Bylaws of Nickel City Pinball Club
Article I: Name and Purpose
Section 1. Name
The name of the organization shall be Nickel City Pinball Club (hereinafter referred to as "the Club").
The Club is located at 5521 Transit Road, Depew, NY, 14043
Section 2. Purpose
The purpose of the Club shall be to promote the hobby of pinball in the Western New York area through the social interaction between people that are interested in collecting pinball machines, playing pinball, and competing in pinball tournaments, leagues, and events. The Club is organized exclusively for pleasure, recreation, and other non-profitable purposes, and is operated as a social Club under Section 501(c)(7) of the Internal Revenue Code.
Section 3. Powers
The Club shall have authority to do any act or thing incidental to, connected with, or in advancement of the purposes of the Club as set forth in Article I, Section 2, but shall not be empowered to perform any act for the pecuniary profit or financial gain of any of its members or Officers, except as permitted by relevant law.
Article II: Membership
Section 1. Eligibility
Membership in the Club is open, upon payment of dues (see Section 4), to anyone interested in pinball.
Section 2. Classes of Membership
The Club shall have the following classes of membership:
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Full Members: Individuals who have paid dues for the highest membership tier which grants them key card access to the Club, the right to place at least one pinball machine at the Club, opportunity to bring guests to the Club, eligible to serve on the leadership board and committees, and have voting rights. Full members must be 21 years of age. Full members may also bring family members of their immediate household as guests to the Club an unlimited number of times and do not need to pay fees on those family members for each visit to the Club. Household members of Full Members do not have voting rights but may serve on committees. Key access can be granted to spouses/partners of Full Members at the discretion of the Board.
- Associate Members: Individuals at a more limited tier level that only have access to the Club during tournaments and leagues. These members do not have voting rights and are not given key access to the Club. They may not bring guests. They may place a pinball machine at the Club only if the Board chooses to permit them to do so (upon a majority vote of the Board at a regular meeting). They are permitted to serve on committees appointed by the Board but do not have voting rights and are not eligible to serve as Officers of the Club.
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Trial Members: Trial membership constitutes a term of limited membership not to exceed one day (but renewable up to three times within the period of one calendar year). Trial Members do not have voting rights and may not serve on the Board or committees, nor do they have key card access, but may access the Club facilities during tournaments and other events.
- Honorary Member: The Board may during a duly organized meeting elect an honorary member by majority vote. Honorary membership should be limited to those who have played exceptional roles in the pinball community and/or service to the Club. Honorary members shall be exempt from payment of dues and entitled to privileges as determined by the Board. Their membership will be limited to a maximum term of one year but may be renewed.
Membership in both the Full and Associate Member tiers will be limited each year. The limitation will be decided by the Board at the annual meeting. Once a membership tier is full, no new members will be accepted for that membership tier during the calendar year.
Existing members in good standing for each year have first right of refusal to purchase a paid in full calendar year membership each subsequent year.
When a membership tier becomes full, those wanting to join that tier will be added to a waiting list on a first come, first served basis. They will be contacted by the Club when a spot opens, and have seven days to commit to joining through payment. If they decline or do not answer, they will be removed from the waiting list and the next person in line will be given the same offer.
Section 3. Admission and Suspension of Members
Membership shall be granted upon the completion and submission of an application to the Secretary, which will be accepted unless the Board finds just cause to deny membership or membership at the applied level is already at its maximum.
There is a cap on the number of members admitted at each level that will be determined by the Board annually.
In case a member shall be guilty of any violation of the bylaws or Club rules, or in a case where his or her conduct may endanger the welfare, interest, or character of the Club, or for action inimical to the best interests or general objectives of the Club including unsportsmanlike or ungentlemanly/unladylike behavior, the Board may by majority vote censure or suspend the member. By majority vote of its Board the Club may provide written notice (by e-mail or physical mail) of disciplinary action to an offending member. Upon written notice, the member shall be afforded a reasonable opportunity to be heard, in person or through a representative, by the Board or a committee appointed and designated by the Board for the purpose of investigating the alleged misconduct. The Board may thereafter expel the offending member by a vote of at least five of the seven Officers. Expelled members will be notified by the President via e-mail or physical mail at the earliest opportunity.
No refunds will be given to any member, under any circumstances, unless the Board unanimously agrees to a refund.
Section 4. Dues
A membership is based on the calendar year. Membership dues (and initiation fees, if applicable) shall be determined annually for all classes of membership by the Board. Dues are payable annually or biannually for Full Members. Associate Members must pay in full annually. Failure to pay dues may result in suspension or termination of membership. Members in arrears who fail to pay their dues within thirty days from the time they become due, shall be reported by the Treasurer to the Board. This shall constitute a violation of these Bylaws and the member may be censured, suspended, or expelled from all rights and privileges of membership. Members suspended may be reinstated by the Board upon payment of all dues in arrears.
The membership year for purposes of paying dues shall be from January 1 through December 31.
New members shall pay dues in accordance with the following schedule:
Full Members
Date of Joining:
January - June = 100% dues
July - December = 50% dues
Associate Members
Date of Joining:
January = 100% dues
April = 75% dues
July and after = 50% dues
Article III: Officers
Section 1. Composition and Number
The property, affairs, business, and concerns of the Club shall be vested in and managed by a leadership board (“the Board”) consisting of seven members, including the President, Vice-President, Secretary, Treasurer (the four of whom shall collectively serve as the Club’s Executive Committee), Tournament Officer, Club Maintenance Officer, and Pinball Upkeep Officer. All Officers shall immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected or appointed. No Officer or member of the Club shall be liable for failure to act in accordance with these bylaws on the part of any other Officer or member.
Section 2. Election and Terms of Office
The members of the Executive Committee (the President, the Vice-President, the Secretary, and the Treasurer) shall be elected at Annual Meetings of the Club in accordance with the expiration of each Officer’s term, by a majority vote of Full Members of the Club. Each of these Officers shall serve a term of three years, and may be re-elected for consecutive terms. Elections for these offices shall be staggered over the course of three years to prevent more than two officers being elected during any one year. If an Executive Committee vacancy would lead to more than two elections in a given year, the Board may by majority vote extend the term of any member of the Executive Committee by up to two years to ensure that no single year has more than two elections.
The Tournament Officer, Club Maintenance Officer, and Pinball Upkeep Officer shall be selected and appointed by the Executive Committee at their first meeting immediately following the Annual Meeting of the Club. Each of these Officers shall serve a term of one year, and may be re-appointed for consecutive terms.
To maintain continuity of the Executive Committee in the Club’s initial years, the Club’s founding Treasurer shall serve an initial term of three years, the founding Secretary and Vice-President shall serve initial terms of four years, and the founding President shall serve an initial term of five years.
Section 3. Duties
The Executive Committee shall manage the affairs of the Club, including:
- Establishing policies and procedures.
- Approving the annual budget and overseeing financial management.
- Setting membership dues.
- Planning and organizing activities and events.
Each Officer shall also be responsible for the following duties:
- President: The President shall preside at all meetings of the Club and the Board, and shall be the Chief Executive Officer of the Club.
- Vice-President: The Vice-President shall act in the absence of the President and shall perform such duties as assigned by the President or the Board.
- Secretary: The Secretary shall keep minutes of all meetings, maintain records of the Club, manage membership rolls and applications, and handle correspondence.
- Treasurer: The Treasurer shall manage the finances of the Club, including collecting dues, paying bills, and maintaining financial records.
- Tournament Officer: The Tournament Officer shall oversee the organization of tournaments and leagues throughout the year.
- Club Maintenance Officer: The Club Maintenance Officer shall oversee the cleanliness of the Club’s facilities and help to determine and facilitate any additions/improvements needed for the Club’s facility.
- Pinball Upkeep Officer: The Pinball Upkeep Officer shall ensure the pinball machines in the Club are well maintained and clean.
The Club's finances will be guided by an annual budget developed by the Executive Committee and approved by the Board/Full Members.
No unbudgeted disbursement, expenditure, or assumption of liability on behalf of the Club in excess of $250 shall be made or undertaken without the prior approval of a majority of the Board.
Section 4. Absences, Vacancies, and Removal of Officers
Should any Officer be listed as absent for three consecutive meetings of the Board without sending communication to the President or Secretary explaining the reason for their absence, or if the excuse should not be accepted by the Board, that Officer position may be declared vacant. Officers may also be immediately removed from office for failure to perform their duties, or for unprofessional or unethical conduct, by a majority vote of the other members of the Board. This may be conducted during a regular or special meeting of the Club as described in Article V below.
Whenever any vacancies shall occur in the Board for any reason, except in the case of a vacancy in the Presidency, that position shall be filled without undue delay by a majority vote of the remaining members of the Board. A vacancy in the Presidency shall be immediately filled by the sitting Vice-President, after which the vacancy in the Vice-Presidency should be filled as described above. Any person chosen to fill a vacancy in this manner shall hold the office for the unexpired term of his or her predecessor.
Article IV: Committees
Section 1. Standing Committees
The Club shall have the following standing committees:
- Membership/Marketing: This committee will be tasked with the promotion of the Club (social media, website, etc) in an effort to drive membership, awareness, and create a positive reputation for the Club.
- Events (non-tournaments and leagues): This committee will be focused specifically on events the Club hosts which fall outside of competitive events, such as casual gatherings, holiday parties, etc. They will help schedule, plan, and facilitate these events.
- Tournament/League: This committee will consist of members supporting the Club’s efforts to host and run tournaments and leagues. They will have knowledge of how to run and organize competitive pinball events and be willing to help facility these events.
- Club Maintenance: Committee members will be tasked with ensuring the Club is clean as well as making recommendations on Club improvements and amenities.
- Pinball Machine Maintenance: Committee members will be tasked with helping to ensure games are clean and fully functioning. They will monitor and report issues with games. This group will be composed of those Club members with knowledge of how to clean and properly repair games.
The chairpersons of these committees shall be appointed by the President. They may include Associate Members and immediate household members of Full Members. .
Section 2. Special Committees
The President or the Board may establish special committees as needed.
Section 3. Limited Financial Powers of Committees
No committee shall authorize or in any other way create a disbursement, expenditure, or assumption of liability without prior written authorization of the Board.
Article V: Meetings
Section 1. Annual Meeting
The Annual Meeting of the Club shall be held in December of each year at a time and place determined by the Board. Business at these meetings should include pricing, cap on membership, and elections. Notice of the meeting shall be issued by the Secretary, e-mailed to the most recently recorded e-mail address provided by each member, at least ten days and not more than thirty days before the time appointed for the meeting.
Section 2. Regular Meetings of the Board
The Board shall meet every month at a time and place determined by the President. Special meetings of the Board may be called by the President or any two members of the Board.
Section 3. Special Meetings
Special meetings may be called by the President, the Board, or upon the request of 35% of the Full Members. Notice of special meetings shall be given by the Secretary similar to the annual meeting, but at least 7 days in advance.
Section 4. Quorum
A quorum for the transaction of business by the Executive Committee of the Board shall be two of four of its Board Members. The President will decide ties. If the President is not in attendance to decide a tie, the matter will be taken up at the next meeting.
A quorum for the transaction of business by the Board shall be four out of seven of the Board Members. If for some reason a tie exists, the President will decide the tiebreaker.
A quorum for the transaction of business by the Membership of the Club (at Annual or Special Meetings) will be a majority of the Club’s Full Membership.
Article VI: Amendments
These bylaws may be amended, altered, or repealed, in port or in whole, at any regular or special meeting of the Club by a two-thirds vote of the Full Members present, provided that the proposed amendment has been submitted in writing to the members at least seven days before the meeting at which the amendment will be considered.
Article VII: Dissolution
Upon dissolution of the Club, any remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code, or shall be distributed to the federal government or to a state or local government, for a public purpose.
Article X: Miscellaneous
Section 1. Non-Discrimination
The Club shall not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by law.
Section 2. Indemnification
The Club shall indemnify its Officers to the fullest extent permitted by law.