Bylaws of the

Virginia Beach Tennis Patrons Association

I

Purpose

The corporation is organized and shall at all times be operated on a non-profit basis, exclusively for charitable and educational purposes, namely, the promotion of social welfare in combating juvenile delinquency in and about Virginia Beach, through the promotion of amateur tennis; encouraging, coaching and instructing junior players and others for the purpose of improving and developing their capabilities as tennis players and citizens; organizing and managing tennis tournaments and exhibitions; cooperating with other recognized associations for the promotion of amateur tennis; and generally promoting sportsmanship, recreation and health in the community.

II

Members

Membership in the association shall be open to any individual, firm or corporation in accordance with the Articles of Incorporation, upon approval of the Board of Directors after application submitted in form satisfactory to the Board. 

1. Withdrawals - Any member may withdraw from membership at any time upon written notice to the secretary.  Upon such withdrawal, no part of his contribution to the Association shall be refunded.
2. Termination - The Board of Directors may terminate any membership by the vote of 3/4's of the membership of the Board, if it be of the opinion that;

(a)  Such member has neglected or refused to abide by the Articles of Incorporation or the bylaws of the Association, or

(b)  Such member has neglected or refused to perform any obligation for which he has accepted responsibility.

The secretary shall give timely notice to such member of the default alleged and of the meeting of the Board of Directors at which such default will be considered.  Such member will be entitled to appear before the Board and be heard.   If, after such hearing, the membership is terminated, an apportioned amount of his current annual contribution shall be refunded upon his request.

Any membership will be automatically terminated upon failure to make the annual contributions provided for that class of membership within 60 days after same shall be due as provided in the bylaws.

3. Classes - There shall be three general classes of members, as follows:

(a)  Active - Those individuals accepted by the Board who have contributed not less than $10 to the Association during the current 12 month period.

(b)  Sponsor - Those firms, individuals or corporations accepted by the Board which have contributed not less than $25 to the Association during the current 12 month period.

(c)   Life/Honorary - Those individuals, determined by the Board to have made an outstanding monetary, property or services contribution, in a particular year or over a period of years, and to have shown themselves unusually interested in the purposes of the Association

4. Dues - The contributions for the various classes of membership shall fall due on April 1st of each year and shall cover the succeeding 12 month period..
5. Meetings - The annual meeting of the membership shall be held in October of each year on a date set by the President.  Special meetings of the members may be called at any time by the President or by majority vote of the Board.

(a)  Notice- written notice shall be mailed by the secretary to each member listed on the membership rolls at least 10 days prior to each annual meeting.  Reasonable notice under the prevailing circumstances shall be given prior to any special meeting.

(b)  Quorum - 16 members present in person shall constitute a quorum for the transaction of business.

(c)   Voting - Each Active, Sponsor, and Life member shall be entitled to one vote in the election of directors of the Association.  The vote of the majority of the members present at a meeting and entitled to vote shall be sufficient to decide any matter before the membership.  Voting may be by voice or show of hands, but upon request of any member shall be by secret ballot.

(d)  Order of business at Annual Meeting - The order of business at any annual meeting shall be substantially as follows:

1.  Call to order

2.  Proof of notice of meeting and quorum

3.  Reading of minutes of last meeting of members

4.  Reports of Officers

5.  Reports of Committees

6.  Old Business

7.  Report of nominating committee and nominations from floor for directors

8.  Election of directors

9.  New Business – good and welfare

III

Directors

The affairs of the Association shall be managed by a Board of Directors consisting of 16 members, one of whom shall be a junior member, elected by the membership at its annual meeting.  The directors shall serve for a period of one year or until their successors be duly elected.  The same individual may serve any number of consecutive terms.

1. Meetings - The Board of Directors shall meet within 10 days after each annual meeting of the membership for the purpose of organization and election of officers, and shall meet at least 3 other times during each 12 months, at such times and places as the notice of meeting shall designate.  The President of the Association shall serve as Chairman and preside at all meetings.   The Secretary of the Association shall be responsible for giving each director at least 5 days written notice of the meeting and shall record the minutes of the Board meetings. The directors may waive the notice of meeting herein provided.
2. Quorum - 8 directors present in person shall constitute a quorum for the transaction of all business.  A majority vote of those present shall be sufficient for any action not requiring a greater vote by the provision of these bylaws.
3. Executive Committee - The Executive Committee shall consist of the Officers of the Association and shall have and exercise such authority as the Board of Directors may from time to time designate to it.  The Executive Committee shall meet upon call of the President.
4. Committee Chairman – Standing Committee Chairman shall be appointed by the President to include but not limited to:  Membership, League, Tournament, Junior Development, Social, Publicity, and Special Projects.
5. Trustees - The President, with the consent and advice of the Board of Directors, may from time to time appoint Trustees of the Association to serve a term concurrent with that of the President.  Trustees may be elected from within or without the membership on the basis of their interest in or services to the Association and shall perform such advisory duties as the Board of Directors may direct.

IV

Officers

The Officers of the Association shall be elected by the Board of Directors, and the President and all Vice-Presidents shall be elected from the membership of the Board.  All other officers may be elected either from the membership of the Board or from the Association at large. The Officers shall consist of a President, one or more Vice-Presidents, a Secretary and a Treasurer.  The Offices of Secretary and Treasurer may be held by the same person at the discretion of the Board of Directors.

1. Election - The Officers of the association shall be elected by the Board of Directors at the first meeting thereof following the annual meeting of the membership each year.
2. Duties -

(a)  President - The President shall be the chief executive of the Association; shall preside at all meetings of the membership and of the Board of directors; shall perform those duties customary of a President together with such additional duties as may from time to time be prescribed by the Board.  The President will appoint Committee Chairmen as necessary.

(b)  Vice-President - The Vice-President (and if there be more than one, such one as may be designated by the Board of Directors as Vice President-elect) shall perform all duties of the President in the absence of the President or in the event of a vacancy in that office, together with such other duties as may from time to time be prescribed by the President or by the Board of Directors.  If there is more than one Vice President, one shall be designated as Vice President-elect and should be prepared to succeed the President for the following year.

(c)   Secretary - The Secretary shall give notice of all meetings of members and directors, keep the minutes of such meetings, and generally be in charge of the records of the Association, together with such other duties as may from time to time be prescribed by the Board of Directors.  In the absence of the Secretary, the duties shall be performed by such person as the President may designate.

(d)  Treasurer- The Treasurer shall collect and account for all contributions and other receipts to the Association, and shall disburse therefrom as directed by the Board, and shall keep accurate records of all transactions, and shall report to the members and the Board at each regular meeting the financial condition of the Association.  He shall deposit in such bank as the Board may designate all funds of the Association and shall disburse only check drawn on such account.  The Treasurer should prepare a budget for approval by the Board of Directors.  Request for any expenses not listed on the budget and in excess of $250.00 should be tabled until the next meeting.  In the absence of the Treasurer, the duties shall be performed by such other person as the President may designate.

3. Removal - Any officer may be removed from office at any time, with or without cause, and successor elected at the same time, by the vote of 8 or more Directors at any regular or special meeting of the Board, and without the requirement of a hearing.

V

Nominating Committee

Not later than September 15 of each year the President shall appoint a nominating committee of 5 members of the Association to report at the annual meeting of the membership with it recommendations for persons to serve as directors of the Association for the next 12 months.  In the election of directors of the Association, nominations in addition to those of the committee shall be accepted from the floor.

VI

Compensation

No officer or director shall be entitled to any compensation for his duties as such.  The Association shall pay the reasonable expenses of any member, officer, or director incurred in the performance of duties, upon the approval by the Board of Directors (to include travel reimbursement at the current IRS rate).

VII

Amendment

The power to alter, amend or repeal any provisions of these bylaws, or of the Articles of Incorporation, in whole or in part, shall be in the Board of Directors.  Such alterations, amendments or repeal shall be authorized only by vote of 8 or more Directors at any regular or special meeting of the Board of Directors.