By Laws

To be implemented at the May annual meeting. Legal review pending.

Article 1: Purpose of the Corporation:

  1. Mission Statement:
  2. Non-Profit Status. The Eugene Fencers Club (EFC) is organized and operated exclusively for educational or charitable purposes related to the promotion of the armature sprot of modern fencing. EFC may engage in any lawful activities in pursuit of this goal however at no time will any activities of EFC be for profit. 
  3. Club activities include:
    1. Promoting the development of amateur fencing in Eugene and the surrounding areas.
    2. Providing space for fencers to practice their sport.
    3. Offering both individual and group lessons to new, intermediate, advanced, and competitive fencers. 
    4. Advancing the state of fencing in Oregon through the hosting of local competitions and tournaments. 
    5. Assisting all club fencers to hone their skills and advance in their sport. 
    6. Performing all other activities consistent with a fencing club

Article 2: Members

  1. Membership Classes. EFC will maintain two membership classes. Provisional Members are fencers who are participants in the club’s beginner classes. Full members are members who have paid the full membership dues, maintain good standing within the club, have agreed to follow the club’s code of conduct, maintain a membership in the USA Fencing, and are not currently facing disciplinary action. 
  2. Voting. All full members may vote in any matter which calls for a vote of the membership. Each member shall have one vote. Votes may be conducted in person or by electronic means. Members shall not be allowed to vote by proxy. 
  3. Qualifications. Any person interested in fencing and willing to abide by the club’s code of conduct may apply for membership by completing membership application paperwork created by the board of directors. No person shall be denied membership on the basis of race, creed, color, gender, age, country of origin, disability, sexual orientation, or any other class protected by state or federal law. 
  4. Use of Equipment. All provisional members are entitled to the use of any club equipment during designated club hours for the purpose of joining in club activities. All full members are encouraged to purchase their own equipment however may continue to make use of the club’s equipment under policies created and approved by the Board of Directors. EFC recognizes that fencing is a martial sport and that fencing gear may be subject to damage during the practice of the sport. Any member who damages equipment during regular fencing activities will not be responsible for reimbursing the club for damaged equipment. Any fencer who damages equipment outside of regular fencing activities or through their own negligence may be required to reimburse EFC for the actual cost of replacing the equipment including shipping costs. 
  5. Meetings. Membership meetings may be held as needed and as called by the board of directors. No meeting shall be held without at least 10 days notice to all members. Notice shall include the date and time of the meeting as well as options for in-person or virtual attendance. Notice may be provided by any means reasonably calculated to reach all members, however EFC will prefer email for notifications. Members are encouraged to provide current emails in their admission paperwork and to keep emails up to date. Failure to provide a current email address may result in the member not receiving notification of meetings or other important club events. 
  6. Termination of Membership. 
    1. Members may terminate their membership by providing written notice, including emails, in a manner designated by the board of directors. Members who chose to terminate their membership during the month are not entitled to refunds of their monthly membership for the month they terminate their membership however are entitled to the return of any membership fees paid for following months. 
    2. Any member may have their membership terminated by the board of directors for repeated violations of the code of conduct. If membership is terminated under this section the former member is not entitled to the return of any member dues paid. 

Article 3: Board of Directors

  1. Duties of the Board of Directors. The affairs of EFC shall be governed by a Board of Directors. The Board shall arrange for the routine operation of EFC, set policies to assure that members are able to participate in club activities in a safe and enjoyable manner, and assure the longevity and lasting impact of the club. 
  2. Number of Directors. The Board shall consist of at least three and no more than seven members. The exact number of directors shall be fixed by resolution of the board except that no resolution may shorten the term of any incumbent board member. 
  3. Vacancies. Vacancies on the board created by the departure or removal of a board member may be filled by a simple majority vote of the remaining board members from any eligible member. 
  4. Officer Positions within the Board.
    1. Officers are elected by the Board of Directors from within the board members by simple majority. Each officer serves a one-year term and may be reelected without limit on the number of terms that they can serve in any particular officer position. 
    2. Vacancies in any officer position may be filled by a simple majority vote of board members and must be filled no later than the next quarterly meeting of the Board.  
    3. President. The President of the board of directors shall be the chief officer of the corporation and shall act as the Chairperson of the Board. The President shall be responsible for convening meetings of the board, seeing to the day-to-day needs of the corporation, and assuring that these Bylaws are followed.
    4. Vice President. The Vice President shall be responsible for acting in the place of the President if the President is unavailable and shall assure that the duties of other officers are fulfilled if those officers are unavailable to attend a Board meeting. The Vice President may be given additional responsibilities as agreed upon by the Board. 
    5. Secretary. The Secretary shall have the responsibility of assuring that an official record is kept of all Board business and assuring that record is available for all club members to review. 
    6. Treasurer. The Treasurer shall have responsibility for all EFC funds. The Treasurer shall provide an accounting of available funds, routine expenses, and any non-routine expenses at each Board Meeting and shall maintain records to be available on request from any Board member. The Treasurer shall also have charge of all corporate bank accounts, assure that any monies received by the corporation are deposited in the correct account, and assure that membership dues are tracked and recorded. The Treasurer may delegate the collection of dues to any Board member at their discretion. 
  5. Election and Term of Board Members. Board members are elected at an annual meeting of the Board by a majority vote of the club membership present for the meeting. Voting shall be anonymous and by simple majority of members. The current Board Secretary shall assure that elections are carried out in accordance with the Bylaws. Board members shall serve two-year terms and may be reelected without term limitations. 
  6. Removal of Board Members. Members of the Board may resign at any time. Members may also be removed with or without cause by a two-thirds majority vote of members entitled to vote in elections of the Board. Removal elections must take place at a special meeting called for that purpose, must be specially noticed at least 7 days prior to the meeting in accordance with the notice rules for regular meetings of the Board. 
  7. Rules for Board Meetings. Board meetings may be held as needed but shall be held at least quarterly. Meetings shall be open to any member who wishes to attend and membership must be given notice at least 10 days in advance of the meeting, unless otherwise specified in these Bylaws, notice must be reasonably likely to provide notice to members. Meetings may be either in person, virtual, or a hybrid of both provided that they otherwise comply with these rules. Each Board member receives one vote regardless of their position. Board Members may be absent from meetings without penalty however Board members are not permitted to vote by proxy.  
  8. Compensation. Board members receive no compensation for their service on the board, except that they may be exempt from monthly club dues, and may receive reimbursement for expenses incurred in the performance of their duties to the Corporation upon approval by the Board.   

Article 4: Committees

  1. Executive Committee. The Members of the Board of Directors shall operate as the Executive Committee. The Executive committee is empowered to assure the on-going oversight of the affairs of the Corporation between Board meetings. Decisions of the Executive Committee must be ratified at the next scheduled Board meeting. 
  2. The Board may form committees as needed to perform specific tasks or accomplish specific goals. Committees may make recommendations to the Board but may not be delegated decision making authority reserved for the Board. 
  3. Committee membership may be made up of Board Members, Full Club Members, Provisional Members, or non-members if approved by the Board.  

Article 5: Miscellaneous

  1. Contracts and Other Documents. The President and Vice President of the Board are authorized to enter into contracts or to execute and deliver other documents and instruments on the Corporation’s behalf. The Treasurer may be empowered with such authority in the case of financial matters. 
  2. The Board shall be responsible for setting membership dues and for reviewing those dues at least annually. 
  3. Coaches. The Board shall be responsible for assuring that adequate coaching is available to assure compliance with Article 1. Coaches shall receive compensation as determined by the Board of Directors. 
  4. The corporation will indemnify and hold harmless to the extent allowed by law its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, and affiliates (collectively, “Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses including but not limited to reasonable attorneys’ fees and costs, actually or allegedly, directly or indirectly, arising out of or related to their role in this corporation. No amendment to this Article that limited the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act of omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification — substantively, procedurally, and otherwise.

Article 6: Amendments to the Bylaws. The Board of Directors may amend these Bylaws by two-thirds majority vote. Prior to voting any proposed amendment must be circulated to the membership and the membership must be allowed at least 7 days to give comments to the Board prior to the Board voting. All votes on amending Bylaws must be held at a meeting open to all members in accordance with these Bylaws. Any proposed amendment to change the nature of membership, the voting power of members, or the maximum or minimum number of Board members must be approved by both a two-thirds majority of the Board and a simple majority of the membership.