BYLAWS OF THE
MINNEAPOLIS GUN CLUB
(AMENDED JUNE 4, 2007)
ARTICLE I – NAME
The name of the corporation shall be The Minneapolis Gun Club, Inc., hereinafter referred to as the “MGC.”
ARTICLE II – LOCATION
II-a The clubhouse and range facilities of MGC are located at 20006 Judicial Rd. Prior Lake, MN 55372.
II-b Records and financial statements shall be secured at the organization’s place of business, and its registered agents. These documents include, but are not limited to, the Articles of Incorporation, By-laws, accounting records, minutes of shareholder meetings, minutes of Board of Director meetings, Conditional Use Permit, and special committees having authority to act for the corporation.
ARTICLE III – PURPOSE
III-a The purpose of MGC is to provide a well-designed facility promoting all shotgun sports including Trap, Skeet, and Sporting Clays.
III-b In addition, MGC shall periodically organize and facilitate formal shooting events in order to encourage the development of marksmanship, safety, and general good fellowship.
ARTICLE IV – MEMBERSHIP
IV-a Membership is open to any legal resident of the United States who is at least eighteen (18) years old at the time his or her application, and is willing to abide by the provisions of Article VII. In addition, the applicant must be legally capable of possessing and using firearms.
IV-b All applications are initially processed by MGC’s Operations Manager, who ensures the appropriate dues, assessments, and initiation fees are collected. The Operations Manager also provides a monthly report to the Treasurer detailing all membership transactions including renewals. MGC’s Operations Manager will maintain a list of current members, and arrange for secure storage.
IV-c Membership classifications:
1. Regular Member: Original applicants whose dues and assessments are current.
- Associate Member: An associate member includes any person whose parent, guardian, husband or wife is a regular member in good standing. Those associate members less than eighteen (18) years of age or who are full time students up to the age of twenty-five (25) can enjoy the facility providing they have successfully completed a firearm safety course, and/or are supervised by a parent or guardian.
- Honorary Member: An honorary member is a regular or associate member who, in the view of the Board of Directors, has for many years made significant contributions to the vitality and success of MGC.
Any regular member can nominate an individual for honorary member status by submitting a proposal in writing to MGC’s Secretary.
IV-d Dues, Fees, Assessments and Donations:
The Board of Directors determines the annual Regular membership dues and fees.
- On occasion, a special assessment may be necessary in order to insure MGC’s continuance. In these circumstances, the Board of Directors shall, without a shareholder vote, determine the level of need and establish an assessment amount.
- Dues and assessments shall be payable by January 1st of each year. Any regular member who has not submitted his or her renewal by February 1st will be assessed a late fee. If the member has not renewed his or her membership by March 1st, they will be dropped from MGC’s roster. Members can renew their membership after March 1st, but will be assessed a reinstatement fee.
- The Treasurer shall advise members of their obligation in writing prior to December 1st of each year. The normal membership year is January 1st through December 31st.
ARTICLE V – BOARD OF DIRECTORS
V-a Composition: The Board of Directors, hereafter referred to as “The Board,” shall consist of thirteen elected members. The Board elects the office of President, Vice-President, Secretary, and Treasurer from this group.
V-b Authority: The Board shall govern and be responsible for the management, business affairs, and property of MGC. The Board shall fill the positions of elected and appointed officers and Board members as stipulated in these bylaws, and generally, shall have the full power to, or require to be done, everything necessary and expedient for the promotion, protection, and the welfare of MGC.
V-c Voting: Any Board member may request items of business to be put on the agenda of any meeting. Each member of the Board shall be entitled to one vote on motions before the Board. A simple majority is required for a motion to be adopted.
V-d Board Qualifications: Any individual who has been a regular member of MGC for the last three consecutive years, and is a shareholder can be considered for a Board position. Interested individuals should tender their request to the Vice President (chair of the nomination committee), at least thirty days prior to the annual shareholder meeting. The election of Board members will be held at the annual shareholders meeting.
V-e Tenure: All Board positions are three-year terms. However, in order to insure continuity, approximately one third of the Board is elected each year. Given the total number of Board positions is not divisible by three, the sequence shall follow a four, four and five pattern. Officer positions, as outlined in Article VI-b, follow a two-year cycle.
V-f Resignation: A Board member may resign at any time by providing the President written notification. The president will nominate a candidate or candidates to fill any Board vacancies. The candidate(s) will be elected by two-thirds vote of the entire board (quorum rules do not apply). The newly appointed Board member does not begin a new three year term, but completes the term of the individual replaced.
V-g Quorum: The Board may not conduct the business of MGC unless seven (7) of its thirteen members are present, with the exception noted in paragraph V-f above.
V-h Dismissal: A director may be removed by two-thirds (2/3) vote of the remaining Board membership. Such action is taken when a Board member’s behavior has been disruptive to the harmony of the club. In addition, a Board member shall be considered for dismissal if they do not attend a minimum of six (6) scheduled meetings in the period March through November.
V-i Meeting Schedule: Regular Board meetings shall be held each month from March through November. The President can call special meetings between December and February. The Board’s June meeting shall immediately follow the annual shareholder meeting. Any member of the Board can declare a special meeting or agenda item with written notification to the President. The President provides each Board member with an agenda ten (10) days prior to any regular meeting.
V-j Nominating Committee: MGC’s Vice-President shall chair the nomination committee. In addition to the vice-president, the committee shall consist of one Board member and four shareholders appointed by the President. The function of this committee is to provide the shareholders with a slate of qualified candidates for Board positions.
ARTICLE VI – OFFICERS
VI-a The President, Vice-President, Secretary, and Treasurer shall be the named officers of MGC.
VI-b The Board shall elect two (2) officers to a two (2) year term at their first meeting following the annual shareholder meeting. The President and Secretary shall be elected in odd numbered years; while the Vice-President and Treasurer shall be elected in even numbered years.
VI-c All MGC officers should have both a communal and pecuniary interest in the continuance of MGC. It is therefore mandatory that all officers own at least one share of MGC stock.
VI-d The Board shall fill vacancies that occur between annual shareholder meetings. The newly elected Board member will not serve a new term, but completes the replaced members commitment. All new Board members elected between annual shareholder meetings are seated per the parameters described in paragraph V-f with the exception of President. MGC’s Vice-President will automatically assume the duties of President should that office become vacant.
VI-e Officer Duties and Responsibilities:
- The President shall be the chief executive officer of MGC, and, as such, determines that all orders and resolutions of the Board are implemented.
- The president shall be responsible for the duties and responsibilities assigned to the clubs Operations Manager.
- With the approval of the Board, shall sign and deliver in the name of the corporation those mortgages, bonds and deeds pertaining to the operation of the corporation.
- The President shall approve all performance evaluations completed by the Operations manager, and determine the appropriate level of compensation for those employees.
- The President shall suspend MGC’s Operations Manager for conduct considered unlawful or inappropriate with the counsel of at least two (2) Board members. The circumstances are reviewed with the entire Board before any action is finalized.
- Chairs MGC’s newsletter committee.
- The past President shall serve a one-year term as a non-voting Board member.
- 2. Vice President
- By request, absence, or disability of the President the Vice- President shall perform the duties of the President.
- The Vice President is responsible for monitoring MGC’s various shooting committees. This includes insuring the committees are staffed, and they are communicating with each other.
- The Vice President shall chair a committee of shareholders charged with the responsibility of identifying Board candidates.
- 3. Secretary
- The Secretary is responsible for documenting all Board and shareholder meetings. In addition, he or she shall periodically review with the Board the minutes generated by MGC’s various committees.
- Serves as the organizations archivist concerning all official MGC documents.
- Responsible for maintaining an accurate database of MGC shares held by owners and the treasury.
- 4. Treasurer
- The Treasurer functions as the organization’s chief financial analyst.
- The treasurer reports to the Board monthly MGC’s profit and loss position.
- Chairs the organization’s capital improvement committee.
- Reports the corporations’ financial position at the annual shareholder meeting.
- Analyzes for Board review the monthly shooting reports submitted by the trap, skeet, and sporting clays committees.
ARTICLE VII – SHAREHOLDERS
VII-a Minneapolis Gun Club, Inc. (MGC) is a corporation owned by the registered owners of issued and outstanding one hundred dollars ($100.00) par value shares of stock.
VII-b Purchasing Shares: Shares may be offered for sale from time to time by the Board in such amounts and for money or other property as the Board may determine. Any such offerings are not intended for financial gain, but rather as financial support in the current and future operation of MGC. Any member may purchase stock for one hundred dollars ($100.00) per share by making payment to MGC’s Operations manager. MGC’s Secretary will then issue a certificate for the shares purchased.
VII-c Transfer of Shares: Shareholders may transfer, but not sell, ownership of their shares by giving the MGC’s Operations Manager their original stock certificate and the name of the new shareholder. MGC’s Secretary will then cancel the existing certificate and issue a new certificate in the name of the new registered owner.
VII-d Restrictions on the Sale of Shares: Any shareholder in this corporation desiring to sell his or her stock must, before doing so, give the corporation thirty (30) days notice in writing of his or her intention to sell said stock. During the thirty (30) day period the corporation is given the option to purchase said stock. The purchase price at which the corporation may purchase said stock shall be its market value. If the corporation fails to purchase the stock within the thirty (30) days, the shareholder may sell the stock to anyone desiring to purchase it.
VII-e Value of Shares: Unless and until the corporation goes into final dissolution the market value of all shares of stock shall be $100.00 (one hundred) per share. The shares have never been sold as an investment for financial gain. The shareholders, as owners of the corporation, have always elected to operate MGC, as long as permitted to do so, for the sole purpose of providing its members and guests with an attractive shooting facility at the lowest possible price. No attempt is made to operate MGC at above a break even level and therefore no one can expect to have any financial return on his or her investment.
Their return is simply having a quality place to shoot trap, skeet, and other shotgun target sports for as long as possible at its current location or any possible future location should the shareholders decide to relocate.
Should the Board determine that it is no longer possible to operate MGC for its stated purpose at its current location or any other possible location, it will recommend that the shareholders vote to dissolve and liquidate the corporation. If so authorized by a two-thirds (2/3) majority of the shareholders, the Board will immediately commence an orderly liquidation of all assets while attempting to preserve as much value as possible. In determining whether a two-thirds (2/3) majority exists all registered owners who do not vote in person or by proxy will be deemed to have voted for dissolution. When all assets are liquidated and all obligations are satisfied, any remaining value will be distributed by the Board to all registered shareholders on a pro rata basis according to the number of shares owned.
VII-f Voting Shares: Voting is done on the basis of shares. That is, each shareholder votes his or her total shares owned. Shareholders may vote via proxy mailed to MGC’s Secretary or in person at the annual shareholder meeting. Shares not voted by proxy or in person, shall be voted by the Board.
VII-g Quorum: The annual shareholder meeting has a quorum when one-third (1/3) of the corporation’s outstanding shares are present.
ARTICLE VIII- EMPLOYEES
VIII-a Employees of MGC may not contract bills without the authorization of at least one Board member who has check signing authority.
VIII-b MGC’s Operations Manager shall create position descriptions for each worker category. Further, these position descriptions along with accompanying compensation must be approved by the Board.
VIII-c The President is responsible for negotiating the Operations Manager’s contract. The document will detail the Operations manager duties and responsibilities. The contract becomes effective with review and approval of the Board.
VIII-d The President prepares annually a performance review on MGC’s Operations Manager. The performance review is developed with the Board’s counsel.
VIII-e The Operations Manager shall conduct performance reviews on all employees with tenure greater than six months. Beyond the initial six months, performance reviews are conducted annually.
VIII-f The Board may, at the corporation’s expense, require an employee be bonded to the level of monies they control.
ARTICLE IX – DISPUTE RESOLUTION
IX-a Any individual shall have his or her membership rights and privileges terminated upon the determination by the Board that the member has:
- Demonstrated behavior contrary to the principles and purposes of MGC.
- Violated MGC rules regarding the use, operation, and maintenance of the facility.
- Committed an act, which will reflect negatively upon MGC and its members.
IX-b No termination vote can occur until the individual is given details of the charges in writing. That detailing must occur at least fifteen (15) days prior to the Board considering the circumstances of the case. The member shall be asked to attend the Board meeting in order to accord them a full hearing. The member shall be notified of the Board’s decision within ten (10) days.
ARTICLE X – AMENDMENTS
X-a Amendments are approved by the Board, and ratified by a simple majority vote at the annual shareholders meeting.
X-b Any Regular member in good standing may introduce amendments by submitting his or her proposal in writing to MGC’s Secretary. The member will be notified of the outcome within fifteen days (15) of the Board’s decision.