ByLaws of Western BCA Pool Players Association
(An Oregon NonProfit Corporation)
ARTICLE I: GENERAL
SECTION 1. AMENDMENT.
The Bylaws of the Western BCA Pool Players Association, as amended August 13, 2006, November 19, 2006, April 1, 2007, May 4, 2008, March 11, 2011 and 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:
- to provide pool players well-run, well-officiated and competitive regional pool tournaments;
- to showcase the sport of billiards to the general public and the pool playing community;
- to provide pool players access to Western BCA tournament rules and etiquette;
- and to listen to and act on the legitimate concerns of those participating in Western BCA leagues.
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.
ARTICLE III: MEMBERSHIP
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.
- Rights and Obligations. All Members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer.
- Duties. Except for the corporate powers reserved to the Officers and Board of Directors as set out in these Bylaws, all corporate powers shall be exercised under the authority of, and affairs of the corporations managed under the direction of, the Members of the Association.
- Member Conflict of Interest. Members shall put aside their own interests when working on behalf of the Association.
SECTION 3. QUALIFICATIONS.
- Good Standing and Consent Required. No League Operator, Player Representative or “Members-at-Large” shall become a Member of the Association without first having first given his or her consent. League Operators, Player Representatives and “Members-at-Large” shall qualify as Members of the Association in good standing as long as they comply with the Bylaws and Policies and Procedures, or until they resign in writing to the Board of Directors, the President or the Secretary.
- Constituent Members.
- League Operators. A Western BCA League Operator must also be a BCA Pool League (BCAPL) League Operator.
- Player Representatives. A Western BCA Player Representative is a member in good standing of a Western BCA league, selected annually at its discretion to represent its players in the Association. There may be one Player Representative for each 30 players in a league. Player Representatives may resign for any reason by notifying their League Operator. Leagues, with a fifteen (15)-day notice to the Western BCA secretary, may replace one or more of their Player Representatives. Determination of player representation at the beginning of each year shall be prescribed in the Association’s Policies and Procedures.
- Members-at-Large: “Members-at-Large” may come from within the Western BCA player base or from the public at large. As desired by the Members of the Association, up to five (5) “Members-at-Large” shall be elected annually for a term of one year at the annual Association meeting. Nominations for “Members-at-Large” 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.
SECTION 4. TERMINATION, EXPULSION OR SUSPENSION.
- No Member of the Association may be suspended unless the Board of Directors first gives the Member not less than a fifteen (15)-day written notice by first class or certified mail of the suspension and the reasons therefore, and an opportunity for the Member to be heard by the Board, orally or in writing not less than five (5) days before the effective date of the suspension.
- No Member of the Association may be expelled or his or her membership suspended or terminated unless the Board of Directors first gives that Member not less than a fifteen (15)-day written notice by first class or certified mail of the expulsion or membership suspension or termination, and the reasons therefore; an opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion or membership suspension or termination; and, at the next regular meeting of the Association, ratification by the majority of the Members voting.
- Any written notice given by mail under this section must be sent to the last address of the Member shown on the Association’s records.
- The decision to suspend or expel the Member or to suspend or terminate his or her membership shall be final and shall not be reviewable by any court.
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 “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.
- Authorization. Any action which may be taken at any annual, regular or special meeting of the Association may be taken without a meeting of the Association provided the Association delivers a written ballot to every Member entitled to vote on the matter.
- Procedure. A written ballot shall set forth each proposed action; and provide an opportunity to vote for or against each proposed action.
- Validity. Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds any quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
- Ballots. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of directors; and specify a reasonable time by which a ballot must be received by the Association in order to be counted.
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:
- Supervise, implement, establish, control, and direct the affairs and policies of the Association as prescribed by applicable Oregon Revised Statutes, the applicable rules and procedures of BCAPL, and the Bylaws of the Association and such Policies and Procedures as may be adopted by the Members of the Association;
- Oversee the production of Western BCA tournaments;
- Review, for approval by the Members of the Association, the annual budget as submitted by the President;
- Keep an archive of Board records to include minutes of Board meetings and all proposals put before the Association.
- Recommend annual dues for approval by the Members of the Association;
- Conduct annual performance evaluations of Association officers;
- No fewer than three (3) Directors, acting as a Grievance Committee, will be activated as needed for the purpose of resolving player and/or Member grievances.
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.
- Annual Meeting. The Board of Directors shall hold its annual meeting the first Sunday in May of each year in conjunction with the end of the fiscal year and prior to the annual meeting of the Association. The purpose of the annual meeting of the Board of Directors shall be to receive annual reports, recommend dues and fees for the upcoming year, and transact any other business as may come before it.
- Special Meetings. Any four (4) Directors may call a special meeting of the Board of Directors. Special meetings are topic-specific and only matters within the purpose described in the meeting notice may be considered at a special meeting.
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.
- President. The President shall:
- Preside at all meetings and vote only to break a tie;
- Carry out all orders and resolutions of the Association.
- Appoint three Board of Director members to act as Western BCA Grievance Committee as needed;
- Serve as an ex-officio member on all committees and will have the same rights as any other committee member;
- Prepare an annual budget for submission to the Board of Directors for review;
- Conduct annual performance evaluations of annually appointed staff for submission to the Board of Directors for review;
- Carry out other duties as prescribed by the Association, and/or the Association’s Policies and Procedures.
- Vice President. The Vice President shall:
- Assume duties of the President when the President is unable or unwilling to perform his duties.
- Carry out other duties as assigned by the President and/or prescribed by the Association’s Policies and Procedures.
- Secretary. The Secretary shall:
- Provide notice of meetings, including agenda, to all Association Members;
- Determine if a quorum is present at any meeting;
- Record, transcribe and distribute minutes of all Association meetings according to Association Policies and Procedures;
- Maintain an official minutes’ book containing approved minutes of all Association, Board of Directors and Committee meetings, Bylaws and Bylaws revisions.
- Handle Association correspondence;
- Maintain a current roster of Members of the Association.
- Carry out other duties as prescribed by the Association’s Policies and Procedures.
- Treasurer. The Treasurer shall:
- Prepare and present financial reports/statements at Association meetings;
- Pay Association bills;
- Reconcile bank statements;
- Compile and maintain all financial information required for year-end tax preparation and deliver same to contracted tax preparer;
- Manage tournament finances as prescribed by the Association’s Policies and Procedures;
- Carry out other duties as prescribed by the Association’s Policies and Procedures.
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.
- Standing committees: Standing committees shall remain in effect indefinitely and shall be dissolved only by a 2/3 vote of the membership.
- Ad Hoc committees: Ad Hoc committees may be formed, be charged and be dissolved as they fulfill their purpose.
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.
- The Bylaws of the Association may be amended by a two-thirds (2/3) vote of the Members of the Association at any Association meeting, provided a copy of the proposed amendment has been sent to each Member at least fourteen (14) days prior to the meeting.
- Whenever an amendment or new Bylaws is adopted, it shall be copied into the minutes book with the original Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place.
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