Albany Tennis Club By-Laws

ARTICLE I

The principal office of the corporation shall be in the City of Albany County of Albany State of New York.

The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.

ARTICLE II – NAME AND STATEMENT OF PURPOSE

The purposes for which this corporation has been organized are as follows:

Section 1 – Name

The name of the organization shall be Albany Tennis Club, Inc. It shall be a non- profit organization incorporated under the laws of the State of New York as defined in Section 102 (a) of the Not-for-Profit Corporation Law.

Section 2 – Purpose

The purposes for which this corporation has been organized are as follows:

To encourage the sport of tennis;
To provide and maintain tennis courts and other facilities which its directors may consider advisable, for the use and recreation of its members.
To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof but not for the pecuniary profit or financial gain of its members, directors, or officers except as permitted under Article 5 of the Not-for-Profit Corporation Law.

ARTICLE III- MEMBERSHIP

Section 1 – Qualifications for Membership

Membership shall be open to any individual who shall apply, pay the membership dues set forth by the Board of Directors and abide by the By-Laws, Rules and Regulations of the Corporation.

The Board of Directors may set a limit to the total number of members if it finds such a limitation necessary to meet the reasonable operating requirements of its facilities. In such case, applicants may be placed on a waiting list, and be notified when a vacancy occurs.

Section 2 - Membership Categories

Individual Members – Any individual interested in the purposes of the ATC is eligible for Individual Membership as follows:
Single – any individual 19 years of age or over who is not attending school.

Couple – two residents of the same household who consider themselves a couple.

Family – more than two residents of the same household who consider themselves a family.

Student – over the age of 18, under 25 and attending school beyond high school.

Junior – under the age of 18 years.

Honorary Members – Annually, Honorary Membership may be conferred upon such worthy persons as may be so elected by a majority of the Board Members.
Life Time Members – Lifetime Membership may be conferred upon members so elected by a majority of the Board.
Section 3 – Discrimination

Membership and all rights of participation in the ATC, including all tournaments and other events conducted or sanctioned by it, shall be open to all persons without regard to race, age, creed, sexual orientation, color, national origin, religion or sex. Nonetheless, participation in divisions of tournaments and other events may be restricted on the basis of sex or age.

Section 4 – Dues and Voting Rights

The Board of Directors establishes the membership dues and has the responsibility of reviewing and or changing the dues on an annual basis.

In order to vote, a member must be over the age of eighteen (l8). Couples and Family members are entitled to individual votes for the election of a Board member.

Section 5 – Membership Meetings

The annual membership meeting of the corporation shall be held on a date fixed by the Board of Directors prior to December 31st. The Secretary shall cause to be mailed/emailed to every member in good standing at his address as it appears on the membership roll book of the corporation a notice stating the time and place of the annual meeting.

The presence at any membership meeting of not less than five (5) percent of the voting members shall constitute a quorum and shall be necessary to conduct the business of the corporation; however, a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by the By-laws and the secretary shall cause a notice of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as set forth shall be required at any adjourned meeting.

A membership roll showing the list of members as of the record date, certified by the Secretary of the corporation, shall be produced at any meeting of members upon the request of any member who has given written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll, who are full members, shall be entitled to vote at the meeting.

Section 6 – Special Meetings

Special meetings of the corporation may be called by the Directors. The Secretary shall mail/email a notice of such meeting to all members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present.

Section 7 – Fixing Record Date

For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than fifty days prior to any other action.

Section 8 – Action by Members Without a Meeting

Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote.

Section 9 – Order of Business

The order of business at all meetings of members shall be as follows:

Attendance taken
Quorum Present
Approval of the minutes of the preceding meeting
President’s Report
Treasurer’s Report
Committees’ Reports
Old business
New business
Other business
Adjournment

Section 10 – Removal of Members

Any member, who violates any of the By-laws or rules of the corporation, or whose conduct while using the facilities maintained by the corporation, shall in the opinion of the Board of Directors of the corporation be considered detrimental to the welfare of the corporation, may be suspended or expelled from membership by a vote of two-thirds of the entire Board of Directors, after due notice to such member and the giving to him of an opportunity to be heard.

ARTICLE IV – MEETINGS OF THE BOARD OF DIRECTORS

Section 1 – Frequency

The Board shall meet at least six times per year at an agreed upon time and place.

Section 2 – Special Meetings

Special meetings may be called by the Chair of a committee, the President of the Board or one third of the Board Members. Notices of special meetings shall be sent out by the Secretary to each Board Member at least two weeks in advance.

The Board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

Section 3 – Annual Meeting

An Annual Meeting prior to December 31st of each year shall be set by the Board, who will determine the time and place, for the purpose of electing a new set of Directors or election of current Directors to another term. This meeting should have all reports on the activities of the club and determine the direction of the club for the coming year. At the first meeting of the Board of Directors following the annual meeting, the officers for the coming year will be elected by the Board.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

Section 4 – Notification

A mailed or e-mailed notice of each meeting shall be given to each member of the Board, not less than ten days prior to a meeting.

ARTICLE V - DIRECTORS

MANAGEMENT OF THE CORPORATION
The affairs, corporate powers, business and concerns of the corporation shall be managed and controlled by the Board of Directors which shall regulate all matters of policy and expenditures of funds. The Board shall have up to 13 but not fewer than 7 members. Each Director shall be at least nineteen years of age. The Board receives no compensation other than reasonable expenses.

ELECTION AND TERM OF DIRECTORS
At each annual meeting of members the membership shall elect Directors to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which (s)he was elected and until his/her successor has been elected and shall have qualified, or until his/her prior resignation or removal.

All Board members shall serve one-year terms but are eligible for re-election for up to six consecutive terms. A previous member may be nominated again after a one year expiration of their last term.

INCREASE OR DECREASE IN NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by vote of a majority of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.

NEWLY CREATED DIRECTORSHIPS AND VACANCIES
When a vacancy on the Board exists mid-term, the remaining Board Members may appoint a temporary replacement or the vacancy may be left unfilled until the next election unless the Board is reduced by a number that renders it ineffective for conducting business. A director appointed to fill a vacancy caused by resignation, death or removal shall be appointed to hold office only for the unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS

Any or all of the directors may be removed for cause by vote of the members or by action of the Board. Directors may be removed without cause by a vote of two-thirds of the remaining directors.

RESIGNATION/TERMINATION
Resignation from the Board must be in writing (electronic resignations are acceptable). Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the board. The acceptance of the resignation shall not be necessary to make it effective.

A Board member shall be terminated from the Board for excess absences if s/he has three unexcused absences from Board meetings in a year.

QUORUM OF DIRECTORS
Unless otherwise provided in the certificate of incorporation, forty per cent of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.

ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote.

EXECUTIVE AND OTHER COMMITTEES
The Board by resolution adopted by a majority of the entire Board may designate from among its members an Executive Committee consisting of two or more Directors. Committees, other than the Executive Committee may be formed, shall serve at the pleasure of the Board and are required to report to the Board as requested.

ARTICLE VI - OFFICERS

OFFICES, ELECTION, TERM

1 – Offices/Term

Unless otherwise provided for in the certificate of incorporation, the members may elect a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided. Some of the offices may be combined, e.g. Vice President/Secretary or Secretary/Treasurer with the approval of the Board.

All officers shall be elected to hold office until the annual meeting of members. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected and qualified.

2 - Election Procedures

Any member of the Club or Board may nominate a candidate to the slate of nominees. All Club members will be eligible to vote on the list of candidates. Members of the Board will be determined by persons receiving the highest number of votes.

OFFICERS OF THE BOARD

1 - President

The President shall be the chief executive officer of the corporation; (s)he shall preside at all meetings of the members and of the Board; (s)he shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board are carried into effect.

The President shall convene the regularly scheduled Board meetings and preside or arrange for another officer to preside at each meeting in the following order: Vice President, Secretary, Treasurer.

2– Vice Presidents

During the absence or disability of the President, the Vice-President, or if there are more than one, the executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe.

3 - Treasurer

The Treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the Directors may elect. When duly authorized by the Board of Directors, (s)he shall sign and execute all contracts in the name of the corporation, when countersigned by the President; (s)he shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by either the President, Vice-President, Secretary or other Board member if over the amount of one thousand dollars ($1,000.00). (S)he shall at all reasonable times exhibit his/her books and accounts to any Director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, (s)he shall have an audit of the accounts of the corporation made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the members, at such time (s)he shall also present an annual report setting forth in full the financial conditions of the corporation.

The Treasurer shall make a report at each Board meeting or in his/her absence, arrange for another officer to present the report. The Treasurer must develop and review fiscal procedures. The Treasurer shall assist in the preparation of the budget, present an annual budget to the Board, keep a record of the members and dues paid and make all financial information available to the Board members. The fiscal year shall be the calendar year. Financial reports are required to be mailed/emailed to the Board one week prior to the regularly scheduled meeting showing income and expenditures for the current month and year to date.

4 – Assistant Treasurer

During the absence or disability of the Treasurer, an Assistant Treasurer designated by the board, shall have the powers and functions of the Treasurer and will assist the Treasurer as requested.

5 - The Secretary shall keep the minutes of the Board of Directors and also the minutes of the members’ annual membership meeting. (S)he shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the Board of Directors. (S)he shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct; (s)he shall attend to such correspondence as may be assigned to him/her, and perform all the duties incidental to his/her office. (S)he shall keep a membership roll containing the names, alphabetically arranged of all persons who are members of the corporation, showing their places of residence and the date when they became members, and status as full or participating members.

Sureties and Bonds

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE VII - SEAL

The seal of the corporation shall be as follows:

ARTICLE VIII - CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE IX - AMENDMENTS

The By-laws may be adopted, amended or repealed by a two thirds vote of the voting members at the time they are entitled to vote in the election of Directors. By-laws may also be adopted, amended or repealed by the Board of Directors but any by-law adopted, amended or repealed by the Board may be amended by the members entitled to vote.

If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-laws so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE X - DISOLUTION

The dissolution or other termination of the Corporation shall be in accordance with the laws of the State of New York as defined in Section 102 (a) (5) of the Not-for-Profit Corporation Law or any equivalent section which may be in effect at that time. Upon dissolution or termination, the assets of the Corporation shall be disposed of in accordance with the same section.

CERTIFICATION

These Bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on ____________________

Secretary_________________________________________________Date_______