THE GEORGIA FALCONRY ASSOCIATION, INC.
ARTICLE ONE
Name
The name of this corporation is the Georgia Falconry Association, Inc.
ARTICLE TWO
Offices
1. Principle office. The principle office of this corporation shall be designated from time to time by the board of directors and is currently located in Lexington, Georgia.
2. Other offices. The board of directors may establish branch offices at any location in which the corporation is authorized to conduct its activities.
ARTICLE THREE
Non-Profit Clause
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Three hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)3 of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE FOUR
Dissolution
Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE FIVE
Membership
1. Qualification of Members and Dues. Members are admitted to membership upon submission of a signed membership application and upon payment of the requisite dues and shall be admitted without any other condition or consideration, unless the applicant has previously been expelled from membership. The board of directors shall determine annual dues.
2. Classes of Membership. The members of this corporation shall consist of the following classes:
(a) General Members: Any person who holds a valid Falconry license issued by the United States Fish and Wildlife Service and the Department of Natural Resources of their state who is classified as a General or Master falconer.
(b) Apprentice Members: Any person who holds a valid Falconry license issued by the United States Fish and Wildlife Service and the Department of Natural Resources of their state who is classified as an Apprentice falconer.
(c) Affiliate Members: Any organization or individual not qualifying as a General Member or Apprentice Member.
(d) Family Members: May be used by a family in the same dwelling to save money on multiple memberships. Family Membership is regarded as one member.
(e) Honorary Lifetime Members: Such members designated by the board for extraordinary and unique contributions to the corporation and the art and practice of falconry. Yearly dues for honorary members are waved until the member chooses to resign their membership in the club or the member passes away.
3. Membership Meetings.
(A) Annual Board Meeting. The annual meeting of the board members shall be held as soon as possible after the annual field meet.
(B) There shall be an annual field meet on MLK weekend or the first weekend following the conclusion of big game season in January, whichever comes first, unless otherwise changed by the board of directors.
(C) Special Meetings. Special meetings of the members may be called by:
(a) the President,
(b) a majority of the board of directors,
(c) twenty-five (25) or more general members.
Written notice of the special meeting must be signed by those calling the special meeting and mailed to the membership at least thirty (30) days prior to the date set for the meeting.
4. Voting and Quorum. Only General and Apprentice members shall be eligible to vote on any matter and a quorum shall consist of fifty percent (50%) plus one of the members voting or attending a members meeting. No proxies shall be permitted.
5. Member Expulsion. Any member may be expelled upon the vote of seventy-five percent (75%) of the directors for any reason.
ARTICLE SIX
Directors
1. Number. The authorized number of directors of this corporation shall be not less than three (3) or more than eleven (11). Fifty percent (50%) plus one director shall be designated “A” directors and the balance shall be designated “B” directors. The exact number of directors within these limits shall be fixed by the board of directors, which has currently set the number at seven (7) .
2. Term of office. The term of office of each director shall be two (2) years or until the qualification of a successor in office.
3. Qualification. Only general members may serve on the board of directors. They must be a resident of Georgia and have the two previous years of consecutive membership before the year of their nomination to the board. The members shall elect directors by written ballot mailed emailed at least forty-five (45) days prior to the annual field meet. Results of the election will be announced at the annual field meet. The “A” directors shall be elected in odd numbered years and the “B” directors shall be elected in even numbered years.
4. Powers. Except as otherwise provided in the articles of incorporation or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the board of directors, which may delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may designate by resolution.
5. Replacement of Directors.
(a) Whenever a vacancy exists on the board of directors, the vacancy shall be filled by a majority of the remaining directors at a regular special meeting of the board. Any person designated to fill the vacancy of a director shall have the same qualifications required of the director whose office was vacated.
(b) Any director may be removed as provided in the Georgia Corporations code
(c) Any person designated to fill a vacancy on the board of directors shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal contained in these bylaws.
6. Compensation. No member of the board of directors shall receive any compensation from the corporation except for services actually rendered and the amount of such compensation approved by a disinterested majority of the board of directors.
7. Meetings.
(a) Meetings shall be held at such locations as the board of directors may designate, by email correspondence, through an online web meeting forum, or by telephone conference. In the absence of such designation, meetings shall be held at the principle office of the corporation.
(b) The board of directors shall meet as often as the board of directors requires, but in no event less than once annually. Notices of such meetings shall be signed by the president or secretary and emailed to each director at the address last recorded on the books of the corporation, not less than three (3) nor more than forty-five (45) days prior to the meeting date. This requirement may be waived by unanimous resolution of the board of directors.
(c) Any member of the board of directors may as deemed necessary and appropriate, call a special meeting of the board. In that event, three (3) days written notice to each director shall be deemed sufficient.
(d) A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting without further notice.
(e) Except as otherwise provided in these bylaws, in the articles of incorporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the board of directors.
(f) Roberts Rules of Order shall govern all meetings of the board of directors except to the extent such rules are inconsistent with these bylaws, the articles of incorporation, or applicable law.
8. Action Without Meeting. No meeting need be held by the board to take any action required or permitted to be taken by law, provided all the members of the board individually or collectively consent in writing to such action, and the written consent or consents is or are filed with the minutes of the proceedings of the board. Action by written consent shall have the same force and effect as action by unanimous vote of the board of directors
9. Liability of Directors. The directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.
ARTICLE SEVEN
Officers
1. Officers. The officers of the corporation shall be: a president, a vice-president, a secretary, and a treasurer. The board of directors may elect or appoint such other officers, as it deems desirable. Such officers shall have the authority to perform the duties prescribed by the board of directors. Any two or more offices may be held by the same person.
2. Election and Term of Office. The officers of this corporation shall be elected biennially by the board of directors from among the elected directors. New offices may be created and filled at any meeting of the board of directors. Before eligible for the position of president, a person must have been a board member, in good standing, for at least two years. Term limits for the officers will be as follows: The office of president will have a term of no longer than 6 years. The office of president will be filled by the current vice president upon the end of their term, or may be filled by a vote of the board if the current vice president chooses not to fill the office.
3. Removal. Any officer elected or appointed by the board of directors may be removed by the board of directors whenever, in its judgment, the interests of the corporation would be best served by such removal.
4. Vacancies. A vacancy in any office, whether due to death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.
5. President. The president shall:
(a) be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation;
(b) preside at all meetings of the directors;
(c) may sign, with the secretary or other officer authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments the execution of which is authorized by the board of directors, except in cases where the signing and execution of such instruments have been expressly delegated by the board of directors, by these bylaws, or by law to some other officer or agent of the corporation;
(d) perform all duties incident to the office of president, and those duties prescribed by the board of directors.
6. Vice President. In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president or vice-presidents, in the order of their election, shall perform the duties of the president. When so acting, the vice-president or vice-presidents, shall have all the powers of, and be subject to all the restrictions on the president. The vice-president shall perform such additional duties assigned by the president or by the board of directors.
7. Treasurer. The treasurer shall (a) be the chief financial officer and if required by the board of directors, shall give a bond for the faithful discharge of duties in a sum and with such sureties as the board of directors deem appropriate; (b) have charge and custody of and be responsible for all funds and securities of the corporation; (c) receive and give receipts for moneys due and payable to the corporation from any source, and shall deposit all such moneys in the name of the corporation in those banks, trust companies, or other depositaries selected by the board of directors; and (d) perform all duties incidental to the office of treasurer and such other duties assigned by the president or by the board of directors.
8. Secretary. The secretary shall:
(a) keep the minutes of meetings of the board of directors in one or more books provided for that purpose;
(b) see that all notices are given in accordance with these bylaws or as required by law;
(c) be the custodian of the corporate records and seal of the corporation;
(d) keep a book containing the names and addresses of all directors of the corporation;
(e) exhibit, at all reasonable times and on demand, the corporate bylaws, articles of incorporation, minutes of any meeting, and other corporate records to any director of the corporation, to any agent of such directors, or to any person or agency authorized by law to inspect them.
(f) the secretary will fill the position of vice president, in the event there is a vacancy in that position, until a new vice president is elected
ARTICLE EIGHT
Committees
1. Executive committees. The board of directors may, by duly adopted resolution, establish one or more committees, each of which shall consist of two or more directors.
ARTICLE NINE
Contracts, Checks, Deposits, and Funds
1. Contracts. The board of directors may, by resolution duly adopted, authorize any officer or agent of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation. Such authority may be general, or may be confined to specific instances.
2. Gifts and Contributions. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or device of any property for the general and special charitable purposes of the corporation.
3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
4. Checks, Drafts, Orders for Payment. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officers or agents of the corporation in the manner determined by resolution of the board of directors. In absence of such determination, such instruments shall be signed by any two officers.
ARTICLE TEN
Miscellaneous
1. Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, board of directors, and committees. All books and records of the corporation may be inspected at any reasonable time by any director or the director’s agent, or any proper person.
2. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
3. Corporate Seal. The board of directors shall provide a corporate seal described as follows:
THE GEORGIA FALCONRY ASSOCIATION, INC.
INCORPORATED JULY XX, 2001
4. Waiver of Notice. Whenever notice is required to be given under the provisions of the Georgia Corporations Code or under provisions of the articles of incorporation or bylaws of this corporation, a written waiver of such notice, signed by the person or persons entitled to such notice, is deemed equivalent to the giving of such notice whether before or after the time stated in the notice.
ARTICLE ELEVEN
Amendments
1. Power of Directors to Amend Bylaws. The bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution of the board of directors
Modified on 08/25/2018
Georgia Falconry Association 