By-Laws of the
Carrollton Tennis Association, Inc.
Article I
Membership and
Dues
Section 1. Election to membership.
Any person may become a member in this corporation by payment of the membership fee and
subscribing to and complying with the membership and league rules as may be established
from time to time by the Board of Directors.
Section 2. Open membership.
Membership shall not be withheld from any person because of race, color, creed, religion,
sex. age, or national origin.
Section 3. Dues. The dues of all
members shall be in an amount as shall be determined from time to time by resolution of
the Board of Directors. Dues shall be on an annual basis, the commencing date of the one
year term to be designated as the Board of Directors shall determine.
Section 4a. Removal for default in dues payment.
Any member in default in payment of dues shall be ipso facto suspended from all privileges
of membership, and if, after notice, such default exists for more than thirty days, the
membership of such member shall automatically cease.
Section 4b.
Pre-registration and payment terms. A player may pre-register for a league(s)
as long as payment has been received by CTA before the sign-up date. If an unpaid
player is needed to make a league complete, the player in question or captain must work
out payment details with the League Director before the registration date. If
payment has not been received by the deadline date, that player shall receive a zero score
on the first day of league play. The player shall continue to receive a zero until
all dues and fees are paid in full. The other players in the group will receive the
actual number of games won during play. No prizes shall be awarded to any player in
default of dues and removal of membership shall be enforced as per Article I, Section 4a.
Section 5. Removal for prejudicial conduct.
Any member including officers and directors may be removed from membership by a majority
vote of the Directors present at any annual meeting of the Board of Directors or at any
special meeting of the Directors called for the purpose of determining whether or not a
member's conduct was prejudicial to the corporation, provided, that such member shall have
first received written notice of the accusations against him/her, that such member shall
have been given the opportunity to produce his witnesses, if any, and that such member
shall have been heard, if he/she so desires, at the meeting at which the vote is taken.
Section 6. Resignation. Any member
may resign by filing a written resignation with the Secretary. A resignation shall not
relieve any member so resigning of the obligation to pay dues or other charges theretofore
accrued and unpaid.
Section 7. Definition of "in good
standing". A member shall be in good standing so long as all dues,
assessments, or other accrued charges are paid, subject to compliance with the membership
and league rules as may be established from time to time pursuant hereto.
Section 8. Classes of membership.
There shall be as many membership classes as may be determined by resolution of the Board
of Directors. The classes may confer or restrict such privileges as the Board of Director
may determine, provided only that a membership class shall in no way affect the voting
right of any adult member other than as limited in Para. 7 hereof in the event of the
creation of a class of membership to be known as "family membership".
Article II
Meetings of
Members
Section 1. Annual meeting.
An annual meeting of the members shall be held at a date and time designated by resolution
of the Board of Directors, for the purpose of electing Directors and for the transaction
of such other business as may come before the meeting.
Section 2. Notice of annual meeting.
Written notice of the time, place and purpose(s) of the annual meeting of members shall be
mailed to each voting member no less than fourteen (14) days prior to the date of such
meeting nor more than fifty (50) days prior to said meeting. This notice shall contain the
names of those persons nominated by the Nominating Committee for positions of officers and
directors. Nominations may be made from the floor at the time of the meeting.
Section 3. Delayed annual meeting.
If, for any reason, the annual meeting of members is not held on the appointed day, or on
the day and at the time of an adjournment thereof as designated by the President at the
time of the Annual meeting, such meeting may be called and held as a special meeting,
provided that notice be given as specified in Section 2 above.
Section 4. Special meetings.
Special meetings of the members may be called by the President, the Board of Directors, or
not less than one tenth of the adult members in good standing.
Section 5. Notice of special meetings of
members. Written notice of the time, place and purposes of special meetings of
members shall be mailed to each voting member no less than fourteen (14) days prior to the
date of such meeting nor more than fifty (50) days prior to said meeting. No business not
mentioned in the notice shall be transacted at such meeting.
Section 6. Place of meetings. The
Board of Directors may designate any place as the place of meeting for any annual meeting
or for any special meeting called by the Board of Directors. If a special meeting called
either by the President or by more than one tenth of the voting members in good standing,
whoever so calls such meeting shall designated on the notice any place suitable for the
meeting. A place shall be deemed to be unsuitable if, for any reason, more than one-tenth
of the voting members object in writing to the President, in which event it shall be the
duty of the President to arrange for a meeting place which shall be sufficient to
accommodate all members, and which shall be within the city limits of Carrollton.
Section 7. Voting rights. Each
adult member in good standing shall be entitled to one (1) vote on each matter submitted
to a vote at any meeting of the members. An adult member shall be defined as any member
over 18 years of age. However, in the event of the establishment of a class of membership
to be known as a "family membership", such membership shall be limited to two
(2) votes, to be exercised by any two members of the family over the age of 18 years.
Section 8. Quorum. Presence in
person of voting members, representing no less than one-tenth of the voting members shall
constitute a quorum at any meeting of the members.
Article III
Board of
Directors
Section 1. Number and term of
directors. The business, property and affairs of this corporation shall be
managed by a Board of Directors composed of seven members, four of whom shall be the
corporation's elected officers and three of whom shall be members elected at the annual
meeting of the members. The term of office shall be 1 year.
Section 2. Organization meeting of the Board.
Immediately following the annual meeting of the members, the Board of Directors, as
constituted upon adjournment of such annual meeting, shall convene for the purpose of
transacting and necessary business.
Section 3. Regular meetings of the Board.
Regular meetings of the Board of Directors shall be held at least quarterly at such time
and place as the Board of Directors shall from time to time determine. No notice of such
regular meeting shall be required.
Section 4. Special meetings of the Board.
Special meetings of the Board of Directors may be called by or at the request of the
President or any two Directors. The person or persons authorized to call special meetings
of the Board may fix the place for holding any special meeting called by them.
Section 5. Notice. Notice of any
special meeting of the Board of Directors shall be given a least two days previously
thereto by written notice delivered personally or sent by mail or telegram to each
Director.
Section 6. Waiver of notice. Any
Director may waive notice of any meeting, either before or after such meeting has been
held.
Section 7. Quorum. A majority of
the Directors shall constitute a quorum.
Section 8. Vacancies. Vacancies in
the Board of Directors shall be filled by appointment made by a majority vote of the
remaining Directors. Each person so elected to fill a vacancy shall service as a Director
for the unexpired portion of the term.
Section 9. Power to appoint and remove
agents. The Board of Directors shall have power to appoint and remove such
agents whenever in the judgment of the Board of Directors the best interests of the
corporation will be served thereby.
Section 10. Delegation of powers.
The Board of Directors may for any reason, delegate all or any of the powers and duties of
any office to any other officer or director.
Article IV
Officers
Section 1. Officers.
The officers of this corporation shall be a President, a Vice President, a Secretary, a
Treasurer, and such other officers as may be elected in accordance with Section 2 of this
Article.
Section 2. Election of officers.
The officers shall be elected annually or at end of term(s) in accordance with Article
III, Section 1 by the members at the regular meeting of the members. Any member may make
nominations for officers from the floor, and such nomination shall be given equal
consideration with those nominations presented by the Nominating Committee.
Section 3. Vacancies. A Vacancy in
any office because of death, resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of the term.
Section 4. President. The
President shall be the principal executive officer and shall in general supervise the
affairs of the corporation. He/she shall preside at all meetings of the members and of the
Board of Directors, and shall perform all duties incident to the office of President and
such other duties as may from time to time be prescribed by the Board of Directors.
Section 5. Vice President. In the
absence of the President or in the event of his /her inability or refusal to act, the Vice
President shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the Restrictions upon the President. The Vice
President shall perform such other duties as are assigned to him/her by the President or
Board of Directors.
Section 6. Treasurer. The
Treasurer shall have custody of and be responsible for all funds and securities of the
corporation, receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, deposit all such moneys in the name of the corporation in such
bank(s) or other depositories as shall be determined by resolution of the Board of
Directors, give a bond for the faithful discharge of his duties and according to such
terms as the Board of Directors may require, and generally perform all duties incident to
the officer of Treasurer and such other duties as may be assigned by the President or the
Board of Directors.
Section 7. Secretary. The
Secretary shall keep the minutes of the meetings of the members and of the Board of
Directors in one or more books provided for that purpose, see that all notices are duly
given in accordance with these By-Laws or as required by law, be custodian of the
corporate records, keep a register of the post office address of each member which shall
be furnished to the Secretary by such member, and generally perform all duties incident to
the office of Secretary or such other duties as may be assigned by the President or the
Board of Directors. The Secretary shall keep such books and records in a manner convenient
for the inspection by any member, or his agent or attorney, for any proper purpose at any
reasonable time.
Article V
Committees
Section 1. Executive Committees.
The Board of Directors, by resolution, may create such committees of two or more Directors
as it deems necessary, provided that the authority of such committees is limited to those
powers expressly delegated in the resolution, and provided also that such delegated powers
of the Board of Directors shall not include the power to alter By-Laws in any respect, to
amend the Articles of Incorporation, to appoint or remove any member or officer to or from
any office, to authorize the sale, lease, exchange or mortgage of any property or assets
of the corporation, or to authorize the dissolution of the corporation.
Section 2. Nominating Committee.
The Nominating Committee shall be appointed at such time and in such numbers as the
President shall determine, subject to approval and acceptance by the due Resolution of the
Board of Directors, and shall have as its purpose the presentation to the annual meeting
of members of nominations for officers and directors.
Section 3. Standing Committees.
Standings committees may be designated by resolution of the Board of Directors, and shall
include committees on Tournaments, Membership, Publicity, Junior Program, Long Range
Planning, and such other committees as shall be designated by the Board from time to time.
Except as otherwise provided in the resolution, the President shall appoint such committee
members and may remove such members if in the President's judgment the best interests of
the corporation will be served thereby.
Section 4. Term of office. Each
member of a committee shall continue as such until a successor is appointed, until the
committee is terminated or until such member is unable or unwilling to perform committee
duties and responsibilities.
Section 5. Chairman. The President
shall appoint the chairman of each standing committee.
Section 6. Vacancies. The
President may fill by appointment any vacancy in any standing committee.
Section 7. Quorum. Unless
otherwise provided in the resolution of the Board of Directors designating a committee, a
majority of the whole committee shall constitute a quorum.
Section 8. Rules. Each committee
may adopt rules for its own government not inconsistent with these By-Laws or with rules
adopted by the Board of Directors.
Article VI
Execution of
Instruments
Section 1. Checks, etc.
All checks, drafts and orders for payment of money shall be signed in the name of the
corporation and shall be countersigned by such officers or agents as the Board of
Directors shall form time to time designate for that purpose.
Section 2. Contracts, conveyances, etc.
When the execution of any contract, conveyance or other instrument has been authorized
without specification of the executing officers, the President or Vice President, and the
Secretary, may execute the same in the name and behalf of this corporation. The Board of
Directors shall have power to designate the officers and agents who shall have authority
to execute any instrument in behalf of this corporation.
Article VII
Power of Board
to Borrow Money
The Board of Directors shall have full power and authority to borrow money
to the amount of zero ($0) Dollars whenever in the discretion of the Board such borrowing
is necessary or beneficial, and in this event the Board may authorize the proper officers
to make, execute and deliver in the name and behalf of this corporation such notes, bonds,
and other evidence of indebtedness as said Board shall deem proper, and said Board shall
have full power to mortgage all or any part of the property of this corporation, as
security for this indebtedness, and no action by the membership shall be requisite to the
validity of any such note, bond, evidence of indebtedness or mortgage. For the borrowing
of any amounts of money in excess of zero ($0) Dollars, all actions of the Board in
respect to such transaction shall be subject to the approval of a majority of the
membership voting at a meeting called for that purpose of approving such action by the
Board.
Article VIII
Amendment of
By-Laws
These By-Laws may be amended or replace by the affirmative vote of a
majority of the members entitled to vote at any regular or special meeting of the members
or by the affirmative vote of a majority of the Board of Directors; provided, that any
By-Laws made by the Board may be amended or repealed by the affirmative vote of a majority
of the members entitled to vote at any regular or special meeting of the members.
Article IX
Action by
Members or Board Without Formal Meeting
Section 1. Any action
required to or permitted to be taken at a meeting of the members or of the Board, or any
committees of either, including any organizational meeting, may be taken without either a
notice or a meeting if a consent in writing, in the form of minutes of a meeting or
otherwise, setting forth the actions so taken, shall be signed by all persons entitled to
notice of or to vote, with respect to the subject matter thereof. Consent minutes shall be
deemed effective on the date stated therein, whether signed after or prior to the stated
date.
Article X
Dissolution
Upon dissolution of this corporation, all proceeds, if any shall pass to
the City of Carrollton, as provided in Article 9 of the Articles of Incorporation of this
corporation. |
