USA PICKLEBALL ASSOCIATION

(USAPA)

BYLAWS

(Rev. 12/7/08)

Mission Statement

The mission of the USAPA is to promote the development and growth of pickleball.

Article I Name

The name of this corporation is USA Pickleball Association, abbreviated “USAPA.”

Article II Offices

The principal office of the USAPA shall be located in Washington state, or such other location as the Board of Directors (“Board”) may select. The USAPA may have additional offices at such other locations as the Board may from time to time determine.

Article III Nonprofit Sec. 501(c)(3)

This corporation is organized exclusively for fostering and promoting amateur athletics within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. To this end, the corporation shall promote the development of pickleball as a means of sportsmanship, physical fitness and healthful recreation; foster and promote national amateur sports competition in pickleball; establish and maintain official rules of pickleball play; encourage, sanction and conduct pickleball tournaments and exhibitions; promote, sponsor and advertise pickleball to the general public to accomplish these objectives; and carry on other similar activities permitted by such a nonprofit corporation.

Article IV Associations

Territories of Sectional Associations. The USAPA may be divided into geographical “sections.” Each Sectional Association shall be identified and the geographical area assigned to each Sectional Association shall be determined by the Board.

Governance of Sectional Associations. Each section may be governed by a Sectional Association, which shall be empowered by the USAPA to fulfill the mission of the USAPA and to manage the sport of pickleball in the section’s geographical area in accordance with these Bylaws and USAPA Regulations. The Board may select and appoint an Ambassador for each Sectional Association, and may select at least two at large members, who shall serve a term of one year, renewable annually at the discretion of the Board. The representative shall maintain a residence in the geographical area that he or she represents.

Article V Members

Individual Members. Any individual interested in the purposes of the USAPA is eligible for Individual Membership as follows:

a. Adult—Any individual over 25.
b. Junior/Student—Any individual 25 and under.
c. Senior—Any individual 50 or over.
c. Family—Residents of the same household who consider themselves a family.

Organizational Members. Organizations, including corporations, businesses, sports clubs, governmental entities, and educational institutions, may become Organizational Members upon payment of membership dues, as set by the Board. Such members will not have voting privileges.

Honorary Members. Honorary Membership may be conferred upon such worthy persons as may be so elected by the Executive Committee (see Article IX Committees) or the Board. Honorary members will be exempt from paying membership dues.

Discrimination Prohibited. Membership and all rights of participation in the USAPA, including all tournaments and other events conducted or sanctioned by it, shall be open to athletes, administrators, officials, and all other persons without regard to race, age, religion, creed, sexual orientation, color, national origin, disability or sex. Nonetheless, participation in divisions of tournaments and other events may be restricted and apportioned on the basis of sex or age.

Article VI Dues, Voting Rights, Suspension, Expulsion

Membership Dues. The Board establishes the amount of the membership dues.

Voters. The voting members of the USAPA shall be individuals who are paid current.

Application for Individual Membership. Application for Individual Membership shall be submitted in the proper form to the USAPA at its principal office.

Exhaustion of Administrative Remedies. By accepting USAPA membership, a member agrees to follow its Articles of Incorporation, Bylaws, and USAPA Regulations and to exhaust all administrative remedies provided therein in any controversy or grievance involving participation in USAPA activities.

Suspension or Expulsion of Members. The Board shall have the power to suspend or expel any member for cause. Any member who fails to pay dues when they are due shall automatically be suspended from membership.

Article VII Meetings of Members

Annual Meeting of Voting Members. The Annual Meeting of the USAPA for the transaction of such business as shall come before the voting members shall be held on such date and at such place between January 1 and June 1 of each year as shall be fixed by the Board.

Notice of Meetings of Voting Members. Written notice of the time, place, and purpose of any meeting of the voting members of the USAPA shall be mailed by U.S. post or electronically to all eligible voters not less than 30 or more than 60 days before any meeting. All notices shall be directed to the addresses or e-mail addresses then appearing in the records of the USAPA.

Quorum and Voting. At all meetings of the USAPA the presence, either in person or by proxy, of representatives of the voting membership present at the meeting shall constitute a quorum. A majority vote of those votes present shall constitute the action of the USAPA. Except as otherwise provided in these Bylaws, Robert’s Rules of Order shall be the rules of order for meetings of the USAPA.

Order of Business. The suggested order of business at the Annual Meeting of the USAPA shall be as follows:

a.         Report certifying voting power and the determination of a quorum;
b.         Approval of minutes;
c.         Report of Secretary;
d.         Report of Treasurer;
e.         Report of the Board;
f.          Report of Elections;
g.         Reports of Committees;
h.         Miscellaneous or Special Business;
i.          Adjournment.

Adoption of that part of the report certifying voting power shall not be subject to challenge during the meeting.

Article VIII Board of Directors and Officers

1. Board of Directors.

a. Responsibilities. The USAPA shall be managed by its Board, which shall establish, regulate and direct the policies and objectives of the USAPA. The Board shall direct, review, and approve budgets. Board members and officers will be elected by a majority vote of the Board at a meeting held in November or December of each year.

b. Composition. The members of the Board shall be the four officers (see Sec. 2 immediately below), the Immediate Past President, and a minimum of five additional members. The number of Board members shall be not less than nine or more than 15. A President who does not complete the term of office shall not, however, be a member of the Board as Immediate Past President unless confirmed by a majority of the other members of the Board. The Immediate Past President shall serve only two years beyond the elected term as President. The Board should include members with diverse skills, ages and backgrounds who are also geographically dispersed.

2. Officers and Terms. The officers of the USAPA shall be a President, Vice President, Secretary and Treasurer, all of whom shall serve without compensation. All officers shall take office on January 1st. Board members and officers will serve two-year terms. Elections will be staggered so that elections occur annually. For the initial year of the adoption of these Bylaws only so that staggered terms may be established, the Vice President and the Treasurer will serve a term of one year. The Nominating Committee and the Board may determine which officers will be run for election in even or odd numbered years. Each officer of the USAPA may be re-elected for an additional term or terms.

3. President. The President shall be the chief executive officer. The President shall preside at all Board meetings and meetings of the membership. The President shall appoint, with approval of the Board, committee chairpersons and committee members whose appointments are not otherwise provided for in these Bylaws. The appointees shall serve at the President’s pleasure.

4. Vice President. The Vice President shall assist the President in the performance of the President’s duties and shall exercise all the powers of the President in the case of the President’s resignation, incapacity, removal, or death. The Vice President shall preside over all meetings of the USAPA or the Board at which the President is not present.

5. Treasurer. The Treasurer shall monitor the financial management and controls of the USAPA and its budgeting process, including the development of its annual budgets. The Treasurer shall perform such other duties as may be assigned by the President or the Board of Directors.

6. Secretary. The Secretary shall monitor the keeping of membership records, the calculating of the voting strength of members, and the giving of notice and the keeping of minutes of meetings of the Board. The notices of these meetings shall be sent out under the name of the Secretary. The Secretary shall perform such other duties as may be assigned by the President or the Board of Directors.

7. Vacancies. If a vacancy shall occur on the Board, the remaining members of the Board may, by a majority vote, elect a successor for the unexpired term, except that a vacancy in the office of the Immediate Past President shall not be filled, and except that a vacancy in the office of the President shall be succeeded by the Vice President in accordance with Sec. 4 above.

8. Quorum. A quorum of the Board is a majority of the Directors in office and is required to conduct business. If less than a quorum is present, a majority of the Directors may adjourn the meeting without further notice.

9. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board (including amendment of these bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing, including electronic mailing (e-mail), to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

10. Removal of Officer or Director. At any meeting of the Board, any officer or member of the Board may, by a vote of not less than two-thirds of the whole Board, be removed from office, with or without cause, and a successor may be elected pursuant to the provisions of these Bylaws.

Article IX Committees

1. Committees. The USAPA shall have the following committees: Executive Committee; Grievance Committee; Marketing Committee; Membership Committee; Newsletter Committee; National and International Relations Committee; Nominating Committee; Ranking Committee; Rules Committee; Tournament Committee; Training Committee; and Website Committee. The USAPA shall have such other committees as may be established by the Board or the President. All committee members shall serve without compensation and shall be individual members of the USAPA.

2. Executive Committee.

a.   The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer, and General Counsel. The Executive Committee shall meet at the will of the President. Meetings regarding current matters involving the USAPA are to be reported upon and discussed, and decisions and recommendations with respect to policies and issues coming before the USAPA may be made to the Board. During all meetings of the Executive Committee, each member shall have one vote.

b.   The members of the Executive Committee shall be selected without regard to sex, race, color, religion, or national origin. The Executive Committee shall contain a majority of individuals who are actively engaged in national or international pickleball.

c.   The Executive Committee shall have and exercise the authority of the Board in the management of the corporation subject to such limitations as may be prescribed by the Board and by applicable law, except the Executive Committee shall not have authority to:

Amend, alter or repeal these Bylaws
Elect, appoint or remove any member of any other committee or any director or officer of the USAPA
Authorize the sale, exchange or distribution of large assets of the USAPA not in the ordinary course of business
Authorize the dissolution of the USAPA
Amend, alter or repeal any Board resolution which, by its terms, provides that it shall not be amended, altered or repealed by a committee.

3. Nominating Committee. Only candidates nominated as provided in this Bylaw shall be eligible for election.

a.   Composition. The Nominating Committee shall be composed of Board members and members chosen by the Board. Nominating Committee members shall serve two-year terms. The Chairperson of the Nominating Committee and each member of the committee shall vote on all matters that come before the Committee.

b.  Vacancies in Nominating Committee. If any vacancy occurs on the Nominating Committee before it has filed its report of nominations, the Board shall fill the vacancy. If a vacancy should occur in the office of the Chairperson, the remaining members of the Nominating Committee shall select a Chairperson from the remaining members of the preceding Nominating Committee. If the Nominating Committee has filed its report of nominations, it shall not be necessary to fill any vacancy that thereafter occurs on the Committee.

c.  Nominations. The Nominating Committee shall nominate the officers, other members of the Board, and the members of the Nominating Committee.

d.  Nominating report deadline.   The Nominating Committee shall file its nominations with the Secretary no later than one month before the date set by the Board for annual elections of Board members and officers. A notice thereof shall be communicated by the Secretary to Board members no later than two weeks before the election.

e.  Vacancies in Nominating Committee’s slate. If before election any person nominated dies, becomes incapacitated, declines nomination, or is otherwise disqualified, the vacancy in the nomination shall be filled as promptly as possible by the Nominating Committee. The name of the person selected shall be filed with the Secretary, who within five days thereafter shall notify the voting members of the new nominee.

f.  Nominations by petition. Members having an aggregate vote of not less than one-third of the voting membership may submit a petition nominating persons to serve as officers, members of the Board, or at-large members of the Nominating Committee. Petitions shall be filed with the Secretary no later than one month before the Annual Meeting.

g.  President Elect. The person nominated as President by the Nominating Committee may use the designation of “President Elect” after the date for filing a nomination petition, if no petition is filed.

4. Grievance Committee.

a. Composition. The Grievance Committee shall be composed of at least five persons as chosen by the Board. One of those five persons will be the General Counsel.

b. Chairperson. The Chairperson shall preside at all Committee meetings and hearings. The Chairperson shall have the additional powers set forth below. In the absence of the Chairperson or at the request of the Chairperson, the Vice Chairperson shall have the same powers as the Chairperson.

c. Jurisdiction and responsibilities. The Committee shall be responsible for deciding matters related to the Bylaws and the standards of conduct, fair play, and good sportsmanship. Its responsibilities include, but are not limited to, deciding:

Grievances arising out of or concerning tournaments.
Grievances concerning USAPA players participating in competitions.
Appeals from tournament suspensions imposed under the USAPA rule and regulations.
Grievances arising out of national committee business.

It also shall be responsible for deciding other matters as designated in USAPA Regulations and for conducting such other business requested by the Board or necessary to accomplish its responsibilities.

d. Filing a grievance. Any written grievance shall be sent by first-class, certified, registered mail, or email to the Grievance Chairperson, c/o USAPA Grievance Committee……., Washington, within 30 days following the date on which the alleged violation occurred; Grievances not mailed within 30 days are barred.

e. Investigation and initial decision.

The Chairperson may decide the grievance based on such investigation as the Chairperson deems appropriate.
The Chairperson has the discretion to take the disciplinary action that the Chairperson deems appropriate. This includes, but is not limited to:

1.  Issuing verbal or written reprimands;
2.  Imposing conditions upon the acceptance of entry into any tournament;
3.  Suspending a player from participation in any tournament or competition;
4.  Termination of USAPA membership.

The Chairperson shall notify in writing the person who is the subject of the grievance and the person who filed the grievance of the initial decision. The initial decision shall become effective upon the date of mailing unless otherwise stated or unless a stay is granted.

f.   Appeals involving suspension under the USAPA Rules and Regulations. The Chairperson may make an initial decision on an appeal involving a suspension under the USAPA Rules and Regulations. The initial decision shall become effective upon the date of mailing unless otherwise stated or unless a stay is granted.

g.   Stay. Upon written request and good cause shown, the Chairperson may stay the imposition of any penalty or suspension pending outcome of a request for a hearing before the Grievance Committee or an appeal to the Board.

h.  Request for hearing before Grievance Committee. Within 30 days after the Chairperson mails the initial decision to the person penalized and the person who filed the grievance, either person may mail to the Grievance Chairperson a written request for a hearing before the Grievance Committee. Absent good cause shown, requests for a hearing not mailed within 30 days are barred. Upon receipt of a timely request for hearing, the Chairperson shall set an appropriate time and place for a hearing considering the nature of the case and the penalty imposed. The Chairperson shall give not less than eight days written notice of the hearing date.

i.   Grievance Committee hearing. The Chairperson shall decide whether the hearing is in person or by telephone. Committee members may participate in any hearing by telephone. Evidence may be presented by letter, by affidavit, by telephone, or in person. Strict rules of evidence shall not apply. The Committee shall give such weight as it deems appropriate to the evidence. The person penalized may appear in person, by telephone, or by representative and may present testimony and cross-examine other witnesses who appear at the hearing in person or by telephone. The Committee may affirm, modify, or reject the initial decision and may impose any additional penalties that it deems appropriate. The Committee shall prepare a written decision that includes findings of fact and mail the decision to the person penalized and the person who filed the grievance.

j.   Appeal to Board of Grievance Committee decision. Within 30 days after mailing a written decision of the Grievance Committee, the person penalized or the person who filed the grievance may appeal the Grievance Committee’s decision by mailing a written request to the President for review by the Board. Absent good cause shown, appeals not mailed within 30 days are barred.

k.  Hearing before Board or special committee. In lieu of a hearing before the full Board, the President may appoint a special committee of not less than three Board members to hear an appeal. The Board or special committee shall thereupon review the findings of fact and the decision of the Grievance Committee. The Board or special committee may make its decision on the basis of the written submissions or may hear further testimony and receive further evidence as it deems appropriate. Following its review, the Board or special committee may affirm, modify, or reject the decision of the Grievance Committee, but may not impose any harsher penalties. The decision of the Board or special committee shall be final.

l.   Reinstatement. Any person who has been suspended pursuant to this Bylaw may be reinstated at any time by the Grievance Committee upon written application and presentation of satisfactory evidence that reinstatement is merited.

5. Rules Committee. The Rules Committee shall examine pickleball rules and recommend their adoption, amendment or elimination to the Board. Geographical diversity, playing experience, refereeing experience, tournament experience, multi-sport experience, and a thorough knowledge of the present rules will be sought from the members of this committee. It is charged with drafting a comprehensive set of official USAPA pickleball rules to recommend to the Board and to update and interpret those rules as needed. It will cause those rules to be published on the USAPA website and in an official USAPA written publication of the rules.

6. Membership Committee. The Membership Committee shall solicit new USAPA members, renew memberships, and be the repository of information about and statistics regarding existing members of the USAPA. This committee will also be in charge of initiating the collection of and accounting for annual members’ dues.

7. Ranking Committee. The Ranking Committee will administer the ranking system for all USAPA members who play in tournaments. Diversity of membership in age, gender and ability (e.g., Open, Senior, A, Juniors) will be sought. Its duties shall include:

a.   Developing an automated system that will rank players based on country, state, province, division of play (e.g., Open, Seniors by age groupings, A, B, C, Juniors), event (e.g., singles, men’s doubles, women’s doubles, mixed doubles), participation (e.g., number of sanctioned tournaments entered), and performance results (e.g., 1st, 2nd, 3rd, etc.).

b.   Developing a player rating system (e.g., Open, A, B, C, D or 1.0, 2.0, 3.0, 4.0) to determine a player’s ability and eligibility for divisional and league play.

c.   Working closely with the Tournaments Committee Chairperson and individual tournament directors so that accurate results are communicated to this committee.

8. Marketing Committee. The Marketing Committee shall publicize the USAPA, its services and products in the media to maximize public awareness of those services and products. It shall recommend and create marketable products related to pickleball and develop strategies for selling them to the public. It shall attempt to locate and secure corporate and individual sponsors for USAPA events and products.

9. National and International Relations Committee. The National and International Relations Committee shall be responsible for the initiation, promotion, and coordination of all domestic and international activities of USAPA and for reporting those activities to the Board. The committee will function as the liaison between the Board, Sectional Associations, and player groups and affiliates from other countries.

10. Tournament Committee. The Tournament Committee shall sponsor, sanction and otherwise encourage pickleball tournaments with a goal of involving as many people as possible in competitive and enjoyable pickleball play. Its duties shall include:

a.   Sponsoring tournaments by organizing, advertising and running selected tournaments.
b.   Sanctioning tournaments run by others so long as the tournaments meet standards set by this committee.
c.   Encouraging tournaments by counseling and advising others interested in having tournaments.

11. Newsletter Committee. The Newsletter Committee shall write and solicit from others articles related to pickleball for publication. It will attempt to publish four newsletters each year. Copies of the newsletter shall be distributed to all members of the USAPA either electronically or by hard copies. The newsletter must be read and approved by at least two-thirds of the Board before it may be distributed to the membership at large.

12. Media Relations. The Media Relations Committee shall build, maintain and manage the promotion of the USAPA and pickleball through the media and other means of communication. Examples are press releases, publicity brochures, handouts, tournament information, and promotional items. This committee will also answer inquiries from individuals, journalists and organizations.

13. Website Committee. The Website Committee shall control the www.usapa.org portal. It shall maintain the usapa.org webpage and all of its components, such as homepage, message board, rankings and tournament news. Its roles shall be composed of:

a.   Site Developer—who will create new tools and pages to allow for growth of the website with dynamic interaction and scalability, as well as website maintenance.
b.   Administrator—who will manage the growth of the website and its capacity issues, be in charge of website hosting, security e-mail accounts, and other duties assigned by the committee.
c.   Contributors—who will write articles and stories, submit photos, and keep the website current.

14. Training Committee. The Training Committee shall be responsible for all issues involving the teaching and training of pickleball players. Its members shall consist of those who have training experience and expertise in the areas of coordinating clinics, producing videos, writing instructions and working with youth. It shall draft training materials and communications for publication and to help conduct clinics, exhibitions, demonstrations, and create videos. Part of its duties shall be to gather a list of members who are willing to put on pickleball clinics. Any materials created for distribution shall first be approved by a majority of the Board.

15. Advisory Committees. The Board may establish one or more Advisory Committees. The size, duration, and responsibilities of such committees shall be established by a majority vote of the Board.

16. Appointment of Committees and Duties of Committee Chairpersons. The President shall be an ex-officio member of all committees, except the Nominating Committee and the Grievance Committee, but shall have no voting power on those committees. The President, with approval of the Board, shall appoint the chairperson of each committee, other than the Executive Committee. In the event of the President’s failure to make such appointments, the Board shall do so. The chairperson of each committee shall preside at all committee meetings, be responsible for the functioning of the committee, and, unless the chairperson appoints a secretary to the committee, the chairperson shall be responsible for giving notice of all meetings and shall be responsible for keeping a record of its proceedings.

17. Meetings. Meetings of any committee shall be held at such place and at such time as may from time to time be fixed by its chairperson. One-half of the members of any committee shall have the power to call a meeting.

18. Notice of Committee Meetings Other Than Executive Committee. Meetings of any committee other than the Executive Committee shall be held on not less than five or more than 60 days written, telephonic or electronic notice to each member. Notice of meetings may be waived by a written or electronic waiver executed before or after the meeting. Attendance at a meeting shall constitute waiver of notice as to the attending members at which time the minutes are approved.

19. Quorum. A quorum of one-half of the members of each committee shall be necessary for the transaction of business by that committee.

20. Action of Committee. Except as otherwise provided, whenever a quorum is present, the vote of a majority of the members shall constitute the action of the committee. If in connection with any proposed new Bylaw or USAPA Regulation a vote is conducted by telephone, mail or e-mail, a majority of all committee members shall constitute the action of the committee.

21. Minutes of Meetings. All committees shall keep minutes of their proceedings, copies of which shall be sent by the committee chairperson or secretary to the Board Secretary for filing with the records of the USAPA. The results of any telephone, mail or e-mail vote shall be recorded in the minutes of the next meeting of the committee.

22. Written Consents. Any action required or permitted to be taken at any meeting of the Board or of any committee, other than the Grievance Committee or the Nominating Committee, may be taken without a meeting if a written consent thereto is signed or e-mailed by not fewer than one-half of all the members of the committee and such written consent is filed with the minutes of the proceedings of the committee.

23. No Proxies. No member of the Board or of any committee shall have the power to appoint a proxy to attend any committee meeting on the member’s behalf.

24. Telephone Conference Meetings. Members of the Board or of any committee may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

25. Reimbursement of Expenses. On application for reimbursement, the USAPA shall, subject to its reimbursement policy, reimburse authorized persons (including, but not limited to, officers, members of the Board and of the Executive, Nominating, and Grievance Committees and the chairpersons of the USAPA’s other committees designated by the President) reasonable amounts paid by such persons for authorized trips to meetings of such committees. Reimbursement may be made for two meetings per year of the Executive Committee, the Nominating Committee, and the Grievance Committee, if held. In addition, the Board may authorize the reimbursement of reasonable amounts paid by any individual for travel or other expenses in connection with official USAPA business. The Board shall adopt a detailed written reimbursement policy that includes, but is not limited to, a specification of the types of reasonable expenses and definitions of reasonable expenses.

26. Indemnification of National Committee Members. The USAPA shall indemnify the members of its national committees to the same extent as officers of the USAPA may be indemnified pursuant to the Bylaws of the USAPA and the laws of the state of Washington.

Article X Staff and General Counsel

1.   Executive Director. The USAPA may employ an Executive Director who shall be the chief operating officer. The Executive Director shall, subject to the direction of the Board and fully accountable to it, manage the day-to-day operational programs, policies, and procedures of the USAPA and the functioning of the office or offices of the USAPA. The Executive Director shall be directly responsible for executing all Board decisions, employment and dismissal of USAPA personnel, managing budgetary and contract processes, and staff work for Board decisions and shall perform additional duties as may be requested by the President or the Board. The USAPA shall have such executive managers, program, and staff support as may be appointed by the Executive Director and approved by the Board. The Executive Director shall carry out the operational responsibilities of financial management and controls of the USAPA, the budgeting process including the development of its annual budgets, the keeping of membership records, the calculating of voting strength, and the giving of notice and keeping of minutes of meetings of the voting members, the Executive Committee, and the Board. The Executive Director shall be appointed by and shall serve at the pleasure of and at the compensation fixed by the Board. The Executive Director shall be an ex-officio member of all committees, except the Nominating and Grievance Committees.

2.   Consultants. The USAPA shall have the authority to employ the services of a recognized firm of independent certified public accountants and such other legal, accounting, financial and other consultants as may from time to time be appointed by the Board or Executive Committee.

3.   General Counsel. The President shall, with the consent of the Board, appoint a general counsel, who shall, when called upon by the President, the Board, or the Executive Director, advise or represent the USAPA on legal matters. The General Counsel shall be a licensed attorney in good standing and shall serve without compensation except by special authorization of the Board.

Article XI Adoption and Amendment of Bylaws and USAPA Regulations

1.   Bylaws. These Bylaws shall be subject to amendment, and new bylaws not inconsistent with any provision of the Articles of Incorporation may be adopted by the affirmative vote of a majority of the members of the Board. No proposed amendment of these Bylaws shall be adopted by the Board unless the voting members shall have been given notice of the proposed amendment on the Board Agenda.

2.   Process for Submitting Amendment of Bylaws. A proposed bylaw or amendment may be submitted by any member in good standing to the Board or any Board member.

3.   USAPA Regulations and Resolutions. USAPA Regulations and Resolutions not inconsistent with the Articles of Incorporation or these Bylaws setting forth rules, regulations, and policies of the USAPA may be adopted and amended from time to time by the Executive Committee or the Board. Amendments to the USAPA Regulations shall be adopted in accordance with the Bylaws.

4.   Gender and Titles of Chairpersons. All references to the male gender in the Bylaws and USAPA Regulations shall refer to and mean equally the female gender, and the singular shall include the plural, each where the context so indicates. Any chairperson or vice chairperson may use any commonly recognized title such as “chairperson,” “chairman,” “chairwoman,” or “chair.”

Article XII Financial Administration

1.   Fiscal Year. The fiscal year of the USAPA shall be January 1-December 30, but may be changed by resolution of the Board.

2.   Checks, Etc. All checks, orders for the payment of money, obligations, and insurance certificates shall be signed or endorsed by such officer or agent of the USAPA and in such manner as shall from time to time be determined by resolution of the Board or of any committee to which such authority has been designated by the Board.

3.   Deposits and Accounts. All funds not otherwise employed shall be deposited from time to time in general or special accounts in such banks or other depositories as the Board or any committee to which such authority has been delegated by the Board may select. For the purpose of deposit and for the purpose of collection for any USAPA account, checks and other items may be endorsed, assigned and delivered on behalf of USAPA by the President, Vice President, Secretary or Treasurer.

4.   Investments. The funds of USAPA may be retained in whole or in part in cash or be invested and reinvested in such stock, bonds or other securities as the Board in its sole discretion may deem desirable and which are permitted to organizations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.

Article XIII Books and Records

Correct books of account of the activities and transactions of the USAPA shall be kept at the offices of USAPA. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board.

ADOPTED by the BOARD OF DIRECTORS on March 19, 2006.

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Mark Friedenberg, President

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Fran Myer, Secretary