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Clark County Fish & Game Club, Inc.
P.O. Box 661
Winchester, KY 40392

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Section 1. Annual Meeting
The annual meeting of the Shareholders shall be held on the SECOND Monday in December in each year at 6:00 PM for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. Ballots with candidates for Board of Directors and the Club Seal affixed thereto shall be mailed early in the first week of November and shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder of record as it appears on the stock transfer books of the corporation. Members are to return completed Ballots to the Secretary.

Section 2. Regular Meetings.
The regular meetings shall be held each month, at the Clubhouse, on the SECOND Monday at 6:00 PM or as may be designated by the Board of Directors.

Section 3. Special Meetings.
Special meetings of the Shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of the Corporationís shareholders present entitled to vote at the meeting.

Section 4. Notice of Meeting.
Written notice stating the place, day and hour of the special meeting, the purpose or purposes for which the meeting is called, shall be delivered by mail, not less than ten (10) nor more than forty-five (45) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5. Closing of Transfer Books or Fixing of Record.
For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period which shall not exceed fifty (50) days and in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of the shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, the date on which notice of the meeting is mailed shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

Section 6. Voting Lists.
The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the time of the meeting for the purposes thereof.

Section 7. Quorum.
A majority of the Corporationís outstanding shares present entitled to vote, represented in person or by proxy, shall constitute a quorum. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8. Proxies.
At all meetings of shareholders, a shareholder may vote in person or by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be held by means of electronic linkage or media (i.e. Telephone, iPhone, iPad, iPod, FaceTime, Skype, Email, Text Messaging, Etc.) and participation in a meeting under such circumstances shall constitute presence at the meeting..

Section 9. Voting of Shares.
Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to a vote at a meeting of shareholders.

Section 10. Voting of Shares by Certain Holders.
A share held by an administrator, executor, guardian or conservator may be voted either in person or by proxy without transfer of such share into their name. Shares of its own stock, belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

Section 11. Informal Action by Shareholders.
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

Copyright © 2001 Clark County Fish & Game Club, Inc. Unauthorized Use is Prohibited.