BYLAWS OF THE MIDDLETOWN PICKLEBALL ASSOCIATION, INC. (MPA)

BYLAWS OF THE MIDDLETOWN PICKLEBALL ASSOCIATION, INC. (MPA) CONTENTS Mission Statement (11/16/16) Articles I. Name II. Offices III. Purposes IV. Members V. Dues, Voting Rights, Suspension, Expulsion VI. Meetings of Members VII. Board of Directors and Officers VIII. Committees Membership Committee Tournament Committee IX. Adoption or Amendment of Bylaws, MPA Regulations X. Financial Administration XI. Books and Records Mission Statement

The mission of the Middletown Pickleball Association, Inc. is to promote the growth and development of the sport of pickleball primarily in the area of Butler, Hamilton,Warren and Montgomery Counties surrounding the City of Middletown, Ohio. Article I Name The name of this corporation is Middletown Pickleball Association, Inc., abbreviated MPA. Article II Offices The principal office of the MPA shall be located in the State of Ohio, or such other location as the Board of Directors ( Board ) may select. The MPA may have additional offices at such other locations as the Board may from time to time determine. Article III Purposes 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 regional amateur sports competition in pickleball; teach and maintain the 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 non profit corporation Article IV Members Individual Members. The members of the MPA (each a Member and collectively, the Members ) shall consist of those individuals interested in the purposes of the MPA, who

have completed all applications and documentation required by the MPA, and who have paid the membership dues and fees promulgated by the Board and in effect at the time the individual seeks to become a Member. Honorary Members. Honorary membership may be conferred upon such worthy persons as may be so elected by the Executive Committee (see Article VIII Committees) or the Board. An Honorary Member will be exempt from paying membership dues. Discrimination Prohibited. Membership and all rights of participation in the MPA, 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 based upon sex, age or playing ability. Article V Dues, Voting Rights, Suspension, Expulsion Membership Dues. The Board shall establish the amount of the membership dues. Voting. Members of the MPA eligible to vote shall be individuals whose dues are paid current. Application for Membership. Application for membership shall be submitted in the proper form to any MPA board member or mailed to P.O. Box 1092, Middletown, Ohio 45042. Exhaustion of Administrative Remedies. By accepting MPA membership, a Member agrees to follow its Articles of Incorporation, Bylaws, and MPA Regulations and to exhaust all administrative remedies in any controversy or grievance involving participation in MPA 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 timely pay dues shall be automatically suspended from membership if payment of membership dues remains in arrears for more than 30 days. Article VI Meetings of Members

Annual Meeting of Voting Members. The Annual Meeting of the Members of the MPA whether to elect members of the Board (each a Director and collectively the Directors ) or for the transaction of such business as shall come before the voting Members shall be held at a location and at such time as is determined by the Board between September 1 and December 31. Special Meetings of Voting Members. Special meetings of the Members of the MPA shall be held to authorize the making of a decision, expenditure of MPA funds, incurring any liability or the taking of any other action on behalf of the MPA if to do so would constitute a Major Decision. For purposes of these Bylaws, the term Major Decision shall mean any of the following actions: (a) sale, lease or other disposition of any real property or personal property of a capital asset nature where such sale, lease or other disposition has not otherwise been previously approved by the Board in the budgeting process or otherwise; (b) the execution of any agreement by the MPA that is outside the ordinary course and past practice of the MPA or exceeds certain dollar limits set from time to time by the Board, if any. Notice of Meetings of Voting Members. Notice of the time, place, and purpose of any meeting of the voting Members of the MPA shall be delivered by U.S. post office, electronic mail (e-mail) or telephone to all eligible voting Members before the meeting. All notices shall be directed to the mailing address, e-mail address or telephone/cellular phone number of eligible voting Members then appearing in the records of the MPA. Members shall be responsible for maintaining their own current mailing address, e-mail address and telephone/cellular phone number(s). Quorum and Voting. At all meetings of the Members of the MPA 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 Members present whether in person or by proxy shall constitute the action of the Members of the MPA. Except as otherwise provided in these Bylaws, Robert s Rules of Order shall be the rules of order for meetings of the Members of the MPA. Membership Records. A membership record containing the name, address and date of admission to membership and any other data pertaining to each Member desired by the MPA shall be kept by the Secretary. Upon the withdrawal or termination of any Member, for any cause, such facts shall be recorded in the membership record, together with the date on which the membership of such Member ceased.

Order of Business. The suggested order of business at any meeting of the Members of the MPA shall be as follows: a. Report certifying voting power and the determination of a quorum; b. Approval of minutes of last previous meeting; c. Report of the Board; d. Report of Elections, if any; e. Reports of Committees; f. Miscellaneous or Special Business; g. Adjournment. Adoption of that part of the report certifying voting power shall not be subject to challenge during the meeting. Article VII Board of Directors and Officers 1. Board of Directors. a. Responsibilities. Except as otherwise provided by the laws of the State of Ohio, the Articles of Incorporation or these Bylaws, the MPA shall be managed by its Board of Directors which shall establish, regulate and direct the policies and objectives of the MPA and set annual MPA budgets. Directors take office on January 1 of the year following their election. Unless removed under the provision of these bylaws or voluntary resignation, Board Members will serve 2 year terms that end on December 31 of the second term year. Board Members may be reelected for additional term or terms. b. Composition. An odd number of Directors shall be not less than five or more than nine. The Board should include Directors with diverse skills, backgrounds and business experience who preferably live in proximity to Middletown, Ohio. 2. Officers and Terms. The officers of the MPA Board of Directors shall be a President, Vice President, Secretary and Treasurer, all of whom shall serve without compensation. All officers shall take office on January 1 of the year following their election. Unless removed under the provisions of these Bylaws or voluntary resignation. Board officers will serve two-year terms that end on December 31 of the second term year. Elections shall be staggered so that elections occur annually. For the initial year of the adoption of these Bylaws only and so that staggered terms may be established, the Vice President and the Secretary will serve a term of one year. Board officers may be reelected 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 Members. 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 Members of the MPA or the Board if the President is not present. 5. Treasurer. The Treasurer shall monitor the financial management and controls of the MPA including the development of its annual budgets. The Treasurer shall perform such other duties as may be assigned by the President or the Board. 6. Secretary. The Secretary shall monitor the keeping of MPA membership records, the calculating of the vote of Directors and Members at their respective meetings, and the giving of notice and the keeping of minutes of meetings of the Board and Members. 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. 7. At Large Board Members. There shall be at least 1 and not more than 5 At Large Board Members as determined by the Board. If a new At Large position/positions is/are added by the board, it will be filled initially by appointment of the board. These positions will be elected positions at the next election meeting of the voting members. At Large Members will attend each board meeting and have the same voting rights as all other Board Members. At Large Board Members shall perform such duties as assigned by the President or the Board. 8. Vacancies. If a vacancy occurs 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 President shall be succeeded by the Vice President pursuant to Sec. 4 above. 9. Quorum. A quorum of the Board is a simple majority of the Directors (>50%) in office at the time of the meeting and is required to conduct business. If less than a quorum is present, the Directors in attendance may adjourn the meeting without further notice. 10. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board (including amendment of these bylaws) may be taken without a meeting if at

least two-thirds (2/3) of the Directors consent in writing, including electronic mailing (email), to taking the action without a meeting and to approve the specific action. Such consents shall have the same force and effect as an unanimous vote of the Board. 11. 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 entire Board, be removed from office, with or without cause, and a successor shall be elected pursuant to the provisions of these Bylaws. Article VIII Committees 1. Committees. The regular business of the MPA shall be conducted by the Board of Directors. The following committees shall be appointed by the President with approval of the Board to meet as requested by the President: Membership Committee and Tournament Committee. The MPA 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 MPA. 2. Membership Committee. The Membership Committee shall solicit new MPA members, renew memberships, and be the repository of information about and statistics regarding existing members of the MPA. This committee will also be in charge of initiating the collection of and accounting for annual members dues. 3. 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. 4. 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. 5. Appointment of Committees and Duties of Committee Chairpersons. The President shall be an ex-officio member of all committees but shall have no voting power on those committees. The President, with approval of the Board, shall appoint the chairperson of each 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. 6. Meetings. Meetings of any committee shall be held at such place and at such time as may from time to time be scheduled by its chairperson. 7. Notice of Committee Meetings. Meetings of any committee shall be held no more than 30 days after written, telephonic or electronic notice is given to each member of the committee. Notice of meetings may be waived by a written or electronic waiver executed by the committee member before or after the meeting. Attendance at a meeting shall constitute waiver of notice as to the attending members. 8. Quorum. A quorum of more than one-half of the members of each committee shall be necessary for the transaction of business by that committee. 9. 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 MPA Regulation, a vote is conducted by telephone, mail or e-mail, a majority of all committee members shall constitute the action of the committee. 10. 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 MPA. The results of any telephone, mail or e-mail vote shall be recorded in the minutes of the next meeting of the committee. Article IX Adoption and Amendment of Bylaws and MPA Regulations 1. Bylaws. These Bylaws shall be subject to amendment, and new bylaws not inconsistent with any provision of the Articles of Incorporation or the laws of the state of Ohio 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 of the MPA shall have been given notice of the proposed amendment and the scheduled hearing of it in a Board Meeting Agenda. MPA members shall be allowed to attend board meetings when proposed to the Bylaws are under consideration.

2. Process for Submitting Amendment of Bylaws. A proposed bylaw or amendment may be submitted to the Board by any Member of the MPA in good standing or by any Board member. 3. MPA Regulations and Resolutions. MPA Regulations and Resolutions not inconsistent with the Articles of Incorporation or these Bylaws setting forth rules, regulations, and policies of the MPA may be adopted and amended from time to time by the Board. Amendments to the MPA Regulations shall be adopted in accordance with these Bylaws. 4. Gender and Titles of Chairpersons. All references to the male gender in the Bylaws and MPA 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 X Financial Administration 1. Fiscal Year. The fiscal year of the MPA shall be January 1-December 31, 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 MPA 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. Reimbursement of Expenses. On application for reimbursement, the MPA may reimburse authorized persons (including but not limited to directors and members) reasonable amounts incurred for travel or other expenses in connection with official MPA business. 4. 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 MPA account, checks and other items may be endorsed, assigned and delivered on behalf of MPA by the President, Vice President, Secretary or Treasurer. 5. Investments. The funds of MPA 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 XI Books and Records Correct books of account of the activities and transactions of the MPA shall be kept at the offices of MPA. 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. These shall also include a minute book which shall contain all minutes of meetings of the members and the various committees. ADOPTED by the BOARD OF DIRECTORS on November 16, 2016. President Vice President Secretary Treasurer Board Member