Cacoosing Gun Club By-Laws

ARTICLE I
Offices and Fiscal Year

Section 1.01. Registered office. The registered office of the Cacoosing Gun Club, Inc. (the “Club”) in Pennsylvania shall be at such address that is established from time to time by the board of directors; provided that a record of thereof is filed with the Department of State in the manner provided by law.

Section 1.02. Other offices. The Club may also have offices at such other places within or without Pennsylvania as the board of directors may from time to time appoint or the business of the Club may require.

Section 1.03. Fiscal year. The fiscal year of the Club shall end on the last day of December of each year or on such other day as the board of directors may from time to time fix by resolution.

ARTICLE II

Notice – Waivers – Meetings Generally

Section 2.01. Manner of giving notice.

(a) General rule. Whenever written notice is required to be given to any person under the provisions of the Nonprofit Corporation Law or by the articles or these bylaws, it may be given to the person either personally or by sending a copy thereof by first class mail, postage prepaid, or by email to the address of the person being given the notice supplied by the person to the Club for the purpose of notice. If a person has not supplied an email address to the Club for the purpose of notice, such person shall be deemed to have waived notice. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by any other provision of the Nonprofit Corporation Law, the articles or these bylaws.

(b) Adjourned shareholder meetings. When a meeting of shareholders is adjourned for the lack of a quorum and then rescheduled, it shall be necessary to give notice of the rescheduled meeting in the same manner as any other shareholder’s meeting. When a meeting of shareholders is adjourned for any reason other than the lack of a quorum and then rescheduled, it shall not be necessary to give notice of the rescheduled meeting or of the business to be transacted at the rescheduled meeting, other than by announcement at the meeting at which the adjournment is taken, unless the board fixes a new record date for the adjourned meeting.

Section 2.02. Notice of meetings of board of directors. Notice of a regular meeting of the board of directors need not be given. Notice of every special meeting of the board of directors shall be given to each director either personally or by email or by sending a copy thereof by first class mail, postage prepaid, or by email to the address of the director being given the notice supplied by the person to the Club for the purpose of notice. If a director has not supplied an email address to the Club for the purpose of notice, such person shall be deemed to have waived notice. Every such notice shall state the time and place of the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in a notice of the meeting.

Section 2.03. Notice of meetings of shareholders.

(a) General rule. Notice of every meeting of the shareholders shall be given by, or at the direction of, the Secretary to each shareholder of record entitled to vote at the meeting at least:

(1) ten days prior to the day named for a meeting called to consider a matter defined as a fundamental transaction under 15 Pa.C.S. Chapter 19; or

(2) five days prior to the day named for the meeting in any other case.

If the Secretary neglects or refuses to give notice of a meeting, the person or persons calling the meeting may do so. In the case of a special meeting of shareholders, the notice shall specify the general nature of the business to be transacted.

(b) Notice of action by shareholders on bylaws. In the case of any meeting of shareholders that has as one of its purposes action on the bylaws, written notice shall be given to each shareholder that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment or repeal of the bylaws. There shall be included in, or enclosed with, the notice a copy of the proposed amendment or a summary of the changes to be effected thereby.

Section 2.04. Waiver of notice.

(a) Written waiver. Whenever any written notice is required to be given under the provisions of the Nonprofit Corporation Law, the articles or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Except as otherwise required by this subsection, neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting. In the case of a special meeting of shareholders, the waiver of notice shall specify the general nature of the business to be transacted.

(b) Waiver by attendance. Attendance of a person at any meeting shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 2.05. Modification of proposal contained in notice. Whenever the language of a proposed resolution is included in a written notice of a meeting required to be given under the provisions of the Nonprofit Corporation Law or the articles or these bylaws, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose.

Section 2.06. Exception to requirement of notice. Notice or other communications shall not be required to be given to any shareholder with whom the Club has been unable to communicate for more than 24 consecutive months because communications to the shareholder are returned unclaimed or the shareholder has otherwise failed to provide the Club with a current address or email address. Whenever the shareholders provides the Club with a current address, the Club shall commence sending notices and other communications to the shareholder in the same manner as to other shareholders.

Section 2.07. Use of conference telephone and similar equipment. One or more persons may participate in a meeting of the board of directors or the shareholders of the Club by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.

ARTICLE III

Shares and Shareholders

Section 3.01. Number of Shares. There may only be one hundred (100) shares of Club stock outstanding and issued at any one time.

Section 3.02. Qualifications to Become a Shareholder. Any person desiring to become and remain a shareholder shall be a member and must remain a member in good standing. Prior to the issuance of any share to an individual desiring to become a shareholder, he or she shall be approved as a shareholder by the board of directors.

Section 3.03. Place of meeting. All meetings of the shareholders of the Club shall be held at the premises owned by the Club (the “Clubhouse”), unless another place is designated by the board of directors in the notice of the meeting.

Section 3.04. Annual meeting. The annual meeting of the shareholders shall be held during the month of November of each year, unless the board of directors shall otherwise determine and give notice in accordance with Section 2.03. At any such annual meeting the shareholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting. If the annual meeting (or a consent in lieu thereof) shall not have been called and held within six months after the designated time, any shareholder may call the meeting at any time thereafter.

Section 3.05. Special meeting

(a) Call of special meetings. Special meetings of the shareholders may be called at any time by the board of directors or shareholders entitled to cast at least 20% of the votes that all shareholders are entitled to cast at the particular meeting.

(b) Fixing of time for meeting. At any time, upon written request of any person who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than 15 days after the receipt of the request. If the Secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.

Section 3.06. Quorum and Adjournment.

(a) General rule. A meeting of shareholders of the Club duly called shall not be organized for the transaction of business unless a quorum is present. The presence of shareholders entitled to cast at least twenty-five (25%) percent of the votes that all shareholders are entitled to cast on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter.

(b) Withdrawal of a quorum. The shareholders present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

(c) Adjournment for lack of quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as provided in the Nonprofit Corporation Law, adjourn the meeting to such time and place as they may determine.

(d) Adjournments generally. Any meeting at which directors are to be elected shall be adjourned only from day to day until the directors have been elected, and notice of the rescheduled meeting shall be given by telephone or email. Any other regular or special meeting may be adjourned for such period as the shareholders present and entitled to vote shall direct.

(e) Electing directors at adjourned meeting. Those shareholders entitled to vote who attend a meeting called for the election of directors that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of electing directors.

(f) Other action in absence of quorum. Those shareholders entitled to vote who attend a meeting of shareholders that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those shareholders who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.

Section 3.07. Action by shareholders. Except as otherwise provided in the Nonprofit Corporation Law or the articles or these bylaws, whenever any corporate action on a fundamental transaction, as defined under 15 Pa.C.S. Chapter 19, is to be taken by vote of the shareholders of the Club, it shall be authorized by a no less than 75% of the votes cast at a duly organized meeting of shareholders by the holders of shares entitled to vote thereon; j whenever any other corporate action is to be taken by vote of the shareholders of the Club, it shall be authorized by a majority of the votes cast at a duly organized meeting of shareholders by the holders of shares entitled to vote thereon.

Section 3.08. Organization. At every meeting of the shareholders, the President, or in his absence, the Vice President, or a person chosen by vote of the shareholders present, shall act as chairman of the meeting. The Secretary or, in the absence of the Secretary, a person appointed by the chairman of the meeting, shall act as Secretary.

Section 3.09. Voting rights of shareholders. Every shareholder of the Club who is also a member in good standing of the Club shall be entitled to one vote; provided however, that no shareholder shall be entitled to more than one vote, regardless of the number of shares he or she may hold.

Section 3.10. Voting and other action by proxy.

(a) General rule. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another shareholder (who is entitled to vote) to act for the shareholder by proxy, provided, however, that the total number of proxies held by any individual shareholder shall be limited to three.

(b) Minimum requirements for a proxy. Every proxy shall be executed in writing by the shareholder or by the duly authorized attorney-in-fact of the shareholder and filed with the Secretary of the Club. A proxy shall be revocable at will.

Section 3.11. Consent of shareholders in lieu of meeting.

(a) Unanimous written consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting and without prior notice of a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the shareholders who would be entitled to vote at a meeting for such purpose shall be filed with the Secretary of the Club.

(b) Partial written consent. Any action required or permitted to be taken at a meeting of the shareholders or of a class of shareholders who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. The consents shall be filed with the Secretary of the Club. The action shall not become effective until after at least thirty days’ written notice of the action has been given to each shareholder entitled to vote thereon who has not consented thereto.

ARTICLE IV
Board of Directors

Section 4.01. Powers; personal liability.

(a) General rule. Unless otherwise provided by statute, all powers vested by law in the Club shall be exercised by or under the authority of, and the business and affairs of the Club shall be managed under the direction of, the board of directors.

(b) Standard of care; justifiable reliance. A director shall stand in a fiduciary relation to the Club and shall perform his or her duties as a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director reasonably believes to be in the best interests of the Club and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more officers or employees of the Club whom the director reasonably believes to be reliable and competent in the matters presented.

(2) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person.

(3) A committee of the board upon which the director does not serve, duly designated in accordance with law, as to matters within its designated authority, which Committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

(c) Notation of dissent. A director who is present at a meeting of the board of directors, or of a committee of the board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the Secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the Secretary of the Club immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this section shall bar a director from asserting that minutes of the meeting incorrectly omitted his or her dissent if, promptly upon receipt of a copy of such minutes, the director notifies the Secretary, in writing, of the asserted omission or inaccuracy.

(d) The powers of the directors shall include, but not be limited to the authority to establish rules and regulations for the implementation of the bylaws in the operation of the Club, including the use of the Club premises and Clubhouse facilities for both shooting and non-shooting events.

Section 4.02 Number and term of office.

(a) Number. The board of directors shall consist of seven (7) directors.

(b) Term of office. Each director shall hold office commencing on January 1 of each year until the expiration of one (1) year and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

(c) Resignation. Any director may resign at any time upon written notice to the Club. The resignation shall be effective upon receipt thereof by the Club or at such subsequent time as shall be specified in the notice of resignation.

Section 4.03 Qualifications and election of directors.

(a) Qualifications. Each director of the Club shall be a natural person of full age who shall have demonstrated an enthusiasm for the sport of shooting and who shall have demonstrated a full knowledge of safe firearms handling procedures. Each director shall be a member and shareholder in good standing of the Club.

(b) Election of directors. The directors of the Club shall be elected by the shareholders.

Section 4.04. Vacancies. Vacancies in the board of directors may be filled by a majority vote of the remaining members of the board though less than a quorum, or by a sole remaining director, and each person so selected shall be a director to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

Section 4.05. Removal of directors.

(a) Removal by shareholders. All of the directors, or any individual director may be removed from office without assigning any cause by the vote of shareholders. In case anyone or more directors are so removed, new directors may be elected at the same meeting in accordance with the provisions of these Bylaws.

(b) Removal by the board. The board of directors may declare vacant the office of a director who has been judicially declared of unsound mind; or who has been convicted of an offense punishable by imprisonment for a term of more than one year; or who has demonstrated a course of unsafe firearms handing or obstructive behavior; or if, the director does not regularly attend meetings and participate in the business of the board of directors.

(c) Automatic removal. Any director who is no longer a member and shareholder in good standing of the Club shall be deemed to have resigned as a director as of the time he or she was no longer a member and shareholder in good standing.

Section 4.06. Place of meetings. The board of directors shall meet at least two (2) times during the calendar year. Such meetings shall be held at the Clubhouse or such other place as the board of directors shall from time to time designate. Special meetings of the board of directors may be held at such time and place within Berks County, Pennsylvania as the board of directors may from time to time appoint or as may be designated in the notice of the meeting.

Section 4.07. Organization of meetings. At every meeting of the board of directors, the President, or in his absence, the Vice President, or a person chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary, or, in the absence of the Secretary, any person appointed by the chairman of the meeting, shall act as Secretary.

Section 4.08. Quorum of and action by directors.

(a) General rule. At least four (4) directors shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the directors present and voting at a meeting at which a quorum is present shall be the acts of the board of directors.

(b) Action by written consent. Any action required or permitted to be taken at a meeting of the directors may be taken without notice and without a meeting if, prior or subsequent to the action, a consent or consents thereto by all of the directors in office is filed with the Secretary of the Club.

Section 4.09. Compensation. The board of directors shall not receive compensation for their service as directors.

ARTICLE V

Officers and Committees

Section 5.01. Officers generally.

(a) Number, qualifications and designation. The Officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer. The Officers shall also be directors of the Club. Only one office may be held by the same person.

(b) Resignations. Any officer may resign at any time upon written notice to the Club. The resignation shall be effective upon receipt thereof by the Club or at such subsequent time as may be specified in the notice of resignation.

(d) Standard of care. Except as otherwise provided in the articles, an officer shall perform his or her duties as an officer in good faith, in a manner he or she reasonably believes to be in the best interests of the Club and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his or her duties shall not be liable by reason of having been an officer of the Club.

Section 5.02. Election and term of office. The officers of the Club shall be elected annually by the board of directors, and each such officer shall hold office for a term of one year and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

Section 5.03. Removal of officers and agents. Any officer or agent of the Club may be removed by the board of directors with or without cause. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.04. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the board of directors for the unexpired portion of the term.

Section. 5.05. Authority. All officers of the Club, as between themselves and the Club, shall have such authority and perform such duties in the management of the Club as may be provided by or pursuant to resolutions or orders of the board of directors or in the absence of controlling provisions in the resolutions or orders of the board of directors, as may be determined by or pursuant to these bylaws.

Section 5.06. The President. The President shall be the chief executive officer of the Club and, subject to the control of the Board, shall have management and supervision over the Club and exercise general executive powers concerning all the property, business and affairs of the Club. The President shall be charged with carrying out the policies, programs, orders and resolutions adopted or approved by the board of directors, and shall have all powers and perform all duties incident to the office of general manager, and any further powers and duties as from time to time may be prescribed by the board of directors. He or she shall have the power to execute deeds, bonds, mortgages, other contracts, agreements and instruments of the Club. Except as otherwise directed by the board, all other officers shall render reports to him.

Section 5.07. The Vice President. Except as otherwise ordered by the board of directors, the Vice President shall have and exercise such powers and duties as from time to time may be conferred upon him or her by the board of directors or by the President. At the request of the President or in his or her absence or disability, the Vice President shall have and exercise the powers and duties of the President.

Section 5.08. The Secretary. The Secretary shall: (a) keep or cause to be kept at the registered office of the Club an original or duplicate record of the proceedings of the shareholders and the board of directors, and a copy of the Articles of Incorporation and of these bylaws; (b) attend to the giving of notices of the Club as may be required by law or these bylaws; (c) be custodian of the corporate records and of the seal of the Club and see that the seal is affixed to such documents as may be necessary or advisable; (d) have charge of and keep at the registered office of the Club an original or duplicate membership register giving the names of the shareholders and the members and showing their respective addresses and telephone numbers; (e) have charge of the legal affairs of the Club; and (f) have all powers and perform all duties incident to the office of Secretary, and such other powers and duties as may from time to time be prescribed by the board of directors or the President.

Section 5.09. The Treasurer. The Treasurer shall: (a) be custodian of the Club’s contracts, policies, leases, deeds and other indicia of title, and all other business records, tax matters, financial documents and accounting records; (b) see that the lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed; (c) have charge and custody of and be responsible for the corporate funds, securities and investments; (d) receive, endorse for collection and give receipts for checks, notes, obligations, funds and securities of the Club, and deposit monies and other valuable effects in the name and to the credit of the Club, in such depositories as shall be designated by the board of directors; (e) subject to the provisions of these bylaws, cause to be disbursed the funds of the Club by payment in cash or by checks or drafts upon the authorized depositories of the Club, and cause to be taken and preserved proper vouchers for such disbursements; (f) cause to be kept appropriate, complete and accurate books or records of account of all its business and transactions; (g) render to the President and the board of directors when and as required, an account of all his or her transactions as Treasurer, and a report as to the financial position and operations of the Club; (h) shall prepare, on or before the fifteenth (15th) day following the end of a calendar month, a summary financial report for the calendar month just ended; and (i) have all powers and perform all duties incident to the office of Treasurer, and such other powers and duties as may from time to time be prescribed by the board of directors or the President.

Section 5.10. Committees. The board of directors may, from time to time and at any time, create and disband such committees that it may deem necessary or desirable. The board of directors may, from time to time and at any time, appoint persons to such committees, including the chairperson of such committees; and remove persons from the same. Persons appointed to such committees shall be members in good standing.

Section 5.11. Standing committees. The following are the standing committees of the club: Building, Grounds and Equipment; Skeet Shooting; Sporting Clays; and Rifle and Pistol.

Section 5.12. Committees Generally. Individuals shall be appointed to said committees by the Board of Directors. Committee members shall be members of the Club, but need not be shareholders. The board of directors may assign duties to each Committee at any time and form time to time. Each Committee shall elect a Chairperson and render periodic reports of their activities to the board of directors.

Section 5.13. Compensation. The officers and committee members shall not receive compensation for their service as such.

ARTICLE VI

Members

Section 6.01. Members. The members of the Club shall be those individuals who have fully paid their dues as members to the Club for the year at issue. The board of directors may grant certain shooting privileges to members and at any time or from time to time may expand or limit those privileges to the members in the board’s sole discretion without prior notice to the members. Members shall have those shooting privileges as may be granted from time to time by the board of directors, but members shall have no other rights with regard to the Club.

(a) Types of Membership. There shall be three (3) types of membership:

(1) Individual Membership: The holder of an Individual Membership (the “Individual Member”) shall have those shooting privileges and that access set forth herein for the Individual Member only.

(2) Family Membership: The holder of a Family Membership (the “Family Member”) shall have those shooting privileges and that access set forth herein for himself or herself; his or her spouse (or individual living with a member in the same manner as a spouse); his or her children under the age of eighteen (18) years; and his or her grandchildren under the age of eighteen (18) years; provided that the same are in the physical presence of the Family Member.

. (3) Corporate Membership: The board of directors may, at any time and from time to time, create and authorize Corporate Memberships under such terms and conditions as it may determine.

Section 6.02. Number of members. The maximum number of members of the Club shall be that number of persons as may be determined from time to time by the Board of Directors. All members shall have attained at least eighteen (18) years of age at the time they are admitted.

Section 6.03. Annual membership fees. All members shall pay annual dues in an amount determined from time to time by the board of directors. Said dues shall be set in such a manner as to generate sufficient funding to maintain the Club on a sound financial basis, determined in the sole discretion of the board of directors. In the event that a member has not paid said dues by February 15 of the year at issue, said member shall no longer be a member in good standing; and shall be deemed to have voluntarily withdrawn as a member.

Section 6.04. Initiation Fee. If the board of directors shall so determine, all new members shall, as a precondition of membership, pay a nonrefundable initiation fee in an amount determined from time to time by the board of directors.

Section 6.05. Proposal of new members. New members may be accepted in such numbers as may be determined from time to time by the board fo directors. No new member shall be admitted until he or she has paid any requisite initiation fee and annual dues. An individual will become a provisional member upon the acceptance by a representative of the Club of his or her dues and/or initiation fee. An individual shall remain a provisional member for one (1) year from the date of his/her joining. To become a full member, an individual must have demonstrated a knowledge of safe firearms handling and adherence to Club rules and regulations; and the Club must not have received any objection from any shareholder, officer or director to the individual becoming a full member. In the event that such an objection is lodged against a provisional member, the matter shall be reviewed by the board of directors at an executive session, with the provisional member and the objector(s) each being allowed to state their positions; and a determination shall be made by the board of directors as to whether the provisional member will be confirmed as a full member. If he or she is not confirmed as a full member by the board of directors following said executive session, he or she shall be deemed to have resigned his or her membership. Except as stated in this paragraph, a provisional member shall have all the rights of a full member.

Section 6.06. Removal of member. Any individual member shall be automatically terminated as a member for failure to timely pay his or her dues. Any individual member may be terminated as a member at any time for cause. The term “cause” shall mean a continuing pattern of: unsafe firearms handling, disruptive behavior, refusal to help with work projects at the Club or other jobs as may be assigned by the officers of the Club, or any similar matter. Such removal may be immediately effectuated on a temporary basis by the action of any Officer of the Club, but shall not be permanently effective until it is confirmed by a majority of the board of directors at a meeting at which the effected member shall have the right to be heard.

ARTICLE VII

Certificates of Stock, Transfer, Etc.

Section 7.01. Share certificates. Certificates for shares of the Club shall be in such form as approved by the board of directors, and shall state that the Club is incorporated under the laws of Pennsylvania, the name of the person to whom issued, and the number of shares (subject to the provisions of Section 7.02 of this Article) that the certificate represents. The share register or transfer books and blank share certificates shall be kept by the Secretary.

Section 7.02. Issuance. Shares shall be issued only to natural persons. No more than one share of stock shall be issued to anyone individual. Any individual presently holding more than one (1) share of stock may continue to hold such shares subject to the provisions of these Bylaws, including the provisions of Article III, Section 3.07, that regardless of the number of shares held by any individual shareholder, each such shareholder is entitled to only one (1) vote. The share certificates of the Club shall be numbered and registered in the share register or transfer books of the Club as they are issued. They shall be signed by the President or the vice President and by the Secretary or the Treasurer, and shall bear the corporate seal.

Section 7.03. Transfer. Transfers of shares shall be made on the share register or transfer books of the Club upon surrender of the certificate therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing.

Section 7.04. Record holder of shares. The Club shall be entitled to treat the person in whose name any share of the Club stand on the books of the Club as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

Section 7.05. Lost, destroyed or mutilated certificates. The holder of any shares of the Club shall immediately notify the Club of any loss, destruction or mutilation of the certificate therefor, and the board of directors may, in its discretion, cause a new certificate to be issued to such holder, in case of mutilation of the certificate, upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction.

Section 7.06. Restriction on transfer of shares.

(a) General rule. A shareholder shall not sell, transfer or otherwise dispose of the shareholder’s share to anyone without first offering them to the Club by notice in writing to the Secretary of the Club.

(b) Offer upon death of a shareholder. Upon the death of a shareholder, the executor or administrator of the deceased shareholder, as soon as possible thereafter, shall offer the decedent’s share to the Club by notice in writing to the Secretary of the Club.

(c) Offer upon loss of membership. Upon a shareholder losing his or her status as a member in good standing for any cause, including a failure to pay his or her membership dues, he or she shall be deemed to have offered his or her share to the Club.

(d) Setoff and cancellation upon failure to a dues. Upon a shareholder losing his or her status as a member in good standing for a failure to timely pay his or her membership dues, the said unpaid membership dues shall be set off against the purchase price of his or her share for so long as value remains in his or her share (at a value of twenty dollars per share); if the value of the share shall have been consumed by said set off, then he or she shall be deemed to have returned his or her share to the Club for cancellation for no further consideration.

(e) Procedure for acceptance of offer. The Club shall, within a period of 60 days after receipt of the offer specified in subsection (a), (b) or (c) accept the offer at the price set forth in subsection (f). The closing thereon shall be held within sixty (60) days of the acceptance of the offer, at which time the purchase price shall be paid and the shares turned over to the Club.

(f) Price of shares. The price at which shares shall be offered to the Club shall be twenty ($20.00) dollars per share.

(g) Certificate legend. All certificates for shares of this corporation shall have the following legend printed or stamped thereon:

“The shares represented by this certificate may not be sold, assigned, transferred, pledged or otherwise disposed of, except in accordance with the terms and conditions of the bylaws of the Club.”

(h) Status of bylaw. Notwithstanding any other provision of these bylaws or of the Nonprofit Corporation Law, this Article of the bylaws shall constitute a contract among the shareholders of the Club, and shall not be amended without their unanimous consent.

ARTICLE VIII

Indemnification of Directors, Officers and Other Authorized Representatives

Section 8.01. Indemnification. Every director and every officer of the Club and every individual acting as a temporary or assistant range officer on behalf of the Club shall be indemnified by the Club against all expenses and liability, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he or she may be made a party, or in which he or she becomes involved, by reason of his or her being or having been a director, officer or temporary or assistant range officer of the Club, or any settlement thereof, except in such cases wherein the individual is adjudged by a court guilty of willful misconduct or recklessness in the performance of his or her duties, provided however, that such indemnification shall be given in any case wherein the act or failure to act was authorized or later approved by the board of directors. In the event of a settlement, the indemnification herein shall apply only when the board of directors approves such settlement and reimbursement is deemed for the best interest of the Club.

Section 8.02. Willful misconduct. Even in the event that a director, officer or a temporary range officer is adjudged guilty of willful misconduct or recklessness, the board of directors may, in specific cases, apply the foregoing indemnification.

Section 8.03. Derivative actions. In a proceeding brought as a derivative action on behalf of the Club, the above indemnification shall apply only to expenses and counsel fees unless otherwise specifically authorized by the board of directors.

Section 8.04. Non-exclusivity. The foregoing right of indemnification shall be in addition to and non-exclusive of all other rights to which such director or officer may be entitled.

Section 8.05. Employees. The Club may on an individual basis, in specific cases, apply the above indemnification to an employee of the Club.

ARTICLE IX

Tax Qualification Clauses

Section 9.01. Purpose. The purpose of the Club is to foster and engage in such outdoor recreation as skeet, trap, rifle and pistol shooting; to promote the safe handling and proper care of firearms; to preserve and protect natural Pennsylvania wildlife and flora; to foster and engage in hunting, camping, hiking and other lawful outdoor activities and sports; to promote and provide social and athletic recreation for its members and their families and guests; and to carryon any activity lawfully permitted a corporation incorporated under the Pennsylvania Non-Profit Corporation Law of 1972 in the furtherance of the foregoing purposes, provided that no activity not permitted a corporation exempt from Federal Income Tax under Section 501 (c)(7) of the Internal Revenue Code, as amended, shall be undertaken.

Section 9.02. Inurement. No part of the net earnings of the Club shall inure to the benefit of any member, shareholder, officer or director of the Club or any private individual (except that reasonable compensation may be paid for services rendered to or for the Club affecting one or more of its purposes).

Section 9.03. Dissolution. No member, officer or director of the Club or any private individual shall be entitled to share in the distribution of any of the Club assets upon dissolution. Without limitation to the foregoing, no member, officer or director of the Club or any private individual shall be entitled to any share of real estate owned by the Club or the proceeds of the sale thereof. Upon dissolution, all remaining assets shall be distributed to an organization supporting the shooting sports, or to devoted to wildlife preservation, hunting or fishing, for its exempt purpose or purposes; provided however that said organization shall exempt from federal income taxation under Section 501(c)(3) or 501 (c)(7) (or any corresponding section of any future revenue code) of the Internal Revenue Code.

Section 9.04. Status of bylaw. Notwithstanding any other provision of these bylaws or of the Nonprofit Corporation Law, this Article of the bylaws shall not be amended without the unanimous consent of the shareholders of the Club.

ARTICLE X

Miscellaneous

Section 10.01. Corporate Seal. The Club shall have a corporate seal in the form of a circle containing the name of the Club, the year of incorporation and such other details as may be approved by the board of directors.

Section 10.02. Checks. All checks shall be signed by such person or persons as the board of directors or any person authorized by resolution of the board of directors may from time to time designate.

Section 10.03. Contracts. Except as otherwise provided in the Nonprofit corporation Law in the case of transactions that require action by the shareholders, the board of directors may authorize any officer or agent to enter into any contract or to execute or deliver any instrument on behalf of the Club, and such authority may be general or confined to specific instances.

Section 10.04. Deposits. All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositaries as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.

Section 10.05. Corporate records.

(a) Required records. The Club shall keep complete and accurate books and records of account, minutes of the proceedings of the members, shareholders and directors and a share register giving the names and addresses of all shareholders. The share register shall be kept at the Clubhouse. Duplicate copies of the foregoing items shall be kept at the home of the Secretary.

(b) Right of inspection. Every shareholder shall, upon written verified demand stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the reasonable hours, the share register, books and records of account, and records of the proceedings of the members, shareholders and directors and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of the person as a shareholder. In every instance where an attorney or other agent is the person who seeks the right of inspection, the demand shall be accompanied by a verified power of attorney or other writing that authorizes the attorney or other agent to so act on behalf of the shareholder. The demand shall be directed to the Secretary of the Club.

Section 10.08. Financial reports. Each shareholder shall have the right, upon written request to the Treasurer, to receive a copy of the Club’s annual financial statements.

Section 10.09. Access to Club Rifle and Pistol Ranges.

(a) Subject to the limitations set forth in Section 6.01, an Individual Member shall be permitted access to Club rifle and pistol ranges (the “Ranges”), but shall not be permitted to bring any other person to the Ranges, except as otherwise set forth in Section 10.09(d). Subject to the limitations set forth in Section 6.01, a Family Member and his or her spouse (or individual living with a member in the same manner as a spouse); his or her children under the age of eighteen (18) years; and his or her grandchildren under the age of eighteen (18) years shall be permitted access to the Ranges while in the physical presence of the Family Member.

(b) All members using the Ranges shall first have received an orientation about the Club Range Rules from an officer, director or a Range Officer designated by the board.

. (c) Members shall have the Club membership card displayed on their person in a clearly visible manner and any and all times they are using the Ranges.

(d) Members who are volunteers may bring guests to the Ranges to shoot.

(1) “Volunteer” shall mean any member who has performed one hundred (100) or more hours of volunteer service to the Club in any capacity, from administrative to physical work. The board may, at any time and for any reason or no assigned reason, without prior notice revoke an individual’s status as a volunteer.

(2) The guest(s) may only use the Ranges in the physical presence of the volunteer member; and the volunteer member is fully responsible to ensure safe gun handling and adherence to Club rules by his/her guest(s).

(3) Prior to bringing any guest(s) to the Ranges, the volunteer member shall notify any director or officer, in person or by email, of his/her intention to do so and of the date(s) and time(s)s the guest(s) will be on Club premises.

(4) No more than two (2) guests of any one (1) volunteer member may use the Ranges at any one time.

Section 10.10. Non-Members. Shooting fees for non-members may be higher than those for members.

Section 10.11. Automatic weapons. No automatic weapons are permitted to be fired in a fully automatic manner on the Ranges or the Club premises. The term “automatic weapons” refers to any firearm that is capable of discharging more than once upon a single release of the trigger.

Section 10.12. Rapid Fire. No rapid fire is permitted on the Ranges. The term “rapid fire” refers to any manner of shooting that does not involve sufficient time to take careful, deliberate aim between each shot; and sufficient time to be absolutely certain that all discharged bullets will be safely contained within the backstop areas of the Ranges.

Section 10.13. Alcoholic beverages. No malt, vinous, or spirit liquors shall be sold, handled, dispensed or consumed on Club premises except solely on days when no shooting is being conducted, or until after shooting has been concluded.

Section 10.14. Authority To Remove. All persons using Club facilities for clays shooting, rifle or pistol shooting, or for any other purpose shall behave with decorum; demonstrate safe firearms handling at all times; and shall not create a disruption to others. Club officers and directors are authorized and directed to ask individuals, including members, to immediately leave Club premises without prior notice if they fail to meet said standards. Repeated non-compliance or any resistance to requests to leave by Club officers or directors will result in permanent expulsion; and, for members, termination of membership.

Section 10.15. Amendment of bylaws. Except as otherwise specifically set forth in these bylaws, these bylaws may be amended or repealed, or new bylaws may be adopted, either (i) by vote of the shareholders at any duly organized annual or special meeting of shareholders, or (ii) with respect to those matters that are not by statute committed expressly to the shareholders and regardless of whether the shareholders have previously adopted or approved the bylaw being amended or repealed, by vote of a majority of the board of directors of the Club in office at any regular or special meeting of directors. Any change in these bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.