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1521 Link Road
Manns Harbor, NC 27953
252-473-6655

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Bylaws of

Outer Banks Gun Club, Inc.

Article I
Name, Purposes, and Powers

1.1 NAME. The name of the corporation shall be: Outer Banks Gun Club, Incorporated, and commonly referred to, and herein, as the OBGC or Club.
1.2 Purposes and Powers. The purposes of the Corporation are:
  • To encourage organized firearms-shooting among the citizens of the United States and residents of the State of North Carolina, and to develop greater knowledge on the part of such citizens of the safe handling of firearms as well as improved marksmanship.
  • To undertake the performance of, and carry out, the acts and duties incident to the administration of the Corporation in accordance with the terms, provisions, conditions and authorization contained in these Bylaws.
  • To foster sportsmanship, honesty, good fellowship, self-discipline, team play, self-reliance, and patriotism.
  • To sponsor, promote and assist the development of young and inexperienced shooters in the community.
  • To employ and pay for the services of attorneys, accountants and other professionals to represent the corporation as the need may arise.
  • To educate and inform the general public about the benefits and responsibilities of gun ownership.
  • To support the aims, objectives, and goals of the National Rifle Association.
  • To have all of the common law and statutory powers of a nonprofit corporation, as well as those set out in these Bylaws, together with all the powers reasonably necessary to implement these purposes of the Corporation.
    • 1.3 OBGC OFFICER, DIRECTOR, and MEMBER CODE OF ETHICS:

      Membership in the Outer Banks Gun Club imposes a responsibility to uphold and further the Club's purposes and objectives as set forth in, and pursuant to, these bylaws and the resolutions and decisions of its Board of Directors. Members at all times should conduct themselves in a manner that reflects credit upon and enhances the reputation of the Club.

      The Board of Directors vests the President with the power to enforce these membership obligations by removing from membership, with concurrence of the Board, any member who, in their judgment, gives cause for dismissal. Such causes include, but are not limited to:

    • 1. Any material misrepresentation of service, employment, or any other credentials in application for membership, during the duration of membership, or when serving in any office in the OBGC.
    • 2. Any act intended to disrupt the existence or unity of the OBGC.
    • 3. Any act that violates the Club’s Bylaws, such as using one's position in the Club to suggest or promote business, personal, political, policy, religious, or social agendas.
    • 4. Any act that misrepresents the Club's non-profit, non-political, educational charter, including any act that brings public disrepute or embarrassment upon the Club, or seeks to undermine the purposes or programs of the Club.
    • 5. Any defamation, vilification, or deceitful act, false accusation, calumny, or slander or libel against the Club, its officers, or its members.
    • 6. Any misrepresentation or use for purposes other than the stated purposes of the Club of the OBXC name, symbols, icons, trademarks, certificates, purposes, activities, membership or member data, of the Club including any act, assertion, or implication of, affiliation with, sponsorship of, or approval by the Club not permitted by the OBXC.
    • 7. Any act in violation of a fiduciary or other trust exercised on behalf of the Club.
    • 8. Any violent or felonious, violations of U.S. federal, state, or local laws or any prosecutable or indictable acts, at the discretion of the Board of Directors, whether or not related to the OBGC.
    • 9. Any conflict of interest or appearance of a conflict of interest with the Club’s bylaws, charter, purposes, neutrality or objectives if not resolved immediately and satisfactorily upon notification and concurrence of the President.
    • 10. Failure to comply with safety, range, and/or Club rules and regulations.
    Article II
    Membership and Dues

    • 2.1 Membership: Any citizen or legal resident of the United States who is of the age of fourteen or more and who has never been convicted of any felony or any crime of violence, including a misdemeanor assault of any kind, or any crime of moral turpitude, or any crime involving illegal drugs in any jurisdiction, and is not currently subject to any domestic violence order of protection as a named defendant, and has never been adjudged an incompetent by any court or mental health authority of competent jurisdiction within the United States or its territories and has not been involuntarily committed to any state or federal institution based on a mental health diagnosis as presenting a danger to him/herself or others and is not disqualified, barred, or otherwise prohibited from purchasing, possessing, or using any class of firearm due to any official finding or other determination of unsuitability by any authority of competent jurisdiction, and that if a veteran, has never been discharged or dismissed under dishonorable or other than honorable conditions and who otherwise is of good character and morals may apply to become a member of the corporation. Said individual shall submit a membership application together with the required dues and initiation fee as set by the Board of Directors. Said applicant must agree in writing to abide by the rules and regulations of the Corporation and authorize the conduct of a suitability background check, and must execute the Corporation’s standard waiver. The application shall be subject to approval of the Board of Directors.
    • 2.2 Classes of Membership: There shall be three (3) classes of membership:
    • 2.2.1. Regular Membership: Individuals who are at least eighteen (18) years of age.
    • 2.2.2. Junior Membership: Individuals who are at least fourteen (14) years of age but less than eighteen (18) years of age.
    • 2.2.3. Honorary Membership: Noteworthy individuals who have supported the shooting sports and/or the efforts of the Corporation.
    • 2.3. Voting: Only Regular members may vote at any membership meeting, or hold elective office in the Corporation.
    • 2.4. Dues: The dues for membership in the Corporation shall be established by the Board of Directors. Dues shall be payable on or before the anniversary date of the membership year. Any dues not paid by a member's anniversary date shall result in the loss of membership for the delinquent member, with a resulting loss of privileges and the use of the facilities. to be re-instated, the delinquent member shall submit a new application form and the required dues and initiation fee. honorary members shall not be required to pay dues or other assessments.
    • 2.5. Initiation Fee and Special Assessments: Initiation fees may be set by the Board of Directors. Likewise, the Board of Directors may impose a Special Assessment to be paid by all members, other than Honorary Members, to pay for the cost of any capital program recommended by the Board of Directors and approved by the membership.
    • 2.6. Termination of Membership:
    • 2.6.1. Membership in the Corporation may be terminated by the Board of Directors for any one of the following reasons:
    • 2.6.1.1. To correct an erroneous granting of membership.
    • 2.6.1.2. In the event a member shall be convicted in any jurisdiction of: any felony, or any crime of violence, or of any crime of moral turpitude, or any crime involving illegal drugs.
    • 2.6.1.3. In the event a member shall fail to pay dues or other special assessments.
    • 2.6.1.4. In the event a member shall commit a gross violation of safety rule or shall engage in gross misconduct or unsportsmanlike behavior.
    • 2.6.1.5. In the event a member shall be guilty of theft or damage to the property of the Corporation or another member, guest or visitor.
    • 2.6.1.6. In the event a member shall engage in behavior or activities which are contrary to the stated purposes of the Corporation.
    • 2.6.1.7. In the event a member shall engage in any form of discrimination.
    • 2.6.1.8 In the event a member shall become otherwise ineligible for basic membership as detailed within Section 2.1.
    • 2.6.1.9 In the event a member shall violate the Corporation’s Code of Ethics.
    • 2.6.2. Termination of membership shall be accomplished either by the on-record filing of a complaint by any member of the Board at any duly held meeting of the Board, or by the filing of a formal written complaint against a member, signed by any member in good standing, a copy of which, or notice of a Board Member complaint, shall be given to the accused member and the Secretary. The complaint shall be supported by documentary evidence or one or more affidavits. The Secretary shall immediately place the matter on the agenda for the next meeting of the Board of Directors, or the President of the Corporation may call a special meeting of the Board of Directors for the purpose of attending to the complaint. The accused member shall be entitled to be present at said meeting, with counsel if so desired, and shall otherwise be accorded due process of law. The matter shall be decided by a majority vote of the Board of Directors, who may conduct their deliberation in secret. The President of the Corporation may suspend the membership privileges of a member pending the findings of allegations brought against a member pursuant to Section 2.6 of these Bylaws.
    • Article III
      Meeting of Members and the Board of Directors

    • 3.1. General Membership: A regular meeting of the members of the corporation shall be held in the principle office of the Corporation on the first Wednesday of February and the first Saturday of August of each year and at other times as may be called by the President or the Board of Directors for the purpose of conducting such business as may be brought before the Board of Directors. The President or Board of Directors may restrict attendance at General Membership meetings to members in good standing.
    • 3.2. Special Meetings: Special Meetings may be held from time-to-time to consider or actupon such matters as may be properly raised. Special Meetings may be held when called for.
    • 3.2.1.By the President.
    • 3.2.2.By a majority of the Board of Directors; or
    • 3.2.3.In writing by ten-percent (10%) of the members entitled to vote on the issue proposed.
    • 3.3. Bi-annual Nomination Meeting: Bi-annual General Membership meetings are to be held on the first Saturday in the month of August for the purpose of selecting candidates to run for positions on the Board of Directors.
    • 3.4. Notice of Meetings: Notice of general meetings shall be placed on the master schedule and posted on the bulletin board at the principal office of the Corporation. Notice of Special Meetings shall be posted on the bulletin board at the principal office of the Corporation and shall be advertised in a local newspaper or within the Corporation's newsletter at the discretion of the President. Said notices containing the date, time and location of the meeting shall be posted no less than seven (7) days or more than forty-five (45) days in advance of the meeting called.
    • 3.5. Quorum: At any meeting of the members, any number of the regular members entitled to vote who are present in person shall constitute a quorum of the membership for all purposes except the bi-annual general election of corporate officers. in the case of a Special Meeting, only those matters specified in the notice of the meeting may be acted upon. If a quorum is not present, the meeting may be recessed by the Chairperson in which case a new Notice of meeting shall be made and a new meeting scheduled.
    • 3.6. Organization: The President, or in his/her absence, the First Vice President, shall serve as the Chairperson and shall preside over all meetings of the Corporation. The Secretary of the Corporation shall act as Secretary at all meetings of the Corporation; provided, however, in the Secretary's absence, the chair may appoint a secretary for the meeting of the Corporation.
    • 3.7. Voting: Each member in good standing of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the members. Voting shall only be permitted when a quorum of members is present. A simple majority of votes cast by qualified members shall constitute the act of all the members on that matter, unless the vote of greater number is required by law or the Articles of Incorporation or the Bylaws of the Corporation. Cumulative voting is prohibited.
    • 3.8. Action By Written Ballot: Unless otherwise prohibited by these Bylaws or the Articles of Incorporation, any action that may be taken at any meeting of the members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. The written ballot shall set forth the proposed action, shall provide the opportunity to vote for or against each proposed action, and shall indicate the time by which the ballot shall be received by the Corporation in order to be counted. A simple majority of ballots cast shall determine the outcome of the proposed action.
    • 3.9. Proxy Voting: Voting by proxy is prohibited.
    • Article IV
      Board of Directors

    • 4.1. Number and Term of Office:The Corporation shall be managed by a Board of Directors comprised of not more than five (5) and not less than five (5) voting members who shall function as the Executive Board and who shall be entitled to act on behalf of the corporation in all business and financial transactions in which the Corporation may lawfully engage. The Executive Board shall consist of a President, First Vice President, Second Vice President, Secretary, and Treasurer. The Executive Directors shall appoint two (2) Members-at-Large to the Board who shall serve in an advisory and non-voting capacity. In the event that the number of Executive Directors shall be less than five due to illness, death, resignation or removal of one or more of the Directors, the remaining Executive Directors shall call a special meeting in accordance with the notice requirement as set forth in Section 3.4 of the Bylaws to fill the vacancies on the Board. Replacement directors shall be qualified regular members in good standing of the Corporation and shall be appointed by the Board of Directors. A Director appointed by this procedure shall finish the term of his predecessor and shall not be an incumbent at the next regularly scheduled election the Corporation shall hold. A replacement Director shall, however, be able to stand for election should he or she elect to do so. The term of the Board of Directors shall begin on the first day of October and end two (2) years from that date. The prior President is invited by the newly elected Board to serve as a non-voting member of the Board of Directors in recognition of his/her service to the Corporation and shall act in an advisory role to the current board.
    • 4.2. Meetings: The Board of Directors shall hold meetings, from time-to-time, without notice, at the principle office of the Corporation or other mutually agreed locations at such times and date as may be required to conduct the business of the Corporation. Special Board Meetings may be called by the President or any two(2)Directors upon a three-day (3) notice to each Director.
    • 4.3. Quorum: Three or more Directors in office and present immediately before a meeting shall begin shall constitute a quorum for the transaction of business. Every action or decision done or made by a majority of the Directors present at a duly held meeting shall be regarded as the act of the Board of Directors. In the event of illness, infirmity, or emergency, a Director may attend a meeting via telephonic communication when his/her identity is verified by the Chairman and with the concurrence of the other Directors present.
    • 4.4. Compensation: No Director shall receive compensation for his/her service as a member of the Board of Directors. The Board of Directors may authorize reimbursement to a Director for actual expenses incurred in the performance of his/her duties as a Director. A Director who performs services as an Attorney, Accountant or other professional representative may be paid for the reasonable value thereof.
    • 4.5. Action Without A Meeting: The Directors shall have the right to take any action in the absence of a meeting which they could take at a duly held meeting by obtaining a majority consensus of the Board of Directors. Such consent and action taken shall be officially recorded by the Secretary and shall have the same effect as though taken at a meeting of the Board of Directors and may be described as such in any writing.
    • Article V
      Corporate Officers

    • 5.1. Officers: The officers of the Corporation shall be and act as the Board of Directors.
    • 5.2Qualification of Officers:To qualify for office, candidates must have been regular members in good standing for a minimum period of three (3) full and consecutive years.
    • 5.3 Election of Officers: Each officer shall be elected from the qualified members of the Corporation. Nomination shall be accomplished by motion of a member in good standing made at the bi-annual Nomination Meeting to be held on the first Saturday in the month of August. The Officer leaving the office shall have the option of standing for election for a second term. No Officer that has served two consecutive terms on the Board of Directors shall be able to stand for election to a third consecutive term of that office. In the event no qualified candidate is nominated to succeed an incumbent officer, that officer may stand for election to a third or subsequent consecutive term of that office. Election shall be accomplished by placing a ballot bearing the name of each candidate for each office nominated as provided in this Section postage paid in a depository in the direct custody and control of the United States Postal Service along with the election newsletter addressed to each member with the return address of the Corporation printed thereon. The deadline for return of all ballots shall be September 20. The results of the Election of Officers shall be announced at a Meeting of the members held on the last Saturday in the month of September. The notice requirement for the announcement of election results shall be as set forth in Section 3.4 of the Bylaws. To ensure the continuity of leadership of the Corporation, the terms of office for Directors shall be separated by a period of one calendar year, with the terms of the President, First Vice President, Treasurer, and one Member-at-Large serving on one cycle and ending two calendar years from the date of their installation and the terms of office of the Second Vice President, Secretary, and additional Member-at-large serving on a separate cycle ending two calendar years from the date or their installation. The terms of office shall continue in this manner for two year cycles unless this procedure shall be amended at some later date by action of the Membership. The newly elected Officers shall take office on the first day of October in the year in which they are elected and the former Officers shall step down at that time
    • Article VI
      Powers, Authority, and Duties of the Officers

    • 6.1. Definition: The Officers of the Corporation shall be and act as the Board of Directors.
    • 6.2. Power, Authority and Duties of the Board of Directors: Subject to the provisions herein and applicable law, the Board of Directors shall have the power and authority to exercise all of the rights and power of the Corporation, including but not limited to, the following:
  • Adopt and enforce rules and regulations governing the use of the Corporation's facilities and resources, the personal conduct of the members, guests, and visitors thereon, and establish penalties for infractions thereof;
  • To suspend the membership and privileges thereof of a member during any period in which such member shall be in default in the payment of dues or other properly levied assessment, and to suspend the membership and privileges thereof of any member after notice and hearing, for infraction of published rules and regulations for a period of at least sixty (60)days, and to suspend the membership and privileges thereof, of any member, pending the outcome, of a duly filed complaint alleging a serious crime.
  • At its option, declare the office of a Director to be vacant in the event such Director shall be absent from three (3) consecutive meetings of the Board of Directors.
  • Employ managers, independent contractors, or other employees as is deemed necessary, and to prescribe their duties and compensation; provided, however, that any contract for professional management must contain a clause requiring not more than thirty(30)days' termination notice.
  • To impose and receive any payments, fees, or charges for the use, rental, or operation of the corporation's facilities, other than for services to members.
  • To have and exercise any and all other lawful powers necessary and proper for the governance and operation of the Corporation.
  • The Board shall supervise all officers, agents and employees of the Corporation to ensure their duties are properly performed.
  • The Board shall fix the amount of annual dues at least three(3)months in advance of each fiscal year pursuant to the provisions set forth in these Bylaws. The Board shall send written notice of any changes in dues and the assessment of special charges to every member at least thirty(30)days in advance of the charges thereof.
  • To approve any single expenditure of the Corporation exceeding four hundred dollars ($400.00)
  • To procure, maintain, and pay premiums on insurance, and to equitably assess the members for their prorate portion of such expense. The Board shall procure and maintain, at all times, adequate and sufficient insurance to protect the Corporation, its facilities, resources, and Officers. Said insurance shall, at a minimum, include hazard coverage on any property owned and/or leased by the Corporation, Liability Insurance to protect the Corporation, and an Officers and Directors Insurance policy, or Bond, covering the financial responsibilities of all Officers and Directors.
    • 6.3. Committees: Except as otherwise provided for herein, the President or the Board of Directors may, at any time, define the need for any committees of the members and the duties there of, and may select the person(s) to serve thereon. Membership on committees of the Board of Directors shall be limited to members in good standing. all actions of any committee shall be subject to approval by the appointing authority unless the Board shall specifically authorize the committee to exercise the Board's authority beforehand.
    • 6.4. Officers:
  • President: The President shall preside at all Board and general membership meetings. He/she shall ensure that all orders and resolutions of the Board are properly executed. He/she shall sign all leases, mortgages, deeds and other written instruments and he/she shall co-sign all promissory notes and he/she shall co-sign all checks in excess of one-thousand dollars ($1000.00). The President shall appoint the members that will serve as the Chair of all special committees. The President shall appoint such committees and chairs thereof, as may be necessary to administer and promote the various programs offered by the Corporation. The President shall assume the responsibilities normally assumed by an organization's recording secretary, Which additional duties shall cease upon the appointment of a corresponding secretary. If required by the Dare County Commissioners or the Dare County Manager, the President shall serve as the Corporation's Liaison to the County of Dare.
  • First Vice President: The First Vice President shall act in the place of the President in the event of his/her absence, infirmity, death, removal, or his/her inability or refusal to act and shall exercise and discharge such other duties as may be required by the President.
  • Second Vice President: The Second Vice President shall act in the place of the First Vice President in the event of his/her absence, infirmity, death, resignation, removal, or his/her inability or refusal to act and shall exercise and discharge such other duties as may be required by the President.
  • Secretary: The Secretary shall record the votes and keep the minutes of all meetings and the proceedings of the Board and of the members; he/she shall keep the corporate seal and affix same on all papers requiring said seal; he/she shall serve notice of meetings of the Board and of the members; he/she shall keep appropriate, accurate and current records showing the members of the Corporation along with their address; he/she shall keep a list of all committees of the Board of Directors and other committees established by the President and the members thereof, and he/she shall perform such other duties as are required by the president and/or the Board of directors.
  • Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Corporation and shall disburse such funds as may be directed by the Board; he/she, along with the President, shall co-sign all promissory notes and checks exceeding one-thousand dollars ($1000.00). The Treasurer shall ensure that all Directors and employees of the Corporation receive the Board's approval of any single expenditure of the Corporation exceeding four hundred dollars ($400.00). The Treasurer shall keep proper books of account and he/she shall cause an annual audit of the corporation's books to be made by an in-house committee appointed by the Board of Directors or by a duly licensed accountant at the completion of the fiscal year, and he/she shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at a regular meeting.
  • Removal Any officer may be removed with or without cause by a vote of at least sixty-seven percent (67%) of all members present, in-person, and entitled to vote at any meeting of the members called for that purpose pursuant to Section 3.1 and 3.2 of these Bylaws, at which a quorum is present and his/her successor shall be appointed pursuant to Section 4.1 of these Bylaws.
  • Article VII
    Books and Records

  • 7.1. The books, records and papers of the Corporation shall at all times, during reasonable business hours, be subject to inspection by any member in good standing. The Articles of Incorporation, these Bylaws, and the minutes of all meetings shall be available for inspection by any member in good standing at the principle office of the Corporation, where copies may be purchased at reasonable cost.
  • Article VIII
    No Personal Liability

  • 8.1. To the fullest extent permitted by applicable law, no Officer or Director of the Corporation shall have any personal liability arising out of any action whether by or in the right of the Corporation or otherwise for monetary damages for breach of any duty as an Officer or Director. This section shall not impair any right from the Corporation that an Officer or Director may now or hereafter have. Any repeal or modification of this section shall be prospective only and shall not adversely affect any limitation hereunder on personal liability of an Officer of an Officer or Director with respect to acts or omissions occurring prior to such repeal or modification.
  • Article IX
    Limitations on Payment of Corporate Assets

  • 9.1. In accomplishing its purposes and objectives, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, directors, or any other private person except that: (I) the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its stated purposes; and (II) the corporation may rebate to its members any excess assessment previously paid. Notwithstanding any other provisions of this section, the Corporation shall not carry on activities not permitted to be carried on by a corporation exempt from federal income taxation under Section 501(c)(7) of the Internal Revenue Code of 1986. as amended, or the corresponding provisions of a future United States Internal Revenue Code (the "Code"). In the event of 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 assets of the Corporation exclusively for the purposes of the Corporation to such organization(s) under Section 501 (c) of the Code as the Board of Directors shall then determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in Dare County, North Carolina, exclusively for such purposes and such organization(s) as are set forth above.
  • Article X
    General Provisions

  • 10.1. Amendments: Except as otherwise provided herein, these Bylaws may be amended or repealed and new Bylaws may be adopted only by a majority affirmative vote of all members of the Corporation which are cast in person or by written ballot at any meeting of the members called for that purpose at which a quorum is present.
  • 10.2. Corporate Seal: A seal with the words "OUTER BANKS GUN CLUB, INC." on the outer circle and the date 1995 within the circle shall be the corporate seal of the Corporation and shall be in the custody of the Secretary.
  • Certification

    I, George Cain, do hereby certify that I am the duly elected and acting Secretary of OUTER BANKS GUN CLUB, INCORPORATED, a North Carolina corporation, and that the foregoing Bylaws constitute the official Bylaws of the Corporation, as duly amended and adopted by the Members and the Board of Directors thereof, at a meeting held on the 4th day of February, 2015.

    GEORGE CAIN, SECRETARY

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    Last Updated: February 2015