BYLAWS OF THE
FORT COLLINS PICKLEBALL CLUB
Revision 1, Sept. 2018
ARTICLE I- NAME AND PURPOSE
Section 1— Name: The name of the organization shall be the Fort Collins Pickleball Club (hereinafter referred to as the “FCPC” or the “Corporation” or the “Club”). It shall be a nonprofit organization incorporated under the laws of the State of Colorado.
Section 2 — Purpose and Mission:
- Purpose: The Club shall be operated exclusively as a social and recreation club within the meaning of §501(c)(7) of the Internal Revenue Code of 1986, as now in effect or as may be hereafter be amended (the “Code”). The purposes for which the Club is formed are to promote and stimulate interest in pickleball, and other activities for the morale, welfare and benefits of its members, as well as and lawful purpose as proscribed pursuant to the provisions of the Colorado Revised Non-Profit Corporation Act.
In furtherance of the preceding objects and purposes, the Club will have and may exercise all the rights, powers, privileges and immunities now or subsequently conferred upon nonprofit corporations organized under the laws of the State of Colorado.
- Mission: The Mission of FCPC is to facilitate the growth of pickleball in the City of Fort Collins, Colorado and Northern Colorado, for the enjoyment, health and social engagement of all players by offering organized recreational and competitive play, instruction and education, by insuring opportunities for the continued development of all member players in a collegial and sportsmanlike environment and by working to support the Fort Collins Parks and Recreation Department’s pickleball program and to expand facilities as needed.
Section 3— Organization Activities: To support the Fort Collins Parks and Recreation Department’s Pickleball program, and to promote the amateur sport of Pickleball, the organization conducts fundraising and educational activities including, without limitation, a) sponsoring and conducting Pickleball tournaments, b) sale of Pickleball tournament entry fees, tournament sports equipment, souvenirs, memorabilia, c) offering of Pickleball exhibitions, training, and lessons to the public on either a free or compensated basis, and d) receiving cash donations or assistance from the members and from private organizations, individuals and clubs. The organization’s activities are governed by approved anti-discrimination and whistleblower protection policies.
Section 4— Restriction on Activities: The club activities shall be subject to the following limitations:
- The Club shall be operated exclusively as a social and recreation club within the meaning of §501(c)(7) of the Internal Revenue Code of 1986, as now in effect or as may be hereafter be amended, as well as any lawful purpose as proscribed pursuant to the provisions of the Colorado Revised Non-Profit Corporation Act.
- Notwithstanding any other provisions of this document, the club shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(C)(7) of the Internal Revenue Code or corresponding section of any future federal tax code; or by an organization, contributions to which are deductible under section 170(C)(2) of the Internal Revenue Code or corresponding section of any future federal tax code; or laws of the State of Colorado governing the operation of a Non-Profit Corporation.
- No part of the net earnings or assets of the club shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purpose set forth in the purpose clause hereof.
- No dividend will be paid by the Club and no part of the income or profit of the Club will be distributed to any of its directors or officers. Notwithstanding the foregoing, the Club may pay compensation in a reasonable amount to any of its directors or officers for services rendered. The Club will make no loans to any of its officers or directors.
- The Club will not engage in any excess benefit transaction as defined in §4958(c)(1) of the Code.
- The Club will not engage in any activities that are unlawful under applicable federal, state or local laws.
- If applicable, the Club will distribute its income for each tax year at a time and in a manner as not to become subject to the tax on undistributed income imposed by §4942 of the Code, or the corresponding section of any future federal tax code.
- The Club will not engage in any act of self-dealing as defined in §4941(d) of the Code, or the corresponding section of any future federal tax code.
- If applicable, the Club will not retain any excess business holdings as defined in §4943(c) of the Code, or the corresponding section of any future federal tax code.
- If applicable, the Club will not make any investments in a manner as to subject it to tax under §4944 of the Code, or the corresponding section of any future federal tax code.
- If applicable, the Club will not make any taxable expenditures as defined in §4945(d) of the Code, or the corresponding section of any future federal tax code.
- In the event of dissolution or final liquidation of the Club, all of the remaining assets and property of the Club shall, after paying or making provision for the payment of all of the liabilities and obligations of the Club and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively as social and recreation clubs or for the charitable or educational purposes as shall, at the time, qualify as an exempt organization or organizations under §501(c)(3) or §501(c)(7) of the code as the Board of Directors shall determine. In no event, shall any of such assets or property be distributed to any member, director or officer, or any private individual.
Article II – Membership
Section 1 — Membership: Membership shall consist of a Board of Directors and any other dues-paying persons wishing to join the Fort Collins Pickleball Club as long as they remain in good standing. Members are entitled to attend all meetings, functions and activities of the FCPC, including Board meetings (excepting Executive Sessions of the Board), and member meetings. Each member shall have a single vote in the election of Board Members and on other business of the Club consistent with the Bylaws.
Section 2 — Membership Meeting: The membership shall meet at least once a year typically during the first week in September to accept new and renewing memberships and conduct FCPC business. The club president shall conduct the meeting. The Club’s previous year financials and proposed budget for the upcoming year will be presented.
Section 3 — Meetings, Notice, Quorum, Passage, Attendance: Notice of all meetings shall be published by e-mail to the members and well as posted on the Club’s website. A quorum of members will consist of the physical or electronic attendance of those members present. The presiding officer for each meeting will establish the appropriate rules of order. Except as provided in Article VI; a measure brought before the membership shall require a majority vote. Meetings may be attended in person by physical presence or by electronic attendance (by telephone). Upon receiving all of the votes, the presiding officer will forthwith announce the vote count and certify the result to the organization secretary.
Section 4 – Membership rolls. The Secretary of the Club shall maintain a membership roll of the members of the Club.
- The membership roll will be kept confidential and used solely for Club purposes. Any member of the Club may request a copy of the membership roll for approved Club purposes only. Such request must be made in writing or by email to the Board describing the intended Club related use by said member. The requesting member shall be required to sign any and all required documents pertaining to the member’s request. The Board will determine by a vote whether or not to grant the member’s request. If it is determined by the Board that the member improperly used the membership roll, the Board may vote to remove the member under Section 8 of this Article. The Board is authorized to distribute the membership roll for authorized Club activities, as approved by the Board of Directors.
Section 5 – Voting Rights. Each voting member, at least 18 years of age, and in attendance at the Annual Meeting shall be entitled to one vote. Voting will be done by secret ballot in the election of members to the Board of Directors.
Section 6 – Right to Hold Office. Each voting member at least 18 years of age is entitled to run for a position on the Board of Directors under the procedures established by these Bylaws, and if elected, to run for any office of the Club.
Section 7 – Member Resignation. Any member may, at any time, voluntarily resign his or her membership in the Club.
Section 8 – Member Termination. As a member of FCPC, it is important that proper conduct is displayed at all FCPC related events and venues. Should a member exhibit poor conduct, the matter will be referred to the Board for disciplinary action and or termination of membership pursuant to such rules and procedures that the Board may from time to time adopt.
ARTICLE III – BOARD OF DIRECTORS
Section 1 — Board Role, Size, and Compensation: The Board is responsible for overall policy and direction of the Fort Collins Pickleball Club. The Board shall have a minimum of five (5) members, including the elected officers and the immediate Past President. Club officers may appoint other At-Large Board members as required. Board members will receive no compensation other than reimbursement for reasonable expenses and out-of-pocket costs.
Section 2 — Terms: After the founding board members serve an initial one-year term, an election shall be held and half minus one of the new board members shall be elected for a one year term and the rest for a two-year term. Subsequently all board members and elected officers shall serve two-year staggered terms. Board members and officers may seek re-election after the expiration of their terms.
Section 3 — Election of Board Members: Prior to the annual meeting, the Board will assemble a slate of candidates to fill openings on the board. The slate will be emailed to the membership with a request for additional nominations. After nominations, close, a second e-mail will be sent with the full slate of candidates and the membership will be asked to vote. The results of the vote will be presented at the annual meeting.
Section 4— Election of Club Officers: The Board will establish staggered term limits among the Club officer positions to ensure board continuity year-to-year. The election of Board Officers (President, Vice President, Secretary and Treasurer) whose terms have expired will take place at the first board meeting following the election of the new Board. Club Officers will be selected by majority vote of the board members. Club officers so elected shall serve a term beginning immediately.
Section 5 — Meetings, Notice, Quorum, Passage, Attendance: The Board shall meet at least quarterly at an agreed upon time and place. Notices shall be published by email to directors. A quorum will consist of the physical or electronic attendance of not less than 50% of the Board membership. The presiding officer for each meeting will establish the appropriate rules of order. Except as provided in Article VI; a measure brought before the board shall require a majority vote. Meetings may be attended in person by physical presence or by electronic attendance (by telephone). Upon receiving all of the votes, the presiding officer will forthwith announce the vote count and certify the result to the organization secretary.
Section 6 — Notices: All notices of the organization required to be in writing may be sent by e-mail and posted on the Club’s website. Upon appointment to the board, all members shall furnish the Secretary of the organization with their respective email addresses.
Section 7 — Officers and Duties: There shall be five officers on the Board, consisting of a president, a vice president, a secretary, a treasurer, and the last past club president (except for the initial one-year term at the founding of the Club). Their respective duties are as follows:
- President. The President shall convene regularly scheduled board meetings, shall preside or arrange for other members to preside at each meeting in the following order: Vice-President, Secretary, and Treasurer. The president shall establish committees as required to carry out organizations functions.
- Vice-President. The Vice President shall carry out tasks and chair committees as assigned by the president.
- Secretary. The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
- Treasurer. The Treasurer shall maintain possession of all organization funds, reporting thereon at each board meeting, advise the board in the preparation of the annual budget, and make financial information available to board members and the public as required.
- Past-President. The Past-President shall provide guidance and recommendations to the board based on previous experience.
- Officers Rule. No person may hold more than one office as an officer, unless otherwise approved by the Board.
The board may appoint, as required, additional At Large board members to conduct business of the Club such as the Tournament Director for upcoming amateur Pickleball competitions, a Membership Director for helping to foster and grow the sport of the Pickleball among the local populace, and/or a Committee Director for organizing and managing all FCPC committee functions as established by the president.
Section 8 — Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Section 9 — Approval of Conflicting Interest Transactions Involving Officers: The Club may enter into a contract, transaction or other financial relationship between the Club and an officer, or between the Club and a party related to the Officer, or between the Club and an entity in which the officer is a director or officer or has a financial interest, provided that the material facts as to the officer’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board prior to the time that the board authorizes approves or ratifies the conflicting interest transaction, and the board in good faith authorizes approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of disinterested members of the board, even though the disinterested directors may be less than a quorum. Any board member involved in such a conflict of interest shall not have a vote in approving or disapproving such transactions.
Section 10— Resignation, termination and absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors. Absences will be excused at the discretion and vote of the board.
Section 1 — Committee formation: The president shall establish temporary or standing committees which will be approved by the board. The president shall appoint all committee chairpersons.
Section 2— Executive Committee: The President, Vice-President, Treasurer and Secretary shall serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3— Finance Committee: The Treasurer is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall end May 31 st. Annual reports are required to be submitted to the board showing income, expenditures. The financial records of the organization are public information and shall be made available to board members and the public, upon written request.
Section 4 — The Board of Directors shall form committees as needed and desired by the Board or the membership. All committees shall report on their activities at the Board of Director Regular Meetings.
ARTICLE V — FINANCIAL
Section 1— Annual Budget – A proposed annual budget shall be prepared for presentation at the annual Membership meeting. The Board must approve the budgeted amount.
Section 2—Fort Collins Pickleball Club Accounts — The Club shall maintain such checking and banking accounts as may be necessary to conduct FCPC business. All receipts shall be filed in these accounts. Receipts and invoices covering all such transactions shall be kept by the Treasurer as part of the Club’s records. The Treasurer must file all appropriate documentation with the IRS and the State of Colorado.
Section 1 — Amendments: These bylaws may be amended by two-thirds majority of the board of directors. Any member in good standing may present a proposal to the Board for an amendment to these Bylaws. The proposed amendment shall be delivered to the President in writing with a statement of the reasons for the proposed amendment.
ARTICLE VII – MISCELLANEOUS
Section 1 — Sponsorship: The Board of Directors may determine, from time to time, the amount of sponsorship fee payable to the Club by sponsors of related Club activities, i.e., tournaments.
Section 2 — Club Rules: The Board of Directors may, by appropriate resolution, establish and amend whatever rules regulations, policies and procedures it deems necessary and appropriate in order to assure the proper and orderly functioning of the Club, including, but not be limited to: Committee Descriptions, players and the code of conduct, as approved by the Board. The Board may compile these rules, regulations, policies and procedures in a Club handbook. The handbook will be reviewed and amended as needed.
Section 3 — Governing Law, Jurisdiction and Venue: The laws of the State of Colorado shall govern these bylaws. Jurisdiction and venue of any action as to these bylaws and the interpretation, enforcement or the determination of the rights and duties under these bylaws shall be the District Court of Larimer County, Colorado.
ASSENT TO ADOPTION OF BYLAWS
The undersigned President and Vice-President of the Club do hereby certify that the Bylaws of Fort Collins Pickleball Club, Inc., a Colorado Nonprofit LLC, were duly adopted on September 6, 2018.
Russ Cowart, President
Eugene Doyle, Vice-President