BYLAWS OF SOUTH HAVEN PICKLEBALL CLUB, INC

ARTICLE I - GENERAL
This document constitutes the bylaws of South Haven Pickleball Club, Inc, (SHPC) a
Michigan Non-Profit Corporation, and shall replace and supersede any prior version of the
SHPC bylaws previously in effect. Not included in these bylaws is a separate SHPC rules
and regulations document.
These bylaws are subject to, and governed by the Non-Profit Corporation Act of Michigan
and the Articles of Incorporation of the South Haven Pickleball Club, Inc. In the event of a
direct conflict between the provisions of these bylaws and the mandatory provisions of the
Non-Profit Corporation Act of Michigan, the Non-Profit Corporation Act shall be the prevailing
controlling law.

ARTICLE II – NAME and OFFICES
The legal name of the organization is South Haven Pickleball Club, Inc, herein referred to as
the SHPC.
Offices - Because there will be no actual physical club office, the SHPC shall be located at
the residence of the SHPC’s current President.

ARTICLE III – PURPOSE
The general purposes for which the SHPC has been established are as follows:
SHPC is established within the meaning of IRS Publication 557 Section 501(c)(3)
Organization of the Internal Revenue Code of 1986, as amended or the corresponding
section of any future tax code and shall be operated exclusively for promoting an active and
healthy lifestyle directly associated with the game of Pickleball with equal emphasis on (1)
instructing game rules, player strategy, and social/good sportsmanship to all age groups and
skill levels; (2) Seeking new inside and outside playing venues for its members; and (3)
working cooperatively within the community with special interest groups to promote the sport
of Pickleball to all. This includes community education, fostering amateur sports competition
through Pickleball tournaments, promoting physical fitness, health, and well-being through
Pickleball activities and court venue development. SHPC shall not engage in any activity or
the exercise of any powers which are not in furtherance of its primary non-profit purposes.
SHPC shall not participate in any activities which are not permitted to be carried out by a
corporation exempt under Section 501(c) (3) of the Internal Revenue Code of 1986.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons, except that the corporation shall
be authorized and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of section 501(c)(3) purposes.
No substantial part of the activities of the corporation shall be carrying on of propaganda,
and the corporation shall not participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of or in opposition to any
candidate for public office.

ARTICLE IV - MEMBERSHIP
Section 1. New and Returning Members.
Membership shall be open to all persons the age of 18 or over. Individuals desiring to
become members of the SHPC or remain a current member must be of good character,
practice good sportsmanship, and agree to abide by these bylaws, rules of play and other
SHPC policies, practices, etc. He/she shall be required to prepare and submit a SHPC
application on the SHPC website, through a manual application mailed or handed to the
SHPC President, or other methodology as approved by the Board of Directors and pay the
then current annual dues. Failure to properly complete membership information is cause for
non-acceptance. Members in good standing are entitled to one (1) vote on matters coming
before the Membership.
Section 2. Dues and Term.
Each year dues may be assessed by the SHPC which are payable through the SHPC
website, through a manual application mailed to the SHPC President, or other methodology
as approved by the Board of Directors, herein referred to as the Board. Membership is not
activated until full payment has been received. Each member is required to have their own
individual email address for club membership. Annual Dues will be due and payable on the
anniversary date of the member’s previous year’s payment. Failure to pay membership dues
within 30 days from the date such dues are payable, he or she shall cease to be a member.
The Board has the right to change the membership year without SHPC membership
approval. The annual membership dues shall be for a single membership. Any change to
annual membership dues must be approved by a majority of the Board. The Board reserves
the right to further define membership options i.e. couples, family or multiple year
memberships.
Section 3. Discipline.
In the event a member’s behavior is potential cause for discipline, such as a violation of the
Code of Conduct or other questionable actions as may be determined by the SHPC Board or
special committee, discipline may be assessed up to and including termination of
membership. All members are encouraged to assist the SHPC Board or discipline committee
in determining the facts of the situation in question.
Section 4. Liability.
Members agree to sign and abide by the “Release of Liability” as stated on the most current
membership application form.

ARTICLE V - MEETINGS
Section 1. There will be an annual membership meeting each summer, date to be
determined by the Board. Additional membership meetings may be scheduled as needed.
Notice of all membership meetings will be emailed to members at least ten (10) days prior to
the meeting date. For communication purposes, all members are required to have their own
email service. Members shall let the SHPC know of any changes of their email address.
Section 2. Special meetings may be called by the President or upon the written request of
three (3) Board Members or at least four (4) voting members of the SHPC. Notice of any
special meeting will be communicated to members at least ten (10) days prior to the meeting
date.
Section 3. The annual summer meeting will be held for the purpose of electing the Board of
Directors. In addition, the annual summer meeting will address the general needs of the
SHPC, including any future planning.
Section 4. At any regular or special meetings of members, a quorum shall consist of not less
than ten (10%) percent of the members entitled to vote, represented in person or by proxy.
The act of a majority of the members present at a meeting at which there is a quorum shall
be the act of the membership.

ARTICLE VI - BOARD OF DIRECTORS AND OFFICERS
Section 1. Composition of the Board.
The Board of Directors shall consist of not less than five (5) and not more than seven (7)
Directors, as determined by the needs of the SHPC. The exact number of Directors shall be
established from time to time by the Board. Any voting member in good standing is eligible to
serve as a Director.
The Board of Directors shall elect from among the Directors the officers of the SHPC, which
shall consist of a President, Vice-President, Secretary, Treasurer, and such other officers as
the Board may determine.
Section 2. Duties of officers:
a. President: Lead SHPC, preside at meetings, appoint committees with approval by the
majority of the Board, call special meetings as needed, fill Board vacancies with consultation
and approval by the majority of the Board, spokesperson for SHPC, maintain and update
SHPC’s membership lists, coordinate with other pickleball clubs and USAPA, issue rules and
guidelines when there are safety concerns or other requirements not covered by these
bylaws or the rules of play.
b. Vice-President: assume the duties of President if the President is absent, assist the
President in all SHPC activities and chair the SHPC education committee.
c. Secretary: take minutes of the annual and any additional or special membership meetings
and at SHPC Board meetings and make them available to the members upon request via
email; determine if a quorum exists at meetings; send notices to members; transfer all
records to successor at end of term.
d. Treasurer: collect dues and special assessments; disburse funds as directed by the
Board; provide a written financial report at each Board meeting; provide a verbal financial
report at the annual summer membership meeting; maintain complete records of all income
and expenses, including the SHPC checkbook; maintain and update SHPC’s membership
lists; accurately prepares and submits required reports in a timely manner to appropriate
legal authorities as to comply with City, County, State and Federal requirements; and transfer
all records to successor at end of term.
e. At-Large Directors: Attend Board meetings and lead or assist with SHPC events or
committees as directed by the President or Board.
Section 3. Action required or permitted to be taken under authorization voted at a meeting
of the Board or a committee of the Board may be taken without a meeting if, before or after
the action, all members of the Board then in office or of the committee, consent to the action
in writing or by electronic transmission. The written consents shall be filed with the minutes of
the proceedings of the Board or committee. The consent has the same effect as a vote of the
Board or committee for all purposes.
Section 4. The Board shall conduct ordinary business of the SHPC and shall meet as often
as determined by the President. Any such meeting of the Board shall require a quorum of a
majority of the Board members. All Board actions shall be determined by a majority of the
Board members present at a meeting.
Section 5. Although the Board meetings typically are working sessions, there are
opportunities for any member or members to address the Board and/or attend a meeting.
Any member or members may address the Board by requesting to be placed on the agenda
for discussion at the next Board meeting. The President reserves the right to hold a closed
meeting when deemed appropriate. Member(s) addressing the Board are encouraged to
provide a written copy of their topic for discussion in addition to verbally presenting to the
Board.

ARTICLE VII - ELECTION OF THE BOARD
Section 1. The SHPC or committee will seek and accept nominations for Director positions
from the membership and from current Directors who wish to seek another term.
Nominations must be submitted to the Board at least 14 days prior to the annual summer
meeting. Nominees may include their short bios and qualifications and shall be sent by email
to the membership with a notice of the date, time and place of the annual summer meeting.
The Board may appoint a nominating committee prior to the annual summer membership
meeting.
Section 2. The term of Directors shall be two (2) years. Terms run from September 1 through
August 31.
Director terms shall be staggered so that approximately one-half of the Board is elected each
year. In no event shall more than four (4) Directors (if the Board consists of seven (7) members) or more than three (3) Directors (if the Board consists of five (5) members) be
elected in any given year.
To implement staggered terms, the Board may designate certain Director positions to have
an initial one (1) year term, with all subsequent terms being two (2) years. The Board of
Directors shall determine and designate which Director positions are assigned to each term
cycle to maintain the staggered structure. Such designations shall be made in a manner that
ensures continuity of governance and compliance with the limitations set forth in these
Bylaws.
Section 3. There are no term limits for Directors. The Board appoints a member to fill a
vacancy if necessary.
Section 4. Removal of Directors.
A Director may be removed, with or without cause, by a majority vote of the members
present at a meeting at which a quorum is present, provided that notice of the proposed
removal is included in the notice of the meeting.
In addition, a Director may be removed for cause by a majority vote of the remaining
members of the Board of Directors. For purposes of this Section, “cause” may include, but is
not limited to, failure to attend meetings, violation of SHPC policies including the Code of
Conduct, conduct detrimental to the interests of the SHPC, or failure to perform the duties of
a Director.
Any Director subject to removal shall be given reasonable notice and an opportunity to be
heard prior to a vote on removal.
Section 5. Ballots for Election of the Board at the annual summer meeting will be available
at least 5 days prior to the meeting. Ballots will allow members to vote for as many
candidates as there are open positions during a given year’s annual election.
Section 6. Voting Directors.
Voting members of the Board shall be all duly elected Directors.
Section 7. Election and Term of Officers.
Officers of the SHPC shall be elected by the Board of Directors at its first meeting following
the annual meeting of members, or at such other time as determined by the Board. Each
officer shall serve for a term of one (1) years or until a successor is elected and qualified.
Officers may serve consecutive terms. There are no term limits for officers.
Section 8. Removal of Officers.
Any officer may be removed at any time, with or without cause, by a super majority vote of
more than 70% of the Board of Directors whenever, in its judgment, the best interests of the
SHPC would be served thereby.
Section 9. Vacancies in Office.
A vacancy in any office may be filled by the Board of Directors for the unexpired portion of
the term.
Section 10. No Board or committee members may be compensated with SHPC funds for
services rendered as a Board or committee member except for reimbursement of actual
expenses relating to the operation of the SHPC according to procedures established by the
Board of Directors.

ARTICLE VIII - COMMITTEES
The President, with the approval of a Board majority, may appoint committees to fulfill the
mission of the SHPC.

ARTICLE IX: CONFLICT OF INTEREST POLICY
Section 1: The purpose of this policy is to protect the interests of the SHPC when it is
contemplating a transaction or arrangement that might benefit the private interest of an
officer or director or result in an excess benefit transaction. This policy supplements any
applicable state and federal laws.
Section 2: Definitions:
Interested Person: Any director, officer, or committee member with governing board-
delegated powers who has a direct or indirect financial interest.
Financial Interest: A person has a financial interest, directly or indirectly, through business,
investment, or family, if the person has:
An ownership or investment interest in any entity the SHPC deals with,
A compensation arrangement with the SHPC or any entity/individual it deals with, or
A potential ownership or investment interest in, or compensation arrangement with, any
entity/individual the SHPC is negotiating with.
Section 3: Duty to Disclose
Interested persons must disclose financial interests and all material facts to the board or
relevant committee considering the proposed transaction or arrangement.
Section 4: Determining Conflicts of Interest
After disclosure, the interested person shall leave the meeting while the board or committee
discusses and votes on whether a conflict of interest exists.
Section 5: Addressing the Conflict of Interest
The interested person may present information but must leave during the discussion and
vote.
The board or committee shall explore alternatives to the proposed transaction or
arrangement.
If no better alternative exists, the board or committee shall determine if the transaction or
arrangement is in the SHPC’s best interest and fair and reasonable before proceeding.
Section 8: Compensation
A voting board member receiving compensation from the SHPC is precluded from voting on
their compensation.
No member receiving compensation may vote on compensation matters but can provide
information to the Board.

ARTICLE X: MEMBER PARTICIPATION, VOTING, PROXIES, AND QUORUM
Section 1. Participation by Electronic Means
(a) Authorization. Members may participate in any meeting of members in person or by
electronic means, including video conference or teleconference, as authorized by the Board
of Directors.
(b) Deemed Presence. A member participating by electronic means that allows
contemporaneous communication shall be deemed present in person for all purposes,
including quorum and voting.
Section 2. Quorum
(a) Meetings. A quorum shall consist of the number of members required under these
Bylaws, calculated as the total of:
(i) Members present in person;
(ii) Members participating by authorized electronic means; and
(iii) Valid proxies held by qualified proxy holders.
(b) Action Without Meeting. When a vote is conducted without a meeting, including by
electronic or written ballot, quorum is satisfied if the number of votes cast equals or exceeds
the quorum required at a meeting.
Section 3. Electronic Voting
(a) Authorization. Members may vote by electronic transmission in a meeting or in a vote
conducted without a meeting, using methods approved by the Board of Directors.
(b) Equivalence. A valid electronic vote shall be treated the same as a vote cast in person.
(c) Procedures. The Board of Directors shall adopt procedures to:
(i) Verify voter identity;
(ii) Ensure one vote per member;
(iii) Maintain ballot integrity and, where applicable, secrecy; and
(iv) Retain records sufficient to establish quorum and voting results.
(d) Revocation. An electronic vote may be changed or revoked prior to the close of voting.
Section 4. Proxies
(a) Authorization. Members may vote by proxy only as provided in this Section.
(b) Form and Delivery. A proxy must be:
(i) In writing or valid electronic transmission;
(ii) Authenticated by the member; and
(iii) Received by the Secretary by the deadline stated in the meeting notice.
(c) Scope and Duration. Proxies are valid only for the specific meeting and any
adjournment; proxies automatically expire at the conclusion of that meeting; general proxies
are not permitted unless expressly authorized in the meeting notice; otherwise, all proxies
must be directed.
(d) Revocation. A proxy is revoked by:
(i) The member’s attendance and voting in person or electronically;
(ii) A written or electronic revocation delivered to the Secretary; or
(iii) A later-dated proxy.
(e) Proxy Holder Limits. No person may vote more than five (5) proxies at any meeting.
(f) Eligibility. Proxy holders must be members in good standing unless otherwise authorized
by the Board of Directors. The Board may prohibit directors, officers, or management from
serving as proxy holders.
(g) No Substitution. Proxies may not be reassigned unless expressly permitted in the proxy.
(h) Cutoff. Proxies must be received no later than [24 hours before the meeting], or such
other deadline stated in the meeting notice. No proxies may be solicited or accepted at the
meeting.
Section 5. Interaction of Voting Methods
(a) Priority of Member Vote. If a member submits a proxy and later votes in person or
electronically, the member’s direct vote shall control, and the proxy shall be disregarded.
(b) Duplicate Voting Prevention. The Secretary shall implement procedures to ensure that
no member’s vote is counted more than once, regardless of the method used.
(c) Quorum Integrity. A member represented by proxy shall not be counted for quorum if the
member also participates directly in person or electronically.
Section 6. Administration and Recordkeeping
(a) Duties of Secretary. The Secretary, or the Secretary’s designee, shall:
(i) Verify proxies and electronic participation;
(ii) Maintain attendance and voting records; and
(iii) Determine the presence of a quorum prior to any vote.
(b) Authority of Presiding Officer. The presiding officer may rule invalid any proxy or vote
that:
(i) Does not comply with these Bylaws;
(ii) Is incomplete or ambiguous; or
(iii) Appears to compromise the fairness or integrity of the voting process.

ARTICLE XI – EXCULPATION OF LIABILITY; INDEMNIFICATION
Section 1. Exculpation of Liability.
Unless otherwise provided by law or expressly assumed, a person who is a member, officer
or director shall not be liable for the acts, debts, or liabilities of the SHPC.
Section 2. Indemnification.
Except as otherwise provided in this Article, the SHPC shall indemnify any director, officer,
member, employee, nondirector volunteer, or agent of the SHPC who was or is a party, or is
threatened to be made a party, to a threatened, pending, or completed action, suit, or
proceeding (whether civil, criminal, administrative, or investigative and whether formal or
informal), other than an action by or in the right of the SHPC, where such person is a party
because the person is or was a director, officer, member, employee, nondirector volunteer, or
agent of the SHPC or is or was serving at the request of the SHPC as director, officer,
employee, nondirector volunteer, or agent. The SHPC shall indemnify such director, officer,
member, employee, nondirector volunteer, or agent of the SHPC against expenses, including
attorney fees, judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by such person in connection with the action, suit, or proceeding. The
SHPC shall indemnify the director, officer, member, employee, nondirector volunteer, or
agent of the SHPC if the person acted in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances, and in a manner that
the person reasonably believed to be in the best interests of the SHPC. With respect to a
criminal action or proceeding, the person must have had no reasonable cause to believe that
his or her conduct was unlawful. To the extent that a director, officer, member, employee,
nondirector volunteer, or agent of the SHPC has been successful on the merits or otherwise
in defense of an action, suit, or proceeding, or in defense of any claim, issue, or other matter
in the action, suit, or proceeding, such person shall be indemnified against actual and
reasonable expenses, including attorney fees, incurred by him or her in connection with the
action, suit, or proceeding and any action, suit, or proceeding brought to enforce this
mandatory indemnification. Unless ordered by a court, any indemnification permitted under
this Article shall be made by the SHPC only as the SHPC authorizes in the specific case
after (a) determining that the indemnification is proper under the circumstances because the
person to be indemnified has met the applicable standard of conduct and (b) evaluating the
reasonableness of the expenses and of the amounts paid in settlement. This determination
and evaluation shall be made by a majority vote of the Board of Directors who are not parties
or threatened to be made parties to the action, suit, or proceeding. However, no
indemnification shall be provided to any director, officer, member, employee, nondirector
volunteer, or agent of the SHPC for or in connection with (a) the receipt of a financial benefit
to which the person is not entitled; (b) voting for or assenting to a distribution to Members in
violation of these Bylaws or the Act; or (c) a knowing violation of the law.
Section 3. The SHPC may maintain continuous “Errors and Omissions” insurance coverage
in type and amounts and amounts sufficient to reasonably protect officers and members of
the Board from payment of damages for liability or the payment of attorneys’ fees or
expenses, consistent with applicable law.

ARTICLE XII – DEDICATION OF ASSETS; DISSOLUTION
The properties and assets of the SHPC are irrevocably dedicated to and for non-profit
purposes only. No part of the net earnings, properties, or assets of the SHPC, on dissolution
or otherwise, shall inure to the benefit of any person or any member, director, or officer of the
SHPC. On liquidation or dissolution, all remaining properties and assets of the SHPC shall
be distributed and paid over to an organization dedicated to non-profit purposes which has
established its tax-exempt status pursuant to Section 501(c)(3) of the Internal Revenue
Code.

ARTICLE XIII - FISCAL YEAR
The SHPC’s fiscal year will be January 1st to December 31st.

ARTICLE XIV - CODE OF CONDUCT
SHPC has adopted the USA Pickleball Association (USAPA) Code of Conduct.

ARTICLE XV - AMENDMENTS
The bylaws may be amended by a vote of a majority members at a meeting at which a
quorum is present, following an explanation and discussion of the proposed changes.

Official Bylaws of the South Haven Pickleball Club, Inc. as of August 5, 2026