OKLAHOMA FALCONERS ASSOCIATION, INC.
AMENDED AND RESTATED BYLAWS
1 June, 2019
Red Text denotes changes
1. In order to improve, aid, and encourage competency in the art of and practice of falconry among interested persons, we do hereby associate ourselves as an Oklahoma non-profit association electing 501(c)7 tax status, to be known as the Oklahoma Falconers Association, Inc. (the “Association”).
2. The Association's purpose is to: (1) facilitate and disseminate communication and information among and to Members; (2) promote the conservation of raptors, hunting habitat, and game; (3) seek and promote laws and regulations that facilitate the proper practice of falconry, and the special hunting seasons required for falconry; and, (4) establish and promote traditions that will aid, perpetuate, and further the welfare of falconry and the raptors falconry employs.
3. Any interested Oklahoma resident falconer properly licensed by the authorities may become a member of the Association. Upon application to the Board of Directors of the Association, non-resident licensed falconers may be non-voting members of the Association. All members are encouraged, but not required, to be members of the North American Falconers Association.
ARTICLE I: ORGANIZATIONAL AUTHORITY AND RESPONSIBILITY
Section 1. Authority for the operation and management of the Association shall rest ultimately in the Membership. This authority normally shall be exercised by delegation, through the Bylaws, to a Board of Directors, which shall consist of elected representatives of the Membership, and which also shall be the policy making body of the Association, in conformity with the Bylaws. The Board may delegate authority for operation and management of the Association to the President who shall also function as presiding officer of the Board of Directors.
Section 2. Individual Officers shall be responsible both to the Board and to the Association membership.
Section 3. The Bylaws shall provide for exercise of final authority by the Membership by prescribing procedures for Membership Meetings. The Bylaws shall provide further for mandatory submission of any matter to the Membership for vote in response to actions of a “Committee of the Whole” at Membership Meetings, or to requests from a representative number or percentage of the Members. Such matters shall include, but not be limited to removal of Officers, proposed amendments to the Constitution and Bylaws, and dissolution of the Association.
ARTICLE II: MEMBERSHIP AND DUES
Section 1. Admission to Membership. Applicants for Membership shall, prior to acceptance, tender current annual dues to the Treasurer of the Association under Section 3, b below. The application shall include the applicant’s mailing address, phone number, and email address, which shall be used for all purposes.
Section 2. Duration of Membership. Upon timely payment of annual dues, Membership shall extend from calendar year to calendar year without interruption, unless otherwise terminated in accordance with these Bylaws. Unless otherwise stated in these Bylaws, Members shall be entitled to all rights and privileges of the Association, including the right to vote, and to hold office.
Section 3. Honorary Membership. Any voting member in good standing may become an honorary member subject to the provisions of these bylaws. Honorary Membership shall be awarded by the Board of Directors. Honorary Membership shall not exceed two living members at any one time. Honorary members shall be entitled to all rights and privileges of the Association, including the right to vote, and to hold office. All references to “Members” contained in these bylaws shall include such Honorary Members. Honorary Memberships shall continue for the life of the Member.
Section 3. Dues.
a. Annual dues for Membership shall be established in amounts recommended by the Board and approved by a majority vote of the Membership as prescribed for amending the Association’s Bylaws.
b. Dues shall be payable to the Treasurer, at the time of submission of application for Membership, or, in case of renewals, between January 1st and March 15th annually.
c. Dues shall not be apportionable for any part of a calendar year, either upon admission to or termination of Membership.
d. Honorary Members shall be exempt from payment of dues.
Section 4. Mailing Address. It shall be the responsibility of each Member to maintain a current mailing address, phone number, and email address (if available) on file with the Association.
Section 5. Termination or Suspension of Membership.
a. Resignation or death of the Member may terminate membership.
b. Membership will terminate automatically if not renewed by payment of the required annual dues by March 15th annually. Readmission to Membership shall be as prescribed in these Bylaws.
c. Membership may be suspended or terminated by the Board if, by vote of two thirds of the Membership, such Member has violated the Bylaws, rules, or regulations of the Association, or if, by vote of two thirds of the Membership, such Member’s status, activities, or motives are prejudicial to the best interests of the Association. Such suspension or termination shall be imposed only by an affirmative two thirds vote of the Membership, provided that a statement of the grounds for such action shall be sent by email and by certified mail, postage prepaid, to such Member at his address on file with the Association at least 30 days before suspension or termination action is taken by the Board ,and provided further that such statement shall advise the Member of the scheduled date of Membership action and that he may, prior to that date, submit to the Board for its consideration any matters in explanation, defense, extenuation, or mitigation. Actions by the Membership regarding suspension or termination shall be final. While in a suspended status, a Member shall not vote or hold office.
ARTICLE III: DIRECTORS, OFFICERS, AND COMMITTEES
Section 1. The Board of Directors of the Association comprise a (1) President, (2) President-Elect (3) Vice President, (4) Secretary, (5) Treasurer, (collectively, the “Board”) approved by a majority vote of the Membership. Each Member may vote for the Officers. The Board may appoint other officers, to provide for the efficient execution, administration, and fiscal management of the Association.
Section 2. The President and/or the Board may appoint such standing or ad hoc committees, as considered necessary for the proper functioning of the Association.
Section 3. No officer or member of a committee of this Association shall receive compensation of any kind from Association funds or assets for services rendered, except for payment of legitimate expenses as approved by the Board.
ARTICLE IV. OFFICERS
Section 1 Qualifications, Terms, and Appointments.
a. The five (5) Officers of the Association shall be Members of good standing and shall be elected by majority vote of the entire Membership.
b. The term of an Officer shall be two (2) years, except the President-Elect, who shall succeed to the Association Presidency upon expiration of the term of the President.
c. There shall be no appointments, approval of appointments, or removal of any officers unless there are three (3) officers properly in office.
Section 2. Responsibility and Authority of the Board.
a. Authority. The Board shall have full control and supervision of the affairs of the Association, and shall have full authority to make rules and regulations for the administration of the Association, consistent with the Bylaws, and shall be responsible to the Membership for the effective and efficient operation of the Association.
b. Contracts. In addition to the general powers conferred, the Board shall control and manage all funds and property of the Association, including the appropriation and disbursement of its funds. It shall control and authorize making all contracts and purchases of the Association. However, unless specifically authorized by the Membership, the Board shall have no power or authority to contract for or otherwise obligate the Association for any debts or commitments greater than the amount of money which shall, at the time of contracting such debt or obligation, be unappropriated in the Association’s accounts, and in excess of the amount needed for the discharge of debts and liabilities contracted. By authority of the Board, contracts in the name of the Association shall be signed by the President or his designee.
c. The Board and Treasurer may pay only such expenditures as have been authorized by the Board and as within the budget balances, including any contingency or sinking funds. The Treasurer and one other Officer must authorize by electronic or wet ink signature all checks and disbursements of the Association funds.
d. Fiscal Planning and Reports. On or before the issuance of the Notice and Agenda contemplated by Article V, Section 1, d below, the Board shall cause to be prepared and shall furnish to the Membership a financial report for the past and current calendar year, showing actual and anticipated receipts and expenditures of Association funds for the previous and current calendar year.
Section 3. Directors’ Meetings.
a. The Board shall meet, either in person or by telephonic communication, upon call of the President, but not less than once each calendar year. The President or, in his absence, the President Elect or Vice-President shall preside over all Directors’ Meetings, except as otherwise proscribed in these Bylaws, and shall signify the Board members’ consent to such meeting by signing the minutes of that meeting. The Board or any committee designated by the Board may participate in a meeting of the Board or such committee with a conference telephone call or via similar communications equipment with which all persons participating in the meeting can hear each other concurrently and participation by such means shall constitute presence in person at a meeting.
b. If vacancies in the Board occur in any manner other than by expiration of term of office, the remaining members of the Board, by majority vote, shall fill the vacancy temporarily by appointment from the eligible Membership, provided that such temporary appointment shall continue only until the next regularly scheduled election at which time that Officer position shall be filled by normal process, either to the unexpired portion of the term or to a new term.
Section 4. Submission to the Membership.
a. Within the discretion of the Board, any matter may be submitted to the Membership for vote. The Board shall be bound by the resulting vote of the Membership upon the issues.
b. Upon receipt of a written petition containing ink signatures from one third of the Members (but not less than fifteen members) containing the specifics of any matter, including proposed amendments to the Bylaws, the Board shall call a Membership Meeting as soon as reasonably convenient, and shall submit such matters to the Membership for a vote. The manner of submission and voting on all matters shall comply with the rules pertaining to Membership Meetings set forth in ARTICLE V of these Bylaws, provided that, in the instances of establishment of dues, amendments to the Bylaws, and dissolution of the Association, a two thirds majority of those responding shall be required.
ARTICLE V: REGULAR MEMBERSHIP MEETINGS
Section 1. Membership Meetings.
a. Time and Place. The Membership shall meet physically at least once each year upon call of the President. Such meeting shall be termed a “Membership Meeting.”
b. Quorum. At a Membership Meeting, a quorum comprise not less than the nearest whole number greater than 40% of the Membership in good standing, represented in person for voting on specific subjects previously made known to the Membership. Not less than 30% of the Membership must be present in person.
c. Committee of the Whole. Absent a quorum, those present in person at a Membership Meeting shall function as a “Committee of the Whole,” to draft resolutions and proposals for submission to the entire Membership for a written vote via mail and/or email. A majority vote of the Committee shall control.
d. Notice and Agenda. Written Notice and Agenda of Membership Meetings shall include time, place, and general nature of business to be transacted, and shall be sent to each Member not less than thirty (30) days prior to a Membership Meeting.
e. Voting. The Board may, when appropriate for specific subjects and when a Membership Meeting is impractical, provide for written ballots by mail or email in lieu of Membership Meetings.
Section 2. Membership Meetings by Mail and Email.
f. Equivalency of Mail Vote. Any voting by mail and/or a combination of mail and email in which ballots are provided to the entire Membership in good standing shall be equivalent to a Membership Meeting on the subjects submitted.
g. Quorum. For Membership Meetings held by mail, and/or email, a quorum shall not be required.
h. Notice. Full notice of the issues involved in a vote by mail and/or email, including a ballot on which to record the vote, shall be sent to each Member at his email or mailing address on file with the Association, not less than thirty (30) days prior to the effective date for counting the ballots.
ARTICLE VI: NOTICES, WAIVERS, CONSENTS, AND PROXIES
All notices, waivers, consents, proxies, and petitions for matters conducted pursuant to these Bylaws by the Association (collectively, the “Notices), any member of the Board of Directors, or any Member shall be in writing. For this purpose:
(a) Without limiting the means by which Notices may be given by the Association to the Members, Notices may be contained in any Association publication of general circulation to the Members.
(b) Notices given by the Association, any member of the Board of Directors, or any Member by electronic delivery or any other method shall be deemed to be in writing. In addition to the means of delivery of notices and referenda by the Association to the Members specified in clause (a) above, Notices may be delivered by mail or other delivery service, by personal delivery, by electronic transmission, or by any other means approved by the Board of Directors. Notwithstanding the foregoing, the Board may establish a procedure by which any Member may elect not to receive Notices by electronic transmission, but instead to have any notice or referendum normally submitted by electronic transmission to the Members generally, instead be submitted to the electing Member by U.S. Postal Service.
ARTICLE VII: AMENDMENTS TO THE BYLAWS
These Bylaws may be amended only at a meeting of the Membership, provided written notice of such meeting and the specifics of the proposed amendment, shall be sent to each Member in good standing at his address and/or email address on file with the Association, not less than thirty (30) days prior to the date for the Membership Meeting. An affirmative vote of a two thirds majority of the Members present at a Membership meeting shall be required for amendment.
ARTICLE VIII: MEETING PROCEDURES
Meetings of the Board, and the Membership, where not otherwise provided in these Bylaws, or by Oklahoma law, shall be conducted according to the latest edition of The Modern Rules of Order.
ARTICLE IX: DISSOLUTION
Section 1. As provided for amending the Bylaws, the Membership may, by two thirds affirmative vote, terminate the existence of the Association immediately or at a future time certain.
Section 2. In such event, or in the event of termination of the Association by operation of law or in any other manner, the Board shall proceed to wind up the affairs of the Association. All property and assets of the Association, including accounts receivable shall be reduced to cash or other suitable disposition made, and all outstanding Association debts, obligations, or liabilities shall be satisfied where assets of the Association permit, and any remainder shall be distributed to an organization with similar purposes and tax status to that of the Association.
Section 3. The Board shall give a full and general accounting of the dissolution to the Membership.
ARTICLE X: ADOPTION OF BYLAWS
The undersigned, being all of the duly elected officers of the Association elected by the Association membership, do certify these Bylaws of the Oklahoma Falconers Association, Inc., as adopted by more than 2/3rds percent of the Association Membership at the annual Membership Meeting, and by our signatures below, do adopt these SAmended and Restated Bylaws June 1, 2019.
OKLAHOMA FALCONERS ASSOCIATION, INC.
President, Jonathan Coleman
President-Elect, Bart Russell
Vice President, Chris Kimble
Secretary, Rob Huber
Treasurer, Shane Bullard
OKLAHOMA FALCONERS ASSOCIATION, INC.