Constitution & By-laws
Rural Sportsmen's Association of Upper Macungie Township, Inc.
Link to printable version of RSA By-Laws, Effective January 23, 2023
Rural Sportsmen's Association of Upper Macungie Township, Inc.
Constitution and By-Laws
1090 Trexlertown Road- rear
Breinigsville, Pennsylvania 18031
Effective: January 23, 2023
ARTICLE I ORGANIZATION
Section A- Name
The Association shall be known by the name; "The Rural Sportsmen's Association of Upper Macungie Township, Inc." For the purposes of designation, it is referred to in these by-laws as the Association.
Section B - Term
The term of this Association shall be perpetual.
Section C -Location
1090 Trexlertown Road - Rear, Breinigsville, Pa. 18031
Section D - Purposes
The Association is organized under Section 501c(7) of the Internal revenue Code, including for such purposes for pleasure, recreation, and other non-profitable purposes, where substantially all of the activities of which are for such purposes and no part of the net earnings of which inures to the benefit of any private shareholder (member).
Additionally, said Association does not discriminate against any person on the basis of race, color, religion, sex or national origin.
1. The purpose of this Association shall be for the protection of game animals, song and insectivorous birds, fish, and also for participation in trap, skeet, and archery shooting.
2. The rigid enforcement of fish and game laws of the Commonwealth of Pennsylvania, and the preservation of our environmental resources.
3 The promotion of good relations between the general public, sportsmen, farmers and landowners.
4. The Social enjoyment of its members.
5. The maintenance of permanent quarters for the transaction of Association business and activities.
6. The Association has a seal which is as follows:
ARTICLE II BOARD OF DIRECTORS, OFFICERS & ELECTIONS
Section A - Board of Directors
The business of this organization shall be managed by a Board of Directors consisting of ten (10) members together with five (5) elected officers of the Association. The Board of Directors shall consist of the following:
President, First Vice President, second Vice President, Secretary, treasurer, Five (5) Board of Governors, three (3) Trustees, and two (2) members appointed as representatives of Fish & Trap & Skeet.
No member of the Board of Directors shall have more than one vote on any motion, proposal or decision.
The Directors to be chosen for the ensuing year shall be chosen at the ANNUAL meeting of this Association and they shall serve terms outlined below.
Section B - Officers
1. The officers of the Association shall consist of a President, First Vice President, Second Vice President, Secretary and Treasurer.
Section C -Boards
2. A Board of Directors consists of Fifteen (15) members. Five (5) Officers, Five (5) Board of Governors, Three (3) Trustees, and Two (2) members appointed for the Fish Committee and Trap and Skeet Committees (one member each).
3. A Board of Trustees consisting of three (3) members.
4. A Board of Governors consisting of five (5) members.
5. An Executive Board consisting of Five (5) elected officers.
Section D- Nominations
Nominations for officers shall be made by a nominating committee to be appointed by the President at the regular meeting each August. The nominating committee shall report at the regular meeting in September the nominees and will then accept further nominations from any member present.
Section E- Elections
Officers shall be elected at the regular meeting in October. The October meeting shall also be considered the ANNUAL meeting of the Corporation (Association).
Upon the showing of their membership card, or research of the membership rolls, each member in good standing in attendance, shall receive a ballot for the election. At no time shall there appear any place on a ballot any mark or marking that might tend to indicate the person casting the ballot nor the candidate to vote for. At no time, on the day of the Associations elections shall there be any electioneering or distribution of lists on Association property.
The President shall immediately, prior to the balloting, appoint a committee of three (3) who shall act as "Inspectors of Election" and who shall at the conclusion of such balloting certify in writing to the chairperson the results. The certified copy shall be physically affixed in the minute book to the minutes of the meeting.
The duly elected officers shall be installed immediately after the election and shall begin their term following the ANNUAL meeting in October of each year.
Section F-Terms
1. Officers: The President, First Vice president, Second Vice President, Secretary, and Treasurer shall be elected for a term of one (1) year.
2. Trustee: One Trustee shall be elected each year for a term of three (3) years.
3. Board of Governors: Three members of the board of governors shall be elected each odd numbered year for a term of two (2) years and two (2) members of the Board shall be elected each year on even numbered years for a term of (2) years. They shall in turn, select a steward.
Section G- Eligibility
To become eligible for office, the candidate must be an active member with a minimum of one (1) year and have attended a minimum of three (3) general membership meetings during the fiscal year prior to nomination for office. No member shall hold more than one elective office. Paid employees are not eligible to hold office.
Section H- Vacancy
In the event of a vacancy in any office, the Board of Directors shall meet and by a majority vote elect a successor to fill the unexpired term. When such vacancy occurs where the elected or appointed Official is in charge of monies or accounts of the Association an internal audit of all funds and properties shall be conducted before they are transferred to the successor.
Section I- Absence
In the event of the absence of any officer at a regular meeting, a member in good standing may be selected to perform their duties of that office in a temporary capacity. Any elected officer who is absent from three (3) successive meetings without due and just cause or who does not fulfill the duties of his office, shall by the majority vote of the members present be removed from office. Just cause shall be determined by the Board of Directors.
ARTICLE III DUTIES
Section A - Board of Directors
The Board of Directors shall be responsible for the activities of all elected officers, appointments and committees and for the management of all business conducted by the Association.
Section B - President
Duties of the President are as follows:
1. Preside at all general membership meetings of the Association.
2. Be Chairperson of the Board of Directors.
3. Appoint all permanent and temporary committees.
4. Call special meetings whenever deemed necessary. If he/she is in receipt of a written request from the majority of officers, he she can call, within two weeks, a special meeting of the Association as requested.
5. Be an "Ex-Officio" member of all committees of the Association.
6. Present at each Annual meeting of the Association an annual report of the Association.
7. See that all books, reports, and certificates as required by law are properly kept or filed.
8. Be one of the officers who may sign the checks or drafts of the Association and have such powers as may be reasonably construed as belonging to the chief executive of any organization.
Section C - First Vice President
The first Vice President shall, in the absence or inability of the President to exercise his/her office, become acting President of the Association with all rights, privileges and powers as if he/she had been duly elected President and preside at any ANNUAL, regular or special meeting.
Section D - Second Vice President
It shall be the duty of the Second Vice President to preside at any ANNUAL, regular or special meeting in the absence of both the President and First Vice President.
Section E - Secretary
It shall be the duty of the Secretary to keep a record of the proceedings of this Association in appropriate minute books and post minutes for members after approval. He/She shall receive and send correspondence, file any certificate required by any statute, federal or state give and serve all notices to members of the organization, be the official custodian of the records and seal of the organization, present to the membership at any meetings any communications which shall be addressed to the Secretary of the Association and perform such duties as may be prescribed by the membership at an ANNUAL, regular or special meeting.
Section F - Treasurer
The Treasurer shall have the care and custody of all monies belonging to the Association, be solely responsible for such monies or securities of the Association and be one of the officers who shall sign checks and drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. It shall be the duty of the Treasurer to receive all funds of the Association and to deposit such funds in a bank designated by the Association. He/She shall disburse such funds as are ordered by the membership. All checks shall be signed by the Treasurer AND one (1) of the following officers: President, First Vice President, Second Vice President or Secretary. The Treasurer shall record the transactions of the Association. Report to the General Membership on a monthly basis. Coordinate with the Association's contracted Certified Public Accountants office in regards to the annual review of the Associations accounts, transactions, assets, etc.
Section G- Executive Board
The Executive Board shall be responsible for handling emergency business and all other matters not specified in this Article, such as reporting on the audit committee. The Executive Board may meet (30) minutes prior to any meeting. Such a meeting shall be called by the President.
Section H - Trustees
The Trustees shall have charge of all real and personal property of the Association; they shall report all damages to same and keep it in good order. They shall immediately take care of all minor damages as required. (Minor damages not to exceed $1000.00).
Section I - Board of Governors
The Board of Governors shall be responsible for the operation of the social quarters. They shall hire and fix compensation of any and all employees, which they in their discretion, may determine to be necessary in the conduct of the business of the Organization. They shall designate the purchase of the necessary liquors, beer, food and miscellaneous articles pertaining to the bar. A member of the board of Governors shall vouch for all immediate repairs when presented for payment at a meeting. It shall be the duty of the Board of Governors to enforce all rules of the Association regarding conduct of members and their guests. The Board of Governors shall have the authority to temporarily suspend any obnoxious member until the next regular or special meeting.
The Board of Governors shall administer the Small Games of Chance and report activities monthly to the general membership. SGOC monies shall be kept separate from the bar operation with a separate cash box or cash register and specific checking account.
ARTICLE IV COMMITTEES
All committees of this Association shall be appointed by the President and their term shall be for a period of one year (or less if terminated by the action of the Board of Directors). The permanent committees shall be as follows:
Section A - Trap and Skeet
The Trap and Skeet Committee shall have charge of the maintenance of the traps and conduct shotgun events at frequent intervals. This committee shall develop a yearly Trap and Skeet budget to be presented to the Board of Directors as well as a five year projection plan of wishes or improvements, etc. The committee will also maintain records of public participation in events. The Trap & Skeet Committee may mentor Junior Shooters and their participation in the shooting sports. The Trap & Skeet Committee shall also maintain & administer the Archery portion as needed.
Section B - Finance
The Finance Committee shall find ways and means of securing funds to carry on the activities of the Association. They shall propose a budget for the fiscal year to be acted upon by the general membership not later than October of each year and have the authority to "audit" the books of any activity of the Association at any time.
Section C - Fish
The Fish Committee shall investigate fish conditions in this vicinity and shall keep in close contact with the local Waterways Conservation Officer. The propagation and stocking of fish will be under their supervision as well as Association fishing events. Fishing events on Association property shall be open to members and their children, grandchildren, and/or children in their legal custody. The committee shall develop a yearly budget to be presented to the Board of Directors as well as a five year projection plan of wishes or improvements, etc.
Section D - Grounds
The Grounds Committee shall have charge of the maintenance of the Association grounds not maintained by any other committee. The planting, pruning, or cutting of trees and shrubbery and the general appearance of the grounds shall be under their supervision. This Committee is responsible to police the grounds. Any problems relating to this shall be reported at a meeting.
Section E- Membership
The President shall appoint three (3) active members to the Membership Committee. The committee will endeavor to increase the membership of this Association and shall ascertain the moral character and general attitude of new applicants for membership in the Association. They shall recommend approval or rejection of the application before club presentation for admittance. The membership committee shall also verify the eligibility of members to run for Officers of the Association. The membership committee shall review requests for Life membership and make recommendations. The membership committee will review Honorary Membership proposals and document the exemplary deed or contribution to the Association. The Committee will make recommendations for new approvals, continuing honorary status or rescission of honorary status for action at the Annual meeting. The committee shall keep accounts between the Association members. Process renewal cards and new member cards. Provide written notice of delinquent members.
Section F - Other
All other Committees which may be appointed by the President shall be under his/her supervision and have their duties assigned by he/she. He/she shall report to the Board of Directors any appointments.
Section G - Coordination
All Committees shall coordinate their activities with each other, especially the Board of Directors. All committees shall report all monies received during the preceding month.
ARTICLE V MEMBERSHIP
Memberships
The Association shall not discriminate against any person on the basis of race color religion, sex or national origin.. Membership in this Association shall be in (3) classes, Active, Honorary and Life.
Section A - Active
Active members shall have the right to vote at all meetings, to hold office and to enjoy all rights and privileges of the Association. Active membership may be attained by any citizen of the United States, 21 years of age or older, who is proposed by an Active member and duly elected to membership, and upon payment of the initial entrance fee which will include the current year's dues. During the annual membership renewal period, Active members shall review for accuracy and update when applicable their personal contact information including home address, phone number and email address if available. All communications to the membership from the Association will be by electronic media which may include email, posting on the Association’s official website or other equivalent digital means.
Section B - Honorary
An Active member may be made an honorary member by unanimous vote at a General Membership meeting. A candidate for Honorary Membership must have contributed something exemplary to the Association. Their status may remain for an indefinite period of time or life. Members of the Armed Forces while on active duty shall be considered Honorary Members and their consecutive years of membership continuing. Honorary Members shall enjoy the same privileges with regard to the use of the club and it facilities as has been accorded Active and Life Members. Honorary members shall be exempt from payment of application fee and dues during their honorary status.
The Board of Directors shall vote at the ANNUAL meeting on the continuation or rescission of the Honorary status, as presented by the Membership Committee. Honorary members shall not be voting members.
Section C - Life
Life Membership can be attained by an active member with a minimum of ten (10) consecutive years membership by paying a $200.00 fee, or $100.00 fee for active members with twenty (20) consecutive or more years of membership. In any event, in order to be eligible for life membership, a member must have provided a service to the Association.
Section D - Investigation
New applicants must be accompanied by a member in good standing. All applications for membership must be presented in writing on a regular Association application card, signed by the applicant and endorsed by the member in good standing. All applications must be accompanied by the application fee applicable at the time. All applications shall be referred to a membership committee of three (3) members appointed by the President. The Membership Committee shall investigate a person applying for membership in this Association as to moral character and general attitude towards the principles of the Association and the laws of the Pennsylvania Fish and Game Commission.
Section E - Procedure
Upon a favorable report to the Membership committee being received, the applicant can immediately be voted for, either collectively or separately, as the members present may desire. (Any member may request a secret ballot). In case of one negative vote being cast, all applicants must be voted for separately. An applicant must receive a minimum of 75% majority vote of approval of the attending members at a regular meeting to become a member. A rejected applicant may resubmit his/her application one year later. A rejected applicant's application fee shall immediately be refunded.
ARTICLE VI CONDUCT
Section A - Property Any important; essential, and/or relevant items and publications which are club property, must not be defaced, damaged, removed or otherwise abused. Permission must be received for any club property to be removed from the premises.
Section B – Misconduct
Any member insisting on using profane language, being loud and boisterous, or conducting himself or herself in any manner unbecoming to a gentleman or lady, and a sportsman or sportswoman, shall be expelled from the premises and shall be subject to whatever penalty the Board of Directors may recommend at the next meeting.
Section C – Violations
When warranted and justified, the Executive Board has the authority to issue warning letters to any member for violation of conduct, rules or policies of the Association. A member receiving a warning letter has the right to appear before the Executive Board to appeal the letter. Removal of a warning letter is at the sole discretion of the Executive Board.
Section D – Guests
Members shall be limited to three (3) guests at a time in the social quarters. A guest must apply for membership after three visits with a member in good standing. Any member shall be liable for the conduct of his/her guest or guests in accordance with Section B Misconduct. Any members’ guest, wishing to partake of the social bar, must be signed in by the member immediately upon entering the bar and have his/her beverages purchased by the member. It shall be the members’ responsibility to inform the Bar server of their guest. Guests may not purchase alcohol or purchase any Small Games of Chance. Certain club activities such as practice or organized trap or skeet shooting are generally open to the public unless otherwise stated.
Section E – Penalty
Violations of sections A, B, or C against any members or employees of this Association shall be suspended immediately by the responsible club officer who will then refer the problem to the Board of Directors for further action. Disposition of the violations will be determined by the Board of Directors. The Board of Directors has the soul authority to establish rules and policies of the Association.
ARTICLE VII DUES
Section A – Life Members
Life members are exempt from payment of dues, except card key or club key fees if applicable
Section B – Active Members
The annual dues for active members shall be directed by the Board of Directors in August of each year, not including any applicable card key or club key fees.
Section C – Honorary Members
Honorary members shall be exempt from payment of dues, except card key or club key fees if applicable.
Section D – Start of new fiscal year
The Association Fiscal Year shall run from November 1 to October 31 of the following year. Renewal Membership/key cards shall be made available for renewal members as of October 1 of each year. New applicants, as of September of each year shall pay the designated fee for the upcoming year and receive a membership/card key for that year.
Section E – Delinquent
Any member not paying his/her dues sixty (60) days after the beginning of the fiscal year, (November 1) shall be notified that he/she is in arrears. After ninety (90) days in arrears he/she shall be dropped from membership.
Section F – Change of Dues/Fees
The motion to change dues and/or fees shall be voted on by the Board of Directors and such motion shall be read at the monthly meetings for three (3) months prior to the final vote. The motion shall also be posted on the Association Bulletin Boards and be included in the Association newsletter, including the date of the final vote.
ARTICLE VIII MEETINGS
Section A – Annual
The ANNUAL meeting of this Association shall be held on the fourth (4th) Monday of October each and every year except if such day be a legal holiday. In that event the Board of Directors shall fix the day, but it shall not be more than two weeks from the date fixed by these by-laws. The Secretary shall make notification to each Active member in good standing at least 30 days in advance via electronic media, which may include email, posting on the Association’s official website or other equivalent digital means, stating the time and place of such annual meeting.
Section B – Regular
Regular monthly meetings of this Association shall be conducted according to Roberts Rules of Orders. General membership meetings shall be held on the Fourth (4th) Monday of each month. Special meetings may be called whenever the President or majority of the Executive Board deem necessary, after reasonable effort to contact all members. At all meetings, except for the election of Officers and Directors, all votes shall be via voice. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
Section C – Special Meetings
Special meetings of this Association may be called by the President when he/she deems it for the best interest of the organization. Notices of such meetings shall be made to the membership via electronic media which may include email, posting on the Association’s official website or other equivalent digital means, at least but not more than seven (7) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted as such meeting, and by whom called, At the request of a majority of the members of the Board of Directors or a majority of general members of the organization, the President shall cause a special meeting to be called. Such request must be via electronic media which may include email, posting on the Association’s official website or other equivalent digital means at least fourteen (14) days before the requested scheduled date. No other business but that specified in the notice may be transacted as such special meeting without the unanimous consent of all those present at such meeting.
Section D – Board of Directors
Board of Directors meetings shall be held on the Wednesday prior to each monthly general membership meeting or one hour prior to the monthly general membership meeting at the discretion of the President. Emergency Board of Director meetings may be called by the President.
Section E – Executive Board
The Executive Board shall meet at the discretion of the President.
Section F – Quorums
1. Board of Directors
A quorum for Board of Directors shall consist of nine (9) members. If a quorum is not available the meeting shall be adjourned. The President or Designee shall attempt to contact all members of the Board of Directors to reschedule the meeting.
2. Executive Board
A quorum for Executive Board members shall consist of four (4) members.
3. Board of Governors
A quorum for the Board of Governors shall consist of three (3) members.
4. Board of Trustees
A quorum for the Board of Trustees shall consist of two (2) members.
5. Regular Meetings
A quorum for the transaction of business at any regular meeting shall consist of eleven (11) members in good standing. If a quorum is not available a lesser number may cause the meeting to be adjourned for a period of not more than one month from the date scheduled by these by-laws. A quorum as set herein shall be required for any adjourned meeting.
ARTICLE IX DISTRIBUTION OF ASSETS UPON DISSOLUTION
It is intended that this Association shall operate as an organization not for profit under Section 501c (proposed) of the Internal Revenue Service Code and that no part of the new earnings shall inure to the benefit of any private shareholder or individual. Should the Association be dissolved, all of the assets remaining after payment of all debts, costs and expenses shall be distributed to similar organizations such as other Associations described in Article I Section D – Purposes, which have qualified under the law. None of the Association’s assets shall be distributed to any member, officer or trustee of this Association. Motion to dissolve must be approved by 75% of members present at the advertised/designated meeting. Notification must be made to all members in good standing of the meeting for discussion and/or action for dissolution of the Association. A quorum is required for any action at such meeting.
ARTICLE X GENERAL
Section A – Order of Business
The order of business at any regular meeting shall be:
1 Roll Call of Officers
2 Reading and Approval of Minutes of the preceding meeting
3 Communications
4 Reports of Committees
5 Report of Officers
6 Unfinished Business
7 New Business
8 Proposals for Memberships
9 Good and welfare of the Association
10 Election of Officers and Members (if applicable)
11 Installation of Officers (Only at October’s meeting)
12 Adjournment
Section B – Monies
All monies including checking accounts , money market and treasury bonds, other than necessary working capital, secured under the jurisdiction of this Association by any person, committee or subsidiary, from whatever source, shall be accounted for by the Treasurer or his/her designate as approved by the Board of Directors.
Section C – Subsidiaries
In order to further the objects of the Association, subsidiary organizations may be formed. Any subsidiary group, which may be formed, will be under the jurisdiction of this Association. However, they may elect their own officers and have their own by-laws, which shall in no way conflict with these by-laws. An auxiliary for women members shall be an allowable subsidiary.
Section D – Property/Assets
No real estate of the Association can be sold unless full membership is notified and read at two (2) meetings prior to voting. This must be approved by a 75% majority vote of members present at a designated regular meeting.
Any property/asset of the Association shall not be disposed of without a 75% vote of the membership in attendance at a general meeting. The General Membership must be notified of any Association asset with a useful value of $1000.00 or more that is to be disposed of. The Association will accept sealed offers from members before offering to the public.
Section E – Liability
1. A trustee and volunteer officer of this Association shall stand in a fiduciary relation to this Association and shall perform their respective duties, including their duties as a member of any committee upon which they may serve, in good faith, in a manner they reasonably believe to be in the best interest of this Association and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing their duties, a trustee or volunteer officer shall be entitled to rely in good faith on information, opinions, reports, or statements and other financial data, in each case prepared or presented by any of the following:
(a) One or more officers or employees of this Association whom the trustee or volunteer officer reasonably believes to be reliable and competent in the matters presented.
(b) Counsel, accountants or other persons as to matters which the trustee or volunteer officer reasonably believes to be competence of such persons.
(c) A committee upon which he/she does not serve duly designated authority, which committee the trustee or volunteer officer reasonably believes to merit confidence. A trustee or volunteer officer shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause their reliance to be unwarranted.
2. In discharging the duties of their respective positions, trustees and volunteer officers may in considering the best interest of this Association, consider the effects of any action upon employees, upon suppliers and customer (members) of this Association and upon the community in which this Association is located, and all other factors shall not constitute a violation of paragraph 1. hereof.
3. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a trustee/volunteer officer or any action taken, or any failure to action shall be in the best interest of this Association.
4. A trustee or volunteer officer of this Association shall not be personally liable for monetary damages as such for any action taken, or any failure to perform to take any action, unless:
(a) The trustee or volunteer officer has breached or failed to perform the duties of his/her office under paragraph 1. hereof-and
(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
5. The Provisions hereof shall not apply to:
(a) The responsibility or liability of a trustee or volunteer officer pursuant to any criminal statute:
(b) The liability of a trustee or volunteer officer for the payment of taxes pursuant to local, state, or federal tax.
6. The Association shall have the power to indemnify its current and former trustees and volunteer officers against expenses reasonably incurred by them in connection with the defense of any action to which they are made parties by reason of being or having been trustees or volunteer officers of this Association, except to the extent not permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which they may be entitled under any by-law, agreement, vote of members or otherwise.
7. Not withstanding any other provisions of these by-laws, the approval of 75% of members in good standing, in attendance at the advertised meeting, shall be required to amend or repeal this section or to adopt any provisions as part of these by-laws which is inconsistent with the purpose of this section.
Section F – Amendments
Any amendments/changes proposed to these by-laws must be presented to each active member via electronic media which may include email, posting on the Association’s official website or other equivalent digital means, at least thirty (30) days prior to a regular meeting at which a vote of two thirds of the members present is required to amend these by-laws. In addition, hard copy postings of all proposed by-law changes will be made on the Association’s bulletin boards. These By-Laws may be altered, amended, repealed or added to by affirmative vote of not less than two thirds of the members present at the designated meeting.
By-Law Revisions: May 18, 2002 – Effective: November 1, 2002
August 28, 2006 – Effective: November 1, 2006
March 26, 2007 – Effective at once.
October 30, 2011 – Effective at once.
February 23, 2015 – Effective at once.
September 28, 2020 – Effective at once.
January 23, 2023 – Effective at once.