Article I

Name

The name of this organization shall be “BlackJack Bears of Las Vegas.”

Article 2

Purpose

The BlackJack Bears of Las Vegas, herein after referred to as the “Club,” is a nonprofit social organization with charitable intent

Article 3

Members

I. Qualifications.

A. Membership is open to anyone age 21 or older.

B. There shall be no physical characteristics required for membership.

C. The Board of Directors shall establish dues to be paid by the Members.

D. The Board of Directors shall establish other membership application procedures as needed.

E. Membership shall commence when all dues are paid and all application procedures have been completed.

II. Classes of membership include “Founding Members”, “Active Members”, “Affiliate Members”, and “Honorary Members”.

A. Founding Members.

1. Founding Members have all of the rights and responsibilities of Active Members.

2. Founding Members are those members who have responded and attended one or more meetings on or before October 31, 1994

3. Founding Members are voting Members.

B. Active Members

1. Active Members pay dues to the organization, receive regular mailings announcing Club events and receive discounts for official events and merchandise as designated by the Board of Directors.

2. Active Members vote for the Board of Directors during yearly elections.

3. Active Members are voting members.

C. Affiliate Members

1. Affiliate membership is based upon an individual’s membership in an organization recognized by the Club.

2. Affiliate membership is granted and revoked by a majority vote of the Board of Directors.

3. Affiliate membership is forfeited when the Affiliate Member terminates their membership with the recognized organization.

4. Affiliate Members do not pay dues.

5. Affiliate Members are not voting members.

6. Affiliate Members are exempt from fulfilling the Membership Requirements.

D. Honorary Members

1. Honorary membership is granted in recognition of an individual’s outstanding contribution to the Club and it’s community.

2. Honorary membership is bestowed and revoked by a unanimous vote of the Board of Directors.

3. Honorary Members do not pay dues.

4. Honorary Members are not voting members.

5. Honorary Members are exempt from fulfilling the Membership Requirements.

E. Associate Members

1. Associate membership is based on the individual’s address, where the individual’s primary residence is over 100 miles from Las Vegas.

2. Associate members have all the rights of Active Members

3. Associate Members are required to pay dues.

4. Associate Members are voting members.

5. Associate Members are exempt from fulfilling the Membership Requirements.

III. Membership records.

A. Membership records shall be kept by the Secretary for the Club’s use and shall not be released to outside parties.

B. A Member’s name and address shall be used only for contacting Members with regard to Club business.

IV. Termination of membership.

A. Founding, Acting and Associate Members who are more than sixty (60) days delinquent in their payment of dues shall forfeit their membership privileges.

B. Removal of a Founding or Active, or Associate Member.

1. The Board of Directors may recommend removal of a Founding, Active or Associate Member from the rolls by a three-quarters majority vote of the Board, if that Member has acted in a manner detrimental to the Club or it’s members.

2. The Membership shall confirm removal by a three-quarters vote of those present at the next Special Membership Meeting called in accordance with Article 6, Section I, Paragraph B.

3. Removal shall be effective immediately upon completion and affirmation of the vote.

4. Dues shall not be refunded.

5. The expelled Member shall not be eligible for reinstatement for a period of one (1) year from the date of expulsion.

C. A Member may resign at any time by presenting a written declaration to any Member of the Board of Directors.

V. Membership Requirements

A. To remain a Member of the club, each Member must volunteer to host or work one club event each calendar year.

Article 4

Finance

I. Dues.

A. The fiscal year starts January 1.

B.Yearly dues shall be set by the Board of Directors and billed thirty (30) days in advance.

C. Dues shall be prorated on a quarterly basis.

D. The Board of Directors reserves the right to waive dues for a Member facing extenuating circumstances.

II. Club Moneys.

A. Income.

1. Moneys. May be collected from Members and guests for Club events to cover the costs and fund raising goals associated with said events.

2. All moneys collected by the Club will be deposited in a checking account maintained by the Treasurer of the Club.

B. Expenditures.

1. All expenditures turned in for reimbursement must include an original receipt for the good or services provided.

2. The Board of Directors shall be charged with authorizing expenditures up to and including one thousand ($1000) dollars.

3. A majority vote of the voting Members present at any meeting of the Membership shall be required for all expenditures in excess of one thousand ($1000) dollars.

4. Four Members of the Board shall have signature authority. The President, the Vice President, the Secretary and the Treasurer.

5. Checks shall be signed by two authorized Members of the Board

Article 5

Board of Directors

I. Board of Directors.

A. The Club shall be governed by a Board of Directors, herein referred to as the “Board.”

B. The Board shall be elected by the voting Members of the Club.

C. The Board shall consist of at least four (4) and no more than seven (7) voting Members.

D. All measures shall pass by the Board with a simple majority vote.

E. A quorum of four (4) Board Members must be present at any Board Meeting for business to be transacted.

F. Al l Board Members shall have one vote with the exception of the President in accordance with Article 5, Section V, Paragraph A-4.

G. No proxy votes shall be permitted.

II. Qualifications.

A. Board Members must have been paid Members for a least (6) months prior to their election.

B. Candidates must have attended at least fifty percent (50%) of all Club Regular Membership Meetings during the current fiscal year.

III. Election of the Board of Directors

A. Nominations.

1. During the February Regular Membership Meeting, nominations for the Board of Directors shall be accepted in person or by written intent.

2. Prospective Board Members shall submit a short biography to the Secretary for inclusion in the Membership ballot within forty-eight (48) hours of the adjournment of the February Regular Membership Meeting.

B. Voting.

1. If the number of Prospective Nominees equals the number of positions on the Board, the nominations and voting will be considered closed.

2. If there are more Prospective Nominees than positions on the Board, the Secretary shall mail the ballot to the voting Membership prior to April 1st.

3. Returned ballots must be received at the Club mailing address by 12 noon on the day of the April Membership Meeting to be counted in the Board of Directors vote.

3. Voting results shall be presented during the April Regular Membership meeting.

C. The newly elected Board Members will take office at the conclusion of the April Regular Membership meeting.

D. The incoming and outgoing Board of Directors shall work jointly to ensure the smooth transition of responsibility.

IV. Board Members shall elect Board Officers from among their ranks, prior to the January Regular Membership Meeting.

V. Titles and duties of the Board Officers shall be as follows.

A. The President.

1. The President shall be the Chief Executive Officer of the Club and shall have the duty to carry out the policies and decisions of the Membership as represented through the Board of Directors.

2. The President shall also act as representative for the Club in all legal matters along with other Board Members or Officers the Board wishes to appoint.

3. The President shall act as Presiding Officer at all Board and Membership Meetings.

4. The President shall only cast a vote in the occurrence of a tie during any Meeting of the Board or Membership.

B. The Vice President.

1. The Vice-president shall in the absence of the President serve in that capacity.

2. The Vice-President shall see to it that all points of view are heard and that meetings remain focused.

3. The Vice-President, or designee, shall be responsible for maintaining the”Bearline.”

4. The Vice-President shall select two representatives from the Membership, who are not candidates for the Board of Directors, to collect and tabulate election results to the Board.

5. The Vice-President shall be an at-large member of all committees.

C. The Secretary.

1. The Secretary shall keep and preserve all records and minutes of all Club and Board Meetings.

2. The Secretary, or designee, shall determine the presence of a quorum at Board and Membership Meetings.

3. The Secretary shall keep a file of general correspondence pertaining to the organization.

4. The Secretary shall work with the Treasurer in maintaining all Club membership records.

5. The Secretary shall mail notification of all upcoming Membership Meetings to all Members at least one week in advance of the Meeting.

D. The Treasurer.

1. The Treasurer shall keep accurate and complete records of the funds of the Club and shall collect dues and maintain a record thereof.

2. The Treasurer shall present a written record of the Club’s finances at each Regular Membership Meeting.

3. The Treasurer shall work with the Secretary in maintaining all Club membership records and the determination of quorum at all Membership and Board of Directors Meetings.

4. The Treasurer shall be responsible for arranging the signature authority fo the Club’s bank accounts.

5. The Treasurer shall be responsible for updating, maintaining, and filing all documents necessary for the Club’s tax status (501(c)(3), Income Tax Returns, Corporate Officer Reporting)

E. The remaining At-Large Board Members may be assigned to other temporary offices or positions as designated by the Board.

VI. Vacancies on the Board may be filled by the Board of Directors from the current eligible voting Membership of the Club for the remainder of the term of the vacant position.

VII. The Membership shall, at their discretion, with a two-thirds vote, remove any Board Member for failure to perform their obligation at a Special Membership Meeting called in accordance with Article 6, Section I, Paragraph b.

Article 6

Meetings

I. Meetings of the Members.

A. Regular Membership Meeting.

1. Regular Membership Meetings shall be held in Clark County, Nevada

2. Regular Membership Meetings shall be held during the months of February, April, September, and November with additional Meetings to be called at the discretion of the Board.

3. The Board of Directors shall determine the time and location of all Regular Membership Meetings.

4. Any business may be brought before the Members present at a Regular Membership Meeting with the exception of any action reserved for Special Membership Meetings as defined in these Bylaws.

5. The Secretary shall mail notification of all Regular Membership Meetings to the Membership at least one week in advance of the Meeting.

B. Special Membership Meetings.

1. Special Membership Meetings may be called by the Board or a majority of the Members present at a Regular Membership Meeting.

2. The business conducted at a Special Membership Meeting shall be limited to the purpose as stated when the Meeting was called.

3. The Secretary shall mail notification of any Special Membership Meeting to the Membership at least one week in advance of the Meeting. The notification shall explain the nature of the business to be conducted at the meeting.

C. A measure shall pass by the Members with a simple majority.

D. A quorum for conducting business at a Regular or Special Membership Meeting shall be four (4) Board Members.

I. Meetings of the Board of Directors.

A. Regular Board of Directors Meetings.

1. The Board of Directors shall determine the time and location of all Regular Board of Directors Meetings.

2. Any business may be brought before the Board at a Regular Board of Directors Meeting with the exception of any action reserved for Meeting of the Membership.

B. Special Board of Directors Meetings.

1. Special Board of Directors Meetings may be called by the Board at any Regular Board of Directors or Membership Meeting.

2. The business conducted at a Special Board of Directors Meeting shall be limited to the purpose as stated when the Meeting was called.

C. A quorum for conducting business at a Regular or Special Board of Directors Meeting shall be four (4) Board Members.

D. All Regular and Special Board of Directors Meetings are open to Members.

E. Attendance of nonmember guests at a Regular or Special Board of Directors Meeting shall be approved by majority vote of the Board.

Article 7

Committees

I. The Standing Committee of the Club shall be the “Bear’s Care Committee.”

A. Members of this Committee shall be made up of the Board of Directors.

B. This Committee is charged with the selection of charitable organizations to receive donations from the Club.

II. Additional committees shall be designated by the Board.

III. The Vice-President shall be an at-large member of all committees.

Article 8

Symbols and Trademarks

I. The Club reserves the right to use names, symbols, and marks developed for the Club.

II. The Board shall pursue legal protection for these items.

III. The power to license, sell, or distribute these items shall remain with the Board.

Article 9

Parliamentary Authority

The rules contained n the 1990 edition of Roberts Rules of Order, Newly Revised shall govern this organization in all cases in which they are applicable and in which they are not inconsistent with these Bylaws and any special rules the Club may adopt.

Article 10

Amendments to Bylaws

I. Proposed changes shall be submitted in writing for approval by the Board of Directors.

II. After approval by the Board of Directors the proposed changes and a ballot shall be mailed to all voting Members one month before the voting deadline to be designated by the Board not to exceed two months from the date of submission.

III. Amendments shall pass by a two-thirds majority of the ballots received by the voting deadline.

Article 11

Dedication and Dissolution

I. The property of the Club is irrevocably dedicated to charitable purposes, and no part of the net income or assets of this organization shall ever inure to the benefit of any private person.

II. Dissolution.

A. The Club may be dissolved at any time by the written consent of not less than two-thirds of the Members.

B. On the dissolution or winding up of the Club, any assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation shall be distributed by choice of the Board of Directors to any nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and and which has established tax exempt status under Internal Revenue Code, Section 501 (c)(3).