Amended and Restated Constitution and By-Laws
The Londonderry Fish and Game Club
A New Hampshire Nonprofit Corporation
Reviewed and Revised April 3rd, 2018
Pursuant to the provisions of the New Hampshire Revised Statutes Annotated, Chapter 292, Section 7, the undersigned corporation, pursuant to votes duly taken by its Board of Directors and by its membership, hereby amends and restates its Constitution and By- Laws by deleting the current Constitution and Bylaws and adopting in place thereof the following amended and restated Constitution and By-Laws.
The undersigned, being persons of lawful age, associate under the provisions of the New Hampshire Revised Statutes Annotated, Chapter 292, Section 7 by the following articles:
ARTICLE I: NAME OF THE ORGANIZATION
(A) The name of the organization shall be the Londonderry Fish and Game Club, Inc., referred to as the “LFGC”.
(B) The existence of the LFGC will be perpetual.
(C) The mailing address of the LFGC is: PO Box 229, Londonderry, NH 03053.
ARTICLE II: PURPOSE OF THE ORGANIZATION
The purposes, for which the LFGC is formed, and the objects and business to be carried on and promoted by it are as follows:
(A) To promote the conservation and restocking of our forests and waters insofar as they relate to the bests interests of hunting and fishing.
(B) To promote the proper understanding and use of firearms, archery skills, hunter safety skills, and the correct use of fly and bait casting rods.
(C) To encourage co-operation between sportsmen and property owners.
(D) To promote goodwill and true sportsmanship as it relates to all sports and to other civic activities.
(E) The LFGC is irrevocably dedicated to and operated exclusively for nonprofit purposes; no part of the income or assets of the LFGC shall be distributed to, nor inure to the benefit of, any individual.
(F) The LFGC is organized exclusively for community service and educational purposes as specified in Section 501 (c) (3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501 (c) (3) or corresponding provisions of any subsequent tax laws.
(G) No part of the net earnings of the LFGC shall inure to the benefit of any member, trustee, director, officer of the LFGC, or any private individual (except that reasonable compensation may be paid for services rendered to or for the LGFC), and no member, trustee, officer of the LGFC, or any private individual shall be entitled to benefit from the dissolution of the LGFC.
(H) No substantial part of the activities of the LFGC shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501 (h)) or participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.
(I) In the event of dissolution, all of the remaining assets and property of the LGFC shall, after payment of the necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the State of New Hampshire or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New Hampshire.
(J) In any taxable year in which the LGFC is a private foundation as described in the IRC 509 (A), the organization shall distribute its income for said period in such time and manner as not to subject it to tax under IRC 4942, and the LFGC shall not (i) engage in any act of self-dealing as defined in IRC 4943 (3), (ii) retain any excess business holdings as defined in IRC 4943 (C), (iii) make any investments in such a manner as to subject the LFGC to tax under IDC4944, or (iv) make any taxable expenditures as defined in IRC 4945 (D) or corresponding provisions of any subsequent Federal tax laws.
ARTICLE III: OFFICERS OF THE CLUB AND THE BOARD OF DIRECTORS
(A) The “Officers” of the Club shall consist of a President, a Vice-President, a Secretary, and a Treasurer. Officers shall be chosen by ballot annually at the January Meeting. Officer’s terms shall be up for election on a two (2) year rotating basis. The President and the Secretary seats shall be voted on in the same year, The Vice President and the Treasurer shall be voted on in the following year. The Officers of the Club shall hold their office for a term of two (2) years, and/or until their duly qualified successors are elected.
*** NOTE: JANUARY 2019 WILL START CYCLE. President and Secretary elected will start 2 year cycle and Vice President and Treasurer will be elected for 1 last 1 year term
(B) The “Board of Directors” for the Club shall consist of nine club members in good standing. Directors shall be elected by ballot at the January meeting for three-year terms on a rotating basis, three each year.
(C) No member shall hold more than one office in the same year, except that a duly elected Officer may also serve as a member of the board of directors.
(D) At no time shall the President and the Chairman of the Board be the same person.
(E) All nominations for Officers and Board Members shall be made in the December meeting. Once nominations are closed they shall not be opened again until the following year, except for Special elections, pursuant to Article IX.
(F) No member shall hold office in the club until after one year from date of membership.
(G) Officers shall be required to serve upon election by the membership, unless such office becomes vacant pursuant to Article IX.
(H) The rules may be suspended only by unanimous consent and a voice vote may be recorded in lieu of a written ballot.
ARTICLE IV: CLUB EMPOWERMENT
The LFGC is empowered:
(A) To buy, own, sell, assign, mortgage, or lease any interest in real estate and personal property and to construct, maintain, and operate improvements thereon necessary or incident to the accomplishment of the purposes set forth in ARTICLE II hereof.
(B) To borrow money and issue evidence of indebtedness in furtherance of any or all of the objects of
The Club, and to secure the same by mortgage, pledge, or other lien on the LFGC’s property.
(C) To do and perform all acts reasonably necessary to accomplish the purposes of the LGFC.
ARTICLE V: DUTIES OF THE BOARD OF DIRECTORS
(A) The Board of Directors shall be the governing body of the LFGC.
(B) The Board must ratify by a majority vote all changes to the By-Laws of the LFGC with the consent of the membership. Moreover, the Board shall determine that all bylaw changes are not inconsistent with the provisions of IRC 501 (c) (7) or any applicable Federal or State laws governing nonprofit organizations. Any revisions which may cause the Club to lose its status under IRC 501 (c) (7), shall be deemed void ab initio and unenforceable.
(C) The Board of Directors shall annually elect a presiding Chairperson to govern and direct the meetings of the Board. All contracts, notes, bonds, certificates of indebtedness, bills of sale, deeds, mortgages, and leases of the Club exceeding $10,000 shall be signed by the Chairperson of the Board of Directors with the approval of the Board of Directors.
(D) The Board of Directors shall meet from time to time as is mutually agreeable. The Chairperson of the Board or any three Directors may call a special Board Meeting.
(E) The original Directors and the term for which each will serve are set below. All terms shall commence with on the date of the filing hereof with the Secretary of State and shall continue until the date set below or until his or her successor shall have been elected and qualified.
- Dr. Larry Anctil January, 1998
- Bill Boucher January, 1998
- Jim Cates January, 1998
- Rick Darrah January, 1997
- Rick Hamlett January, 1997
- Charles Johnson January, 1997
- Don Lindh January, 1996
- Don Nielsen January, 1996
- Eric Orff January, 1996
- Don Richard Replacement for any unwilling to serve
ARTICLE VI: DUTIES OF THE OFFICERS
(A) The President shall preside at all meetings of the club, preserve order, and endorse the Bylaws of the Club. He shall be a member of all committees ex-officio, and shall have the casting vote in case of any tie. He shall have the power to order the Secretary to call a meeting at his initiative or when requested by five or more members in good standing. All contracts, notes, bonds, certificates of indebtedness, bills of sale, deeds, mortgages, and leases of the club exceeding $10,000 shall be signed by the President. The President shall appoint Range Officers to supervise public and club shoots. He shall perform such other duties as are required by his office.
(B) The Vice President in the absence of the President shall perform all the duties of the President. The Vice President shall perform liaison duties to other organizations and governments. Unless otherwise delegated, the Vice President shall be permanent chairperson of all committees for public events held by the Club. He shall annually audit the accounts of the Treasurer.
(C) The Secretary shall keep true minutes of each meeting, read and preserve all documents and correspondence, issue all notices of meetings, and conduct all official correspondence. Secretary shall receive and keep a record of all membership applications and renewals and shall perform such other secretarial duties as the Board of Directors or the President shall direct.
(D) The Treasurer shall be the primary financial officer of the Club. Treasurer shall receive all monies due the club and shall disburse monies for payment of all proper bills and obligations of the club with the assent of the President. The Treasurer shall keep an accurate accounting of all club funds received, invested, and disbursed for any purpose and will present at each monthly meeting a summary accounting of all monies received and paid out. The Treasurer shall submit his books and accounts for audit when requested by the President or Vice President or director.
ARTICLE VII: MEMBERSHIP
(A) Any person, that is qualified to hold a New Hampshire Fishing and/or Hunting License, and that is not a prohibited person (18 U.S.C. § 922[g][1-9], 18 U.S.C. § 922[n], 18 U.S.C. § 922[d]) shall be eligible for membership. To determine that the member is not a prohibited person, he/she must present one of the following items as proof:
(1) A valid N.H. Pistol and Revolver License;
(2) A receipt from a federally licensed Gun dealer for the purchase of a firearm within the last three months and the receipt contains the name and address of the purchaser;
(3) An active and valid Notary Public/Justice of the Peace commission;
(4) N.H. Hunter Education valid and current Instructor Card;
(5) Professional Licensure where the State requires a criminal records check;
(6) Federal Firearms License (FFL) (Dealer);
(7) Class III documentation containing the prospective member’s name and address;
(8) Federal C&R License;
(9) Law Enforcement ID.
(10) Background Check through New Hampshire D.O.S
(B) The term of membership shall be “annual” and shall run from January 1st to December 31st. Members may renew from September 15th through November 30th of each year. On December 1st, members not having renewed shall be deemed as "late". “Late” members may renew, but shall include a late fee as determined annually by club officers. Any late member not renewed by midnight on December 31st shall be deemed to have forfeited membership. Forfeited members subsequently seeking membership shall enroll themselves on the club wait list.""
(C) Memberships shall be available as “REGULAR”, “SENIOR”, “JUNIOR”, “HONORARY” or “ACTIVE DUTY MILITARY”. Honorary and/or Active Duty Military memberships may be granted at any regularly scheduled club meetings and assented to by at least one Officer and one Board member.
(D) Regular Members are those members between ages eighteen (18) and sixty-four (64) who pay full dues. Regular members enjoy all privileges such as the right to vote, and have no exemption from obligations such as work parties.
(E) Senior Members are those sixty-five years of age and older. Senior members are exempt from obligations such as work parties.
(F) Junior Members are those under age of eighteen. Junior members are not eligible to vote, and are exempt from obligations such as work parties.
(G) Active Duty Military/AGR Members are those members serving full time in any branch of the US military.
(H) Honorary Memberships, on motion of an Officer or Board member, may be granted by majority vote for a fixed term where dues are waived.
(I) The Board of Directors from time to time may evaluate and adjust the membership cap (limit).
ARTICLE VII-a MEMBERSHIP CONDUCT
(A) In consideration for being granted membership to the Londonderry Fish & Game Club, Inc., The member shall agree to be bound by, and comply with all bylaws, club rules and duties imposed by holding such a membership.
(B) Violation of Range Rules, Bylaws or other actions or behavior that are not consistent with the club purpose, against the interests of the club and its members, or any act or omission that imposes liability on the club shall be deemed sufficient as good cause and reasonable grounds for any Officer, Director or Range Officer to suspend a member and direct said member to leave the club property. In such cases where a member is suspended, the following shall apply:
1. Said suspension shall remain in effect until such time as the member adjudicates the suspension through an appearance at a regular club meeting. The suspended member shall have up to three subsequent consecutive club meetings to appeal the suspension and to request a vote of the membership on the suspension.
a. Such an event shall be referred to As a “Special Club Administrative Proceeding” and shall be presided over by the President, the Vice-President in the case the President is the suspending officer.
b. No Club Officer shall preside over any proceeding under this section if that Officer is the imposing Officer.
2. The Officer imposing the suspension, or another Officer in the case of the Officer’s absence, shall state plainly, the facts, which caused him to suspend the member.
3. Upon submission of the facts by the suspending officer to the membership present, the
Member shall have a full opportunity to rebut the officer’s action either by oral presentation, witnesses, if any or the like. A time limit of 15 minutes will be imposed. Members and Officers may ask questions following presentation. Presiding club officer will then close the discussion and entertain a motion to vote.
4. The membership present may vote to do one of the following:
a. Dismiss the suspension of the member without prejudice;
b. Dismiss the suspension with prejudice or subject to later review;
c. Impose a period of suspension;
d. Impose a probationary period;
e. Terminate the membership of the member.
5. At the fourth club meeting following the suspension of a club member where no request has been made by the suspended member, to adjudicate the suspension, the member shall be deemed to have waived his or her right of provisions as set forth in the bylaws and the club member shall be considered voluntarily resigned forthwith, with forfeiture of any claim to any dues paid for the year.
6. Any member resigned under the aforementioned provisions shall not be eligible for future reinstatement as a lapsed member, but must reapply for membership in the same manner as a new member.
ARTICLE VIII: MEETINGS
(A) Meetings shall be held once each month at a time, date, and place to be selected by the officers.
(B) The Annual Meeting shall be held in January for the election of officers. Newly elected officers shall be installed at the January meeting.
(C) A quorum of ten regular members in good standing shall be required to transact business at a monthly or annual meeting.
ARTICLE IX: RESIGNATIONS AND REMOVAL FROM OFFICE
Resignation of officers shall be submitted to the President, Chairperson of the Board, or at a monthly meeting in writing and made part of the minutes of record. The Board of Directors shall elect a new Chairperson as need requires, but shall fill any vacancies on the Board of Directors at the next annual meeting by ballot.
(A) A special election shall be held by ballot at the next monthly meeting to fill any non-board vacancy.
(B) Officers and Board members serving shall not be removed from office, except for good cause shown. Such “good cause” shall be defined as:
(1) Failure to perform official duties of office resulting in detriment to the club;
(2) Loss of good standing as a club member;
(3) Abuse of Office to the detriment of the club or its members.
(C) Any member in good standing, at any monthly meeting may make a motion to initiate an Officers removal from office, but only after stating with specificity the reason or reasons for such a motion. The motion shall not be voted upon until a discussion is entered into the record. Only after such discussion will the motion be tabled until the next monthly club meeting.
(D) In the case of removal from office for good cause shown, The Board of Directors, by the club secretary, (if the officer to subject to such removal is the secretary, then the President or Vice President) shall send to the Officer subject to such motion, notice via certified first class U.S. Mail, return receipt requested within three days of the motion. The officer shall respond on or before the next scheduled meeting, either orally or in writing.
(E) Such notice shall state with specificity, the reasons for the foregoing action pursuant to Article IX (b) of the Club Bylaws. Such notice shall afford the subject officer an opportunity to be heard and to defend, before the membership at the next monthly meeting.
(F) A subsequent vote of two-thirds of the members present, providing there be a quorum, shall either remove the officer or defeat the action. The rules shall not be suspended by unanimous consent for the vote and a roll call vote will be recorded into the meeting minutes.
(G) If the officer to be removed fails to respond to the notice given by the board within the time specified therein, it shall be deemed by default that the officer has resigned and so recorded into the record.
ARTICLE X: AMENDMENTS TO THE BYLAWS
(A) These Bylaws shall be amended only by a two-thirds vote of the eligible members at a monthly meeting and shall subsequently be approved by a two-thirds vote of the Board of Directors.
(B) Any motion to amend or repeal a bylaw shall be made at a monthly meeting, and shall be tabled until the following monthly club meeting. The Club Secretary shall notify all members not in attendance upon such a motion.
(C) Any member in good standing may make a motion to amend a club rule at any scheduled Club meeting. Any adoption, amendment or rescission of any rule by the members shall be adopted only by majority vote.
ARTICLE XI: MEETING DECORUM
In all questions of Parliamentary procedure arising at any meeting, Roberts Rules of Order shall govern. In the case of disputes concerning interpretation of these Bylaws or the Rules of Order, the Secretary shall rule, subject to appeal to the Board of Directors.
ARTICLE XII: CAPITAL STOCK AND MEMBERSHIP CERTIFICATES
The LFGC shall have no capital stock and no shares. Members in good standing will be issued an expiration-dated membership card or certificate.
These Amended and Restated Constitution and By-Laws supersede the original Constitution and By-Laws and all amendments thereto.