fostering the propagation, growth, conservation, and wise use of our renewable wild life resources;
(e) To foster and promote competitive and team shooting in a variety of disciplines;
(f) To hold one annual competition for each recognized shooting discipline on behalf of the Association and to declare a state champion in each such competition.
(g) To educate the general public regarding proposed legislation in opposition to these purposes as well as those laws which conflict with the letter and spirit of the Constitutions of the United States of America and the State of Arkansas.
(h) To encourage the development of youth shooting programs as a competitive sport and a vehicle for developing responsibility, self-esteem and respect for others in Arkansas public and private schools both secondary and collegiate.
(I) To support the Civilian Marksmanship Program and to encourage member clubs to enroll and participate in that program
3.01. Any citizen of the United States who is and while he remains of good repute and good character, who has not been convicted of any felony, who subscribes to the objectives and purposes of the Association, or any organization as hereinafter described, shall be eligible to be a member of the Association; provided that citizens of foreign nations and organizations composed in whole or in major part of citizens of foreign nations may be admitted to membership as provided in Section 3.03 of this Article.
3.02. No individual who is a member of, and no organization composed in whole or in part of individuals who are members of, any organization or group having as its purpose or one of its purposes the overthrow by force or violence of the Government of the United States or any of its political subdivisions shall be eligible for membership, but no oath, pledge or affirmation shall be required as a condition of membership.
3.03. A citizen of a nation other than the United States, whether resident within or without the United States, who is interested in the pursuit of the purposes and objectives of the Association may become a member of the Association in any of the categories listed in this Section, subject to the limitations herein, upon the fulfillment of any condition for membership within said category. Non-citizen memberships shall be subject to termination or suspension by vote of the Board of Directors, by proclamation of the President of the United States, or by action of the Congress, the nation of which any such member is a citizen is in a state of war or active military hostilities with the United States, and good cause exists for such termination or suspension.
3.04 Memberships shall be Youth, Supporting, Match, Regular, 5 Year, Club, Organizational and Honorary.
(a) A Youth membership consists of persons eighteen years of age or less who pays such dues as may be determined by the Board of Directors. Such status shall continue through the end of the calendar year in which the eighteenth birthday occurs. Youth memberships are for one year and include Match membership, if activated. Youth members may not hold an Association office and have no voting privileges.
(b) A Supporting membership consists of adult persons who pay such dues as may be determined by the Board of Directors and wish to stay informed on Association activities and matters but whose interest does not extend to Regular membership. Supporting membership is for one year, may not hold an Association office and have no voting privileges.
(c) A Match membership consists of any person that competes in an Association sponsored match and who pay such dues as may be determined by the Board of Directors. Match Members are ARPA members only for the duration of the match may not hold an Association office and have no voting privileges. The Board of Directors, by 2/3 vote may elect to suspend or activate Match memberships at any or all competitions.
(d) A Regular membership consists of adult persons who pay such dues as may be determined by the Board of Directors and includes Match membership, if activated. Regular membership is for one year, holds full voting privileges, may hold an Association office and must be a current member of the National Rifle Association.
(e) A Club membership consists of shooting clubs and associations within the state of Arkansas who pay such dues as may be determined by the Board of Directors, is affiliated with the National Rifle Association and subscribe to the purposes and objectives of the Association. Only member clubs shall have the privilege of conducting state championship competition sanctioned by the association. Club membership is for one year, may not hold an Association office has no voting privileges.
(f) Organizational membership consists of businesses or for-profit organizations within the state of Arkansas who pay such dues as may be determined by the Board of Directors and subscribe to the purposes and objectives of the Association. Organizational membership is for one year, may not hold an Association office have no voting privileges.
(h) Honorary Membership will be awarded to individuals in recognition of singularly outstanding service to the Association, exemplary personal character and exceptional support of the Second Amendment. Nominations may be made by Association members, approved and authorized by a three-fourths (3/4) majority of the Board of Directors. Honorary members are exempt from Association dues, may not hold an Association office have no voting privileges.
Dues and Contributions
3.05.(a) The dues or minimum contribution shall be fixed from time to time by a majority vote of the Board of Directors commensurate with the needs of the Association.
(b) Current Association minimum dues shall be: Youth $5, Supporting $10, Match $0, Regular $20, 5 Year $75, Club $50, Organizational $50 and Honorary $0.
(c) Match membership dues shall become $5 effective January 1, 2010.
Admission to Membership
3.06.(a) Any applicant may be refused admission by a majority vote of the Board of Directors.
(b) All competitors in Association championship matches must be members in good standing of the Association.
(c) Appropriate cards, certificates, or insignia may be supplied to each Member.
Rights and Privileges of Members
3.07.(a) All Members who comply with regulations and meet the conditions specified for any particular match shall have the privilege of competing in Association sponsored matches.
(b) The right to be nominated or hold office or directorship shall be limited to otherwise qualified Association Members who are residents of the State of Arkansas for at least one year and are members in good standing of the National Rifle Association.
(c) All Members shall have the privilege to attend and be heard at all official meetings except during meetings of the Board of Directors. The Association President may allow members to address the Board of Directors meeting should he determine the subject matter cannot be sufficiently addressed in writing or by an existing member of the board.
(d) Each Member shall have the right to vote in elections for both shooting and non-shooting discipline directors. Voting by proxy is not permitted.
(e) Each current Association Member is entitled to receive a copy of the official Association journal as published provided that either the Member’s current mail address or email address is on file. Association publications and notices will be sent by email or posted on the Association web page and only sent by regular mail by request of the member.
Meetings of Members
3.08. The Association shall hold an annual meeting of the members to receive the report of the election of Directors and to transact such other business as may properly come before the meeting, at such time and place as shall be determined by the Board of Directors, but in no case later than March 31st of each calendar year. Notice of the time and place of such meeting shall be published in a publication of the Association and posted on the Association web site not less than 10 days prior to the holding of the meeting.
Quorum for Annual, Special,
or Discipline Meetings
3.09. At any annual or special meeting or shooting discipline division meeting, 10 members entitled to vote shall constitute a quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough 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 members required to constitute a quorum. If a quorum is not present at anytime during a meeting, a majority of the members present may adjourn and reconvene the meeting one time for the purpose of garnering a quorum without further notice. Shooting discipline division meetings convened for the purposes of nominating a director candidate that do not achieve a quorum may elect a match director but may not nominate a director candidate to the Board.
Place of Meeting
3.10. The Board of Directors may designate any place, within the State of Arkansas as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Notice of Meetings
3.11. Written or printed notice of any meeting of members, including the annual meeting, shall be delivered to each member entitled to vote at the meeting not less than ten (10) days before the meeting. Notice is deemed given by inserting same in official journal of the Association, posting on the Association web site or mailing of same to the last known address of the member stated on the records of the Association. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the Association, or the officers or persons calling the meeting.
Duties of Members
3.12(a) It is the duty of each member to assist in every feasible manner in promoting the objectives of the Association as set forth in Article 2 of these Bylaws and to act at all times and in every matter in a manner befitting a sportsman and a good citizen.
(b) It is the duty of the Directors, officers and members to conduct the affairs of their organization in an efficient manner, in accordance with their organization Bylaws, and such programs and regulations as may, from time to time, be adopted by this Association. Directors, officers and members shall maintain proper records and shall promptly render such reports concerning membership, finances, facilities and activities as may be requested from time to time by the Association. In addition, Directors, officers and members shall conduct the affairs of the organization in a fiscally responsible manner, including the development of an annual budget.
Termination of Membership
3.13. Association memberships shall run on a basis defined in the application for membership; generally, one or five years.
Transfer of Membership
3.14. Membership in the Association is not transferable or assignable. Membership terminates on the dissolution of the Association or the death of a member. Membership in the Association is not a property right that may be transferred after a member’s death. Members also understand that they may not be entitled to a portion of the Association’s assets upon dissolution in the event the Association qualifies as a tax exempt entity under the Internal Revenue Code, §501_C (4) or other applicable section of the Internal Revenue Code.
Waiver of Interest in Association
3.15. All real and personal property, including all improvements located on the property, acquired by the Association shall be owned by the Association. A member shall have no interest in specific property of the Association. Each member hereby expressly waives the right to require partition of all or part of the Association’s property on behalf of himself or herself or any other person.
Voluntary and Involuntary Termination of Membership
3.16.(a) Any individual member may terminate his or her membership at any time by a resignation in writing sent by first class United States mail to the Secretary of the Association, but such member will not be entitled to any refund of dues or contributions already paid.
(b) The Board of Directors may impose reasonable sanctions on a member, or suspend or expel a member from the Association, for good cause after a hearing. Good cause includes the default of an obligation to the Association to pay fees or dues for a period of thirty (30) days following delivery of notice of default, or a material and serious violation of the Association’s articles of incorporation, bylaws, or rules, or of law. The Board of Directors may delegate powers to a regular or ad hoc committee to conduct a hearing, make recommendations to the Board of Directors, or take action on behalf of the Board of Directors. The Board of Directors, or a committee designated thereby may handle a matter involving sanctioning, suspension, or expulsion, and except in the case of failure to pay dues 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 shall be in writing and delivered at least fourteen (14) days prior to the hearing. However shorter notice may be deemed adequate if the Board of Directors, or a committee designated thereby to handle a matter involving sanctioning, suspension, or expulsion, determines that the need for a timely hearing outweighs the prejudice caused to the member and if a statement of the need for a timely hearing is included in the notice. If mailed, the notice shall be sent by regular mail. Failure to pay annual dues within a time limit prescribed by the Board of Directors results in automatic loss of membership.
(c) Upon termination of membership in this Association, such persons shall no longer receive benefits, rights or privileges of the Association and shall not be entitled to same.
(d) Any member terminated as hereinabove described shall not be entitled to any claim under the Association’s insurance program or other benefits provided on the basis of membership alone; however, any program for which a member shall have paid consideration separate from annual dues or fees to an entity other than the Association may be maintained by the member at his own expense.
3.17. A former member may submit a written request for reinstatement of membership. The Board of Directors or a committee designated by the Board of Directors to handle the matter, may reinstate membership on any reasonable terms that the Board of Directors or said committee deems appropriate.
BOARD OF DIRECTORS
Management of the Association
4.01. The affairs of the Association shall be managed by the Board of Directors.
Number, Qualifications, and
Tenure of Directors
4.02. (a) Directors of the youth, womens programs, legislative, by-laws, grants and communication committees shall serve for one year after which all committee chairman serving as Board of Directors shall serve for a term of two years. The term of Directors of youth, womens programs, legislative, by-laws, grants and communication committees shall end in odd numbered years and the term of Directors of other committees shall end in even numbered years.
(b) The Board of Directors shall be composed of the nine directors of established committees, the association officers and one director at large. The terms of office of such Directors shall continue to be arranged so that about one-half shall expire at each annual meeting of the members.
Nomination of Directors
4.03. At any meeting at which the nomination of a Director occurs, any voting member in good standing may nominate a qualified person with the second of any other voting member.
Election of Directors
4.04. A person who meets the qualification requirements to be a Director and who has been duly nominated may be elected as a Director. Directors shall be elected by the vote of the membership of the Association. Each Director shall hold office until a successor is elected and qualified or until his term expires. A Director may be elected to succeed himself or herself as Director.
(a) Annual elections of directors shall be by a show of hands vote of the members attending the annual meeting and entitled to vote. The provisions of this subsection do not apply to the filling of interim vacancies on the Board of Directors as provided in this Article.
(b) The Secretary, or his designee, shall declare the victors of the election of Directors and the Association web master shall post suitable information on the Association web site.
4.05. Any vacancy occurring in the Board of Directors, and any Director position to be filled due to an increase in the number of Directors, shall be filled by the Board 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 of Directors, or if it is a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. The Board of Directors may delegate to the President the authority to make appointments to fill vacancies on the Board of Directors.
4.06. The annual meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of the Association and of the members.
4.07. The Board of Directors may meet as needed by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Arkansas. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings.
4.08. Special meetings of the Board of Directors may be called by or at the request of the president or remaining senior officer or any five (5) Directors. The president or senior officer in his absence shall fix any place within Arkansas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary who shall give notice to the Directors as required in the Bylaws.
4.09. Written or printed notice of any special meeting of the Board of Directors shall be delivered to each Director not less than seven nor more than 30 days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.
Quorum for the Board of
4.10. One-third (1/3) of the number of Directors then in office, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 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 to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting for the purpose of garnering a quorum one time without further notice.
Duties of Directors
4.11. Directors shall exercise ordinary business judgment in managing the affairs of the Association. Directors shall act as fiduciaries with respect to the interests of the members. In acting in their official capacity as Directors of this Association, Directors shall act in good faith and take actions they reasonably believe to be in the best interests of the Association and that are not unlawful. In all other instances the Board of Directors shall not take any action that they should reasonably believe would be opposed to the Association’s best interests or would be unlawful. A Director shall not be liable if, in the exercise of ordinary care, the Director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Association. The Board of Directors shall formulate the policies and have general charge of the affairs and the property of the Association in accordance with applicable law and these Bylaws. Directors will file all reports required by the Association in a timely manner.
Actions of Board of Directors
4.12. The vote of a majority of Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the Bylaws. 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 decision of the Board of Directors.
4.13. No proxy voting shall be allowed.
4.14. No Director, except for secretary/treasurer shall receive any salary or emolument unless specifically authorized by resolution of the Board of Directors, said resolution being not in conflict with these Bylaws. A Director may serve the Association in any other capacity and receive compensation for those services, provided that service is bid and at least two other bids are received and the Association’s bidding and bid opening procedures and policy are strictly observed. Any compensation that the Association pays to a Director shall be commensurate with the services performed and reasonable in amount.
Removal of Directors
4.15. The Board of Directors or members may vote to remove a Director at any time, but only for good cause. Good cause for removal of a Director shall include, but not be limited to, the unexcused failure to attend two consecutive meetings of the Board of Directors. Additionally, a shooting discipline Director may be removed for failure to complete his duties in administering the sanctioned competitive matches of the Association. A meeting to consider the removal of a Director may be called and noticed following the procedures provided in the bylaws. The notice of the meeting shall state that the issue of possible removal of the Director will be on the agenda and the notice shall state the possible cause for removal. The Director shall have the right to present evidence at the meeting as to why he or she should not be removed. A Director may be removed by the affirmative vote of seventy-five (75) percent of the Board of Directors or a majority of ten (10) percent of members of the Association.
4.16. Upon request of twenty (20%) percent of the membership of the Board of Directors present at any vote, a role call vote shall be taken on any specified question. Every such roll call vote, together with the specified question, shall be published by the recorded by the Secretary/Treasurer and made available to any member in good standing.
5.01. The officers of the Association shall be a President, Vice President and Secretary/Treasurer. These offices may not be abolished. The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions. Officers are ex officio members of the Board of Directors.
Election and Term of Office
5.02. The officers of the Association shall be elected bi-annually from the members in good standing of the Association who are resident of the state of Arkansas for at least one year. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.
5.03. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without good cause. A meeting may be called to consider the removal of an officer if noticed following the procedures provided in these Bylaws. The notice of that meeting shall state that the issue of possible removal of the officer will be on the agenda and the notice shall state the possible cause for removal. The officer shall have the right to present evidence at the meeting as to why he should not be removed. An officer may be removed by the affirmative vote of seventy-five (75%) percent of the Board of Directors.
5.04. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the officer’s term. The Board of Directors may delegate to the President the authority to make appointments to fill a vacancy in the Officer positions.
5.05. The president shall be the chief executive officer of the Association. The president shall preside at all meetings of the members and Board of Directors. The president may execute any deed, mortgage, bond, contract or other instrument that the Board of Directors has authorized to be executed. However, the president may not execute instruments on behalf of the Association if this power is expressly delegated to another officer or agent of the Association by the Board of Directors, the bylaws, or statute. The president shall perform other duties prescribed by the Board of Directors and all duties incidental to the office of president. The President is authorized to appoint ad hoc committees to address specific needs of the Association. The president shall be a member, ex-officio, of all regular and special committees and shall perform all such other duties as usually pertain to this office. The President shall oversee the operations of the Association.
5.06. When the president is absent, or unable to act, or refuses to act, a vice president shall perform the duties of the president. When a vice president acts in place of the president, the vice president shall have all the powers of and be subject to all the restrictions upon the office of the president. The vice president shall perform other duties as assigned by the president or Board of Directors.
5.07. The secretary/treasurer shall have supervision of and be responsible for:
(a) All funds and securities of the Association.
(b) Receiving of moneys due and payable to the Association from any source.
(c) Depositing of moneys in the name of the Association in banks, trust companies, or other depositories as provided in the bylaws or as directed by the Board of Directors or President.
(d) For the writing of checks and disbursement of funds to discharge obligations of the Association, except when such duties are delegated to the Executive Director by the Treasurer. Funds drawn from the Association require the signature of one of the following: the President, Vice President, Secretary/Treasurer.
(e) Maintaining the financial books and records of the Association.
(f) At the direction of the Board of Directors, the Treasurer shall engage the services of an accountant licensed to practice in the State of Arkansas, to prepare financial reports at least monthly`. This accountant may also be assigned the duties specified in subparagraphs (a), (b), (c), (d) and (e) herein above.
(g) Performing other duties as assigned by the president or by the Board of Directors.
(h) Performing all of the duties incidental to the office of treasurer.
(I) With the consent of the Board of Directors, the treasurer may delegate certain administrative duties as hereinabove to another member is good standing of the Association
5.08. The Secretary/Treasurer shall:
(a) Give all notices as provided in the bylaws or as required by law.
(b) Take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records.
(c) Maintain custody of the corporate records and of the seal of the Association
(d) Affix the seal of the Association to all documents as authorized.
(e) Keep a register of the mailing address of each member, Director, officer, and employee of the Association.
(f) Perform duties as assigned by the president or by the Board of Directors.
(g) Perform all duties incident to the office of secretary.
(h) Provide an annual report to the Board of Directors of all notices given, minutes taken, or other affirmative acts by the secretary at least once annually.
(I) With the consent of the Board of Directors, the secretary may delegate certain administrative duties as hereinabove to another member is good standing of the Association.
5.09. No officer or Director, except the Secretary/Treasurer, shall receive any salary or emollient unless specifically authorized by resolution of the Board of Directors, said resolution being not in conflict with these Bylaws. All persons conducting business of the Association shall be entitled to reimbursement for expenses, or a portion thereof, incurred on behalf of the Association, to such extent as may be authorized or approved by the Executive Committee.
5.10. The board my require all officers of the Association with direct responsibility for, and actually in care, custody and control of the accounts or real property of the Association, to be under bond. The expense of furnishing such bonds shall be borne by the Association.
ESTABLISHMENT OF COMMITTEES
6.01. The Board of Directors 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 shall include one or more Directors and shall include members in good standing who are not Directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the president its power to appoint and remove members of a committee that has not been delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Board of Directors to:
(a) Amend the articles of incorporation.
(b) Adopt a plan of merger or a plan of consolidation with another Association.
(c) Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Association.
(d) Authorize the voluntary dissolution of the Association.
(e) Revoke proceedings for the voluntary dissolution of the Association.
(f) Adopt a plan for the distribution of the assets of the Association.
(g) Amend, alter, or repeal the Bylaws.
(h) Elect, appoint, or remove a member of a committee or a Director or officer of the Association.
(i) Approve any transaction to which the Association 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 of Directors.
Authorization of Standing Committees
6.02. There shall be the following standing committees as herein defined: Budget and Finance, Legislative, Membership, Bylaws, Youth, Women Programs, Competitions and Communication Committees. The Board of Directors shall define the activities and scope of authority of each committee by resolution, except where otherwise provided by these Bylaws. The chairman of a committee must give advance notice of a meeting, its location, and time, to the President in compliance with state law. The notice shall be posted on the ARPA web site.
6.03. (a) The Budget and Finance Committee shall be comprised of five members in good standing selected by election from nominations made from the floor at the Annual members meeting and shall include at least one Director. The Association Secretary/Treasurer shall serve as the committee chairman. The committee may include at least one “financial expert,” if none of the Board of Directors is such then the Committee may select a trained financial person from the membership of the Association as a sixth nonvoting member of the Committee. Members of the Budget and Finance Committee will be free from conflicts of interest and will not receive any compensation for their service on the Committee, except for such reimbursement of expenses as approved by the Board of Directors. The Budget and Finance Committee will, as necessary, report to all Directors and otherwise annually at the Annual meeting of the Board.
(1). The Committee is responsible to oversee the financial health of the association, other Directors, Officers, Committee members and any employee of the Association having information concerning inappropriate accounting policies and practices of the Association shall communicate and disclose those to the Budget and Finance Committee as they come to their attention.
(2). May cause an annual external financial audit to be conducted
(3). Select the auditors for the annual external audit. Provided no audit firm or auditor will be used for more than 5 consecutive years and the firm providing the audits will not furnish any other services to the Association, excepting the preparation of tax forms, without the pre-approval of the Budget and Finance committee.
(4). The Committee will investigate any complaint received from a Director, member, or employee concerning a violation of the Board’s conflict of interest policy. Enforcement will be based on a written complaint by the Committee and will be processed as otherwise set forth in these Bylaws.
(5). The Committee will distribute, within 30 days of receipt, the external audit results. The audit will be a matter of Old Business on each agenda of the Board of Directors meeting.
(6). When completed all financial statements will be signed by the President and submitted to the Budget and Finance Committee at least 20 business days prior to their date of required submission for accuracy review.
(7). The Budget and Finance Committee shall prepare an annual budget for submittal to the Board of Directors for approval at the annual meeting. The committee shall be responsible for monitoring the budget throughout the year.
(8) A Grants Subcommittee shall research, make application for, secure, track and complete all required documentation for grant money opportunities that would further the Association’s mission. The Grants Subcommittee will coordinate closely with other standing committees. The Grants Subcommittee shall be comprised of up to five members in good standing selected by election from nominations made from the floor at the Annual members meeting.
(b) The Legislative Committee interacts with the Association’s lobby team to prioritize potential legislative projects before the beginning of the legislative sessions and afterwards to review the outcome. Members of the committee shall have the ability to stay current on field legislation in Arkansas and be available during session to input and advise the lobby team when necessary. By resolution, the Board of Directors may elect to work with other active Arkansas legislative organizations as long as they conform to the mission and purposes of the ARPA. The Legislative committee shall be comprised of up to five members in good standing selected by election from nominations made from the floor at the Annual members meeting and shall include at least one Director. The Legislative Committee shall communicate with the Associations Political Action Committee as in Article Seven, if enacted by the Board of Directors.
(c) The Membership Committee shall evaluate input from the membership, recruiting and membership maintenance programs, membership levels, dues and incentives and shall make recommendations to the Board of Directors for passage of its findings at the annual meeting of the Board of Directors. The committee will research, design and implement programs to maintain and the increase membership of the Association. The Membership committee shall be comprised of up to five members in good standing selected by election from nominations made from the floor at the Annual members meeting and shall include at least one Director.
(d) The Bylaws Committee shall evaluate and compose changes and additions to the current Bylaws initiated by Officers, the Board of Directors, and the membership of the association. The Bylaws Committee shall recommend proposed changes to the Board of Directors for passage at its annual meeting. The By-laws committee shall contain five members in good standing of which at least two shall be Directors. The Bylaws Committee shall have all proposed changes posted to the ARPA website no less than 30 days prior to the annual meeting.
(e) The Youth Committee shall design and implement youth shooting, competition, education, citizenship and firearm safety programs for the youth of Arkansas. It shall support and cooperate with other youth programs as long as they conform to the mission of the ARPA. The Youth Committee chairman shall be shall recruit up to five committee members as needed.
(f) The Womens Committee shall design and implement shooting, competition, education and firearm safety programs for the women of Arkansas. It shall support and cooperate with other womens programs as long as they conform to the mission of the ARPA. The Womens Committee chairman shall recruit up to five committee members as needed.
(h) The Communications Committee is responsible for information transfer from the Association to it’s members, prospective members and, when appropriate, non-members of the state of Arkansas. The Communications committee shall be comprised of up to five members in good standing selected by election from nominations made from the floor at the Annual members meeting, one of which shall be serve as web master for the Association’s website and shall include at least one Director.
(i) The Competitions Committee shall implement shooting, competition, education and firearm safety programs within the boundaries of Arkansas. It shall support and cooperate with NRA competions division. The Competitions committee may appoint committee members to oversee CMP, Sporting Clays, Practical Pistol, Hunter, Silhouette, 3-Gun, Cowboy, High Power or other divisions as needed. The Competitons Committee chairman shall recruit committee members as needed.
Authorization of Ad HOC Committees
6.04. There shall be ad hoc committees formed as required to fulfill specific duties on an as needed basis. Ad hoc committees and their authority unless extended by the Board expire on the last day of each annual members meeting.
Term of Office
6.05. Each member of a committee shall continue to serve on the committee until the next annual meeting of the members of the Association or until a successor is appointed. However, the term of a committee member 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 shall serve for the unexpired portion of the terminated committee member’s term.
Composition of Committee
6.06. Committees may not contain a majority of it’s members including the chairman from any one area of the state of Arkansas as defined in 4.04.(d). All committee members must be members in good standing of the Association except a defined in 6.03.(a).
6.07. Except in the case of a committee consisting of one person, one half of the number of members of a committee shall constitute a quorum for the transaction of 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 to constitute a quorum. If a quorum is present at no time during a meeting, the chair may adjourn and reconvene the meeting one time without further notice.
Actions of Committees
6.08. The vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the committee unless the act of a greater number is required by law or the 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.
6.09. Committee members may not receive salaries or any other compensation for their services.
6.10. Each committee may adopt rules for its own operation not inconsistent with the Bylaws or with rules adopted by the Board of Directors
POLITICAL ACTION COMMITTEE
NAME AND FUNCTION
7.01. By resolution of the Board of Directors the Association may activate Arkansas Rifle & Pisol Association Political Action Committee which shall have sole responsibility to administer the legislative, legal, informational and fund raising activities of the Association related to the defense or furtherance of the right to keep and bear arms in accordance with the policies established by the Board of Directors.
Planning and Reporting
7.02. The Chairman of the Political Action Committee shall report plans and activities to the Association membership regularly to the Legislative Committee and the Association’s membership. The Chairman will conduct an annual strategy meeting with the Political Action Committee. The Legislative Chairman and General or outside Counsel shall insure compliance with all applicable Federal, State, and Local laws governing legislative activities.
Prohibition of Political
7.03. Neither the Association, its Political Action Committee, nor any Officer shall make any contribution, on behalf of the Association, to a political campaign, candidate, or politician. No Member dues shall be used for political purposes.
NOMINATION AND ELECTION PROCEDURES
Nomination and Election of Officers and Directors
8.01. (a) Nominations for officers shall come from the floor by any voting member in good standing at the annual meeting. The officers shall be elected, one at a time in this order: President, Vice President the Secretary/Treasurer. Election shall be by a simple majority of those members entitled to vote and who are present at the annual meeting. Voting will be done by a show of hands with the count announced by the Secretary/Treasurer unless the President of the association elects to conduct the vote by secret ballot.
(b) Candidates who wish to be nominated for office may submit to the Secretary/Treasurer of the Association a resume of their qualifications and goals not less than 60 days prior to the annual meeting. The Secretary/Treasurer and/or the Chairman of the Communications committee shall publish or post all resumes before the Annual Members meeting. Resumes must be limited to one letter size typewritten page. Election of officers and the installation of those officers shall be the first order of new business conducted.
(c) Nominations for committee chairman or director at large which shall serve as Board of Directors shall come from the floor by any voting member in good standing at the annual meeting. Election shall be by a simple majority of those members entitled to vote and who are present at the annual meeting. Voting will be done by a show of hands with the count announced by the Secretary/Treasurer unless the President of the association elects to conduct the vote by secret ballot.
(b) Candidates who wish to be nominated for committee chairman or director at large may submit to the Secretary/Treasurer of the Association a resume of their qualifications and goals not less than 60 days prior to the annual meeting. The Secretary/Treasurer and/or the Chairman of the Communications committee shall publish or post all resumes before the Annual Members meeting. Resumes must be limited to one letter size typewritten page.
BOOKS AND RECORDS
REQUIRED BOOKS AND RECORDS
9.01. The Association shall keep correct and complete books and records of account. The Association’s books and records shall include:
(a) A file-endorsed copy of all documents filed with the Arkansas Secretary of State relating to the Association, 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 the Bylaws, and any amended versions or amendments to the bylaws.
(c) Minutes of the proceedings of the Board of Directors.
(d) A list of the names and addresses of the members, Directors, officers, and any committee members of the Association.
(e) A financial statement showing the assets, liabilities, and net worth of the Association at the end of the three most recent fiscal years.
(f) A financial statement showing the income and expenses of the Association for the three most recent fiscal years.
(g) All rulings, letters, and other documents relating to the Association’s federal, state, and local tax status.
(h) The Association’s federal, state, and local information or income tax returns for each of the Association’s three most recent tax years.
Inspection and Copying
9.02. Any Director, officer, or committee member of the Association may inspect and receive copies of all books and records of the Association required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the Association and if the person submits a request in writing.
9.03. Any Association member or member of the general public may also be granted access to the records of the Association required to be open for inspection by any applicable state or federal law. Requests for information or records access shall be addressed, in writing, to the President and should be based on a business ‘need to know.’ The President shall have the sole discretion, subject to appeal, to either grant or deny the request. Approval for such requests shall be made with due consideration to office work load, need to know and time demands of the requesting person. The requested information shall only be furnished by the President or designated staff member of the Association within the time periods established by the President. A denial of any such request may be appealed, in writing, to the Board of Directors of the Association, whose decision shall be final.
9.04. Privacy of Member Information. Member information, telephone numbers, addresses, email address, or other collected member data may not be intentionally released to any party outside of the Association without the explicit approval of the Board of Directors, except to licensed, bonded mailing houses operating on behalf of the association who have signed a non-disclosure agreement (this power is retained to the Board and may not be exercised in its recess by any Director or Committee). Directors and Officers, by serving as a director or officer, consent to the release of their names, address, and a designated telephone number or email address.
10.01. The fiscal year of the Association shall be the calendar year.
WHEN INDEMNIFICATION IS REQUIRED,
PERMITTED, AND PROHIBITED
11.01. (a) The Association shall indemnify a Director, officer, committee member, employee, or agent, or attorney, or accountant of the Association 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 employ of Association. For the purposes of this article, an agent includes one who is or was serving at the request of the Association as a Director, officer, partner, venturer, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, but shall not include independent contractors. However, the Association shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Association’s best interests. In a 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 Association shall not indemnify a person who is found liable to the Association or is found liable to another on the basis of improperly receiving a personal benefit.
(b) The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contender, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Association.
(c) The Association shall pay or reimburse expenses incurred by a Director, officer, committee member, employee, attorney or agent of the Association in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Association 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 Association may indemnify a Director, officer, member, committee member, employee, or agent of the Association to the extent permitted by law. However, the Association shall not indemnify any person in any situation in which indemnification is prohibited by the terms of paragraph 11.01(a), above, except that the Association may purchase indemnification insurance in lieu of, or in addition to, the requirements of indemnification as set out in these Bylaws.
(e) Before the final disposition of a proceeding the Association may pay indemnification expenses permitted by the bylaws and authorized by the Association. However, the Association shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in an proceeding brought by the Association or the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
(f) If the Association may indemnify a person under the bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the Association, the indemnification is limited to reasonable expense actually incurred by the person in connection with the proceeding.
Procedures Relating to
11.02. (a) Before the Association may pay any indemnification expenses (including attorney’s fees), the Association shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 12.02(a), below. The Association 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 of Directors, designated to act in the matter by a majority vote of all Directors, consisting solely of one 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 of Directors by vote as provided in paragraph 11.02(a)(i) or 11.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors.
(b) The Association shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 11.02(a)(iii) or (iv), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of members or the Board of Directors that requires the indemnification permitted by paragraph 11.01, 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 Association shall pay indemnification or advance of expenses shall be reported in writing to the Board of Directors of the Association. The report shall be made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of consent to action without a meeting. In any case, the report shall be sent within the 12-month period immediately following the date of the indemnification or advance.
AMENDMENTS TO THE BYLAWS
12.01. The Bylaws may be altered, amended, or repealed; and new bylaws may be adopted by the Board of Directors. The notice of any meeting involving bylaw revisions shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered. Alternatively, the text may include a fair summary of those provisions.
12.02. The general membership may petition the Board of Directors for an amendment to the Bylaws with signatures to the petition of at least one percent of the Association’s membership. The petition form will include signature, printed name, address, and membership number for each signing member.
12.03. These Bylaws may be amended upon vote of two thirds of the total number of persons comprising the Board of Directors as herein defined, at any regular or special meeting wherein written notice of the proposed amendment has been given to the Board.
12.04 Board Resolutions must be passed for each ensuing year and may last no longer than the next annual director meeting. Resolutions may not substitute for or change a Bylaw provision.
NOTICE BY MAIL OR TELEGRAM OR FACSIMILE
13.01. Any notice required or permitted by the bylaws to be given to a member, Director, officer, or member of a committee of the Association may be given by mail or telegram or facsimile. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Association, with postage prepaid. If given by telegram or facsimile, a notice shall be deemed to be delivered when sent and addressed to the person at his or her address as it appears on the records of the Association. A person shall be responsible to change his or her address by giving written notice to the secretary of the Association.
Signed Waiver of Notice
13.02. Whenever any notice is required to be given under the provisions of the Act or under the provisions of the articles of incorporation of the bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.
Waiver of Notice by Attendance
13.03. The attendance of a person at a meeting shall constitute a 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 is not lawfully called or convened.
SPECIAL PROCEDURES CONCERNING MEETINGS
MEETING BY TELEPHONE
14.01. The members, Board of Directors, and any committee of the Association may hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.
Decision Without Meeting
14.02. Any decision required or permitted to be made at a meeting of the members, Board of Directors, or any committee of the Association 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 of the person entitled to vote on the matter. The original signed consents shall be placed in the Association minute book and kept with the Association’s records.
Voting by Proxy
14.03. Proxy voting shall not be allowed for any office or at any meeting of the Association or committee.
ORDER OF BUSINESS
15.01. The following shall be the regular order of business at all regular and called meeting of the Board of Directors:
Approval of minutes of previous meeting
Reports of Officers
Reports of Committees
Election and installation of Officers
15.02. Robert’s Rules of Order Newly Revised shall govern the deliberations of all meetings of the Members, Board of Directors, Executive Committee, and all Committees unless specific exceptions are made.
16.01. The Bylaws shall be interpreted in accordance with the laws of the State of Arkansas.
16.02. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect; the invalidity, illegality, or inability to enforce shall not affect any other provision.
16.03. The headings used in the Bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.
Gender, Number, Denotation
16.04. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neutral gender, all singular words shall include the plural, and all plural words shall include the singular. Wherever the context requires, all denotation in these Bylaws of the Association as an association or the Association as a corporation shall be deemed interchangeable for the purposes of determining that this Association is a non-profit Association organized in the state of Arkansas.
Power of Attorney
16.05. A person may execute any instrument related to the Association by means of power of attorney if an original executed copy is provided to the Secretary of the Association to be kept with Association records.
16.06. The Bylaws shall be binding upon and inure to the benefit of the members, Directors, officers, committee members, employees, and agents of the Association and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.
TENURE AND DISSOLUTION
17.01. The Association will never issue stock of any kind or nature, but will issue membership certificates to its Members. No portion of the net income of the Association shall be distributed or inure to the benefit of any such members. In the event of dissolution, the assets remaining shall be distributed to the National Rifle Association Foundation.
17.02. Any assets not so distributed by the Association in accordance with the foregoing provisions as selected by order of the appropriate state district court acting in its ministerial and not its judicial capacity, and such organizations to which distribution shall be made in accordance with such order, and in accordance with the terms and conditions of this provision in its entirety, shall be such organizations which will best accomplish the purposes for which this Association is organized.
PROSCRIBED CONDUCT FOR OFFICERS AND DIRECTORS
18.01. Conduct warranting investigation and disciplinary action includes, without limitation:
(a) Abusing ones position as a Director or Officer for personal aggrandizement or preferment, or private benefit or for the benefit of other persons or organizations;
(b) Dereliction of one’s fiduciary obligations to the Association;
(c) Illegal or dishonest conduct; willfully misrepresenting the business, deliberations or affairs of the Board of Directors, the Association or its good name and reputation;
(d) Willful false or unsupported allegations of misconduct;
(e) Willfully making false statements or representations;
(f) Violating one’s obligation of loyalty to the Association;
(g) With due recognition of one’s right to a difference of opinion, disparagement of the Board of Directors, the Association, or its Officers;
(h) Unauthorized disclosure of any matter discussed or acted upon in a Session of the Board or a Committee Meeting;
CERTIFICATE OF SECRETARY/TREASURER
I certify that I am the duly elected and acting secretary of the Arkansas Rifle & Pistol Association and that the foregoing Bylaws constitute the Bylaws of the Association. These Bylaws were duly adopted by the Board of Directors on the 11th day of January, 2009 and amended on the 15th day of January 2011.
Nancy J Nevins
Secretary/Treasurer of the Arkansas Rifle & Pistol Association