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

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Board of Directors

Section 1. General Powers.
The business and affairs of the Corporation shall be managed by its Board of Directors.

Section 2. Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be fixed at twelve (12) by the Board of Directors. In the event any director is unable to serve for any reason, the BoD may conduct business with a minimum of ten (10) directors until such time the BoD chooses to fill the vacancy not to exceed six (6) months. Each Director shall hold office until the annual meeting of shareholders at the end of his three (3) year term and until his successor shall have been elected to and qualified.

Section 3. Regular Meetings.
A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice, other than such resolution.

Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

Section 5. Quorum.
A Simple Majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any regular or special meeting of the Board of Directors; however, if less than such majority is present in person, by proxy or by means of electronic linkage or media (i.e. Telephone, iPhone, iPad, iPod, FaceTime, Skype, Email, Text Messaging, Etc.), a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 6. Manner of Acting.
The act of the majority of the Board of Directors present at any regular or special meeting at which a quorum is present shall be the act of the Board of Directors provided there shall be no conflict with these By-laws.

Section 7. Action Without a Meeting.
Any action that may be taken by the Board of Directors at any regular or special meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors.

Section 8. Vacancies.
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors, unless otherwise provided by law. A shareholder appointed to fill a vacancy shall be appointed by the Board of Directors for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by appointment by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

Section 9. Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the dissent of said director shall be entered in the minutes of the meeting or unless said director shall file a written dissent to such action with the person acting as the Secretary of the Corporation, immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 10. Term of Office.
No shareholder, who has been elected to serve as a Board member for two consecutive terms (6-years), shall be eligible to be elected or appointed as a Board member until they have been out of office for a period of one (1) year. Where more than one (1) name appears on a certificate, only one (1) of the individual(s) so listed shall be eligible to serve as a member of the Clark County Fish and Game Club, Inc. Board of Directors at any one time. After one of the individuals has served on the Board as outlined above, the other individual so named on said share certificate shall also be prohibited from being a Board member as outlined above.

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