© Copyright 2018 - Alaska's Kenai Peninsula Chapter SCI

     
I        NAME AND ORGANIZATION:

        The name of this organization shall be: Safari Club International – Alaska’s Kenai Peninsula Chapter (“AKPCSCI”).

II       CHAPTER OFFICES:

        The principal office of this organization shall be noted in Appendix A hereto from time to time, being the office or home of
        the President of Safari Club International – Alaska’s Kenai Peninsula Chapter and the mailing address shall be P.O. Box
        2988, Soldotna, AK 99669.

III     MISSION STATEMENT:

        The mission of this organization shall be:

        1.       To recognize and further the goals and objectives of Safari Club International;

        2.       To collect, organize and distribute educational information and data regarding the wild animals of the world;

        3.       To promote, establish and conduct scientific and biological studies regarding the wild animals of the world; to learn
                  more of their genealogy, habitat and environmental requirements.  These studies will be conducted in an effort to
                  provide a sound basis and scientific evaluation of management of our wild animals;

        4.       To support legislative work which fosters and promotes these purposes;

        5.       To preserve and protect hunters’ rights;

        6.       To educate and inform the public concerning hunting;

        7.       To promote safe hunting;

        8.       To host at least one major fund-raiser per year to support conservation projects;

        9.       To promote the goals and objectives of SCI including the following:

                  A.        The Chapter will conduct at least one fund-raiser per year and contribute 30% of the net to SCI.  In any
                             year a fund-raiser is not conducted, a minimum of $5,000 shall be contributed to the general fund of SCI;

                  B.        The Chapter shall produce a quarterly newsletter and a copy of the same shall be provided to all current
                             Chapter members and appropriate SCI officials;

                  C.        The Chapter shall be represented at a minimum of one board meeting of SCI Headquarters per year other
                             than the meeting held at the annual convention;

                  D.        The Chapter will submit a report on Chapter activities prior to each board meeting held by SCI
                             Headquarters, as required by the Regional Representative.

                  E.        The Chapter will conduct at least one conservation project annually; and

                  F.        The Chapter will conduct at least one educational project annually.

       10.      To engage in such other activities as may be appropriate in conjunction with the foregoing.

IV      MEMBERS AND THEIR VOTING RIGHTS AND OTHER RIGHTS

        1.       Classes of Members: 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.        Regular Member: To be eligible as a regular member of Alaska’s Kenai Peninsula Chapter of Safari Club
                             International a person must be a member of Safari Club International, pay annual dues, be of good moral
                             character, and have demonstrated an active interest in hunting and conservation.

                  B.        Life Member: A member of AKPCSCI may not be a life member unless the member is also a life member of
                             Safari Club International.

        2.       Size of Membership: The Chapter will have at least 25 members at all times. The maximum number of members
                  shall be unlimited.


        3.       Good Standing: A member is in good standing who is current in the payment of dues, fees and assessments as
                  assessed by the Board of Directors and as required to be paid by such member, and has abided by other
                  qualifications of membership.

        4.       Eligibility for Membership: All applicants must meet the eligibility requirements of Safari Club International.

        5.       Voting Rights: Each regular member in good standing shall be entitled to cast one (1) vote on every issue submitted
                  to a vote of the members.

        6.       Restrictions on Voting Rights: Voting by proxy or cumulative voting shall not be permitted by members.

        7.       Dues: Dues for regular and other members shall be determined by the Board of Directors.  Failure of a member to
                  comply with any such determination within six (6) months after notification shall be grounds for revocation of
                  membership.

        8.       Dues – When Delinquent: Dues are assessed on an annual basis and become delinquent when sixty (60) days past
                  due. Safari Club International will handle the billings for collection of dues for Alaska’s Kenai Peninsula Chapter of
                  Safari Club International.

        9.       Ethics: No chapter member may solicit, trade or accept hunts, gratuities or any thing of value for themselves or
                  their family members while performing the duties of the Chapter (this includes, but is not limited to discounts,
                  bonuses or any other thing of value).

       10.      Termination for Cause: A member who makes false statements on his membership application or whose conduct is
                  deemed unethical or detrimental to the principles of this Chapter or Safari Club International, including violation of
                  the SCI Code of Hunting Ethics, may be dropped from membership by action of the Board of Directors. Prior to
                  taking such action such member shall be cited in writing and given an opportunity to be heard before the Board of
                  Directors or a committee appointed by the Board concerning the charges.  If a committee is appointed to hear the
                  matter, such committee shall report to the Board of Directors, after which by majority vote the Board of Directors
                  shall remove such member from the rolls or dismiss the charges.


       11.      Suspended or Revoked Membership: AKPCSCI shall honor and carry out, insofar as possible, all sanctions issued
                  by Safari club International. The Chapter shall have no further dealings whatsoever with a member whose Safari
                  Club International membership has been revoked pursuant to its by-laws.  In a like manner, the Chapter shall also
                  have no dealings whatsoever with a member whose Safari Club International membership has been suspended
                  pursuant to its by-laws 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 Chapter; to hold office in the Chapter; to
                  advertise or sell goods and services, either directly or indirectly, at a Chapter function or activity; or to sponsor,
                  donate or otherwise participate in Chapter functions and activities, either directly or indirectly.

                  A.        Voting: No suspended or revoked member may vote on any Chapter matter.

                  B.        Meetings: No suspended or revoked member may attend a Chapter meeting.

       12.      Resignations and Reinstatements: Any member may resign by filing his written resignation with the secretary.  Dues
                  paid by him in advance shall not be refunded or pro-rated.  Reinstatement of a former regular member shall be in
                  accordance with application for new membership.



V       MEETING OF MEMBERS

        1.       Meetings: Meetings of the members shall be held at least quarterly (four times per year), at a date, time, and place
                  to be determined by the President. The first membership meeting of the new year shall be the Annual Meeting to be
                  held normally in February  or March,, and Directors shall be elected at this meeting.

        2.       Special Meetings: The President or twenty-five percent (25%) of the number of Directors then serving may call
                  Special meetings of the members at any date and place.

                  A.        Notice of Special Meetings: Written notice shall be given of a special meeting stating the date, time, place
                             and purpose of the meeting, and shall be delivered personally or by mail, fax or e-mail to each regular
                             member at least thirty (30) days prior to the date of the meeting.  The Secretary, at the direction of the
                             President or Board of Directors, shall send such notice. Mailed notices required or permitted by these
                             by-laws shall be deemed delivered the day after being deposited in the United States Mail with postage
                             thereon fully paid, and addressed to the member at his address appearing on the Chapter’s records.

        3.       Quorum: A quorum at any meeting of regular members shall consist of fifteen percent (15%) of such members. In
                  the absence of a quorum, members present may adjourn the meeting to a later date, time and place as announced at
                  the time of adjournment, and regular members attending the adjourned meeting shall constitute a quorum regardless
                  of number.

        4.       Voting: A majority of the votes cast at a meeting where a quorum is present shall be required to determine any
                  question presented unless a greater percentage of votes on a question is required by these by-laws.

VI      BOARD OF DIRECTORS

        1.       Board of Directors: The property, affairs and business of the Chapter shall be managed by a Board of Directors.
                  The Board shall consist of a minimum of 8 Directors with a maximum of 12 Directors elected from among the
                  membership to serve for a term of three (3) years. The terms of Directors shall be staggered based on the existing
                  number of Board Members.  Up to four (4) of said Director Positions shall be voted on each year as the three (3)
                  year terms expire. Officers may serve as Board Members if elected.

        2.       Qualifications of Directors: A Director shall be eligible for election if he shall have attained the age of twenty-one
                  (21) years of age and shall be a regular member of the Chapter and in good standing

        3.       Election of Directors: At the Annual Meeting of members, the membership shall elect Directors. Directors shall take
                  office at the conclusion of the Annual Meeting and shall hold office as per Article VI, Section 1, and until their
                  successors are elected and qualified.

        4.       Vacancies: Vacancies occurring on the Board of Directors shall be filled by a vote of two thirds (2/3) of majority of
                  the Directors then in office if a quorum is present, or by the sole remaining Director. A Director so elected to fill a
                  vacancy shall hold office for the unexpired term of his predecessor.

        5.       Quorum of Directors: A majority of the Directors then in office, in person or by proxy (but not to exceed a total of
                  two (2) proxies), shall constitute a quorum for the transaction of business and the act of a majority of the Directors
                  present at any meeting at which there is a quorum shall be the act of the Board, except as otherwise may be
                  specifically provided by statute or these by-laws. At any meeting at which there is less than a quorum present, a
                  majority of those present may adjourn the meeting by announcement from time to time until a quorum shall have
                  been obtained.

        6.       Action by Directors: The vote of a majority of the Directors with a quorum present shall be the act of the Board
                  unless a greater percentage of votes by the Board on any question is required by these by-laws.

        7.       Meetings of the Board: Regular meetings of the Board of Directors may be held on any date and at such time and
                  place as may be fixed by the Board. There shall be a minimum of ten Board meetings per calendar year.  A Board
                  member shall participate in 60% of these meetings by attending in person or by proxy (no more than four
                  meetings may be attended by proxy in any calendar year). Special meetings shall be held upon the call of the
                  President or upon the request of fifty percent (50%) of the number of Directors then in office.

        8.       Notice of Meetings: Regular meetings of the Board of Directors may be held without notice if the date, time and
                  places of such meetings have been fixed in advance by the Board.  Special meetings of the Board shall be held upon
                  notice to the Directors. Such notice shall state the place, date, time and purpose of the meeting and such notice
                  shall specify the person or persons calling the meeting.  The notice shall be given at least four (4) days in advance
                  of the date set for the meeting by telephone, fax, e-mail or mail.  This notice may be waived if at least two-thirds
                  (2/3) of the number of Directors then serving agree to such waiver of notice, but any Director not given actual
                  notice of a special meeting and not joining in such waiver shall be credited with participation for purposes of Article
                  VI, Section 6, above.

        9.       Business Conducted by Mail: In the event that it shall be necessary to conduct the Chapter’s business and it is
                  impractical for the Board to meet, the President may cause the Secretary to poll all Directors by mail, personal
                  contact, e-mail or telephone on any specific matter or matters being placed before the Board.  Any matter may be
                  passed by the affirmative vote of a simple majority of the total number of Directors, except as otherwise provided
                  by law or these by-laws.

                  If the vote shall have been made in writing, the Secretary shall record the specific matter or matters being placed
                  before the Board and attach thereto the ballots received. If the vote shall have been taken verbally or electronically,
                  the Secretary, in the minutes, shall record a written memorandum of the vote, including the names and votes of
                  those Directors voting, in the minutes of the Board and present same at the next regularly scheduled Board meeting.

                  PROXY:  Voting by proxy shall be limited as follows:

                  A.        Any Director may give his proxy to another Director or Officer in writing or e-mail.
                  B.        Each Director shall be permitted to act under no more than one (1) proxy.
                  C.        No proxy may be used in connection with an amendment or repeal of by-laws.
                  D.        Only two (2) Proxy votes shall be accepted per meeting.
                  E.        If there are more than two Proxies for a given meeting, the first two Proxies submitted shall be used.



       10.      Minutes: The minutes of the immediately preceding meeting of the Board of Directors shall be read at the current
                  meeting unless dispensed with by a majority vote of the Directors.

       11.      Treasurer’s Report: At each regular meeting of the Board of Directors, the Treasurer shall make a written report of
                  receipts, expenditures, and give the financial condition of the Chapter.


       12.      Executive Committee and Other Committees:

                  A.        Executive Committee: An Executive Committee may be appointed to serve at the pleasure of the Board of
                             Directors. The President shall designate Executive Committee members from among the Board consisting
                             of the President, the immediate past President (provided he or she is then a member of the Board), and
                             three other Directors.  The Board of Directors may from time to time designate one
                             or more alternate members of such committee. The Executive Committee shall have all of the
                             authority of the Board of Directors, provided such Committee acts unanimously, except  that the
                             Committee shall have no authority in regard to following:

                             1)        Any action that requires members’ authorization;
                             2)        The filling of vacancies on the Board of Directors;
                             3)        The amendment or repeal of by-laws or the adoption of new by-laws; or
                             4)        The amendment or repeal of any resolution of the full Board.

                             The President shall report all actions of the Executive Committee to the Board at its next regular meeting,
                             and all such actions shall be recorded in the minutes of said Board meeting.

                  B.        Nominating Committee: There shall be a Nominating Committee which shall be comprised of the President
                             or the vice-president and a minimum of one Board Member as designated by the President. The Nominating
                             Committee shall nominate candidates for election to the Board.

                             1)        Nominations: Nominations listed on the official Ballot shall be selected by the Nominating Committee,
                                        or may be an incumbent Board Member that is up for re-election and has agreed to be placed on the
                                        Election Ballot.
                             2)        Eligibility: Any paid up Chapter Member is eligible to run for election of an open Board of Director
                                        or Officer position provided that they are nominated by a motion from the floor and if that motion is
                                        seconded.
                             3)        Ballots: The official ballot shall have spaces provided to allow the name of member (s) nominated
                                        from the floor to be added as a write in candidate.

                  C.        Audit Committee: There may be an Audit Committee whose purpose shall be to provide reasonable
                             assurance that the Chapter’s assets are safeguarded and the finances are properly managed.  The
                             Committee shall consist of at least three (3) Directors: one (1) member appointed by the President; one (1)
                             member recommended by the past president; and one (1) member elected or appointed by the Board of
                             Directors.  The Audit Committee shall report its findings to the Board.

                  D.        Ethics and Dispute Resolution Committee: There shall be an Ethics and Dispute Resolution Committee
                             whose purpose is:

                             1)        to uphold the integrity of the Chapter and
                             2)        resolve disputes presented to AKPCSCI.  The Committee shall consist of three Directors designated
                                        by the President.  In the event that the Committee is charged with reviewing ethics allegations
                                        against a chapter member, the member charged shall be given an opportunity to be heard by the
                                        Committee prior to action on his membership status.  The term “Ethics” may apply to ethical
                                        hunting practices of members or others (such as guides and outfitters) as well as the ethical
                                        behavior of Board members, officers or regular members of the Chapter relating to the operation of
                                        the Chapter or Chapter projects or activities.

                  E.        Sable Committee: There may be a Sable Committee whose members shall be any chapter member in good
                             standing of Alaska’s Kenai Peninsula Chapter of the Safari Club International or spouses of such members.

                  F.        Other Committees: The President may establish such other committees as he shall deem advisable and shall
                             appoint the chairman thereof. A committee chairman shall appoint members of his committee. Committees
                             shall be advisory to the Board.

       13.      Removal of Directors: The Board of Directors shall have the power at any time by two- thirds (2/3) vote of the total
                  number of Directors to remove any Director, either for cause or without cause.

       14.      Compensation: Directors shall not receive any compensation for their services as such.
                  Nothing herein shall be construed to prevent any Director from serving the Chapter in any other capacity.
                  Directors may, however, be reimbursed from time to time for authorized expenses incurred on behalf of the
                  Chapter.

       15.      Conflicts of Interest: No Director may hold an officer position with any other club, organization or corporation
                  with like objectives and ideals similar to those of this Chapter without approval of the Board of Directors.


VII   OFFICERS   


        1.       Officers:  Officers of AKPCSCI shall serve at the pleasure of the Board of Directors.
                  The Officers of the AKPCSCI shall be a President, Vice President, Secretary and
                  Treasurer. The Board, in its discretion, may appoint one or more Vice Presidents, Assistant Secretaries, Assistant
                  Treasurers, and such other Officers as the Board deems necessary.  A person may hold any number of offices,
                  unless otherwise prohibited by law or these by-laws.
     
        2.       Election and Term of Office: At the conclusion of the Annual Meeting, the Board of Directors shall elect the
                  Officers of the Chapter.  The persons elected to serve as Chair of the Board, President, Vice President(s),
                  Secretary and Treasurer shall be Directors, but other Officers, if any, need not be Directors and may be appointed
                  as otherwise provided in these by-laws,  Officers shall be elected or appointed for a term of one year. There shall
                  be no limit on the number of terms a person may serve in an Office.

        3.       Removal: The Board of Directors shall have the power, at any time, by two-thirds (2/3) vote of the number of
                  Directors then serving to remove any Officer either for or without cause.

        4.       Vacancies: In the case any Office of the Chapter becomes vacant for any reason, the vacancy may be filled by a
                  majority vote of the Directors then serving, although less than a quorum, or by the sole remaining Director.  A new
                  Officer shall hold office until the next Annual Meeting and until his successor is elected and qualified.

        5.       Duties and Powers of Officers:

                  A.        Chair of the Board: The President shall act as the Chair of the Board and shall perform such duties and have
                             such other powers as the Board from time to time may prescribe.

                  B.        President:

                             The President shall be the Chief Operating Officer of the Chapter and subject to the authority of the Board,
                             shall have general supervision and control of Chapter affairs. The President shall:

                             1)         Preside at all meetings of the members and the Board of Directors of the Chapter unless said
                                         meetings are presided over by a separate Chair of the Board.
                             2)         The President shall, subject to the control of the Board, have general supervision of the Chapter and
                                         shall see that all orders and resolutions of the Board are carried into effect.
                             3)         Sign such documents of the Chapter as may be authorized by the Board of Directors.
                             4)         Create committees and appoint chairmen of said committees.
                             5)         Perform all duties incidental to the office of the President or that may be from time to time granted
                                         or assigned by the Board.

                  C.        Vice-President: The Vice-President shall perform the duties of the President in the absence or inability to act
                             of the President and is subject to the authority of the Board of Directors. The Vice-President or the Vice
                             Presidents if there are more than one (in the order designated by the Board) shall carry out such duties as
                             are assigned to him or her by the Board or President.  The Vice President(s):

                             1)        May sign such documents of the Chapter as may be authorized by the Board of Directors.
                             2)        Shall confer with the President on creation of committees and appointing chairmen.

                             3)        Perform all duties incident to the office of Vice-President and other duties assigned by the Board of
                                        Directors or the President.

                  D.        Treasurer:  The Treasurer shall be responsible for all funds and securities of the Chapter from all sources
                             as the Board of Directors shall designate and shall keep full and accurate accounts of receipts and
                             disbursements in books belonging to the Chapter and shall deposit all moneys and other valuable effects in
                             the name and to the credit of the Chapter in such depositories as may be designated by the Board. The
                             Treasurer shall disburse the funds of the Chapter as may be ordered by the Board, taking proper vouchers
                             for such disbursements.  Additionally, the Treasure shall:

                             1)        With approval of the Board, designate such person or persons necessary to assist him as his agent
                                        in carrying out the duties of his office.
                             2)        Review all records of Chapter income and expenditures.
                             3)        Make a report to the members of the financial condition of the Chapter.
                             4)        Prepare a recommended annual budget for review and approval by the Board of Directors.
                             5)        Perform such other duties as may be assigned by the President or the  Board.

                  E.        Secretary:  The Secretary shall:

                             1)        Keep the minutes of the meetings of the members and the Board of Directors in a hard copy in a
                                        book provided for this purpose. The Secretary also shall perform like duties for the standing
                                        committees when requested by the committees.
                             2)        See that all notices of the meetings of the members and Directors are given in accordance with the
                                        provision of these by-laws or as required by law.
                             3)        Keep a register of the addresses of each member of the Chapter.
                             4)        Prepare agendas for all the meetings of members and Directors at the direction of the President
                                        and/or Executive Committee.
                             5)        Perform such other duties as the Board of Directors or President may specify.
                             6)        Be custodian of Chapter records.



                  F.        Assistant Officers:  Except as may otherwise be provided in these by-laws, Assistant Secretaries or
                             Assistant Officers, if there be any, shall perform such duties and have such powers as from time to time
                             may be assigned by the Board, Chair of the Board, President or Chapter Officer supervising their activities
                           . All records, documents, papers, vouchers, invoices or any other item produced by the Assistant Secretary
                             or Assistant Officer, of whatever kind, will remain the property of the Chapter and shall be immediately
                             surrendered should the Assistant Officer or Assistant Secretary leave the Chapter for any reason.

                  G.        Historian: The Board of Directors may appoint a Historian to record and keep safe all of the Chapter’s
                             records in whatever form they may exist (paper or electronic). All of said records will forever remain the
                             property of the Chapter and will be immediately surrendered to the Chapter should the Historian leave the
                             Chapter for any reason whatsoever.

                  H.        Compensation:  The Officers, Assistant Officers, Assistant Secretaries and/or Historian of the Chapter may
                             receive, by resolution of the Board, a reasonable sum along with reimbursement of expenses for attendance
                             at each annual, regular or special meeting of the Board at which the Officer is requested to attend or for
                             performing the specific functions contracted for or assigned by the Board.  The Board shall have the power
                             in its discretion to adopt the salaries of Officers and to contract for and pay to Officers rendering services
                             to the Chapter compensation appropriate to the value of the services. No Officer shall be prevented from
                             receiving such compensation by virtue of his or her also serving as a Director of the Chapter.  Any
                             payments made to an Officer of the Chapter for any purpose shall be in accordance with the Chapter’s
                             policy governing conflicts of interest.

VIII  SEAL

       The Chapter seal shall be adopted by the Board of Directors.

IX     CONTRACTS AND INSTRUMENTS

        1.       Authority to Execute: No person shall have any authority to expend money or bind the Chapter by any contract or
                  instrument unless authorized by these by-laws or by the Board of Directors to do so.

        2.       Authorization:  The Board of Directors may authorize any Officer or agent of the Chapter to execute and deliver any
                  contract, note or other instrument in the name of the Chapter and such authority may be general or confined to
                  specific instances.

X      EXPENDITURES

       It shall be deemed that the Board of Directors, by a majority vote has the authority to approve expenditures for the normal
       functions of the Chapter up to the sum of $5,000. For all expenditures of non-budgeted items exceeding $500, approval
       must be obtained by a vote of two-thirds (2/3) of the number of Directors then serving, except where a line item
       expenditure has been included and approved in an annual budget. Out-of-state project expenditures shall not exceed 10% of
       net yearly revenues. For all proposed expenditures exceeding 10% of net yearly revenue, approval must be obtained by a
       two-thirds (2/3) vote of the number of Directors then serving.

        1.       The President has authority for a maximum expenditure of $500 per fiscal year without Board approval.

XI     FISCAL YEAR

       The fiscal year of this Chapter shall commence on July 1 and end on June 30th of each calendar year.

XII   RULES OF ORDER

       Except as otherwise specifically provided in these by-laws, all meetings of the members, Board of Directors, and
       committees shall be governed by Robert’s Rules of Order, Revised  insofar as they are appropriate.

XIII   PROPERTY RIGHTS

       No member, Director or Officer shall have any right, title or interest in any of the assets or property of this Chapter except
       the right to make use thereof as a member in accordance with the rules and regulations adopted by the Board of Directors.

XIV  DISSOLUTION OF THE ORGANIZATION

       Upon liquidation, dissolution, winding up, or abandonment of this organization, all of the property and assets of this
       organization shall be transferred or conveyed by way of gift to one or more domestic or foreign organizations, foundations,
       associations, or societies exempt from federal and state income and property taxation and engaged in activities substantially
       similar to those of this Chapter. Such action shall be executed in accordance with the laws of the State, Country of the
       United States relating to the liquidation, dissolution, winding up, or abandonment of non-profit organizations.  In no event
       shall any properties or assets of this organization be conveyed or transferred to any member upon the liquidation,
       dissolution, winding up, or abandonment of this organization, except for full consideration.

XV    INTERPRETATION OF CONTRACT

       Pronouns of the masculine gender shall be deemed to include the feminine and the singular shall be deemed to include the
       plural. Relative words herein used are written in the masculine and singular; however, membership shall include persons of
       the feminine sex, and such words shall be read as if written to include members of the feminine sex.

XVI  AMENDMENTS BY THE BOARD OF DIRECTORS AND MEMBERS

        1.       Amendments by the Board of Directors

                  A.        These by-laws may be amended at any meeting of the Board of Directors at which a quorum is present by
                             an affirmative vote of two-thirds (2/3) of the Directors then serving, provided the proposed amendment has
                             been submitted in writing at the previous meeting of said Board, or has been sent by mail or email to every
                             member of the Board not less than thirty (14) days prior to the meeting of the Board at which the proposed
                             amendment is to be considered. For the purposes of a bylaw change, the Board consideration and vote may
                             take place by mail, email and/or phone. To qualify for consideration under this section, the proposed
                             amendment must be endorsed by signature, or email directive, thereon by at least two Directors or,
                             alternatively by 30% of the Chapter members who are entitled to vote.

                  B.        Any changes to the by-laws of the Chapter adopted by the Board of Directors shall be noticed in the
                             following issue of the official newsletter, website, or other publication of the Chapter.

        2.       Amendments by the Members at a Meeting of the Membership:

                  A.        These by-laws may be amended at any duly authorized and officially called meeting of the members by an
                             affirmative vote of two-thirds (2/3) of the members present who are entitled to vote, provided a quorum is
                             present.

                  B.        Such proposals for changes to the by-laws to be voted upon by the membership may be recommended by a
                             majority of the Directors at any meeting of the Board at which a quorum is present, or, alternatively, must
                             be endorsed by signature thereon by thirty percent (30%) of members of the Chapter who are entitled to
                             vote.

                  C.        Proposals for any such changes to the by-laws at a meeting of the membership must be printed in the
                             official publication or journal of the Chapter not less than thirty (30) days or more than ninety (90) days
                             before the meeting of the members at which the proposed amendment is to be considered.

                  D.        Where amendments proposed for changes to the by-laws have been properly noticed by mail or by
                             publication, germane amendments to such proposals made from the floor shall be in order.

                  E.        Any changes to the by-laws of the Chapter adopted by the members pursuant to this section shall be
                             published in the following issue of the official newsletter or publication of the Chapter.