Bill Marlette
President

I started playing Pickleball about three years ago. I recently retired after 10 years in public accounting and 32 years with Sanford Health. Over the years in public accounting, I worked with a variety of non-profit boards in consulting and auditing engagements. My time with Sanford was spent in a variety of financial and executive leadership positions – retiring as Chief Financial Officer and Treasurer. I have experience with organizational structures, insurance, board memberships and working with board committees and board communication. I believe I can help Sioux Falls Area Pickleball respond to growth of the sport while bringing value to the club membership.

Cole Angelo
Vice President

Playing Pickleball has been a passion of mine for the last two years. It’s an amazing experience and one that should be shared! I was born and raised in MN/SD. I graduated from Southwest Minnesota State University with a Bachelor’s in Communications. You will most likely see me on the court with my wife, Christina. Pickleball is a great way to move and socialize. Fun, Friendship, Fitness are our core values, and I couldn’t be happier to help uphold them. I would love to focus on these values, especially recruitment, social events, and new member lessons. 

Carla Dedula
Secretary

I joined the Sioux Falls Area Pickleball Club two years ago when my husband, Andy, got me playing the game. He had been playing a year, and I realized if I ever wanted to see him again that I better learn the game. Since then, it has become an obsession, and we even added a court in our backyard. Andy and I have five children and one grandchild. Three children live at home yet. I have worked as a court reporter for the last 30 years, currently working in federal court. I value all the amazing friendships this sport has brought into my life, and I want to give back to the club. I had the opportunity to run the B league at Linwood Church last year.

Monte Carda
Treasurer

I joined the SFPA two years ago when my wife Tami and I moved to Sioux Falls after retiring from my job in Pierre. I worked for a small accounting and tax preparation firm there for the last 26 years of my working career. I started playing pickleball about 10 years ago as a way to keep in shape and to meet and make new friends (and yes, you would think that I would be a better player after so many years). While in Pierre I helped organize our pickleball association. This included putting together the articles of incorporation and the by-laws, filing the appropriate forms at both the state and federal levels, and maintaining the ongoing filing requirements with the IRS. I have served as vice-president for the organization and as the President the last two years there. During those last two years, I worked with the City of Pierre and various other businesses and organizations to begin the process of raising funds and building dedicated outdoor courts for pickleball in Pierre. The strengths that I will bring to the organization is my ability to analyze information, work effectively with other people and entities, and to organize people toward common goals.

Heather Sieve
Member At Large

I grew up on a farm in North Dakota, but I’ve been calling Sioux Falls my home since 2003. My husband, Ben, and I have been married for almost 12 years and we have three children (ages 10, 8 and 7)! I am a Product Manager at a Health Services company where I have worked for the last 18 years. When I’m not playing pickleball, I enjoy traveling, spending time with my family, and competing at anything and everything that I can make into a competition! I have been playing pickleball for just under 2 years and one day hope to play pickleball in all 50 states! I hope to continue to see the club grow and to help ensure everyone’s voice is being heard in the Sioux Falls Area Pickleball Community!

Aaron Reiter
Member At Large

I started playing pickleball at The Oak in the summer of 2020 to socialize with friends and stay active during the pandemic. Our group paired up and ended up playing each other in the 3.0 finals at Pickleball in the Park that summer where my team ended up coming up with gold. I have been hooked ever since. I love the competitiveness and social aspect of the sport and hope to continue to grow the game in Sioux Falls and the surrounding area. I was born and raised in Sioux Falls. I graduate from Washington High School and have a BS from South Dakota State. I have worked at Wells Fargo for over 20 years where I am currently a Regional Learning and Development Manager. I support trainers in Sioux Falls, Aberdeen and Fargo. I have been married to my wife Carly for 20 years and we have 2 daughters (Reagan – will be a freshman at University of Nebraska and Camryn will be a sophomore at Lincoln High). When I am not playing pickleball you can find me supporting my daughter’s activities, traveling, going to the gym, listening to music/going to concerts, playing basketball and watching sports.

Mike Thelen
Past President

Approximately eight years ago, I learned the sport of pickleball with my mother at First Christian Reform. I was taught by Matt and Juian who since have moved to Utah. Cynthia Shepherd was there collecting peoples e-mail addresses in a notebook so we would have some way to communicate. There was no pickleball club at this time. I had a great time but had to wait 3 weeks to play again because there was nowhere to play. The city said we had to form a club before they would talk to us. So, a few of us went to lunch and I was nominated as the first Sioux Falls area pickleball club president. After that I ran numerous leagues, have taught the sport to dozens of people, put on clinics and have ran a tournament. I have also traveled to various places to play in open play as well as tournaments. Fast forward to today and my life is still consumed by pickleball. If there would be one thing I would like to accomplish it would be to give everyone an opportunity to be able to play in a pickleball ladder league. I have seen how much fun everyone has from the most novice player to the most advanced player and the improvements in people’s skill level has been amazing.

Kay Faber

Member At Large

I started playing pickleball at the Sanford Wellness Center on Tea/Ellis Rd. One of the ladies in my water
aerobics class asked me if I had ever played before and if I would like to try it. I had heard of it but
hadn’t had the opportunity to play. Suffice it to say I was hooked after the first game. I have lived in
Sioux Falls my whole life and retired from the City of Sioux Falls after 38 years. I have 3 kids and 4
grandkids. Ask them and they would say I’m obsessed with pickleball. I have met so many great people
and have made good friends playing the game. It’s an awesome way for me to stay active. I am
honored to have been asked to serve on the Board. My goal is to always make sure everyone’s voice is
heard no matter their level of play. I want everyone to feel welcome no matter where they go to play
regardless if they are a beginner or experienced player.

David Flynt

Member At Large

Tournament Committee: Heather Sieve (Chair)

League Committee: Mike Thelen (Chair)

Membership/Engagement Committee: Aaron Reiter (Chair)

IT/Communications Committee: Cole Angelo (Chair)

Places to Play Committee: Carla Dedula (Chair)

Interested in joining a committee? Please Click Here!

BYLAWS

OF

SIOUX FALLS PICKLEBALL CLUB

I. DIRECTORS

SECTION 1.1 Powers. Subject to the limits of the Articles of Incorporation, these Bylaws and the laws of the State of South Dakota, the affairs of this corporation shall be managed by a Board of Directors. The primary function of the Board of Directors shall be to have charge, control and management of the property, affairs and funds of the corporation. The Board of Directors shall have the power and authority to do and perform all acts not inconsistent with these Bylaws or with any action taken by the corporation necessary to carry on the business of the corporation.

SECTION 1.2 Number. The Board of Directors of this corporation shall consist of no less than five (5) persons and no more than fifteen (15) persons. The number of Directors may be fixed or changed from time to time within this range by the Board of Directors. The initial number of Directors shall be set at seven Directors.

SECTION 1.3 Qualifications. Directors shall be individuals twenty-one (21) years of age or older. Directors need not be a resident of the State of South Dakota.

SECTION 1.4 Terms. Each Director shall be elected to serve for a three-year term, with the exception of the initial Directors, who shall serve one-, two- or three-year terms as determined by the initial Board of Directors. Directors may be elected to serve successive terms but in no case may serve more than three consecutive full terms. A Director shall not be deemed to have served a three-year term when such Director fills a vacancy arising at any time prior to the end of a prior Director’s term. A Director’s term shall be adjusted if the Board of Directors, in its discretion, reduces or extends a Director’s term for the purpose of staggering director terms or such other purposes the Board of Directors considers to be in the best interest of the corporation.

Director terms shall commence January 1 and shall end on December 31. Directors who have completed three full terms shall be eligible for re-election as a director after a one year absence from the Board of Directors.

SECTION 1.5 Successor Appointed Directors or Officers. A Nominating Committee shall nominate individuals to serve as successor directors or officers. The Nominating Committee shall forward the names and qualifications of nominees to serve as directors or officers to the Board of Directors for review and approval.

SECTION 1.6 Resignation. Any Director may resign at any time by giving written notice to the President or the Secretary. The resignation shall be effective when the notice is received by the President or the Secretary, unless a later effective date is specified in the notice.

SECTION 1.7 Removal. Any Director or Officer may be removed by the Board of Directors, with or without cause, in accordance with Section 2.5.

SECTION 1.8 Vacancies. Vacancies caused by the death, resignation, or removal of any Director or Officer shall be filled in accordance with Section 1.5.

SECTION 1.9 Compensation. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Directors shall be approved in advance by an Officer.

II. MEETINGS OF THE BOARD OF DIRECTORS

SECTION 2.1 Regular Meetings. Regular meetings of Directors shall be held on the second Tuesday of the third month of each quarter at 6:30 p.m., unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Regular meetings shall be held at such places as may be designated by an Officer of the corporation. No Notice of Meeting is required for Regular Meetings.

At the regular meeting of Directors held on the second Tuesday of December, new Directors shall be elected, and Officers shall be appointed by the Board of Directors.

SECTION 2.2 Other Meetings. Other meetings of the Board of Directors may be held at such time and place as are announced at a previous meeting of the Board of Directors. Meetings of the Board of Directors may also be called at any time (a) by the President, or (b) upon the request of two or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the Secretary shall give notice of the meeting, setting forth the time and place thereof, to be held between two and thirty days after receiving the request. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner provided in these Bylaws.

SECTION 2.3 Notice of Meetings. Notice of each meeting of the Board of Directors for which notice is required, stating the time and place thereof, shall be given to all Directors by electronic communication or in person at least two days before the meeting. All notices not given in person shall be sent to the Directors at his or her electronic address according to the latest available records of this corporation. Any Director may waive notice of a meeting before, at or after the meeting, orally, in writing, by electronic communication, or by attendance. Attendance at a meeting is deemed a waiver unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the Director does not participate in the meeting.

SECTION 2.4 Quorum and Voting. A quorum shall consist of a majority of the Directors currently serving on the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present.

At all meetings of the Board of Directors, each Director is entitled to cast one vote on any question coming before the meeting. The affirmative vote of a majority of the Directors present at any meeting, if there is a quorum, is sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws. A Director may not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors.

SECTION 2.5 Supermajority Requirements. The following actions require the approval of the affirmative vote of at least two-thirds of the members of the Board of Directors to be effective.

2.5.1 Budgets. Approval of the consolidated annual operating and capital budgets of this corporation and its subsidiaries.

2.5.2 Strategic Plan. Approval of the strategic plan of this corporation.

2.5.3 Capital Expenditures. Approval of capital expenditures.

2.5.4 Debt and Pledges of Assets. Approval of the incurrence of debt or pledges of assets.

2.5.5 Removal of Appointed Director. Removal, with or without cause, of a Director.

2.5.6 Removal of Certain Officers. Removal, with or without cause, of the President, Vice President, Secretary or Treasurer.

2.5.7 Election of Successor Directors. Election of successor Directors.

2.5.8 Amendments. Any amendment to the Articles of Incorporation or Bylaws of this corporation.

2.5.9 Consolidation or Dissolution. The consolidation of this corporation with another entity or the dissolution of this corporation.

2.5.10 Sale of Assets or Material Change in Mission/Scope of Services. The sale of all or substantially all the assets of, a material change in mission of or scope of services provided by this corporation.

2.5.11 Name Changes. Any change to the name of this corporation.

SECTION 2.6 Action Without a Meeting. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by the Directors or consented to by the Directors through written electronic communication, including, but not limited to, e-mail from an e-mail address provided by a Director to the corporation. Any action approved by the Directors as provided in this Section shall be considered approved by the Board of Directors when approved by or consented to by the number of Directors that would be required to take the

same action at a meeting of the Board of Directors at which all the Directors were present. When written action is approved by less than all Directors, all Directors shall be notified immediately of the text of the action and effective date.

SECTION 2.7 Meetings Held Using Remote Communication. A Director may participate in a meeting of the Board of Directors by means of conference telephone or by such other means of remote communication that occurs on a substantially simultaneous basis. Participation in a meeting by remote communication constitutes presence at the meeting.

III. OFFICERS

SECTION 3.1 Designation and Term. The officers of this corporation shall include a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time determine. Officers shall be elected at the December meeting of the Board of Directors to serve for terms of two years, and until their respective successors are elected and have qualified. Officers may at any time be removed by the Board of Directors with or without cause, subject to Section 2.5 of these Bylaws. Any officer may resign at any time by giving written notice to the President or the Secretary. The resignation shall be effective when the notice is received by the President or the Secretary, unless a later effective date is specified in the notice. The officers must be Directors of this corporation. No person may at the same time hold more than one of the offices of President, Vice President, Secretary, and Treasurer.

SECTION 3.2 President. The President shall, when present, preside at meetings of the Board of Directors, and shall perform such other duties as are prescribed by the Board of Directors. The President shall: (a) supervise and control the affairs of the corporation and the activities of the Officers; (b) see that orders and resolutions of the Board of Directors are carried into effect; (c) have the authority to sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, the Bylaws, or the Board of Directors; and (d) perform such other duties as are prescribed by the Board of Directors.

SECTION 3.4 Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 3.5 Secretary. The Secretary shall perform or properly delegate and oversee the performance of the following duties: (a) provide for the keeping of accurate minutes of all meetings of the Board of Directors; (b) be responsible for the custody of the records, documents and papers of this corporation; and (c) provide for the keeping of proper records of all transactions of this corporation. The Secretary shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary, or imposed

by these Bylaws. The Secretary shall perform such other duties as may be assigned to him or her from time to time by the President or the Board of Directors.

SECTION 3.6 Treasurer. The Treasurer shall perform or properly delegate and oversee the performance of the following duties: (a) keep accurate financial records of this corporation; (b) deposit money, drafts, and checks in the name of and to the credit of this corporation in the banks and depositories designated by the Board of Directors; (c) endorse for deposit notes, checks, and drafts received by this corporation as ordered by the Board of Directors, making proper vouchers for the deposit; (d) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board of Directors; and (e) upon request, provide the President and the Board of Directors an account of transactions of this corporation and of the financial condition of this corporation. The Treasurer shall perform such other duties as may be assigned to him or her from time to time by the President or the Board of Directors.

SECTION 3.7 Assistant Secretaries and Assistant Treasurers. The Board of Directors may appoint such Assistant Secretaries and Assistant Treasurers as it deems appropriate. In the absence or disability of the Secretary or Treasurer, the Assistant Secretaries or Assistant Treasurers, in the order of their seniority as designated by the Board of Directors, shall perform the duties and exercise the authority of the Secretary or Treasurer, as appropriate. The Assistant Secretaries and Assistant Treasurers shall have such authority and duties as may be prescribed from time to time by the Board of Directors. If the Assistant Secretaries or Assistant Treasurers are not voting members of the Board of Directors, they may not vote on any matters coming before this corporation or the Board of Directors.

SECTION 3.8 Compensation. Officers shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to Officers shall be approved in advance by another Officer.

SECTION 3.9 Additional Powers. Any Officer of this corporation, in addition to the powers conferred upon him or her by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

IV. COMMITTEES

SECTION 4.1 Committees. The Board of Directors may, in resolutions adopted by at least a majority of all Directors entitled to vote at a meeting in which there is a quorum, establish committees having the authority of the Board of Directors to the extent provided in such resolutions. Except as otherwise provided in these Bylaws, the chair of each such committee shall be appointed by the Board of Directors. Each committee shall have the powers and obligations described in its charter, which shall be developed by the chair of such committee and approved by the Board of Directors. Each such committee is at all times subject to the control and direction of the Board of Directors. Other than the Executive Committee or as otherwise specified by the

Board, all committees are advisory; committee members, other than members of the Executive Committee, need not be Directors.

SECTION 4.2 Executive Committee. An Executive Committee shall be the lone standing committee of the Board of Directors. The Executive Committee shall be composed of the President, Vice President, Secretary, Treasurer and a Past Chair of this corporation; provided that the Past Chair shall serve on the Executive Committee only if his or her term as a Director of this corporation has not terminated. The Executive Committee has the authority of the Board of Directors in the management of the business of this corporation in the interval between meetings of the Board of Directors, but only if action is required in circumstances in which it is impractical, inexpedient, or impossible to hold a meeting of the entire Board of Directors.

The Executive Committee of this corporation shall serve as the Nominating Committee with the responsibility to recruit and nominate candidates to serve as directors and officers of this corporation.

SECTION 4.3 Meetings and Voting. Meetings of each committee shall be called and held in accordance with their respective charters adopted by the Board of Directors, but shall not be inconsistent with the provisions of these Bylaws as they apply to meetings of the Board of Directors.

SECTION 4.4. Task Forces. The Board of Directors or the President may establish task force committees that have no authority to act on behalf of the corporation. Members of such committees shall be appointed in the manner specified by the Board of Directors or the President, whichever established the task force committee.

V. IRC 501(c)(3) TAX EXEMPTION PROVISIONS

SECTION 5.1 Limitation on Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue.

SECTION 5.2 Prohibition Against Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its Directors, Officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 5.3 Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of South Dakota.

VI. INDEMNIFICATION

SECTION 6.1 Nonliability of Directors and Officers. The Officers and Directors of this corporation shall not be personally liable for the debts, liabilities, or other obligations of this corporation.

SECTION 6.2 Indemnification. The Officers and Directors of this corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the Satate of South Dakota.

SECTION 6.3 Insurance. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of this corporation (including a Director, Officer, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

VII. MISCELLANEOUS

SECTION 7.1 Fiscal year. Unless otherwise fixed by the Board of Directors, the fiscal year of this corporation begins on January 1 and ends on the succeeding December 31.

SECTION 7.2 Corporate seal. This corporation has no seal.

SECTION 7.3 Authority to Borrow, Encumber Assets. No Director, Officer or agent of this corporation has any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. The Board of Directors may give authority for any of the above purposes, and this authority may be general or limited to specific instances.

SECTION 7.4 Execution of Instruments. Deeds, mortgages, bonds, checks, contracts and other instruments pertaining to the business and affairs of this corporation may be signed on behalf of this corporation by the President or such other person or persons as may be designated from time to time by the Board of Directors.

SECTION 7.5 Deposit of Funds. All funds of this corporation shall be deposited from time to time to the credit of this corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors from time to time.

SECTION 7.6 Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

VIII. CONFLICT OF INTEREST STATEMENT

SECTION 8.1 Purpose of Conflict of Interest Statement. The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

SECTION 8.2 Definitions.

a. Employee Compensation. It is anticipated this corporation will not have employees or compensate Directors for being on the governing board. If the Board of Directors so determine the corporation needs to employ individuals with the authority to act for the corporation, such individuals and related compensation will be subject to this Article 8.

b. Interested Person. Any Director, Officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.

c. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement; or

2. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section 8.3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists

SECTION 8.3 Conflict of Interest Avoidance Procedures.

a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

d. Violations of the Conflicts of Interest. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 8.4 Records of Board and Board Committee Proceedings.

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 8.5 Approval Policy. A voting member of the governing board or any committee of the board who has a financial interest, directly or indirectly, from products or services to be provided to the corporation is precluded from voting on matters pertaining to that member’s provision of such products or services.

ADOPTION OF BYLAWS

We, the undersigned, are all initial Directors of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws as the Bylaws of this corporation.

Dated: 8-8-2022