Tyler Community Tennis Association
(as amended March 25, 2010)
Article 1 - Name
Article 2 - Principal Office
Article 3 - Registered Office and Registered Agent
Article 4 - Purposes
Article 5 - Membership
Article 6 - Board of Directors
Article 7 - Officers
Article 8 - Committees
Article 9 - Resignations, Removals and Vacancies
Article 10 - Administrative and Financial Provision
Article 11 - Miscellaneous
Article 12 - Amendments
ARTICLE 1 - NAME
The name of the corporation shall be "Tyler Community Tennis Association" (hereafter called the "Association").
ARTICLE 2 - PRINCIPAL OFFICE
The Association's principal office in Texas will be located at the Faulkner Tennis Complex, 410 W Cumberland Rd, Tyler, Texas 75703. The Association may have such other offices, in Texas or elsewhere, as the Board of Directors may determine. The Board may change the location of any office of the Association.
ARTICLE 3 - REGISTERED OFFICE AND REGISTERED AGENT
The Association will maintain a registered office and registered Agent in Texas. The registered office may, but need not, be identical with the Association's principal office in Texas. The Board may change the registered office and the registered agent as permitted under the Texas Non-Profit Corporation Act.
ARTICLE 4 - PURPOSES
The purposes for organizing the Association are to perform charitable activities within the meaning of Internal Revenue Code Section 501(c)(3) and Texas Tax Code Section 11.18(c)(1). Specifically, and in furtherance of these purposes, the Association shall help combat juvenile delinquency and aid underprivileged youngsters by promoting youth tennis and by providing the opportunity for all young people in the area to develop tennis proficiency through participation in junior development programs, clinics and tournaments for youths, sponsored by the Association. It shall be the further purpose of this Association to promote and encourage tennis activities and enthusiasm in the City of Tyler, Texas, and nearby communities, for persons of all ages by conducting tennis clinics, competition leagues and tournaments and by presenting or sponsoring exhibition matches, for the benefit of the general public, involving well known outstanding tennis players. It shall further be the purpose of this Association to provide a healthy, congenial tennis environment in which its members may come together for their mutual pleasure, benefit and enjoyment.
ARTICLE 5 - MEMBERSHIP AND MEETINGS
Section 5.1 Membership in the Association shall be available to all persons interested in the purposes and activities of the Association, and any individual may become a member of the Association by paying dues or making contributions as hereinafter provided.
Section 5.2 Classes of Members. There shall be eight classes of membership in the Association: Junior, Single, Family, Sponsor, Silver Patron, Gold Patron, Platinum Patron, and Honorary. Honorary membership shall be granted to such persons as the Board of Directors shall from time to time select.
Section 5.3 Dues. Honorary members shall not be required to pay dues. Other classes of members shall pay dues to the Association in the amounts established for each membership class as determined by the Board of Directors. Dues shall be due and payable on the anniversary date of joining each year. Any member who shall fail to pay dues within thirty (30) days after that date becomes delinquent and shall be automatically suspended from membership in the Association. Anything herein to the contrary notwithstanding, dues of the various classes of members may be increased or decreased upon approval of the Board of Directors.
Section 5.4 Annual Meetings. The Association will hold an annual meeting of the general membership in October of each year for the purpose of electing directors, receiving the reports of the officers and committees, and transacting any other business that may come before the meeting.
Section 5.5 Special Meetings. Special meetings of the general membership, for any purpose or purposes, may be called by the President, the Executive Committee, the Board of Directors, or not less than one-tenth of the voting members.
Section 5.6 Place of Meetings. All meetings of the general membership shall be held in such places as may from time to time be fixed by the Board of Directors or as shall be specified in the respective notices thereof.
Section 5.7 Notices of Meetings. Written notice stating the place, day and hour of each meeting of the general membership, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, to each member of the Association.
Section 5.8 Voting. Except as otherwise provided by law, the Articles of Incorporation, or Bylaws of the Association, the affirmative vote of a majority of the members at any meeting at which a quorum is present, shall decide any question brought before such meeting.
Section 5.9 Quorum of Members. Members holding one-twentieth of the votes that may be cast at a meeting who attend the meeting in person shall constitute a quorum for a meeting of members. The members present at a duly called or held meeting at which a quorum is present may continue to transact business, even if enough members leave so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of members required for a quorum. If a quorum is not present at anytime during a meeting, a majority of the members who are present may adjourn and reconvene the meeting once without further notice.
ARTICLE 6 - BOARD OF DIRECTORS
Section 6.1 General Powers. The property, affairs and business of the Association shall be managed and controlled and all Association powers shall be exercised by or under the authority of the Board of Directors.
Section 6.2 Composition. The Board of Directors of the Association shall consist initially of thirteen (13) directors. The number of directors may be increased or decreased from time to time by the Board, but shall not be less than three (3) nor more than thirty-five (35). Directors shall be elected by the membership at its annual Meetings based upon the number of Director terms expiring during each particular year. Except as specified herein, each Director shall serve for a term of three years. However, the Directors terms will be staggered so that the terms of approximately one-third of the Board will expire each year. In order to accommodate this arrangement, at the organizational meeting, four of the initial Directors will be assigned terms of one year, four will be assigned terms of two years, and the remaining five will be assigned terms of three years. Each Director shall hold office until his or her successor shall be elected and qualified, unless prior thereto said Director dies, resigns or is removed from office. Directors may be re-elected to the Board, from time to time, but no person can serve more than two consecutive terms on the Board.
Section 6.3 Duties of Directors. Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in the Association's best interest. In this context, the term "ordinary care" means the care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In discharging any duty imposed or power conferred on Directors, Directors may, in good faith, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Association or another person that has been prepared or presented by a variety of persons, including officers and employees of the Association, professional advisors or experts such as accountants or legal counsel. A Director is not relying in good faith if he or she has knowledge concerning a matter in question that renders reliance unwarranted. Directors are not deemed to have the duties of trustees of a trust with respect to the Association or with respect to any property held or administered by the Association, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Section 6.4 Annual Meeting. The annual meeting of the board may be held without notice other than these Bylaws. The annual board meeting will be held immediately after, and at the same place as, the annual members meeting.
Section 6.5 Regular Meetings. Regular meetings of the Board of Directors of which no notice is necessary shall be held regularly at such date and time as may be fixed from time to time by the President or by the Board of Directors and communicated to all Directors. Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at any regular meeting.
Section 6.6 Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called by the President, upon the written request of a majority of the Directors, on twenty-four (24) hours notice to each Director. Unless as otherwise provided by statute, the Articles of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice thereof. Special meetings shall be held at such place as shall be designated in the notice of the meeting. Such notice shall be given by the Secretary or, in his absence, any other officer of the Association.
Section 6.7 Quorum. Except as otherwise provided by law, the Articles of Incorporation, or Bylaws of the Association, one-third of the number of members of the Board of Directors at the time in office shall constitute a quorum for the transaction of business. If there shall be fewer than a quorum present at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time by an announcement thereat, and the meeting may be held as adjourned without further notice.
Section 6.8 Voting. Except as otherwise provided by law, the Articles of Incorporation, or Bylaws of the Association, the affirmative vote of a majority of the Directors at any meeting at which a quorum is present shall decide any question brought before such meeting.
Section 6.9 Vacancies. Vacancies among Directors and newly created directorships shall be filled by vote of the Board of Directors. A Director so elected shall hold office until his successor is duly elected and qualified. A vacancy is filled by the affirmative vote of a majority of the remaining Directors, even if it is less than a quorum of the Board, or if it is a sole remaining Director.
Section 6.10 Informal Action. Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors.
Section 6.11 Removal. Any director may be removed at any time for cause by the Board of Directors at any meeting. Good cause for removal of a Director includes the unexcused failure to attend three consecutive Board meetings.
ARTICLE 7 - OFFICERS
Section 7.1 Officers. The officers of the Association shall be a President, one or more Vice- Presidents, a Treasurer, a Secretary, and such other officers as may be elected or appointed in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as it shall deem desirable. Each officer of the Corporation shall have such authority, shall perform such duties and shall hold office for such term as may be prescribed by these Bylaws or by the Board of Directors. Any person may hold two or more offices at one time, except the offices of President and Secretary, provided the duties thereof can be consistently performed by the same person. The person elected as President shall be a member of the Board of Directors.
Section 7.2 Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the annual meeting 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 the next annual meeting of the Board of Directors and until his successor shall have been elected and qualified.
Section 7.3 President. The President shall be the chief executive officer of the Association and, subject to the provisions by the Bylaws and to the direction of the Board of Directors, shall have the general management and control of the affairs of the Association, shall preside at all meetings of the Board of Directors, and shall perform all other duties and enjoy all other powers commonly incident to this office or which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law.
Section 7.4 Vice-President. Each Vice-President shall perform such duties as from time to time may be assigned to him by the Board of Directors. In the absence of the President or in the event of his inability to act, the Vice-President so designated by the Board of Directors shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.
Section 7.5 Treasurer. Subject to the direction of the Board of Directors, the Treasurer shall have charge and custody of and shall receive and disburse the funds of the Association. When necessary or proper, he shall endorse on behalf of the Association for collection checks, notes and other obligations, and shall deposit all funds of the Association in such banks or other depositories as may be designated by the Board of Directors. Subject to the direction of the Board of Directors, he shall perform all other duties and enjoy all other powers commonly incident to his office or as from time to time may be assigned to him by the Board of Directors. In the absence of the Treasurer or in the event of his inability to act, the President may appoint an Assistant Treasurer to act temporarily in his place. The Board of Directors may require the Treasurer and any Assistant Treasurer to be bonded for the faithful discharge of his duties in such sums and with such surety or sureties as the Board of Directors may determine.
Section 7.6 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and shall be responsible for the custody of all such minutes. Subject to the direction of the Board of Directors, the Secretary shall have custody of the documents of the Association. He shall give notice of meetings and, subject to the direction of the Board of Directors, shall perform all other duties and enjoy all other powers commonly incident to his officer or as may from time to time be assigned to him by the Board of Directors. In the absence of the Secretary or in the event of his inability to act, the President may appoint an Assistant Secretary to act temporarily in his place.
ARTICLE 8 - COMMITTEES
Section 8.1 Board Executive Committee. The Board Executive Committee shall consist of the President, who shall be its presiding officer, the Vice President (or one Vice President selected from among all vice presidents in office), the Treasurer, the Secretary and one elected member of the Board of Directors appointed by the President. The Board Executive Committee shall have all the powers of the Board to transact business when the Board is not in session. All transactions of this Committee shall be reported to the next regularly scheduled Board of Directors meeting.
Section 8.2 Special Committees. The Board of Directors may from time to time designate and appoint one or more special committees with such powers and duties as the Board of Directors may determine. At least one of each such committee shall be a member of the Board of Directors. Such committees may have as advisors persons who are not directors, officers or employees of the Association.
ARTICLE 9 - RESIGNATIONS, REMOVALS AND VACANCIES
Section 9.1 Resignations. Any director, officer, employee or agent of the Association or any member of any committee may resign at any time by giving written notice to the Board of Directors, to the President or to the Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective unless otherwise provided therein.
Section 9.2 Removal. Any officer, employee or agent of the Association may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 9.3 Vacancies. Any vacancy in the office of any officer arising from death, resignation, removal or other cause may be filled at any time by the Board of Directors at any meeting, and the officer so elected shall hold office until the next annual meeting of the Board of Directors and until his successor shall have been elected and qualified. Any vacancy in the Board of Directors and any additional membership on the Board of Directors resulting from an increase in the number of directors may be filled at any time by the affirmative vote of a majority of the then remaining directors, though less than a quorum of the Board, at any meeting, and the person so elected shall hold office until the next annual meeting of the members.
ARTICLE 10 - ADMINISTRATIVE AND FINANCIAL PROVISION
Section 10.1 Fiscal Year. The fiscal year of the Association shall be the twelve (12) month period beginning October 1st and ending September 30th inclusive.
Section 10.2 Checks, Drafts, Etc. All checks, drafts, notes, bonds, bills of exchange or other orders, instruments or obligations for the payment of money shall be signed by such officer or officers, employee or employees or agent or agents of the Association as shall be specified by the Board of Directors.
Section 10.3 Contracts, Etc. Except as otherwise provided by law or the Bylaws, such officer orofficers, employee or employees, agent or agents of the Association as shall be specified by the Board of Directors shall sign, in the name and on behalf of the Association, all deeds, bonds, contracts, leases, and other instruments or documents, the execution of which shall be authorized by the Board of Directors; and such authority may be general or confined to specific instances.
Section 10.4 Books and Records. The Association shall keep, at its registered office, its principal office in this state, or at its Secretary's office, if in this state, the following: current Articles of Incorporation and Bylaws; a record of members, including names, addresses, and classes of membership, if any; correct and adequate records of accounts and finances; a record of officers and director's names and addresses; minutes of the proceedings of the members, the Board, and any minutes which may be maintained by committees of the Board. The books and records shall be open at any reasonable time to inspection by any member of more than three (3) months standing or a representative of more than five percent (5%) of the membership. Cost of inspecting or copying shall be borne by such member except for copies of Articles or Bylaws. Any such member must have a purpose for inspection reasonably related to membership interests.
Section 10.5 Interested Directors. In the absence of fraud, no contract or transaction between the Association and its director or any other corporation or entity in which such director is a director or officer, or is financially interested, shall be void or voidable for this reason alone or by reason that the director was present at a meeting of the Board, or of a committee thereof, which approved such contract or transaction, provided that the fact of such common directorship, officership or financial or other interest is disclosed or known to the Board or committee, and that the Board or committee approves such transaction or contract by a vote sufficient for such purpose without the vote of such interested director. Such director may, however, be counted in determining the presence of a quorum at such meeting. No such contract or transaction shall be void or voidable if the fact of such common directorship, officership or financial interest is disclosed or known to the directors entitled to vote and the contract or transaction is approved by vote of the Board of Directors.
ARTICLE 11 - MISCELLANEOUS
Section 11.1 No Corporate Seal. No corporate seal shall be required for the Association.
Section 11.2 Notices and Waivers Thereof. Whenever any notice is required by the Bylaws, the Articles of Incorporation, or by any law, to be given to any director or officer, such notice, except as otherwise provided by law, may be given personally or by telegram, cable, radiogram, or fax, addressed to such director or officer at his or her place of business, if any, or at such address as appears in the records of the Association as the home address of the director or officer; or the notice may be given in writing by mail, in a sealed wrapper, postage prepaid, addressed to such director or officer at either of the above addresses. Any notice given by telegram, cable, radiogram, or fax shall be deemed to have been given when it shall have been delivered for transmission. Any notice given by mail shall be deemed to have been given when it shall have been deposited in a post office, in a regularly maintained letter box or with a postal carrier. A waiver of any such notice in writing, signed by the person entitled to such notice, whether before or after the time of the action for which such notice is required, shall be deemed the equivalent thereof; and the presence without objection at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person.
Section 11.3 Rules of Order. "Robert’s Rules of Order" shall govern the proceedings of all meetings of this organization and its constituent parts, except as otherwise provided by these Bylaws.
Section 11.4 Limitation of Liability and Indemnity
11.4.1 Liability. No person shall be liable to the Association for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer, director, or employee of the Association if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances and in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Association or upon statements made or confirmation furnished by officers or employees of the Association which he had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.
11.4.2 Indemnity. Each officer and director, whether or not then in office, shall be held harmless and indemnified by the Association against all claims and liabilities and all expenses reasonably incurred or imposed upon him in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which he may be made party by reason of any action taken or omitted to be taken by him as an officer and/or a director of the Association, in good faith, if such person, in the opinion of a court or of the Board of Directors (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Association or upon statements made or information furnished by officers or employees of the Association which he had reasonable grounds to believe.
11.4.3 Legal Authorities Governing Construction of Bylaws. These Bylaws will be construed under Texas law. All references in these Bylaws to statutes, regulations, or other sources of legal authority will refer to the authority cited, or their successors, as they may be amended from time to time.
11.4.4 Legal Construction. To the greatest extent possible, these Bylaws shall be construed to conform to all legal requirements and all requirements for obtaining and maintaining all tax exemptions that may be available to non-profit corporations. If any Bylaw provision is held invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability will not effect any other provision, and the Bylaws will be construed as if they had not included the invalid, illegal, or unenforceable provision.
11.4.5 Headings. The headings used in the Bylaws are for convenience and may not be considered in construing the Bylaws.
11.4.6 Interpretation. As used in these Bylaws, the masculine, feminine and neuter genders shall each be deemed to include the others, unless the context requires otherwise. The singular shall include the plural, and the plural shall include the singular, whenever the context permits.
11.4.7 Parties Bound. The Bylaws will bind and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the Association and their respective heirs, executors, administrators, legal representatives, successors and assigns except as the Bylaws otherwise provide.
ARTICLE 12 - AMENDMENTS
The Board of Directors shall have the power to make, alter, amend, or repeal the Bylaws at any duly convened meeting of the Board of Directors by the affirmative vote of a majority of the directors at any such meeting at which a quorum is present.