COSSA Constitution & Bylaws
Approved by COSSA Board of Directors, January 09, 2023. Approved by General Membership during February 2023 COSSA Elections.
ARTICLE I – GENERAL
Section 1: The name of the corporation shall be: Central Oregon Shooting Sports Association (acronym shall be COSSA).
Section 2: The duration of the corporation shall be perpetual.
Section 3: The corporation address shall be P.O. Box 1606, Bend, OR, 97709. Section 4: The registered agent of the corporation shall be the current President.
Section 5: The Constitution and By-Laws of the Central Oregon Shooting Sports Association (hereinafter referred to as COSSA, or the Association) shall be approved by majority vote of the general membership. Changes and updates to this Constitution and By-Laws may be approved by a unanimous vote of the COSSA Executive Board, in cases where a majority of the General Membership does not vote.
Section 6: The Association shall not discriminate on the basis of race, color, national or ethnic origin, age, religion, sex, handicap, or marital status in the administration of its policies.
ARTICLE II – PURPOSE
Section 1: This Association is formed as a mutual benefit not-for-profit organization to foster all shooting sports and serve the public of greater Central Oregon. COSSA’s primary goals are:
a. A multi-discipline shooting facility in Central Oregon in order to provide a safe place for both members and the general public to shoot.
b. Hunter/shooter safety education.
c. Good sportsmanship and fellowship among all members.
d. Good will toward the shooting sports among the public at large.
e. Preservation of the right of people to keep and bear arms.
ARTICLE III – PLAN OF OPERATION
Section 1: COSSA shall act as the umbrella organization and shall assist and cooperate with any local organization, as well as national and international organizations, to promote the shooting sports in our area.
COSSA will be made up of individual members and organizations devoted to the furthering of the shooting sports. Any individual members, clubs, or organizations that choose to become part of COSSA shall do so voluntarily and will agree to abide by the Constitution, and By-Laws and any future amendments to such, as well as other approved governing policies and guidelines, including, but not limited to, the COSSA Policy Manual and COSSA Safety Guidelines. The Board of Directors shall oversee the conduct of members and assure that they comply with COSSA policies, rules and regulations. Noncompliance may result in a loss of privileges or loss of membership.
Section 2: The work of the Central Oregon Shooting Sports Association shall not be conducted for private gain, although COSSA may collaborate with business organizations or individuals on projects of general public or Association interest and importance, when such projects are consistent with the general objectives of COSSA.
ARTICLE IV – DISSOLUTION
Section 1: The Association is a mutual benefit not-for-profit corporation and no part of its net earnings may inure to the benefit of its members, directors, or officers. The Association is organized for the purpose of fostering shooting sports activities and to engage in any other lawful activity for which corporations may be organized under the Oregon Not-for-Profit Corporation Statutes.
Section 2: Upon the permanent dissolution of this corporation, its assets, including funds and properties owned or becoming due to the corporation, shall be applied as follows:
a. All liabilities and obligations of this corporation shall be paid, satisfied and discharged.
b. Assets held by the corporation upon conditions requiring return, transfer or conveyance, which condition occurs by reason of dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
c. Any remaining assets shall be distributed to other clubs, corporations, or associations whose charter or reason of being is in accordance with the purpose and Constitution and By-Laws of COSSA.
ARTICLE V – MEMBERSHIP
Section 1: General membership in this association is open to any persons 18 years of age or older, who are citizens or legal residents of the United States. Privileges may also extend to immediate family members.
Section 2: General membership categories shall be Charter, Annual, Life, and Pioneer.
a. Charter memberships (enrollment closed, 31 December 1989) must be continuous and may not be transferred to other individuals.
b. Annual members renew each year, paying dues set by the Board of Directors. The Board of Directors may, by special arrangement, defer the dues of Annual members for continuing service to COSSA. This special arrangement shall be reviewed annually.
c. Life members enjoy all rights and privileges of General membership for life. The cost of the life membership shall be set by the Board of Directors and shall not be less than 20 times the prevailing annual single membership cost.
d. General members 75 years old and having continuous membership in COSSA for twenty years become Pioneer members. Pioneer members pay no dues.
Section 3: Annual or Life memberships may, by payment of additional dues set by the Board of Directors, extend to adult members of a family unit and minor children living at home.
Section 4: No General member of this Association shall be entitled to credentials bearing the name of the Association until their current dues have been paid.
Section 5: The Board of Directors may, by two-thirds vote, confer non-voting Honorary membership on individuals or organizations for exemplary service to the goals of COSSA.
ARTICLE VI – BOARD OF DIRECTORS
Section 1: The governing body of the Association shall be a Board of Directors, consisting of the elected Officers of the Association (Executive Board) (6) and designated Activities Directors representing the various shooting disciplines within COSSA.
Section 2: Each shooting discipline within COSSA shall designate an Activities Director with full authority to represent that discipline on the Board of Directors.
Section 3: The Board of Directors shall be responsible for setting COSSA policies and procedures, conducting all business affairs of the Association, and accountable to the General Membership for enforcing all rules, policies, and regulations of the Association. The Executive Board shall be responsible for resolution of issues related to Association personnel, appointments or disciplinary matters (7).
Section 4: The Board of Directors shall promote all nationally recognized shooting sports and encourage the formation of new shooting disciplines. Additional Activities Directors for new shooting disciplines may be added to the Board of Directors by majority vote of existing Board members.
Section 5: Unless specified otherwise, decisions of the Board shall be by majority vote.
The Association President shall vote only in case of ties.
Section 6: The Board of Directors shall approve any construction projects proposed for the COSSA range. All projects must be submitted to the Board for approval.
Section 7: The Board of Directors is empowered to negotiate contracts on behalf of the Association with shooting event sponsors and vendors. The Board shall set standards and requirements, including fees, for use of COSSA facilities.
ARTICLE VII – OFFICERS
Section 1: The officers of this association (Executive Board) shall be President, Vice President, Second Vice President, Secretary, Treasurer, and Director at Large. Officers shall be elected annually by majority vote by ballot of the General members in good standing. Ballots shall be counted at the annual meeting. Officers shall serve for one year, or until their successors are elected.
Section 2: Officers shall serve no more than three consecutive terms, unless approved by Board of Directors and upon election by the General membership.
Section 3: The responsibilities of the officers shall include, but not be limited to, the following:
President: Presides over all meetings of the Board of Directors and all meetings of the General membership, appoints and acts as ex-officio member of all committees, issues the call for regular or special meetings of the Board of Directors or Executive Board, schedules regular elections and assures they are held in accordance with these By-Laws, carries out the directives of the Board of Directors, acts as a focal point for general matters of the Association, and delegates responsibilities for specific matters to appropriate officers, directors and committees. The President shall, in addition to the ongoing specific powers and duties, have the general powers and duties of supervisory management and interpretation of policies usually vested in the office of the president of a corporation.
Vice President: Shall perform the duties of the President in the President’s absence or at the President’s request.
Second Vice President: Shall assume the duties of the Vice President, should the office become vacant.
Secretary: Shall record and keep minutes of all meetings of the Board of Directors and of the General membership. The Secretary shall give notice of special meetings as required by COSSA policies or these By Laws, shall conduct correspondence of the Association, and shall prepare any reports required by the Board of Directors.
Treasurer: Shall be responsible for all funds of the Association, shall collect monies due from Association members or from outside groups, and shall pay by check any financial obligations of the Association. The Treasurer shall keep an accurate record of Association funds and prepare regular reports for the Board of Directors. The Treasurer shall facilitate an annual audit of the financial records of the Association and prepare or cause to be prepared any tax returns due the Internal Revenue Service.
Director at Large: Shall act as sergeant-at-arms at all meetings of the General membership. The Director at Large shall see that the various shooting disciplines develop to the extent that interest by the General membership dictates and shall report to the Board of Directors on any aspect of shooting sports that may have been overlooked by the various Activities Directors.
COSSA Programs: As articulated in the COSSA Policy Manual, the COSSA Executive Board shall oversee the creation and operation of all COSSA Programs, including appointment or replacement of Program Coordinators.
ARTICLE VIII – QUORUM
Section 1: A quorum of the Board of Directors shall consist of a majority of Board members, including a majority of COSSA officers.
Section 2: A quorum at meetings of the General membership shall consist of five percent (5%) of the General members in good standing. Any matter before a General meeting at which a quorum is not present shall be submitted to a ballot for approval. Approval shall be in accordance with Article XVI of this document.
ARTICLE IX – VOTING
Section 1: Each General member in good standing shall have one vote. Family memberships shall have one vote for the family unit.
Section 2: Charter family memberships entitle the member and spouse one vote each.
ARTICLE X – DUES & FEES
Section 1: The cost of membership shall be determined by the Board of Directors.
Annual members in arrears on dues lose their member privileges until such dues are paid.
Section 2: The Board of Directors shall set range use fees for discipline activities and for use of COSSA range facilities by outside individuals or groups.
Section 3: Nonmembers using COSSA range facilities shall pay the prevailing day use fee, unless participating in an organized match.
Section 4: The Board of Directors may exempt law enforcement and educational programs from range use fees.
ARTICLE XI – MEETINGS
Section 1: The Board of Directors shall determine the schedule for meetings of the General membership. At least one annual meeting of the General membership shall be held for election of officers.
Section 2: Special meetings of the General membership may be requested by petition of five General members in good standing. The President shall call the special meeting, ensuring that prior written or telephone or email notice is given to all General members in good standing.
Section 3: The Board of Directors shall meet monthly, unless the Board agrees to cancel a meeting.
Section 4: Special meetings of the Board of Directors, or Executive Board may be requested by any two members of the Board and will be called by the President.
Section 5: General members may attend meetings of the Board of Directors. They shall have discussion rights, but may not vote on Board resolutions or motions.
Section 6: Meetings of the Board of Directors and of the General membership will be conducted according to Robert’s Rules of Order.
ARTICLE XII – VACANCIES
Section 1: Any member of the Board of Directors who is absent for three consecutive regularly scheduled meetings of the Board may be removed by two-thirds vote of the remaining Board members or by vote of the Executive Board.
Section 2: If the removed Board member is an Officer of the Association, the President shall appoint a replacement, with approval of the Board of Directors, who shall serve out the remainder of the officer’s term of office. If the removed Officer is the Vice President, the Second Vice President shall become Vice President. If the removed Officer is the President, the Vice President shall become President and the Second Vice President shall become Vice President.
Section 3: If the removed Board member is an Activities Director, the President shall appoint a replacement in consultation with the members of the shooting discipline affected, who shall serve as the new Activities Director for that discipline.
ARTICLE XIII – DISCIPLINARY ACTIONS
Section 1: Any Board member, who acts against the interests or goals of COSSA, may be disciplined - reprimanded, suspended, or terminated - by two-thirds vote of the Executive Board. Responsibility for investigating the conduct issues shall be the responsibility of the Executive Board. Termination of a COSSA Officer becomes effective when affirmed by majority vote at the next scheduled meeting of the Board of Directors.
Section 2: Any COSSA discipline that acts against the interests or goals of COSSA may be reprimanded, or have range privileges suspended or terminated by majority vote of the Executive Board, after discussion with the Board of Directors.
Section 3: Any COSSA member, who acts against the interests or goals of COSSA, may be reprimanded, or have their membership suspended or terminated by two-thirds vote of the Executive Board, after discussion with the Board of Directors.
Section 4: The Executive Board shall follow the grievance procedure contained in the COSSA Policy Manual.
ARTICLE XIV – DELEGATIONS
Section 1: Delegations to represent the Association at any conference, convention, meeting, or assembly shall be appointed by the President and approved by the Board of Directors.
Section 2: Delegates are authorized to exercise only those powers specifically vested in them by the Board of Directors.
Section 3: Reimbursement of expenses of delegates may be authorized by the Board of Directors.
ARTICLE XV – GENERAL FINANCES
Section 1: The Association shall maintain a checking account. The Treasurer and President, and such other officers as designated by the Board of Directors, shall have signature authority on the account.
Section 2: Disbursements for major items must be approved by the Board of Directors in advance.
Section 3: Range improvements shall not deplete the Association’s funds by more than 50 per cent (50%) in any calendar year.
Section 4: Proceeds generated by range fees for any match or shooting activity shall go into the general treasury and shall not benefit any single discipline, unless otherwise approved by the Board of Directors.
Section 5: Current financial reports of the Association shall be available to any General member in good standing, if approved by the President or the Board of Directors.
Section 6: An annual audit* of the Association’s financial records shall be performed by a certified accountant or through other accepted means designated by the President.
Financial Oversight: As a best practice, the Executive Board shall appoint one or more members of the Board of Directors, or some other designee, to have oversight responsibilities as a matter of regular review. The appointed Board Member(s) or other designees shall be granted full review access to all COSSA accounts and will serve with the Treasurer in completing the Annual Audit.
*Audit: At the direction of the Executive Board and the recommendation of the Treasurer, the audit will, minimally, take the form of a detailed financial review conducted by at least two Executive Board members, one or more members of the organization with financial expertise (and appointed by the Executive Board) and an outside observer. The Executive Board may also initiate a full financial audit conducted by a duly certified financial accounting entity, such as a certified public accountant. The Board will determine the annual date of the audit.
Section 7: The fiscal year of the Association shall be the calendar year.
COSSA Constitution and By-Laws
ARTICLE XVI – AMENDMENTS
Section 1: Amendments and revisions to this Constitution and By Laws shall be presented in writing to the Board of Directors.
Section 2: The Board of Directors, having first approved the proposed amendment or revision, shall present it for discussion at the next regularly scheduled meeting of the General membership.
Section 3: Provided no substantive changes are made to the proposed amendment or revision as the result of discussion at the General meeting, the proposed change shall be submitted to the General membership by mail or electronic ballot for approval.
Section 4: If as a result of General member discussion, the Board of Directors makes substantive changes to the proposed amendment or revision, it shall again be presented for discussion at the next regularly scheduled meeting of the General membership before balloting.
Section 5: To become effective the proposed amendment or revision must be approved by two-thirds of the General members voting.
This updated COSSA Constitution and By-Laws was approved by the COSSA Executive Board and the Board of Directors on January 09, 2023. It was subsequently put before the General COSSA membership at the February 2023 general meeting and approved by vote as part of the February 2023 general membership election.