BYLAWS

OF

NEVADA SPORTING CLAYS ASSOCIATION

A NEVADA NON-PROFIT CORPORATION

CONSTRUCTION

The headings in these Bylaws are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of the bylaws or any provision thereof.

NSCA shall mean National Sporting Clays Association.

NRS shall mean Nevada Revised Statutes, as so amended.

IRC shall mean Internal Revenue Code, as so amended.

Whenever the singular number is used in the bylaws and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa. The terms "including" and "includes" shall mean a partial definition. The term "person" shall mean a natural person and any kind of entity. The term “resident” shall mean Nevada resident as defined by NRS.

These Bylaws may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

PURPOSE

Promote and encourage sporting clays and shotgun sports shooting.

Promote and encourage safe handling of firearms and personal safety.

Foster good sportsmanship and fellowship through the members.

Resolve all disputes associated with registered shoots within the state, when appropriate, exercising strict application of the NSCA rules governing registered shoots, shooter conduct and club responsibilities.

Ensure that all NSCA rules are strictly applied and adhered to, at all registered shoots within the state. When deemed necessary by the directors or when requested to do so by any member;

resolve any registered shoot schedule conflicts within the state.

Exercise fiduciary responsibility in the collection and safe keeping of all fiscal assets of the corporation.

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ARTICLE I - OFFICES

The principal office of the corporation in the State of Nevada shall be located in Carson City, the office of the resident agent. The corporation may have such other offices, within the state of Nevada, as the board of directors may designate or as the business of the corporation may from time to time require.

2. Registered Office.

The corporation shall have and continuously maintain in the State of Nevada a registered office and a resident agent whose office is identical with such registered office, as required by NRS 82.141(1). The registered office may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed by a resolution of the board of directors and by filing said resolution with the Secretary of the State of Nevada.

ARTICLE II - BOARD OF DIRECTORS

The business affairs of the corporation shall be governed and controlled by a board of directors, inclusive of the National Delegates, of not less than five (5) nor more than a number representing one (I) director per each thirty-five (35) members, who shall be elected by the members at each annual meeting of the members. Directors shall hold office for a term of two (2) years or until the next

annual members' meeting and/or until their respective successors are elected and qualified. In the event of failure to hold an election of directors at any annual meeting of members as provided herein, election of directors may be held at a special meeting of the members called for that purpose and/or by written consent of the members holding at least fifty-one percent (51%) of the voting power.

The board of directors shall have the right to increase and/or decrease within the limits above set forth the number of directors by a unanimous vote of the board of directors at a properly called meeting of the board of directors. In the event the number of directors is increased, the members shall elect the additional directors by a majority vote of the members at a properly called meeting and such additional directors shall serve until the next annual meeting of the members or until their successors are elected and shall qualify.

Directors must be a resident, a member in good standing with the NSCA and must shoot a minimum of three hundred (300) registered targets within the State of Nevada in each fiscal year that they serve as a director.

2. Recall of Directors

At any time upon the affirmative vote of two-thirds (2/3) of the members entitled to vote at the meeting whereat such action shall be proposed, any director may be recalled and removed from office. If any director shall be so recalled and removed from office, a successor shall be elected at the meeting at which the resolution of recall and removal is adopted to serve the balance of the term of such recalled director.

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3. Vacancies.

Except as otherwise provided by law, vacancies in the board of directors, creating an insufficient number of directors pursuant to Article II (1), may be filled by a majority vote of the remaining directors attending a meeting of the board of directors, if notice shall be given to the members and all of the remaining directors that such vacancy would be filled at the meeting. A director thus elected shall hold office for the ongoing term of his predecessor or until his successor is elected and qualified.

4. Board of Directors Meetings.

The directors shall hold an annual meeting without notice other than this bylaw, immediately after and at the same location as the annual meeting of the members. The directors may hold as many special meetings as may be necessary throughout the year to effectively manage the corporation and fulfill their fiduciary obligations to the corporation. Regular meetings of the Board of Directors are not required. In the event that both the president and vice-president are absent from any meeting, if a quorum exists, the directors present will elect a chairman for the meeting by majority vote. The chairman shall then conduct the meeting, the secretary will record the proceedings and the members will be notified of any and all actions taken, in the ordinary manner as prescribed by the bylaws.

5. Place of Special Meeting.

The directors may designate any place, within the state as the place of meeting for any special meeting called by the directors. A written waiver of notice signed by all directors entitled to vote at a meeting may designate any place or means, including telephonic for conducting a meeting as the place/means for holding such meeting.

6. Notice of Special Meeting.

Written or printed notice stating the place, day and hour of any special meeting and the purpose or purposes for which the special meeting is called, shall be delivered not less than fifteen (15) nor more than thirty (30) days before the date of the meeting, either personally, electronically or by mail, signed by the president or the secretary, to each director of record entitled to vote at such meeting. If mailed such notice shall be considered as delivered when deposited in the United States mail, addressed to the director at his last known address, with postage thereon prepaid.

7. Quorum.

A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board.

8. Manner of Acting.

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law and/or by these bylaws.

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9. Informal Action by Directors.

Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent to action in lieu of meeting, in writing, setting forth the action so taken, shall be signed by all of the directors and subsequently ratified by the members.

ARTICLE III - OFFICERS

1. Officers Enumerated Election.

The officers of the corporation shall be a President, Vice - President, Secretary and Treasurer, all of whom shall be elected by the board of directors, from the board of directors, at the annual meeting thereof, to hold office for the term of one year and/or until their respective successors are elected and qualified. The board of directors, if deemed beneficial to the corporation, may combine the offices of Secretary and Treasurer into one office.

The president shall exercise the usual executive powers pertaining to the office of president and preside at the meetings of directors and members. He shall execute all authorized instruments, documents and certificates on behalf of the corporation and in its name, all of which shall be valid and binding upon the corporation upon his signature. He shall see that all orders and resolutions of the board of directors are carried into effect. He shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a non-profit corporation.

3. Vice - President.

The vice-president shall have such powers and perform such duties as may be assigned to him by the board of directors. The vice-president shall be vested with the powers and perform the duties of the president at such times as the board of directors shall determine that the president is absent from his office or unable to perform his duties by reason of disability. The vice-president shall have the powers and perform the duties of the president when the president refuses to or is unable to perform his duties.

4. Secretary.

It shall be the duty of the secretary to keep the records of the proceedings of the directors and members; to attest all authorized instruments, documents and certificates when requested by the president to do so, to keep the corporate seal, if any, and affix the same to certificates and other proper documents; to keep a record of the issuance of certificates and to transfer the same; and to perform such other duties as the board of directors may from time to time designate.

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5. Treasurer.

The treasurer shall have the care and custody and be responsible for all funds and accounts of the corporation, and shall keep regular books of account in accordance with standard accounting practices. He shall deposit all funds and other valuable effects of the corporation in such depository or bank as designated by the board of directors. In addition to the foregoing duties and responsibilities, the treasurer shall have and perform such duties as the board of directors may from time to time designate. At such times that the board may request, the treasurer will submit a complete statement of the financial accounts of the corporation for the current shooting year.

Annually, at the end of the shooting year, the treasurer will submit the financial accounts for examination by committee. The committee will be appointed by the president at the annual meeting of members and shall consist of the vice-president and two directors. The vice-president will chair the committee and the committee will conduct their examination and prepare the financial report for presentation at the annual meeting. The treasurer will convey the findings of the examination committee and present the financial report, to the members, at the annual meeting and will deliver a copy to NSCA upon approval by the members.

The board of directors at any meeting may fill vacancies in any office, from the board of directors, regardless of cause.

7. Removal.

Any officer elected or appointed by the board of directors may be removed by the members whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the rights, if any, of the officer so removed.

The board of directors may from time to time appoint agents of the board of directors, from the membership, as it shall deem necessary or expedient, who shall hold their position for such term, and shall exercise such powers and perform such duties as shall be determined by the board of directors.

ARTICLE IV – NATIONAL DELEGATES

The members shall nominate, from the members in “Good Standing” with the NSCA, the individuals that will appear on the NSCA ballot as candidates for Nevada’s National Delegates to the NSCA. The members will deliver to the NSCA the names of the nominees, in a form as provided for by the NSCA or in a form consistent with such, previous to the deadline for ballot inclusion. Nominations not made in the manner as prescribed by the NSCA will not be endorsed by the corporation or its members and will be deemed invalid.

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ARTICLE V - MEMBERSHIP

1. Classification of Membership.

Any Nevada Resident or Nevada entity in good standing with the NSCA will be a member in good standing of this corporation in any of the following classifications. Individual Membership, Club Membership or Lifetime Membership. The board of directors may change the classifications and/or description of classifications from time to time, if needed, to remain consistent with the NSCA.

2. Annual Dues/Fees.

There will be no annual membership dues, required by the corporation, for any classification of membership. A fee of two cents ($.02) per target will be assessed for all registered targets shot in the State of Nevada. The fee is to be collected by the host club at all registered shoots. The host club will, within fifteen (15) calendar days, deliver the collected fees and supporting documentation to the treasurer of corporation at his official address, the treasurer will then deposit the collected fees to the corporations account within two (2) working days from receipt.

3. Voting Rights.

Each classification of membership shall be entitled to one (1) vote only, on any matter submitted to a vote of the members of the corporation. To maintain voting rights, an individual must have shot a minimum of one hundred (100) NSCA registered targets in the state of Nevada and a club must have thrown a minimum of one hundred (100) NSCA registered targets during the shooting year that the matter being submitted for a vote has been submitted.

4. Termination of Membership.

The board of directors, by an affirmative vote of not less than two - thirds (2/3) of the board of directors, for any violation of the NSCA rules and/or regulations or acts and/or conduct prejudicial to the best interests of the corporation, management or members may censure, suspend or expel a member. Sufficient notice, of not less than fifteen (15) calendar days, stating the intention of the board, the violation or improper acts and/or conduct constituting good cause as herein defined and the time, date and place of meeting shall be given to any accused member. Such member may appear at the meeting and present such evidence or make such arguments, as he may deem necessary in defense of himself. Such meeting will be governed by the applicable rules of the NSCA. The decision by the board of directors as expressed in any order and/or resolution of censure, suspension or expulsion, shall be final, and binding on such member. Any appeal of such decision must be made to and will be governed by the NSCA. The findings of the NSCA shall be final and binding on such member and the corporation.

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ARTICLE VI- MEETINGS OF MEMBERS

1. Annual Meeting.

The annual meeting of the members’ shall be held, without notice other than this bylaw, on Saturday during the State Shoot in each year, at the hour of five (5) o’clock p.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be or by mail in ballot.

2. Special Meetings.

Special meetings of the members may be called by the president, the board of directors, or not less than one - tenth (1/10) of the members having voting rights. Notice of special meetings stating the place, day and hour and purpose of the special meeting of members shall be posted on the corporations website not less then fifteen (15) days or more than thirty (30) days before the date of such meeting. The posting of the required information as herein defined will serve as sufficient written notification of the special meeting.

3. Place of Special Meeting.

The board of directors may designate any place, within the State of Nevada, as the place of meeting for any special meeting called by the board of directors and/or members.

4. Quorum.

Members representing one - tenth (1/10) of the membership which may cast votes at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting if a majority of the board of directors is present at such meeting.

5. Proxies.

At any meeting of members, a member entitled to vote may vote by proxy executed in writing, by the member, and notarized. The proxy must indicate the matter(s) being voted on as well as the vote, for or against. No proxy shall be valid after ninety (90) days from the date of its notarization.

6. Voting by Mail.

Where directors are to be elected by members, such election may be conducted by mail in such a manner, as the board of directors shall determine.

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ARTICLE VII - AMENDMENT OF BYLAWS

The bylaws may be altered or amended at any regular or special meeting of the board of directors at which all of the directors of the board at that time in office are present and voting therefore, provided at least thirty (30) days written notice is given to each director and member of the time, place and object of such meeting. The bylaws may also be amended at any annual meeting of the members by a vote of a majority of the members present in person or by written and notarized proxy. No amendment or modification of the Bylaws shall be effective except upon the unanimous consent of the Members.

ARTICLE VIII - BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and members, and shall keep at its registered office, a copy certified by the Secretary of State of its “Articles of Incorporation” and all amendments thereto, A copy certified by an officer of the corporation of its bylaws and all amendments thereto, a record giving the names and addresses of the board of directors, officers and members. Any director or officer or member may inspect all books of the corporation for any prudent purpose at any reasonable time.

ARTICLE IX- FISCAL/SHOOTING YEAR

The fiscal/shooting year of the corporation shall begin on the first day of January and end on the last day of December in each calendar year.

ARTICLE X - CORPORATE SEAL

The corporate seal, if any, shall be in the form as affixed to the signature page of these bylaws.

ARTICLE XI – GOVERNING LAW

The laws of the State of Nevada shall govern the corporation exclusively. The Bylaws, and the interpretation hereof, shall be governed entirely by its terms and by the laws of the State of Nevada, without reference to its choice of statutes, specifically NRS Chapter 82. If any Article /provision of these bylaws or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of the Articles/provisions and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by Nevada law.

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ARTICLE XII – STATE CHAMPIONSHIPS

The state championship shoot will be rotated among the member clubs, within the state, that meet all requirements as established by the board of directors. Any new member club that desires to host the state championship shoot will enter the rotation at the bottom of the list. A member club must have thrown a minimum of three hundred (300) NSCA registered targets in the previous shoot year and have a minimum of ten (10) operating clays shooting stations to host the state championship shoot. The board of directors will be the sole authority in determining that a club meets the requirements to host the state championship shoot. In the event of any conflict with the prospective host club, the board of directors in its sole discretion may change the shoot dates, award the shoot to the next eligible club or take such actions as the board of directors, in its discretion, may deem necessary under the circumstances. The state championship shoot must consist of, at a minimum, a two hundred (200) NSCA registered target main event thrown over two (2) consecutive days. The host club, at its discretion, may add any additional events within the scope of NSCA regulations either registered or non-registered At the end of the shooting year and/or at least one (1) month previous to the state championship shoot, all monies in the corporations account in excess of fifteen hundred dollars ($1500.00) will be delivered to the host club by the treasurer. The monies, in its entirety, must be returned to the shooters by means of enhancement to the trophy package and/or added purse money for the state championship shoot. The host club will, within fifteen (15) calendar days after the state shoot, deliver all supporting documentation accounting for the disbursements and expenditures of the monies, in its entirety, to the treasurer of corporation at his official address.

ARTICLE XII – MISCELLANEOUS

The corporation is a not for profit corporation operated for the exclusive benefit of the members of the corporation. No part of any proceeds of the corporation shall inure to the benefit of any member thereof. In the event of dissolution, any pro rata or members interest in and ownership of all of the assets of the corporation of any kind or character shall be distributed to the NSCA, a qualified organization under the IRC governing such qualified organizations. These bylaws represent the entire bylaws as approved by the NSCA and adopted among the members of the corporation, and they replace, in their entirety, all earlier bylaws as approved by the NSCA and/or adopted among the members, whether written or oral.

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The undersigned, as directors and representing all the Members of the Corporation, hereby agree, acknowledge and certify that the foregoing Bylaws constitutes the sole and entire Bylaws of the corporation, as approved by the NSCA and adopted by the Members of the Corporation.

NEVADA SPORTING CLAYS ASSOCIATION

ATTEST:

By: ___________________________                                         BY: _________________________

                            Joseph Winnicki Jr.                                                                       Thomas L. Clark

By: ___________________________                                         By: _________________________

                                    Maureen Daane                                                                        Nat Rainwaters

By: ___________________________                                         By: _________________________

                                            Adam Pinto                                                                 Donald R. Harmer