BY-LAWS

of

TRI-CITY DISC GOLF CLUB

--a Washington Non-Profit Corporation

 

I.PURPOSES

 

Section l.The Tri-City Disc Golf Club is organized and shall be operated exclusively for charitable, educational, or scientific purposes, consistent with the provisions of Sections 170 (c) and 501 (c) (3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any future U.S. Internal Revenue Law, including the making of distributions to organizations that qualify as exempt organizations under those sections.

 

Section 2.Within its general purposes, the corporation shall be operated primarily to promote the creation and use of a disc golf course at Columbia Park and other public places for the benefit of the general community, and to otherwise promote the sport of disc golf in the Tri-City area.

 

II.DIRECTORS

 

Section l.†† The board of directors of the Corporation, who shall manage its business and affairs, shall consist of not less than three nor more than nine persons, selected by the members of the Corporation at their annual meeting.Directors shall serve three-year terms, provided that vacant positions may be filled by action of the board until the next annual meeting.The terms of directors shall expire on a rotating basis, with no more than one-third of the directorsí terms expiring at any one time.

 

Section 2.†† The Corporation and its board of directors may utilize consensus decision-making whenever possible; however, any member reserves the right to a parliamentary vote on a particular issue, if requested.

 

Section 3.†† Regular meetings of the board shall be held at such times and places as the board shall designate by resolution, upon 3 days notice of such resolution delivered personally or by mail to each board member and to each member of the corporation requesting such notice.

 

Section 4.†† Special meetings of the board may be held at the call of the chair or of any five members of the board upon three days notice delivered personally or by mail.

 

Section 5.†† At the board meeting following the annual membership meeting in each year the board shall elect the officers of the corporation for the coming year as set out in Article IV.

 

Section 6.†† Meetings of the board shall be open to all members of the corporation unless the board shall declare a particular meeting or portion of a meeting an executive session.Meetings may be conducted by telephone conference call, so long as a majority of the directors present approves, and all persons entitled to participate are accommodated.

 

Section 7.†† Any member who misses three consecutive meetings without reasonable excuse may be removed by the board, which may also remove board members for other cause.

 

III.MEMBERSHIP

 

Section l.The membership of the corporation shall consist of all persons and organizations who support the purposes of the corporation, who pay dues in the amount established for the current period by the board of directors, and whose membership is approved by the board of directors.†† The board of directors may waive the dues of any particular member if such waiver would be in the best interests of the corporation.Members may be removed for cause.

 

Section 2.†† An annual meeting of the corporationís members shall be held at a date and place within Benton or Franklin County fixed by resolution of the board, upon at least ten days prior written notice to all members, for the purpose of selecting members of the board for the coming year, and for such other business as shall be brought before the meeting.

Section 3.A special meeting of the members may be called for the purpose specified in the call by the president, or upon the request of the board, or of 20% of the members of the corporation.

 

Section 4.For all decision-making purposes, membership shall be defined as those members of record as established by the Secretary at the time of the call for any membership meeting, which shall not be more than 30 days prior to the meeting.

 

Section 5.The president shall preside over meetings of the membership, and the secretary shall record minutes of such meetings.

 

 

 

 

IV.OFFICERS

 

Section l.†† The officers of the Corporation shall be the President, Vice-President, Secretary and Treasurer, who shall be elected by the board of directors from among the members of the board at its first meeting following the annual meeting of the members, and shall serve from the time of their election for one year or until their successors are elected.The board may remove and replace officers upon a two-thirds vote of board members present.

 

Section 2.†† The President of the Corporation shall have the general supervision and direction of its affairs, shall preside at all meetings of the board and members, and shall be an ex officio member of all committees.

 

Section 3.†† The Vice-President shall perform the duties of the President in the absence or incapacity of the President, and shall perform such other duties as the board may require.

 

Section 4.†† The Secretary shall keep records of the proceedings of all meetings of the board, and shall maintain the general records of the Corporation, or oversee the keeping of such records.

 

Section 5.†† The Treasurer shall submit an annual report of the financial operations of the Corporation and such interim reports as the board shall require, and shall perform all other usual duties pertaining to such office.

 

Section 6.†† The board may appoint other officers and may set out the duties of such officers, who shall serve subject to the provisions of Section l.

 

Section 7.Any action by the board without a formal meeting shall require the written consent to the action by the entire board executed prior to action taken.

 

V.COMMITTEES

 

Section 1.††††† There shall be an executive committee, a nominating committee, and such further standing or other committees as the board shall from time to time appoint.

 

Section 2.The executive committee shall be composed of the officers of the corporation and the immediate past president, and shall act for the board between its meetings and shall exercise all powers of the board except any which have been expressly reserved by resolution of the board or by these by-laws, the articles of incorporation, or the laws of the State of Washington.Members of the executive committee shall be given reasonable notice of the time and place of each meeting of the committee.

 

Section 3.The nominating committee shall be composed of not less than 3 nor more than 5 members of the corporation, who shall be appointed by the President with the approval of the board, and shall present nominations for all director positions to the annual membership meeting, and shall also recommend officers to the board of directors.Additional nominations may be made by any member of each body.

 

Section 4.There shall be at least one member of the board on all other committees, which may have additional members from the general membership and beyond the membership, as appointed by the President with the approval of the board.

 

VI.QUORUM

 

††††††††††† A quorum for the transaction of business at all Corporation meetings shall be a majority of the existing members of the board or other body conducting the meeting, except for general membership meetings at which those present after proper notice shall constitute a quorum, and executive committee meetings, which shall require a majority of the committee.

 

VII.FISCAL YEAR

 

††††††††††† The fiscal year of the Corporation shall end December 31.

 

VIII.MISCELLANEOUS

 

††††††††††† Any notice required to be given pursuant to these bylaws may be given to the current electronic mail address of any person who has notified the corporation of such an address.

IX.AMENDMENTS

 

††††††††††† These by-laws may be amended by a two-thirds vote of the members of the board of directors present at any properly called meeting,provided that notice of the proposed amendment is given in the notice for the meeting at which the amendment is adopted.

 

††††††††††† ADOPTED this 23 day of December††††††††††† , 2001.

 

††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ____________________________

††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† Secretary