​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. The Board shall consist of a President, Vice-President, Secretary, Treasurer and one (1) or three (3) at large Directors depending on the needs of the SHPC. Any voting member in good standing is eligible for these Board positions.
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; 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 each position from the membership and from current Board members 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 Officers will be two (2) years. The term of At-Large Directors will be two (2) year beginning with the elections held in 2025. Terms run from September 1 through August 31.
Section 3. To maintain a degree of consistency in the direction of the SHPC, the President and the Secretary shall be elected in even numbered years; and the Vice President and the Treasurer shall be elected in odd-numbered years. At-Large Directors shall be elected each year.
Section 4. There are no term limits for officers and At-Large Directors. The Board appoints a member to fill a vacancy if necessary.
Section 5. Ballots for Election of the Board at the annual summer meeting will be available at least 5 days prior to the meeting.
Section 6. Voting Board members are the President, Vice-President, Treasurer, Secretary,
and the At-Large Directors.
Section 7. 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 INTERST 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:
(i) An ownership or investment interest in any entity the SHPC deals with,
(ii) A compensation arrangement with the SHPC or any entity/individual it deals with, or
(iii) 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 – 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 XI – 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 XII - FISCAL YEAR
The SHPC’s fiscal year will be January 1st to December 31st.

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

ARTICLE XIV - 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.



Adopted by the South Haven Pickleball Club, Inc. July 25, 2024