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ARTICLE 1 - NAME

SECTION 1. - The name of this organization, incorporated under the laws of the State of Michigan, shall be known as the Ottawa Sportsmens Club of the U. P., Inc. (OSC). The OSC was formed and registered as a Non-Profit Corporation with the Michigan Corporation and Securities Bureau.

ARTICLE 2 - PURPOSE

• The purpose of this club shall be:

• To further and advance the quality of the environment and promote conservation of our natural resources.

• To perpetuate and conserve fish, wildlife, mineral, air, water, forest, and land resources.

• To encourage multiple use of our forest and land resources.

• To promote conservation education programs.

• To protect and defend the right of our citizens to own, keep and bear arms.

ARTICLE 3 - MEMBERSHIP

SECTION 1. - All new members must be sponsored by a club member, subject to the approval or a majority of the Board of Directors.

Husband, wife and children under 18 years of age are considered to be one membership. Only one vote per membership will be allowed.

Members reaching 18 years of age will have their initiation fee waived if their dues are paid by January 1 following their birthday. If they do not join at this time, they will have to pursue their membership status through the normal process.

SECTION 2. - A new member is to pay $35.00 of which $10.00 is an initiation fee, and $25.00 is for annual membership dues.

SECTION 3. - Life members of the two merged clubs presently on the roster are declared Paid-up Lifetime Members, with all membership privileges, including publications furnished by the Club. Any member attaining the age of 65 with 30 years membership in good standing, and any member attaining the age of 70 with 25 years in good standing, will automatically receive Paid-up Lifetime Membership status.

SECTION 4. - Any member who fails to pay their dues or assessments by April 1, will have their membership terminated.

SECTION 5. - Any member convicted of any game law violation can have their voting rights suspended for one year upon the vote of the membership.

SECTION 6. - Members shall endeavor to conduct themselves at all times in a manner befitting a good sportsman.

ARTICLE 4 - CALENDAR

The calendar year of this Club shall begin with the 1st of January each year and end on the 31st day of December of that year.

ARTICLE 5 - DUTIES OF OFFICERS

SECTION 1. - Executive officers shall be elected for a period of one year at the December meeting, and the term of office shall begin January 1. A nine person Board of Directors will be elected by the membership on a three (3) year rotating term basis. The retiring Chair (President) will automatically fill a three (3) year term on the Board of Directors.

SECTION 2. - Any vacancy of office shall be filled by nomination and election at the first meeting after the time the vacancy occurs.

SECTION 3. - PRESIDENT. It shall be the duty of the President to preside at all meeting of the club, enforce the provisions of this Constitution, and appoint committees, not otherwise provided for. The President shall be a member ex-officio of all committees.

SECTION 4. - VICE PRESIDENT. Shall assist the President in discharge of duties and perform the duties of President in his/her absence, death, incapacity or resignation. In the event there is an absence of both President and Vice-President at a regular meeting, the Past President will conduct the meeting, and in the event of his absence, a member of the Board of Directors will serve as Chairperson Pro Tern.

SECTION 5. - SECRETARY. Shall keep records of the Proceedings of the Club, conduct the correspondence, read all documents and correspondence to the Club and keep them on file for future reference. The Secretary shall also keep a record of all property of this Club.

SECTION 6. - TREASURER. Shall keep full and accurate accounts of all receipts and disbursements and deposit all money, checks and other obligations to the credit of the OSC in such depository or depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation only in accordance with due authorization of the Board of Directors. All checks shall be countersigned by two officers. The Treasurer shall make a complete annual statement for the past fiscal year at the annual meeting of the Corporation (which annual statement shall, on determination of the Board of Directors, be verified by a committee, to be selected by the Board of Directors). In addition, the Treasurer shall perform all other duties incident to the office of Treasurer subject to the control of the Board of Directors. As the Board of Directors may determine, the Treasurer shall prepare and submit financial reports. The Treasurer and Secretary shall be bonded in the amount of $25,000. Each with the bonding fee to be paid by the OSC.

SECTION 7. - MEMBERSHIP SECRETARY. Shall be appointed by the President. The Membership Secretary shall keep an accurate record of membership, send annual dues notices to members, and furnish completed membership cards to members in good standing. The Membership Secretary shall also furnish membership additions and deletions to the Michigan United Conservation Clubs.

SECTION 8. - SERGEANT-AT-ARMS. Shall introduce new members and visitors and assist the President in preserving order when called upon to do so.

SECTION 9. - All officers elected must be in continuous good membership standing for one (1) year. If an officer misses four (4) consecutive board and membership meetings combined without an excuse being presented to the President within this time, he/she shall automatically be suspended from office and the office declared vacant.

ARTICLE 6 - CLUB REPRESENTATION

No individual member or group of members shall state views as being those of the Club without official authorization by the membership or the President.

ARTICLE 7 - OFFICER/DIRECTOR INDEMNIFICATION

Every director and every officer of the Corporation shall be indemnified by the Corporation to the full extent permitted by law against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon them in connection with any proceeding to which they may be a party, or in which they may become involved, by reason of their being or having been a director or officer of the Corporation, whether or not as director or officer at the time such expenses are incurred, except where prohibited by law. Provided that in the event of any claim for reimbursement or indemnification hereunder based upon a settlement by the director or officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board of Directors (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the Corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled.

ARTICLE 8 - GENERAL

SECTION 1. - This organization shall not, at any time, or under any circumstances, contribute any more than $100. (one hundred dollars) in Club funds or goods purchased with Club funds to any organization, group, or individual until after review by the appropriate committee and/or the Board of Directors. If recommended by that body, the recommendation must be brought to a vote of the general membership in attendance at a regular monthly membership meeting, where the members have already been notified.

SECTION 2. - All expenditures by the Board of Directors exceeding $350. monthly shall be approved by the general membership at a regular meeting.

SECTION 3. - Any amendment or addition to the Articles of Incorporation or By-laws of this organization must first be referred to the Board of Directors for study. If recommended by that body, it must be brought to a vote of the membership at a meeting where the members have already been notified.

A 2/3 majority vote of the members present is required to change the Articles of Incorporation and By-laws of this organization.

When properly approved by the membership, every member shall receive a working copy of the Articles of Incorporation and By-laws.

ARTICLE 9 - MEETINGS

SECTION 1. - Board of Director meetings shall be held on the last Monday of each month. A quorum of at least five (5) Board Members must be present to conduct business.

SECTION 2. - Regular membership meetings shall be held on the first Monday of each month. A quorum of at least ten (10) members must be present to conduct business.

SECTION 3. - All meetings will be conducted using the Roberts Rules of Order.

ARTICLE 10 - LIMITATION OF AUTHORITY

SECTION 1. - To the extent permitted by law, a volunteer director shall not be personally liable to the Corporation or its members for monetary damages for breach of the Directors fiduciary duty.

SECTION 2. - The Corporation assumes all liability to any person other than the Corporation or its members for all acts or omissions of a volunteer director occurring after January 1,1988.

ARTICLE 11 - DISSOLUTION

In the event of dissolution of the Club, any assets remaining after satisfaction of all liabilities against the organization, shall be turned over to a non profit organization or organizations having similar objectives.

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AS AMENDED SEPTEMBER 02, 2002