Constitution and By-Laws

ARTICLE 1 - NAME: The name of this association shall be SANTANONI CLUB Ltd. The territory in which its operation is principally to be conducted is the Adirondack Park , Hamilton County and Essex County , New York . The association shall hereinafter be referred to as "the CLUB." Immediately upon becoming a member (and including the member's immediate family, and any and all guests of said member) of the Club, said member does swear to abide by the Constitution of the United States, the Constitution and laws of New York State , and the Constitution, bylaws, and rules and regulations of the Santanoni Club Ltd.

ARTICLE 2 - OBJECTIVES: The purposes for which this Club was organized are to conserve, restore and manage the game, fish and other wildlife and its habitat in Santanoni and its environs; to seek and procure better fishing and hunting for sportsmen; to promote and maintain friendly relations with landowners and sportsmen; to educate youth in the proper use of firearms; to cooperate in obtaining proper respect for, and observation of the fish and game laws. Further, to promote outdoor sports and recreation in balance with the environment within this club and with similar organizations. Further, to perpetuate as far as possible, the opportunity and the facilities for hunting, fishing, andother recreational activities. The Club shall operate without individual profit, shall be non-political and non-sectarian.

ARTICLE 3 - MEMBERSHIP: Section 1: Any citizen of the United States of suitable character and interest may become a member of the Club. To become a member of the Club, a person must be proposed by a member of good standing to the Membership committee. The Membership Committee shall consider the character and interest of the proposed member and shall either accept such member or refuse to accept such member. The sponsoring member shall be notified of the decision of the Membership Committee. If  there is no vacancy in the Club at the time of such approval by the Membership Committee, the proposed member's name shall be placed on a waiting list, and he shall be entitled to membership as and when a vacancy in the Club occurs. The Board of Directors shall designate a Membership Committee and has the authority to waive sponsorship if the financial condition of the Club dictates. Section 2 : The membership will Include, without additional charge, spouses, children and/or dependents in the immediate family. Members children or dependents, ages 18-25, may be carried as Associate Members at a fee to be determined by the Board of Directors.Section 3 : Any member of the Club can be expelled from the Club for violation of the Club rules or a violation of the Conservation Laws or for a reason sufficient by the Club.Section 4 : By nomination and by majority vote of the members at any regularly scheduled meeting, any suitable person may be elected to honorary membership in the Club. Honorary members shall enjoy all the privileges and rights of the Club, but will not have any voice in the administration of the Club's affairs. A reduced dues assessment will be set by the Board of Directors.Section 5 : Any member with a camp on Club grounds, who leaves the Club, or becomes a member not in good standing, has ninety days to remove or sell the camp, after which time the camp becomes the property of the Club.Section 5(a) : To maintain the right to vote, to hold office, or to maintain land rights, a member must be in good standing with all dues, Fees, and assessments paid to date.Section 6 : A Club member must be on Club property when sponsoring a guest. Section 7 : The Sponsor of a new Member to be responsible for the new candidate's actions for one (1) year. Penalty to said sponsor, if new candidate fails to live up to Club's rules and regulations, will be unable to sponsor another candidate for one (1) year.

ARTICLE 4 - DUES: Section 1 : The dues of the Club shall be set yearly by the Board of Directors. Section 2 : Annual membership shall begin on September 1 st and expire on August 31 st of each year. Membership dues and camp fees must be received by the Club Treasurer prior to September l of each year. Camp taxes are due 30 days after receipt thereof. No membership card, button or key shall be issued until all dues, camp fees, taxes, or other assessments are paid in full to the Treasurer.

ARTICLE 5 - MEETINGS: Section 1 : The annual meeting of the Club shall be on the 1st Saturday in February. General Club meeting dates will be the 1st Saturday in June and the 3rd Saturday of September. Section 2 : The order of business at all Membership meetings shall be as follows; 1. Minutes of previous meeting 2. Reports of Officers 3. Reports of Committees 4. Unfinished business 5. New business 6. Adjournment Section 3 : Special meetings of the Club may be called by the Board of Directors, on the call of the President, or whenever seven (7) members in good standing shall request this of the President in writing, stating the object of the meeting; and provided that all members shall be notified of such meeting before the meeting date. Meeting notices must be postmarked at least one week prior to said meeting. Section 4 : All meetings shall be conducted according to parliamentary rules in which they are not inconsistent with the by-laws, and open discussion from the floor on all measures shall be permitted and encouraged.

ARTICLE 6 - QUORUM: Section 1 : At Membership meetings, 20% of Members in good standing shall constitute a quorum. When a quorum is attained, all members present shall be entitled to a voice and a vote. Majority vote shall decide all questions. All votes shall be cast in person and not by proxy. Section 2 : At meetings of the Board of Directors, a majority of the total members of the Board shall constitute a quorum, and a majority vote of the Directors present at such meetings shall prevail.

ARTICLE 7 - MANAGEMENT: The management of the Club shall be vested in the Board of Directors. The Board of Directors shall consist of the President, Vice-President, Secretary/treasurer, two elected directors and six appointed directors.

ARTICLE 8 - OFFICERS AND DIRECTORS: Section 1 : In the event a President of the Club does not succeed himself in office, such President shall automatically be a Director of the Club for a period of one year, subsequent to his leaving the office of President. The balance of the six Directors designated in Article 7 shall be appointed by the President. In the event there is no immediate past-President member of the Board of Directors, allof the six Directors shall be appointed by the President. The Elected Directors shall be elected by the General membership at theannual meeting according to the schedule in Article 8, Section 2. All Directors to attend all Director's meetings. Section 2 : All Officers and Elected Directors shall be elected by majority vote at the annual meeting in staggered elections accordingto the following schedule, and hold office for a period of three (3) years. The schedule for upcoming elections is as follows 2004 Annual Meeting - Election for President 2005 Annual Meeting - Election for Vice-President and one (1) Director 2006 Annual Meeting - Election for Secretary/Treasurer and one (1) Director Nominations for any office or elected Director position must be made at the September general meeting, or if any member wishes to run for elected office or elected Director he or she must submit his or her name to the Club Secretary no later than 60 days prior to theAnnual meeting in February. Section 3 : In the event of any vacancy in any office for any reason, with the exception of the office of the President, the Board of Directors shall appoint a member in good standing to fill the office until the next annual meeting, at which time, an election will be held to fill the unexpired term. Section 4 : Any member in good standing in the Club is eligible for nomination to be an Officer, Director, or elected Director of the Club, and may serve as Officer, Director, or elected Director if appointed. Section 5 : All Officers and elected Directors shall be elected separately, and by ballot.

ARTICLE 9 - DUTIES OF OFFICERS AND BOARD OF DIRECTORS: Section 1 : The Board of Directors shall have the power to manage all of the affairs of the Club and to make all contracts and agreements necessary for proper transaction of all business. The Board of Directors shall have exclusive jurisdiction over all matters pertaining to the care, conduct, control, supervision, and management of the Club and its finances. The Board of Directors shall authorize all expenditures and appropriations by the Club, provided that no single expenditure exceed the sum of $1000.00. No expenditure, with the exception of the Finch Pruyn lease, liability insurance, and taxes, may exceed $1000.00 for any one singular purpose, unless voted on at a regular meeting requiring a simple majority of members present. Section 2 : It shall be the duty of the Board or Directors to prescribe and publish rules regulating the use of the Club leasehold and regulating and protecting all other property of the Club. Section 3 : The Board of Directors shall meet for the transaction of business at the call of the President, or at the request in writing to the President of any two members of the Board. Section 4 : The Board of Directors shall report to the membership of the Club at all annual or other general Club membership meetings. Section 5 : Any Director who absents himself from three consecutive meetings of the Board, unless he shall offer at the next monthly meeting an excuse for his absence which is satisfactory to the Board of Directors, shall be doomed to have resigned as a Member of the Board, and the Board President shall immediately appoint a successor to fill the vacancy caused by such resigning Director. Section 6 : The Board of Directors shall have, in addition to its general powers, the following specific powers; (a) To appoint delegates to the different associations for which this Club may be a member, or for the purpose of conferring with any association or Club respecting any matter which this Club may be concerned. (b) To make rules for the conduct of the members of the Club and for their use of the Club's property. To appoint ad hoc committeesas needed. (c) To fix and enforce penalties for the violation of rules and regulations by the general membership. (d) To prescribe rules for the admission of strangers or guests to the privileges of the Club (e) To call special meetings of the Club to consider special subjects. (f) To make, alter, and amend the rules for the Board's own government, and fix and enforce penalties for the violation of such rules (g) To prescribe additional duties for any of the officers, in addition to those herein set forth (h) The Board of Directors shall determine from time to time, guest fees, camp fees, and any other fees or assessments which the Board of Directors deems necessary in its purposes. (i): Recommend to the general membership at the annual meeting, if the financial condition of the Club permits, that the Secretary/Treasurer will not have to pay dues for the upcoming fiscal year. Section 7 : The officers of the Club, in addition to their general powers, shall, have the following specific powers and duties;               (a) PRESIDENT: The President shall preside at all meetings of the Club and Board of Directors and enforce all laws and regulations of the Club. He shall perform such other duties as shall be imposed upon him by a vote of the Board of Directors. The President shall, with any member, sign all written contracts and written obligations of the Club. The President shall have the power to appoint all necessary committees deemed necessary by him for the proper conduct of the Club               (b) VICE-PRESIDENT: In the absence of the President, his duties shall be performed by the Vice-President. In the event that the office of the President, becomes vacant, for any reason, he shall assume the office of the President for the unexpired term.               (c) SECRETARY/TREASURER: The Secretary/Treasurer shall keep the minutes and other official reports of the Club. He shall conduct the official correspondence of the Club. He shall keep all records, books, documents, and papers relating to the Club in such place as deemed by the Board of Directors. He shall perform such other duties as may be assigned to him. He shall keep account of all Moneys received by him and deposit the same within one week in the name of the Club in such bank as the Board of Directors shall deem fit. He shall not pay out any money of the Club except in such manner and for such purposes as shall be ordered at the regular meeting and by the Board of Directors as set forth in Article 9, Section 1, of this constitution. He shall pay all commitments of the Club by check, such checks to be signed and countersigned by an authorized person and himself, respectively. He shall give a report of all receipts and disbursements made by the Club at all meetings. At the end of each fiscal year, he shall submit his books for audit to the Board of Directors of the Club.

ARTICLE 10 - AMENDMENT: This Constitution and By-laws may be amended only as follows;Any proposed amendment must be submitted to the President in writing at least five weeks prior to any membership meeting. The Secretary shall mail a copy of any such proposed amendment to each member at least three weeks before such membership meeting. The amendment shall be submitted to the Board of Directors and to the membership for approval. A majority vote of the Board of Directors and a majority vote of the membership shall be necessary to make such an amendment effective. If the Board of Directors fails to approve the amendment, the membership may nevertheless approve the same upon a three-quarter vote of the members present and voting at the meeting.

ARTICLE II - COMPLIANCE WITH ESTABLISHED LAWS: All members shall abide by all provisions of Federal and State laws, the lease agreement between Finch, Pruyn and Co. Inc. and the Club, as well as these by-laws.

SANTANONI CLUB Ltd. CONSTITUTIONAL QUESTION (Q) Can a member vote by proxy when voting to change or amend the by-laws? (A) According to Article 6 members cannot vote by proxy. However, during the Board of Directors meeting on April 5, 1997, the Board of Directors determined that according to Article 10; "A majority vote of the membership shall be necessary to make such an amendment effective." Therefore: the Board of Directors determined that all members should have the opportunity to vote on amendments to the Constitution, and that proposed changes should be sent to all members to vote on whether in person, by phone, by mail or by proxy. The Board interpreted Article 6 to apply to general club business only and not to changes in the Constitution and by-laws.

PLEASE NOTE: Wherever any words are used in this document in the mascular gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply. Wherever any words are used in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply.