About

ARIZONA SQUASH RACQUETS ASSOCIATION
(an Arizona Nonprofit Corporation)

ORGANIZATION BY-LAWS
Effective 1st day of March, 2025

ARTICLE I

NAME, MISSION, PERMITTED ACTIVITIES AND REQUIREMENTS

Section 1. Name. The name of the corporation is the Arizona Squash Racquets Association (hereinafter referred to as the “Association”). The Association may establish such acronyms or abbreviations as may be appropriate for business use, and may establish logos, service marks, or trademarks as may be appropriate to further its purposes, mission, recognition and goals.

Section 2. Primary Purpose and Mission. The Association shall be a Not-for-Profit Corporation incorporated and licensed pursuant to the laws of the state of Arizona. The Association’s mission is to promote, develop, and increase participation in the sport of squash throughout the state of Arizona.

Section 3. Permitted Activities. This Association is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. This Association may engage in any activity it deems in furtherance of its mission except that it shall not carry on any 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, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No substantial part of the activities of the Association 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.

ARTICLE II

MEMBERS

Section 1. Individual Members. An individual person may become an Annual Member or a member of such other class of individual membership as may from time to time be established by the Board. Any person may become a member of this Association as herein provided.

Section 2. Membership Rights. Members in good standing shall be entitled to vote at the Annual Meeting and special meetings of the Members of this Association and to play, if otherwise qualified, in all tournaments and matches played under the auspices of, or sanctions by, this Association upon payment of such fees or dues as may be prescribed.

Section 3. Member Clubs. Any squash club or facility in the state of Arizona may become a Member Club, without voting privileges, as provided for in Section 7 of this Article.

Section 4. Corporate Member. Companies manufacturing, selling or servicing goods connected with the sport of squash may become a Corporate Member, without voting privileges as provided by Section 7 of this Article.

Section 5. Member Organization. Any sports organization which conducts a program or regular competition, amateur or otherwise, in the sport of squash and in the state of Arizona, may be elected a Member Organization, without voting privileges, as provided for in Section 11 of this Article.

Section 6. Playing Rules. Members shall use the Playing Rules of US Squash.

Section 7. Applications. Applications for membership by an organization wishing to become a Member Club, a Corporate Member, or Member Organization shall be made in writing to the Secretary, signed by an officer of such organization and accompanied by payment for the applicable annual dues, if any, and shall contain an undertaking that the organization will comply with these By-Laws, the rules of this Association, and the decisions of this Association. All such applications must receive Board approval to become a Member of the Association.

ARTICLE III

MEETINGS OF THE MEMBERS

Section 1. Annual Meeting. There shall be an Annual Meeting of the Members of this Association each year. The purpose of the Annual Meeting shall be to elect Governors to fill any vacancies on the Board as well as to consider any other business brought before the membership in accordance with these By-Laws. The time and the place of the Annual Meeting and any special meeting of the Members shall be announced on the official website for the Association or by email to the Members in the discretion of the Board. Notice shall be given at least four (4) weeks prior to the date of the meeting.

Section 2. Special Meetings. Special meetings of the Members of this Association may be called by the President of the Board at any time, provided that Notice is given to the Members as stated in Section 1 of this article at least two (2) weeks prior to the date of the meeting.

Section 3. Voting by Individual Members. The Members of the Association present at any meeting shall constitute a quorum for the transaction of business. Only Individual Members in good standing shall be entitled to vote at an Annual Meeting or any special meeting of the Members. Meeting presence may include in-person, telephonic, or video conference participation.

ARTICLE IV

VOTING

Section 1. Requirements. Each Individual Member, in good standing, present at any meeting shall be entitled to cast one (1) vote. A motion shall not be passed if the vote is tied.

Section 2. Participating Remotely. Individuals may participate and vote in a meeting by means of conference telephone or similar electronic conference allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting including the counting of any member so participating for purposes of a quorum.

Section 3. Other Actions Taken. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. Consent in writing shall include any form or electronic communication that creates a record unambiguously attributable to that member that may be retained, retrieved and reviewed by the designated recipient thereof, and that may be directly reproduced in paper form by such a recipient suitable for placement with the organization’s permanent records including its minute book.

ARTICLE V

OFFICER, DIRECTOR AND STANDING COMMITTEE

MEMBER REQUIREMENTS

Section 1. Requirements. Each Officer, Director and Standing Committee Member of this Association shall be eighteen (18) years of age or older, and a Member of this Association.

Section 2. Compensation. No Director, Officer or Standing Committee Member of this Association shall be entitled to receive any compensation or reimbursement for expenses incurred in the performance of services for this Association unless expressly authorized by the Board. This is an Association entirely comprised of volunteers.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. General Duties and Focus. The general management of the business and affairs of this Association shall be vested in a Board of Directors (a “Director”). The Board shall have sole responsibility for governance of this Association.

Section 2. Composition. The Board shall have no fewer than two (2) and no more than seven (7) members. Each member of the Board of Directors shall be independent of the Association, and shall be determined to have no material relationship with this Association other than his or her service on the Board and participation in the activities of the Association.

Section 3. Election. All new members of the Board shall be elected at the Annual Meeting of the Members except members of the Board chosen to fill interim casual vacancies.

Section 4. Meetings.

a. Annual and Quarterly Meetings. The Board shall meet regularly and at least four (4) times per year. Meetings of the Board shall be held on not less than (10) days notice to each Director either personally or by e-mail, mail, telephone or facsimile stating the time and place of the meeting. There shall be an Annual Meeting of the Board to be held in conjunction with the Annual Meeting of the Members.

b. Special Meetings. Special meetings of the Board of Directors may be called by the President or any two (2) Directors together, provided that seven (7) days notice is given to each Director either personally or by e-mail, mail, telephone, or facsimile stating the time, place, and purpose of the meeting.

Section 5. Quorum. Except as may be otherwise specifically provided by these By-Laws, at all meeting of the Board, two-thirds (2/3) of the Board of Directors’ membership shall constitute a quorum, but fewer than a quorum shall have the power to adjourn from time to time until a quorum be present.

Section 6. Attendance. Directors are expected to attend in person all regularly scheduled meetings of the Board of Directors.

Section 7. Guests. Guests may attend Board meetings only upon invitation of the President.

Section 8. Actions. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filled with the minutes of the proceedings of the Board or committee. For purposes of this Section, consent in writing shall include any form of electronic communication directly from a Board (or, as the case be, Committee) member, such as email, not directly involving the physical transmission of paper, that otherwise creates a record unambiguously attributable to that member that may be retained, retrieved and reviewed by the designated recipient thereof, and that may be directly reproduced in paper form by such a recipient suitable for placement with the organization’s permanent records including its minute books.

Section 9. Outside Professionals. The Board has the authority to retain such outside counsel, auditors, experts, and other advisors and to engage full or part-time employees as it determines necessary to assist it in the performance of its functions.

Section 10. Removal. The Board shall have the power to suspend or expel any member of the Board for cause in its sole and absolute discretion, or for attendance, as described below. Two thirds (2/3) of the votes cast shall be necessary to remove a sitting member of the Board of Directors over that person’s objection. The Board of Directors may deliberate in an executive session without the presence of the member in question before votes are cast and such member’s vote shall not be counted.

Section 11. Interim Vacancies. In the event that any member of the Board tenders his or her resignation, is removed, becomes mentally incompetent, or otherwise becomes unable to continue to serve this Association for any reason, such vacancies may be filled for the unexpired term by a majority of the Directors then in office until the end of that unexpired term and until his or her successor in elected and qualified or until his or her earlier resignation, removal, mental incompetence or other inability to serve this Association.

ARTICLE VII

OFFICERS

Section 1. Officers. The Officers of this Association shall initially include a President, Treasurer, and Secretary. The Board shall have the power at any time to create and fill additional offices (such new officers as “Additional Officers”) and prescribe the duties thereof. Any two or more offices may be held by the same person. The Officers of the Association shall hold office until the next annual meeting of the Directors or until the end of the Director’s term, or until resignation or termination by action of the Board of Directors. The Officers of the Association shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board or these By-Laws, except that in any event each Officer shall exercise such powers and perform such duties as may be required by applicable law.

Section 2. Signing Authority. The President and the Treasurer are authorized to execute all official instruments and agreements for the Association by affixing the name of the Association and signing their names as President and Treasurer, respectively.

Section 3. President.

a. Election. After the term of the initial President ends, the Board shall elect a President by a vote of Directors holding a majority of the voting power of all Governors present at any meeting at which a quorum is present.

b. Authority. The President shall have general supervision over the business of the Association and other duties incident to the office of President, and any other duties as may be from time to time assigned to the Present by the Board of Directors and subject to the control of the Board of Directors in each case. The President shall set and preside at all meetings of the Board and shall determine the agenda for meetings of the Board. Members of the Board may request that the President of the Board including items on the agenda. In the absence, or in the event of the termination or the President via resignation, incapacitation, action of the Board of Directors or similar occurrence, the Treasurer shall preside over the meeting of the Board of Directors or of the Annual Meeting of the Members. If none of the other Officers of the Association is available or able to preside at a meeting of the Board of Directors or Annual Meeting of the Members, then the Directors present as any such meeting shall elect, by simple majority vote, a Chairman of such meeting who shall preside.

c. Term. The President shall serve a one (1) year term.

d. Early Termination. In the event of the resignation, removal, incapacity or death of the President, the remaining members of the Board of Directors may either then elect a new President or, in their discretion an Interim President, or wait until the next scheduled election of new Directors and then select a new President.

e. Task Forces and Councils. The President shall have the authority to appoint advisory task forces or councils as he or she deems necessary. He or she shall appoint the members of such task forces or councils and define the mission of such task forces or councils. He or she shall also be responsible for oversight of such groups and for evaluating their performance, and may utilize the volunteer services of knowledgeable individuals within or outside this Association’s membership to provide assistance.

Section 4. Treasurer.

a. Functions. The Treasurer shall have the custody of the Association’s funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall also perform such other duties and prepare reports regarding the financial condition of the Association and may be prescribed from time to time (without a requirement for a written notice) by the Board of Directors or the President.

b. Term. The Treasurer shall serve a one (1) year term.

c. Financial Reports. The Treasurer shall be responsible for all financial records and reports. An annual report of the Association, including a statement of profits and losses, a balance sheet, and sources and uses of funds shall be prepared by the Treasurer and made available to all Members at or before each Annual Meeting of the Members.

d. Other Reports. The Treasurer will provide the Board of Directors, prior to each regularly scheduled meeting of the Board of Directors, a current status report of active membership in the Arizona District of US Squash, as well as such information may be reasonably obtained from US Squash, including recently lapsed members, etc., so as to promote and encourage active membership.

Section 5. Secretary.

a. Functions. The Secretary shall perform all of the ministerial functions of a corporate secretary that are customarily required under applicable corporate law including (i) keeping the minutes of the proceedings of the Board and Annual Meeting of Members (ii) seeing that all notices are duly given in accordance with the provisions of these By-Laws and (iii) organizing and maintaining custody of the Association’s corporate records including the records for the above listed functions all within its Minute Books as well as all of the agendas, minutes and meeting notes for all of the Standing Committees in files to be maintained for each Standing Committee.

b. Term. The Secretary shall serve a one (1) year term.

c. Board Meeting Minute Taking and Attendance Prerogative. In any circumstances where the Secretary would otherwise be responsible for

attending and maintaining the minutes for all or any part of any Board meeting. The President shall have the option to designate another member of the Board to maintain the minutes for all or part of any such Board meeting in lieu of the Secretary being required to be in attendance for all or part of such a Board meeting.

ARTICLE VIII

SPECIAL COMMITTEES

Section 1. Appointment of Special Committees. The President may appoint and remove such ad hoc or special committees, including the respective Chairperson(s) and committee members, from time to time as they may deem necessary for the proper functioning of this Association.

ARTICLE IX

NOTICES

Section 1. Generally. Every Member of this Association shall furnish an address to which all notices and communications may be sent by mail, electronic or otherwise. The sending of any such notice or communication to the address so furnished, or if no such address shall be furnished, to the last known address, shall constitute proper service thereof. Notice may also be given by email, mail, telephone, or facsimile provided that such information has been furnished by the Member and any such notice by telephone, facsimile or mail shall constitute proper service to that Member. It shall be the duty of each Member to update his or her contact information.

Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of this Association’s Certificate of Incorporation or of these By-Laws, a waiver thereof in writing, including by email, signed by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE X

DUES

Section 1. Dues. Membership fees and dues for all classes of Association

Membership shall be established by the Board and published on the official website for the Association. Dues may, if determined by the Board, be collected through the Association’s association with U.S. Squash or other national squash association.

Section 2. Usage. Dues collected by the Association shall be unrestricted in their use consistent with the guidelines established by the Board of Directors. It is envisioned that supported activities may include junior development, tournaments, leagues, events, or other activities as may be proposed by Members, Directors, or squash professionals to promote squash in the Arizona District. Nothing in this requirement shall conflict with the Association’s nonprofit status or overall mission of supporting squash in the Arizona District. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3).

ARTICLE XI

FISCAL YEAR AND SEAL

Section 1. Duration. The fiscal year of this Association shall be from July 1 through June 30.

Section 2. Seal. Any seal of this Association shall be circular in form and shall bear the name of this Association and the state and year of its incorporation.

ARTICLE XII

INDEMNIFICATION

This Association shall, to the fullest extent now or hereafter permitted by Arizona law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a Director, Officer, employee or agent of this Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including costs and attorneys’ fees when and as incurred in defending such action or proceeding, whether or not such person is then a Director, Officer, employee or agent of this Association, except to the extent of such person’s bad-faith, willful misconduct or fraud. The Association shall maintain adequate liability insurance.

ARTICLE XIII

RULES OF CONSTRUCTION

All references to gender in these By-Laws shall include both the masculine and feminine unless the context requires otherwise. Words importing the singular shall be deemed to include the plural and vice versa.

ARTICLE XIV

AMENDMENTS

Section 1. Modifications Generally. These By-Laws may be added to, amended or repealed by the affirmative vote of two-thirds (2/3) of the Directors present at a Board of Directors meeting at which a quorum is present and voting. Amendments may also be approved by the affirmative vote of the majority of the Members present and entitled to vote at a Meeting of the Members of this Association at which a quorum is present and voting.

Section 2. Notice. Amendments of these By-Laws shall be proposed only by the Board of Directors and the substance thereof shall be set forth in the notice of the meeting at which such amendment is to be approved.

ARTICLE XV

Intentionally left blank.

Executed and approved this 1st day of March, 2025