By-Laws

Willow Creek Sportsman’s Club, Inc.
By-Laws
September 7th, 2021

Article I. Name and Purpose

Section 1.1. Name. The name of this organization is the Willow Creek Sportsman’s Club, Inc. “Unless otherwise specified Corporation and Club as used herein shall be construed to include Willow Creek Sportsman's Club”.

Section 1.2. Location. The Corporation/Club, a NONPROFIT 501C3 CORPORATION incorporated in the Commonwealth of Pennsylvania, shall maintain a registered office in Pennsylvania. The Corporation/Club shall maintain its principal place of business at the clubhouse located at 3307 West Washington Street, Bradford, PA 16701.

Section 1.3. Objectives. To promote and enhance education, community service, sportsmanship, and conservation of natural resources.

Section 1.4. Mission Statement. Our mission with sole purpose, through sound management practices is to educate, create, enhance and promote our Community, Youth, National Forest, Kinzua Reservoir and its Tributaries through education, restoration and conservation of its natural resources.

Article II. Membership

Section 2.1. Classes. Qualifications, rights, and responsibilities for the various classifications of members shall be established by the Board of Directors. Membership is nontransferable and shall be one of four (4) classes:

(a) Active. Any legal resident of the US interested in the promotion, development, attending a minimum of 3 monthly meetings, and volunteering their time at 3 club related functions other than monthly meetings of the Willow Creek Sportsman’s Club is eligible for Active membership. Active members have voting rights.

(b) Social. Any legal resident of the US interested in access to and enjoyment of any entertainment, facilities, and other amenities in respect of the Willow Creek Sportsman’s Club. You may move to active membership throughout the year if you meet the requirements established under 2.1(a). Social members do not have voting rights.

(c) Distinguished Lifetime. Any legal resident of the US that gives a one-time donation that exceeds $25,000 or an active member who serves 25 Consecutive years of service shall be deemed a Distinguished Lifetime member. Distinguished lifetime members have voting rights.

(d) Youth. Any legal resident of the US who is 16 years of age or younger that is interested in access to and enjoyment of any entertainment, facilities, and other amenities in respect of the Willow Creek Sportsman’s Club. Youth members do not have voting rights.

Section 2.2. Admission. Any legal resident of the United States may become a member of this Club, upon subscription to the aim and purpose thereof, and upon payment to any officer the annual dues, and provided further that the Board has approved the application by voting.

Section 2.3. Dues. The Board shall determine dues, fees, and special assessments.

Section 2.4. Termination and Suspension.

(a) Board Direction. Any membership may be terminated or suspended by a decision of the Board. Cause for termination or suspension includes, but is not limited to, conduct which is prejudicial to the interests of the Willow Creek Sportsman’s Club. Any member whose membership is recommended to be terminated or suspended by the Board must receive written notice at least fifteen (15) days prior to termination or suspension and an opportunity to be heard, either orally or in writing, at least five (5) days prior to the proposed termination or suspension meeting.

(b) Nonpayment of Dues. Failure to render payment of dues within sixty (60) days from the due date will result in automatic termination of membership. The Club will provide reasonable notice that payment of dues is outstanding. Notification of the dues payable will be sent by any electronic means or mail to every member of record by end of calendar year.

(c) Delinquent Dues. Any member who becomes delinquent in their dues on the first day of February in any year will be dropped from the membership.

(d) Game/Fish Law Violation. Any member who shall violate any of the game laws of the Commonwealth of Pennsylvania, or the United States of America, and have been convicted and found guilty thereof, by any court of competent jurisdiction, shall immediately be expelled from membership and participation in any activities of the Club for the period of one (1) year.

Section 2.5. Re-instatement. Payment of one year's dues, fees, and assessments in arrears shall entitle a member to reinstatement, unless the membership was terminated by Board decision, as provided in section 2.4. A membership terminated by Board decision may be reinstated only upon approval by a majority vote of the Board and payment of an amount equal to one year's dues, fees, and assessments in arrears. A suspended member must pay outstanding dues, fees, and assessments in arrears.

Article III. Meetings of Members

Section 3.1. Meetings. Any or all meetings of the members and the Board will be held at the clubhouse or at any place within the county of McKean, in the Commonwealth of Pennsylvania.

a) Voting: Membership voting, other than elections, will be by the raising of the hands, unless a secret ballot is requested by at least three (3) members or more.

b) Board and Committee meeting voting will be by raising of hands or verbal.

Section 3.2. Regular. Meeting of the members shall be held not less than six (6) times per year, except as may be ordered by the President of the Board.

Section 3.3. Annual. Meeting shall be held on the regular meeting night in December of each year. At the annual meeting the Board President shall submit to the members a general statement of activities, business, and financial condition of the Corporation/Club as provided by the Finance Committee or Treasurer.

Section 3.4. Special. Special meetings of the Board may be held at any place, at any time, whenever called by the President, Vice President, Secretary, Treasurer, or any four (4) or more Directors.

(a) Notice of Special Meetings. Notice of the time and place of special meetings of the Board shall be given by the Secretary, or by the Directors calling the meeting, by mail, email, or by personal communication over the telephone or otherwise, at least twenty-four (24) hours’ notice prior to the date on which the meeting is to be held. The business to be transacted or the purpose of any meeting of the Board need not be specified in the notice.

Section 3.5. Order of Business. Order of business at all meetings of members shall be as follows:

(a) Calling the meeting to order.

(b) Pledge of allegiance.

(d) Report of the Treasurer

(e) Report of the Standing Committees.

(f) Old business.

(g) New business and communications.

(h) Good of the Club.

(i) Motion to adjourn.

(j) Program, refreshments, etc.

Section 3.6. Public. The public shall be admitted to all meetings, except the Annual Meeting.

Section 3.7. Board. The Board of Directors shall meet as a board at least once a month, at the clubhouse located at 3307 West Washington Street, Bradford, PA, 16701 with at least twenty-four (24) hours’ notice to all Directors.

Section 3.8. Rules and Procedures. The rules of procedure at meetings of the Board of the Club shall be the rules contained in Robert’s Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board.

Article IV. Voting and Elections

Section 4.1. Voting. Any Active or Lifetime member in good standing may vote in an election. Members who are social members or youth members of the sportsman’s club cannot vote in an election.

Section 4.2. Elections. Active or Lifetime members wishing for the election chairman to nominate them to an office must submit an election form to the election committee prior to the last regular (monthly) meeting in November. At the last regular (monthly) meeting in November, the election chairman will present a sample ballot to the membership based on those wishing to be elected to an office for the New Year. The sample ballot must be approved by the membership confirming all candidates meet the eligibility requirements according to these by-laws.

On the day of elections, each position shall be voted on separately. The order in which offices are voted on shall be in the following order: President, Vice President, Secretary, and Treasurer. The remainder of the offices shall be voted on based on the discretion of the Election Chairman to get the best fulfillment of each office making sure the most important offices are filled first.

When any office has two or more candidates running for the position, a confidential vote shall take place. The election committee shall include any absentee votes at this time. The candidate receiving the majority of votes shall be elected to the position.

The only time the President will vote will be in the event of a tie. If a tie occurs, then a completely new vote is taken with his vote included.

The only time nominations from the floor will be taken is for an open office with no candidates. Only those in attendance of the annual elections may be nominated from the floor to an open office position.

All efforts must be made to seek two or more candidates to be nominated for any open office. However, after all efforts have been made and only one nominee has been made, the membership can then close that nomination, either for the one nominee, or for as many that has been nominated. Should only one candidate be nominated, a motion and a second from
the floor can be made to have the Secretary cast one ballot in favor of the candidate. This must be accepted by the membership in attendance.

All eligible members may run for an unlimited number of offices in which they meet the requirements for based on these by laws.

All ballots and votes shall be kept on record for a period of 2 years after the day the election occurs. Any member wishing to challenge the election results must do so with the President (the President in which held the office during the election) and Election Committee prior to the 30 days ending. Any discrepancies noted from this discovery shall be taken to the next general
membership meeting and presented to the general membership for a resolution.

Section 4.3. Absentee Ballot. Any member unable to attend the annual elections may request an absentee ballot from the Election Chairman. A ballot will be provided to the member from the election committee after approval of the ballot by the general membership in the monthly November meeting. Members must place the completed ballot in a sealed envelope affixing their signature across the seal of the envelope and remain sealed until the day of the election. All absentee ballots shall only be used for one round of voting.

Section 4.4. Resignation or Removal from Office. An officer may present a resignation in writing to the Secretary, it may be accepted at any regular meeting by a majority vote of the members present. The officer resigning must be free from indebtedness to the sportsman’s club. Resigning officers shall not be eligible to hold any office until the next annual election
unless accepted as such at a regular meeting by a majority vote.

Should any elected officer not perform his duties to the satisfaction of the membership and or Board of Directors, the accused shall be sent a written notice by the Secretary, asking for an explanation of his performance, and intention for filling his office. Should his reply or lack of reply (length of time to be determined by the President) not be to the agreement of the membership he may be removed from office by an 80% vote of members present at any regular meeting, and his vacancy filled at the next regular meeting.

Section 4.5. Filling Vacancies. Vacancies shall be filled by formal ballot at the next regular meeting following the acceptance of resignation or removal from office. The same shall apply in case of death when filling a vacancy, any active member regardless of what office they may hold, shall have the right to run for the vacant office. However, should they be elected to that office and according to these by-laws is unable to hold both positions, an additional election for the open position must be held at the next regular monthly meeting.

Article V. Board of Directors

Section 5.1. Powers. The affairs of the Club shall be managed by the Board of Directors.

Section 5.2. Number. There shall be at least five (5), but not more than eleven (11), Directors of the Club. The Board may, by majority resolution, adjust the number of Directors, provided that the number is not decreased below five (5) nor increased beyond eleven (11), and that the term of an incumbent is not decreased.

Section 5.3. Officers. The elected officers are; President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. Officers will also serve as active voting members of the Board of Directors during their term of office. The Immediate Past President shall be retained as an advisor to the board, with no voting right except that of a regular member.

Section 5.4. Directors. At annual elections, two (2) Directors shall be elected for a term of three (3) years to succeed the two (2) Directors whose terms expire. Also at annual elections, two (2) Directors shall be elected for a term of two (2) years to
succeed the two (2) Directors whose terms expire. Nothing herein contained shall be construed to prevent the election of any Officer or Director to succeed them.

Section 5.5. Attendance. Any Director who shall be absent from three (3) consecutive meetings without an acceptable excuse and suitable notice to a member of the Board, shall be automatically deemed to have vacated the office.

Section 5.6. Vacancies. For whatever reason a vacancy on the Board shall be filled by a member appointed by the Board, or a new Director shall be elected by the Active or Distinguished lifetime members at the Annual Meeting to fill the office for the remainder of the term.

Section 5.7. Other Officers or Agents. Such other Officers and agents as the Board may deem necessary for the transaction of the business and affairs of this Club may be appointed by the Board of Directors.

Section 5.8. Business. The business, property and policies and affairs of this Club shall be managed by the President, 1st and 2nd Vice Presidents, Secretary, Treasurer and the Board of Directors. For transparency, the Board may conduct business and communicate by any electronic means or by mail provided all board members have been notified.

Section 5.9. Loans. The Board of Directors shall have the power to borrow such money as they may, in their judgment, deem necessary to carry on the work and plans of such Club, and may pledge as security such property as may be held by the Club. No loans shall be made by the Club to any Member, Director, or Officer of the Club.

Section 5.10. Building/Range Usage. The building and range use policy and agreements of the clubhouse and ranges shall be established and reviewed periodically by the Board.

Article VI. Officers

Section 6.1. President. The President shall be elected by the members at the Annual Meeting. He/she shall be the Chief Officer of the Club. The President shall preside at all meetings of the Board of Directors and Members, and have general and active management of the business, including general powers and duties of supervision and management usually vested in the office of President of a Club. The President shall see that all orders and directives of the Board of Directors are carried out in addition to maintaining public relations.

Section 6.2. Vice President. One (1) Vice President shall be elected by the members at the Annual Meeting. The 1st Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President and be in charge of all programs after meetings.

Section 6.3. Secretary. The Secretary shall be elected by the members at the Annual Meeting. He/she shall give all notices required by statue, by laws, or resolutions. The Secretary shall be in charge of distribution of membership cards, maintain an up-to-date record of the names and addresses of all members and send a statement by any electronic means or by mail of dues payable on the first of December of each year. The Secretary shall attend all meetings of the members and of the Board of Directors and preserve in the book of this Club, true minutes of such meetings.

Section 6.4. Treasurer. The Treasurer shall be elected by the members at the Annual Meeting. The Treasurer shall have custody of all corporate funds and shall keep in computerized accounting software, full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit money in the name of this Club in a bank selected by the Board of Directors. Whenever requested by the President, the Treasurer shall render an account of their transactions as Treasurer, and of the financial condition of this Club. The Treasurer will be required to deliver to the Board of Directors, a surety bond in such form and amount and upon such conditions as the Board of Directors may prescribe. All checks issued by the Club shall be signed by the Treasurer and any one of the designated Officers whose names shall be on signature cards retained at our financial institution. The Treasurer will be a permanent member of the Finance Committee as established by the Club President.

Section 6.5. Term. All Officers shall be members in good standing and shall serve for the term of one (1) year or until the next annual election.

(a) No one may at any time hold more than one (1) office.

Article VII. Standing Committees

Section 7.1. Appointments. The President shall have the power to appoint such standing committees as deemed necessary or advisable and to prescribe their function, powers and duties. Any compensation shall be determined by the Board of Directors. No standing committee chair shall be removed unless he/she no longer wishes to serve as a committee chair or unless authorized by a vote of the Board of Directors.

Section 7.2. Committees. The committees are, as an example, but not limited to; Membership, Finance, Grounds, Building, Equipment, Kitchen.

Section 7.3. Committee Meetings. Committee meetings shall be conducted at least quarterly and minutes reported to the Board of Directors.

Section 7.4. Auditing Committee. The Auditing Committee shall consist of 2 members in good standing with the Club, but shall not be any member or be a direct relation of the Executive Board and Officers, The President of the Club shall appoint one member to serve annually at the beginning of the Presidents term of Office. The outgoing auditor may be reappointed at the discretion of the newly or re-elected President.

(a). Duties of Audit Committee. The Committee shall examine and audit the financial records of the Treasurer of the Club and render a full report in writing to the membership at a regular meeting of the Club. This audit shall take place when deemed appropriate. There shall be no ink marking on the financial records, any necessary markings shall be in pencil only. Auditing Committee shall verify all funds reported are actually on hand or on deposit.

(b). Public Accountant. It shall be the privilege of the Club membership through a proper motion to the Chair, to have the accounts of the Club examined by a State Certified Public Accountant. Once every 3 years.

Article VIII. Amendment of By-laws

Section 8.1. Amendments. These By-laws and amendments thereof, may be amended, altered, changed, added to or repealed by the affirmative vote of two-thirds (2/3) of the members present in person at any regular meeting. Provided thirty (30) days prior to any vote to amend or alter these By-laws that a written notice be given, by any electronic means or by mail, to each Active and Distinguished Lifetime member of record.

Article IX. Dissolution of Corporation

Section 9.1. Dissolution. In the event of dissolution, all the remaining assets and property of the Corporation shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 C. 3, of the Internal Revenue Code of 1954 as amended. Subject only to any order of a court of competent jurisdiction.

Article X. Indemnification

Section 10.1. Indemnification of Directors and Officers. Each Director or Officer now or hereafter serving the Club and each person who serves at the request of or on behalf of the Club as a director or officer of any other Club, whether for profit, or not for profit, and the respective heirs, executors, and personal representatives of such person, shall be indemnified by the Club against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which such person is made a party by relation to matters as to which such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of Board, or otherwise.

Revision	Description	Pages Affected	Affected	Approval Date
0	Initial Issue	All	Members	09/07/2021
1	Revised for 501C3	All	Members	01/16/2024
2	Revised Articles I-VII	All	Members	02/19/2024
3	Articles 2.4,3.5,7.4	2,3,8	Members	07/20/2026