CHIPPEWA VALLEY PICKLEBALL CLUB, INC.
A NONSTOCK, NONPROFIT CORPORATION
Article 1. Organization and Purpose
Section 1. Name: The Corporation shall be known as: Chippewa Valley Pickleball Club, Inc.
Section 2. Incorporation: The Corporation was incorporated under Chapter 181 of the laws of the State of Wisconsin to be established effective the date on which the Articles of Incorporation are filed with the State of Wisconsin.
Section 3. Corporate Seal: There shall be no Corporate Seal.
Section 4. The Purpose shall be:
a. To advance and promote the play of the game of pickleball, including education, promoting safe and appropriate pickleball facilities, providing members with access to equipment and supplies and any other related activities to promote the play and enjoyment of pickleball by all;
b. To generally do and perform such other acts as may be necessary, advisable, proper or incidental in the realization of the objectives and purposes of this organization;
c. To organize and operate exclusively for charitable, educational and scientific purposes for which corporations may be organized under Wis. Stat. Ch. 181 and for purposes within the meaning of Section 501(c) of the Internal Revenue Code, United States of America as amended;
d. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, 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 its articles. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); and,
e. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any further United States
Internal Revenue Law), as the Board of Directors shall determine. Priority will be to distribute the Corporation assets to other qualifying entities under the Code in or near Eau Claire, Wisconsin, which will attempt to best fulfill the original purposes of this Corporation. Any such assets not so disposed of shall be disposed of by the Circuit Court of Eau Claire county for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated for such purposes.
Article 2. Membership and Meetings
Section 1. Members:
All existing members of the Chippewa Valley Pickleball Club prior to incorporation shall automatically constitute the initial members of this Corporation. Membership shall be open to any person interested in supporting, teaching or playing pickleball. Membership when granted will be without regard to race, color, creed, national origins, sex, age, handicap or sexual preference. The number and qualifications of members shall be as determined from time to time by the Board of Directors and defined in an amendment to these Bylaws.
Section 2. Quorum:
Five percent (5%) of the members at any duly-called meeting shall constitute a quorum.
Section 3. Annual Meeting and Notice:
The date of the annual meeting of the Corporation shall be in the month of May or June each year commencing with the year 2018, and the time and place of meeting shall be such as shall be fixed by the Board of Directors and specified in the notice which may be by email, regular mail or waiver of notice of such meeting so long as a quorum is present. At the annual meeting, the members shall elect persons to serve “at large” on the Board for Directors whose terms are expiring or any vacancy which has not been filled by the Board. Candidates for the Board may be presented by the Board’s nominating committee and the members shall be allowed to nominate additional candidates during the annual meeting. Voting may be conducted by voice vote or acclamation unless there is more than one candidate for each vacancy, in which case voting will be by written ballot. The members shall also approve the annual dues recommended by the Board at the Annual Meeting, as well as any other appropriate business for the members to consider. Actions considered by the members or election of Board members shall be by a majority vote of the members present so long as there is a quorum present. If a quorum is not present, the meeting can be adjourned and rescheduled until a quorum is present.
Section 4. Special Meeting:
Special meeting of the membership may be called by the three members of the Board of Directors or written request of five percent (5%) of the membership and shall be held upon three days’ email or written notice to all members at such address of each member as set forth in the records of the Corporation.
Section 5. Removal of Members:
Members may be removed, with or without cause, by a majority vote of the Board of Directors at any meeting of directors called for that purpose. Notice shall be given to any member who is proposed for removal at least three days in advance of the meeting stating the purpose of the meeting and said member may attend and invite any other members to the meeting called to consider such removal. Removal shall be at the sole and exclusive discretion of the Board of Directors.
Section 6. Dues:
All members shall be required, as a condition of continuing membership, to pay the dues as recommended by the Board of Directors and approved by the members at the annual meeting each year. Failure of any member to pay dues may be removed from membership rolls. Payment of all amounts past due by any member so removed shall reinstate that member to full membership status unless the member has been removed by the Board of Directors.
Article 3. Board of Directors
Section 1. Number of Directors:
There shall be a Board of Directors initially composed of the three members named in the Articles of Incorporation. After the incorporation, the Initial Directors shall cause the Board of Directors to be increased to the same 11 voting members and one (1) non-voting member who comprised the Board immediately prior to the incorporation. The Board at that time will consist of the following: Nine (9) “at-large” Board members who are individuals elected by the members; two (2) appointed, voting Board positions (the USAPA Pickleball Ambassador and the Webmaster), and one (1) non-voting Board member representing the Eau Claire Parks, Recreation and Forestry Department. All persons elected or appointed to voting positions on the Board must be members of the Corporation. The Board may recommend an amendment to these Bylaws changing the composition of the Board which the membership must approve at the annual or special meeting called for such purpose, but in no event shall the Board of Directors consist of fewer than three elected members of the Corporation. Officers shall be elected from the “at-large” Board of Directors by majority vote of the Board. Any non- voting Board member has the right to attend and take part in all Board meetings but with no right to vote.
Section 2. Initial and Successor Directors and Term: The Initial Directors named in the Articles of Incorporation are: Marilyn Skrivseth, Michael Mai and Judy Mirr. The Initial Directors shall then appoint the remaining members of the Board as it was constituted prior to incorporation as described in Section 1, above. A director shall serve until expiration of a stated term, death, resignation or removal. After a vacancy occurs, the majority of the remaining directors shall have the authority to appoint a successor director to fill the vacancy caused by the death, resignation or removal of a current director. Directors shall serve staggered terms of two years. Initially, four “at-large” members shall be chosen at random to serve 1 year terms and the remaining five “at-large” members shall serve two-year terms. Thereafter, all terms shall be two years.
Section 3. Removal: A director may be removed from office with or without cause by an affirmative vote of a majority of the Board Members taken at a meeting of the Board called for that purpose with notice to all Board Members of such meeting at least three days in advance indicating the purpose of the same. Board Members may also be removed by the members at the annual meeting or special meeting called for that purpose. If the Board or members vote to remove a Board Member, the remaining Board Members may appoint a successor for the remaining term of the Board Member removed, or the position may remain vacant until the next annual meeting of the members.
Section 4. Resignation: Any Director may resign at any time by a written instrument to that effect directed to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein and its acceptance by the Board of Directors shall not be necessary to make it effective.
Section 5. Regular or Special Meeting: Regular or special Board of Directors’ meetings may be held upon 72 hours prior notice given in person, email or by depositing such notice in the mail addressed to each Director at his or her address as set forth in the records of the Corporation. Notice of any meeting of directors may be waived and action by directors may be taken by unanimous written consent without a meeting. A quorum for any meeting of the Board of Directors shall be the number of members representing more than 50% of the total voting Board Members currently holding office. The President or Secretary may call a special meeting of the Board of Directors. Any Director may waive notice of any meeting and by attending any meeting without protesting lack of proper notice shall be deemed to have waived notice thereof.
Section 6. Authority to Manage Affairs: The Board of Directors shall have entire authority in the management of affairs and finances of the Corporation and shall have general control of all of its properties. All rights and powers connected therein shall be vested in the Board of Directors.
Section 7. Delegation of Authority: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation and such authorization may be general or confined to specific instances. In the absence of specific designation, all instruments, including deeds, notices, mortgages, instruments or assignments, pledges, contracts, agreements or other documents made by the Corporation shall be executed in the name of the Corporation by the President or Vice President and by the Secretary or the Treasurer. When any document is executed by two of the above-designated officers, no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers to execute such documents on behalf of the Corporation. Such execution by said officers shall be acts of the Corporation and binding upon it.
Section 8. Power to Limit Director's Terms: Only the members, by majority vote, at the annual or a special meeting called for such purpose, may change the length of the board term or establish limits on the number of terms an individual may serve.
Section 9. Non-Board Committees: The Board of Directors shall be empowered to approve other committees and their members, and activities. The Board may, as an example and not by limitation, solicit members and chairs for Facilities, Social, Tournament, and Skills Enhancement Committees. Other committees may be created and members appointed as necessary. Committees are a vital part of the process to run an efficient Club, and such committees may hold any and all meetings as they deem necessary to conduct their business. Such appointed committee chairs and members shall also serve without compensation. Any member may serve on one or more committees.
a. Facilities Committee- Help oversee the facilities, recommend improvements and assist with maintenance including minor repairs, adjusting net heights, installing/removing windscreens, blowing off courts, touching up lines, etc.
b. Tournament Committee- Help publicize and promote tournament play; assist with planning and running home Club tournaments; assist members in finding doubles partners for tournament play; promote referee training.
c. Social Committee- Plan and organize social events to enhance membership in the Club. This Committed may plan such things as after-play socials, mini tournaments, member recognitions, etc.
d. Skill Enhancement Committee- Plan and assist with clinics, drills, and practice times to help enhance the level of play for players at all skill levels.
Article 4. Officers
Section 1. Principal Officers: The principal officers of the Corporation shall be: a President; the Vice President; a Secretary; a Treasurer; and a Membership Coordinator; each of whom shall be elected by the Board of Directors from the at-large Board Members elected by the members. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the positions of President and Vice President. There shall be at least two different persons serving as officers of the Corporation at any one time. The duties of the respective officer shall be such as usually pertains to their offices and such other duties as may be prescribed by the Board of Directors. The Board of Directors may delegate the duties of any officer to any other officer designated by the Board.
a. President Duties: Prepare meeting agendas, preside over all Club meetings and be accountable for the administration of Club business. The President shall carry out the direction and policies established by the Board and shall be considered the “official voice of the Club.” The President shall appoint members and chairpersons of all committees that have been authorized by the Board.
b. Vice President Duties: Shall perform all duties of the President in the event of the President’s absence or inability to perform and shall also perform other such duties and responsibilities as may be assigned with Board approval, from time to time or by the Club President.
c. Treasurer Duties: Shall receive and deposit all monies due to the Club and pay all obligations that may be incurred by the Club in the regular course of its business; shall maintain an up-to-date ledger of all financial transactions; shall prepare and submit monthly reports to the Board and membership as required; shall maintain previous years’ records for a period of seven years; and, such other financial matters as may be authorized by the Board, from time to time. All receipted, incidental Club expenses may be reimbursed by the Treasurer, with the approval of the President, up to $150. The majority of the Board of Directors must approve expenditures over $150.
d. Secretary Duties: Shall keep all minutes of the Board and annual meetings and submit copies to the Board of Directors for clarity prior to posting for all members of the Club; and, shall prepare copies of the meeting agendas and materials as directed by the Club President for the Board of Directors.
e. Membership Coordinator Duties: Shall work with the Treasurer to help solicit new memberships and membership renewals, welcome new members, and make sure all members receive information relative to the club activities, and website information.
Section 2. Election of Officers: Officers shall be elected by vote of a majority of the Board of Directors at the Board’s organizational meeting immediately following the annual members’ meeting of the Corporation and such officers shall hold office until the next annual members’ meeting or until successors are chosen. Election of an officer shall not constitute any contract rights to such position. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise shall be filled by majority vote of the Board of Directors at any meeting called for that purpose.
Section 3. Resignation: Any Officer may resign at any time by a written instrument to that effect directed to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein and its acceptance by the Board of Directors shall not be necessary to make it effective.
Section 4. Compensation: Unless specifically authorized by the Board of Directors, no Officers shall be compensated for his/her services to the Corporation.
Section 5. Other Board Appointments or Positions: The Board may appoint or accept as members to serve on the Board, from time to time, persons filling the following positions which have been determined by the Board and members to be appropriate:
a. USAPA Pickleball Ambassador: The primary responsibility is to be the spokesperson and representative for the USAPA for all activities related to pickleball within the area he or she represents. The Ambassador shall work to promote and grow the sport of pickleball and advise Club members of important USAPA rules changes and other information that may affect play. This position is appointed by the USAPA and shall be a voting member of the Board and Executive Committee.
b. Webmaster : The primary responsibility of the Webmaster is to develop and maintain the Club’s official website. The Board shall appoint the Webmaster who shall be a voting member of the Board and the Executive Committee.
c. Eau Claire Parks, Recreation and Forestry Department Representative: Shall serve as a liaison between the Club and the Eau Claire Parks, Recreation and Forestry Department. This is an appointed and non-voting position on the Board and Executive Committee.
Article 5. Conflicts, Liability and Indemnification
Section 1. Conflicts: Any Director, Officer or committee member having a material financial interest, or having a family member (by blood or marriage) with a material financial interest, in a contract or other transaction presented to the Board of Directors or a committee thereof for authorization, approval or ratification shall make a prompt, full and frank disclosure of such person's interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts, known to such person, about the contract or transaction which might reasonably be construed to be adverse to the Corporation's interest. The Board shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use personal influence on, nor participate (other than to present factual information or respond to questions) in the discussions and deliberations with respect to such contract or transaction. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present. For purposes of this section, a person shall be deemed to have a "material financial interest" in a contract or to his/her transaction if such person is the party (or one of the parties) contracting or dealing with the Corporation, or is a director, or officer of, or has a significant financial or influential interest in, the entity contracting with the Corporation. "Family member" means spouses, natural, adoptive or marital grandparent, parent, siblings, children or grandchild or spouses of such siblings, children or grandchildren.
Section 2. Indemnification: The Corporation may, to the fullest extent permitted or required by the Wisconsin Non-Stock Corporation Law, Chapter 181, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to the amendment), indemnify its Directors and Officers, employees or agents against any and all liabilities, and advance any and all reasonable expenses, incurred thereby in any proceeding to which any such Director or Officer, employee or agent is a party because he or she is or was a Director or Officer, employee or agent of the Corporation.
Section 3. Approval of Indemnification: Any indemnification under Sections 2 of this article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. Such determination shall be made:
a. By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
b. If such a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 4. Insurance: The Board of Directors shall have the power to purchase and maintain insurance on directors and officers of the Board of Directors or general liability coverage for Corporation, or any other insurance which the Board determines may be in the best interests of the Corporation.
Section 5. Self-Dealing: Notwithstanding any other provision of this article to the contrary, no person shall be entitled to indemnification hereunder if such indemnification or the payment by the Corporation of any monies in connection therewith constitutes, or would constitute, an act of "self- dealing" within the meaning of Section 4941 of the Internal Revenue Code of 1954 or any successor provision thereto. The Corporation shall have the right to rely on a written opinion of independent legal counsel with respect to any determination of "self-dealing" hereunder which shall be binding and conclusive unless a contrary determination shall be made in any administrative or court proceeding and the time for appeal by either party to such proceeding shall have expired. If the Corporation shall have made any payment under this article prior to a determination that such payment constitutes an act of "self- dealing," the person to whom or for whose benefit such payment was made shall repay the amount thereof to the Corporation on demand if it should subsequently be determined that such payment constituted an act of "self-dealing." Nothing herein shall be construed as placing upon the Corporation any obligation to contest by court or administrative proceedings, or otherwise, any assertion that any indemnification or payment pursuant to this article constitutes an act of self-dealing.
Article 6. Books of Records, Audit, Fiscal Year and Bond.
Section 1. Books and Records: The Board of Directors of this Corporation shall maintain:
a. records of all proceedings of the Board of Directors, and Committees;
b.all financial statements of this Corporation;
c. Articles of Incorporation and Bylaws of this Corporation and all amendments
thereto and restatements thereof;
d. such other records and books of account as shall be necessary and appropriate to the conduct of the Corporation; and,
e. all records of the Corporation shall be open for member inspection at any reasonable time.
Section 2. Audit and Publication: The Board of Directors may cause the records and books of account of this Corporation to be audited at least once in each fiscal year in such a manner as may be deemed necessary or appropriate, and also shall make such inquiry as the Board of Directors deems necessary or advisable into the conditions of all trusts and funds held by any Director, agent, or custodian for the benefit of this Corporation, and shall retain such person or firm for such purposes as it may deem appropriate. Not later than six (6) months after the close of each fiscal year of this Corporation, the Board of Directors of this Corporation shall make publicly available the financial statements for the immediately preceding fiscal year as may be required by law.
Section 3. Fiscal Year: The fiscal year of the Corporation shall end on May 31 of each year.
Section 4. Bond: The Corporation may obtain a surety bond on such people and in such amounts as may from time to time be deemed necessary by the Board of Directors.
Article 7. Amendments
These By-Laws or the Articles of Incorporation may be amended, or the Bylaws may be repealed and new By-Laws adopted as provided in Chapter 181, Wis. Stats. However, no amendment or repeal and replacement shall be effective to the extent that it conflicts with the provisions of Chapter 181, Wis. Stats., or jeopardizes the tax exempt status of the Corporation under Section 501 of the Internal Revenue Code.
cvpc bylaws-non stock 4-7-18.doc Saturday, April 7, 2018