BY-LAWS
OF
THE NORTH CAROLINA RACQUETBALL ASSOCIATION,
INC., a non-profit corporation

Article I.

Name and Members

A.            The name of the organization shall be the North Carolina Racquetball Association, Inc., herein referred to as the NCRA.

B.            The post office address of the NCRA shall be the current address established by the current President of the organization and documented in the corporate minutes.  A default address of PO Box 14035, New Bern, NC 28561 shall be maintained.  (This is the address of Courts Plus Fitness Center, Jan Stelma, Owner.)

C.            The organization shall have members. 

Article II.

Logo 

The NCRA has an official insignia logo, a copy of which is attached to these By-laws as Exhibit A, which has been approved by the NCRA.  It may not be altered or changed without Board approval.  Additional insignias and logos approved by the NCRA in the future shall be noted in the corporate minutes, and it shall not be necessary for these By-laws to be amended to document additional insignia and logos so long as the same are approved by the NCRA.

Article III.

Aims and Objectives

A.            To promote and extend the sport of racquetball in North Carolina;

B.            To supervise and administer a continuing racquetball program for all players;

C.            To unify and coordinate the efforts of all agencies interested in promoting racquetball and to provide an entity to have a voice regarding the development of the sport in North Carolina;

D.            To train and certify racquetball officials in accordance with guidelines set by the United States of America Racquetball, Inc., herein referred to as the USAR;

E.            To raise funds to continually offer improvement in the sport of racquetball;

F.             To resolve disputes that may arise at all levels; and

G.            To ensure a consistency in racquetball programs and tournaments.

Article IV.

Jurisdiction

The NCRA shall be a statewide organization, which is sanctioned by the USAR.  The NCRA shall abide by all guidelines established by the USAR, and shall be responsible for sanctioning tournaments in North Carolina and for meeting sanctioning requirements established by the USAR.

Article V.

Membership 

A.            Membership to the NCRA is open to all people who are residents of North Carolina.

B.            Non-residents of North Carolina may join the NCRA, but non-residents with NCRA membership are not eligible to play in sanctioned State Championships.

C.            The Board of Directors, herein referred to as the Board, may reject, suspend, and/or terminate the membership of any NCRA member who, in the opinion of the Board, has acted in a manner considered to be detrimental to the welfare, image, and well being of the association.  All procedures involving disciplinary action MUST follow the Player Bill of Rights set forth by the USAR and must be reviewed by the USAR before final action can be taken.

Article VI.

Board

A.            The Board of the NCRA shall consist of not less than eight (8) or more than fifteen (15) members of the NCRA.  At least two board members shall be female.  Each board member must maintain current membership in good standing in the NCRA throughout their tenure, and is recommended for each board member to be referee certified.  Each board member shall serve a three (3) year term.

B.            The Board shall be responsible for formulating the policies, procedures, rules, and regulations of the NCRA, and shall be the supervising agency responsible for directing all operations.

C.            The Board shall attempt to have statewide representation within the Board.

D.            Members of the Board shall be elected from the general membership if possible.  However, the Board may select non-members in their discretion if the Board is not to full capacity.  Elections to the Board shall take place during and at the annual State Singles Racquetball Tournament.

E.            The annual meeting of the Board shall take place at the State Singles Racquetball Tournament.  If this event does not take place, the Board shall establish a time and place for the annual meeting and notify the general membership in advance.

F.             No single Board member, including the President, shall have the power or authority to bind the NCRA to any contract, or to render it financially responsible for any debt or purpose whatsoever, without the authorization of the Board.  The Board may delegate specific members of the Board to execute contracts on behalf of the NCRA in specific circumstances and shall do so by corporate resolution executed by a majority of the Board.

G.            When there is a vacancy on the Board, parties interested in serving on the Board shall abide by the following procedures:

1.             The individual interested in serving on the Board shall submit to the Board a petition with signatures of at least twenty-five (25) current NCRA members requesting election and/or appointment and a letter of introduction.
2.             The individual submitting the petition shall attend a Board meeting and be given documentation from the Board explaining the expectations and commitment required to become a Board member.  References will be requested.
3.             The Board will meet and an open discussion will take place before the individual’s name is accepted in nomination.
4.                   The Board will accept the nomination, and if properly seconded, a vote will take place.
5.                   A simple majority of votes of a quorum (for purposes of these By-laws, a quorum is a simple majority of Board members) of the members shall constitute the election of a new Board member.

H.            The Board may, under the authority of its By-laws appoint new Board members and/or ad hoc committee members.

I.             The Board may not share in the distribution of corporate assets at the dissolution of the NCRA.

J.             A Board member may resign at any time by given written notice to the Board.

K.            The Board is required to list and/or publish the names of all Board members at least once a year for provision to the general membership.

L.            Any member of the Board may be removed by a simple majority vote of a quorum of the members of the Board.  Any director, whose removal is proposed shall be entitled to notice at least seven (7) days prior to the meeting at which removal is to be voted upon.  This notice shall be sent by certified mail, return receipt requested, to the address shown in the corporate records.

M.           A Director may be removed from office for failure to attend and appropriate number of meetings.  This number shall be established annually by the Board, and based on the next year’s calendar of meetings.

N.            Robert’s Rules of Order shall govern all meetings.

Article VII.

Meetings 

A.            The Board is required to hold an annual meeting, which shall be set in conjunction with the State Singles Racquetball Tournament.  This meeting is open to the general membership of the NCRA.  Prior to the meeting, the President shall prepare an agenda, which shall appear in the newsletter published prior to the annual meeting.

B.            The Board shall hold quarterly meetings.  Minutes from the prior meeting shall be presented to the Board prior to the next meeting as well as any agenda prepared by the President.  At all quarterly meetings the Board shall conduct and transact such business as may properly come before the Directors.

C.            The Board may be empowered to appoint an Executive Committee, consisting of the officers of the Board and past president to conduct the business of the Board.  The executive committee may meet as often as they deem necessary, and minutes of the meeting of the Executive Committee shall be recorded and kept with the Secretary.  The Executive Committee shall be empowered to do the business of the Board, which may set limitations on the Executive Committee for expenditures and/or purchases.

D.            Special meetings may be called by the President or the Executive Committee, or by any three (3) Board members with seven (7) days notice.

E.            A quorum must exist for any official business to be conducted.  Resolutions may be passed by a simple majority of the quorum, so long as the quorum exists.

F.             The President only has voting power in the case of a tie.  Each Director has only one vote and may not carry a proxy vote for another Board member.  Votes may be tallied over the phone or other conveyance, but only if the Board gives approval.

Article VIII.

Officers 

A.            The officers of the Board shall be as follows: President, Vice President (President-Elect), Secretary, and Treasurer.  Each officer is elected at the annual meeting by the Board members.  The Board may elect to combine Secretary and Treasurer.  All officers shall serve two (2) year terms.  Officers may be re-elected each year at the annual meeting.  The term of each officer shall begin immediately following the election.

B.            The President shall preside over all meetings and shall be an ex-officio member of all operating committees.

C.            The President-Elect shall conduct all meetings in the absence of the President.  The Board may set other requirements for this officer at the annual meeting.  The President-Elect is required to learn the position of President and can be expected to be ready to assume that office.

D.            The Vice-President shall conduct meetings in the absence of the President-Elect.  The Vice-President may be issued other responsibilities at the annual meeting.

E.            The Secretary shall keep minutes of all meetings.  These shall be recorded and presented after each meeting,

F.             The Treasurer shall maintain and monitor all monies of the NCRA.  A budget shall be presented annually, while a Treasurer’s report shall be presented at each Board meeting.  The Treasurer and President shall each, individually have check-signing authority.  The Board may arrange for a professional audit at any time.  The general membership may request and receive a copy of the most recent Treasurer’s report at any time.  Notice must be given to the Board prior to delivering any such requested report.

G.            An officer may be removed from office by a simple majority of a quorum of the Board.  Any officer whose removal is proposed shall be entitled to notice at least seven (7) days prior to the meeting at which removal is to be voted upon.  The notice shall be sent by certified mail, return receipt requested, to the address shown in the corporate records.

H.            The Executive Committee shall be authorized to act for the Board between meetings and shall transact business and administer the affairs of the NCRA.  The Executive Committee may meet at any time.  Minutes must be recorded and kept with the full Board.  A quorum of the Executive Committee shall be a simple majority.

I.             No member of the Board shall receive compensation for any services rendered without full disclosure to and/or prior approval from the Board.  Reimbursement for expenses may be requested in writing and submitted to the Executive Committee or Board.

J.             The Board is authorized to set standing committees on an ad hoc basis, which shall be chaired by a Board member.  Non-Board members may sit on a committee, and the President shall serve as ex-officio on each committee.

Article X.

Amendments

A.            The Board and/or Executive Committee and/or ad hoc By-law committee, if any, shall review the By-laws annually, and may recommend amendments if deemed necessary.  Once the Board deems action necessary, each Board member shall be given a written proposal of recommended amendments at least seven (7) days prior to the next scheduled meeting.  Amendments to the By-laws or new adoptions must pass with a two-thirds vote of a quorum present at any regular or special meeting.  The adoption of these changes shall become effective immediately unless otherwise specified in the minutes by the Board.

B.            The amendments and/or adoptions must be published in the next general membership publication.

C.            The general membership may ask for and receive copies of the By-laws at any time.

D.            The NCRA shall maintain a copy of the following information which shall be available to the general membership:

1.                   copy of the By-laws;
2.                   a current copy of the USAR racquetball rules;
3.                   a copy of the NCRA logo;
4.                   a list of all Board members, their terms, and how they can be contacted;
5.                   a list of committees and their chairpersons;
6.                   a history of the organization;
7.                   a list of all rated officials;
8.                   a list of all AmPro officials;
9.                   a sanctioning kit;
10.                USAR insurance information;
11.                a copy of the NCRA code of conduct; 
12.                a copy of the Player’s Bill of Rights; 
13.                a copy of a new Board member petition; 
14.                a copy of risk management information. 

Article XI.

Other Provisions 

A.            Indemnification.  Any person who at any time serves or has served as a Director, Officer, employee or agent of the NCRA, or in any capacity at the request of the NCRA for any other corporation, partnership, joint venture, trust, or other enterprise shall have a right to be indemnified by the NCRA to the fullest extent permitted by law against (a) reasonable expense, including attorney’s fees, actually or necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the NCRA, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, monetary decree, fine, penalty or settlement for which he or she may have become liable in any such action, suit or proceeding.

                The Board of Directors of the NCRA shall take all such action as may be necessary and appropriate to authorize the NCRA to pay the indemnification required by this Article, and shall be authorized to make a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount indemnity due him or her.

                Any person who at any time after the adoption of this Article serves or has served in any of the aforementioned capacities for or on behalf of the NCRA shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.  Such right shall inure to the benefit of the legal representative of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article.

B.            Gender.  Use of the masculine gender shall be construed to include the feminine and use of the singular shall include the plural whenever used throughout these By-laws.
 

This the ___eighth____ day of ___March____, 2015.

                                                                                                BOARD OF DIRECTORS

                                                                                                 Debbie Bryant , President____________(SEAL)
Eric New, Vice President____________(SEAL)
Jan Stelma , Treasurer____________(SEAL)
Cherrie Rager, Secretary____________(SEAL)
Lynn Stephens, Past President____________(SEAL)
Teri King____________(SEAL)
Brent Walters____________(SEAL)
John King____________(SEAL)