Bylaws of Rain City S.C.

Bylaws of Rain City S.C.

This document constitutes the Bylaws of the Rain City S.C., Inc. (“Rain City” or “Corporation”), a nonprofit corporation incorporated in the State of Washington. These Bylaws, the Articles of Incorporation, and the policies and procedures implemented from time to time by the Board, shall be the fundamental rules for the organization, administration, and operation of Rain City.

Article I — Name, Purpose

  • 1.1 Name

    The name of the organization shall be “Rain City S.C.”

  • 1.2 Purpose

    • 1.2.1 The purposes for which this Corporation is formed are exclusively charitable, scientific, or educational and consist of the following:

      • A. To educate members and non-members in life-long fitness and soccer education for all ages;
      • B. To raise LGBTQ awareness, understanding, tolerance, and affirmation in the general community;
      • C. To aid, support, and assist by gifts, contributions or otherwise, other corporations, community chests, funds and foundations organized and operated exclusively for charitable, scientific, or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation; and
      • D. To do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly. and either alone or in conjunction or cooperation with others, whether such others be persons or organizations of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments, or agencies.
    • 1.2.2 Powers. In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the Corporation’s Articles of Incorporation or Bylaws, the Corporation shall have all powers which now or hereafter are conferred by law upon a corporation organized for the purposes set forth above, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Corporation’s purposes.

    • 1.2.3 Limitations. All of the purposes and powers of the Corporation shall be exercised exclusively for charitable, scientific, and educational purposes in such manner that the Corporation shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and that contributions to the Corporation shall be deductible under Section 170(c)(2) of the Code or any successor provision.

      No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted to an organization described in Section 501(c)(3) of the Code or any successor provision. 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.

      Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal and state income taxes under Section 501(c)(3) of the Code or any successor provision, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or any successor provision.

      No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable, to its members (if any), directors, officers, or other private persons, except that the Corporation is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

      Upon the winding up and dissolution of the Corporation, the assets of the Corporation remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation, shall be distributed to an organization or organizations, as determined by the Board of Directors, that is recognized as exempt under Section 501(c)(3) of the Code or any successor provision, and used exclusively to accomplish the purposes for which this Corporation is organized.

Article II — Membership

  • 2.1 Terms of Membership

    Any individual with an interest in furthering Rain City’s purpose may become a Member of Rain City by agreeing to subscribe to the mission, purpose, rules and regulations, and by paying any annual dues generally imposed by the board.

  • 2.2 Qualifications for Membership

    To qualify as a Member in good standing, the following requirements must be satisfied:

    • 2.2.1 Demonstrate a commitment to Rain City’s purpose
    • 2.2.2 Complete a registration form to be kept on file with Rain City Secretary
    • 3.2.3 Pay annual dues as may be generally established by the Board
    • 2.2.4 Abide by the Articles of Incorporation and these Bylaws as well as any rules and regulations duly enacted by the Board.
  • 2.3 Length of Membership

    Membership in Rain City shall be valid for not more than one year from the individual’s registration date.

    • 2.3.1 Membership in the club may be renewed by resatisfying the membership requirements
    • 2.3.2 Membership shall be terminated upon the expiration of the stated term unless renewal has been successfully completed
  • 2.4 Sanctions against Membership

    Membership in Rain City may be revoked or temporarily suspended, or any Member may be censured, for any one or more of the following:

    • 2.4.1 failure to adhere to the Articles of Incorporation, Bylaws, or any rules and regulations duly enacted by the Board
    • 2.4.2 excessive financial debt to Rain City
    • 2.4.3 misappropriation of the Rain City resources
    • 2.4.4 personal threats against, or assaults on, the integrity of fellow Rain City Members or participants of Rain City events
  • 2.5 Procedures for sanctions against Members

    Sanctions against Members require a simple majority vote of the Board.

Article III — Meetings of the Membership

  • 3.1 Annual Meeting

    The Board shall hold an annual meeting of all Members between January 1 and March 31. Time and place of the Annual Meeting shall be determined by the Board.

  • 3.2 Special Meetings

    • 3.2.1 The Board, or a simple majority of the membership, may call a special meeting of the Members after providing fair notice.
    • 3.2.2 Any Member proposing amendments to the Bylaws at an annual or special meeting shall give fair prior notice to the Board and Members.
  • 3.3 Fair Notice

    Fair notice of each meeting shall be given to each Member, by postal or electronic mail, not less than 21 days before the meeting.

  • 3.4 Quorum

    There shall be no quorum requirement.

Article IV — Board of Directors

  • 4.1 Board Role, Size, and Compensation

    • 4.1.1 The board is responsible for overall policy and direction of Rain City, and shall direct the running of Rain City in a manner not inconsistent with RCW ch. 24.03.
    • 4.1.2 The board shall consist of at least three members, one of whom shall be President as selected under paragraph 4.3, another of whom shall be Secretary as chosen by the Board. In no event shall the President and Secretary be the same person. The Board shall choose a Treasurer, who may not be the same person as either the President or Secretary. The Board shall have an additional seat reserved for Kickabout Representative, who may not be the same person as either the President, Secretary, or Treasurer.
    • 4.1.3 The Board receives no compensation other than reasonable expenses.
    • 4.1.4 The Board will serve for 2 calendar years, with the exception of the Kickabout Representative who may serve for an indefinite period.
  • 4.2 Meetings

    The Board shall meet at least four times per year at an agreed time and place. The Board may conduct meetings by electronic means. The Board may conduct open or closed meetings at its discretion.

  • 4.3 Board Elections

    Election of a new Board of Directors will occur as the first item of business at the Annual Meeting. Directors will be elected by a vote of the Members present and voting. The three candidates receiving the most votes shall be Directors. The candidate receiving the most votes shall be President. In the event of a tie for first place or third place, a fun-off election shall determine the winner.

  • 4.4 Terms

    Each term expires after two years.

  • 4.5 Quorum

    Quorum for a meeting of the Board consists of a simple majority of the current Board. A quorum must be attained before business can be transacted or motions made or passed.

  • 4.6 Notice

    An official Board meeting requires that each participant have notice seven days in advance.

  • 4.7 Board Duties

    • 4.7.1 President’s Duties

      • 4.7.1.1 Convene regularly schedule Board meetings
      • 4.7.1.2 Preside or arrange for the Secretary to preside at each Board meeting.
      • 4.7.1.3 Responsible for general supervision of Rain City affairs
      • 4.7.1.4 Keep the Board fully informed about Rain City activities
      • 4.7.1.5 May, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, or other instruments as may be authorized by the Board.
    • 4.7.2 Secretary’s Duties

      • 4.7.2.1 Be the Corporate Secretary of Rain City and custodian of its records
      • 4.7.2.2 Certify and keep the original or a coy of these Bylaws, as amended
      • 4.7.2.3 File Corporation documents with the State of Washington as required by law
      • 4.7.2.4 Keep and maintain minutes of all meetings of the Board, recording the time and place held, whether annual or special, how called, how notice was given, the names of those present or represented at the meeting, and the proceedings.
    • 4.7.3 Treasurer’s Duties

      • 4.7.3.1 Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such bonds, trust companies, or other depositories as selected by the Board
      • 4.7.3.2 Disburse the funds of the Corporation as may be directed by the Board
      • 4.7.3.3 Keep and maintain adequate and correct records of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, and disbursements.
      • 4.7.3.4 Exhibit at all reasonable times the books of account and financial records to any Director or his/her attorney on request
      • 4.7.3.5 Make a report at each Board meeting.
      • 4.7.3.6 Any of these duties may be delegated with the unanimous consent of the Board.
    • 4.7.4 Kickabout Representative Duties

      • 4.7.4.1 Send out correspondence to rain city members
      • 4.7.4.2 Organize kickabouts
      • 4.7.4.3 Make a report at each Board meeting.
      • 4.7.4.4 Participate in fundraising efforts
  • 4.8 Election Procedures

    • 4.8.1 The Board shall designate an election committee of three members to oversee the election of the next Board. The committee shall not include anyone running for a seat on the new Board.
    • 4.8.2 Voting shall be by written secret ballot; unopposed candidates may be elected by acclamation.
    • 4.8.3 Absentee or proxy ballots are not allowed.
  • 4.9 Vacancies

    When a vacancy on the Board opens, the Secretary (or, in the event the Secretary’s position is vacant, then the President) shall inform the other directors of the vacancy by formal notice. The remaining directors may nomination candidates to fill the vacancy by submitting those nominations to the Secretary (or, in the event the Secretary’s position is vacant, then the President). Seven calendar days after the formal notice, the Secretary shall forward the nominations to the election committee that ran the most recent board election. The election committee shall choose a successor to the vacant director position. If the President’s position is vacated, the remaining director who is not Secretary shall automatically become President.

Article V — Amendments

  • 5.1 Amendments to Bylaws

    These Bylaws may be amended when necessary by a majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of the Rain City S.C., Inc., on February 1, 2016