Safari Club International - Delaware Valley Chapter



BYLAWS

OF

 SAFARI CLUB INTERNATIONAL Delaware Valley Chapter, Inc.

ADOPTED: June 16, 2016

ARTICLE I
Name, Offices and Mission


1. Name.        The name of this Corporation is SAFARI CLUB INTERNATIONAL Delaware Valley Chapter (hereinafter the “Corporation”).

2. Offices.       The principal office of the Corporation shall be  at the home or office of the President. The Corporation may have offices at such other places as the Board of Directors (the "Board") may from time to time appoint or the purposes of the Corporation may require.

3. 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.  The Corporation shall enjoy the tax-exempt status of Safari Club International granted by the Internal Revenue Service under the group exemption under its tax-exempt status determination letter.  The Corporation shall further govern itself in accordance with the laws of the State of Pennsylvania.

4. Mission. The Corporation will:

a. 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;


b. 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;

c. 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;

d. 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;

e. participate and associate with other clubs throughout the world that share common goals, beliefs, and purposes; and

f. 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.

g. All meetings of the members, board of directors and committees shall be governed by Roberts Rules of Order Revised in so far as they are appropriate.


ARTICLE II
Membership


1. 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.

2. Fees.  Initiation fees, dues, and special assessments for membership in the Corporation shall be determined by the Board and collected and distributed pursuant to bylaws, rules and regulations adopted by Safari Club International from time to time.

3. 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.

4. Annual Meeting of Members.  An annual meeting of members shall be held each year during June at a date, time and place to be determined by the President, to elect new directors 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.

5. Special Meetings of Members.  Special meetings of the members may be called by the President, or by twenty-five percent (25%) 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 President.

6. 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 Secretary 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 mailed, faxed or otherwise sent or delivered in writing to the member at his or her address or fax number specified in the records of the Corporation.  The giving of notice shall be deemed to be waived by any member who shall attend and participate in such meeting without protesting, prior to or at the commencement of such meeting, the lack of proper notice and may be waived, in writing, by any director either before, at or after such meeting.

7. Quorum for Members Meeting.  Twenty percent of the members in good standing present at a meeting shall 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 members.  In the absence of a quorum at the beginning of the meeting, a majority of members present may recess the meeting without notice until a quorum has been obtained, or the Chair may adjourn the meeting.  However, 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.

8. 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 by law or by the Articles of Incorporation (if any), all matters shall be determined by a majority of the votes cast.

9. Proxies. No proxies shall be allowed for votes of members.



ARTICLE III
Board of Directors



1. Powers.  The Board shall have general charge of the affairs, property and assets of the Corporation.  It shall be the duty of the directors to carry out the aims and purposes of the Corporation and, to this end, to manage and control all of its property and assets.

2. Qualification.  To be eligible as a director, 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.

3. Number.  With the exception of the Board acting within the first year of operations, the number of directors shall be no less than five (5) and no more than 15.  The number of directors may be increased or decreased by a majority vote of the full Board at any annual or special meeting called for that purpose.  If the number of directors is decreased by the Board, each director in office shall serve until his or her term expires or until his or her resignation or removal as herein provided. If the number of directors is increased by the Board, each new position on the Board shall be treated as a vacancy.

4. Term.  Each director shall hold office for a term of two year(s) and until his or her successor is duly elected and qualifies. There is no limit to the number of terms a director may serve. A director’s term shall begin as of end of the annual meeting members at which the director is elected to the Board of Directors and shall end as of the end of the annual meeting of members at which the director’s successor is duly elected and qualifies. In order to stagger the Board at the date of these Bylaws for future appointment purposes, the initial Board shall be split into two groups as designated by the Chair.

5. Nomination and Election of Successor Directors.  Succeeding directors shall be elected by the members at the annual meeting of the members in the year a vacancy will occur.  The current President and Vice President will be the nominating committee. The nominating committee will be responsible for collecting nominees from the members, checking the qualifications of all nominees, developing a slate of candidates and preparing the ballots for the upcoming election.

6. Resignation.  Any director may resign at any time by giving written notice of such resignation to the Board.

7. Removal.  Any director may be removed from office, with or without cause, by a majority vote of the directors then serving at any annual or special meeting called for that purpose.

8. 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 remaining directors, though less than a quorum, or by the sole remaining director.  Any director so elected shall hold office until the next annual meeting of the members or until the election and qualification of his successor.  In the event of the simultaneous death or resignation of all of the directors or in the event of the death or resignation of the sole remaining director, directors to fill all the vacancies shall be elected by the members at a special meeting called by any member for such purpose.

9. Annual Meeting.  The annual meeting of the Board shall be held during the second month following the annual meeting of the 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, or waiver signed, with respect to such meeting.  At the annual meeting, the incumbent directors shall elect the new officers for any officer position that becomes vacant at such meeting and transact such other business as may be properly brought before the meeting.  If for any reason any annual meeting is not held during the time period set forth above, a deferred annual meeting may thereafter be called and held in lieu thereof, at which the same proceedings (including the election of directors) may be conducted.

10. 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.

11. Special Meetings.  Special meetings of the Board may be called by the President and must be called by them on the written request of a majority of the then serving directors of the Board.

12. Notices of Meetings.  Written notice of the date, time and place of each meeting of the directors shall be given to each director by the Secretary 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 mailed, faxed or otherwise sent or delivered in writing to the director at his or her address or fax number specified in the records of the Corporation.  The giving of notice shall be deemed to be waived by any director who shall attend and participate in such meeting without protesting, prior to or at the commencement of such meeting, the lack of proper notice and may be waived, in writing, by any director either before, at or after such meeting.

13. Conduct of Meetings.  Unless otherwise prohibited by statute or by resolution of the Board, meetings of the Board, whether annual, regular or special, 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.

14. 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 directors present, shall preside.

15. 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 Directors.  In the absence of a quorum at the beginning of the meeting, a majority of Directors present may recess the meeting without notice until a quorum has been obtained, or the Chair may adjourn the meeting. However, 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.

16. Action by Directors 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 a consent in writing, setting forth the action so taken, is signed by all directors then in office or committee members, as the case may be.  Such consent may be executed in counterparts and shall have the same effect as a unanimous vote of the directors 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.

17. 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 which consists solely of Board members any of the authority of the Board, except in reference to the following matters: (a) filling vacancies on the Board or on any committee of the Board; (b) adoption, amendment or repeal of Bylaws; or (c) fixing compensation of directors.  Any such committee to which authority is delegated shall consist of at least three (3) directors and a director shall be chair the committee.  Each such committee shall serve at the pleasure of the Board, shall act only in the intervals between meetings 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.

18. Voting.  At any meeting of the directors, every director entitled to vote may vote in person. Each director shall have one vote. Except as otherwise required by law or by the Articles of Incorporation (if any), all matters shall be determined by a majority of the votes cast.

19. Proxies.  An appointment of a proxy must be executed in writing by the director or by said director’s duly authorized attorney-in-fact and is effective when received by the Secretary of the Corporation. A proxy is valid for 30 days from the date executed unless a different period is expressly stated in the proxy, but in no event longer than 90 days.  The appointment of a proxy by a director does not relieve the appointing director of liability for acts or omissions imposed by law on directors.

20. Compensation.  Directors 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 annual or special meeting of the Board.  The Board shall have the power in its discretion to contract for and to pay to directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of the services. Any payments made to a director of the Corporation for any purpose shall be in accordance with the Corporation’s policy governing conflicts of interest. 

21. Reimbursement by Directors.  Any payments made to a director, including those for services or reimbursements of expenses, which shall be disallowed in whole or in part as a proper or deductible expense by the Internal Revenue Service, shall be reimbursed by such director of the Corporation to the full extent of such disallowance.  In lieu of payment by the director from which reimbursement is sought, subject to a determination made by the remainder of the directors, amounts may be withheld from his or her future compensation or reimbupayments until the amount owed to the Corporation has been recovered.



ARTICLE IV
Officers


1. 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.  The same person may not hold more than one office.

2. Appointment, Term, and Qualifications.  The officers shall be appointed by the Board at its annual meeting.  The persons appointed to serve as President, Vice President, Secretary, and Treasurer shall be directors, but the other officers, if any, need not be directors. Officers shall serve for two (2) years and until his or her successor is duly elected and qualifies.  There is no limit as to the number of terms an officer may serve.

3. Removal.  Any officer may be removed from office by a 2/3 vote of the full Board whenever in the judgment of the directors the best interests of the Corporation will be served by the removal.

4. Vacancies.  In case any office of the Corporation becomes vacant for any reason, the vacancy may be filled by a majority vote of the directors then in office, although less than a quorum, or by the sole remaining director.  Any officer so elected shall hold office until the next annual meeting of the Board and until his successor is elected and qualified.

5. 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 shall 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.

6. 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.

7. Secretary.  The Secretary shall attend all meetings of the Board and record all the proceedings at the meetings in a book or books to be kept for that purpose.  The Secretary also shall perform like duties for the standing committees when requested by the committees.  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 have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary.  The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.  The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

8. 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, from time to time, when the Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

9. 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.

10. 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.  If required by the Board, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

11. 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.

12. 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 President may be reimbursed reasonable expenses for his attendance at meetings of the board of directors of Safari Club International due to his position on that board of directors by virtue of being the President of the Corporation.  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.  Any payments made to an officer, including those for services or reimbursements of expenses, which shall be disallowed in whole or in part as a proper or deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the full extent of such disallowance.  In lieu of payment by the officer from which reimbursement is sought, subject to a determination made by the Board of Directors, amounts may be withheld from his or her future compensation or reimbursement payments until the amount owed to the Corporation has been recovered.

13. Reimbursement by Officers.  Any payments made to an officer of the Corporation such as a salary, commission, bonus, interest, or rent, or entertainment expense incurred by him or her, which shall be disallowed in whole or in part as a proper or deductible expense by the Internal Revenue Service, shall be reimbursed by such officer of the Corporation to the full extent of such disallowance. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his or her future compensation payments until the amount owed to the Corporation has been recovered.



ARTICLE V
 Sables


1. Relationship to Chapter. Sables is a constituent part of the Chapter, having an autonomous board of directors, membership and set of Canons. A person can be a member of Sables within the Chapter without having to be a member of Safari Club International or Chapter in any other membership category other than Sables. Sables is not a separate legal organization and is granted its tax-exemption as a committee operating under the umbrella of Safari Club International Foundation, an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code and the Sables must abide by the rules and regulations of organizations exemption under Section 501(c)(3).

2. Purpose. Sables is committed to furthering the understanding of outdoor heritage, including the positive role of hunting, through the creation and support of wildlife and conservation educational programs that are consistent with the educational missions and purposes of Safari Club International Foundation. 

3. Funds Raised by Sables. All funds raised by Sables whether at Chapter fundraisers or by any other means shall be dedicated to the Section 501(c)(3) educational purposes set forth in Section 2 of this Article.  Expenses related to Sables fundraising and expenses relating to the purposes set forth in Section 2 of this Article may be paid from the amounts raised by Sables, so long as appropriate documentation is provided for such expenses.  All funds raised by Sables shall be segregated into a separate bank account, and separately accounted for from other Chapter funds in order to ensure that funds dedicated to the purposes in Section 2 are not co-mingled with general Chapter funds.

4. Officers. The officers of Sables are a President, Secretary and Treasurer, with an optional Vice President, within the Sables Committee of the Chapter.

5. Quarterly Reports of Sables Activities to Chapter Board. At least once each quarter, Sables shall submit a written report regarding the activities of Sables through the Secretary of the Chapter for presentation to the Board of Directors at a regular meeting of the Board, or at such other time as requested by the President.  Sables may make other written reports or recommendations through the Secretary to the Board of Directors at any time.



ARTICLE VI
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 VII
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 VIII
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 IX
Advisory Committees


1. Appointment of Committees.  The Board may create one or more advisory committees.  Each such committee may consist of any number of persons who are not directors and 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.

2. 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.
Sables Committee.  The Corporation may establishes a Sables Committee. Notwithstanding anything contained in Sections 1 and 2 of this Article, the Sables Committee shall be comprised of the governing board of the Sables Division of the Corporation and the chair of the Sables Committee shall be the President of the Sables Division as that person is elected in accordance with the Sables Division Canons.  The


3. Sables Committee shall further the educational work of the Corporation, with the primary purpose of furthering the understanding of outdoor heritage, including the positive role of hunting, through the creation and support of wildlife and conservation education programs that are consistent with the educational missions and purposes of the Corporation.

4. 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 annual or special 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.



ARTICLE X
Fiscal Year


The fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.



ARTICLE XI
Funds


1. 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.

2. 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.


ARTICLE XII
Prohibition Against Private Inurement


1. Net Earnings.  No director, 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.

2. Dissolution.  No director, 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.  All directors of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, all of the assets of the Corporation remaining after all debts have been satisfied shall be distributed exclusively for the tax exempt purposes of the Corporation.

3. Confidentiality of information: No chapter members, officers or board of directors may reveal or use for personal reasons, any confidential information, including, but not limited to individual membership information, to anyone under any circumstances.



ARTICLE XIII
Amendments


These Bylaws may be repealed or amended or new Bylaws may be adopted by a vote of two-thirds of the full Board at a meeting called for such purpose, provided the proposed amendment has been sent by notification of the secretary to the entire board of directors not less than 30 days prior to the meeting of the board at which the proposed amendment is to be considered.  Whenever any amendment of any Bylaw is adopted, amended, or repealed, it must be copied into the book of Bylaws of the organization and copies sent to the membership within thirty (30) 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  Del-Val CHAPTER as of the 16th. of June , 2016.


By: Walter J. Senkow 

       Secretary