FARGO-MOORHEAD PICKLEBALL CLUB BYLAWS

Adopted at Board of Directors Meeting October 22, 2019

Article 1 – Name and Location

Section 1. The name of this organization is Fargo-Moorhead Pickleball Club, hereinafter referred to as FMPC.

Section 2. FMPC does not have a specified office or place of business. FMPC is based in Fargo ND, Moorhead MN, and surrounding area.

Section 3. FMPC scheduled pickleball sessions to be held May through September at any public outdoor courts in or around Fargo ND and Moorhead MN. Indoor sessions from October 1 through April 30 to be held at any local indoor facility which can accommodate several courts, be entered into a contract which is affordable to FMPC and said facility approved by the Board of Directors.

Article 2 – Fiscal Year

Section 1. The fiscal year of FMPC shall be the calendar year, January 1 through December 31.

Article 3 – Objective

Section 1. FMPC is a non-profit recreational pickleball club comprised of individuals who play and are interested in playing the sport of recreational pickleball. Our mission is to provide our members with a venue to play year-round, provide equipment in good repair, and provide a safe and friendly environment in which all players can hone their skills and improve their game.

Section 2. FMPC’s Mission Statement is as follows: To be a cornerstone for pickleball players’ success by providing structure, instruction and community camaraderie.

Section 3. FMPC will operate as a non-profit club and no part of the income of FMPC shall ensure to the benefit of any individual member.

Section 4. FMPC is to be in compliance with USAPA, and FMPC’s affiliated activities are to be performed within the guidelines of the USAPA. USAPA is the United States of America Pickleball Association, which sets national standards for equipment, rules of play, and player ratings.

Article 4 – Officers

Section 1. The officers of the FMPC shall be a President, Vice President, Secretary, and Treasurer.  Said officers shall serve for the stated term as outlined in these Bylaws, and/or until their successors are elected and qualified. Officers will have voting privileges for decisions made regarding the operation of the club.

Section 2.  Duties of President.  The President will hold office for a period of two years beginning at the December General Meeting, following election.  It shall be the duty of the President to preside at all meetings of the FMPC; to see that all rules and regulations are enforced; to call special meetings when he/she may deem necessary, or upon request of the Board of Directors.

Section 3.  Duties of Vice President.  The Vice President will hold this position for a period of two years, beginning at the December General Meeting, following the election.  The Vice President shall aid the President in the discharge of his/her duties and in his/her absence shall reside in order of seniority. 

Section 4.  Duties of Secretary.  The Secretary will hold office for a period of two years beginning at the December General Meeting, following election.  The Secretary shall attend and keep a record of the proceedings of all Board of Director meetings and any General Meetings of the FMPC.  He/She shall give, or cause to be given, notice of all meetings of the Board of Directors and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.  He/She shall keep accurate up-to-date records of all information pertaining to FMPC such as but not limited to; maintaining membership records and attendance, facility contracts, all meeting minutes, and anything else pertaining to the structure and operation of FMPC, with the exception of financial records to be kept by Treasurer.  At time of termination, he/she shall deliver to his/her successor or some person designated by the Board of Directors, all papers, records and property in his/her hands or under his/her control belonging to FMPC. If reelected, the Secretary may serve no more than two (2) consecutive terms. 

Section 5.  Duties of Treasurer.  The Treasurer will hold office for a period of three years beginning at the December General Meeting, following election.  The Treasurer shall have the care and custody of the FMPC funds and securities and shall disburse the funds of the FMPC as may be ordered from time to time by the Board of Directors.  He/She shall receive and receipt for all moneys paid to him/her by any person on behalf of FMPC and deposit the same in the bank designated by FMPC in the name of FMPC.  He/She shall keep full and accurate accounts of receipts and disbursements in books belonging to FMPC.  Except to the extent that some other person may be specifically authorized by the Board of Directors to do so, he/she shall make, execute and endorse all checks on behalf of FMPC.  He/she shall report the financial condition of FMPC at the quarterly Board of Directors Meetings and shall perform other duties as may be prescribed by the Board of Directors.  At expiration of his/her term of office, he/she shall deliver to his/her successor or some person designated by FMPC, the books, papers, moneys and property in his/her hands or under his/her control belonging to FMPC.  If reelected, the Treasurer may serve no more than two (2) consecutive terms.

Article 5 – Board of Directors

Section 1.  The Board of Directors shall consist of President, Vice President, Secretary, Treasurer, and four (4) Directors.  At each December General Meeting One (1) director shall be elected for a term of three (3) years in place of those whose terms of office shall then expire.  In the case of resignation or death of any members of the Board of Directors, the vacancy shall be filled by appointment by the President and approved by the Board of Directors.  Such appointee is to hold office until the next December meeting, when the unexpired term remaining, if any, shall be filled by election.

Section 2.  Duties of the Board of Directors.  The Board of Directors shall have general supervision of the affairs of FMPC.  The Board of Directors shall meet quarterly, or whenever there is business to be brought before them and a special meeting is called.

Section 3.  All Board of Directors must be approved by the current Board of Directors with a majority vote.

Section 4.  Quorum and Adjourned Meetings.  At all meetings of the Board of Directors, a quorum sufficient for the transaction of business shall consist of a majority of the directors.  If, however, such quorum shall not be present at any such meeting, the directors or director present thereat shall have power to adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.

Article 6 – Meetings

Section 1.  Meetings of the Board of Directors:  Board of Director meetings shall be held not less than once quarterly at the time and place of such meetings to be determined by the Board.  The President will preside at all such meetings. 

Section 2.  General Meetings:  General meetings shall be held not less than once annually at the time and place of such meetings to be determined by the Board.  The President will preside at all such meetings. 

A minimum of 10% of members eligible to vote shall be necessary to conduct any business of the club at any General meeting, and except as otherwise specified in these bylaws, a simple majority vote of the membership present shall be sufficient to conduct any business requiring a vote of the membership.     

Section 3.  Meetings of the Officers and the Board:  The President may call meetings of the Board at any time by giving notice orally, in writing or by Email.  The time and place of such meetings shall be determined by the President.  A majority of Board members present shall constitute a quorum of the Board and therefore, may conduct any business brought before the Board at such meetings.  Board members not present may be allowed to participate and vote via electronic interaction at such meetings.  Except as otherwise provided, a majority vote of those present or participating electronically shall be sufficient to conduct any business requiring a vote of the Board.  In the event of a tie vote, the President’s vote shall be used to break the tie.  Board meetings are open to all players. 

Section 4.  Executive Sessions:   From time to time the Board may determine that they must meet privately to consider different issues.  These private meetings are known as Executive Sessions and can either be convened as separate meetings or, during a normal meeting of the Board, a recess may be called and an Executive Session convened in order to have an opportunity to discuss input that has been offered in the regular meeting. Executive Sessions are not open to members.

Article 7 – Membership

Section 1.  Membership of the FMPC shall be encouraged but not required in order to participate in recreational playing sessions.

Section 2.  Application for Membership.  Application for member must be made in writing on application provided by FMPC, and must state full name of individual, contact information, and must be signed and dated by applicant and accompanied with payment in full.

Section 3.  Dues.  The Board of Directors shall set dues appropriate to the needs of the Club.  For a Family Membership, a family is defined as being a maximum of two parents along with their children/dependents (up to the age of 26) living in the same household or who are qualified students. 

Section 4.   Members in Good Standing.  “Members in Good Standing” are all members who are current in their payment of dues and who have abided by the rules of the club relative to the organization of events and conduct on the court.    

Section 5.   Only members in good standing age 18 and over may vote on club matters requiring a membership vote.

Section 6.  Establishment and Enforcement of Rules of Organization and Behavior.   The Board of Directors may establish rules for organization of activities and for member conduct on the courts.  These rules shall be designed to ensure fair treatment for all and sportsmanlike behavior. 

Section 7.  Suspension and Revocation of Membership.  Board of Directors may suspend or revoke the membership of any member for conduct detrimental to FMPC by a majority vote of the Board of Directors provided a quorum is present at said meeting. Members are expected to abide by all club rules, and as such the Board of Directors at its discretion may warn any member not abiding by these rules. Upon a member receiving a second warning for the same type of offense, the Board of Directors may remove that member from the FMPC.  Members who are removed will lose their membership and will be refunded the pro rata portion of their pre-paid membership dues. 

Article 8– Dues

Section 1.  The dues of FMPC shall be paid on or about January 1 of each year.  If a new member joins FMPC after June 30 of current membership year, dues may be pro-rated for the remainder of current year, with full amount being due January 1 of next calendar year.  The rate of dues may be changed at a rate established by the Board of Directors.

Article 9 – Finance

Section 1.  This FMPC shall operate as a non-profit club.  In the event of its dissolution, all of its funds and property shall be applied to payment of its debts and the surplus, if any, shall be donated to any non-profit club or organization determined by the current Board of Directors, and no part shall ensure to the benefit of any member or other individual.

Section 2.  The Board of Directors shall adopt a Budget for each calendar year.  The Board of Directors must authorize any expenditure in excess of approved budget.

Section 3. Maintenance of Financial Records.   Financial records shall be maintained by the Treasurer and retained according to all applicable regulations.

Section 4.  Expenditures.   Any non-recurring (not previously approved) expenditure over outside established budget requires approval by a vote of the Board of Directors according to the standards for such meetings.

Section 5. Review of Financial Records.  FMPC’s financial records may be reviewed by qualified persons or organizations at the discretion of the Board of Directors or by a vote of the majority of the FMPC’s Members. 

Section 6.   Annual Budget.  The Board shall prepare an annual budget to be presented to the General Membership at a regularly scheduled membership meeting. 

Section 7.   All assets of FMPC shall be physically inventoried at least once annually and a written record thereof shall be maintained by the Treasurer.

Section 8.  FMPC Accounts and Transactions.   The FMPC shall maintain such checking, savings, credit card, or PayPal accounts approved by the FMPC as may be necessary, in the opinion of the Board, to properly conduct the FMPC’s business. 

Article 10 – Committees

Section 1.  The Board of Directors may appoint and/or approve a group of individuals who are current FMPC members to form specific committees to conduct, plan and oversee FMPC events and activities.  Any appointed members overseeing such committees are to attend and give report at quarterly Board of Director meetings when requested.

Section 2.  The Board of Directors may also form and appoint special short-term committees to address special topics/needs/concerns that affect the daily operations of FMPC.  This committee would be responsible for gathering necessary pertinent information needed in making decisions or taking necessary actions in addressing special topics/needs/concerns.  Once said committee has gathered necessary information, this information is to be brought to the Board of Directors at the next Board of Directors Meeting for review.

Article 11 – Amendments

Section 1.  These Bylaws may be amended by a two-thirds vote of the members of the Board of Directors present at any meeting provided the substance of the proposed amendments have been submitted to the Directors at least ten (10) days in advance of scheduled meeting.

Section 2. Any member in good standing of the club may propose an amendment to these bylaws.  The proposed amendment shall be delivered to the President in writing with a statement setting forth the reasons for the proposed amendment.

Section 3. The proposed amendment must be approved by the Board at a regular or special Board meeting before presenting it to the membership. 

Article 12 – Other

Section 1.  Conflict of Interest.  A conflict of interest occurs when a person under a duty to promote the interests of the FMPC is in a position to promote a competing interest instead.  This person includes all directors or officers, and committee members.  Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the FMPC and work to the detriment of the FMPC.

Section 2.  Liability of Officers.  No officer of the FMPC shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the FMPC assets for payment. 

Section 3.  Liability of Members.  No member of the FMPC shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to FMPC assets for payment.

Section 4.  Right to Indemnification.  Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was an officer of FMPC or, whether the basis of the proceeding is alleged action in an official capacity as an officer,  or agent or in any other capacity while serving as an officer, shall be indemnified and held harmless by the FMPC to the fullest extent authorized by state law, as it exists or may be amended (but, in the case of any such amendment, only to the extent that the amendment permits FMPC to provide broader indemnification rights than state law permitted FMPC to provide before the amendment), against all expenses, liability, and loss (including attorney fees, judgments, fines, or penalties and amounts to be paid in settlement) reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be an officer and shall ensure to the benefit of his or her heirs, executors, and administrators, FMPC shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person only if the proceeding, or part thereof, was authorized by the Board of Directors. To the extent authorized by state law, the FMPC may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this article shall be a contract right.

Article 13 – Dissolution

Section 1.  FMPC may not be dissolved until all of its outstanding debts have been paid.  Upon dissolution, all assets and property of the Club shall be liquidated and proceeds donated.

Article 14 – Adoption

Section 1.  The Board of Directors of FMPC approved these by-laws on October 22, 2019.