Constitution and By-Laws

ARTICLE I – NAME

The name of this Club shall be Highland Sportsman Club.

ARTICLE II – OBJECTIVE

This Club is organized to:

(a) Promote the enjoyment of hunting and fishing.

(b) Stimulate interest in the conservation of our natural resources.

(d) Encourage involvement in shooting sports and youth activities.

ARTICLE III – MEMBERSHIP

3.1. Total Membership

Membership shall not exceed 150 active members except as provided in Section 3.6 of Article III.

3.2. Member Age and Citizenship

Any citizen of the United States who is 18 years of age or older may become an active member of the Club.

3.3. Applications

Membership applications must be sponsored by three active or senior or legacy senior members of the Club and approved by two-thirds (2/3) of the active or senior or legacy senior members present at any regular or special meeting. The initiation fee must be submitted with the application and will be refunded if the application is not accepted. Accepted applications pay a pro-rated portion of annual dues based on the month following their approval for membership.

3.4. Membership Classes

There shall be six (6) classes of membership:

(a) Active – Active members of the Club shall be charter members and those persons elected to membership as herein provided in Section 3 of Article III whose annual dues are paid in full and without any outstanding fees or penalties.

(b) Senior – Any active member of the Club having reached the age of 65 and having been a member in good standing for a minimum of Fifteen (15) years may request to become a senior member. Senior members will pay one half the yearly dues and shall be entitled to all rights and privileges of the Club entitled to active members. Senior members shall not count towards the membership limit.

(c) Inactive – Any member who enters active duty of the Armed Forces of the United States shall be placed on an interactive list of members beginning on the first day of his active duty and continuing until three (3) months after he is separated from active duty. During such time as the member is on the inactive membership list, he shall not be required to pay dues, with dues becoming payable when he returns to the active membership list shall be pro-rated according to the months left in the year he returns. While on active duty, he may participate in any Club activities and shall pay any fees charged for events.

(d) Honorary – There shall be no limit on Honorary members, with this type membership being bestowed by approval of the Board of Directors and general membership vote. Honorary members shall be included in all Club activities, but shall have no voting rights or membership hunting privileges, and will not be counted in the number of members that comprise the membership limit. Honorary members do not pay dues.

(e) Out of Town – Any active member who moves beyond a One Hundred (100) mile radius of the Club property may opt to remain in the Club as an Out-of-Town member. During such time, the member will pay one-half the yearly dues, and may take advantage of all Club facilities and activities with the sole exception of participating in Club voting. Should he return to within the One Hundred mile radius, he must be reinstated as an Active member, with dues pro-rated according to the months remaining during the year he returns.

(f) Legacy Senior – Any active member of the Club having reached senior status on or before December 31, 2021. Legacy Senior members will pay no dues and shall be entitled to all rights and privileges of the Club entitled to active members. Legacy Senior members shall not count towards the membership limit.

3.5. Dues

The yearly dues of each member shall be Three Hundred Dollars ($300.00) payable on January 1, becoming delinquent after January 31, of each year. Any member who fails to pay dues before February 1 each year will automatically be fined Twenty Dollars ($20.00) per month for each delinquent month. Delinquent members may be subject to termination of Club membership at the April meeting.

3.6. Sons of Members

No regulation or bylaw adopted by this Club for the purpose of limiting total membership shall preclude the son of any Active or Senior or Legacy Senior member from being voted into membership provided his initial application is approved as herein provided in Article III. (See Club Rules Section 2.2) Sons are defined as biological, by legal marriage, or descendent of a member identified in these articles.

3.7. Initiation Fees and Debentures

(a) Each member shall pay a non-refundable initiation fee of Three Hundred Dollars ($300.00) before the new member is entitled to any rights and privileges of membership.

(b) The debentures issued to members prior to March 1, 1994, shall retain their certificate certifying membership and rights in the Corporation, which said certificate shall be non-transferable and shall terminate upon the death of the holder thereof, except such member shall remain on the active membership list until the end of the calendar year of his death. Each certificate shall expressly state that the holder thereof is entitled to no dividends or profits of the Corporation and that upon the withdrawal, expulsion, or death of the member, or upon dissolution of the Corporation, and shall surrender of such certificate to the Corporation, the holder thereof shall be entitled to a refund of the amount paid for such certificate of membership, which said amount shall be stated on the face of the certificate, less any delinquent dues.

ARTICLE IV – MEETINGS

4.1. Regular Meetings

Regular meetings of the Club shall be held monthly at the Club property or at a place deemed suitable by the Board of Directors.

4.2. Special Meetings

A special meeting of the Club may be called by the Board of Directors provided not less than ten (10) days notice of such a special meeting shall be given to each member. A meeting notice shall be sent to each member.

4.3. Rule of Order

All meetings shall be conducted according to Roberts Rules of Order.

4.4. Guests

No person not a member of the Club shall be present at a meeting of the Club unless he has the invitation of a member, who must be present.

4.5. Floor Motions

Any active or senior or legacy senior member can make a motion at a regular Club meeting, and if such motion is duly seconded and approved by secret membership vote, such motion shall be enforced as part of the management of the Club provided it does not conflict with any other provision of these Bylaws.

ARTICLE V – QUORUM

5.1. Regular Meeting

At the membership meetings, not less than Twenty-five percent (25%) of the active members of the Club shall constitute a quorum. A majority vote of those members entitled to vote, present at any such meeting, shall prevail.

5.2. Board Meeting

At the meetings of the Board of Directors, two-thirds (2/3) of the members of the Board shall constitute a quorum and a majority vote of the Directors present or via electronic means at any such meeting shall prevail.

ARTICLE VII – MANAGEMENT

6.1. Board Responsibilities

The management of the Club shall be vested in a President, Vice-President, Secretary, Treasurer, Sergeant at Arms, and a Board of Directors, which shall consist of these five officers and four other members totaling nine (9).

6.2. Fiscal Year

The Club’s financial year will be from January 1 to December 31 of each year.

6.3. Audit Committee

The President shall appoint an Auditing Committee consisting of one member of the Board of Directors and two Club members to audit the Treasurer’s books.

6.4. Audit Committee Appointment

The Auditing Committee will be appointed no later than November 1 of each year, and the completion of the audit will be no later than two weeks before the annual election.

6.5. Directed Audits

The Board of Directors may direct an audit of the books anytime they deem necessary. Members may direct an audit per Section 4.5 above.

6.5. Communications

Club related communications will be by electronic means (i.e., general email and or the Highland Hog newsletter). If electronic communication is not possible, U. S. Mail or direct deliver to the last known street address or contact through the last known telephone number will be attempted.

ARTICLE VII – OFFICERS AND ELECTIONS

7.1. Directors

The Board of Directors of this Club shall consist of nine active or senior or legacy senior members including the President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms. At the first regular meeting of each year there shall be elected one-third (1/3) of the Board of Directors to hold office for three (3) years. Elections of officers will be held at the first meeting of each year.

7.2. Officers

The President, Vice-President, Secretary, Treasurer and Sergeant-at-Arms shall be elected from the Board of Directors by a vote of the active and senior and legacy senior members present at the first meeting of the year and hold office for one year or until their successors are elected and qualify.

7.3. Consecutive Presidential Terms

The term of the President shall be limited to two (2) consecutive terms.

7.4. Consecutive Directors’ Terms

A member of the Board of Directors shall be limited to two (2) consecutive elected terms of three (3) years each.

ARTICLE VIII – DUTIES OF OFFICERS

8.1. Board of Directors and Disposal of Property

The Board of Directors shall have the power to manage all the affairs of the Club on any and all questions relating in any manner whatsoever thereto, except matters passed under Article IV Section 4.5, and to make contracts necessary for the proper transaction of all business. The Board of Directors cannot dispose of the property known as Camp Tsatanuga. The property boundaries cannot be changed and the natural resources cannot be sold, disturbed or altered in any manner without the approval of the membership.

8.2. Rule Making

It shall be the duty of said Board of Directors to prescribe and publish annually rules regulating any Club activities and use of Club property.

8.3. Board Meeting Report

At the regular meeting of the Club, the Board of Directors shall make a full report covering all of its proceedings, actions and recommendations since the last regular meeting.

8.4. Filling Board Vacancies

The Board of Directors shall fill any vacancy among the Officers or Directors by a vote of the majority of those present at the meeting of such Board, such appointment will be until the next general election.

8.5. Director Absence

Any member of the Board of Directors who shall be absent from three (3) consecutive meetings of the Board, unless he shall offer at the next meeting an excuse for his absence which is satisfactory to the President and accepted by the Board of Directors, shall be deemed to have resigned.

8. 6. Director’s Powers

The Board of Directors shall have the following specific powers:

(a) To appoint delegates to the different associations of which this Club may be a member, or for the purpose of conferring with any association or Club respecting any matter in which this Club may be concerned.

(b) To prescribe rules for the admission of non-members to the activities of the Club.

(d) To make, alter and amend the rules for the Club, and fix and enforce penalties for the violations of such rules.

(e) To prescribe additional duties for each of the officers, in addition to those herein set forth.

8.7. President’s Duties

The President shall preside at all meetings of the Club and Board of Directors and enforce all laws and regulations of the Club. The President shall, with the Secretary, sign all written contracts and written obligations of the Club.

The President is authorized to expend, for the benefit of the members, an amount not to exceed Five Hundred Dollars ($500.00). He shall perform other such duties as shall be assigned to him by the Board of Directors.

8.8. Vice-President’s Duties

In the absence of the President, his duties shall be performed by the Vice-President. In the event of death or disability of the President, the Vice-President shall act as President until the Board of Directors fills the office. He shall perform other such duties as shall be assigned to him by the Board of Directors.

8.9. Secretary’s Duties

The Secretary shall keep the minutes and other official reports of the Club. He shall conduct the official correspondence of the Club. He shall keep all records, books, documents and papers relating to the Club, except such as shall be in the possession of the Treasurer or otherwise directed by the Board of Directors, in such a place as shall be designated by the Board of Directors. He shall perform such other duties as assigned to him by the Board of Directors.

8.10. Treasurer’s Duties

The Treasurer shall have charge of, and keep account of, all monies and valuables in the name of, and to the credit of the Club, in such bank or depositories as the Board of Directors shall designate. He shall pay the accounts of the Club by check or electronic transfer of funds. No expenditures of the Club’s funds, or obligation thereof, in excess of Fifty Dollars ($50.00) shall be made without the approval of the Board of Directors except matters passed under Article IV, Section 5. He shall perform such other duties as shall be assigned to him by the Board of Directors.

8.11. Sergeant at Arms Duties

The Sergeant at Arms shall enforce the instructions of the presiding officers to ensure only authorized members or guests attend meetings, to ensure orderly conduct, and is in charge of distributing, collecting and tabulating balloting where secret balloting is required. He shall perform such other duties as shall be assigned to him by the Board of Directors.

ARTICLE IX – EXPULSION

9.1. Voting

Members are bound by Club rules and state and federal felony laws and wildlife regulations. Any member in violation of above may be expelled from the Club by two-thirds (2/3) majority vote, by secret ballot, of the members present at a duly authorized meeting of the members.

9.2. Board Presentation

Any expulsion action must be presented to the Board of Directors. The member in question must be given thirty (30) days written notice of action and reason. All members must be given written notice at least thirty (30) days prior to presentation at a duly authorized meeting for final action on expulsion proceedings.

9.3. Expulsion for Cause

If the Board determines a member’s conduct is in violation of the rules and policies of the Club, and that after investigation determines such membership be expelled, the Board shall recommend such action to the full membership as set forth above. Written notice to the member, and to all Club members, shall be given as set forth above, and a vote on expulsion shall be in accordance with the provisions stated above.

ARTICLE X – AMENDMENTS

10.1. Amendments

The Bylaws of the Club may be changed or revised in whole or part by a two-thirds (2/3) vote of the entire Board of Directors, subject to approval by a majority vote of a quorum of the membership at a called or regular Club meeting. The members of the Club shall be notified by the Secretary of any proposed change in the Bylaws at least thirty (30) days prior to the meeting. The notice shall contain the Bylaw as written and the proposed change.

ARTICLE XI – DISSOLUTION

Voting Requirements

The Board of Directors by an affirmative, unanimous vote by all members of the Board of Directors may recommend to the membership at a regular or special meeting called according to Article IV the dissolution of the Club.

Such recommendation must be approved by Eighty-five percent (85%) of all Club members entitled to vote, by person or proxy. Upon approval of dissolution, the President and Board of Directors shall dissolve the Club according to Tennessee State law.

11.2. Monetary Disbursements

In the event of dissolution of this Club, as provided in Article XI, Section 1, all monies remaining in the treasury of the Club, after the sale of all the Club assets, shall be used for payment of just Club debts. Reimbursement of all membership claims and debentures shall be disbursed complying with the Club Charter and the laws of the State of Tennessee.

An Organization Dedicated to Conservation, Education and Fellowship