Bylaws

BYLAWS of the EL DORADO ROD & GUN CLUB

(Revised November 11, 2005)

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ARTICLE I OBJECTIVES

Section 1.0 The objectives of the E1 Dorado Rod and Gun Club are:

(a) To provide information and education to members and interested citizens
regarding the safe and responsible use of firearms,

(b) To provide a safe controlled environment for the recreational use of firearms.

(c) To promote conservation of fish and wildlife, habitat, and related resources.

ARTICLE II

AUTHORITY

Section 1.0 Authority for these bylaws is derived from the Articles of Incorporation and applicable laws of the State of California. These bylaws are subject to revision by the Board of Directors.

ARTICLE III

MEMBERSHIP

Section 1.0 Any adult citizen of the United States or any alien legally within the United States may become a member of this organization upon payment of such Initiation Fees and Annual Dues as determined from time to time by the Board of Directors.

Section 1.1 types of membership available are annual, 5-year, senior, senior life, life, and meritorious life initiated and approved by the board of directors

Section 2.0 All members of this club agree to abide by the bylaws, Rules and Regulations established by the board of directors.

Section 3.0 The Club membership and fiscal year shall be from January 1 through the following December 31.

Section 4.0 Membership privileges other than voting rights shall be extended to the spouse and minor children, 17 years of age or under, of the member.

Section 5.0 Membership information shall be kept confidential. Members, directors, and officers and appointees' addresses shall not be disseminated and shall be used only for official club business. Each officer, director, and appointee shall have available to them the club roster listing the name and telephone number of each member. Each member shall have available to them the club roster listing all officers, directors and appointee and their phone numbers.

ARTICLE IV

DUES

Section 1.0 The Membership Dues: this is a payment made by an applicant on joining the EL DORADO ROD & GUN CLUB, INC. and varies according to category of membership and upon approval of the Board of Directors.

Section 2.0 Dues are set by the Board of Directors and shall be due and payable within thirty days after the beginning of the calendar year. There shall be a grace period of sixty days to March 1^stafter which the late renewal will be considered a new application and reinstated with a new number.

Section 3.0 Membership cards shall be issued upon payment of dues to new members and shall be considered proof of membership. If you are a renewing member and wish to receive a new membership card you may send with your annual membership dues a self-address, postage paid envelope.

Section 4.0

The EL DORADO ROD & GUN CLUB, INC. reserves the right to change the level of the Fees at any time upon approval of the Board of Directors.

ARTICLE V GENERAL MEMBERSHIP MEETINGS

Section 1.0 Regular club meetings shall be held each month at such time and place as may be determined from time to time by the Board of Directors.

Section 2.0 The minutes of the last Board of Directors meeting shall be read at each general membership meeting unless waived.

Section 3.0 Special Meeting: A Special Meeting of this organization may be held at any time upon the call of the President, upon the call of the Board of Directors, or upon demand in writing stating the objective of the proposed meeting and signed by not less than 20% of the members entitled to vote and submitted to the board. Notice of the time, place, and objective of any Special Meeting shall be given to all of the officers and members in good standing in writing by U.S. Mail and not less than ten (10) days prior to the date for holding each Special Meeting. The Place of each Special Meeting shall be within fifteen (15) miles of the E1 Dorado County seat.

Section 4.0 All members and officers shall conform to Robert’s Rules of Order, during all meetings.

ARTICLE VI

BOARD OF DIRECTORS MEETINGS

Section 1.0 The Officers and Board of Directors shall conduct the regular business of this corporation at meetings to be held at such time and place as may be fixed by the Officers and Board of Directors.

Section 2.0 All board meetings shall conform to “Robert’s Rules of Order”.

Section 3.0 A quorum at any meeting of the Board of Directors shall be one (1) more than 50% of the existing Board of Directors and Officers.

Section 4.0 Special Meetings of the Board of Directors may be held at any time on the call of the President or on demand in writing to the Secretary, by three (3) members of the Board of Directors. Reasonable notice of the time, location, and object of the Special Meeting shall be given to each officer and member of the Board of Directors of each special Meeting. Notice shall be considered reasonable if given by telephone not less than 48 hours prior to the Special Meeting or by 1st class mail not less than seven (7) days before.

Section 5.0 The order of business at such meetings shall be as follows, unless the notice of such meeting provides otherwise:

(a) Call to order.
(b) Announcement of quorum.
(c) Reading, or waiver thereof, and approval of minutes of previous meeting.
(d) Announcements.
(e) Reports of officers.
(f) Report of committees.
(g) Old, or unfinished, business.
(h) New business.

(i) Time and place of the next meeting

(j) Adjournment.

Section 6.0.Except as provided in Article X, Sections 3.0 and 3.1, the meetings of the Board of Directors shall be open to the general membership of the club, however, club members may not participate in the meeting, or be recognized by the president unless said member has been placed on the agenda by either the President or a Director, and may be recognized only for the agendized item.

Section 7.0 Emergency meeting by telephone. Every effort will be made to contact all board members. A voice vote on the issue will be recorded by the president indicating the time and date of the vote.

ARTICLE VII

DIRECTORS

Section 1.0 The corporate powers, business and affairs of the corporation shall be conducted and controlled by the Board of Directors.

Section 2.0 The Board of Directors shall be comprised of 13 members, there shall be three (3) directors elected for a term of three (3) years, by a simple majority vote of those members present, at the December meeting, hereinafter called the Annual Meeting, and four Officers elected annually.

Section 3.0 Any vacancy, occurring on the Board of Directors by reason of death, resignation, or otherwise, except vacancies caused by the removal of the Board of Directors pursuant to the provisions of Section 303 of the California Corporations Code, shall be filled by an appointee, nominated and confirmed by a majority of the remaining Directors, though less than a quorum. Such Director or Officer, so appointed, shall hold office until his or her successor is elected at the next Annual Meeting of members, or at any Special Meeting duly called for that purpose prior thereto. The elected Director will serve out the remaining length of the term.

Section 4.0 Any action required or permitted to be taken by the Board of Directors with approval of the president may be taken without a meeting, if a majority of the Board members consent in writing to such action. Such written consents shall be filed with the minutes of the Board of Directors and such action by written consent shall have the same force and effect as a vote of such directors.

Section 5.0 No expenditure of club funds, with the exception of budgeted items, in excess of two hundred fifty dollars ($250.00) shall be authorized by the Board of Directors until such time as a written proposal has been submitted to the Board for approval. Such proposal shall state the following:

(a) The goals to be accomplished by the expenditure; (b) Steps taken to insure that the proposal is the most cost-effective method of accomplishing the stated goal with three or more bids when feasible.

(c) The proposal shall be incorporated into the official minutes of the meeting.

Section 6.0 The Board of Directors shall appoint such committee chairperson(s) as required insuring the orderly conduct of the organization's activities and programs.

Section 7.0 The Board of Directors shall set forth guidelines for all regular and special functions, events and activities.

Section 8.0 Eligibility: Subject to the exceptions listed in section 9.0, any adult member of record in good standing and who has been a member for at least 12 months prior to the election is eligible to serve as a Director or officer of the corporation.

Section 9.0 Exceptions to eligibility:

(a) No person shall concurrently hold more than one (1) elected office.

ARTICLE VIII

OFFICERS

Section 1.0 The officers of this corporation shall be a president, vice-president, secretary, and treasurer.

Section 2.0 The officers of the corporation shall be elected by a simple majority of those in attendance at the Annual Meeting.

Section 3.0 Eligibility: Subject to the exceptions listed in section 4.0, any adult member in good standing and who has been a member for at least

12 months prior to the election is eligible to serve as an officer of the corporation.

Section 4.0 Exceptions to eligibility

(a) No person shall concurrently hold more than one (1) elected office.

Section 5.0 Officer Vacancy: Any vacancy, occurring of any officer by reason of death, resignation, or otherwise shall be filled by appointment of the Board of Directors of any current member for the remaining of the term

.

ARTICLE IX

DUTIES OF OFFICERS

Section 1.0 President The President shall be the Chief Executive Officer of the corporation and preside at all meetings of the membership and the Board of Directors. He shall be a member of all regular and special committees and shall perform all such duties as usually pertain to that office. He shall have the general charge of the business of the corporation, he shall execute, with the secretary, in the name of the corporation, all deeds, bonds, contracts, grants, and other obligations and instruments, authorized by the Board of Directors to be executed.

Section 1.1 The President shall have a vote at meetings of the board of Directors.

Section 1.2 The President shall be one of the three (3) officers empowered to sign checks and make withdrawals of club funds.

Section 1.3 Prior to vacating office, custody of all club property, records and correspondence of the President shall be transferred to the new President.

Section 2.0 Vice-President The Vice-President shall be vested with all the powers and shall perform all of the duties of the President in cases of the absence or disability of the President, or when requested to do so by the President. The Vice-President shall have a vote at meetings of the board of Directors.

Section 2.1 Prior to vacating office, custody of all club property, records and correspondence of the Vice-President shall be transferred to the new Vice-President.

Section 3.0 Secretary shall keep the minutes of the membership meetings and the Board of Directors meetings. The Secretary shall maintain a membership roster with membership numbers, elected officers and Board of Directors with addresses and telephone numbers. The Secretary shall attend to the receiving and serving of notices of all meetings of the membership and the Board of Directors. The Secretary shall execute, with the President, in the name of the corporation, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of directors to be executed. The Secretary shall present all correspondence to the Board of Directors, receives all membership applications and issue membership cards, send club membership renewal applications to each member annually, and send membership cards to new members. At the designation of the Board of Directors, membership responsibilities may be assigned to a designee. At the end of each year a copy of all minutes and letters shall be archives. The Secretary shall have a vote at meetings of the board of Directors.

Section 3.1 The Secretary shall be one of the three (3) officers empowered to sign checks and make withdrawals of club funds.

Section 3.2 Minutes Secretary, If necessary, will be appointed by the Board of Directors. The Minutes Secretary shall keep the minutes of the membership meetings and the Board of Directors meeting. The Minutes Secretary shall attend to the receiving and serving of notices of all meetings of the membership and the Board of directors. The Minutes Secretary shall present all correspondence to the Board of Directors. At the end of each year a copy of all minutes shall be presented to the secretary. The Minutes Secretary shall not have a vote at meetings of the Board of Directors.

Section 4.0 Treasurer The Treasurer shall have charge of the financial account books of the club and shall maintain such accounts as may be required by the Board of Directors. The Treasurer shall have the responsibility of seeing that all payments authorized by the Board of Directors are made in a timely manner. At the end of each term a financial statement shall be prepared in preparation for audit by the board or its designee. The Treasurer shall have a vote at meetings of the board of Directors.

Section 4.1 The Treasurer shall be one of three (3) officers empowered to sign checks and make withdrawals of club funds.

ARTICLE X REMOVAL

Section 1.0 Any Officer or Director may be removed and his office declared vacant by a majority vote of the Board of Directors upon finding that said officer or Director has been absent for three (3) consecutive Board meetings without an excuse satisfactory to the Board of Directors. A notice shall be sent by registered mail to any such board member before removal may be executed. Any Officer or Director of the club shall be removed if more than six board meetings are missed in a year

Section 2.0 Any member may be suspended or expelled upon the conviction of a felony, or for any act not deemed to be in the best interest of the organization by a majority vote of the Board of Directors.

Section 3.0 Right to Refuse Membership

We reserve the right to refuse your request to become a member for any or no reason. We further reserve the right to terminate your membership at any time in our sole discretion as a quorum of the Board of directors.

Section 4.0 Before the Board of Directors votes to suspend or expel any club member, the Board of Directors shall make a good faith attempt to gather all relevant information necessary, including giving said member an opportunity to address the Board and be heard. After all relevant information has been adduced and the member who is the subject of the motion to suspend or expel has addressed the Board, the Board of Directors shall meet in closed session to discuss, deliberate and reach a decision on the issue.

Section 4.1 No person other than the Members of the Board of Directors or elected Officers shall be present at a closed session of the Board of Directors, as described in Article X Section 3.0. Nor shall any person who is the subject of such a meeting be present during a closed session. The subject of such closed session shall be entitled to a written determination of the findings of the Board of Directors and the basis for said decision will be clearly enumerated.

Section 4.2 The Club may terminate your Membership if you repeatedly or seriously break the EL DORADO ROD & GUN CLUB, INC. Rules

NO WARRANTY

ALL MEMBERS AND THE GENERAL PUBLIC SHOULD UNDERSTAND THAT YOU ARE USING EL DORADO ROD & GUN CLUB, INC. SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. EL DORADO ROD & GUN CLUB, INC. MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE XI

ELECTIONS

Section 1.0 Regular elections for all Officers and Directors shall be held at the Annual meeting in December.

Section 2.0 Notices of upcoming nominations and elections shall be disseminated by the Secretary no later than ninety (90), sixty (60), and thirty (30) days prior to the Annual Meeting. Said notices shall be included in the monthly newsletter.

Section 2.1 Not less than ninety (90) days prior to the Annual Meeting, the Secretary shall

disseminate a notice to each member announcing the opening of nominations for each available office as well as the date, time, and location of the Annual Meeting.

Section 2.2(a) Nominations may be made by any member in good standing.

Section 2.3 Not less than sixty (60) days prior to the Annual Meeting, the Secretary shall disseminate a notice to each member. Said notice shall include the name of each of the nominees for each of the available offices as of that date as well as the date, time, and location of the Annual Meeting. Said notices may be made as a part of the monthly newsletter.

Section 2.4 Not less than thirty (30) days prior to the Annual meeting the Secretary shall disseminated a notice to each member. Said notice shall include the name of each nominee for each available office as well as the date, time, and location of the Annual Meeting.

Section 3.0 Each member of record is entitled to one vote.

Section 4.0 Votes may not be cast by proxy.

Section 5.0 Nominations for each elected position shall open ninety (90) days prior to the Annual Meeting, including the Annual Meeting.

Section 6.0 Ballots shall be distributed to each member in attendance at the Annual Meeting. Membership shall be verified by the official club roster and an accounting of the ballots shall be made to prevent voter fraud.

Section 6.1 No person who is a candidate shall participate in the distribution or collection of ballots or the tallying of votes.

Section 6.2 No person may run for more than one office.

ARTICLE XII

BANKING, ACCOUNTING, & EXPENDITURES

Section 1.0 Payment of all Club obligations must be approved by the Board of Directors.

Section 2.0 Checks to withdraw funds from Club accounts must be signed by two (2) of the three (3) officers empowered to sign and make withdrawals of Club funds. (Treasurer, Membership Secretary, President)

Section 3.0 Club accounts and activities shall be audited at the determination of the
Board of Directors using generally accepted accounting practices.

Section 4.0 Any audit pursuant to section 3.0 shall be conducted by three (3) Club members or an accountant appointed by the Board of Directors.

Article XIII

OTHER

We the EL DORADO ROD & GUN CLUB, INC., Board of Directors reserve the right to:

a) Vary, revoke or add to these Bylaws.

b) Adjust the availability of facilities for the general purpose of cleaning, essential repairs, maintenance of equipment, special functions & holidays.

c) Show potential Members and other individuals the facilities of the EL DORADO ROD & GUN CLUB, INC. and as well as to allow them access to the EL DORADO ROD & GUN CLUB, INC. to use facilities on a trial basis if so approved by the President and/or the Board of Directors.

d) Increase or decrease the level of Fees from time to time. Please note that all of the above rights remain in force at all times.

e) The EL DORADO ROD & GUN CLUB, INC. will Endeavour to provide the best possible service to its members and to deliver the commitments made in its mission statement. However, subject to written notification, the EL DORADO ROD & GUN CLUB, INC.'s Board of Directors the right to amend the Membership Rules in light of changing circumstances and/or to ensure the health and safety of Members.

This revision is reviewed and accepted by the Board of Directors and is executed this Date:

November 11, 2005

Robert Pomeroy, Director	Simon Russell, Director

Robert Howard, Director	John Lustig, Director

William Pease, Director	Rob Charny, President

Douglas Becker, Director	Keith Murray, Vice President

Raymond Engler, Director	Letty Baumgardner, Secretary

Gary Coan, Director	Robert Conover, Treasurer

Robert R.Hancock, Director