Purpose
Pickleball is a fun, healthy recreational activity. Evergreen Pickleball Club advocates for pickleball activities and facilities in the mountain foothills around Evergreen, Genesee, Conifer, Bailey, Pine, and Idaho Springs. EPC promotes good fellowship and sportsmanship among its members with social activities, tournaments and an eye on court courtesy.
EPC By-laws
Article I – General
Section 1 – Name: The name of this corporation shall be the Evergreen Pickleball Club, Inc. (EPC)
Section 2 – Principal Office Location: The principal office of the EPC is located in Jefferson County in the State of Colorado, and the substantial part of its activities are expected to take place in Evergreen, Colorado and the surrounding areas. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed nor require an amendment of these bylaws:
New Address: _________________
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Dated: _________________, 20__
New Address: _________________
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Dated: _________________, 20__
New Address: _________________
_________________
Dated: _________________, 20__
Section 3 – Objectives, Purpose and Authority: The objectives and purpose of the EPC are to promote good fellowship and sportsmanship among its members; to provide a fun healthy, recreational activity for its members; to advocate for and secure adequate public pickleball facilities in the greater Evergreen, Colorado area (including Conifer and surrounding areas); and to encourage active participation in playing pickleball by the general public including school children in local events, clinics, and tournaments conducted in accordance with USA Pickleball rules and Evergreen local rules. In furtherance of such objectives and purpose, the EPC has authority to take any and all action appropriate therefor, including but not limited to social events and merchandising.
Article II – Membership and Rights of Members
Section 1 – Eligibility: Those eligible for membership in EPC shall be any pickleball players who desire to support and participate in the programs. No member shall hold more than one membership. The term “member” in this document means a player in good standing.
Section 2 – Term of Membership: The annual term of membership shall be January 1 through December 31.
Section 3 – Dues and Fees: The annual dues of EPC shall be reviewed and decided by the Board of Directors, and subsequently reviewed on an annual basis. Dues are payable by January 1 except for new members who join the EPC and pay dues after that date in which case the dues and membership will be deemed effective as of January 1. Dues and fees are non-refundable.
Section 4 – EPC Events: Sponsored EPC events are open to any EPC member in good standing. Any fees for attendance will be set with approval of the Board. Non-members may also be invited with appropriately higher fees set by the Board.
Section 5 – Termination: Membership may be terminated by voluntary withdrawal, death, permanent incapacity, nonpayment of dues; violation of the provisions of these bylaws, the Evergreen Park & Recreation District/EPC Codes of Conduct, or criminal law; or is detrimental to the club’s reputation. Written notice of pending termination and the reasons will be provided by the Board at least 15 days in advance. The affected member may reply in writing not less than 5 days before the effective date and may request a hearing, and the Board will review all relevant facts and circumstances prior to final action.
Section 6 – Transfers: A member may not transfer their membership to another person.
Section 7 – Delegates: EPC will not appoint delegates to assume some or all authority of a member for any reason.
Section 8 – Rights of Members: All members of EPC shall have the same rights, privileges, restrictions, and responsibilities as set forth herein.
Article III – Board of Directors
Section 1 – Directors and Elected Officers: The Board of Directors of the EPC (“Board”) shall be the governing body of the EPC and shall conduct, manage and control the affairs and business of the EPC. The Board shall include four (4) Officers: President, Vice President, Secretary, and Treasurer; in addition, five (5) (7) at-large Board members (Amended by Board action 10/31/2023); and the Evergreen Ambassador as appointed by USA Pickleball. Board positions will be elected for a three-year term, such term to run from January 1 through December 31.
Board members shall be elected at the annual membership meeting at which a quorum is present, by a vote of the majority of the members present at that annual membership meeting. A quorum of the membership is any number of members who attend the membership meeting. The Board may reduce the number of Board members to no fewer than seven (7) members by resolution of the Board prior to the next annual meeting.
Board positions shall be arranged so as to rotate three (3) positions for re-election or replacement at the end of each year. Every third year only two Board positions will be up for renewal/ election or re-election, as the Evergreen Ambassador Board position is not up for election and not subject to a three-year term limitation. (Amended by Board action October 4, 2023) Officers and at-large members may not serve for more than two consecutive three-year terms in the Office and/or position to which they were elected. However, after a one-year waiting period, a former board member who has served two consecutive, three-year terms may seek re-election to the Board. If re-elected they may serve two additional, consecutive three-year terms.
Section 2 – Duties: It shall be the duties of the Directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
c. Supervise all officers, agents, and employees (if any) of the corporation to assure that their duties are performed properly;
d. Meet at such times and places as required by these bylaws;
e. Register their addresses with the Secretary of the corporation, and notices of meetings mailed or sent electronically to them at such addresses shall be valid notices thereof.
Section 3 – Vacancies: A vacancy on the Board shall exist on the death, resignation, or removal of any Director, and whenever the number of authorized Directors is increased. Any vacancy occurring among the elected Officers and/or at-large positions during the year shall be filled for the unexpired term of office by a vote of members of the Board. The unexpired term does not count toward the two consecutive, three-year terms of that newly elected member. One exception shall be that the Vice President shall automatically fill a vacancy in the office of President. In this event the remaining Board members shall appoint another Board member to fill the Vice President position. In the event that the remaining number of Directors does not constitute a quorum, a vacancy on the board may be filled by approval of a majority of the Directors then in office. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General or other appropriate agency of the State of Colorado.
Section 4 – Nominations to Fill a Vacancy: The President shall appoint a Nominating Committee for the purpose of identifying, vetting and nominating candidates to the Board for annual election by the members. At least one EPC member at-large will serve on the committee. The President shall announce the Board members and at-large club member(s) no later than October Board meeting. 1 each year. (Amended by Board action October 4, 2023) Current Board members who are approaching the end of the third year of their first term must declare their intent to run for re-election to a second term at the time the Nominating Committee is appointed. Candidates for the Board must be members in good standing. (Amended by Board action October 4, 2023)
In the event of a mid-term vacancy on the Board, the President will appoint a special Nominating Committee to fill the vacancy within 45 days of appointment.
Section 5 – Records: All Board members, upon retiring from office, shall deliver all records and other property belonging to the EPC to their successor.
Section 6 – Compensation, Personal Liability, Indemnification, and Insurance: Directors shall serve without compensation. Directors may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article IX of these bylaws.
Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation, except as provided by Colorado Law for breach of Director’s duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or violation of law, improper distributions of assets or improper personal gain. To the fullest extent permitted by law, neither the EPC, nor any committee of the EPC, nor any Officer or Director or committee member shall be liable to any member of the EPC or any other person or entity for any action or inaction made in good faith which they reasonably believed to be within the scope of their duties. The EPC, its Directors and Officers, and any committee members will not be liable to any facility at which EPC members play, or a member of the general public who also chooses to play at that facility, since such EPC members and/or members of the public are acting in their individual capacities in playing pickleball.
The Directors and Officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of Colorado.
The corporation, due to its lack of a permanent physical office and vehicle operations, and the limited scope of its activities, does not envision that it will provide insurance for its Directors or agents. However, except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, Officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
Article IV – Committees
The Board, by resolution, may establish committees from time to time for the purposes of advising the Board on matters deemed appropriate therefor. The resolution establishing such a committee shall set forth the purpose, terms and conditions of the committee as well as the members thereof.
Article V – Budgets and Finances
Section 1 – Budget: The Fiscal Year shall be January 1 through December 31. The President, working with the Treasurer, shall obtain from all Officers and Committee Chairpersons information necessary to compile an annual Operating Budget. The annual Operating Budget shall contain a reasonable estimate of revenues to be received during the year as well as proposed operating expenses. The Board shall adopt an annual Operating Budget no later than November 1.
Section 2 – Bank Account: The EPC Board shall establish and maintain a checking account at a local bank.
Section 3 – Check Signing: All checks written on the EPC account shall have the signatures as set forth in the Board resolutions setting forth the signature rights of EPC.
Section 4 – Records: Financial records, as maintained by the Treasurer, will be retained for a period of not less than three (3) years or as required by law.
Article VI – Officers
Section 1 – Designation of Officers: The Officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. The local Ambassador appointed by USA Pickleball shall serve as an ex-officio member of the Board.
Section 2 – Election and Term of Office: Officers shall be elected by the Board of Directors, at any time, and each Officer shall hold office until they resign or are removed or are otherwise disqualified to serve, or until their successor shall be elected, whichever occurs first. An exception is that the Vice President will automatically step into the President’s office at any time that office is open. Any Officer may be removed, either with or without cause, by the Board of Directors at any time. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy.
Section 3 – Duties of the Officers:
President: The President shall be the chief administrator of the EPC and shall preside over Board meetings; shall be an ex-officio member of all committees; shall appoint the Committee Chairpersons; and at the direction of the Board, shall appoint special committees. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, they shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. The President shall also be responsible for issuing guidelines and rules for club activities when there are safety concerns or other requirements not covered by these bylaws.
Vice President: The Vice President shall assist the President and shall, in their absence, or inability or refusal to act, perform the duties of that office. When so acting, the Vice President shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the Board of Directors.
Secretary and Membership Chairperson: The Secretary shall record the minutes of general and special meetings of the Board and shall be in charge of maintaining minutes of all EPC Board meetings during their term of office. If the Secretary is unable to attend a Board meeting, the President shall designate another Director to record the minutes for that meeting. In addition, the Secretary will be given and shall maintain meeting notes with outside organizations (EPRD, school representatives, etc.) for transparency of efforts of advocacy on behalf of the Board of Directors. The Secretary shall also keep the original of the bylaws for the corporation and ensure their compliance, and any other significant documents such as contracts, letters of donation, etc. The Secretary shall also maintain a book of members, with their contact information and status. The Secretary will provide, upon request of other Board members, an electronic contact list in addition to maintaining home addresses and phone numbers of all current EPC members. If the corporation receives a lawful request for examination of its records, the Secretary will coordinate a meeting with the requestor, at which the bylaws, the board minutes, other significant documents, and the membership list can be made available for inspection as required. Copies of any corporate records will not be released without approval of the Board of Directors. The membership list will not be made available for use for other than EPC activities by any person or entity and shall not be used for commercial purposes unrelated to EPC activities.
Treasurer: The Treasurer is the chief financial officer of the EPC; shall be responsible for receiving the annual dues from the membership, and other monies, if required; shall pay all bills owed by the EPC; and shall present a financial report at each meeting of the Board. The Treasurer shall also coordinate with all Board members and Committee Chairpersons on the development of the annual budget, as well as revisions to the budget. The Treasurer shall be responsible for collecting dues and filing all necessary state and federal financial reports and tax returns. The Treasurer will also make available for inspection all financial records if requested by a Board member, but copies will be released only by approval of the Board.
Section 4 – Execution of Instruments, Deposits, and Funds: The Board of Directors, except as otherwise provided in these bylaws, may by resolution authorize any Officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the persons authorized and in accordance with the Board resolution authorizing the same.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for purposes of this corporation.
Article VII – Meetings
Section 1 – Board of Directors: The President will schedule regular quarterly meetings of the Board at a place of their designation, such place to be notified to the Board members in advance. A special meeting of the Board can be called by the President if they deem the agenda item urgent or of time-critical importance. The special meeting notice will include the date of the meeting, the agenda for the special meeting and its location. Board meetings are open to members except for Executive Session which the President may call at any time.
Section 2 – Quorum: A legal quorum for a Board meeting shall be a majority of the voting members of the Board. Motions carried by a majority of Board members present at a meeting will be deemed action by the Board. Resolutions of the Board may be taken without a meeting provided that the resolution is unanimously approved in writing signed by all voting Board members.
Section 3 – General Membership Meetings: A meeting of all EPC members shall be held on an annual basis with prior notice given 15 days in advance, such notice to set forth the agenda for the meeting. Notice of the meeting may be provided by electronic means. The quorum for such meeting shall be the members present, plus a quorum (majority) of Board members. At the general membership meeting, the Board will provide an annual report of the EPC and, if applicable, the members will vote to elect one or more Board member(s), to fill a position upon the expiration of a Board member term, and the meeting will include only such other matters as specified as the agenda in the notice of meeting. Each member over the age of 18 shall be entitled to one vote.
Section 4 – Special Membership Meetings: A special meeting of the members may be called by the Board or the President for extraordinary reasons. A demand by at least 10 EPC members will be sufficient to call a special meeting. The notice for a special meeting will provide 15 days’ notice of the meeting, may be provided by electronic means, and will define the agenda for that meeting; no other business shall be brought before the meeting.
Section 5 – Questions to be Put to Member Poll: Polling of the members at a general or special meeting will be of an advisory nature only, and the results will be used by the Board as significant input to their deliberations on the specific question. The Board shall define questions to be put to a poll of members at an annual or special meeting. The notice of the meeting will identify the questions to be submitted to member poll, and the action contemplated by the Board depending on the results of the vote.
Action without a meeting: If deemed necessary by the Board, a question may be placed before the members by written survey and/or electronic means for polling. The deadline for member response shall be reasonable, and a reminder may but need not be sent to members who have not responded.
Article VIII – INTENTIONALLY LEFT BLANK
Article IX – Approval of Conflict of Interest
EPC may enter into a contract, transaction or other financial relationship between EPC and a Board member or an Officer or person or entity related to such Board member or Officer, provided that the material facts as to the Board member’s or Officer’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board prior to the time the Board authorizes, approves or ratifies the conflicting interest transaction, and the Board in good faith authorizes such transaction by the affirmative vote of a majority of the disinterested members of the Board, even if the disinterested members are less than a quorum. Any Board member involved in such a conflict of interest shall not have a vote in considering such transaction.
Article X – Amendments/Revisions
These bylaws may be repealed, amended or revised by the majority vote of the EPC Board at any regular or special meeting called by the Board or by the President.
Article XI – Dissolution
The EPC may be dissolved at any time by a vote of not less than two-thirds (⅔) of the Board members. Any remaining assets (after payment or provision for payment of all debts and liabilities of this corporation) will be distributed by a majority vote of the Board in accordance with applicable law.
Adopted as of December 10, 2019
Amended November 31, 2023