BYLAWS OF SPG TENNIS CLUB

Adopted June 1, 2003

 ARTICLE I

NAME, LOGO AND ADDRESS

1.01 Name:  The name of this club is “SPG TENNIS CLUB”, hereafter referred to as “SPG”.

1.02 Logo:  The logo of the club shall be square in form and shall bear crossed tennis racquets with the inscription "SPG TENNIS CLUB” on its lower edge. The Board of Trustees may change the form of the logo or the inscription by a two-thirds vote of the Board at any constituted meeting.

1.03 Club Address: The address of the club shall be the address of the current Treasurer of the club.

ARTICLE II

PURPOSE AND OBJECTIVE

2.01 Purpose:  The purpose of the club is to provide an opportunity for adults 18 and over to meet, play tennis, socialize, and receive instruction in tennis.

2.02 Objective:  Recognizing that a healthy organization must attract new members on an ongoing basis, SPG is committed to stimulating and maintaining both growth and active participation of its membership. 

 ARTICLE III

MEMBERS OF THE CLUB

3.01 Membership:  Membership is open to all tennis-playing adults 18 and over who can demonstrate proficiency in all tennis strokes.

3.02 Voting:  Only members who have paid their current membership may vote.

3.03 Requirements for Membership:  All applicants for membership shall complete an application form provided by SPG.  The applicant will be informed that SPG is a non-profit “working” group and, upon becoming a member, the applicant will need to contribute his/her time to the running of SPG.

3.04 Termination of Membership:  Members may be removed from membership for cause by a two-thirds vote of the Board of Trustees.  For any cause other than non-payment of dues, removal shall occur only after the member has been advised of the reason and has been given the opportunity to appeal at the next regular meeting of the Trustees.  At that time, the Trustees will vote and a two-thirds vote of the Trustees present is required to uphold the Trustees’ decision.

3.05 Election to Office:  Any member in good standing shall be eligible for nomination and election to any elective office unless otherwise restricted by the Bylaws.

ARTICLE IV

DUES

4.01 Annual Dues:  Members shall pay an annual fee which shall be payable on or before April 1.  Trustees will establish the amount of dues, and members will be notified before February 15.  The fee for new memberships accepted after September 15 of the current calendar year will be one half (1/2) the regular annual fee established by the Board of Trustees. The Trustees will handle members’ hardship cases (inability to pay dues) on an individual basis in a confidential manner.

4.02 Reserve:  A reserve shall be retained for advance payment of U.S. Open tickets and a contingency reserve maintained to cover unexpected costs such as unanticipated increases in outdoor court costs, costs associated with finding new courts, etc.  The Treasurer shall review costs and prepare a budget for the following year on or about July 1 of each current fiscal year for presentation to the Board for their approval.

ARTICLE V

TRUSTEES AND CLUB POWERS

5.01 Trustees:  A Board of Trustees shall govern SPG.  Each Trustee shall be elected in the manner specified by Article VI.

5.02 Club Powers:  The Trustees, serving as a Board of Trustees, except to the extent specifically provided otherwise by these Bylaws, shall exercise all the powers of SPG.

5.03 Responsibilities of Trustees:  The Trustees shall have responsibility to supervise, control, and direct the affairs of SPG, its committees and publications, and shall carry out its objectives and supervise the disbursement of its funds.  The Trustees shall adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

5.04 Authorization of Expenditures:  No individual Trustee may incur expenses on behalf of the club, other than for normal operation (annual budget) of SPG, without prior approval at a regular meeting by a quorum of the Board of Trustees.

ARTICLE VI

TERM AND ELECTION OF TRUSTEES

6.01 Term of Election and Classification:  All Trustees shall be elected for two-year terms.  The Trustees shall be divided as nearly as possible into two classes, designated as Class 1 and Class 2.  Class 1 and 2 Trustees shall be elected in alternate years, so that every Board shall contain members who have served the prior year.  At the end of the first term a Trustee is eligible to run for another two-year term.

6.02 Term of Election and Assumption of Office:  Trustees shall be elected at the annual meeting of SPG, which shall take place in December unless the Trustees shall designate a different time.  Trustees shall assume office at the regular meeting of the Board of Trustees, which follows their election.

6.03 Expiration of Term and Leaving Office:  The term of each Trustee shall expire at the close of the annual meeting at the end of that Trustee’s term; provided, however, that a Trustee shall remain in office beyond the expiration of the Trustee’s term until such time as a successor shall be duly elected and shall have assumed office.  In the event of death, disability, disqualification, removal or resignation, the Trustee’s term shall expire immediately upon the happening of such event and receipt of notice by the Board of Trustees.

6.04 Removal of Trustees:  Any Trustee of the club may be removed from office for cause by an affirmative vote of two-thirds of the full Board of Trustees as constituted by these Bylaws.

6.05 Vacancies:  The Board of Trustees, after consultation with the Nominating Committee, may fill any vacancy among the Trustees, including a vacancy caused by death, disability, removal, resignation, ineligibility, or otherwise, by appointing, by vote of two-thirds of the Trustees present and voting, a successor Trustee to serve the remainder of the vacant Trustee’s term.  Any person elected to fill a vacancy on the Board of Trustees shall hold office until the next general election.

ARTICLE VII

MEETINGS OF MEMBERS AND TRUSTEES

7.01 Annual Meetings:  The annual meeting of the members of the club for the election of Trustees and for the transaction of such other business as may properly come before the Board shall be held in the fourth quarter of each calendar year traditionally following a club function, or at such other time as the Board of Trustees shall designate.

7.02 Regular and Special Meetings of the Trustees:  Regular meetings of the Trustees of the club shall be held monthly on such dates and at such times as the Board of Trustees may determine.  Special meetings of the Trustees shall be called as required, on notice to the Trustees as required by Section 7.04.  At any such meetings, a quorum shall consist of over fifty per cent (50%) of the Trustees.  Where a quorum is present, a majority of those Trustees present shall be sufficient to transact business.

7.03 Special Meetings of the General Membership:  Special meetings of the general membership may be called by the Trustees at any time, or shall be called upon receipt of a written request by ten percent (10%) of the members.  Such meetings shall be held within thirty (30) days after the filing of such request with the Secretary.

7.04 Notice of Meetings:

a.  Notice of the time, place, and purpose or purposes of annual, regular, or special meetings shall be given or served upon each person who appears on the membership roster of SPG. The notice can be communicated using but not limited to regular mail, club website, e-mail, fax or by telephone. 

b. Written notice of any General Meeting shall be communicated to each member at least thirty (30) days prior to the date of the meeting.  Such notice shall solicit proposals to be presented to the membership for discussion and/or vote.  Such proposals must be submitted by the general membership in writing at least fifteen (15) days prior to the meeting.  The Trustees shall communicate a written notice of all issues to be voted upon verbatim to the membership seven (7) days in advance of the meeting.

c.  Notice of Special Meetings will be handled in accordance with Sec. 7.04 (a) above, at the discretion of the Trustees.  No business shall be transacted at any special meeting other than the business set forth in the notice.

7.05 Quorum:  At any General or Special Meeting of members, a quorum shall consist of fifteen percent (15%) of all members and three members of the Board of Trustees.

7.06 Voting:  At all meetings of SPG, each member shall have one (1) vote, and may take part and vote in person only.  Unless otherwise specifically provided by these Bylaws, a majority of those members present shall govern.

7.07 Extraordinary Proposals:  Extraordinary proposals may be offered to the members for a vote using the same communications format as described in Sec. 7.04 (a) at the discretion of the Trustees unless the proposal is endorsed by twenty percent (20%) of the members in which case the Trustees’ approval shall not be necessary.  On any vote, no less than fifty percent (50%) of all members shall cast a ballot to constitute a valid action, and a majority of those voting shall determine the action unless otherwise required by these Bylaws.

7.08 Emergency Rescheduling:  The Board of Trustees may reschedule any meeting in an emergency.

7.09 Rules of Procedure:  The meetings and proceedings of SPG shall be regulated and controlled according to Roberts Rules of Order.

ARTICLE VIII

OFFICERS

8.01 Officers; Terms; Election: The officers of the club shall consist of Co-Chairpersons, a Secretary, a Ladder Secretary, and a Treasurer, all of whom shall be Trustees.  Any person may hold only one office.  All officers shall be elected annually at the first regular meeting of the Trustees after the annual meeting of the members, and shall hold office until their successors are duly elected and assume office.

8.02 Vacancies: In case any office of the club becomes vacant by death, resignation, retirement, removal, disqualification, or any other cause, the Board of Trustees may elect an officer to fill such vacancy after consultation with the Nominating Committee, and the officer so elected shall hold office and serve until the later of the annual election of officers or the date his or her successor is elected and assumes office.

8.03 Chief Executive Officers:  The chief executive officers of SPG shall be Co-Chairpersons.  One of the Co-Chairpersons will have served on the Board previously.  One of the Co-Chairpersons shall preside at all meetings of the Board.  The Co-Chairperson shall serve as members ex officio, with right to vote on all committees except the Nominating Committee, and shall make all required appointments to standing and special committees with the approval of the Trustees.  The Co-Chairpersons shall communicate to the members on such matters and make such suggestions as may tend to promote the welfare of SPG. 

The Co-Chairpersons shall perform whatever duties are necessary to carry out the affairs of the chair or as the Board of Trustees may prescribe. The Co-Chairpersons, with approval of the Board of Trustees, shall appoint such committees, subcommittees, or task forces as are necessary and are not in conflict with other provisions of these Bylaws.

If neither Co-Chairperson is available to conduct any properly constituted meeting of SPG the Secretary will assume the duties of the Co-Chairpersons at that meeting.

8.04 Secretary:  The Secretary shall be responsible for the proper recording of proceedings of meetings of SPG, and shall perform such other duties as are incidental to the office of Secretary.

8.05 Ladder Secretary:  The Ladder Secretary shall be responsible for the proper recording of ladder status and challenges and the preparation of an official copy of the ladder to be mailed to all members.  Any questions concerning the ladder shall be handled by or delegated by the Chair, with approval of the Board of Trustees, if necessary.

8.06 Treasurer:  The Treasurer shall be responsible for receiving and the safekeeping of all funds and shall be authorized to make necessary expenditures to cover the normal operations of SPG.  The Board of Trustees must approve special expenditures.   The Treasurer shall establish proper accounting procedures, and shall perform all duties incidental to the office, including a monthly report to the Trustees and written reports to the regular membership at intervals to be established by the Trustees.  At the end of each fiscal year, the Treasurer shall prepare an annual financial report, which may be subject to audit, and shall submit it to the Board of Trustees, and shall also comply with all club-reporting requirements.  At the expiration of the Treasurer’s term of office, all books, money and other property shall be delivered over to the elected successor, or to the Co-Chair.

8.07 A description of the duties and any records of officers and committees shall be kept in a notebook along with pertinent papers to be used as needed and passed on as a reference to future chairpersons.

ARTICLE IX

COMMITTEES OF THE BOARD OF TRUSTEES

9.01 Committees:  Committees of the Board of Trustees shall consist of Newsletter, Publicity, Parties, Special Events, Tournaments, Training, U.S. Open event, and such other committees as the Board of Trustees may from time to time authorize by resolution.  In addition, the Co-Chairpersons or the Trustees may from time to time create special and/or temporary committees and define their powers and duties.

9.02 Appointment:  At the first meeting of the Board of Trustees, committee chairpersons shall be selected from among the Board of Trustees elected by the membership.

9.03 Nominating Committee:  The Nominating committee shall consist of two Trustees, one of whom is the Co-Chairperson whose term is expiring, and at least two members from the general membership to be selected and approved by the Trustees, either from a list of volunteers or by reviewing the membership list.  One member of the Nominating Committee shall be one of the immediate past Co-Chairpersons.  If any member of the Nominating Committee shall resign, or otherwise be unable to fulfill his/her duties, the Co-Chairpersons shall appoint a successor, with the approval of the Board of Trustees.  No member of the Nominating Committee shall be eligible to be nominated for any position while serving as a member of the Nominating Committee.

9.04 Nominating Committee Procedures:  At least thirty (30) days prior to the annual election meeting, the Nominating Committee shall conduct a campaign for volunteers by those methods indicated in Sec. 7.04 (a) to all of the membership.  The Nominating Committee shall arrange for and conduct the election meeting with the approval of the Board of Trustees.  Each member present will have one (1) vote to cast for the number of seats open; i.e., five (5) seats open, members casts five (5) votes.  Any person nominated shall have given prior consent to the nomination and shall serve if elected.

9.05 Replacement of Committee Chairpersons:  Whenever warranted, duties of any Committee Chairpersons may be delegated to another Trustee.

ARTICLE X

AGENTS AND REPRESENTATIVES

10.01 Authority:  The Board of Trustees may appoint such agents and representatives of the club with such powers and to perform such acts or duties on behalf of the club as the Board of Trustees may see fit, so far as may be consistent with these Bylaws, and to the extent authorized.

ARTICLE XI

CONTRACTS AND ADMINISTRATION OF FUNDS

11.01 Agency:  The Board of Trustees, except as these Bylaws otherwise provide, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of or on behalf of the club, and such authority may be general or confined to a special instance.

ARTICLE XII

FISCAL YEAR

12.01 Fiscal Year:  The fiscal year of the club shall be the calendar year.

ARTICLE XIII

INDEMNIFICATION AND LIABILITY

13.01 Indemnification by Club:  The club shall indemnify any present or future Trustee, officer, or “club agent”.

13.02 Liability of Trustees, Officers, and Volunteers:  Any present or future Trustee or officer of the club shall not be liable for damages resulting from the exercise of judgment or discretion in connection with the duties of such office unless the actions evidence a reckless disregard for the duties imposed by the position.  Any person who at present or in the future provides volunteer service or assistance to the club shall not be liable in any actions for damages as a result of such person’s acts of commission or omission arising out of and in the course of rendering the volunteer service or assistance, unless such damage is caused by such person’s willful, wanton or grossly negligent act of commission or omission or as the result of such person’s negligent operation of a motor vehicle.

ARTICLE XIV

DISSOLUTION

14.01 Dissolution of Club:  Upon the dissolution of the club, the assets of the club shall be distributed to the members, after all of the liabilities and obligations of the club have been paid.  After the payment of such liabilities and obligations, the assets of the club shall be distributed to the members in good standing based on pro rated dues for that year, e.g., new members for half-season versus full-season members.

ARTICLE XV

AMENDMENTS

15.01 Amendments to Bylaws: These Bylaws may be amended only by affirmative vote of two-thirds of all members present at a general meeting.  Any proposed amendments shall be specified in the notice of the meeting of the association, as provided in Article VII of these Bylaws