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CMP

ARTICLE I. NAME, PURPOSE AND OBJECTIVES

Section I. Name

This corporation shall be known as the KANSAS STATE RIFLE ASSOCIATION, INC., and shall here-in-after be referred to as the Association.

Section 2. Purpose and Objectives

The purpose is to promote communication and cooperation for all interested in shooting, reloading, collecting, and every sporting endeavor relative to firearms; to promote and preserve the American heritage as exemplified and engendered in the Declaration of Independence, the Constitution, and the Bill of Rights; to promote safety, education, shooting competition, wildlife conservation, and good will with respect to firearms and related pursuits, with an attentive focus on how these issues affect residents of the State of Kansas.

Section 3. Fiscal Year

The fiscal year shall be the calendar year, January 1st to December 31st.

ARTICLE II. MEMBERSHIP

Section I. Classes .

Membership in the Association shall be composed of three classes: Individual, Family and Club.

Section 2. Individual

Individual membership shall be open to all citizens of the United States who are of good reputation, of good moral character, who have not been adjudicated to be insane or a drug abuser, who have not been convicted of any felony or crime of violence, who subscribe to the purposes and objectives of the Association, and who meet the additional requirements for the type membership for which making application.

Section 3. Types

Memberships shall consist of seven types: (a) Annual, (b) Three-Year Annual, (c) Junior, (d) Life, (e) Family, (f) Club and (g) Junior Club

(a) Annual .

Annual membership shall be open to any qualified resident of the State of Kansas, eighteen years of age or older, who shall make application on the prescribed forms and pay the required dues. The member shall be issued a membership card which shall expire one year from the date of issuance unless renewed. Annual members shall have all rights and privileges of membership including voting rights, receipt of Association publications, right to hold any office for which eligible, and such additional rights and privileges of membership as may hereafter accrue, except those reserved for life members.

(b) Three-Year Annual

Annual membership for a period of three years shall be open to any qualified resident of the State of Kansas, eighteen years of age or older, who shall make application on the prescribed forms and pay the required dues. The member shall be issued a membership card which shall expire three years from the date of issuance unless renewed. Three-Year Annual Members shall have all rights and privileges of membership including voting rights, receipt of Association publications, right to hold any office for which eligible, and such additional rights and privileges of membership as may hereafter accrue, except those reserved for life members.

(c) Junior

Junior membership shall be open to any qualified resident of the State of Kansas, who has not reached the eighteenth (18th) birthday, who shall make application in the same manner as for annual members. Such status shall continue through the end of the calendar year in which his or her seventeenth birthday occurs. Such membership shall entitle the member to all privileges and rights of annual membership, except voting and the holding of elected office.

(d) Life.

Life membership shall be open to any qualified person meeting the requirements for annual membership who shall make application and tender the required dues. A special membership certificate and distinctive button shall be issued and said member shall be entitled to all the benefits accruing to an annual member, and in addition, shall enjoy such special recognition and benefits accruing to life members as may be determined by the Association.

(e) Family.

Family membership must consist of family members living at one address. Eligible members are (of the Family Membership) are: Husband, wife and all children age 18 and under living in the home.

(f) Club

Affiliated Clubs are any Kansas-based, NRA-Affiliated Clubs and Associations, or business with the same general objectives and purpose of KSRA.

(g) Junior Club

Affiliated Clubs whose members are under the age of twenty-one (21) and are a Kansas-based club with the same general objectives and purpose of KSRA.

ARTICLE III. MEETINGS

Section 1. Annual Meeting

The Annual Meeting of the Association shall be held annually on a date determined by the Board. The Annual Meeting shall be for the purpose of electing officers and Directors, receiving reports of officers and Committees, and for the discussion of all regular business and any other business that may come before the Association.

Section 2. Special Meetings

Special meetings of the Association may be held at any time, with a minimum of fifteen (15) days written notice; upon call of the President, upon call of the Executive Committee, at the request of at least three (3) members of the Board, or upon demand in writing, stating the purpose of said meeting, by not less than 10% of the membership. Written notice of the time, place, and purpose of meeting shall be mailed to all members by the Secretary no less than fifteen (15) days prior to the date of the meeting. The place of any meeting shall be designated by the President, subject to change, by vote of two-thirds (2/3) of the Board.


Section 3. Quorum

A quorum consists of the members present in good standing and qualified to vote. A quorum shall be necessary, if called, in order to conduct any business at any meeting, annual or special.

Section 4. Rules and Procedures

Unless otherwise provided herein, the rules and procedures of the Association shall be as governed by the most recently published edition of Robert's Rules of Order.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. General

The Association shall be managed by a Board of Directors who shall have charge of all the affairs and property of the Association, except as may be otherwise assigned herein. The President shall serve as Chairman of the Board in addition to being Chairman of the Executive Committee.

Section 2. Number, Qualification

The Board shall consist of eight (8) Directors at large, four (4) Quadrant Directors and the Executive Committee. All Board members shall have voting authority. The areas of Kansas including the telephone area codes 620 and 316 in the southern half of the state and area codes 785 and 913 in the northern half of the state and as intersected by US 81 highway, comprising four (4) Quadrants, shall each have a Quadrant Director specifically from and representing that area.

Section 3. Tenure, Selection

The members at large will elect the Directors at a regular Annual Meeting. The eight (8) Directors at large will be elected to two (2) year terms on alternate years, four (4) each annual election. Quadrant Directors will be elected annually.

Section 4. Meetings

The Board of Directors shall meet quarterly to nominate officers and conduct any other additional business that may be necessary. At least two of the meetings must be face-to-face. The remainder of the meetings may be face-to-face or through electronic conferencing (including Goto meeting, Skype, Freetime). Meetings may be called by the President or by demand of one-fourth of the members of the Board.

Section 5. Quorum

The majority of the voting members of the Board of Directors shall constitute a quorum, if called. The majority of those present may, if a quorum is not called, adopt any resolution or take any action on behalf of the Board with, exception of removal actions when two-thirds (2/3) of the entire Board would be necessary. This shall include electronic voting. The use of proxy voting shall not be allowed.

Section 6. Removal

A Director may be removed for cause by affirmative vote of three-fourths of the entire Board, provided fifteen (15) days written notice of specific charges, of time and place of meeting, and opportunity to appear and be heard, including presentation of evidence and questioning of witnesses, shall be given the Director. Absence from three consecutive Board meetings, Special Meetings or Annual Meeting will be cause for review.

Section 7. Vacancies

Should a vacancy occur on the Board by reason of death, resignation , or removal of any Director, the vacancy shall be filled by action of a majority of the remaining Directors.

Section 8. Nominating Committee

The Board shall elect a nominating Committee composed of at least three (3) annual or life members chaired by one Board member elected by the Board, but not including any member of the executive Committee or the executive officer. The nominating Committee shall recommend to the general membership a slate of candidates, which slate will be published in the Association's official paper prior to the Annual Meeting. Nominations from the general membership will be considered by the nominating Committee provided the nominations are in writing and submitted at least forty-five (45) days prior to the date of the Annual Meeting. Nominations from the floor will be limited to only those candidates previously considered by the nominating Committee and endorsed by a minimum of five (5) members in attendance at the election.

Section 9 . Director Emeritus

The Association may, from time to time, elect as Director Emeritus any current or deceased member of the Association who has, in the opinion of the Association, demonstrated significant service or achievement in advancing the objectives and goals of the Association. A Director Emeritus shall be entitled to attend and participate in any meeting of the Board. However, a Director Emeritus shall not be entitled to vote at any such meeting and shall not be included in the calculation of a quorum at any such meeting. Notice of any meeting of the Board shall not be required be given to a Director Emeritus.

(a) Nominations and Approval Process.

Any member of the Association may provide a nomination to the Board for consideration as a Director Emeritus. The Board shall consider each nomination. If, in the opinion of 3/4 of the Board members, the person nominated has demonstrated significant service or achievement in advancing the objectives and goals of the Association, said nomination shall be approved. Approved nominations shall be announced at the next Annual Meeting.

(b) Tenure and Removal.

Director Emeriti shall serve in perpetuity. Director Emeriti may be removed for cause under the same process provided for in Article IV, Section 6.


ARTICLE V. EXECUTIVE OFFICER

The Executive Officer is an as-needed position that may be considered when the Board, officers, and paid secretary have agreed that they are unable to handle the workload and coordinate the various activities and functions of the KSRA.

Revenues from memberships, advertising, and any other sources would need to be at a level that a paid executive could be hired at a salary not exceeding 20% of total annual revenue. Incentive for increases in salary could be based on increases in memberships.

The Executive Officer may be removed from office only by a majority vote of the Board of Directors at a regularly scheduled quarterly or Annual Meeting at which a quorum is present and he/she has received at least fifteen (15) days’ notice of intention of the Association to take such action.

The Executive Officer shall receive all applications for membership and shall be responsible for the collection of all dues, fees, and assessments and shall promptly remit the same to the Treasurer, taking proper receipt therefore. He/She shall issue such credentials and indicia of membership as may be required by these By-Laws or as directed by the Board and shall be responsible for maintaining an accurate roster of all members, including their post office addresses and such other information as the Board may require. He/She shall conduct all official correspondence and shall perform all other duties incident to the office of Executive Officer as may be required or assigned to him/her by the President or by the Board.

If the Executive Officer does not agree with the President as to what is the proper course of action in the best interest of KSRA, then such request shall be put in writing. The Executive Officer will conduct the business of the Association from a budget approved by the Board of Directors.

The Executive Officer will prepare quarterly, annual, and other reports requested by the President and/or the Board of Directors. The Executive Officer is responsible for maintaining an up-to-date and accurate accounting for all firearms loaned to or owned by KSRA in cooperation with the Officers and Chairpersons of the Association.

If he/she does not receive this information in a timely manner, he/she will immediately notify the President. The Executive Officer may serve as interim Secretary and/or Treasurer when positions are vacant.

The Executive Officer serves as Chair of Membership and Publicity Committees.

ARTICLE VI. EXECUTIVE COMMITTEE


Section 1. Members

There shall be an Executive Committee which shall be composed of the elected officers and the Immediate Past President.

Section 2. Power and Duties

The Executive Committee shall have general supervision and control of all affairs and activities of the Association when the Board of Directors is not in session and may act for and in the place of the Board. All actions, however, shall be subject to review by the Board when it is next in session. The Executive Committee shall have the additional power to name a member to act as an interim officer or Director (other than President) until the office may be filled by action of the Board or the membership.


ARTICLE VII. OFFICERS


Section 1. Number

The elected officers of the Association shall consist of a President, a Vice President, a Secretary, and a Treasurer whose terms shall be for one year or until their successors are elected and qualified. The Immediate Past President shall serve as a non-elected officer. Officers must be annual, sustaining, benefactor, or life members of the Association, and no person shall be eligible to hold office who has been convicted of any crime punishable by imprisonment. No officer may hold any other office, except that the Office of Treasurer may be also held by the Vice President, Secretary or Executive Officer. The Treasurer may serve as Secretary in the absence of the Secretary.

Section 2. Election

The elected officers shall be elected by majority vote of the members attending the Annual Meeting or at any special meeting called for that purpose. Officers and Directors shall take office immediately following the meeting at which the election took place.

Section 3. Duties

(a) President

The President shall be the principal Executive Officer of the Association and shall exercise general executive supervision over all its affairs, subject to direction and review of the Board. He/She shall preside at all meetings of the Association, of the Executive Committee, and the Board of Directors. He/She shall perform all other duties incident to the office of President and such other specific duties as may be required or assigned to him/her by the Board.

(b) Vice President

In the absence of the President or in the event of his /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. He/She shall be a member of the Board of Directors and the Executive Committee, and shall perform such other duties as may be required or assigned to him by the President or the Board.

(c) Secretary

The Secretary shall attend and keep minutes of all meetings of the Association and the Board of Directors and shall keep a record of all actions of the Executive Committee. He/She shall see that all notices are duly given in accordance with these By-Laws or as otherwise required, shall be custodian of all books, minutes, and records of the Association (except financial records) and of the Corporate seal, and shall attest to all official documents and resolutions of the Association.

(d) Treasurer

The Treasurer shall have charge of all funds of the Association and shall deposit the same in the name of the Association in a bank approved by the Board of Directors. Monies for payment of authorized expenditures shall be withdrawn only by check prepared and signed by the Executive Officer. In the event that either the Executive Officer or the Treasurer is unavailable for furnishing signatures on checks, the Board may temporarily authorize the Secretary or other Board Members to sign on behalf of the Association. He/She shall keep accurate books of account and fiscal records, and all expenditures shall be supported by vouchers. He/She shall attend all meetings of the Board, shall make quarterly, annual, and other budget reports when required by the Executive Committee or Board, and shall make an annual report to the Association at its annual, meeting. He/She shall perform such other duties as are incident to the office of Treasurer and as may be required by the President or Board.

(e) Immediate Past President

Immediate Past President shall serve on the Executive Committee and the Board of Directors with vote. He/She shall primarily serve as an advisor.

Section 4. Vacancies

In the event of a vacancy in any office other than President, because of death, resignation, removal or otherwise, the Executive Committee may name a member to serve as an acting officer until the vacancy is filled by action of the Board of Directors or the membership. In event of a vacancy in the office of President, the Vice President shall automatically succeed to the office of President, and the office of Vice President shall be filled as prescribed herein.

Section 5. Removal

Any officer may be removed for cause and the office declared vacant by affirmative vote of three -fourths (3/4) of the Board of Directors, provided that fifteen (15) days’ notice of the reasons therefore and of time, place, and purpose of meeting, and of the right to appear, present evidence and examine witnesses shall be given such officer. In event of the death, incapacity or permanent removal from the state of any officer, the office may be declared vacant by action of a majority of the Board.

Section 6. Term of Office

All officers shall serve one year terms. In the event of unforeseen and extenuating circumstances, an officer may become a candidate for re-election to succeeding terms by special vote of a majority of the Board of Directors.

Section 7 . Indemnification of Officers and Directors and Employees

Each person who is or was a Director, officer, or employee of the Association or is or was serving at the request of the Association as a Director, officer, or employee of another Association (including the heirs, executors, administrators, or estate of such person) shall be indemnified by the Association as of right to the full extent permitted or authorized by any and all applicable laws of the State of Kansas against any liability, judgment, fine, amount paid in settlement, cost, and expense (including attorneys’ fees) asserted or threatened against or incurred by such person in his capacity as or arising out of his status as a Director, officer, or employee of such other Association with which the person is then serving at the request of this Association. The indemnification provided by this By-Law or under any agreement, vote of members, or disinterested Directors or otherwise, shall not be exclusive of any other rights to which those indemnified may be entitled under any other By-Law or under any agreement, vote of members, or disinterested Directors or otherwise and shall not limit in any way any right which the Association may have to make different or further indemnifications with respect to the same or different persons or classes of persons.


ARTICLE VIII. COMMITTEES


Section 1. Permanent

The following shall be permanent standing Committees of the Association:

• Air Gun

• Shotgun

• Hunting and Hunter Safety

• Black Powder

• Social Media

• Legislative /NRA Liaison

• Handgun

• Youth Activities

• Membership and Publicity

• Rifle

• Range Development

• Collectors and Gun Shows

Section 2. Temporary

The Board, Executive Committee, or President may create and appoint additional temporary Committees for such purposes as they may see fit. No such Committee may be created for a time beyond the close of the next Annual Meeting.

Section 3. Members

Each permanent Committee should be composed of a Chairman and three or more members, selected in accordance with Article IV, Sec. 8. The Chairman of each Committee shall be proposed by the Nominating Committee. Chairmen may or may not be Board Members. The remaining Committee members shall be selected by the Committee Chairman, subject to approval of the Board. The Chairman of the Air Gun, Black Powder, Handgun, Rifle, and Shotgun Committees shall comprise the Competitions and Activities Committee and shall elect one of their members as Chairman. All Committee memberships shall expire at the close of the next Annual Meeting of the Association after appointment.

Section 4. Duties

The Committees shall perform such duties relating to that Committee's interest area, as may be required of them by the President or Board of Directors, and shall make recommendations to the Board and to the Association. Each Committee shall render an annual report at the request of the Board. The Committee Chairman shall make interim reports when requested by the President, Executive Committee, or Board; and should, when requested, attend the meetings of the Board.

Section 5. Rules

Each Committee may adopt rules for its own government and operation not inconsistent of these By-Laws or with rules or directives of the Board of Directors.

ARTICLE IX. AMENDMENTS

These By-Laws may be altered or amended in whole or in part or new By-Laws adopted at any regular meeting of the Association or at any special meeting of the Association called for that purpose. Written notice of the intended amendment, alteration, or substitution shall be mailed or emailed by the Secretary not less than fifteen (15) days prior to the date of the meeting. Adoption of any amendment, alteration, repeal, or substitution shall require an affirmative vote of two-thirds (2/3) of the members present and voting at the meeting at which such vote is taken. Notice of the revised or amended By-Laws or new By-Laws shall be sent by mail or email to all members by the Secretary as soon as possible after adoption.

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