Saturday, September 04, 2010

ATC Bylaws

AUSTIN TENNIS CLUB (ATC) BYLAWS

ARTICLE I - MEMBERSHIP

Section 1. Eligibility
- Membership in ATC shall be open to all interested persons aged 18 or older who share ATC’s mission and purpose.
Section 2. Full Membership
- Full Members are those who pay annual dues as established by the Board of Directors and complete a signed membership application waiving any claims against ATC for possible injuries or damages resulting from ATC activities. Unless otherwise specified, references in the ATC Constitution and these Bylaws to "member(s)" or "the membership" shall refer to Full Members only.
Section 3. Associate Membership
- All players participating in the Heart of Texas Classic but who are not Full Members of ATC shall become Associate Members of ATC for the purpose of participation in the Heart of Texas Classic, upon payment of tournament fees and submission and acceptance of a signed and completed tournament application form. Associate members are entitled to any additional privileges as the Board of Directors may specifically grant, but are not entitled to vote in ATC elections or receive other general benefits and privileges of full ATC membership.
Section 4. Good Standing
- Good Standing in ATC shall be based upon (1) having paid the currently assessed dues, (2) agreeing to abide by the rules and regulations set forth in these Bylaws, and (3) being current in any other financial obligations owed to ATC.
Section 5. Dues
- A. Dues, as well as any initiation fees, are to be set by the Board. Dues are payable on an annual basis, and must be paid in full on or before January 31 of each year. For any new member joining during a calendar year, dues may be prorated by decision of the Board of Directors. If a renewing member does not pay dues on or before January 31, that member shall not be considered a member in good standing until the dues are paid.
- B. Any member may apply to the Board for inactive status and relief from dues. Unless such status is granted, a member who renews during a calendar year must pay for that entire year. For example, a 2005 member who does not renew until June 2006 must pay all dues for 2006.
- C. In special cases some members will be granted "honorary" memberships, free of any dues, in exchange for significant contributions to ATC. Such honorary memberships are granted by Board vote. Any member may suggest a candidate for honorary membership.
Section 6. Voting
- Each full member is entitled to one vote on any matter submitted to membership vote.
Section 7. Use of ATC Name and Symbols
- The name, symbols, and logos of ATC may be used only with the express written permission of the Board of Directors.
Section 8. Removal for Cause
- Any Full or Associate Member who intentionally or recklessly misrepresents ATC, or who is guilty of any act that harms the mission and purpose of ATC, may be expelled upon two-thirds vote at a Board meeting. At least ten (10) days before the Board meeting at which any Full or Associate Member will be reviewed for possible expulsion, the member must be notified that the discussion will be held, and the member must be given an opportunity to defend himself or herself at the Board meeting. The Board shall refund any unused portion of the annual dues of any Full Member who is expelled, less any financial obligations that the member may owe to ATC.

ARTICLE II - BOARD OF DIRECTORS

Section 1. Composition
- There shall be a Board of Directors composed of the Officers of ATC.
Section 2. Management
- The affairs of ATC shall be managed by the Board of Directors. The Board shall have general responsibility for affecting the purpose and executing the powers of ATC as expressed by the Membership, and have general management and control of ATC's assets.
Section 3. Regular Meetings
- The Board of Directors shall specify one regular meeting of the Board per month. However, by majority vote, the Board may decide not to meet in any given month, provided that the Board does not skip two consecutive months or more than three months in any calendar year. The Board may not skip the January or February meeting. All members of ATC and of the Board shall be notified of the time, date, and location of each meeting at least ten (10) days in advance. All Board meetings shall be open to the general membership. Non-members may attend Board meetings at the invitation, or with the consent, of the President, who shall ensure that their participation is limited to the purpose of their visit.
Section 4. Special Meetings
- Special Board Meetings can be called by the President or Vice President as needed.
Section 5. Board Decisions/Quorum
- The Board shall consider ATC matters and present issues to the membership for votes, as necessary. A quorum shall be necessary for all Board action. A quorum of the Board of Directors shall consist of a majority of Board Members. Board decisions will be made by majority vote. Email votes on urgent matters that cannot wait until the next Board meeting are allowed. A Board member proposing an email vote shall circulate an email to all Board members, describing the proposed decision and requesting a vote thereon. A Board decision by email vote shall be made only if a two-thirds majority of the Board votes "aye" by reply email to all Board members by the end of three business days after the day on which the vote request is circulated.
Section 6. Specific Board Responsibilities
- A. First-Meeting Responsibilities
  - The newly elected Board shall hold its first meeting before the end of January. At its first meeting the Board shall conduct the following business, unless good cause exists to postpone action on any item:
    - (1) Review ATC's financial status;
    - (2) Review the current-year budget adopted by the outgoing Board, or adopt a current-year budget if none was adopted by the outgoing Board;
    - (3) Appoint ATC's Gay and Lesbian Tennis Alliance ("GLTA")Representative;
    - (4) Appoint Director(s) of the Texas Cup team;
    - (5) Select a day and time (e.g., second Wednesdays at 7 p.m.) for the monthly Board meetings for the remainder of the year;
    - (6) Conduct such other business as is necessary or advisable.
- B. Other Deadlines for Board Action
  - The Board shall also fulfill the following duties on the following timeframes:
    - (1) At its February meeting, the Board shall review the prior Board's proposed annual budget and either amend or affirm its contents;
    - (2) Not later than July, the Board shall appoint Tournament Director (s) for the following year’s Heart of Texas Classic;
    - (3) Not later than November, the Board shall adopt a budget for the following fiscal year.
Section 7. Roberts Rules of Order
- All procedural questions not addressed in this document shall be governed by Roberts Rules of Order.

ARTICLE III – ELECTIONS

Section 1. General Provisions
- Members of the Board shall be elected by a vote of the members.
- Board Elections shall be called by the Nominations Committee at least once per calendar year. There are no limits on the number of terms that a Board member may serve. The Nominations Committee shall be appointed by the Board, and shall consist of three (3) ATC members in good standing who are not candidates in that year's election. However, a member of the Nominations Committee may, prior to the close of nominations, resign from that Committee in order to seek election to the Board.
Section 2. Nominations
- The Nominations Committee shall accept the nomination of any consenting ATC member in good standing. Nominations shall be submitted to the Nominations Committee between November 1st and November 15th to appear on the ballot, a third-party nominee must accept his or her nomination on or before November 15th.
Section 3. Election Procedures
- Elections shall take place under the supervision of the Nominations Committee and the Board, in as fair a manner as possible. Only ATC members in good standing may vote, and each member may vote only once. On or about November 16th, the Nominations Committee shall circulate the slate of candidates to all ATC members by email, and shall accept email votes until the day before the annual end-of-year event and membership meeting. Any ATC member who has not voted by email before the end-of-year event and membership meeting may vote by secret ballot at that event. The Nominations Committee shall endeavor to tabulate and announce the election results at that event.
Section 4. Vote Tabulation
- The winning candidate for any office is the candidate who receives the most votes. The winning candidate need not receive a majority of votes cast. If a tie among two or more candidates must be broken, the Nominations Committee shall break the tie by drawing playing cards from a standard 52-card deck, aces high. The tiebreak process shall take place at the annual end-of-year event and membership meeting or at the first Board meeting after that event.
Section 5. Term of Office
- All officers shall serve one-year terms, unless removed for cause. Newly elected officers will assume their positions on January 1st and outgoing officers shall counsel and advise incoming officers regarding the status of prior activities, current programs, and future plans. All files, records, documents, equipment, supplies, and other ATC property maintained by outgoing Board members shall be turned over to their successors.
Section 6. Removal for Cause
- Any Board member or other appointed official who is deemed negligent in the performance of his or her duties, or who intentionally or recklessly misrepresents ATC, or who is guilty of any act that harms the mission and purpose of ATC, shall be removed from office upon two-thirds vote at a Board meeting. At least ten (10) days before the Board meeting at which any Board member or appointed official will be reviewed for possible removal, the Board member or appointed official must be notified that the discussion will be held, and the Board member or appointed official must be given an opportunity to defend himself or herself at the Board meeting.
Section 7. Vacancies
- Any vacancy on the Board can be filled by majority vote of the remaining Board members. Any such specially elected officers shall serve out the remainder of the office to which they have been elected.

ARTICLE IV – OFFICERS

Section 1. Positions
- The Board of Directors of ATC shall be composed of the following positions:
  - President
  - Vice President
  - Secretary
  - Treasurer
  - Membership Director
  - Website & Communications Director
  - Competitive Tennis Director
  - Ladder Director
  - Social Activities Director
Section 2. Duties
- The duties of the Board members shall consist of the following:
  - A. General Duties
    - (1) Familiarity with the ATC Constitution and with these Bylaws.
    - (2) Conduct of day-to-day ATC business.
    - (3) Preservation and development of the assets of ATC.
    - (4) Representation of ATC in a positive manner.
    - (5) Regular attendance at Board meetings.
  - B. Specific Duties
    - The following is a non-exclusive list of duties for individual officers.
      - (1) President - The President shall be Chief Executive Officer of ATC. He or she will preside at General Membership and Board meetings, call for Board meetings, preserve order, form committees and appoint committee chairmen as required, call committee meetings, and see that the officers and committees perform their respective duties. The other Board members shall report to the President.
      - (2) Vice President - The Vice President shall assist the President in the performance of his or her duties and shall exercise the powers of the President in his or her absence or in the case of the President's death, removal, or resignation. The Vice President shall oversee working committees as designated by President and the Board, and shall conduct an annual inventory of capital assets.
      - (3) Secretary - The Secretary shall record all minutes at general membership and Board meetings and disseminate to ATC members and Board members information from minutes. The Secretary shall ensure procedures are followed at meetings, maintain and archive records of ATC business, document decisions made by the Board of Directors, and notify the Board and the membership of scheduled meetings. The Secretary shall be responsible for maintaining the ATC contact list, corresponding with outside organizations, individuals and other GLTA clubs, and assist in the writing and mailing of ATC newsletters, or other correspondence, as required.
      - (4) Treasurer - The Treasurer shall manage the funds and financial records of ATC. The Treasurer shall oversee the financial accountability of ATC, its officers, established committees and tournaments, and all activities sponsored by ATC. Specifically, the Treasurer shall:
        
        a. Receive and disburse all ATC funds as authorized by the Board, and maintain complete and accurate records of all receipts and disbursements;
        
        b. Provide monthly reports on ATC’s financial status to the Board of Directors;
        
        c. Assist other Board members and committee chairs in the preparation of their annual budget proposals, review those proposals, and prepare ATC’s proposed annual operating budget for the following fiscal year for review and approval by the Board of Directors at its November meeting;
        
        d. Promptly notify the President and the Board of Directors of any error or irresponsibility or of any actual or potential financial imbalance, irregularity, or impropriety;
        
        e. Perform other duties as directed by the President or the Board.
      - (5) Membership Director - The Membership Director is responsible for maintaining an accurate ATC membership roster. This responsibility includes updating members’ personal information, as necessary, and verifying that the membership list on the website is accurate and updated. He or she will also develop programs to maintain and/or expand membership levels as requested by the Board. Finally, the Membership Director will be responsible for welcoming new members to ATC with an email explaining website access, email correspondence, Yahoo eGroups sign-up and any other functional information regarding ATC.
      - (6) Website & Communications Director - The Website & Communications Director is responsible for ATC’s ecommunications, specifically the ATC website, the Yahoo! Groups Bulletin Board and the Yahoo! email account.
        
        The Website Director shall be responsible for maintaining the ATC website. He shall work with the appropriate board members and ATC members to ensure that the contents of the website are accurate and current. Specifically, the director shall work with:
        
        1) the Treasurer to ensure payment for the website.
        
        2) the PR Director on communications projects.
        
        3) the Secretary to ensure that all content is accurate.
        
        4) the Membership Director to ensure that all members have secure access to the website.
        
        5) the HOT Classic tournament director(s) to ensure that the latest GLTA rankings are available.
        
        6) the Treasurer regarding any revenue or expense issues. He or she should also periodically consider establishing and leading a committee to facilitate the improvement and advancement of the ATC website.
      - (7) Competitive Tennis Director - The Director of Competitive Tennis shall be responsible for all competitive tennis activities throughout the year, including but not limited to: ATL/USTA leagues, ATC team tennis, Heart of Texas Classic, Pink Open, Texas Cup and the ATC Singles and Doubles Championships. He or she shall coordinate contact between the Board and the various committees organizing these competitive events. He or she shall also work with the GLTA Representative, the Communications Chair, and any other Board or committee members necessary to keep our members informed of any upcoming GLTA, USTA and other local tournaments and leagues.
      - (8) Ladder Director - The Ladder Director shall: (1) determine an initial ranking based on member skills and self-assessed levels for members who wish to participate in the ladders; (2) enforce the ladder rules for progression set by the Board; and (3) record the rankings and challenge-match results of all players and frequently distribute copies of rankings to team members. The Ladders will include singles and doubles with the option for further divisions based on the number of participants.
      - (9) Social Activities Director - The Social Chairperson shall be in charge of initiating, planning, and carrying out all social functions and activities.
        
        The Social Activities Director may recruit a social committee from among the membership, and shall solicit volunteers to host and organize social events, including the end-of-year event.

ARTICLE V - COMMITTEES AND APPOINTED OFFICIALS

Section 1. Working Committees
- The President or Board shall from time to time appoint temporary committees to effectuate the specific goals and objectives of ATC. The Vice President will be the default Chairperson of all working committees and will report committee progress to the Board.
Section 2. Standing Committees
- The President or the Board may also appoint committees that have a permanent and continuous character, such as the Heart of Texas Classic Tournament Committee. Standing committees must be described in these Bylaws. The following are the ATC Standing Committees.
  - A. Nominations Committee
    - The functions and purpose of the Nominations Committee are described in Article III of these Bylaws.
  - B. Heart of Texas Classic Tournament Committee
    - The Board shall appoint Heart of Texas Classic Tournament Director(s) as early as possible in the year, but in no event later than July prior to the March in which the tournament will be held. The Tournament Director(s) must be ATC member(s) in good standing and shall periodically update the Board on the tournament; their primary Board liaison shall be the Director of Competitive Tennis. The Tournament Director(s) shall appoint Tournament Committee members, who shall also be ATC members in good standing, subject to approval of the Board. The Board may remove Tournament Directors and Committee Members for cause for the reasons stated in Article III, Section 6 of these Bylaws. As soon as possible after the conclusion of the Heart of Texas Classic Tournament, the Tournament Director(s) shall make a final report to the Board, including complete financial information regarding the tournament.
  - C. Any Other Sponsored Tournament(s)
    - Any other tournament sponsored by ATC shall adhere as closely as possible to the standards set out above for the Heart of Texas Classic Tournament Committee.
Section 3. Appointed Officials
- The following positions shall be filled by ATC members in good standing who are appointed by the Board. Unless otherwise stated, they will serve calendar-year terms, and the Board may remove them for cause for the reasons stated in Article III, Section 6 of these Bylaws. A vacancy in any of these positions shall be filled by Board vote.
  - A. Public Relations Director - The Public Relations Director shall be responsible for all ATC media relations and activities. The PR Director shall maintain a media database and ensure that all ATC correspondence promotes the image/philosophy of ATC. He or she will also publish all press releases and announcements and distribute them to the appropriate media outlets, and conduct media follow-ups as needed.
  - B. GLTA Representative - The GLTA Representative represents ATC and the Board in GLTA interactions. The GLTA Representative shall notify the Board of all significant issues relating to GLTA, and solicit the Board's directions regarding GLTA votes.
  - C. Texas Cup Captain(s) - The Texas Cup Captain(s) shall be appointed by the Board and shall work with the Board in the selection of the Texas Cup team and shall coordinate communication between the Board and the Dallas and Houston GLTA clubs regarding scheduling and other Texas Cup issues.
  - D. Newsletter Editor - The Newsletter Editor is responsible for gathering information from other officers, committees, and members for upcoming ATC activities and events for publishing in ATC’s monthly newsletter, "On The Line!" The editor shall ensure that the newsletter promotes ATC’s mission and purpose and that information published is accurate and not offensive to any group of people.
  - E. Women's Activities Director - The Women's Activities Director is in charge of all initiatives to promote lesbian tennis in ATC and works with the Social Activities Director to promote regular women's social events in order to promote Gay and Lesbian fraternity with ATC. The director works to increase the number of women members to ATC and helps the Tournament Director organize special tournaments that ensure at least a 50% female participation. The Women's Activities Director may also work with the Fundraising Director to raise funds for specific charities that help women's causes.
  - F. Fundraising Director - The Fundraising Director is responsible for planning, presenting, and implementing fundraising projects to create a financial base to support ATC's activities and its projects.

ARTICLE VI - MEMBERSHIP MEETINGS

Section 1. Frequency
- The Board of Directors shall approve the frequency, time and place of all Membership meetings. ATC shall endeavor to meet at least once per year.
Section 2. Notice
- Notice of meetings shall be given to the Membership at least 30 days in advance. Notice of meetings shall be given by email, in ATC's Newsletter, and on the website.
Section 3. Quorum
- For voting purposes, a quorum shall consist of a majority of ATC members in good standing.
Section 4. Voting
- Voting shall be by a show of hands or by secret ballot, or, at the discretion of the Board, by email. Decisions of the Membership shall be by majority vote unless otherwise specified.
Section 5. Requests for Secret Ballots
- Before a vote is taken at any meeting, any member present may move for voting by secret ballot, and secret ballots shall be employed if a majority approves the motion.
Section 6. Roberts Rules of Order
- All procedural questions not addressed in this document shall be governed by Roberts Rules of Order.

Article VII - FINANCIAL MANAGEMENT

Section 1. Cash Management
- All of ATC’s funds shall be maintained in a federally insured bank or financial institution. The terms and locations shall be approved by the Board. No ATC funds shall be used for loans to any other entity. The Treasurer shall be responsible for reconciling the bank statements and ATC’s account books on a monthly basis, and the reconciliation paperwork shall be filed in ATC's accounting records.
Section 2. Authority to Disburse Funds
- Only the ATC Treasurer or President and not more than one other Board member shall have authority to issue checks pursuant to ATC business. Only the Board may direct the Treasurer to issue checks. Board members shall not receive fees or other compensation for service on the Board, and the Board shall not bill ATC for meeting costs. No ATC member shall receive fees or other compensation for services provided to ATC unless the fees are approved by a three-quarters vote of the Board.
Section 3. Accountability
- ATC financial records shall be maintained by the Treasurer and shall be available for officers or members in good standing to view upon request.
Section 4. Fiscal Year
- The fiscal year of ATC shall commence on January 1st and end on December 31st.
Section 5. Approved Budget
- All ATC activities that conduct regular financial transactions shall operate within a budget approved by the Board of Directors. The annual budget may be amended with appropriate justification. The minimum annual budgeting process shall be as follows:
  - (a) No later than September, those responsible for all ATC activities that utilize ATC finances shall provide the Treasurer with a proposed budget of anticipated income and expenditures for the following year;
  - (b) No later than October, the Treasurer shall prepare and present to the Board a proposed operating budget for ATC for the following fiscal year that shows monthly activity and separately identifies all sources and uses of funds related to a particular ATC program;
  - (c) No later than November, the Board shall approve the ATC operating budget for the following fiscal year.
Section 6. Contracts
- All contracts and financial obligations entered into in ATC’s name must be approved by the Board before they take effect, and must be signed by at least two Board members. No single Board member, appointed official or member shall have any authority to bind ATC to any contract, pledge ATC's credit, or render ATC liable for any purpose or amount.
Section 7. Financial Statements
- The Treasurer shall provide a monthly financial summary to the Board, including by email if the Board meeting for that month is canceled. A financial summary disclosing the current fiscal condition of ATC shall be published to the Membership within the first four months of each fiscal year.
Section 8. Reimbursements
- The Treasurer shall reimburse expenses properly incurred on behalf of ATC that have been approved in the ATC budget. Receipts for all expenditures must be provided.
Section 9. Heart of Texas Classic Tournament Budget.
- The Heart of Texas Classic shall have a separate budget from the ATC budget. ATC monies may be used to support Heart of Texas activities, but the Heart of Texas budget must be structured to at least break even based solely on entry fees and other donations.
Section 10. Any Other Sponsored Tournament Budget
- Any other tournament sponsored by ATC shall adhere as closely as possible to the budgetary standards set out above for the Heart of Texas Classic Tournament Budget.

ARTICLE VIII - LIABILITY

Section 1. Limitation
- ATC, its Board, its members, all tennis centers public or private which are used by ATC for tennis activities, and the City of Austin are not responsible for injury or for lost or stolen articles in connection with any events sponsored by ATC, to the extent allowed by law. Membership in ATC is without assumption of responsibility of any kind by ATC or its officers, the GLTA or its officers, the city of Austin, South Austin Tennis Center, Pharr Tennis Center, any public or private facility, or any other host club or individuals connected with ATC.
Section 2. Waiver
- Members agree to waive any and all rights and claims for bodily and emotional injury, damage to reputation, or any other harms of any kind that may be suffered, as well as to waive any and all rights to claim from ATC, or any of the organizations or individuals named in Section 1 of this Article, for damages which may arise as a result of references or photographs of the member which may appear in publications or in any media or Internet coverage of ATC events.

ARTICLE IX - TENNIS ELIGIBILITY AND RULES

Only ATC members in good standing are eligible to represent ATC in Texas Cup. Only ATC members in good standing are eligible to participate in ATC singles and doubles championships, unless site rules prevent ATC from discriminating against non-members. Nonmember participants in any ATC activity shall be required to sign a form waiving any claims against ATC for injuries or damages resulting from such participation. All ATC play shall be governed by the then-current version of USTA's Rules of Play.

ARTICLE X - CHARITIES TO BENEFIT FROM ATC

Section 1. Recommendations
- Members may submit recommendations for charitable donations. These recommendations should be given to the President along with information about the organization.
Section 2. Selection
- Selected charities must be non-profit, must have 501(c)(3) status, must be non-discriminatory, and greater consideration shall be given to organizations that serve the gay, lesbian, bisexual, and transgendered community.

ARTICLE XI - AMENDMENTS

Section 1. Submissions
- Any member in good standing may submit proposed amendments to these Bylaws.
Section 2. Voting
- These Bylaws may be amended by a majority vote of the Board of Directors.
Section 3. Policies
- The Board of Directors may adopt additional formal and informal policies and procedures for the implementation of the ATC Constitution and these Bylaws, as they deem necessary.

ARTICLE XI - CONSTRUCTION

These by-laws shall be liberally construed to give effect to the purposes and goals of ATC.

These Bylaws were last amended by majority vote at the Board of Directors meeting on November 15, 2006.

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