Emerald Valley Pickleball Club

BYLAWS

Adopted on July 17th, 2022

ARTICLE I: TITLE AND FUNCTIONS

1.     The name of this organization shall be “Emerald Valley Pickleball Club”, hereafter the “Club”.

2.     The Club’s primary purposes are to:

2.1.  Organize the play of pickleball in the greater Eugene/Springfield area of Oregon, 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 federal tax code, and applicable Oregon statutes. 

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.

2.     Dues: The Club’s Board of Directors shall set membership dues appropriate to the needs of the club.

3.     “Members in Good Standing” are all members who are current in their payment of dues. The Board will have the ability to extend “Member in Good Standing” status to a member who becomes unable to pay dues (due to financial hardship or other issues).

4.     Membership runs one year (365 days) for a one-year membership, or three years (1095 days) for a three-year membership, beginning from the date of payment.  

5.     Privileges for membership will be adjusted from time to time at the discretion of the Club. Privileges may include: (1) advance signup (ahead of public) for organized play and other events, (2) free participation in club-provided training sessions, (3) discounts on certain services and products (e.g., Pickleball Central), and (4) the opportunity to vote for Club Board members and on other Club-related issues brought to Club Members by the Board of Directors. 

1.     Duties of the Board of Directors

1.1.  The Board of Directors must establish the Club’s policies and review and change them as necessary, supervise any contracts or contractors, appoint or employ and supervise its executive director or head of staff, authorize its expenditures, oversee its financial affairs, and ensure the proper management and use of its assets and property.

1.2.  The Board of Directors must ensure that the Club properly employs the necessary corporate formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with applicable state and federal laws.

1.3.  Directors 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 of Directors shall authorize and appoint all committees necessary to carry out the purposes and objectives of the Club.

1.5.  The Board of Directors shall appoint Directors of the Emerald Valley Pickleball Foundation, a 501(c)(3) non-profit organization, in the fourth (4th) quarter of the calendar year. The Board of Directors may also remove Directors of the Emerald Valley Pickleball Foundation.

1.6.  Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interest of the Club.

2.     Records of Directors

2.1.  The Secretary shall ensure that the Club maintains a current formal record of the names, contact information, and status of Directors. The contact information of Directors must be in the form of a street address, mailing address, or electronic address at which the Director elects to receive notices and other messages from the Club.

3.     Board Membership

3.1.  Nominees for positions on the Board of Directors must have demonstrated a commitment to the mission and purposes of the Club and must have expertise in areas relevant to the needs of the Club.

3.2.  The Board of Directors will consist of no fewer than five (5) and no more than nine (9) members, the exact number of which shall be determined from time to time by resolution of the Board.

3.3.  The initial term of office for newly elected Directors will be two (2) years, with flexibility to allow for a one (1) year term. Terms of Directors shall be staggered. There is no limit to the number of terms a director may serve, however the second and consecutive terms will vary between one (1) and (2) years. 

4.     Selection of Directors

4.1.  Directors will be elected annually in May by the Club Membership.

4.2.  Voting will be conducted by secret ballot if there is more than one candidate for a Director position. Secure, electronic voting (e.g., using a specific, secure online voting platform) is the preferred method of voting.

4.3.  The term of newly elected Directors shall begin on June 1st and end two years later on May 31st. However, unless they formally resign or are removed from office, Directors will remain in office until their successors are properly elected, designated, or appointed.

5.     Resignations and Filling Vacancies

5.1.  A Director may resign at any time. The resignation of a Director must be in writing, signed and delivered to the President or Secretary of the Club. Once delivered, a notice of resignation is irrevocable. If a Director resigns, and then subsequently desires to re-establish their position on the Board of Directors, the individual must be elected as if the individual had never been a Director

5.2.  The Board may appoint pro-tem directors to fill vacancies occurring prior to the end of full terms.

5.3.  A Director elected to fill a vacancy will serve the remainder of the term normally associated with that position. After that, s/he must be elected in accordance with the procedure outlined in Article III-4 above to continue serving on the Board.

5.4.  Upon being thus selected, said Director will commence a 2-year term in accordance with the provisions of Article III-3 above for first-term directors.

6.     Officers

6.1.  The Officers of the Club shall carry out the policies and decisions of the Board of Directors as directed by the Board.

6.2.  As soon as possible following the election of Directors, the Directors will meet to elect new Officers of the Club. This will typically occur in early June.

6.2.1.     Officers shall be approved by a super-majority (2/3rds) vote of all Directors.

6.2.2.     An Officer may be re-elected by the Board of Directors for up to three terms, or additional terms if the Board votes in favor.

6.2.3.     The term of an officer may not extend beyond that person’s term as a Director.

6.3.  The Officers shall serve for a term of two (2) years, with some flexibility for a one (1) year term. However, unless they formally resign or are removed from office, Officers will remain in office until their successors are properly elected, designated, or appointed. 

6.4.  Officers shall consist of a President, Vice President, Secretary, Treasurer, and such officers the Board may appoint.

6.4.1.     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 have such authority to perform such other duties as the Board determines.

6.4.2.     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 other such duties as delegated by the President and/or Board.

6.4.3.     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 bylaws or as required by law; and any other duties as may be prescribed by the Board.

6.4.4.     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; 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 prescribed by the Board.

6.4.5.     Other Officers. Other Officers shall exercise powers and duties as may be prescribed by the Board of Directors.

7.     Removal

7.1.  A Director may be removed from the Board, with or without cause, by a two-thirds (2/3) majority vote of the Directors then in office, as required by state law.

7.1.1.     In the event that any such removal is contemplated, that Director shall be notified in writing of the reason(s) for the proposed action not later than 30 days prior to the Board of Directors meeting at which his/her removal is to be considered. Said Director shall be entitled to appear at the meeting and respond to the stated reasons for removal.

7.1.2.     By no means can the removal of more than one (1) Director be considered at a time.

8.     No Salary. Directors shall not receive any salaries for their Board services but may be reimbursed for expenses related to Board service.

9.     Conflict of Interest. The Club will conscientiously comply with all state and federal regulations regarding conflict of interest, and formerly adopt a conflict-of-interest policy.

10.  Executive Director and Staff. The Board of Directors may appoint or employ an Executive Director or other staff, whether paid or unpaid, to perform and conduct the programs and activities of the Club. The Board of Directors shall evaluate the performance of the Executive Director on an annual basis. Unless the Board of Directors determines otherwise, the Executive Director will have the power, subject to the approval of the Board of Directors, to hire staff, establish staff duties and performance standards, evaluate the performance of staff, and when necessary terminate the employment of staff of the Club. The Executive Director shall receive notice of all meetings of the Board of Directors and Executive Committee meetings, and shall ordinarily attend all Board meetings, except when the Board goes into Executive Session to meet without the Executive Director present. 

11.  Authority of Directors. The President and/or the Executive Director shall be an official spokesperson(s) for the Club and may represent the Club and its positions whenever appropriate. No Director other than the President may officially represent the positions of the Club or speak or make agreements on behalf of the Club without specific approval by the Board of Directors. 

1.     Quorum. A quorum at a Board meeting shall be one-half (1/2) of the number of all Board members in office.

2.     Action. If a quorum is present, action is taken by the affirmative vote of a super-majority (2/3rds) of directors present.

3.     Voting by Proxy. No voting by proxy is allowed at any meeting of the Board or as part of any decision by the Board.

4.     Decisions by Email

4.1.  Voting by email is authorized by the Board of Directors. Unless prohibited or limited by the Articles of Incorporation or these Bylaws, any decision or action which may be made by the Board at any annual, regular, or special meeting of the Board of Directors may be made by email without a meeting if: (1) The Club has a record of all Directors email addresses; and (2) The Club maintains a copy of the announcement and a record of the Directors’ votes with the corporate records.

4.2.  The announcement shall be sent to each Director at the email address stored in the corporate records and shall include: (1) A description of the action to be taken; (2) a deadline to respond with a vote which may not be less than forty-eight (48) hours; (3) a statement that a Director may change their vote any time prior to the deadline; and (4) an effective date if the action is intended to be effective at a date which is later than the deadline date. 

1.     Annual Meeting

1.1.  The Club shall hold a meeting annually to update Members on key initiatives of the Club. The Annual Meeting will usually be held in June following the election of Directors and Officers, unless circumstances warrant scheduling to another month. The Board shall announce the date and location of the Annual Meeting to all members at least five days in advance of the meeting.

2.     Regular Board Meetings

2.1.  Regular meetings of the Board of Directors shall be held a minimum of three times per calendar year, at the 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 may be held in person, by telephone or 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 prescribe.

3.2.  Notice of Special Meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each director personally by telephone, electronic mail, or regular mail not less than two (2) days prior to the Special Meeting.

1.     The Board of Directors may establish committees, including working committees or advisory committees, that do not have the power to authorize expenditures, adopt budgets, set policy, establish programs, or make decisions for the Club.

2.     Committees may be established through a resolution adopted by the Directors present at a properly called meeting.

3.     Any person may be a member of such a committee, whether or not s/he is a member of the Board of Directors.

4.     Should the Board of Directors decide to put on a Pickleball Tournament, a Tournament Committee shall be established to plan, organize, and conduct the Tournament in conjunction with supporting agencies or organizations. The Board may delegate authority to this committee to collaborate with agency or organization, but final decisions shall be made by the Board of Directors.

5.     Records: Committees shall submit written reports to the Board of Directors of their proposals, decisions, and actions, and these reports shall be maintained by the Secretary.

6.     The Board of Directors may dissolve committees as deemed necessary or appropriate. 

1.     Fiscal Year: The fiscal year for the Club is the calendar year (January 1st to December 31st).  

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 Bylaws and upon request from any Member. Records must be kept as long as required by law.

3.     Bank Account: The Treasurer shall create Club 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, or President, or Vice-President, shall be made signatories to the Club account with authorization to disburse funds on behalf of the Club that are approved orally or in writing by the Board. Single unbudgeted expenditures exceeding $300 must be approved by a majority of the Board.

4.     Review and Audit of Financial Records: The Club’s financial records may be reviewed by any Club member and may be audited by qualified persons or organizations at the discretion of the Board.

5.     Annual Budget: The Board shall prepare an annual budget for each fiscal year. Receipts and invoices covering all transactions shall be kept by the Treasurer as part of the Club’s financial records.

6.     The assets of the organization are irrevocably dedicated to the purposes described in Article I, and no part of the net earnings of the organization shall inure to the benefit of, or be distributed to, its directors, officers, or other private person, except that the organization 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.  

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. 

1.     Proposal. Any person may propose an amendment to these bylaws by delivering to the Board of Directors a written suggestion and supporting explanation for the amendment.

2.     Review by Board of Directors. The Board of Directors will review the proposed bylaw change and, by a super-majority (2/3rds) of all board members, may decide to submit a proposed amendment for approval by the Board of Directors at a Board meeting.

3.     Approval at Board Meeting. Amendments to the bylaws may be made only with the approval of a super-majority (2/3rds) vote of the Board of Directors.  

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.  

Adopted and approved on July 17, 2022 by:

Eric Wold, President
Kat Beal, Secretary