AMENDED AND RESTATED BYLAWS OF
NEBRASKA FIREARMS OWNERS ASSOCIATION
ARTICLE I
NAME
Section 1. The name of the non-profit corporation is the Nebraska Firearms Owners Association (the “Association”).
ARTICLE II
PURPOSES
Section 1. The Association is organized to: (1) protect and defend the rights of citizens of the State of Nebraska to acquire, possess, transport, carry, transfer ownership of, and enjoy the right to use arms; (2) promote public safety, law and order; (3) provide a consistent and unified voice for Nebraska firearms owners, including as it relates to firearms legislation at the state and local level; and (4) educate citizens in the State of Nebraska in the safe handling and efficient use of firearms. The Association may take all actions necessary and proper in furtherance of these purposes and objectives.
Section 2. The Association may have such offices, within or without the State of Nebraska, as the Board of Directors may designate or as from time to time may be necessary or convenient for the conduct of the Association’s affairs.
ARTICLE III
MEMBERS
Section 1. Membership. Unless permitted by the Board of Directors, membership in the Association shall be divided into four classes: General Members, Associate Members, Benefactor Members and Youth Members (each a “Member” and, collectively, the “Membership” of the Association). Members of the Association are not assessed annual dues. Membership is considered perpetual unless a Member notifies the Association of such Member’s desire to terminate membership or if the Board of Directors determines to remove a Member at the Board of Director’s discretion.
“General Members” may include anyone who is a resident of Nebraska, and a firearms owner. General Members who no longer meet any of these criteria automatically forfeit their membership.
“Associate Members” may include anyone who is not a resident of Nebraska but who has an interest in supporting the Association’s cause. Associate Members have no right to vote on matters coming before the Membership of the Association.
“Benefactor Members” are those General or Associate Members that have decided to support the Association by voluntary paid membership. Current levels of Benefactor Membership are:
POWDER $10-$49
STEEL $50-$99
LEAD $100-$299
BRASS $300-$499
COPPER $500-$999
BRONZE $1000-$2499
SILVER $2500-$4999
GOLD $5,000-$9999
PLATINUM $10,000 – and up
Benefactor Members may renew their membership or upgrade their level at their discretion.
“Youth Members” are anyone who is a resident of Nebraska and not of age to be registered to vote in Nebraska. Upon attaining 18 years of age and registering to vote, a Youth Member may be converted to General Member status by making his/her eligibility for General Member status known to the Board of Directors. Youth Members have no right to vote on matters coming before the Membership of the Association.
Section 2. Annual Meeting. To the extent required by law, the Association shall hold an annual meeting of its Members at such time and place as is designated by the Board of Directors and stated in the notice of such annual meeting.
Section 3. Special Meetings. Special meetings of the Members may be called by the President, the Board of Directors, or the holders of at least ten percent (10%) of the voting power of the Association. The special meeting shall be held at such place, either within or without the State of Nebraska, and at such date and time as shall be stated in the notice of such special meeting.
Section 4. Notice of Meeting. Electronic, written or printed notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) business days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting, to each Member of record. If mailed, such notice shall be deemed delivered when deposited in the United States mail addressed to the Member at the address appearing on the books of the Association, postage prepaid.
Section 5. Waiver of Notice.
(a) A Member may waive any notice required by the Nebraska Nonprofit Corporation Act or these Bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the Member entitled to the notice, and be delivered to the Association for inclusion in the minutes or filing with the Association’s records.
(b) A Member’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.
Section 6. Fixing of Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of the Members or any adjournment thereof, or in order to make a determination of Members for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of the Members, such date in any case to be not more than seventy (70) days and, in the case of a meeting of the Members, not less than three business days prior to the date on which the particular action, requiring such determination of the Members, is to be taken. When a determination of the Members entitled to vote at any meeting of the Members has been made as provided in this section, such determination shall apply to any adjournment thereof.
Section 7. Quorum. Ten percent (10%) of the outstanding votes entitled to be cast at the meeting, represented in person or by proxy, shall constitute a quorum at a meeting of the Members. The holders (or their representatives) of a majority of the votes entitled to be cast at the meeting, even though less than a majority of the votes entitled to be cast at the meeting, may adjourn the meeting from time to time without notice other than an announcement at the meeting, until such time as a quorum is present. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. If a quorum is present, the affirmative vote of a majority of the votes represented and entitled to be cast at the meeting on the subject matter shall be the act of the Members, unless the vote of a greater number is required by law.
Section 8. Voting. Except as otherwise provided herein with respect to particular classes of Members with no voting rights, each Member entitled to vote shall be entitled to one vote on each matter voted on by the Members at a meeting of the Members.
Section 9. Informal Action by Members. Any action required to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the proposed action to be taken, shall be signed by Members holding at least eighty percent (80%) of the voting power. Such consent shall have the same force and effect as a unanimous vote of Members and may be stated as such in any articles or document filed with the Secretary of State under applicable law.
Section 10. Telephonic Meetings. Members may participate in a meeting of the Members by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 11. Electronic Voting Authorized. To the fullest extent permitted by applicable law, the Association may conduct meetings and voting by the Membership through electronic means on the Association’s website and shall provide meeting notices and other materials for consideration by the Membership on such website.
ARTICLE IV
DIRECTORS
Section 1. Powers. Subject to the limitations of the Articles of Incorporation of the
Association, the Bylaws and the laws of the State of Nebraska, the affairs of the
Association shall be managed by the Board of Directors.
Section 2. Number and Qualification. The Board of Directors shall consist of seven (7) voting directors. Upon a 2/3 vote of the Board of Directors, the number of voting directors constituting the Board of Directors may be modified, with the number of voting directors not to be less than five ( 5 ) nor to exceed seven (7) in any event. (effective Date January 29, 2020) An odd number of voting directors shall be maintained.
Section 3. Election and Term of Office. Voting Directors shall serve two year terms. Voting Directors shall be elected at each annual meeting of the Members occurring during an even numbered year. All voting directors shall serve until the next annual meeting of the Members at which an election of the voting directors is to occur and until their successors have been appointed and qualified.
Upon a 2/3 vote of the Board of Directors, the Board may appoint additional Directors, who will be “non-voting Directors” to fill necessary positions within the organization. The number of non-voting Directors shall not exceed two (2).
Section 4. Resignation. A director may resign at any time by giving written notice to the President of the Association, who shall advise the Board of Directors of such resignation. Such resignation shall take effect at the time specified or, if no time is specified, then upon receipt of the resignation by President. Acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal. A director may be removed by the Membership at any time, with or without cause, if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
Section 6. Vacancy. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the Board of Directors shall appoint a director from the Membership to serve the remainder of the term of the original director.
Section 7. Quorum. A majority of the voting directors shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. Except as otherwise provided herein, the act of a majority of the voting directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 8. Annual Meeting. An annual meeting of the Board of Directors may be held without notice other than this Bylaw immediately following adjournment of the annual meeting of the Members and shall be held at the same place as the annual meeting of the Members.
Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the President or at least a majority of the directors then in office, and shall be held at such place, either within or without the State of Nebraska, and at such date and time, as the notice may state.
ction 10. Notice. Notice of the date, time and place of special meetings shall be mailed or electronically mailed to each director at his or her last known address at least two (2) days prior to the date of holding these meetings. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
Section 11. Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the voting directors. Such consent shall have the same effect as a unanimous vote. The consent may be executed by the voting directors in counterparts.
Section 12. Voting. At all meetings of the Board of Directors, each voting director shall have one vote.
Section 13. Presumption of Assent. A voting director of the Association who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a voting director who voted in favor of such action.
Section 14. Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Association in any other capacity and receiving compensation therefor.
Section 15. Telephonic Meetings. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 16. Electronic Voting Authorized. To the fullest extent permitted by applicable law, the Association may conduct meetings and voting by the Board of Directors through electronic means on the Association’s website and shall provide meeting notices and other materials for consideration by the Membership on such website.
ARTICLE V
OFFICERS
Section 1. Number and Qualification. The Association shall have a President, Vice President, Secretary and Treasurer. All officers shall be elected by the Board of Directors.
Section 2. Reservation of Powers by the Board; Salaries. The Board of Directors shall exercise all the powers of the Association except those which are herein or by law delegated to specific officers. The Board of Directors shall approve the salaries of the officers and the staff employees of the Association. No officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Association.
Section 3. Duties and Authorities of Officers.
(a) President. The President shall be the chief executive officer of the Association. The President shall preside over all general and special meetings of the Members and the Board of Directors. The President may sign deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except where the signing and execution thereof shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
(b) Vice President. In the case of the death or absence of the President, or his/her inability to act for any reason, the Vice President shall perform the duties of the President.
(c) Secretary. The Secretary shall attend and keep minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be the custodian of Association records, have general charge of the minute books of the Association, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
(d) Treasurer. The Treasurer shall have charge and custody and be responsible for all funds and securities of the Association, receive and give receipts for all securities and monies due and payable to the Association from any source whatsoever, deposit all such monies in the name of the Association in such banks, trust companies, or in other depositories as shall be collected in accordance with the provisions of these Bylaws, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
ARTICLE VI
FINANCIAL MATTERS; WEBSITE
Section 1. Account Signatures. All accounts of the Association will be two (2) signature accounts requiring the signature of the President and the Treasurer.
Section 2. Payment of Expenses. All payment of expenses will be recorded on a reimbursement request and must be paid by an Association check. All expenses must be approved by a majority of the Board of Directors prior to the expense being incurred.
Section 3. Website. The Association’s website shall be set up and maintained by a Member appointed by the Board of Directors. This Member will serve as a nonvoting Director of the Website for an indefinite term unless the Member resigns, or is removed by a majority vote of the Board of Directors. The Moderation of the Online Community is not the responsibility of the Website Director. Moderation, upgrades, and management of the Online Community will be delegated to a Voting member of the Board of Directors. All website content, membership e-mail lists and domain names shall remain the sole property of the Association.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS AND INSURANCE
To the extent permitted by law, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Association, by reason of the fact that he or she is or was a director, officer, employee or agent of the Association against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
To the extent permitted by law, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another Association, partnership, joint venture or other enterprise or as a trustee, officer, employee or agent of an employee benefit plan, against expenses, including attorney fees, actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association.
To the extent permitted by law, the Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association against any liability asserted against him or her and incurred in such capacity or arising out of his or her status as such, whether or not the Association would have the power to indemnify him or her against such liability.
The indemnification provided for by this Article VII shall not be deemed to be exclusive of any other rights to which those indemnified may be otherwise entitled, nor shall the provisions of this Article VII be deemed to prohibit the Association from extending its indemnification to cover other persons or activities to the extent permitted by law or pursuant to any provision in the Bylaws.
ARTICLE VIII
AMENDMENTS
Except as otherwise provided by law or by specific provisions of these Bylaws, the Bylaws may be amended or repealed by the Board of Directors or by the Members at any annual, regular or special meeting of the Board of Directors or of the Members.
Amended by 2/3 majority vote of the Board of Directors January 29, 2020
ARTICLES OF RESTATEMENT
Pursuant to the Nebraska Nonprofit Corporation Act, Nebraska Firearms Owners Association, a Nebraska nonprofit corporation, executes the following Articles of Restatement:
FIRST: The name of the corporation is Nebraska Firearms Owners Association.
SECOND: The Corporation’s Articles of Incorporation have been amended and restated so as to read in their entirety as follows:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
NEBRASKA FIREARMS OWNERS ASSOCIATION
ARTICLE I
The name of the corporation is Nebraska Firearms Owners Association.
ARTICLE II
The corporation is a public benefit corporation. The period of duration of the corporation is perpetual.
ARTICLE III
The corporation is organized to: (1) protect and defend the rights of citizens of the State of Nebraska to acquire, possess, transport, carry, transfer ownership of, and enjoy the right to use arms; (2) promote public safety, law and order; (3) provide a consistent and unified voice for Nebraska firearms owners, including as it relates to firearms legislation at the state and local level; and (4) educate citizens in the State of Nebraska in the safe handling and efficient use of firearms. The Association may take all actions necessary and proper in furtherance of these purposes and objectives.
ARTICLE IV
The affairs of the corporation shall be conducted by a board of directors of not less than three members. The qualifications of members of the board of directors, their manner of selection, term of office and voting rights shall be determined by the bylaws.
The corporation shall be under the complete control of the board of directors, which shall be responsible for the administration and disposition of all of its real and personal property in accordance with the purposes for which the corporation has been organized.
ARTICLE V
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. The corporation shall be organized and operated exclusively for the promotion of social welfare and not for profit. Notwithstanding any other provisions of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law).
ARTICLE VI
Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation in accordance with the provisions of the Nebraska Nonprofit Corporation Act, exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated for substantially the same purposes as this corporation or exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent United States Internal Revenue Law), as the board of directors shall determine.
ARTICLE VII
The directors and officers of the corporation shall not be liable for the debts, liabilities, or obligations of the corporation, and the private property of such persons shall not be subject to the payment of corporate debts.
The corporation shall indemnify each person who serves or has served as a director or officer of the corporation to the extent permitted under the Nebraska Nonprofit Corporation Act. Moreover, any person who serves as a director or officer of the corporation shall be indemnified from and against any civil liability or damages for any act or omission which results in damages or injury if such person was acting within the scope of his or her official functions and duties as a director or officer (unless such damage or injury was caused by the willful or wanton act or omission of such director or officer).
However, the foregoing shall not apply to:
a. any breach of such person’s duty of loyalty to the corporation or its members;
b. any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or
c. any transaction from which such person derived any improper personal benefit.
ARTICLE VIII
The corporation will have members.
ARTICLE IX
The street address of the registered office of the corporation is 1020 12th Street, Syracuse, Nebraska 68446; and the name of its registered agent at such address is Chris M. Zeeb.
ARTICLE X
To the furthest extent permitted by applicable law, the board of directors is expressly authorized and empowered to make, alter or repeal the bylaws of the corporation without further consent or approval of the members.
THIRD: The foregoing Amended and Restated Articles of Incorporation were adopted on November 5th, 2000.