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BYLAWS OF RAINBOW RACKETS INC.
(last updated 11/11/25) 

The name of the organization is Rainbow Rackets Inc. (hereinafter referred to as ‘Rainbow Rackets’). The organization has not been formed for the making of any profit or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:

 

To bring the fellowship and joy of tennis and community to lesbian, gay, bisexual, transgender, and queer (hereinafter referred to as ‘LGBTQ’) adults through tennis events and social gatherings. Rainbow Rackets encourages physical and emotional health through the aerobics of tennis and involvement in a supportive community. Rainbow Rackets does not discriminate based on race, color, religion, national origin, sex, gender, gender identity or expression, sexual orientation, age, disability, or any other status protected by law, in any of its programs, activities, or operations.

 

The organization is organized exclusively for purposes pursuant to section 501(c)3 of the Internal Revenue Code.

 

ARTICLE I

DIRECTORS

 

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of not fewer than five (5) and not more than nine (9) directors. The number of directors shall always be an odd number, as determined from time to time by resolution of the Board of Directors.

 

Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 2 year, or until a successor has been elected and qualified. To ensure continuity, director terms shall be staggered so that approximately half of the directors are elected each year.

 

Section 3. Quorum. A majority of directors shall constitute a quorum.

 

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

 

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election to elect its new officers, appoint new committee chairpersons, and transact such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

 

Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by U.S. mail or email, using the addresses on the corporate books. Mailed notice is effective upon deposit with postage prepaid; email notice is effective upon sending, unless returned undelivered. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of the Board of Directors is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the Board of Directors have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the Board of Directors, pose questions, and make comments.

 

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

 

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the committee of directors, as the case may be.

 

Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

 

Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. 

 

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ARTICLE II

MEETINGS

 

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held no later than the end of February.  

 

Section 2. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of the meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be

either:

1. Mailed to each director of record at the mailing address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid; or

2. Delivered electronically by email or other agreed-upon digital means to the email address shown on the corporate books, at least 10 days prior to the meeting. Electronic notice shall be deemed effective when sent, provided there is no delivery failure notice or other indication that the notice was not received.

 

Each director shall provide and maintain both a current mailing address and email address in the corporate books. Consent to electronic notice may be obtained in writing or by acknowledgment via electronic communication.

 

Section 3. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

 

Section 4. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting that constitutes a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation below a quorum.

 

Section 5. Informal Action. Any action required to be taken, or which may be taken, at a meeting may be taken without a meeting and without prior notice if a written consent, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

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ARTICLE III

OFFICERS

 

Section 1. Number of Officers. The officers of the organization shall be a President, a Vice President, a Treasurer, and a Secretary. Two or more offices may be held by one person, although the offices of Secretary and President cannot be held concurrently by the same person. The President may not serve concurrently as a Vice President.

 

President/Chairman

The President shall be Chief Executive Officer of Rainbow Rackets and will preside at the Board of Directors meetings, call for Board meetings, preserve order, form committees, and see that the officers and committees perform their respective duties. Officers shall report to the President through the Board of Directors.  The President shall oversee all events and programs.

 

Vice President

The Vice President shall assist the President in his/her duties as President. The Vice President shall preside over all Board meetings and all other official Board events in which the President is unable to attend. The Vice President shall serve as Acting President, and shall perform all duties, functions and obligations of the office thereof, if the President resigns, becomes incapacitated, dies, or is incapable of performing the duties of the President for any other reason whatsoever.  The Vice President shall serve as Acting President until such time that the Board appoints a new President in accordance with the provisions of the bylaws. The Vice President shall perform any other function and/or duty as mandated or directed by the Board.
 

Secretary

The Secretary shall give notice of all meetings of the Board of Directors, shall keep an accurate list of the directors, and shall have the authority to certify any records or copies of records as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings. 

 

Treasurer

The Treasurer shall be responsible for overseeing the organization's financial affairs in accordance with the Board of Directors' direction and authorization. The Treasurer shall:

  • Keep and maintain, or cause to be kept and maintained, accurate and complete books and records of accounts reflecting the organization’s financial activities.

  • Deposit all funds and valuables received in the organization’s name with depositories designated by the Board.

  • Disburse funds as authorized by the Board of Directors, ensuring proper documentation and adherence to the organization’s policies.

  • Prepare and present financial reports and statements to the Board of Directors at each meeting, or more frequently as requested, and provide any reports required by applicable laws and regulations.

  • Provide regular financial reports and updates to the President, Board, and authorized parties as requested, and ensure that the underlying financial records are available for inspection at reasonable times.

  • Perform such other duties as may be prescribed by the Board of Directors or these bylaws.

 

Director of Technology

The Director of Technology shall be responsible for the maintenance and administration of Rainbow Rackets’ technological infrastructure, which includes the website, email accounts, file shares, and other internet-enabled services.  The Director of Technology shall work with respective Directors to ensure that website content is accurate and current. The Director of Technology shall work with the Treasurer to ensure payment for site hosting, domain registrations, and other internet-enabled services.  

 

Creative Director of Communications & Committee Member

The Creative Director of Communications shapes and oversees Rainbow Rackets' voice, visual identity, and storytelling. This role ensures that all branding, social media, and outreach materials reflect the energy, inclusivity, and mission of our LGBTQ beginner tennis community. As a committee member, this position also contributes to the planning and execution of programming, events, and community engagement—helping to create a welcoming and affirming space both on and off the court.

 

Section 2. Election and Term of Office. The officers shall be elected every two years by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a two-year term or until a successor has been elected and qualified.

 

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

 

 

ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

 

The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization, which are acknowledged and which affect an interest in real estat,e shall be executed by the President or any Vice President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

 

 

ARTICLE V

INDEMNIFICATION

 

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights) 

 

 

ARTICLE VI

DISSOLUTION

 

The organization may be dissolved only with the authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the Board of Directors.

 

 

ARTICLE VII

CONFLICT OF INTEREST

 

Directors, officers, and key volunteers of Rainbow Rackets, Inc. shall act in the best interests of the organization and avoid situations in which their personal, financial, or other interests could conflict with those of the organization. A conflict of interest exists when a director, officer, or key volunteer, or a member of their immediate family, has a financial or personal interest in a transaction or arrangement under consideration by the organization.

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Any person with a potential conflict must fully disclose the nature of the interest to the board or relevant committee before action is taken on the matter. The interested person shall abstain from discussion and voting, and the remaining disinterested members shall determine whether the transaction or arrangement is fair, reasonable, and in the organization’s best interest. All such disclosures and determinations shall be recorded in the meeting minutes.

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Each director and officer shall annually affirm their understanding and compliance with this policy. Failure to disclose a conflict may result in disciplinary action, including removal from office. This policy is intended to ensure the organization maintains the highest standards of integrity and continues to operate exclusively for charitable and educational purposes in support of its mission.


 

ARTICLE VIII

FISCAL YEAR

 

The fiscal year of the organization shall end on December 31 unless otherwise determined by the Board of Directors.

 

 

ARTICLE IX

AMENDMENT TO BYLAWS

 

The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all the Board of Directors at least ten (10) days before the meeting.

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Certification

 

David Reid, President of Rainbow Rackets Inc., and Rome Romulo, Secretary of Rainbow Rackets Inc., certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on November 19, 2025.

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