ARTICLE I: NAME AND PURPOSE
1. The name of the organization shall be “Ukiah Pickleball Club”, hereafter “UPC” or the “Club”.
2. The Club's primary purposes are to:
2.1. Support the sport of pickleball in the greater Ukiah area of California for the enjoyment, health, and social engagement of all players by offering organized recreational and competitive play.
2.2. Ensure opportunities for the continued development of all players in a collegial and sportsmanlike environment.
2.3. Work collaboratively with community agencies and organizations to expand facilities as needed.
3. The Club is organized as a not-for-profit organization operated for pleasure, recreation, and other nonprofitable purposes under Section 501(c)(7) of the United States Internal Revenue Code, or corresponding section of any future tax code.
ARTICLE II: MEMBERSHIP
1. Eligibility: Membership shall be open to anyone who pays the required membership dues. There shall be no other precondition for membership, nor will members be required to join any national, state, or regionally affiliated organizations. Membership is available to all applicants without preference, limitation, or discrimination based on race, color, religion, sex, handicap, or national origin.
2. Dues: The Club's Board of Directors shall set dues appropriate to the needs of the Club on an annual basis.
3. “Members in Good Standing” are all members who are current in their payment of dues. Membership runs from January 1 to December 31 of each calendar year. Dues must be paid prior to the Club's Annual Meeting or shall be considered delinquent. There shall be no proration of dues for members joining after January 1 of any calendar year.
4. Any UPC member in good standing with UPC is entitled to participate in activities of the Club, which shall include the right to vote in all matters put before the general membership for a vote. Any member who has not paid Club dues to UPC as of the time such payment is due shall be deemed delinquent and removed from the membership roster.
5. All members of UPC shall abide by all UPC rules.
6. Each Member shall provide the Club with a current email address, and shall promptly notify
the Secretary of any change to that email address.
ARTICLE III: BOARD OF DIRECTORS
1. Duties of the Board of Directors
1.1. The Board of Directors shall establish the Club's policies and review and change them as necessary, supervise any contracts or contractors, oversee its financial affairs, and ensure the proper management and use of its assets and property.
1.2. The Board of Directors shall ensure that the Club properly employs the necessary formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with applicable local, state, and federal laws.
1.3. Board members must diligently prepare for, attend, and participate in Board meetings and in meetings of Board committees as needed to carry out these tasks.
1.4. The Board shall authorize and appoint all committees necessary to carry out the purposes and objectives of the Club. Subject to appointment by the Board of Directors, any person may be a member of such a committee so long as that person is a member in good standing of UPC. The Board may dissolve committees as it deems appropriate.
2. Board Membership
2.1. The Board of Directors will consist of five (5) members.
2.2. The initial term of office for newly elected directors will be two (2) years but the terms of the various directors shall be staggered so that no more than three directors' terms expire at the same time. There is no limit to the number of terms a director may serve.
3. Selection of Directors and Officers
3.1. Board members will be elected by the Club membership at the Club's Annual Meeting by a simple majority of those members attending the meeting, provided a minimum of 10% of all “Members in Good Standing” are in attendance. Each Board member shall be elected for a specific Officer position and not as a Board member at large. Voting will be conducted by secret ballot if there is more than one candidate seeking election to a designated Officer position.
3.2. At least fifteen (15) days prior to the Club's Annual Meeting, all nominations for Directors, with specified Officer position, shall be delivered in writing to the Board of Directors. Nominations may be initiated either by the Board of Directors or by any Member in good standing. At least ten (10) days prior to the Club's Annual Meeting, the Board of Directors shall provide in writing to all Members any nominations that Members or the Board have made. Notification by email to the Members shall satisfy any written notice requirement.
3.3. Newly elected Directors will assume office immediately following the election at the Club's Annual Meeting.
4.1. Any Officer may be removed, with cause, by the Board of Directors, at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Club. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.2. The Board may appoint pro-tem directors to fill vacancies occurring prior to the end of any Director's full term.
4.3. Any Director appointed to fill a vacancy will serve out the balance of the term of the vacated seat, both as a Director and as the Officer position previously occupied by the vacating Director.
5.1. The Officers of the Club shall be elected by the General Membership of the Club as specified in Section 3.1. above and shall serve for a term of two (2) years to coincide with that Officer's term as a Director. There is no limit to the number of terms an Officer may serve, but an Officer must also concurrently be a Director of the Club.
5.2. Officers shall consist of a President, Vice President, Secretary, Treasurer, and Court Operations Director.
5.2.1. President. The President is the principal officer of the Club and will supervise, or oversee the supervision of, all the affairs of the Club, ensuring that all orders and resolutions of the Board are carried into effect. S/he will preside at all Board meetings and perform such other duties as the Board determines.
5.2.2. Vice President. The Vice President shall exercise all functions of the office of President in the event the President is absent or unable to act, and perform such other duties as delegated by the President and/or Board.
5.2.3. Secretary. The Secretary shall have overall responsibility for all record keeping. S/he shall perform, or cause to be performed, the following duties: record and keep minutes of all proceedings and actions of the Board of Directors or any Board Committees; be custodian of the corporate records; see that all notices are duly provided in accordance with the provisions of these By-laws or as required by law; and any other duties as may be prescribed by the Board.
5.2.4. Treasurer. The Treasurer is the chief financial officer of the Board and must perform, or cause to be performed, the following duties: keep full and accurate accounts of all financial records of the Club; deposit all monies and other valuable effects in the name and to the credit of the Club in such depositories as may be designated by the Board; disburse all funds when proper to do so; retain all receipts and invoices relating to all Club transactions; present reports at every Board meeting on the financial affairs of the Club; provide financial information necessary to prepare and file the required state and federal government reports; and any other duties as may be prescribe by the Board.
5.2.5. Court Operations Director. The Court Operations Director is responsible for maintaining UPC facilities and physical assets. S/he shall also be responsible for coordinating league play, ladder play, and all UPC tournaments, and for any UPC special events.
6.1. A quorum at a Board meeting shall be one-half of the number of all Board members in office.
6.2. If a quorum is present, action is taken by a simple majority vote of the Directors present.
6.3. The Board may make any decision or take any action within its power without a meeting through a written “consent resolution” signed by all of the directors then in office, that sets forth the action so taken. Such a resolution is effective when the last director signs the consent, unless the resolution specifies an earlier date. A consent resolution can be conducted via electronic mail.
ARTICLE IV: MEETINGS
1. Annual Meeting
1.1. The Club shall hold a meeting annually to elect directors and officers and conduct such other business as might be desired. The Annual Meeting will be held in the fall of each year on a date to be determined by the Board of Directors. The Board shall notify all members of the date, time, and location of the meeting at least fifteen (15) days prior to the Annual Meeting. Said notification shall be by email.
2. Regular Board Meetings
2.1. Regular meetings of the Board of Directors shall be held a minimum of twice per calendar year, at a time and place to be determined by the Board.
2.2. Minutes from the Board Meetings will be approved by the Board prior to being sent out to the General Membership. These minutes may be approved by the Board electronically.
2.3. Meetings of the Board of Directors may be held in person, by telephone, or by video conference, or a combination of the three, so long as all participating directors can simultaneously hear and speak with each other. A director participating in such a meeting is deemed “present” for purposes of a quorum.
3. Special Board Meetings
3.1. Special Meetings of the Board may be called at any time by the President or by one-third (1/3) of the Board membership, for any reason, at such time and place as the Board of Directors may determine.
3.2. Notice of Special Meetings of the Board, describing the date, time, place, and purpose of the meeting, shall be delivered to each director personally by telephone, email or regular mail not less than two (2) days prior to the Special Meeting.
ARTICLE V: FINANCES
1. Fiscal Year: The fiscal year for the Club will begin January 1 and end on December 31.
2. Financial Records: Records of all collections and disbursements of Club funds will be maintained by the Treasurer and made available to the General Membership as required by these By-laws and upon request from any Member. Records must be kept as long as required by law.
3. Bank Accounts: The Treasurer shall create a Club account or accounts with a local banking/credit union institution for the sole purpose of retaining Club funds for appropriate collection and disbursement related to Club business. The Treasurer, President, and Vice President shall be made signatories to the Club account(s) with authorization to disburse funds. Expenditures exceeding $300 must be approved by a majority of the Board but expenditures of $300 or less do not require Board approval. All disbursements from Club accounts shall require two signatures.
4. Review and Audit of Financial Records: The Club's financial records may be reviewed by any Club member. These financial records may be audited by qualified persons or organizations at the discretion of the Board.
5. The assets of the Club are irrevocably dedicated to the purposes described in Article I, and no part of the net earnings of the Club shall inure to the benefit of, or be distributed to, its directors, officers, or other private person, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in Article I. Board Members and Directors shall not receive any compensation for their Club-related services but may be reimbursed for expenses directly related to Club business.
ARTICLE VI: INDEMNITY OF DIRECTORS AND OFFICERS
1. The Club will indemnify an individual, who is made party to a proceeding because s/he is or was a director or officer, against liability incurred in the proceeding to the fullest extent permitted by law.
ARTICLE VII: AMENDMENTS TO BY-LAWS
1. Proposal. Any Member may propose an amendment to these By-laws by delivering to the Board of Directors a written suggestion and supporting explanation for the amendment.
2. Approval of Amendments. Any proposed amendment to the By-laws, whether initiated by a Member or by the Board of Directors, shall initially be reviewed and voted on by the Board of Directors. If the proposed Amendment is approved by a super-majority (2/3rds) vote of all Board members, the Board shall deliver in writing the proposed Amendment to all Members in good standing at least fifteen (15) days before a properly scheduled Meeting of the Members. To be approved, Amendments to the By-laws shall require an affirmative vote of a super-majority (2/3rds) of all Members in good standing attending said meeting.
ARTICLE VIII: PROCEDURES FOR DISSOLUTION
1. Dissolution of the Club requires an affirmative vote of a super-majority (2/3rds) of all board members. The Club may not be dissolved until all of its outstanding debts have been paid. Upon dissolution, all assets and all property of the Club shall be donated to an appropriate organization or agency designated by the Board.