ARTICLE I: GENERAL
SECTION 1. AMENDMENT.
The Bylaws of the Western BCA Pool Players Association, as amended July 22, 2012 are hereby amended in their entirety, as set forth herein.
SECTION 2. NAME.
The NAME of the Association is Western BCA Pool Players Association, and will be referred to in this document as “Western BCA” or the “Association”.
SECTION 3. PURPOSES AND OBJECTIVES.
Western BCA is a mutual benefit corporation as that term is defined and interpreted by Oregon Revised Statutes Chapter 65. The purposes and objectives of Western BCA are:
SECTION 4. REMUNERATION.
No part of the Association’s net earnings shall benefit any person having a personal and/or private interest in the activities of the Association, except as reimbursement for actual reasonable expenses incurred on behalf of the Association or, with approval by the Members of the Association, as compensation for service to the Association deemed exceptional.
ARTICLE II: CORPORATE OFFICES
SECTION 1. REGISTERED OFFICES.
The registered office of the Association and the registered agent's mailing address for notices shall be in the State of Oregon as required by the Oregon Non-Profit Corporation Statutes, but may be changed within the State of Oregon from time to time as may be approved by the members. Upon the change of registered agent's mailing address and/or registered office, the Board shall direct that the appropriate forms be filed with the Corporation Division of the Secretary of State of the State of Oregon.
SECTION 2. OTHER OFFICES.
The Association may have other offices in or outside the State of Oregon as the Board may designate based on the needs of the Association.
SECTION 1. CLASSES AND VOTING.
Membership in the Association shall consist of approved League Operators, registered Player Representatives and elected " Members-at-Large". There shall be one class of Members of the Association. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, or the Bylaws of the Association.
SECTION 2. RIGHTS, DUTIES AND OBLIGATIONS.
SECTION 3. QUALIFICATIONS.
SECTION 4. TERMINATION, EXPULSION OR SUSPENSION.
SECTION 5. DUES.
All League Operators, all Player Representatives, all “Members-at-Large” and all players belonging to the Member leagues shall remain current in the payment of dues. The Members of the Association may change, at the recommendation of the Board, the amount of the annual dues at its annual Association meeting, and that amount may not then be changed for one full year or until the next annual meeting of the Association, whichever is sooner.
SECTION 6. NO RENUMERATION; EXCEPTION.
No Member of the Association shall receive any salary or other regular compensation for his or her service, but the Board of Directors or its designee may reimburse Members for expenses incurred relating to Association business and may, with approval by the Members of the Association, authorize compensation to Members for service deemed exceptional.
SECTION 7. ANNUAL MEETINGS.
The annual meeting of the Association shall be held on the first Sunday in May to elect the Board of Directors, Officers, and & quot;Members-at-Large" according to the Association's Bylaws and Policies and Procedures, approve dues and fees, recharge committees, approve their chairs and conduct any other business that comes before the Association. The Annual Meeting is open to all members and any league players wishing to attend; however, only members (League Operators, Registered Player Representatives and elected Members-at-Large) may vote.
SECTION 8. REGULAR MEETINGS.
In addition to the annual meeting, the Members of the Association shall meet at least once every three months after the annual meeting to conduct business as may come before it.
SECTION 9. SPECIAL MEETINGS.
The President, the Board of Directors or any ten (10) Members of the Association may call special meetings. Special meetings shall be topic-specific and only matters within the purpose described in the meeting notice may be considered at a special meeting.
SECTION 10. NOTICE OF MEETING.
Except as otherwise provided by these Bylaws, notice of all meetings of the Association shall be given to each Member at the last address of record, by electronic mail (email) or facsimile at least fifteen (15) days before the meeting. The notice shall include the date, time, place and purposes of the meeting.
SECTION 11. QUORUM AND VOTING.
The attendance of ten (10) Members at an Association meeting shall constitute a quorum. A majority vote of the Members voting shall be the act of the Members, unless otherwise provided for by these Bylaws.
SECTION 12. PROXY VOTING.
There shall be no voting by proxy.
SECTION 13. ACTION BY WRITTEN BALLOT.
SECTION 14. ALTERNATIVE MEETING VENUE.
Any regular or special meeting of the Association may be conducted through use of electronic means by which all Members participating may simultaneously hear each other during the meeting.
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1. DUTIES.
The Board of Directors shall manage the business and affairs of the Association including but not limited to the following:
SECTION 2. NUMBER.
The Board of Directors shall consist of seven (7) Members of the Association.
SECTION 3. DIRECTOR CONFLICT OF INTEREST.
The Board of Directors shall put aside their own interests when working on behalf of the Association, and shall comply with the relevant requirements for Directors as set forth under Oregon law.
SECTION 4. ELECTION.
The Board of Directors shall be elected at the annual Association meeting by a majority vote of the Members present and voting. All Board Directors must be members of the Association. Nominations for Directors shall be called for and may be submitted at the meeting prior to the annual meeting or may be made from the floor at the annual meeting. A Board Director may not occupy any other office of the Association while serving on the Board. Newly elected Board Directors will take office effective June 1.
SECTION 5. TERMS OF OFFICE.
Term of office shall be two years with three (3) Directors elected in odd years and four (4) Directors elected in even years. A Director may be reelected without limitation on the number of terms he or she may serve. A Director may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary.
SECTION 6. NO REMUNERATION OF DIRECTORS; EXCEPTION.
No Director shall receive any salary or other regular compensation for his or her service, but the Board of Directors or its designee may reimburse Directors for expenses incurred relating to Association business. The Members of the Association may authorize compensation to Directors for service deemed exceptional.
SECTION 7. REMOVAL OF DIRECTORS.
The Members of the Association may remove one or more Directors elected by them with or without cause only at a special meeting called for the purpose of removing the Director, and the meeting notice shall state that the purpose, or one of the purposes of the meeting is removal of the Director. The Director may be removed only if the number of votes cast to remove the Director would be sufficient to elect the Director at a meeting to elect Directors.
SECTION 8. VACANCIES.
In the event a Director position becomes vacant between the elections of Directors, the Members of the Association shall nominate and elect a replacement Director to complete the term by affirmative majority vote at their next meeting.
SECTION 9. QUORUM AND ACTION.
A quorum of the Board of Directors shall consist of no fewer than four (4) Directors.
SECTION 10. MEETINGS.
SECTION 11. ALTERNATIVE MEETING VENUE.
Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all directors participating may simultaneously hear or read each other's communications during the meeting; or all communications during the meeting are immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
SECTION 12. ACTION BY CONSENT.
Any action required or permitted by law to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.
ARTICLE V: OFFICERS
SECTION 1. GENERAL.
Association Officers shall be a President, Vice President, Secretary and Treasurer, and any other Officers as the Association may elect at the annual meeting.
SECTION 2. DUTIES.
SECTION 3. ELECTION.
Officers shall be elected by ballot of the Members at the annual Association meeting. Nominations for office shall be called for and may be submitted at the meeting prior to the annual meeting or may be made from the floor at the annual meeting. All Officer nominees must be Members of the Association. No person may be elected to more than one office at any one time. Newly elected Officers will take office on June 1. An Officer may be reelected without limitation on the number of terms he or she may serve.
SECTION 4. TERMS OF OFFICE.
The term length for each office shall be two years with the President and Vice-President elections being held in even years and the Secretary and Treasurer elections being held in odd years. An officer may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary.
SECTION 5. VACANCY.
In the event an Officer position becomes vacant between the elections of Officers, the Board of Directors shall appoint a Member of the Association as the replacement until at their next meeting the Members of the Association shall elect a replacement Officer to complete the term by affirmative majority vote.
SECTION 6. REMOVAL.
Any Officer may be removed from office at any time with or without cause by the Board of Directors, with approval of the Members of the Association.
SECTION 7. REMUNERATION.
No Officer shall receive any salary or other regular compensation for his or her service, but the Board of Directors or its designee may reimburse Officers for expenses incurred relating to Association business. The Members of the Association may authorize compensation to Officers for service deemed exceptional.
ARTICLE VI: COMMITTEES
SECTION 1. COMMITTEE CREATION AND FUNCTION
One or more committees may be created as deemed desirable by the membership and in accordance with Association Policies and Procedures and may or may not be authorized by the membership to exercise authority of the Association.
SECTION 2. COMMITTEE TYPES AND AUTHORITY.
SECTION 3. COMMITTEE OPERATION.
Committees shall operate according to Association Bylaws and Policies and Procedures.
ARTICLE VII: CORPORATE RECORDS
SECTION 1. INSPECTION.
The accounts and books of the Association, including the minutes book or copies of the same, shall be open to inspection by Members of the Association and Board of Directors during regular business hours or at times as authorized by the Board. All records shall be archived in a safe manner under the control of the Secretary.
SECTION 2. BYLAWS.
The original or a copy of the Bylaws and any amendments thereto, certified by the Secretary or the President, shall be open to inspection by Members of the Association and Board of Directors to the same extent as other corporate records.
SECTION 3. CHECKS, DRAFTS, ET CETERA.
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness, issued in the name of or payable to the Association, shall be signed or endorsed by a properly authorized officer of the Association.
SECTION 4. EXECUTION OF DOCUMENTS.
The Association may, except as otherwise provided in the Bylaws, authorize any Officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Unless so authorized by the Association, no Officer or agent will have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or for any amount.
ARTICLE VIII: GENERAL PROVISIONS
SECTION 1. INDEMNIFICATION.
The Association shall indemnify its Officers, Directors, employees and agents, and any persons serving at its request as a Director, Officer, or agent against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them to the full extent permitted by the Oregon Business Corporation Act, or other provisions of the laws of the State of Oregon relating to the indemnification of Officers, Directors, employees, and agents as from time to time shall be in effect.
SECTION 2. WAIVER OF NOTICE.
Whenever any notice to any member or director is required by Oregon law, the Articles of Incorporation, or the Bylaws, a waiver of notice in writing signed at any time by the person entitled to notice shall be equivalent to the giving of notice.
SECTION 3. AMENDMENT OF BYLAWS.
Dated: July 22, 2012.
Approved by Members on the 22nd day of July, 2012.
WESTERN BCA POOL PLAYERS ASSOCIATION, INC.
By: Darcy Williams
By: Julie Fraser