Article I – Purpose

Tucson Ultimate, Inc.(here and after “Corporation”) is organized for the purpose of establishing a non-profit organization, that is tax exempt under Section 501(c)(3) of the Internal Revenue Service Code of 1986, as amended. The Corporation will encourage the growth and recognition of the sport of Ultimate in the Tucson, Arizona, community by providing competitive opportunities and youth educational and physical fitness programs in an environment of mutual respect and fun.

Article II – Members

Qualifications for membership: Any person may apply to become a member of the Corporation. The Board of Directors may condition unlimited membership on the timely payment of membership dues, the amount of which shall be determined by the Board of Directors. The Board of Directors may also condition unlimited embership on participation in specific functions of the Corporation, including, but not limited to, leagues and tournaments. Membership of the Corporation shall be provided on an equal basis without regard to race, color, religion, age, sex, sexual orientation, national origin or disabling condition. The Board of Directors may not deny or revoke any membership. The Board of Directors may impose limitations person’s membership, pursuant to Article II.2, below.

Membership status: Members in good standing are eligible to participate in the Corporation’s events and programs. The Board of Directors, in its discretion, may impose limited status on a person’s membership, that disqualifies the Member from participating in any Tucson Ultimate, Inc. events or programs. Under no circumstances shall voting rights be revoked from Members that are current with their dues. The Board of Directors may impose limitations on a person’s membership for reasons such as, but not limited to, dangerous or harmful conduct, or conduct hindering the Corporation from fulfilling its purpose. No such action shall be taken until the Member is informed of the pending charges and are given an opportunity to present a defense to the Board of Directors.

Voting: For all matters submitted to the Members for a vote, including Board Deadlocked Issues pursuant to Article III.16, the affirmative vote of a majority of the Members present at the meeting shall be required. No Member may transfer his or her vote, or execute a proxy to any person.
Annual Meetings: An annual meeting of the Members shall take place in November or December of each calendar year, at a time and place fixed by the Board of Directors. At such meeting, the Board of Directors shall present the annual financial report for the then-current year and the budget for the next year to the Members, pursuant to Article VII. The Members may transact such other business as has been properly called before the meeting.

Special Meetings: Special meetings of the Members may be called by the Board of Directors, any individual Director or by petition of twenty (20) Members of the Corporation. The Secretary of the Corporation shall issue notice of a special meeting of the Members within thirty (30) days of the receipt of the request.

Notice: The Secretary of the Corporation shall give notice of every regular and special meeting of the Members to every Member of the Corporation at least seven (7) days prior to such meeting. Notice may be given by regular mail, electronic mail or facsimile to the address on file with the Corporation. The notice shall include all business that is to be transacted at the meeting, and business shall be limited to that set out in the notice.

Quorum: The presence of at least 30 Members, or thirty percent (30%) of the Members, whichever number is greater, shall constitute a quorum. In the event that the Corporation has fewer than 50 Members, then the presence of fifty percent (50%) of the Members shall constitute quorum.

Minutes: The Secretary of the Corporation shall take minutes at each meeting of the Members. If the Secretary of the Corporation is not present at a meeting of the Members, another Member shall take minutes, and these minutes shall be filed with the Secretary of the Corporation.

Article III – Directors

Management of the Corporation: The Corporation shall be managed by the Board of Directors, which, unless the Directors choose to increase or decrease the number by unanimous vote, shall consist of seven (7) directors. All Directors shall be Members of the Corporation. Members are eligible to be elected to the Board of Directors without regard to race, color, religion, sex, sexual orientation, national origin or disabling condition. Directors are encouraged to attend all meetings of the Board of Directors and all meetings of the Members. No Director shall be paid for services rendered to the Corporation as a Director.

First Election of the Board of Directors: The first election of the Board of Directors shall take place between November 29 and December 5, 2004. Three (3) Directors shall be elected to a term of two (2) years, and four (4) Directors shall be elected to a term of one (1) year. All subsequent elections shall follow the guidelines set forth in Article III.3,below.

Election and Term of Directors: The Directors shall be elected during annual elections by such method as the Board of Directors shall establish in accordance with Article III.14.a, below. Each Director shall serve for a term of two (2) years, and may be reelected an unlimited number of times. Approximately one-half (1/2) of the Directors shall be elected each year.

Removal: A Director may be removed by the vote of three-quarters (3/4) of the entire Board of Directors. A Director may be removed by a vote of the majority vote of the Members.

Resignation: A Director may resign at any time by giving written notice to the Board of Directors. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors.

Vacancies: An interim Director shall be appointed by the remaining members of the Board of Directors at the next regularly scheduled meeting of the Directors, and each interim Director so selected shall serve for the unexpired balance of the term of the replaced Director.

Regular Meetings: Regular meetings of the Board of Directors shall be held at such time and at such place as shall be designated by the President. The Board of Directors shall meet at least once in every calendar year. Notice of regular meetings of the Board of Directors shall be given by the Secretary to all Directors at least seven (7) days prior to any such meeting. Any notice of a regular meeting to be given to any Director hereunder shall be given personally by telephone, by sending a copy thereof to his or her address or facsimile number appearing on the books of the Corporation, or by electronic mail.

Special Meetings: Any Director may call a special meeting of the Board of Directors. The Secretary of the Corporation shall notify each Director of the time, place and purpose of such meeting at least five (5) days prior to any such meeting. Any notice of a special meeting to be given to any Director hereunder shall be given personally by telephone, by sending a copy thereof to his or her address or facsimile number appearing on the books of the Corporation, or by electronic mail.

The President may call an emergency meeting of the Board of Directors. The Secretary shall notify each Director of the time, place and purpose of such emergency meeting at least twenty-four (24) hours prior to such meeting. Notice of the emergency meeting shall be given by the Secretary to each Director in person or by telephone."

Meeting Agendas: An agenda shall be prepared for each regular and special meeting of the Board of Directors; however, the failure to prepare an agenda shall not cause any meeting to be held to be improper, unless the purpose of such meeting includes discussion of dissolution of the Corporation or amendment of the bylaws, pursuant to Articles V and III.14.d, respectively, below.

Quorum: Two-thirds (2/3) of the members Board of Directors shall constitute a quorum and shall be necessary for the transaction of business, unless the presence of a greater number of Directors is required by these bylaws.

Committees of Directors: The Board of Directors may establish one or more committees that shall exercise the authority delegated to it by of the Board of Directors. The Board of Directors shall designate the purposes and authority for each committee which it establishes. No committee shall have the authority to amend the bylaws or the Articles of Incorporation; appoint or remove any member of a committee or any Director or Officer of the Corporation; establish a new committee; authorize a plan of merger or consolidation with another corporation; authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorize the dissolution of the Corporation; or amend, alter or repeal any resolution of the Board of Directors. The delegation of authority to any committee shall not relieve the Board of Directors, or any individual Director, of any responsibility imposed upon the Board or such individual Director by law.

Meetings by Telephone: Members of the Board or any committee designated thereby may hold or participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

Items requiring a Supermajority: An affirmative vote of at least seventy-five percent (75%) of the Board of Directors shall be required to authorize the following actions:

approval of procedures for election of Directors;

approval of any contract or transaction in which a Member or Director has a personal financial interest;

approval or amendment of the annual budget;

amendment of the bylaws;

removal of an Officer; and

removal of a Director.

Vote: The affirmative vote of a majority of the Directors present at a duly called meeting shall be required to authorize action for any matter other than an item requiring a supermajority. If a committee that is designated by the Board of Directors consists of more than one person, the affirmative, unanimous vote of the majority of members of such committee shall be required to authorize action.

Amendment of the Bylaws: These bylaws may be amended or repealed, and new bylaws adopted, by a vote of three-fourths (3/4) of the members of the Board of Directors in office at the time. Before the adoption of the amendment, each Director shall be given at least fourteen (14) days notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment.

Article IV – Officers

Officers: The Officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other Officers as may be elected in accordance with this Article. Officers shall serve for a term of one (1) year. The Board of Directors may elect or appoint such other Officers, as it shall deem desirable, and such officers shall have the authority and perform the duties prescribed by the Board of Directors. A person may hold two or more offices, except that no person shall simultaneously hold the offices of President and Secretary.

Election and Term of Office: The Officers of the Corporation shall be elected annually by the Board of Directors at the next regular meeting of the Board of Directors following the election of the Directors. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer must be a member of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor has been duly elected. Any Officer elected by the Board of Directors may be removed by the Board of Directors, when it determines that the Officer’s removal is in the best interest of the Corporation. An Officer may be reelected an unlimited number of times.

President: The President shall be the chair of the Board of Directors. He or she shall preside at all meetings of the Members and of the Board of Directors. The President, or Vice President if the President is not present, and Secretary shall sign contracts or other instruments that the Board of Directors has authorized to be executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Vice President: In the absence of the President, or in event of his or her inability or refusal to act, the Vice President (or in the event that there are more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Treasurer: The Treasurer shall keep the accounting records of the Corporation. The Treasurer shall ensure that Tucson Ultimate Incorporation remains in compliance with federal tax exempt organization requirements. The Treasurer shall review requests for funds and disburse funds for all requests that have been approved pursuant to Article VII.1, below. The Treasurer shall be responsible for the preparation of the annual budgets and financial reports for consideration by the Board of Directors, and shall prepare and file any and all necessary tax forms. The Treasurer shall, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

Secretary: The Secretary shall keep, or shall direct another to keep, the minutes of the meetings of the membership and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given; be custodian of the corporate records; keep a register of the post-office address provided by each Member; and, in general, perform all the 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 by the Board of Directors.

Other Officers: The Board of Directors may appoint such other Officers ( ) as they deem appropriate. ( )

Article V – Dissolution

The Corporation will be dissolved if it is approved by a vote of three-fourths (3/4) of the Board of Directors and one-half (1/2) the Members. Notice of a meeting held for the purpose of dissolution must state the purpose of the meeting is to consider dissolution of the Corporation and contain a copy or summary of the plan of dissolution.

Article VI – Indemnification

The Corporation shall indemnify to the fullest extent any current or former Director, Officer, employee, consultant or agent of the Corporation who is made, or threatened to be made, a party to an action, suit or proceeding by reason of the fact that such person is or was a Director, Officer, employee, consultant or agent of the Corporation, including all reasonable expenses of fines, judgments, litigation, court costs and attorneys' fees, provided that the Director, Officer, employee, consultant or agent was acting in good faith and in accordance with these bylaws, resolutions of Board of Directors and votes of the Members. No amendment to these bylaws shall have any effect on the obligation of the Corporation to indemnify any person for any act or omission that occurs prior to the date of adoption of such amendment. The right of indemnification, as set forth in this Article, shall not preclude the exercise of any other right to which the individual is entitled.

Article VII – Finances

Disbursement of funds: The Treasurer shall disburse funds of the Corporation pursuant to the annual budget. Disbursement of funds will be by way of checks signed by the Treasurer and one other elected officer of the Corporation.

Fiscal year: The Corporation’s fiscal year shall begin on January 1 of each year and shall end on the following December 31.

Budget: During November and December the Treasurer shall consult with the Board of Directors and develop a draft annual budget for the upcoming fiscal year. The Board of Directors shall adopt an annual budget prior to the commencement of each fiscal year. The annual budget shall set forth all of the expenditures to be made by the Corporation in that fiscal year. The annual budget shall be presented by the Board of Directors to the Members at the annual meeting. The Board of Directors may amend the annual budget from time to time. Approval and amendment of the annual budget shall be done pursuant to the provisions of Article III, paragraph 14, above.

Financial Reports: The Board of Directors shall present annually to the Members a report, verified by the President and Treasurer, or by a majority of the Directors, which shall indicate in appropriate detail:

the assets and liabilities and the balance of accumulated reserves of the Corporation as of the end of the fiscal year immediately preceding the date of the report;

the principal changes in assets and liabilities during the year immediately preceding the date of the report;

the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report; and

the expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report.

Bylaws