ARTICLE I Name, Offices and Mission
- Name. The name of this Corporation is SAFARI CLUB INTERNATIONAL ROYAL NORDIC CHAPTER (hereinafter the “Corporation”).
- Offices. The principal address of the Corporation shall be the address of the President or the Secretary.
- Organization. As a duly chartered chapter of Safari Club International, the Corporation shall confirm to such practices, policies and procedures as Safari Club International may from time to time prescribe.
- Mission. The Corporation will:
- participate in legislative, judicial, regulatory, public relations or other advocacy activities, including humanitarian activities that demonstrate the constructive role of hunters in society, in order to protect the freedom to hunt and to advocate hunting and hunters;
- engage and participate in projects that educate the public about the constructive role of hunting and hunters in society, which may include the granting of scholarships to Safari Club International and the SCI Foundation educational programs and for other purposes;
- engage and participate in projects for the conservation of wildlife, on either a local, regional, national or international scale, including wildlife research, wildlife management and other projects that assist in the collection and dissemination of information on wildlife populations;
- provide a channel for organized efforts to promote a public understanding and acceptance of sport hunting as an effective tool for wildlife conservation and management;
- participate and associate with other clubs throughout the world that share common goals, beliefs, and purposes; and
- make a financial contribution to Safari Club International or the SCI Foundation, as established by resolution of the Executive Committee or Board of Directors, as required by and beyond the contribution required by Safari Club International, for the purpose of supporting its mission activities.
ARTICLE II Membership
- Members. The Corporation shall maintain an active membership of not less than twenty-five (25) members, exercising continuing effort to increase the membership. No individual or corporate member shall be eligible for membership in the Corporation unless such member shall also be a member of Safari Club International. The classes or categories of membership shall be consistent with the classes and categories of membership adopted by Safari Club International from time to time. A member of the Corporation may not be a life member unless the member is also a life member of Safari Club International.
- Fees. Initiation fees, dues, and special assessments for membership in the Corporation shall be determined by the Annual Meeting of Members and collected and distributed pursuant to bylaws, rules and regulations adopted by Safari Club International from time to time.
- Suspended or Revoked Members. The Corporation shall honor and carry out, insofar as possible, all sanctions issued by Safari Club International to members. The Corporation shall have no further dealings whatsoever with a member whose Safari Club International membership has been revoked pursuant to its bylaws. In like manner, the Corporation shall also have no dealings whatsoever with a member whose Safari Club International membership has been suspended pursuant to its bylaws during the period of suspension. The term “no dealings” includes, without limitation, allowing such a suspended or terminated member to: be a member of the Corporation; to hold office in the Corporation; to advertise or sell goods and services, either directly or indirectly, at a Corporation function or activity; or to sponsor, donate or otherwise participate in Corporation functions and activities, either directly or indirectly.
- Annual Meeting of Members. An annual meeting of members shall be held each year not later than the month of June at a date, time and place to be determined by the Board, to elect President, Board members, Nominating Committee, and Auditors, and to transact such other business as may properly come before the meeting. All such meetings shall be open to all members in good standing. Considering the great geographical distances, every second Annual Meeting can be held by digital means.
- Special Meetings of Members. Special meetings of the members may be called by the President, or by one-fourth (1/4) of the Board, or by a petition of one-third (1/3) of the members, at a date, time and place to be determined by the Board.
- Notice of Meetings. Written notice of the date, time and place of each meeting of the members shall be given to each member by the person or persons calling the meeting not more than sixty (60) days nor less than seven (7) days before such meeting. Such notice need not specify the purposes of the meeting and may be given by any reasonable means. Notice of any meeting shall be considered given if emailed, mailed, sent by Cardskipper, or otherwise sent or delivered in writing to the member at his or her email or residential address specified in the records of the Corporation.
- Voting. At any meeting of the members, every member entitled to vote may vote in person or by proxy. Each member shall have one vote. Except as otherwise required , all matters shall be determined by a majority of the votes cast.
ARTICLE III Board and Committees
- Powers. The Board shall have general charge of the affairs, property and assets of the Corporation. It shall be the duty of the Board to carry out the aims and purposes of the Corporation and, to this end, to manage and control all of its property and assets.
- Qualification. To be eligible as a Board member, a person must have been a member in good standing of the Corporation and Safari Club International for at least one (1) consecutive year prior to the date of the election.
- Number. With the exception of the Board acting within the first year of operations, the number of Board members shall be no less than five (5) and no more than nine (9). The number of Board members may be increased or decreased by a majority vote of the Annual Meeting of Members
- Term. The President shall hold office for a term of one year and until his or her successor is duly elected and qualifies. Each Board member shall hold office for a term of two years and until his or her successor is duly elected and qualifies. Each term shall begin as of end of the Annual Meeting of Members at which the President/member is elected to the Board and shall end as of the end of the Annual Meeting of Members at which the President’s/member’s successor is duly elected and qualifies. Half the number of Board members is elected at each Annual Meeting of Members. All member countries shall be represented in the Board.
- Nomination and Election of Board Members. Succeeding President and Board Members shall be elected by the members at the Annual Meeting of Members. The Annual Meeting of Members will appoint a nominating committee consisting of three (3) members, not more than one (1) from each member country. The Nominating Committee will be responsible for collecting nominees from the members, checking the qualifications of all nominees, and developing a slate of candidates for the upcoming election. Each member shall hold office for a term of two years and until his or her successor is duly elected and qualifies.
- Nomination and Election of Auditors. The Annual Meeting of Members will appoint two (2) Auditors, not more than one (1) from each member country. Each Auditor shall hold office for a term of two years and until his or her successor is duly elected and qualifies.
- Resignation. Any Board member may resign at any time by giving written notice of such resignation to the Board.
- Vacancies. Any vacancy in the Board, including a vacancy created by an increase in the number of directors, may be filled by a majority vote of the Annual Meeting of Members. Any Board member so elected shall hold office until the next Annual Meeting of Members. In the event of the simultaneous death or resignation of all of the Board members or in the event of the death or resignation of the sole remaining Board member, members to fill all the vacancies shall be elected by the members at a special meeting called by any member for such purpose.
- Annual Meeting of the Board. The annual meeting of the Board shall be held not later than the second month following the Annual Meeting of Members each year at such time and location as specified by the Chair, or in the absence of action by the Chair, as set forth in the notice given with respect to such meeting. At the Annual Meeting of the Board, the members shall elect the new officers for all officer positions and transact such other business as may be properly brought before the meeting.
- Regular Meetings. The Board may provide by resolution the date, time and place for the holding of regular meetings, other than the annual meeting of the Board, without other notice than such resolution.
- Notices of Meetings. Written notice of the date, time and place of each meeting of the Board shall be given to each Board member by the President or the person or persons calling the meeting not more than sixty (60) days nor less than seven (7) days before such meeting. Such notice need not specify the purposes of the meeting and may be given by any reasonable means. Notice of any meeting shall be considered given if emailed, mailed or otherwise sent or delivered in writing to the director at his or her email or residential address specified in the records of the Corporation.
- Conduct of Meetings. Unless otherwise prohibited by resolution of the Board, meetings of the Board may be held by means of conference telephone or similar communications equipment that allows all persons participating in the meeting to hear each other. Participation in such a meeting shall constitute presence in person at such meeting.
- Chair. At all meetings of the Board, the President, or in his or her absence the Vice President, or in their absence a chairman chosen by a majority of the Board members present, shall preside.
- Quorum. At all meetings of the Board, a majority of the directors in office immediately preceding the meeting shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one (1) or more Board members. A quorum may be presumed unless the issue of a lack of a quorum is raised on a point of order immediately after the Chair has called the meeting to order.
- Action by Board Members Without a Meeting. Any action required or permitted to be taken at a meeting of the Board or of any committee thereof may be taken without a meeting if the action so taken, is delegated to the Board member. Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the Board or Committee members of the Corporation at a duly convened meeting. The writing or writings evidencing such action taken without a meeting shall be filed with the Secretary of the Corporation and inserted in the permanent records relating to meetings of the directors.
- Committees of the Board. The Board may, from time to time, create an executive committee of the Board and other committees of the Board as it deems necessary. The Board may delegate to any such committee any of the authority of the Board. Each such committee shall serve at the pleasure of the Board, and shall be subject to the control and direction of the Board; provided however that any third party shall not be adversely affected by relying upon any act by any such committee within the authority delegated to it. Each such committee shall act by not less than a majority of the whole authorized number of its members.
- Voting. At any meeting of the Board members, every member entitled to vote may vote in person. Each Board member shall have one vote. Except as otherwise required, all matters shall be determined by a majority of the votes cast.
- Proxies. An appointment of a proxy must be executed by the President. A proxy is valid during the specific meeting only, unless by resolution of the Board. A member can hold not more than three (3) proxies at the same meeting.
- Compensation. Board members shall not receive any stated salary for their services, but by resolution of the Board reimbursement of expenses may be allowed for, e.g., travel expenses.
ARTICLE IV Officers
- Number. The officers of the Corporation shall, at a minimum, include a President, Vice President, Secretary and Treasurer. The Board, in its discretion, may also choose one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board deems necessary – wheras the President is always elected by the Annual Member of Members.
- President. The President shall preside at all meetings of the Board. The President shall, subject to the control of the Board, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President and the Treasurer shall, as so authorized by the Board, execute all bonds, mortgages, contracts and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board or the President. The President also shall perform such other duties and have such other powers as from time to time may be assigned to him or her by these Bylaws or by the Board.
- Vice President. At the request of the President or in his or her absence or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board from time to time may prescribe. If there is no Vice President, the Board shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
- Secretary. The Secretary shall attend all meetings of the Board and record all the proceedings at the meetings to be kept for that purpose. The like duties for the committees shall be performed by the Committee. The Secretary shall give, or cause to be given, notice of all meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he or she shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the Board, and if there is no Assistant Secretary, then the President may choose another officer to cause such notice to be given. The Secretary shall see that all protocols and other documents and records required to be kept or filed are properly kept or filed, as the case may be.
- Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at its regular meetings or when the Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.
- Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board, the President or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.
- Assistant Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board, the President or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.
- Other Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.
- Compensation. Officers shall not receive any stated salary for their services, but by resolution of the Board may be reimbursed for reasonable expenses incurred on behalf of the Corporation. The Board members may be reimbursed reasonable expenses for attendance at meetings. The Board shall have the power in its discretion to contract for and to pay to officers rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of the services. Any payments made to an officer of the Corporation for any purpose shall be in accordance with the Corporation’s policy governing conflicts of interest.
- 10. Reimbursement by Officers. Any payments made to an officer of the Corporation, shall be reimbursed by such officer of the Corporation to the full extent of such disallowance.
ARTICLE V Agents and Representatives
The Board may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.
ARTICLE VI Contracts
The Board may authorize any officer, employee, or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; provided, however, that unless authorized by the Board, no officer, employee, or agent shall have any power or authority to bind the Corporation by any contract.
ARTICLE VII Conflict of Interest
The Board shall adopt a policy regarding transactions between the Corporation and interested persons, including but not limited to the sale, lease or exchange of property to or from interested persons and the Corporation, the lending or borrowing of monies to or from interested persons by the Corporation or the payment of compensation by the Corporation for services provided by interested persons. For the purposes of this Article, “interested person” means any director, officer, or member of a committee with board delegated powers, or any person in a position to exercise substantial influence over the affairs of the Corporation, who has a direct or indirect financial interest.
ARTICLE VIII Advisory Committees
- Appointment of Committees. The Board may create one or more advisory committees. Each such committee may consist of any number of persons who the Board deems appropriate to serve on such committee, provided that at least one director shall be a member of and shall chair such committee. The Board at any time may appoint additional members thereto. The members of any such committee shall serve at the pleasure of the Board. Such advisory committees shall advise with and aid the officers and directors of the Corporation in all matters designated by the Board. Each such committee may, subject to the approval of the Board, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.
- Committee Changes. The Board, with or without cause, may dissolve any committee or remove any member thereof at any time. The Board shall also have the power to fill vacancies in any committee.
- Compensation. The members of any advisory committee shall not receive any stated salary for their services, but by resolution of the Board reimbursement of expenses may be allowed for attendance at each meeting of the Board and each meeting of the committee. The Board shall have the power in its discretion to contract for and to pay to any member of an advisory committee rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of the services.
The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.
- Contributions. Contributions may be made to this Corporation by organizations and individuals. The Board may accept on behalf of the Corporation any contribution for the general purposes of the Corporation or for any specific purpose consistent with the purposes of the Corporation. A separate accounting may, by resolution of the Board, be kept of all funds received and designated by the donor for a specific purpose. The Board may reject any contribution not consistent with the Corporation’s purposes.
- Records. The directors shall establish such permanent record of each contribution as may be necessary to make a memorial thereof and to substantiate tax records of the corporation. A permanent record shall be kept of all transactions of funds received and spent by the corporation.
Prohibition Against Private Inurement
- Net Earnings. No Board member, officer, employee of the Corporation, member of a committee of the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit of the Corporation, except that the Corporation can pay reasonable compensation for services rendered.
- Dissolution. No Board member, officer, employee of the Corporation, member of a committee of the Corporation, or any other private individual shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.
ARTICLE XII Amendments
These Bylaws may be repealed or amended or new Bylaws may be adopted by a vote of twothirds of the Annual Meeting of members present. Whenever any amendment of any Bylaw is adopted, amended, or repealed, it must be copied into the Bylaws of the organization and published on the Corporation’s web site within sixty (60) days of such adoption, amendment or repeal.
CERTIFICATE OF ADOPTION
The undersigned Secretary does hereby certify that the foregoing Bylaws were adopted by the Board of SAFARI CLUB INTERNATIONAL ROYAL NORDIC CHAPTER as of August 14, 2021.
By: Anders Eriksson, Secretary