By-laws

THE GREEN VALLEY RIFLE & PISTOL CLUB, INC.

BYLAWS

Approved by the membership, October 14, 2008

Article I

Name and Purpose

The name of the corporation shall be The Green Valley Rifle & Pistol Club, Inc., referred to in these bylaws as "the Club." The object of the Club shall be the encouragement of organized shooting sports. This will include instilling in its members and all who use its facilities a better knowledge of and respect for the safe handling and proper use of firearms.

Article II

Membership

1. Eligibility. Any person who is 18 years of age or older and who is eligible under applicable State and Federal law to purchase or possess firearms may become a member of the Club upon approval by the Board of Directors, payment of the required initiation fee and dues, and submission of proof of membership in the National Rifle Association. Any applicant under the age of 21 years shall demonstrate such evidence of gun safety knowledge as the Board of Directors may require. The Board of Directors may, in its sole discretion, verify the eligibility of any applicant through an appropriate criminal records or similar background check. A member or applicant who is not eligible to purchase or possess firearms solely by reason of not being a citizen of the United States shall be required to satisfy the standards applicable to purchasing or possessing firearms (other than citizenship). The determination of whether such person satisfies those standards shall be solely in the discretion of the Board of Directors, but shall be subject to appeal to the membership as provided in Article II D. The results of any background check shall remain confidential, and any person in attendance at a meeting of the Board of Directors who fails to agree to keep such information confidential shall be excluded from the meeting during any discussion of the information.

2. Family Membership. Only one membership is required for any one family. A "family" shall mean the member, the member's spouse, and the member's children and stepchildren who are under 18 years of age. Family members shall be entitled to use of Club facilities when accompanied by the member.

3. Complaint Against Member. Any member can, for cause shown, seek the termination of membership of any other member. The member seeking such removal shall set forth in writing the basis for terminating the membership and shall submit such writing, including any supporting affidavits or exhibits, to the Secretary, who shall immediately notify the President. The President shall call a meeting of the Board of Directors to hear the complaint. As a result of the hearing, the Board may, upon two-thirds vote, take such action as it deems appropriate under the circumstances, including ordering payment of actual damages or termination of the membership interest of the member against whom the complaint is made. If there is less than a two-thirds vote in favor of any action against the member complained of, the complaint shall be dismissed. All rights and privileges of membership cease upon termination.

4. Appeal to Members. Any member against whom action is taken by the Board of Directors under Article II C. may appeal such action to the full membership of the Club by filing a notice of appeal in writing with the Secretary within 30 days after the vote by the Board of Directors. The President will thereupon call a special meeting of the Club to convene within 30 days for the purpose of acting on the appeal. If there is not a quorum present at the meeting, the President shall continue to call special meetings every 30 days until a quorum can be achieved. For this purpose the annual meeting can be substituted for a special meeting. At the meeting of the Club, the Secretary shall read the original complaint, supporting affidavits and exhibits, and the minutes of the meeting of the Board of Directors at which the complaint was heard and acted upon. A full hearing will be given to both the accuser and the accused. A vote will then be taken by secret ballot on whether to overturn the action of the Board of Directors, with a majority vote required for such action. Voting by proxy shall not be permitted. No member whose membership interest is terminated will be entitled to refund of any dues or initiation fees. A member whose membership is reinstated by the members shall receive a pro rata refund of dues for the period of time the member was terminated from membership. No complaint can be re-alleged against a member if the complaint is dismissed by the Board of Directors or their decision is overturned by the members if the complaint arises from the same facts, circumstances, or incident as the original complaint.

5. Automatic Termination. Any member of the Club who is suspended or expelled by the National Rifle Association shall automatically be suspended or expelled from the Club. For this purpose, a lapse of annual membership in the National Rifle Association not exceeding three months shall not beconsidered a suspension. In addition, any applicant or member who knowingly gives false information concerning his or her eligibility to be or to remain a member shall automatically be expelled from the Club.

Article III

Dues and Fees

1. Initiation Fee and Regular Dues. The initiation fee for new members and annual dues for regular members shall be established by the members at the annual meeting. Any member who is 65 years of age or older and who has been a member for the preceding five years shall pay dues equal to one-third of the normal annual dues. Dues shall be payable January 1^st of each year for the coming calendar year. Any member who has not paid annual dues by January 31^st shall be suspended from membership until dues are paid. The membership of a member who is still in arrears the following January 31^st shall be terminated. A member who is terminated for nonpayment of dues and who renews membership within one year from the date of termination shall pay the initiation fee for a new member in addition to any prorated annual dues. New members shall have their dues prorated from the month of acceptance of their membership through the end of the year. The Board of Directors shall have the authority to waive any or all of a member's dues.

2. Life Members. The Board of Directors may establish life memberships upon such terms and conditions as it deems appropriate. In no event can the cost of a life membership be less than eight times the annual dues for the year in which a life membership is offered.

3. Other Categories. The Board of Directors may establish such other membership categories as it deems appropriate in its discretion. As used in these bylaws, however, the term "member" shall refer only to a regular member or life member as defined in Article III A. or B. Membership categories established under this Article III C. shall only entitle the person or persons holding such membership to the use of Club facilities under the terms and conditions governing the particular membership category. The Board of Directors may also rent range facilities to individuals or groups. Responsibility for rental of Club facilities may be delegated by the Board of Directors to the Director of Operations or any other appropriate person under guidelines established by the Board of Directors.

4. Shares as Evidence of Membership. Regular and life members shall be issued one share of stock in the club as evidence of their membership. All shares of stock shall be retained by the Secretary. Shares of stock shall not be transferable or inheritable. The certificate of any member who ceases to be a member shall be canceled. No member shall be entitled to any payment with respect to any share of stock, except that any regular member who resigns from the club during a year shall be entitled to a pro rata refund of dues for that year. A life member who resigns within five years of acquiring the life membership shall also be entitled to a pro rata refund of the life membership dues. Upon dissolution of the Club, its assets shall be distributed pro rata among its members in good standing as of the date of adoption of a plan of liquidation by the Board of Directors, provided, however, that a member who has not been a member in good standing for at least five consecutive years preceding the year of adoption of the plan of liquidation shall have his or her distribution reduced by 20 percent for each year or portion thereof that the member lacks in having five years of consecutive membership. Solely for purpose of distributions of assets under this Article III D., a member in good standing shall mean one whose membership has not lapsed in a manner requiring the member to pay any form of initiation fee for reinstatement.

Article IV

Membership Meetings

1. Annual Meeting. The annual meeting of the members of the Club shall be held in September or October. The date, time, and place of the meeting shall be fixed by the Board of Directors.

2. Special Meetings. Special meetings of the members may be held upon the call of the President or the Board of Directors. Not less than 15 percent of the members may call a special meeting of the members by delivering a written demand to the Board of Directors or to any officer stating the object of the special meeting, which written demand shall be accompanied by signatures of the necessary number of members.

3. Notice of Meetings. The secretary shall give notice of any annual or special meeting of the members no less than 15 days prior to the meeting. Notices of meetings shall be sent by electronic means or via first-class mail to the members' address as reflected in the Club records maintained by the Secretary.

4. Quorum and Voting. Fifteen percent of the members shall constitute a quorum for any meeting of the members. Any matter to be decided by vote of the members shall be decided upon majority vote except as may be required otherwise in these bylaws. Voting may be in person or by proxy. Proxies shall be counted for purposes of determining whether there is a quorum. Voting shall be by voice or show of hands. Any member, however, can demand a vote on any matter by show of hand or secret written ballot.

5. Procedure. All meetings shall be conducted in accordance with the most current version of Roberts Rules of Order.

Article V

Board of Directors

1. Number and Selection of Directors. There shall be nine Directors, who shall serve for terms of two years. Terms of directors shall commence January 1^st following their election. The President, Vice President, Secretary, and Treasurer shall serve as Directors during such time as they hold office. Five other directors shall be elected at large from the membership. The Directors shall be elected by the members at the annual meeting. Should any Director cease being a Director prior to the end of his or her term, the remaining Directors shall choose a replacement, who shall serve out the remainder of the term. No Director holding office at the time these bylaws are approved shall have his or her term shortened, but shall serve until a replacement is elected who will take office January 1^st of the year following the end of the current Director's term. Thereafter, two at-large Directors of shall be elected in even-numbered years and the other three at-large directors elected in odd-numbered years.

2. Duties. The Board of Directors shall be responsible for management and safe operation of the Club and its facilities. The Board shall appoint such committees and shall create such positions within the Club and shall adopt such rules as it determines in its discretion are necessary for carrying out the purposes of the Club and for range safety. The Board shall have no authority to lease real estate from others or purchase, sell, or mortgage real estate without first obtaining the consent of a majority of the members at a regular meeting or a special meeting called for that purpose. The Board of Directors shall have no authority to amend the articles of incorporation or the bylaws.

3. Regular Meetings. Regular meetings of the Board of Directors shall be held the second Tuesday of January, April, July, and October at such time and place as shall be fixed by the Board. Meetings of the Board of Directors may be attended by any member. Any Director who fails to attend may be removed as a Director by the remaining Directors unless such absences are excused by a majority of the other Board members for reasonable cause shown.

4. Special Meetings. Special meetings of the Board of Directors may be held at any time at the call of the President or upon written demand, delivered to the Secretary, by two members of the Board. Notice of special meetings shall be given no less than seven days prior to the date fixed for the meeting. If a special meeting is declared by the President to be an emergency meeting, 24-hour notice shall be required. Notice of special meetings may be given in any manner that is reasonably intended under the circumstances to provide adequate notice to a Director.

5. Quorum and Voting. A majority of the Directors shall constitute a quorum. All matters shall be decided by majority vote of the quorum. Voting by Directors shall be open and the votes of Directors on any matter shall be recorded in the minutes of the meeting in which such vote occurred. All votes concerning membership applications, however, shall be by secret written ballot, and only the count shall be recorded in the minutes of the meeting.

6. Conduct of Meetings. All meetings of the Board of Directors shall be conducted in accordance with procedures adopted by the Board. In the absence of procedures adopted by the Board, the latest version of Roberts Rules of Order shall govern.

7. Written Consent Minutes. Any action that can be taken by Directors at any duly called meeting can, instead, be taken upon written consent if such consent minutes are signed by all the Directors. Written consent minutes shall be effective when signed by the last Director unless a different effective date is specified. Separate consents can be used for each Director so long as all Directors consent to the same action. Written consent minutes shall have the same effect as if the actions stated therein were passed unanimously at a meeting for which proper notice had been given.

8. Removal from Office. A Director may be removed from office by vote of two-thirds of the members present or acting through proxy at the annual meeting or at any special meeting called for that purpose. Any Director threatened with removal from office shall be given at least 15 days prior notice of the basis for his or her removal and of the time and place of the meeting for voting upon removal. The Director shall be permitted to appear at such meeting and to defend against removal.

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10. Executive Committee. The President, Vice President, Secretary, and Treasurer shall serve as an Executive Committee, which shall meet on the second Tuesday of every month that the Board of Directors does not meet. The executive committee shall monitor the management and operations of the Club on behalf of the Board of Directors, shall vote on the admission of new members, and shall have such powers as the Board may grant to it. The Executive Committee shall report regularly to the Board concerning its actions and recommendations and shall notify the Board promptly of anything requiring the immediate attention of the Board. Any Executive Committee member who fails to attend at least 75 percent of the regular monthly meetings in any twelve month period may be removed as an officer of the Club unless such absences are excused by the Board members for reasonable cause shown.

Article VI

Officers

1. Officers. There shall be four officers: a President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may appoint such assistants to the Secretary and Treasurer as the Board deems necessary in its discretion. Officers shall be members in good standing at all times.

2. President. The President shall be the chief executive officer of the Club. The President shall be responsible for overseeing the day-to-day operations of the Club.

3. Vice President. The Vice President shall serve as chief executive officer in the absence of the President. The Vice President shall also serve as an ex officio non-voting member of all Club committees and shall advise the President and the Board of Directors concerning the activities of the various committees.

4. Secretary. The Secretary shall maintain all official records and correspondence of the Club. The Board of Directors may designate where records and correspondence are to be maintained, and all records and correspondence thereby designated shall be maintained there at all times except when removed for purposes of official business, following which they shall be returned as soon as such business need has ended. The Secretary shall be responsible for the proper preparation and forwarding of all reports required of the Club by the National Rifle Association or any other organization. The Secretary shall give notice of all meetings and shall keep proper minutes thereof. All records other than those designated confidential in these bylaws or by action of the Board of Directors shall be open to inspection by members of the Club at such reasonable hours and place as may be convenient to the Secretary. The Secretary shall be responsible for publication of the Club newsletter. The Board of Directors may, from time to time, assign other duties to the Secretary at its discretion.

5. Treasurer. The Treasurer shall be the chief financial officer of the Club. The Treasurer shall have charge of all funds of the Club and shall keep them in such bank or banks or other institutions as may be approved by the Board of Directors. The Board of Directors shall designate those persons who shall have authority to sign checks or other instruments drawn on Club funds. The Treasurer shall present current financial reports to the Board of Directors at their regular meetings. The Treasurer shall present a copy of an annual financial report to the members at the annual meeting. Such report shall be prepared on a fiscal year basis through the end of the month preceding the annual meeting. The Board of Directors may, from time to time, assign other duties to the Treasurer at its discretion.

6. Terms. All officers elected by the members shall serve two-year terms. The President and Secretary shall be elected in even-numbered years. The Vice President and Treasurer shall be elected in odd-numbered years. Terms of office shall commence January 1^st following election. If any officer fails to complete his or her term, the Board of Directors shall elect a replacement to serve out the remainder of the term. No officer holding office when these bylaws are adopted shall have his or her term shortened, but shall serve until a replacement is elected who will take office January 1^st of the year following the end of the current officer's term.

7. Financial Accountability. A certified public accountant shall perform a noncertified audit of the Club's financial records at least once each calendar year and shall present such report to the Board of Directors. The Board of Directors may request a certified audit at any time. The Board of Directors shall provide a bond in a suitable amount as surety for any Club officer, member, employee, or other person charged with handling Club monies (other than small amounts) as determined in the discretion of the Board. The Board of Directors shall determine who shall be permitted to sign checks. No expenditure in excess of $500 shall be made without prior approval of the Board of Directors, provided that the Board may authorize the payment of regularly recurring expenses or other items without prior approval. All expenditures for the prior month of any Club funds shall be reported to the Treasurer within 15 days after the end of a month by the person who makes such expenditure, and shall include delivery of appropriate receipts or other documents associated with the expenditure.

Article VII

Administrative

1. Club Records. Any persons in possession of Club official records by virtue of any position or responsibility entitling them to possess such records shall possess the records only so long as necessary for Club business. When such need no longer exists or the persons cease to hold the position or responsibility entitling them to possession of the records, the records shall be returned within 30 days to any current officer or Director of the Club or to any person designated by the Board of Directors as the physical custodian of official Club records. Failure of an individual to return Club records as required by this Article may be grounds for appropriate disciplinary action by the Board of Directors.

2. Seal. The Club shall have no corporate seal. Whenever the use of a seal is required, the words "No Seal" shall be written in place of the seal.

3. Amendment. Amendments to the bylaws may be introduced by any member at the annual meeting or at a special meeting called for that purpose. Amendments may also be proposed by the Board of Directors. A copy of the proposed amendments must be sent to each member as part of the notice for the meeting at least 15 days prior to the meeting at which the amendments will be voted upon. The affirmative vote of two-thirds of the members present at the meeting is necessary for passage of amendments.