FLAGSTAFF PICKLEBALL ASSOCIATION, INC. BYLAWS
Adopted May 12, 2019
ARTICLE I – GENERAL
SECTION A. NAME OF CORPORATION: Flagstaff Pickleball Association, Inc.
SECTION B. PURPOSE: To serve as the core of the Flagstaff pickleball community, advocating for the development of public pickleball facilities and fostering the growth of pickleball throughout the greater Flagstaff area.
SECTION C. NONPROFIT STATUS: Flagstaff Pickleball Association, Inc. (FPA), a nonprofit corporation formed under the laws of Arizona, is organized exclusively for the purpose stated in Article I Section B, as a qualified, publically supported, tax exempt, nonprofit organization under section 501(c)(4) of the Internal Revenue Code or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I Section B. Notwithstanding any provision of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(4) of the Internal Revenue Code or the corresponding section of any future federal tax code.
ARTICLE II – MEMBERSHIP
SECTION A. ELIGIBILITY: Membership and participation in programs or activities shall not be limited on the basis of race, color, creed, national origin, religion, age, gender, sexual orientation, political affiliation or disability.
SECTION B. PRECONDITIONS: There shall be no precondition for membership, nor will any members be required to join any national, state or regionally affiliated organization.
SECTION C. DUES: Annual dues will be set by the Executive Board and are renewable on January 1st of each year. Dues will not be prorated. Members who have not paid their annual dues by January 1st will have their membership terminated.
SECTION D. TERMINATION: Membership will be terminated by 1) voluntary withdrawal, 2) nonpayment of dues, 3) violation of the provisions of these bylaws or 4) violation of the rules, guidelines and regulations promulgated by the FPA, as determined by the Board of Directors.
ARTICLE III – OFFICERS AND DIRECTORS
SECTION A. BOARD: Flagstaff Pickleball Association, Inc. shall be governed by a Board of Directors (Board) which will conduct the general business of the corporation and serve without compensation. The Board will be comprised of at least five (5) Directors, to include a President, Vice-President, Secretary, Treasurer, and at least one (1) At-Large Director. At the discretion of the Board, additional At-Large Director(s) may be elected to the Board.
SECTION B. ELECTIONS: The members of the Board of Directors will be elected by a written vote of the general membership. Ballots for the election of Directors will be made available to all members. In order to be counted the ballot must be received by the Secretary by the date specified.
SECTION C. TERMS OF OFFICE AND RESPONSIBILITIES: All terms of office will be for two (2) years beginning on January 1 and ending on December 31, with the exception of the initial directors who will serve foreshortened terms, as follows. In order to stagger the terms of office, the initial President, Secretary and 2 directors will serve until January 1, 2021. The initial Vice President, Treasurer and third director will serve until January 1, 2020. All Board members shall be in good standing at the time of their election and throughout their term of office. Board members will be required to attend a minimum of 50% of meetings.
- The President will set the agenda and preside over all meetings, appoint members of committees with Board approval, and call special meetings as needed. The President will be accountable for the implementation of the direction and policies established by the Board, and act as the principal liaison with the City of Flagstaff and any other entities with which the FPA conducts business.
- The Vice President will assist the President and shall preside over meetings in the President’s absence. The Vice President will complete other duties assigned by the President and/or the Board.
- The Secretary will record the minutes, determine if a quorum exists, complete and file the Arizona Corporation Commission annual report and keep the records of the corporation. The Secretary shall complete other duties assigned by the President and/or the Board.
- The Treasurer will collect all monies, pay all bills, file any necessary tax reports, prepare and present financial reports and keep the corporation’s financial records. The Treasurer will complete other duties assigned by the President and/or the Board.
- Directors will serve on committees and/or complete other duties assigned by the President and/or the Board.
SECTION D. NOMINATION AND ELECTION PROCEDURES: A Nominating Committee will be appointed by the President each October to solicit nominations for the Board of Directors. Nominations will be announced to the general membership during the month of November. The election of directors will be held during the month of December. Installation of the new Board will occur automatically the following January 1st.
SECTION E. VACANCY AND RECALL OF OFFICERS: A Director may resign at any time by giving written notice to the Board. If any of the elected individuals becomes unable or
unwilling to perform his/her duties, the Board of Directors may appoint a member in good
standing to fill the unexpired term. A Director may be removed by a two-thirds (2/3)
vote of the members of the Board of Directors at any regular meeting of the Board or any special meeting called for that purpose, once the director has been informed of the reasons for such action. The Director will be given an opportunity to be heard by the Board, prior to any action by the Board.
ARTICLE IV – MEETINGS
SECTION A. TYPES AND FREQUENCY OF MEETINGS: Board of Director meetings will be held as necessary, but not less than twice a year. General membership meetings will be held as determined by the Board of Directors, but not less than once per year (annual meeting). Special general membership meetings may be called by the President or upon the request of at least 30% of the general membership. Such special meetings will require at least seven (7) days’ notice given to members regarding time, place and agenda.
SECTION B. VOTING AND QUORUM PROCEDURES: All decisions will be determined by majority vote of those present and voting, plus any votes cast by written ballot received at least two (2) days prior to the start of the meeting, unless otherwise stated in these bylaws. A quorum for a Board of Directors meeting shall be four (4) members of the Board. Only members in good standing will be permitted to vote. Each member will have one vote. Voting procedure will be by a voice vote, show of hands and/or written ballot. Emailed ballots will be considered written ballots.
ARTICLE V – FINANCIAL PROCEDURES
SECTION A. FISCAL YEAR: The corporation’s fiscal year will run from January 1- December 31.
SECTION B. MAINTENANCE OF FINANCIAL RECORDS: Financial records will be maintained for a period of seven (7) years by the Treasurer of record.
SECTION C. EXPENDITURES LIMITS: The Treasurer will approve all expenditures under $100. Individual expenditures in excess of $100 shall require Board approval.
SECTION D. EXAMINATION OF FINANCIAL RECORDS: The financial records shall be examined and approved on an annual basis by an individual or individuals other than those serving on the Board. The results of the examination will be presented to the general membership and duly recorded in the applicable minutes of the meeting at which the results are presented.
SECTION E. FINANCIAL CONTROLS: All funds shall be deposited in a bank account established in the corporation’s name with the exception that the Treasurer may maintain up to $100 in petty cash for small cash payments such as member reimbursements. All expenditures /
reimbursements will be documented with a purchase receipt or invoice, and payments will be made by corporate check. There shall be at least two (2) signers, appointed and authorized by the Board, for each bank account. The signers shall not be related nor residing in the same household. Corporate checks require only one signature. The corporation’s bank account(s) shall be maintained through succeeding administrations. Inventory control procedures for the corporation’s physical assets shall include periodic physical counts and reconciliation with the underlying accounting records. All inventories are to be maintained and safeguarded so as to prevent theft, deterioration, etc.
SECTION F. TAX DEDUCTIBLE DONATIONS: Tax deductible donations to support the corporation’s mission to promote pickleball in the greater Flagstaff area may be made to the FPA collaborative fund with the Arizona Community Foundation, once established, until such time as the Flagstaff Pickleball Association, Inc. is designated a 501(c)(3) organization by the Internal Revenue Service or the funds are expended for public pickleball facilities or equipment. The current fund balance shall be recorded in the FPA’s financial records.
SECTION G. FINANCIAL REPORTS: A financial report of assets, liabilities, revenue and expenses will be provided to the Board by the Treasurer at each Board meeting. A similar annual report of assets, liabilities, revenue and expenses will be provided to the membership at the annual meeting. A copy of each annual financial report will be retained in the corporation’s minute’s file.
SECTION H. LIMITATION OF LIABILITY AND INDEMNITY: The members and directors of the Flagstaff Pickleball Association, Inc. shall not be held personally responsible for the debts, liabilities or other obligations of the FPA. Flagstaff Pickleball Association, Inc. shall indemnify the members and directors to the fullest extent permissible under the laws of the State of Arizona.
ARTICLE VI – COMMITTEES
SECTION A. COMMITTEES: The President will form committees, as needed, and will appoint committee members who are FPA members in good standing with approval of the Board. At least one (1) Board member will be appointed as a voting member of every committee with the exception of the Nominating Committee. Any major action recommended by a committee must be approved by the Board with the exception of the Nomination Committee.
SECTION B. COMMITTEE MISSION STATEMENTS: All committees will have written mission statements assigned prior to committee member appointments.
SECTION C. NOMINATING COMMITTEE: A Nominating Committee shall be appointed by the President each October. The committee shall consist of at least three (3) members. The committee shall present the nomination(s) for directors at least two (2) weeks prior to the election.
ARTICLE VII – AMENDMENTS
SECTION A. AMENDMENTS: Any member in good standing may propose an amendment to these bylaws. Written notice of a proposed amendment(s) and the reason(s) for the proposed amendments(s) shall first be submitted to the Board of Directors. The proposed amendments(s) and ballots for the associated vote shall then be sent to each member at least two (2) weeks prior to the general membership meeting at which they will be discussed. Any ballots not cast at the meeting will need to be received by the Secretary at least two (2) days in advance of this meeting.
SECTION B. QUORUM AND VOTING REQUIREMENTS: A quorum of thirty percent (30%) of the general membership including four (4) Board members is required to amend the corporation’s bylaws.
ARTICLE VIII – DISSOLUTION
SECTION A. DISPOSITION OF ASSETS UPON DISSOLUTION: Upon the dissolution of the corporation, any equipment loaned to Flagstaff Pickleball Association, Inc. shall be returned to the lender. All funds remaining in the treasury after all debts are satisfied shall be distributed to 1) a nonprofit pickleball organization located in the USA Pickleball Association (USAPA) Southwest Region and/or 2) the USAPA, or its successor, as long as they qualify as a 501(c)(3) organization at the time of the dissolution. All other assets of the corporation shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code, or shall be distributed to a local, state or federal government for a public purpose. Any assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization(s), as such Court shall determine, which are organized and operated exclusively for such purposes.
NOTICE OF APPROVAL
The attached Bylaws are hereby approved.
DATED this 12th day of May, 2019.