The name of this organization shall be the Woodinville Lacrosse Club (hereinafter referred to as the “Club”). The Club may maintain its principal office or other offices at such place(s) within the State of Washington as the Board of Directors (“the Board”) may designate. The current mailing address is 14241 NE Woodinville Duvall Rd #314, Woodinville, WA 98072-8595.

ARTICLE 2. MEMBERSHIP

SECTION 2.1 CLASSES OF MEMBERSHIP

The Club shall have two classes of membership: Standard Members and Honorary Members.

- Standard Members: Families with at least one child actively participating in Club programs. Membership is by family, with one vote per family at any membership meeting.

- Honorary Members: Individuals approved by the Board. They are advisory only, hold no voting rights, and are not required to have a player in the Club.

SECTION 2.2 VOTING RIGHTS

Each Standard Member family is entitled to one vote in all matters requiring membership approval.

SECTION 2.3 ANNUAL MEMBERSHIP MEETING

The Annual Membership Meeting shall be held in September each year, on a date set by the Board. Standard Members shall elect all Board positions and conduct any other business as needed.

SECTION 2.4 SPECIAL MEETINGS

Special meetings may be called by the President, by majority vote of the Board, or at the request of at least two (2) Directors. Notice shall state the purpose of the meeting and be governed by Section 2.5 and 2.6.

SECTION 2.5 NOTICE OF MEETINGS

Written or electronic notice stating the date, time, place, and purpose of a meeting shall be provided to members no fewer than ten (10) and no more than fifty (50) days in advance.

SECTION 2.6 QUORUM (MEMBERSHIP)

Ten percent (10%) of Standard Members, represented in person or by approved electronic means, shall constitute a quorum.

SECTION 2.7 PROXY VOTING (MEMBERSHIP MEETINGS)

A Standard Member may authorize another Standard Member to vote on their behalf by providing a written, electronic, or digital proxy to the Secretary prior to the meeting.

- Each proxy is valid only for the meeting for which it is given, including any adjournments thereof.

- No individual may hold more than one proxy in addition to their own vote.

- Proxy voting is not permitted at Board of Directors meetings.

ARTICLE 3. BOARD OF DIRECTORS

SECTION 3.1 AUTHORITY

The Club shall be governed by a Board of Directors (“the Board”).

SECTION 3.2 COMPOSITION

The Board shall consist of not fewer than four (4) and not more than nine (9) Directors. Board positions include:

- President

- Vice President

- Secretary

- Treasurer

- Registrar

- Director of Communications

- At-Large Director (optional, at Board discretion)

SECTION 3.3 EQUAL ROLES

All Directors shall have equal authority. Each role carries distinct responsibilities, but all decisions are made collectively by the Board.

SECTION 3.4 ELECTIONS AND TERMS

- All Board positions are elected annually by Standard Members at the September Annual Membership Meeting. See Section 2.3.

- Each Director serves a one-year term, beginning at the conclusion of the election and ending at the next Annual Membership Meeting, or until a successor is elected.

- Vacancies may be filled by Board appointment until the next Annual Membership Meeting.

SECTION 3.5 MEETINGS OF THE BOARD

- Regular Meetings: May be scheduled by Board resolution.

- Special Meetings: May be called by the President or any two (2) Directors.

- Notice: At least two (2) days’ notice shall be given via electronic communication.

- Quorum: One-half (½) of the current Directors shall constitute a quorum.

SECTION 3.6 VOTING (BOARD)

- Unless otherwise specified, actions require a simple majority of Directors present with quorum.

- The President only votes as a tie breaker, if needed

- Removal of a Director: Requires a two-thirds (2/3) vote of the Board.

- Bylaw Amendments: Require a two-thirds (2/3) vote of the Board.

SECTION 3.7 REMOVAL FOR NON-ATTENDANCE

A Director missing three (3) consecutive meetings without valid reason may be deemed to have resigned, subject to a majority Board vote.

SECTION 3.8 COMPENSATION

Directors shall serve without compensation but may be reimbursed for reasonable, preapproved expenses incurred on behalf of the Club.

SECTION 3.9 COMMITTEES

The Board may establish advisory committees as needed. Committees may provide recommendations but hold no independent authority; all decisions must be reported back to the Board and then approved by the Board.

ARTICLE 4. BOARD POSITIONS

SECTION 4.1 PRESIDENT

Chairs and presides over all Board and member meetings, sets agendas, and serves as a primary point of contact for the Club. The President may sign checks, contract or other instruments. In general, the President shall perform all duties incident to the office of President and such other duties as are assign to him or her by the Board from time to time.

SECTION 4.2 VICE PRESIDENT

Supports the President and assumes duties when the President is unavailable. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign checks, contracts or other instruments. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or the Board.

SECTION 4.3 SECRETARY

Shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the corporation; (d) keep records of the email if applicable, of each member and Director; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.

SECTION 4.4 TREASURER

Shall have charge and custody of and be responsible for all funds of the Club; keep books of accounts and records including bank statements, receipts, budgets, invoices, paid receipts and canceled checks for five (5) years; make disbursements as authorized by the President or the Board in accordance with the budget adopted by the Club; sign on bank accounts; present a financial statement at meetings if requested; maintain records of registration fee payments; and file any applicable tax reports to state and federal entities. The Treasurer shall maintain the insurance for the Club.

SECTION 4.5 REGISTRAR

Oversees player registration, eligibility, and roster management. Oversees and maintains the Club website, including content, registration, reporting, etc., with direction from the Board.

SECTION 4.6 DIRECTOR OF COMMUNICATIONS

Manages Club communications, including social media updates, email notices, and public relations.

SECTION 4.7 AT-LARGE DIRECTORS (OPTIONAL)

Supports Board functions as needed and may take on special projects.

ARTICLE 5. FINANCIALS

SECTION 5.1 FISCAL YEAR

The fiscal year shall run from September 1 to August 31.

SECTION 5.2 BUDGET

The Treasurer shall prepare an annual budget for Board review and approval. The budget must be approved by the Board prior to the start of the fiscal year. The approved budget should be presented at the Annual Membership Meeting for informational purposes.

SECTION 5.3 AUDIT

An annual audit shall be conducted by up to three (3) individuals appointed by the Board who are not check-signers. Auditors may be Board members, Standard Members, or volunteers.

ARTICLE 6. CONFLICT OF INTEREST & ETHICS

SECTION 6.1 CONFLICT OF INTEREST

Directors must disclose any actual or potential conflict of interest and shall abstain from voting on related matters.

SECTION 6.2 COMPENSATION

Directors shall not receive compensation for service but may receive reimbursement for expenditures incurred on behalf of the Corporation.

ARTICLE 7. AMENDMENTS

These Bylaws may be amended or repealed only by a two-thirds (2/3) vote of the Board.

ARTICLE 8. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order (Newly Revised) shall govern the Club in all cases where applicable and not inconsistent with these Bylaws.