Revised May 16, 2024

Article I: Purposes

1. PURPOSES. The main purpose of the Corporation is the promotion and governance of disc golf. In particular, the purposes of the Corporation include:
   
   1. promoting the development of disc golf as a means of healthful recreation and physical fitness;
   2. establishing and maintaining the rules and regulations of disc golf and standards of conduct, equipment, competition, and other aspects of the sport;
   3. fostering national and international professional and amateur disc golf tournaments and competitions that facilitate participation in the sport;
   4. communicating event results, opinions, and other information beneficial to the sport; and
   5. developing the network and infrastructure of individuals who aim to promote and organize disc golf and provide the tools and methods for increased success.
2. FOREIGN OPERATIONS. To the extent permitted by the laws of the State of Colorado, and if the Board of Directors deems it to be in pursuit of the Corporation’s purposes, the Corporation may acquire real and personal property located beyond the territorial boundaries of the United States of America and conduct exempt activities beyond those territorial boundaries.

Article II: Members

1. MEMBERSHIP. The Board of Directors may establish categories of membership and may elect or appoint persons to membership status. The Board may issue certificates of membership to persons elected or appointed to membership status.
2. RIGHTS OF MEMBERS. Members do not have any proprietary interest in the Corporation and are not entitled to share in the distribution of corporate assets upon the dissolution of the Corporation except as may be otherwise provided in the Articles of Incorporation. Members may render services on behalf of or for the Corporation as employees, independent contractors, or volunteers as the Board of Directors and Executive Director may determine appropriate.
3. CLASSES OF MEMBERSHIP. The classes of membership in the Corporation are Active, Inactive, Supporting, and Honorary. These classes are distinct from the classification of players for the purposes of competition as established in the rules and regulations of disc golf. The Corporation may offer some or all of these classes of membership as the Board of Directors may determine appropriate.
   
   1. Active members must meet all requirements of Active membership as established by the Board of Directors. They have the following rights and privileges:
      
      1. They may vote in elections and hold office.
      2. They receive a membership package and official communications.
      3. They may earn points in sanctioned events and obtain a player rating.
      4. They may qualify for and participate in championship events.
      5. They may become Certified Officials and Tournament Directors.
      6. They may provide comments to staff and committees of the Corporation.
      7. Other rights or privileges as may be established by the Board of Directors on one or more occasions.
   2. Inactive members have previously been Active members, but no longer meet the obligations of Active or Supporting membership. They have rights and privileges as the Board of Directors may determine appropriate.
   3. Supporting members are individuals who are interested in disc golf and who agree to uphold and comply with the requirements of Supporting membership as established by the Board of Directors on one or more occasions. They have rights and privileges as the Board of Directors may determine appropriate.
   4. Honorary members are individuals selected to receive membership as a gesture of goodwill by the Board of Directors.
      
      1. Honorary members shall have no dues requirements.
      2. The have all the rights and privileges of Active members except the right to hold office.
4. DISCRIMINATION PROHIBITED. Membership and all rights of participation in the Corporation, including all tournaments and other events conducted or sanctioned by the Corporation, shall be open to everyone without regard to race, age, religion, sexual orientation, color, marital status, national origin, disability, gender, gender identity, or ancestry. However, the Corporation may limit participation in divisions of tournaments or other events based on relevant characteristics, including gender, age, or skill level.
5. MEETINGS. The Corporation shall not be required to hold an annual meeting of the Members. The Corporation may hold meetings of the Members at times and dates as may be fixed in accordance with a resolution of the Board of Directors on one or more occasions. These meetings may be held in or outside of Colorado at the place stated in that resolution. The Members may act without a meeting by written ballot and the Corporation shall not be required to prepare a list of members as stated in Colo. Rev. Stat. § 7-127-201(1) prior to taking any action by written ballot.

Article III: Directors

1. GENERAL POWERS. The Board of Directors manages the business and affairs of the Corporation in three ways: strategic planning; oversight of the Corporation's budget and operations; and hiring and evaluating of the Corporation's Executive Director.
2. NUMBER, TENURE AND TERM LIMITS.
   
   1. The Corporation's number of Directors must not be less than seven (7) or more than nine (9).
   2. The term of office is three (3) years.
   3. Each Director holds office for the term to which they were elected or appointed, or until a successor is elected or appointed.
   4. Terms of office will be staggered so that no more than three (3) positions on the Board of Directors are up for election in a given cycle.
   5. If the number of Directors is reduced, the length of the terms of the currently serving Directors are not affected.
   6. Effective September 1, 2023, a Director may only be elected or appointed to a maximum of two (2) total terms. Directors who are serving as of the effective date, or whose most recent service ended prior to the effective date, are considered to have been elected or appointed to one (1) term as of the effective date, regardless of the duration of their service prior to the effective date. On September 1, 2026, this provision will be struck and replaced with "A Director may only be elected or appointed to a maximum of two (2) total terms."
3. ELECTION AND APPOINTMENT OF DIRECTORS. The Board of Directors is made up of individuals either elected by the Active members or elected or appointed by the Board of Directors in the following manner:
   
   1. The majority of the Board of Directors must be made up of Directors who are elected by the Active members.
   2. These Directors are elected from a pool of candidates who:
      
      1. complete the application processes that are established on one or more occasions by the Board of Directors; and
      2. are vetted and placed on the ballot by the Nominating Committee.
   3. The Nominating Committee determines which candidates for the Board of Directors may appear on each year's ballot.
      
      1. The Nominating Committee is composed of four (4) to seven (7) members.
      2. Nominating Committee members may serve up to two (2) consecutive years, but then must wait two (2) years before being reconsidered for Nominating Committee membership.
      3. The Nominating Committee chooses its members and successors by whatever processes they deem fit.
      4. Nominating Committee decisions are made independently of the Board of Directors and the Executive Director.
   4. Candidates who complete the application process will be evaluated by the Nominating Committee to determine whether they meet the qualification criteria and possess the knowledge, skills, and abilities that the Board of Directors may put forth as necessary and desirable for that election cycle. The Nominating Committee will then select no more than seven (7) qualified candidates for the ballot.
   5. Elections shall be conducted according to procedures established on one or more occasions by the Board of Directors. The positions on the Board of Directors that are up for election shall be filled by the candidates who receive the highest number of votes in that election. Ten percent (10%) of the Active Members shall constitute a quorum for Board of Directors elections.
   6. A minority of the Board of Directors may be appointed by the Board of Directors in order to provide desired knowledge, skills, and abilities, as determined by the Board. These appointments must be made by a unanimous vote of the elected Directors and shall be conducted in accordance with Colo. Rev. Stat § 7-128-104(3) and with procedures established on one or more occasions by the Board of Directors.
   7. No person shall be permitted to serve on the Board of Directors who is at the same time either an employee or independent contractor of the Corporation.
   8. If a person has an ownership stake in or is an employee of a company that either (1) submits disc golf products to the Corporation for approval, such as discs or targets; or (2) uses support or funding of the Corporation outside of that provided by event sanctioning, the Nominating Committee will begin from the presumption that their actual and potential conflicts of interest are too great to serve on the Board of Directors. This presumption shall only be overcome if the Nominating Committee finds that the value of their knowledge, skills, and abilities clearly and vastly outweighs the risk posed by their conflicts of interest.
   9. Any employee or independent contractor of the Corporation terminated for cause may not run for election to the Board of Directors, nor be appointed to the Board of Directors, for three (3) years following the date of their termination.
   10. Any Board member who is removed or resigns prior to the end of their term (see III.M, Resignation, and III.N, Removal) may not run for election to the Board of Directors, nor be appointed to the Board of Directors, for a period of three (3) years following the date of their removal or resignation.
4. PRESIDENT OF THE BOARD. The Board shall elect from among themselves a President of the Board. Only Directors who have previously served at least one (1) year on the Board are eligible to be President of the Board. The President of the Board shall serve the following functions, as well as any others which the Board may, on one or more occasions, determine appropriate:
   
   1. Leading the Board in carrying out its governance functions.
   2. Ensuring the Board has approved policies to help ensure sound and compliant governance and management of the organization.
   3. Assessing the performance of the Board and its committees.
   4. Assuring ongoing recruitment, development, and contributions of Board members.
   5. Partnering with the Executive Director to help ensure the Board's directives, policies, and resolutions are carried out.
   6. Coordinating an annual performance review of the Executive Director.
   7. Setting priorities and creating agendas for meetings of the Board.
   8. Presiding over meetings of the Board.
   9. Serving as an ambassador of the organization and advocating its mission to internal and external stakeholders.
5. VICE-PRESIDENT OF THE BOARD. The Board shall elect from among themselves a Vice-President of the Board. Only Directors who have previously served at least one (1) year on the Board are eligible to be Vice-President of the Board. The Vice-President of the Board shall serve the following functions, as well as any others which the Board may, on one or more occasions, determine appropriate:
   
   1. In the absence of the President of the Board or in the event of their inability or refusal to act, the Vice-President of the Board shall perform the duties of the President of the Board.
   2. When the Vice-President of the Board is performing the duties of the President of the Board, they have all the powers of and are subject to all the restrictions upon the President of the Board.
6. REGULAR MEETINGS. The Board of Directors and Executive Director shall meet at least once annually. The Board of Directors shall determine the date(s) and time(s) of the meeting and notify all Directors and the Executive Director at least thirty (30) days in advance.
7. SPECIAL MEETINGS. Any Director may call a special meeting by notifying the Board and Executive Director at least ten (10) days in advance.
8. QUORUM. A majority of the members of the Board of Directors constitutes a quorum.
   
   1. A quorum must be present at any meeting of the Board of Directors where motions or formal action are presented or considered.
   2. If a quorum is not present, a motion to adjourn may be considered and passed upon a majority vote of the present Board members.
   3. If a quorum cannot be reached due to vacancies on the Board, a majority of the current Directors constitutes a quorum for the purposes of filling vacancies under III.K.
9. MANNER OF ACTING. When a quorum is present, the act of a majority of the Directors who are present is the act of the entire Board of Directors.
10. INFORMAL ACTION BY DIRECTORS. Actions that are otherwise required by law to be taken at a meeting of the Board of Directors may be taken without a meeting in the manner described by Colo. Rev. Stat. § 7-128-202.
11. PARTICIPATION BY ELECTRONIC MEANS. Participants in a meeting of the Board of Directors or Board committee may do so electronically. Electronic participation includes any means of communication where all persons in the meeting can participate in the discussion. Electronic participation shall constitute presence in person at the meeting.
12. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the Board of Directors.
    
    1. A Director who fills a vacancy serves the unexpired term of their predecessor in office.
    2. If the number of vacancies prevents the Board of Directors from forming a quorum, the Board of Directors may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office.
    3. If the new Director’s predecessor was appointed by the Board under III.C.6, the new Director holds office as if they were appointed by the Board under III.C.6.
    4. If the new Director’s predecessor was elected by the Active Members under III.C.1-5, the new Director holds office as if they were elected by the Active Members under III.C.1-5.
13. RESIGNATION. Any Director of the Corporation may resign at any time by giving written notice to the President of the Board or the Executive Director of the Corporation.
    
    1. Resignations are effective as of the date specified in the written notice. If no date is specified, the resignation is effective upon receipt.
    2. Resignations do not have to be accepted to be effective.
    3. The Board of Directors may act to fill an upcoming vacancy caused by a notice of resignation before the effective date of that resignation. The incoming Director will begin their term of service on the effective date of resignation of their predecessor in office.
14. REMOVAL.
    
    1. A Director elected to their current term may be removed, with or without cause, in the following manner:
       
       1. A petition for the removal of the Director, signed by no less than ten percent (10%) of the Active members with their name and PDGA number, is submitted to the Executive Director.
       2. If the Executive Director confirms that no less than ten percent (10%) of the Active members have signed the petition, they will cause a vote of the Active membership on the question of whether to remove the Director from office.
       3. If at least sixty-six percent (66%) of voting Active members affirm the question, the Director will be removed from office.
       4. Procedures for these votes will be determined by the Executive Director on one or more occasions.
    2. A Director elected by the Board of Directors to serve the remainder of an unexpired term of an elected Director may be removed, with or without cause, as if they had been elected by the Members to serve that term.
    3. A Director appointed by the Board of Directors to serve a full term under III.C.6 may be removed, with or without cause, by the unanimous vote of the elected Board of Directors.
15. COMPENSATION. Directors do not receive a salary for their services, but may receive compensation under the following circumstances:
    
    1. Where the Board of Directors determines that Directors should be bound by certain contractual terms, Directors may receive a modest stipend as consideration.
    2. Directors may be compensated for reasonable travel expenses incurred on behalf of the Corporation at the discretion of the Board of Directors.
16. INDEMNIFICATION. If a person is made party to a proceeding because they are or were a Director, the Corporation will indemnify them against liability in a manner consistent with Colo. Rev. Stat. § 7-129-102. Directors may be forwarded expenses related to that proceeding in a manner consistent with Colo. Rev. Stat. § 7-129-104.
17. PRESUMPTION OF ASSENT. A Director who is present at a meeting of the Board of Directors is presumed to have assented to any action of the Board of Directors taken at that meeting, unless the Director has:
    
    1. Voted against the action;
    2. Abstained from the vote on the action; or
    3. Registered their dissent in the meeting minutes, except that a Director who has voted for the action may not also register their dissent from that same action.

Article IV: Officers

1. NUMBER. There shall be, at minimum, two (2) officers of the Corporation: the Executive Director and the Deputy Executive Director, who are paid employees appointed by the Board of Directors.
2. ELECTION, APPOINTMENT, AND TERM OF OFFICE.
   
   1. The Executive Director and Deputy Executive Director shall serve terms outlined in their respective employment agreements.
   2. New offices may be created and filled at any meeting of the Board of Directors.
   3. Each officer shall hold office until their successor is appointed by the Board, or until they resign or have been removed in the manner detailed in this Article IV, or until their death, whichever occurs first.
   4. Where an office has been vacated, but no appointment of a successor made, the Board may appoint interim officers as is necessary for the best interests of the Corporation.
3. REMOVAL. The Board of Directors may remove any officer or agent if that removal is in the best interests of the Corporation, as determined by the Board of Directors. Removals are subject to the contract rights, if any, of the person removed. Removal of a Director from an officer or agent role does not remove them from the Board of Directors (see III.N, Removal).
4. VACANCIES.
   
   1. If an office is vacant because of death, resignation, removal, disqualification, or otherwise, the Board of Directors may name an interim officer to serve until a permanent replacement is appointed. The interim officer may be:
      
      1. a member of the Board of Directors; or
      2. an officer of the Corporation; or
      3. a senior employee of the Corporation.
   2. There may not be an interim Executive Director and interim Deputy Executive Director where:
      
      1. both offices are held by the same person; nor
      2. both offices are held by a member of the Board of Directors.
5. DESCRIPTION OF OFFICER ROLES.
   
   1. EXECUTIVE DIRECTOR. The Executive Director shall serve the following functions, as well as any others which the Board may, on one or more occasions, determine appropriate:
      
      1. Ensuring the organization's activities are compliant and in furtherance of its mission.
      2. Leading, managing, and developing the organization's employees, volunteers, and organizational culture.
      3. Developing, implementing, monitoring, and assessing the organization's programs, including their impact.
      4. Developing, implementing, monitoring, and assessing sound and compliant financial management practices, including budgeting.
      5. Developing, implementing, monitoring, and assessing sound and compliant fundraising practices.
      6. Developing, informing, and supporting the Board and the Board committees to carry out their governance functions.
      7. Partnering with the President of the Board to help ensure the Board's directives, policies, and resolutions are carried out.
      8. Working with appropriate staff to cultivate and solicit major foundation grants and individual gifts.
      9. Developing and maintaining beneficial relationships with donors, funders, supporters, collaborators, allies, vendors, and other stakeholders.
      10. Ensuring effective external communications about the organization and its mission, priorities, importance, programs, and activities.
      11. Keeping the organization's leadership informed of significant developments and changes in the internal and external environment.
      12. Leading the organization's planning processes.
      13. Ensuring legal compliance, including all required filings, and sound risk management practices.
      14. Serving as an ambassador of the organization and advocating its mission to internal and external stakeholders.
   2. DEPUTY EXECUTIVE DIRECTOR. The Deputy Executive Director shall serve the following functions, as well as any others which the Board may, on one or more occasions, determine appropriate:
      
      1. In the absence of the Executive Director or in the event of their inability or refusal to act, the Deputy Executive Director shall perform the duties of the Executive Director.
      2. When the Deputy Executive Director is performing the duties of the Executive Director, they have all the powers of and are subject to all the restrictions upon the Executive Director.

Article V: Contracts, Loans, Checks, And Deposits

1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and that authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. That authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, AND OTHER INSTRUMENTS. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by one or more officers or agents of the Corporation in a manner as shall be determined by resolution of the Board of Directors on one or more occasions.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited to the credit of the Corporation in whatever banks, trust companies, or other depositories the Board of Directors chooses.

Article VI: Advisory Committees

1. NUMBER. The Board of Directors may appoint one or more advisory committees which shall have powers and rights designated by the Board. These committees may, subject to the approval of the Board of Directors, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to procedure. These committees may be altered or dissolved by the Board of Directors in accordance with the needs of the Corporation. Advisory committees may also be referred to as working groups, task forces, or other names.
2. COMPENSATION. Committee members do not receive a salary for their services, but may receive compensation under the following circumstances:
   
   1. Where the Board of Directors determines that committee members should be bound by certain contractual terms, committee members may receive a modest stipend or an in-kind thing of value as consideration.
   2. Committee members may be compensated for reasonable travel expenses incurred on behalf of the Corporation at the discretion of the Board of Directors.
   3. The Board of Directors may contract for and pay to any member of an advisory committee special compensation for the committee member rendering unusual or exceptional services to the Corporation appropriate to the value of those services.

Article VII : Fiscal Year

Unless otherwise determined by the Board of Directors, the fiscal year of the Corporation shall commence on January 1 of each year and end on December 31.

Article VIII: Prohibition Against Sharing In Corporate Earnings

1. No person connected with the Corporation or any other private individual shall receive at any time any of the net earnings or profit from the operations of the Corporation.
   
   1. This does not prevent reasonable compensation to employees or independent contractors or the provision of stipends or in-kind things of value to volunteers for services rendered to the Corporation in order to effectuate one or more of its purposes.
   2. However, these employees, independent contractors, or volunteers shall not be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.
2. Upon the dissolution of the Corporation, the assets of the Corporation will first be used to satisfy any outstanding debts. All remaining assets shall be paid, in amounts that the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, to one or more organizations that share in one or more purposes of the Corporation and which are recognized as nonprofits under the provisions of Section 501(c)(3) or 501(c)(6) of the U.S. Internal Revenue Code.

Article IX: Notice

1. Where notice must be given under these Bylaws, the following will be sufficient to meet the requirement:
   
   1. electronic mail to the address provided to the Corporation by the recipient; or
   2. any method of notice deemed fair and reasonable under Colo. Rev. Stat. § 7-127-104(3);
2. Any Director may waive notice of any meeting. That waiver is equivalent to receiving notice.
3. The attendance of a Director at any meeting waives notice of that meeting, unless the Director is attending for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
4. Notice of any regular or special meeting of the Board of Directors does not have to include the purpose of the meeting, the topics to be discussed, or any detail other than the date, time, and place of the meeting.
5. Any person entitled to notice under these Bylaws, the Corporation’s Articles of Incorporation, or the applicable law under which the Corporation is organized, may waive that right in writing. That waiver is equivalent to receiving notice.

Article X: Amendments

1. These Bylaws or the Articles of Incorporation may be altered, amended or repealed and replaced by the Board of Directors in the following manner:
   
   1. the Board of Directors call a meeting where all the Directors are notified at least five (5) days beforehand; and
   2. a quorum is present at the meeting; and
   3. the proposed change is lawful; and
   4. a majority of the Directors present approve the change.
2. These Bylaws or the Articles of Incorporation may be altered, amended, or repealed and replaced by the Active members of the Corporation in the following manner:
   
   1. if a petition containing the specific proposed change signed by no less than ten percent (10%) of the Active members with their name and PDGA number, is submitted to the Executive Director; and
   2. the Executive Director confirms that no less than ten percent (10%) of the Active members have signed the petition; and
   3. the proposed change is lawful; then
   4. The Executive Director will cause a vote of the Active membership on the question of whether to approve the change.
      
      1. If at least sixty-six percent (66%) of voting Active members affirm the question, the change will take effect.
      2. Procedures for these votes will be determined by the Executive Director on one or more occasions.