BYLAWS OF BAINBRIDGE ISLAND PICKLEBALL COMMUNITY, a State of Washington Non-Profit Corporation

ARTICLE I

Organization and Purpose

The Purpose of Corporation: To promote a fun, welcoming, and inclusive environment for pickleball in Bainbridge Island, Washington, the birthplace of the sport, while creating opportunities for friendly competitive play. The purpose also includes working to build and maintain high quality, year round, publicly available courts, honoring the history and traditions of the game, and enhancing the culture of this unique Bainbridge Island sport.

The Corporation shall be known as the Bainbridge Island Pickleball Community (BIPC) and shall be located in Bainbridge Island, Washington. The Corporation shall be governed by a Board of Directors elected by Members.

BIPC is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. BIPC is a State of Washington Charitable Nonprofit Corporation as defined by RCW 24.03A.010(6).

ARTICLE II

Board of Directors

Number and Powers: The Management of all the affairs, property, and interest of the BIPC shall be vested in a Board of Directors consisting of no fewer than seven (7) members and no more than (11). The term of service shall be two (2) years. The terms of service shall be staggered, alternating annually. All Directors must be Members of BIPC.

In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board of Directors may exercise, in good faith, all such powers of the BIPC and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances, and do all such lawful acts as are allowed by Washington law.

It shall be the duty of the Directors to further the purpose of the BIPC.

The Board of Directors shall be governed by the BIPC Bylaws. Failure to do so may lead to discipline, up to, and including removal from the Board of Directors. The BIPC Bylaws shall supersede any resolutions or votes of the Board of Directors, except votes to amend these Bylaws.

Vacancies: If a Director position becomes vacant, except if the vacancy or vacancies reduces the total number of directors below seven (7), the Chairperson shall, with the approval of a majority of the Board, appoint an individual to fill the remainder of the term of the vacancy. In the event the total number of directors falls below seven (7), the remaining directors shall nominate a number of Directors sufficient to reach seven (7) directors, and call a special Member meeting to elect the nominees, according to the nomination process set forth in these Bylaws, before any further business or votes of the Board of Directors is conducted.
Removal of Directors: A Director may be removed by a two-thirds majority vote of the members of the full Board of Directors if they determine that the conduct of the Director is having a negative effect on the BIPC or if the Director fails to fulfill his or her duties as Director.
Records: All Board members, upon retiring from office, shall deliver all records and other property belonging to the BIPC to their successor.
Annual Meeting Time: The annual meeting of the BIPC Board of Directors for the transaction of such business as may properly come before the meeting shall be held each year within thirty (30) days following the Annual Meeting of Members and upon fourteen (14) days notice.
Regular Meetings: Regular meetings of the Board of Directors, or any committee designated by the Board of Directors, may be held at such location in Bainbridge Island, Washington, as the Board of Directors may from time to time designate. Notice of the date, time and place of the meeting shall be provided to all Directors by telephone, mail, e-mail or fax at least ten (10) days in advance of the scheduled meeting. Notices of the date, time and place of the meeting shall be provided to members via e-mail. Board members may attend meetings via electronic means or such other remote means as may be available. Executive sessions of the Board may be called by the Chairperson, or the officer presiding in the absence of the Chairperson, at any time during a meeting of the Board for the conduct of business that is of a sensitive, proprietary or confidential nature. Executive sessions shall only be attended by Board members and other persons determined by the presiding officer to be necessary to conduct the business of the executive session. The minutes of the meeting shall record the opening and closing of the executive session and a brief general description of the subject of business conducted during executive session.
Special Meetings: Special meetings of the Board of Directors may be called at any time by the Chairperson or in the Chairperson’s absence upon written request by any two (2) Directors, to be held at the office of the BIPC or at such other place or places as the Directors may from time to time designate. Notice of the date, time and place of the meeting shall be provided to all Directors by telephone, mail, e-mail or fax at least two (2) days in advance of the scheduled special meeting. The business of special meetings shall be limited to those subjects identified in the notice of the meeting.
Waiver of Notice: Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the Director(s), whether before or after the time stated for the meeting, shall be equivalent to the timely giving of notice.
Quorum: A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business. The act of the majority of the full board of Directors shall be the act of the Board of Directors unless the act of a greater number is required by law.
Permitted Meeting Attendees: Board meetings may be attended by Members of the BIPC, but Members shall not have the right to vote at the Board meeting. The Board shall endeavor to give notice of Board meetings to Members but failure to give such notice shall not invalidate actions taken at the subject meeting. BIPC members shall be required to give a seven (7) days notice to attend a meeting of the Board of Directors.
Committees: The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall include at least one (1) Director and can include members of BIPC, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the BIPC: provided that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the BIPC. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon it or him/her by law.
Remuneration: No compensation shall be paid to Directors for their service.
Loans: The BIPC shall not loan money or credit to its Directors.
Disbursement: The BIPC shall not make any disbursements of income to any Director.
Action by Directors without a Meeting: Any action required or which may be taken at a meeting of the Directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
Attendance of Directors by Electronic Communications: Directors may participate in a meeting of Directors by means of a conference telephone or other electronic communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Nominating Committee: A Board Nominating Committee shall be appointed by the Board at least ninety (90) days prior to the Annual Meeting of Members. The committee shall consist of at least three (3) Directors and Two (2) Members, and shall present to the Board a nomination for all Board positions to be filled at least twenty one (21) days prior to the Annual Meeting of Members.

ARTICLE III

Officers

Designations: The officers of the BIPC shall be a Chairperson, a Vice Chairperson, a Recorder, and a Treasurer. The officers shall be appointed by the Board of Directors and shall hold office until the next annual meeting of Directors and until their successors are elected and qualified. Any two or more offices may be held by the same person, except: the offices of Chairperson and Recorder; and, the offices of Chairperson and Vice Chairperson.
The Chairperson: The Chairperson shall be the principal operating and administrative officer; possess the power to sign all contracts or other instruments of the BIPC; and have general supervision of the affairs of the BIPC. The Chairperson shall perform all other duties as are incident to the office or are properly required by the Board of Directors, however the Chairperson may delegate such duties to another officer or Director. The Chairperson shall preside at all meetings of Directors and the Annual Meeting of Members.
Vice Chairperson: During the absence or disability of the Chairperson, the Vice-Chairperson shall exercise all the functions of the Chairperson. The Vice-Chairperson shall have such powers and discharge such duties as may be assigned from time to time by the Board of Directors.
Recorder: The Recorder shall issue notices for all meetings, shall keep minutes of all meetings, maintain the BIPC’s records, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Recorder by the Board of Directors.
Treasurer: The Treasurer shall have the custody of all monies of the BIPC and shall keep regular books of account. The Treasurer shall disburse the funds of the BIPC in payment of the just demands against the BIPC or as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors from time to time as may be required of the Treasurer, an account of all transactions as Treasurer and of the financial condition of the BIPC. The Treasurer shall perform such other duties incident to the office or that are properly required by the Board of Directors.
Duty of Officers to Further BIPC Purpose: It shall be the duty of the officers to further the purpose of the BIPC.
Delegation: In the case of absence or inability to act of any officer of the BIPC and of any person herein authorized to act in his/her place, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any Director or other person whom it may select, except as designated in Article III, Part 1.
Vacancies: In the event of a vacancy in the office of Chairperson, the Vice-Chairperson shall become Chairperson and assume the Chairperson’s term for the remainder of the term. Vacancies in any office arising from any cause may be filled by the Board of Directors at any meeting of the Board of Directors.
Conflicts of Interest: A Director shall make aware either in person at a Board of Directors Meeting or Special Meeting, or via electronic means or via mail, all the other Directors of any potential Conflict of Interest of that Director. Directors shall recuse themselves from any votes in which there is a personal or professional conflict of interest. A two-thirds majority may force the recusal of a Director deemed to have a conflict of interest.

BIPC may enter into a contract, transaction or other financial relationship between BIPC and a Director or an Officer or person or entity related to such Director or Officer, provided that the material facts as to the Director's or Officer’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors 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. Any Director involved in such a conflict of interest shall not have a vote in considering such transaction.
Term - Removal: The officers of the BIPC shall hold office for two years until the next annual meeting of the Board of Directors and until their successors are elected and qualified. However, any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a two-thirds majority of the entire Board of Directors.

ARTICLE IV

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.

Depositories

The monies of the BIPC shall be deposited in the name of the BIPC in such bank or banks as the Board of Directors shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by the Board of Directors.
Expenditures more than $500 will require signatures of two of following three officers: Chairperson, Vice-Chairperson and Treasurer.

ARTICLE V

Notices

Except as may otherwise be required by law, any notice to any Director may be delivered personally, by mail or by electronic communication. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his/her last known address in the records of the BIPC, with postage thereon prepaid.

ARTICLE VI

Indemnification of Officers, Directors, Employees and Agents

The BIPC shall indemnify its officers, directors, employees, and agents to the greatest extent permitted by law. The BIPC shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the BIPC or who is or was serving at the request of the BIPC as an officer, employee, or agent of another organization against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the BIPC would have the power to indemnify such person against such liability under the provisions of this Article.

ARTICLE VII

Books and Records

The BIPC shall keep at its office or its Recorder’s office the following:

Current Bylaws
A record of officers' and Directors' names and addresses;
Minutes of the proceedings of the Directors, any minutes which may be maintained by committees of the Board, and minutes of the proceedings of the Annual Meeting of Members. Records may be written, or electronic if capable of being converted to written.

ARTICLE VIII

These Bylaws may be amended at any regular meeting of the Board or at a special meeting of the Board called for that purpose. Written copies of proposed amendments shall be provided by mail, e-mail or fax to each Director at least two (2) working days before said meeting, unless the Board of Directors shall waive such notice period by affirmative majority vote of the members of the Board. An affirmative two-thirds majority vote of the members of the Board is required for passage of amendments to the Bylaws.

ARTICLE IX

Disposition of Assets and Earnings

Upon the termination of the BIPC, its remaining assets shall be distributed to a similar local nonprofit corporation.

No part of the net earnings of the BIPC shall inure to the benefit of, or be distributable to its Directors, Members, officers, or other private persons, except that the BIPC shall be authorized and empowered to pay reasonable compensation for services rendered by persons other than Directors and officers.

ARTICLE X

Members and Meetings

Members: Member status (membership) shall be open to any individual person interested in supporting the purpose of BIPC. Member status will be without regard to race, color, religion, creed, national origin, sex, age, disability, gender identity, or sexual preference. The process for persons to become Members shall be as determined from time to time by the Board of Directors. Member status of all Members shall expire on April 30 of each calendar year. Memberships are not transferable.
Quorum: Ten percent (10%) of the Members, which must include a Quorum of Directors, present in person or by proxy at any duly-called meeting shall constitute a quorum. If a quorum is not present, the meeting shall be adjourned and rescheduled.
Annual Meeting and Notice: The Annual Meeting of Members of the BIPC shall be held in the month of April each year, and the date, time and place of meeting shall be fixed by the Board of Directors and specified in the notice given at least thirty (30) days in advance which may be given by email, regular mail or waiver of notice of such meeting. At the Annual Meeting, the Members shall elect Members to serve on the Board to succeed Directors whose terms are expiring or to fill any vacancy which has not been filled by the Board. The Chairperson shall present to the Annual Meeting a report upon the activities of the BIPC in the past year and the Treasurer shall present a financial report.
Candidates for the Board shall be presented by the Board Nominating Committee at the annual BIPC Member Meeting. A quorum (ten percent) of Members and at least one sponsor, who is a current member of the BIPC Board of Directors, shall have the opportunity to submit Board nominations until fourteen (14) days before the Annual Meeting. Members are not allowed to nominate additional candidates during the Annual Meeting.
Actions considered by the Members and the election of Directors 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 shall be adjourned and rescheduled. Cumulative voting is not permitted. Voting shall be conducted by secret ballot conducted by the Recorder.
Special Meeting: A special meeting of the Members may be called by three members of the Board of Directors or written request of ten percent (10%) of the Members and shall be held upon at least seven (7) days’ email or written notice to all Members at such e-mail or mailing address of each Member as set forth in the records of the BIPC.
Removal of Members: Members may be removed, with or without cause, by a two-thirds 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 five (5) 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. Removal shall be at the sole and exclusive discretion of the Board of Directors.
Dues: All Members shall be required, as a condition of continuing status as a Member, to pay the dues as established by the Board of Directors. Failure of any Member to pay dues shall result in loss of Member status. Payment of all amounts past due by any person who has lost Member status shall reinstate that person to Member status unless that person has been removed by the Board of Directors.
Proxies: Every Member entitled to vote for Directors or on any other matter shall have the right to do so either in person or by an agent authorized by a written proxy signed by the Member and filed with the Recorder of the BIPC. Such agent must be a Member. No proxy shall be valid after the expiration of ninety (90) days from the date of the proxy. Proxy forms and candidate lists shall be sent to the Members at least 10 days in advance of the Annual Meeting.
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.

Adopted by on Monday, June 10, 2024 during a regular meeting by unanimous vote the BIPC Board of Directors:

Clay Roberts (Chairperson)
Melissa Bang-Knudsen (Vice-Chairperson)
Mark Mumm (Treasurer)
Lindsey Brady
Lise Newman
Steve Jensen
Erin Phillips
Tom Kelly
Stephen Brashear (Recorder)

Amendments

Amendment of Article I to comply with State of Washington Code RCW 24.03A.010(6) by adding the following:

“BIPC is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. BIPC is a State of Washington Charitable Nonprofit Corporation as defined by RCW 24.03A.010(6).”

Amended on June 13, 2024 an unanimous vote of the BIPC Board of Directors:

Clay Roberts (Chairperson)
Melissa Bang-Knudsen (Vice-Chairperson)
Mark Mumm (Treasurer)
Stephen Brashear (Recorder)
Lindsey Brady
Lise Newman
Steve Jensen
Erin Phillips
Tom Kelly

Amendment to Article X, Item 3 to clarify who can be a sponsor:

A quorum (ten percent) of Members and at least one sponsor shall have the opportunity to submit Board nominations until fourteen (14) days before the Annual Meeting.

is amended to:

A quorum (ten percent) of Members and at least one sponsor, who is a current member of the BIPC Board of Directors, shall have the opportunity to submit Board nominations until fourteen (14) days before the Annual Meeting.

Amended on February 13, 2025 with the following seven votes of the BIPC Board of Directors:

Melissa Bang-Knudsen (Chairperson)
Carole Kitchell (Vice-Chairperson)
Mark Mumm (Treasurer)
Stephen Brashear (recorder)
Tom Kelly
Cindy Shea
Lindsey Brady

Amendment 3: First-time members who sign up for membership between January 1 and April 30 shall not be required to renew their membership until April 30 of the following calendar year. Members who enrolled in 2024 shall not be required to renew until April 30, 2026.

Melissa Bang-Knudsen (Chairperson)
Carole Kitchell (Vice-Chairperson)
Mark Mumm (Treasurer)
Stephen Brashear (Recorder)
Tom Kelly
Cindy Shea
Steve Jensen
Erin Phillips

[updated March 3, 2025]