BE IT RESOLVED, that the Executive Board of the Pennsylvania State Sportsmen’s Association, under the authority of Article Nine of the Constitution of the Pennsylvania State Sportsmen’s Association, specifically, Section A of said Article Nine and Article I, Section lA of the By-Laws of said Pennsylvania State Sportsmen’s Association, does hereby amend and enact the said By-Laws as follows:

ARTICLE I - CORPORATE POWERS

Section 1: The corporate powers of this corporation shall be vested in the Board of Directors.

Section 2: Each member club, in good standing, shall select from their club’s membership, a delegate and an alternate delegate. The delegate, or in his absence, the alternate, shall be a member of the Board of Directors of the Pennsylvania State Sportsmen’s Association. The term of a Director is to be from one annual meeting to the next annual meeting.

Section 3: The Board of Directors are specifically empowered to delegate the direction of the affairs of this corporation between meetings to an Executive Committee consisting of five members, namely, the president, vice-president, secretary and treasurer, and the A.T.A. delegate, or, in the absence of the A.T.A. delegate, the alternate A.T.A. delegate. In the event the A.T.A. delegate is an officer of this corporation, then the alternate A.T.A. delegate becomes a member of the Executive Committee. This power is subject to the restriction on the Executive Committee provided for in Article XII regarding the amendment of these By-Laws.

Section 4: In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the members.

ARTICLE II - OFFICES

Section 1: The registered office of the corporation shall be at Valley Gun Club Property in Elysburg, Pennsylvania.

Section 2: The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE III - SEAL

Section 1: The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.”

ARTICLE IV - MEMBERSHIP

Section 1: The membership in the Pennsylvania State Sportsmen’s Association shall consist of club memberships.

Section 2: Club Memberships: Any club desiring to be a member of this corporation shall present to the secretary, or any officer of the corporation, a written application signed by its president and secretary, setting forth the name of its club, date of its organization, names of its officers and delegate, and the number of members comprising it which shall be acted upon at the first regular meeting of the corporation.

Section 3: The membership fee, on an annual basis, shall be five dollars ($5.00).

ARTICLE V - MEETINGS

Section 1: The annual meeting of this corporation shall be held at such time and place as may be agreed upon from year to year.

Section 2: The time and place of the annual meeting must be advertised in the annual State Shoot Program.

Section 3: Five (5) club delegates or officers of the Pennsylvania State Sportsmen’s Association shall constitute a quorum for the transaction of business at the annual meeting.

Section 4: In advance of any meeting of members, the Board of Directors may appoint judges of election, who need not be members, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, or on the request of any member shall, make such appointment at the meeting. The number of judges shall be one or three. On request of the chairman of the meeting, or of any member, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge of election.

Section 5: The officer or agent having charge of the membership books shall make at least five (5) days before each annual meeting of members, a complete list of the members entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of clubs represented by each, which list shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any member during the whole time of the meeting.

ARTICLE VI - OFFICERS

Section 1: The officers of this corporation shall be a president, a vice-president, a secretary and a treasurer and also the duly elected A.T.A. delegate or the alternate A.T.A delegate in the absence of the A.T.A. delegate.

Section 2: The officers and the A.T.A. delegate and alternate A.T.A. delegate shall be elected at the annual meeting.

Section 3: The A.T.A. delegate and the alternate A.T.A. delegate must be elected by vote of the A.T.A. members, both annual and life members, present at the annual state shoot. The election of the state delegate must take place on one of the last three days of the annual state shoot. No meeting for the election of the state delegate may start before 8:00 A.M. of any day or after 12:00 Noon of the last day of the annual state shoot.

Section 4: Any vacancy in either of the four offices may be filled by appointment by the remaining members of the Executive Committee. In the case of a vacancy in the office of the A.T.A. A. delegate, this office shall be filled by the duly elected, alternate A.T.A. delegate.

Section 5: The directors of the Pennsylvania State Sportsmen’s Association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action unless:

Section 6: Each person who is or has been a director or officer of this corporation, and each employee of the corporation acting in a managerial capacity, shall be indemnified by the corporation against expenses, including attorneys’ fees necessarily incurred by such person in connection with the defense or settlement of any claim, action, suit, or proceeding to which he is a party, alone or together with others, by reason of his being or having been a director, officer, or an employee acting in a managerial capacity of this corporation.

Each such person shall also be reimbursed by the corporation for any amounts paid by such person in satisfaction of any judgment or settlement in connection with any such action, suit or proceeding, unless the amount of such judgment or settlement is payable to the corporation itself or unless such person shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of his duties to this corporation.

The foregoing right of indemnification shall be in addition to any other rights to which such person may be entitled as a matter of law.

Section 7: Only the Board of Directors, as defined herein, shall be empowered to award compensation to any member of the Board of Directors for services rendered to the Board or to the P.S.S.A. Further, only those expenses which are approved in advance by the Executive Committee and which are necessary to the conduct of the business of the P.S.S.A., or representation of the P.S.S.A., on A.T.A. business or otherwise, shall be paid to a member of the Board or the A.T.A. delegate.

Section 8: The officers then elected shall respectively hold office until the close of the next annual shoot or until their successors are respectively elected. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board or Directors whenever in its judgment the best interests of the corporation will be served thereby.

ARTICLE VII - DUTIES OF OFFICERS

Section 1: The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and directors; he shall have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right to the directors to delegate any specific powers, except such as may be by statute exclusively conferred upon the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICO as a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.

Section 2: It shall be the duty of the Vice-President to perform the duties of the President in his absence.

Section 3: The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it. He shall also have the duty to certify to the A.T.A. office eligibility of member clubs for registered shoots.

Section 4: The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

Section 5: The A.T.A. delegate or his alternate shall represent the Pennsylvania State Association at all meetings of the A.T.A.

ARTICLE VIII - CLUB VOTING

Section 1: Voting at the annual meeting shall be done by the Board of Directors, as herein designated. The Board of Directors shall consist of the executive committee plus all member clubs subject to the rights, restrictions and privileges as set forth in these bylaws. One individual may be a delegate or an alternate for more than one member club, but in any event, he shall be entitled to only one vote and not one vote for each club he represents as a delegate or an alternate, and this vote is subject to the restrictions as set forth in Article VIII, Section 7 below.

Section 2: Each member club, in good standing, shall submit in writing the name of one delegate and one alternate delegate to the Secretary of the state association no later than June 1st each year. Each club is permitted one vote, subject to the restrictions in this Article VIII, Section 1 above, Section 7 below, and subject to the requirements of all other sections of these bylaws.

Section 3: Before a club is to be granted registered shoots for a new calendar year it must have paid its dues for the new year and all assessments levied against it. It must also certify that the club traps are installed and equipped to conform to the requirements of the A.T.A.

Section 4: Clubs delinquent for one full year in the payment of their dues or assessments will be dropped from membership.

Section 5: Clubs holding registered shoots must make reports to both the A.T.A. office and the office of the state secretary as promptly as possible. In no case may the reports be more than fifteen (15) days after the shoot. The A.T.A. rules call for a $25.00 fine for’ shoot reports made later than fifteen (15) days.

Section 6: The Board of Directors may suspend clubs and individuals for violation of state or A.T.A. rules

Section 7: Voting privileged granted under this Article to delegates appointed by member clubs can be exercised only if said member club meets all the requirements of these bylaws and fulfills at least one of the following requirements:

This Section 7 shall become effective at the annual meeting held in June of 1996.

ARTICLE IX - SUPERVISION OF SHOOTS

Section 1: The programming and supervision of all shoots sponsored and run by the Pennsylvania State Sportsmen’s Association shall be under the auspices and direction of ‘the Executive Committee.

Section 2: In all such shoots, to be eligible for State Trophies, a person must be a resident of the State of Pennsylvania for six (6) months prior to the State Shoot and must meet the target requirements as required by the P.S.S.A.

ARTICLE X - MISCELLANEOUS PROVISIONS

Section 1: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 2: The fiscal year shall begin the 1st day of January each year.

Section 3: One or more directors, or members, may participate in a meeting of the board, or a committee of the board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

Section 4: The Executive Committee shall appoint an advisory committee of a number necessary to, as far as possible, represent all geographical areas of the state. The numbers and appointment of all persons serving on said advisory committee shall be at the sole discretion of the Executive Committee. The role of the advisory board in the affairs of the P.S.S.A. shall be enlarged or diminished at the sole discretion of the Executive Committee, but the advisory board shall, at the request of the Executive Committee, assist the Executive Committee in running the P.S.S.A. shoots, rendering advice to the Executive Committee regarding insurance, Federal and state employment laws, and such other matters as the Executive Committee in its discretion shall impose on said advisory board or each of its members.

ARTICLE XI - ANNUAL STATEMENT

Section 1: The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented by a certified public accountant and verified by a certified public accountant.

ARTICLE XII - AMENDMENTS

Section 1: These By-Laws may be amended or repealed, in whole or in part, by the vote of the members of the Board of Directors entitled to cast at least a majority of the votes, which all members of the Board of Directors are entitled to cast thereon, at any annual meeting of the members of the Board of Directors duly convened under these By-Laws.