The name of this organization is The Woodbridge Pickleball Club, hereinafter referred to as “The WPC” Program.

The WPC Program is organized exclusively for recreational, educational, and charitable purposes as stated below:

To organize and promote the sport of Pickleball in the Woodbridge area of Prince William County and the surrounding area for the enjoyment, health and socialization of all participants through organized recreational and competitive play, by providing development opportunities for all participants, and by working together to expand, improve and enhance the type and number of pickleball court facilities within the designated region.

The WPC shall be governed by its Bylaws, Articles of Incorporation, Board of Directors, and Members. The WPC is organized as a Virginia Nonstock Corporation and shall abide by the statutes enumerated by Code of Virginia, Section 13.1, Chapter 10, “Virginia Nonstock Corporation Act” and events that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code.

To raise and expend funds to facilitate and benefit The WPC community and other charitable opportunities and purposes.

The distribution of funds will be based on a majority vote of the Board Members, also referred to as the Board. The purpose of these funds is for the betterment of The WPC community at large as well as the local community. 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 to pay reasonable compensation for services or reimbursement of expenses rendered on behalf of The WPC Program, inclusive of end-of-year and annual meeting expenses approved by the Board, and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof.

The distribution of funds will be based on a majority vote of the Board Members, also referred to as the Board. The purpose of these funds is for the betterment of The WPC community at large as well as the local community. 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 to pay reasonable compensation for services or reimbursement of expenses rendered on behalf of The WPC Program, inclusive of end-of-year and annual meeting expenses approved by the Board, and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof.

Members – The WPC Membership is open to all persons who share an interest in the sport of Pickleball and a willingness to support The WPC Mission to facilitate the growth of the sport and the community withstanding.

Requirements – Membership is offered to any adult 18 years or older.

Fee – A fee considered fair and reasonable may be assessed by the Board for Members to remain in Good Standing with The WPC.

Termination – Membership in The WPC may be terminated by a member’s voluntary withdrawal, or by the Board for non-payment of dues or fees, violation of The WPC Bylaws, violation of published rules, guidelines and regulations approved by The WPC, violation of county rules and regulations or any conduct considered detrimental to The WPC.

General Powers – The business and affairs of The WPC Program shall be managed by a Board of Directors, which shall have all voting power including power to vote on electing, appointing, or removing Board Members and Committee members.

Number and Qualifications of Board Members – The Board shall consist of not less than five individuals nor more than twelve affiliated with the sport of Pickleball, the mission of The WPC, and the benefits offered.

Election of Board Members – Board Members may serve in perpetuity. New Board Members must be elected by a majority vote of a quorum of the existing Board Members. All Board Members are expected to uphold the adopted Bylaws, serve on an official committee(s) and/or volunteer to support a WPC event. Board Members shall be elected without regard to race, color, religion, gender, gender identity or expression, sexual orientation, national origin, genetics, disability, age, or veteran status. Board Members may be removed at any time by a majority vote of the Board. 

Terms of Office – The term of office of each of the Board members is indefinite. In case of the death, resignation, or vacancy in the office of a Board Member, the remaining Board Members may elect a successor.

Representation – No Board Member shall represent the Board nor conduct business considered the responsibility of the Board or Executive Committee (banking, contracts, public relations, social media, fundraising, etc.) without the knowledge and consent of the Board and Executive Committee.

Compensation – Board Members shall not receive compensation for their services as such. Board Members may be reimbursed for expenses incurred in the performance of their duties as approved by the Board. No portion of the net income of the corporation shall inure in whole or in part to the benefit of any Board Member of the Corporation or to any other individual. Other than in exigent circumstances, pre-approval should be sought prior to making out-of-pocket expenditures on behalf of The WPC.

Expectations – To minimize risk to the Board, avoid miscommunications and conflict-of-interest, all Board Members, Committee Members, and persons acting in an Advisory capacity agree to abide by the Ten Principles of effective organizational management adopted by the Board (Addendum A).

Place and Time of Board Member Meetings – The annual organizational meeting of the Board shall be held in January unless changed for the election of officers or transacting such other business as may come before the meeting. Meetings of the Board shall be held monthly at such time and place as the Board may determine by resolution. Special meetings of the Board may be called at any time by the President and shall be called by the Secretary upon written request of the Board.

Notice of Meetings – No public notice of the annual meeting or any regular meeting of the Board shall be required. Notice of each special meeting shall be given by email or telephone at least five (5) days before the date of the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of the meeting.

Actions Without Meeting – Any action that may be taken at a meeting of the Board may be taken without a meeting with consent of the Board, in writing, setting forth the actions to be taken. The Board Members consent shall have the same force and effect as a unanimous vote.

Resignation – A Board Member may resign at any time by giving written notice to the President or Secretary of the Corporation or to the Board. Such resignation shall become effective at the time specified therein, and unless otherwise specified therein, upon receipt by the Corporation.

Removal of a Director – Any Board Member may be removed, by a unanimous vote of the Board, without cause whenever the Board in its absolute discretion shall consider that such removal will serve the best interests of The WPC. Notice of intent to consider removal of a Board Member shall be mailed or emailed to each Board Member at the official address provided to The WPC by the respective Member, at least five (5) calendar days prior to the date of the meeting of the Board, at which such matter is to be initially considered.

Voting – Each Board Member shall have one vote. Votes shall not be cast by proxy.  A majority vote of the Board shall be defined as a quorum of those Board Members present and voting at a duly constituted meeting of the Board.

Vacancies – Vacancies in the Board may be filled by a majority vote of the remaining Members.

Quorum – A quorum shall consist of fifty percent plus one (1) of the current Board Members.

Volunteer Members – There shall be such additional volunteer members of the Board as may be designated by the Board. Volunteer members may serve as committee members but shall not be entitled to vote.

Honorary Members – There shall be additional honorary members of the Board if designated by the Board. Such honorary members shall not be entitled to vote.

Business – The business activity of The WPC Program shall be managed by the Executive Committee. The Executive Committee shall consist of the following Board elected Officers: President, Vice President, Secretary, Treasurer, and Information Officer. Additional Officers may be designated by the Board inclusive of voting powers and Board privileges. All Officers shall serve until the conclusion of their designated term following their election and until their successors are elected. 

Duties – The duties and powers of the Executive Officers shall be as follows:

PRESIDENT – The President shall be the chief executive and administrative officer and shall preside at all meetings of the Board and Executive Committee; shall supervise the other officers, agents and employees, if any, shall have access and signature authority for all banking and monetary transactions; shall sign and make all contracts and agreements in the name of The WPC; shall enforce these Bylaws; and shall possess all the powers and duties incident to the position and office which pertain to the office and the position of chief executive officer. The President will present to the Board at monthly meetings.

VICE PRESIDENT – During the absence or inability of the President to perform his/her duties or exercise his/her powers as set forth in these Bylaws, they shall be performed and exercised by the Vice President; shall have access and signature authority for all banking and monetary transactions; shall be responsible for submission of all required tax filings, financial reports and documents. When so acting, he/she shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon the President. The Vice President will present to the Board at monthly meetings. 

SECRETARY – The Secretary shall be custodian of the records from all Board Members. The Secretary shall keep and bring to all meetings a copy of the current Bylaws.  The Secretary shall keep, maintain, and distribute the minutes of all Board meetings.  The Secretary shall keep and maintain a contact list of all Board Members.   The Secretary shall assist the President to ensure meetings are scheduled in advance and notice of meetings is given. The Secretary shall be responsible for mailing official correspondence. The Secretary shall perform the entire duties incident to the office of Secretary and other duties as assigned by the Board. The Secretary will present to the Board at monthly meetings.

TREASURER – The Treasurer shall have care and custody of and be responsible for all the funds and securities of The WPC Program. The Treasurer shall have access and signature authority for all banking and monetary transactions and shall deposit all such funds in the name of The WPC Program in such banks or similar institutions as the Board may designate. The Treasurer or President shall sign, make and endorse in the name of The WPC Program all checks, drafts and orders for the payment of money and shall pay out and dispose of the same and receipt thereof under the direction of the Board. The Treasurer shall provide documented monthly financial status reports and balance sheets to the Executive Committee based on standard operating procedures developed with the Executive Committee. The Treasurer will present to the Board at monthly meetings.

INFORMATION OFFICER – The Information Officer shall be responsible for the oversight and content management of The WPC website, web services to include domain names and server hosting, social media platforms and cyber presence. The Information Manager will present to the Board at monthly meetings.

Authorities – The Executive Committee shall have all the power and authority of The WPC except that it shall not have authority (a) to fill any vacancy in any office, (b) to approve the annual budget, or (c) to employ or discharge Executive Officers. The Executive Committee shall report its actions to the Board at each meeting of the Board.

Election – All Executive Officers shall be elected by a majority vote of the Board. Prior to or at the Annual meeting, nominations for President, Vice President, Secretary, Treasurer, and Information Officer shall be presented to the Board by an unbiased election and nomination process. The election shall be held prior to or at the Annual meeting. Should the term expire prior to the Annual meeting, incumbents’ terms are to be considered extended until the election process is complete. The nominee for each office receiving the largest number of the votes cast shall be elected.

Terms of Office – The term of office of each of the Officers shall be two years, commencing the first day of the month in January. Each term shall expire on the final day of the month of December, during even number calendar years. In case of the death, resignation, or other vacancy in the office of a Director, the remaining Board Members may elect a successor to fill the unexpired portion of said Officer’s term. Members appointed to fill an unexpired term may be elected to successive terms.

Compensation – Executive Officers shall not receive compensation for their services as such. Officers may be reimbursed for expenses incurred in the performance of their duties as approved by the Board. Other than in exigent circumstances, pre-approval should be sought prior to making out-of-pocket expenditures on behalf of The WPC.

Meetings – Meetings of the Executive Committee shall be held as needed at such times and places as designated or delegated by the President.

Notice – The Secretary shall telephone, mail or electronically communicate notice of all meetings of the Board to each member thereof not less than five days prior to each meeting.

Vacancies – Vacancies in the Executive Officers which arise between annual meetings shall be filled for the unexpired term by a majority vote of the remaining members without undue delay at a regular meeting or at a special meeting.

Resignation – An Executive Officer may resign at any time by giving written notice to the President or Secretary of the Corporation or to the Board. Such resignation shall become effective at the time specified therein, and unless otherwise specified therein, upon receipt by the Corporation.

Removal – Any Executive officer may be removed without cause by a majority vote of the Board at any regular Board meeting or at a special Board meeting called for that purpose whenever, in their judgment, the best interests of The WPC would be served thereby.  Notice of intent to consider removal of an officer shall be mailed to each Board Member, at the official address provided The WPC by the respective Member, at least seven calendar days prior to the date of the meeting of the Board at which such matter is to be initially considered.

Subcommittees – The Executive Committee may establish subcommittees, ad-hoc or standing, which may include, but are not limited to, the following:

Events
Fundraising
Scholarship
Social
Sponsorship
Volunteers

Rules of Order – Robert’s Rules of Order, Revised, shall govern, and control all actions and deliberations of the WPC Program not governed by the Articles of Incorporation or these Bylaws.

Fiscal Year -The fiscal year of The WPC Program shall be based on the calendar year, beginning on January 1, and concluding on December 31.

Amendment of Bylaws – The power to alter, amend or repeal the Bylaws of The WPC Program or to adopt new Bylaws shall be vested exclusively in the Board and shall be accomplished upon the affirmative vote of a majority of the Board Members then in office present and voting; provided that notice of any proposed change to these Bylaws shall be provided by mail, email or by hand-delivery to each Board Member five (5) days in advance of the date on which the proposed change is to be considered by the Board, or if the Board unanimously agrees to changes at a scheduled meeting.

Dissolution – Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of Competent Jurisdiction of the county in which the principal office of The WPC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.  

Propaganda – No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, 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.

Non-Sanctioned Activities – Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributors to which are deductible under section 170(c)(2) of  the Internal Revenue Code, or the corresponding section of any future federal tax code.