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BYLAWS

OF

PACIFIC ACS

(An Oregon Nonprofit Corporation)

ARTICLE I

GENERAL

 

SECTION 1.         GENERAL

These Bylaws are established to implement the Articles of Incorporation of the Pacific ACS (the “Corporation” or “PACS”) and the American CueSports (“ACS”).

SECTION 2.         NAME

The name of the Corporation is Pacific ACS.

SECTION 3.         REMUNERATION

No part of the Corporation’s net earnings shall benefit any person having a personal and/or private interest in the activities of the Corporation, except as reimbursement for actual reasonable expenses incurred on behalf of the Corporation.

SECTION 4.         PURPOSES AND OBJECTIVES

The purposes and objectives of the Corporation are as follows:

(a)    To promote the sport of billiards in Oregon, Washington, and Idaho by establishing league and tournament play using a uniform set of rules as established and amended from time to time by the ACS according to the highest standards of ethics and fair play among its members;

(b)   To affect a wider acquaintance with and increase participation in the sport of billiards;

(c)    To provide an organization and format for its members to meet to express their opinions concerning the organization’s tournaments;

(d)   To educate its members concerning the rules of the ACS and the correct interpretation of those rules;

(e)    To collect and maintain player statistics to allow individual billiard players to establish PACS rankings and tournament play rankings;

(f)     To disseminate pertinent information of concern to its members;

(g)    To promote and provide one or more regional tournament for its members; and

(h)    To be operated as a non-profit corporation within the meaning of Section 501©(7) of the Internal Revenue Code.

 

ARTICLE II

CORPORATE OFFICES

 

SECTION 1.         REGISTERED OFFICES

The registered office of the Corporation 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 the Board ofDirectors (the “Board”) may decide.  Upon the change of registered agent’s mailing address and/or registered office, the Board shall cause to be filed the appropriate forms with the Corporation Division of the Secretary of State of the State of Oregon.

SECTION 2.         OTHER OFFICES

The Corporation may have other offices in the States of Oregon, Washington, and/or Idaho as the Board may designate based on the needs of the Corporation.

ARTICLE III

MEMBERSHIP IN THE CORPORATION

 

SECTION 1.         MEMBERSHIP

(a)           The membership of the Corporation shall be open to all operators/owners of billiard leagues and all billiard players who participate in billiard leagues within the States of Oregon, Washington, and Idaho, who pay their dues, who are willing to accept the purposes of the Corporation as stated above, and who subscribe to the rules of play as established by the ACS.

(b)           Neither the Corporation nor any member of the Corporation shall discriminate against any person on the basis of race, color, religion, sex, national origin, or disability.

 

SECTION 2.         DUES

Annual membership dues shall be established by the Board at its annual meeting and may not change for one full year or until the next annual meeting of the Board, whichever is sooner.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1.         GENERAL POWERS

The business and affairs of the Corporation shall be managed by a Board of Directors.

SECTION 2.         MEMBERSHIP OF THE BOARD OF DIRECTORS

The Board shall be composed of all the billiard league operators/owners who subscribe to the rules and procedures of ACS and PACS and one player representative member of the Corporation for every 30 player Corporation members under one league operator/owner appointed by that league.  All elected officers of the Corporation shall be members of the Board upon their election to corporate office.

SECTION 3.         TENURE

League operators/owners and player representatives shall serve on the Board until they cease to subscribe to the rules and procedures of the ACS and the PACS or cease to be a league operator/owner or player representative.

SECTION 4.         DUTIES OF BOARD OF DIRECTORS

The duties of the Board shall include but not be limited to:

(a)    Performing the duties of the governing body of the Corporation by supervising, implementing, establishing, controlling, and directing the affairs and policies of the Corporation as prescribed by Oregon State Law; the rules and procedures of the ACS; these Bylaws; and the rules and regulations as adopted by the Board for the operation of the Corporation as may be deemed advisable and proper from time to time.

(b)   Sanctioning regional tournaments.

(c)    The election of officers of the Corporation to direct and supervise the day-to-day affairs of the Corporation between meetings.

 

SECTION 5.         MEETINGS

(a)    Annual Meeting.  The Board shall hold their annual meeting in June of each year in conjunction with the end of the fiscal year.  The purpose of the Annual Meeting of the Board of Directors shall be to elect officers of the Corporation, receive annual reports, and transact any other business as may come before the Board.

(b)   Other Meetings.  In addition to the annual meeting, the Board of Directors shall meet at least once every three months after the annual meeting to conduct business as may come before the Board.

(c)    Notices.  Meeting notices shall be given at least 14 days prior to the call of the meeting to the league contacts provided to the Secretary of the Corporation.  Meeting notices shall include the date, time, location, and proposed agenda of such meeting.

(d)   Call to and Notice of Meeting.  The meetings of the Board may be called by or at the request of the President of the Corporation or by any ten members of the Board.  The person or persons calling the meeting of the Board may fix any reasonable time and place for the meeting within the States of Oregon, Washington, and Idaho.  Notices of the date, time, location, and proposed agenda of the meeting shall be sent to all members of the Board by the person or person(s) calling the meeting at least 14 days before the meeting.

(e)    Quorum.  At all duly called meetings of the Board, at least five Board members present shall constitute a quorum and a simple majority of those present in favor or not in favor of any matter, with the exception of a motion to dissolve the Corporation, shall be sufficient to approve or disapprove that matter.  In order to be effective, a motion to dissolve the Corporation must be approved by 75% of all members of the Board.

 

ARTICLE V

LEAGUE OPERATORS/OWNERS

 

SECTION 1.         QUALIFICATIONS OF A LEAGUE OPERATOR/OWNER

In order to qualify as a league operator/owner and, therefore, as a member of the Board, a league operator/owner must ensure that the entire billiard league in which a billiard player plays is sanctioned by the Corporation.

SECTION 2.         RESPONSIBILITY OF LEAGUE OPERATOR/OWNER

In order for a player member of the Corporation to be eligible to participate in the Regional Tournament(s) held by the Corporation, the entire league in which a player member participates must be sanctioned and each player within the league, including substitutes, must be members of the Corporation.  The duties of league operators/owners include the following:

(a)    To furnish to the Secretary/Treasurer of the Corporation not later than 14 days after the start of league play:

 

(1)   A schedule of league play not later than 14 days after the start of league;

(2)   Team rosters, complete with names, addresses, and telephone numbers of all players; and

(3)   To ensure that all player members including substitute member’s dues are paid to the Secretary/Treasurer of the Corporation.

 

(b)   To furnish to the Secretary/Treasurer of the Corporation every two weeks:

 

(1)   weekly statistics for each player member in the league;

(2)   weekly team standings; and

(3)   copies of all league play scoresheets.

 

(c)  Failure by the league operator/owner to comply with these requirements may cause the league operator/owner to not be in good standing with the Corporation and may deny eligibility to their player member(s) to participate in the regional tournament(s).

 

ARTICLE VI

OFFICERS

 

SECTION 1.         OFFICERS

The officers of the Corporation shall be the President, Vice President, and Secretary/Treasurer and such other officers as the Board may appoint at the annual meeting.  An officer must be a member of the Corporation and shall become a member of the Board upon election to office.

SECTION 2.         ELECTION OF OFFICERS

The Board shall elect all corporate officers at the annual meeting.  Written nominations for office may be received before the annual meeting by the Secretary/Treasurer of the Corporation or by nominations from the floor at the annual meeting of the Board.  The President and Vice President shall be elected in even numbered years and the Secretary/Treasurer shall be elected in odd numbered years.

SECTION 3.         TERMS OF OFFICE

Each officer shall serve for two years or until his/her successor shall be elected and qualified.  No person shall hold more than one office at any time, but may serve succeeding terms in the same or a different office.  An officer shall take office immediately after election.

SECTION 4.         VACANCY

Any vacancy in an office shall be filled for the remainder of the officer’s term at the next Board meeting by an affirmative vote of a majority of the Board members present at the meeting.

SECTION 5.         REMOVAL OF OFFICERS

Any officer may be removed with cause at a meeting of the Board expressly called for that purpose.  Such removal shall require the affirmative vote of two-thirds of the Board members present at the meeting.  Notice of any proposed removal of officer(s) shall be sent to the league contacts provided to the Secretary/Treasurer of the Corporation at least 30 days prior to the date of the meeting at which the proposed removal is to be voted on.

SECTION 6.         PRESIDENT

The President shall preside at all meetings of the Board, shall have general management of the Corporation between Board meetings, and shall carry out all orders and resolutions of the Board.  The President shall be an ex-officio member of all committees of the Corporation.  The President, subject to approval of the Board, shall establish such committees and appoint such committee chairmen as may be required by these Bylaws or as the President may deem necessary.  The President shall have powers and perform duties as may be prescribed by the Board, including those usually incident to the office of President.

SECTION 7.         VICE PRESIDENT

The Vice President shall perform the duties of the President in the event the President is disabled or absent from meetings or is otherwise unable to perform the duties of the President.  The Vice President shall have powers and perform duties usually incident to the office of the Vice President and/or as assigned by the President and/or the Board.

SECTION 8.         SECRETARY/TREASURER

The Secretary/Treasurer shall have such powers and perform such duties usually incident to the office of Secretary/Treasurer and/or as assigned by the President, the Board, and/or as set forth elsewhere in these Bylaws.  The Secretary/Treasurer shall have primary responsibility for all corporate record keeping and the safekeeping of all corporate funds.  In addition to these duties the Secretary/Treasurer shall perform the following duties:

(a)    Provide proper notices of all meetings of the Board; and

(b)   Record the minutes of all Board meetings; and

(c)    Keep full and accurate accounts of all financial records of the Corporation; and

(d)   Deposit all monies in the name of and to the credit of the Corporation in such bank accounts as may be designated by the Board;

(e)    Issue payment from Corporation accounts for Corporate obligations approved by the Board;

(f)     Make available financial reports of the Corporation to the President and to the Board at the Board meetings and/or upon request of the President and/or Board;

(g)    Maintain lists of player status; and

(h)    Maintain regional tournament(s) results.

 

SECTION 9.         ASSISTANTS

At any annual meeting, the Board shall elect an assistant to any officer.  Such assistants shall work with the officer and shall perform such duties as are directed by the officer and/or the Board.

ARTICLE VII

CORPORATE RECORDS

 

SECTION 1.         INSPECTION

The accounts and books of the Corporation, including the minute book or copies of the same, shall be open to the inspection by any member of the Corporation or Board during regular business hours or at times as authorized by the Board.

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 the members of the Corporation and Board to the same extent as other corporate records.

SECTION 3.         CHECKS, DRAFTS, ETC.

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 Corporation, shall be signed or endorsed by both the President and Secretary/Treasurer of the Corporation.

SECTION 4.         EXECUTION OF DOCUMENTS

The Board 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 Corporation.  Such authority may be general or confined to specific instances.  Unless so authorized by the Board, no officer or agent shall have any power or authority to bind the Corporation 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.         LEAGUE SPONSORSHIPS

In acquiring local league sponsorships, the league operators/owners shall not do anything that could be detrimental to the Corporation’s efforts to acquire sponsorship for the Corporation’s regional tournament(s).

SECTION 4.         GRIEVANCES

(a)    The Corporation shall not participate in any dispute or grievances a player may have in regards to the member player’s league or the player’s league owners/operators.

(b)   The Board shall appoint a Grievance Committee to handle any disputes or grievances that a player may have regarding the Corporation’s regional tournament(s).  After hearing any disputes or grievances which may arise with regard to the Corporation’s regional tournament(s), the Grievance Committee’s decision shall be final.

 SECTION 5.         INDEMNIFICATION

The Corporation 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 6.         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 7.         AMENDMENT OF BYLAWS

(a)    Except as otherwise provided by law, these Bylaws may be amended, repealed, or altered, in whole or in part, by a majority vote of members of the Board at any duly organized meeting of the Board; provided that a copy of the amendment proposed for consideration shall have been provided to each of the league contacts provided to the Secretary of the Corporation of the Board not less than 14 days prior to the date of the meeting.

(b)   Whenever an amendment or new Bylaws is adopted, it shall be copied in the minute 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.

 SECTION 8.         OTHER PROVISIONS

In construing these Bylaws, it is understood that the singular or the plural pronouns may be taken to include the plural, the singular, the masculine, the feminine and the neuter, and that generally all grammatical changes shall be made, assumed and implied to make the provisions hereof apply as the context requires.

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