USTA NORTHERN CALIFORNIA BYLAWS

as amended at the Annual Meeting of December 4, 2007

ARTICLE 1. NAME

This Association shall be known as "United States Tennis Association Northern California" and may be referred to as "USTA Northern California" or "USTA NorCal" or "NorCal".

ARTICLE II TERRITORIAL SCOPE AND FISCAL YEAR

Section A. Territory. The geographical area of NorCal shall be the State of California excepting the Counties of Imperial, Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara and Ventura; and shall also include within the State of Nevada, Carson City, Washoe and Douglas Counties.

Section B. Fiscal Year . NorCal's fiscal year shall be the calendar year.

ARTICLE III MEMBERSHIP

Section A. Membership Categories. Membership shall be composed of Organization members and individual members as defined by the Bylaws of the United States Tennis Association ("USTA").

Section B. Applications for Membership. Applications for membership shall be made in writing in such form as shall be prescribed by the USTA

Section C. Activation of Individual Membership. An Individual Membership shall become effective upon acceptance by the USTA and upon payment of the Individual Member’s annual dues..

Section D. Activation of Organization Membership. An Organization Membership shall become effective upon acceptance by the USTA and upon payment of the Organization Member’s annual dues.
An Organization membership may be disapproved in writing by the NorCal Board of Directors within 30 days after written notification by the USTA to NorCal’s office, of an organization’s application for membership. Unless NorCal notifies the USTA in writing of its disapproval within 30 days of such application, the application shall be deemed approved upon the expiration of said 30 day period.

ARTICLE IV DUES, VOTINGRIGHTS AND MEMBERSHIP PRIVILEGES

Section A. Dues. Organization Members and Individual Members shall pay annual dues in the amounts prescribed by the USTA.

Section B. Membership Privileges
No Organization Member shall have any of the privileges of membership until its annual dues are paid. Membership in NorCal for the purpose of determining dues and voting privileges shall be determined on an annual basis as of September 30 for an annual meeting or 60 days prior to the date of a Special Meeting of the Organization. Any Organization Member, whose membership has lapsed prior to such Annual or Special Meeting of the Organization, shall not be able to vote and shall not be in good standing.

Section C. Voting Strength. The only voting members of NorCal are Member Organizations. Member organizations shall have one vote for each dollar of dues last paid as of the dues in effect on October 31, 1994. Clubs as defined in the Bylaws of the USTA shall have 15 votes plus five votes for each tennis court up to a maximum of 95 votes. All other member organizations shall have 25 votes.

Section D. Voting Entitlement and Proxies. Each member organization of NorCal shall designate an individual or individuals entitled to cast its votes at or sign its proxies for any membership meeting of NorCal. Such designation shall be made in the form prescribed by NorCal.

ARTICLE V RESIGNATION AND EXPULSION OF MEMBERS

Section A. Resignation of Members. Any member wishing to resign shall do so in writing, addressing the resignation to the Secretary of NorCal. Resignation from NorCal shall not affect any accrued liability, whether for dues or for any other purpose, from the member to NorCal.

Section B. Expulsion of Members. A majority of a quorum of the Board of Directors shall have the power to suspend or expel any organization and individual member who fails to obey the rules and regulations of NorCal or the USTA, including any conditions provided by these Bylaws, or who shall, by the member's conduct, bring reproach or disgrace to NorCal. Any such member shall have the right to appeal such suspension or expulsion at the next Annual Meeting of NorCal. In the event of such appeal, all membership privileges of the member shall be suspended until final action on the appeal at the next membership meeting. In the event of an appeal, the member shall have no right to participate in the Annual Meeting except to the extent of presenting the case for appeal of the suspension or expulsion. A majority of a quorum of the membership at the annual meeting shall have the power of determining such appeal.

ARTICLE VI MEETINGS OF MEMBERS

Section A. Annual Meeting. The Annual Meeting of NorCal shall be held during the last quarter of each calendar year. The time and place of the Annual Meeting shall be designated by the President of NorCal. The staff of NorCal shall give at least fifteen days' written notice to each member organization of the time and place of the Annual Meeting.

Section B. Special Meetings. Special meetings of the member organizations of NorCal may be called at any time by the Board of Directors, and must be called by the Board upon the written request of five percent of such members of NorCal. Except as provided in Article XII, Section B, the Secretary of NorCal shall give at least five days' written notice of such special meeting, which notice shall contain a statement of the purpose of the meeting, and such special meeting shall not consider any matter not included within such statement. Any such special meeting shall be held within 60 days of the board resolution or members' written request.

Section C. Proxies. Whenever any notice of either a general or special meeting of NorCal is sent to each member, as provided in Sections A and B of this Article VI, there shall likewise be mailed with said notice a blank form of proxy or delegate designation for the use of the member. Proxies shall be valid only for the meeting specified and must be received in the offices of NorCal no later than 5:00 P.M. five business days before the Annual Meeting and no later than 5:00 P.M. two business days before any other meeting.

Section D. Quorum and Voting. At all meetings of the voting members of NorCal a quorum for the transaction of business shall consist of a majority of the votes of such members, and a majority of such quorum shall have the power to pass upon any matter which shall properly come before such meeting, unless a greater number is otherwise specified herein.

Section E. Agenda at Annual Meeting. The order of business at the annual meeting shall be as follows, except, that upon motion of any voting member, duly seconded and then duly adopted by a majority of a quorum, the order of business may be changed in any respect.

1. Roll call of active member clubs and organizations.
2. Reading of minutes of previous annual meeting.
3. Secretary's report.
4. Treasurer's report.
5. Reports of committees.
6. Old and new business.
7. Election of directors.
8. Adjournment.

Section F. Reports of Committees. All committees shall report in writing, and all written reports shall be filed with the minutes of the meeting.

Section G. Robert's Rules. Except as otherwise provided in these Bylaws, Robert's Rules of Order shall be the rules of order for meetings of NorCal.

ARTICLE VII BOARD OF DIRECTORS

Section A. Ex Officio Board Members. The powers and rights vested in NorCal, except as otherwise herein provided, shall be exercised by a Board of seventeen Directors along with any additional ex officio members. Ex officio directors shall include the following persons provided they are otherwise qualified to sit on the Board:

Individuals who are members of the Board of Directors of the United States Tennis Association.

Any member of the Board of Directors who is elected to the two year term as USTA Northern California President.

All past presidents of the USTA Northern California .

Ex officio members shall have full voting rights except that the voting strength of past presidents shall not exceed the number of qualified past presidents present or five, whichever is less. If at any meeting more than five past presidents are present, only the qualified past presidents can vote. A past president is qualified for this purpose if, among the past presidents present at the meeting, he/she has one of the five best attendance records at Board of Directors’ meetings, regular and special, during the preceding two-year period. If two or more past presidents have the same attendance records, the past president (s) who most recently served as president of NorCal shall be treated as the qualified past president(s) at the meeting. IF a past president is elected to the Board of Directors, his vote on the Board of Directors will not be included in the voting strength of the past presidents.

Section B. Powers of the Board. The power of the Board of Directors shall include, without limitation, the following:

To perform any act required by these Bylaws.

To prescribe and enforce rules, which it shall deem necessary or convenient to serve the requirements of these Bylaws, and other such rules as it shall deem proper.

To appoint and remove at its pleasure the Executive Director of NorCal who shall be responsible for implementing Board decisions, the management of NorCal's programs and the hiring and termination of its personnel.

To manage the business of NorCal.

To authorize all necessary expenditures, provided; however, the Board, in its discretion, may delegate the authorization of expenditures not exceeding the sum of $500.00 for any single expense or group of expenses to any of NorCal's officers or employees.

Section C. Specific Duties of the Board . It shall be the duty of the Board of Directors:

To cause to be kept a complete record of all of its acts and proceedings and of the proceedings of the meetings of NorCal, and the proceedings of the Executive Committee.

To present to the annual meeting of NorCal a statement showing the assets and liabilities of NorCal and the general condition of its affairs, which statement shall include a report of the business of the year to date and a recommendation of such future action as the Board shall deem advisable. The financial statement shall be certified by a public accountant.

To supervise and direct the Executive Director of NorCal.

To carry into effect the provisions of these Bylaws and to enforce all rules and regulations which it shall have adopted.

To determine any ambiguity or question with respect to the interpretation of the Constitution & Bylaws. In such event, the determination of a two-thirds vote of the Directors voting shall be final, and in the event that such determination cannot be effected by such a vote, the matter shall be referred to NorCal's General Counsel, whose decision shall be final.

Section D. Directors' Duty of Care A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner such director believes to be in the best interest of NorCal and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

• One or more officers or employees of NorCal whom the director believes to be reliable and competent in the matters presented;
• Counsel, independent accountants or other persons as to matters that the director believes to be within such person's professional or expert competence;
• A committee of the Board upon which the director does not serve, as to matters within it's designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section E. Eligibility of a Director. Only an individual member who is a member of an organization belonging to NorCal and a resident of the geographic area of NorCal shall be eligible to the office of director, provided that he shall not have been a director for one year following the completion of terms as provided in Section I.

Section F. No Interest in the Assets. No director shall possess any property right in or to the property of NorCal. In the event NorCal owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the Articles of Incorporation.

Section G. Nominating Committee and Nomination Process. Not later than May 1 each year, the President shall appoint a nominating committee consisting of not less than three nor more than five members. Within one week after its appointment, said committee shall meet for the purpose of electing a chairman and fixing the date and time by which nominations from member organizations must be received, the date of said deadline to be after July 15 and before July 31. Immediately after the first meeting, the chairman of the nominating committee shall cause a written notice to be mailed to each member organization, which notice shall contain the names of those directors whose term of office will expire, the names of directors whose term of office will not expire, and organization affiliation of all directors. Each member organization may nominate in writing one individual for each position to be filled. In addition to the nominations made by the member organizations, the nominating committee shall have the power to place in nomination the names of not more than two persons of its own selection. After the final date for submission of nominations, the Nominating committee shall select a slate of preferred nominees for director from such names placed in nomination. Once the nominating committee has completed the slate it shall prepare a report reflecting the slate of preferred nominees, and containing a list of all other names placed in for nomination. Said report shall be mailed to each member organization. Proxies made out in blank, or to NorCal, the Secretary of NorCal or a staff member of NorCal, either by name or title, shall be voted in favor of the nominating committee's slate of preferred nominees.

Section H. Election Process. The election of directors shall take place by written ballot, and only those names submitted in nomination as above provided in Section E of this Article are eligible for election. The candidates receiving the highest number of votes shall be elected directors. Should a tie vote occur for the last available position on the Board, the incumbent Board of Directors has the deciding vote. Votes may be cumulated.

Section I. Length of Director's Term. Directors shall serve for the term of two years and until their successors are elected, and may be elected for a second successive term of two years. No director shall serve more than two successive terms, except as provided in Article VII, Section A., and except that any director elected pursuant to Section J to fill a vacancy may serve three successive terms with the vacancy term counted as one of the three. Said terms of said directors shall be so arranged that upon alternate years nine new directors and eight new directors, respectively, shall be elected.

Section J. Beginning of Director's Term. The directors elected at the annual meeting shall assume their duties as directors at the first meeting of the Board held thereafter, at which meeting officers of NorCal shall be elected and shall immediately assume office.

Section K. Removal of Director. Conduct Detrimental to NorCal. A director may be removed from office at a regular or special meeting of the members, following a hearing by the members of the charge of conduct detrimental to NorCal. Such charge must be in writing and be made by 15 percent of the number of member organizations or by seven directors. At the hearing, the director whose removal is sought shall be entitled to be present and shall be afforded every opportunity to present evidence tending to rebut such charge. The director shall not be removed if the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election that the same total number of votes was cast and the entire numbers of directors authorized at the time of the most recent election were then being elected.

Specified Number of Absences A director who is absent from four Board meetings in any 12-month period shall be deemed to have resigned, unless within 15 days following the fourth absence the Board member submits a written explanation for the absences to the Board. A hearing before the Board will be held if requested by the Board member. If the Board accepts the explanation by a majority vote of those voting, the director shall be reinstated. In the case of an ex officio Board member, an ex officio Board member shall be reinstated after attending three consecutive Board meetings, whether or not such Board member submits a written explanation for his absence as provided in this paragraph. Exception: This paragraph shall not apply to a Board member who has served as president of the USTA.

Section L. Filling a Vacancy. Whenever a vacancy occurs in the office of director, the Board of Directors shall nominate and elect a new director. The new director shall hold office for the unexpired term to which he has been elected.

Section M. Board Meetings.

Regular Meetings. There shall be regular meetings of the Board of Directors at such time, place, and on such day as may be adopted by resolution of the Board or set by the President. Notice of such meetings shall be given by the staff.

Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by five members of the Board. The members calling the special meeting must provide to the Board a written statement explaining the need for a special meeting. At least five days' written notice of such special meeting shall be given by the Secretary, which notice shall specify the purpose of the meeting.

Quorum and Voting. A quorum for the transaction of business shall consist of seven members of the Board of Directors, and a majority of those voting shall have the power to do any act, except as herein otherwise provided. Proxy voting on the Board of Directors shall not be allowed for any purpose.

ARTICLE VIII OFFICERS AND DUTIES OF OFFICERS

Section A. Officers and Terms. The officers of NorCal shall be a President, Vice President, Secretary, Treasurer, Delegate to the USTA, General Counsel and Parliamentarian. The officers, with the exceptions of the General Counsel and Parliamentarian, shall be elected from among the members of the Board of Directors, and the General Counsel and Parliamentarian may be, and shall be elected by and shall hold office at the pleasure of the Board of Directors. The officers shall be elected at the first meeting of the Board following each Annual Meeting and shall take office immediately upon their election. The officers shall serve a one-year term with the exception of the President who shall serve a two-year term.

The Vice President elected in the odd numbered year shall also serve as president-elect and shall take office as President, without further election, immediately upon election of his successor Vice President. A President seeking to succeed himself may run for the position of President - Elect in the odd numbered year of his term, and in the event he is elected to that position, there shall then be elected a separate Vice President.

Section B. President. The President of NorCal shall have the following duties and powers:

He shall preside over all meetings of NorCal, the Board of Directors and the Executive Committee.

He shall appoint the committees required by the Bylaws and such other committees as may, in his opinion, are required or convenient. He shall be ex- officio member of all committees, and shall have power to make changes therein when he believes the best interests of NorCal will be served thereby.

He shall have general supervision and control over all of the affairs and operations of NorCal subject to the direction of the Board of Directors, and shall discharge such other duties as may be required of him by the Bylaws of NorCal or by resolution of the Board of Directors.

The President may appoint to the Board such Advisory Directors as he deems appropriate. Their terms shall be commensurate with that of the President unless earlier removed by the President. Advisory Directors shall have the right to attend and be heard at all meetings of the Board, except executive sessions, but shall not have the right to make or second motions nor the right to vote.

Section C. Vice President. The Vice President of NorCal shall have the following duties and powers:

He shall perform the functions and discharge the duties of the President whenever the President is absent or is unable to attend to the duties of his office, or is disqualified from acting as to any transaction or matter.

He shall perform such other duties and shall have such power as, from time to time, may be prescribed by the Board of Directors.

Section D. Secretary. The Secretary of NorCal shall have the following duties and powers:

He shall keep a record of all meetings of NorCal, of the Board of Directors, and of the Executive Committee, and with the aid of staff, shall give or serve all notices required either by law or by these Bylaws.

In the event that both the President and the Vice President shall be absent, or in the event that they shall be unable to act, he shall perform the duties and have the powers heretofore given to the President.

He shall perform other such duties and have other such powers as, from time to time, may be specified by the Board of Directors.

Section E. Treasurer. The Treasurer of NorCal shall have the following duties and powers:

He shall be a member of the Budget Committee.

He shall supervise the staff in the proper account of receipts and disbursements in books belonging to NorCal.

He shall ensure that all money and valuable effects are deposited to the credit of NorCal in such depositories as designated by the Board of Directors.

He shall review all disbursements at the end of each month.

He shall review the annual audit required in Article X at the end of the year with the Budget Committee prior to the Annual Meeting.

In the event that the President, Vice President, and Secretary shall be absent, or in the event that they shall be unable to act, he shall perform the duties and have the powers heretofore given to the President.

He shall perform such further duties as may be, from time to time, required by the Board of Directors.

Section F. Delegate. The Delegate to the USTA shall be NorCal's representative on the Executive Committee of the USTA, and shall render reports to NorCal as to the activities of the USTA and shall act as NorCal's representative to the USTA with respect to policy matters.

Section G. General Counsel. The General Counsel of NorCal shall be an attorney at law licensed to practice law in the State of California, He shall render legal advice and assistance to the officers of NorCal and to the Board of Directors as requested by the Officers and Board of Directors.

Section H. Parliamentarian. The Parliamentarian shall be responsible to ensure the meetings of NorCal are conducted according to Robert's Rules of Order.

Section I. Compensation and Reimbursement. The officers of NorCal will serve without remuneration, but the Board of Directors may, in its discretion, reimburse the officers for their proper expenses incurred in transacting the business of NorCal.

ARTICLE IX COMMITTEES

Section A. Executive Committee. The Executive Committee of NorCal shall consist of the President, Vice President, Secretary, Treasurer, Delegate and immediate Past President. The Executive Committee may act in the place of the Board only on matters of urgency where decisions are required before the next scheduled meeting of the Board. At each meeting of the Board of Directors a report shall be made by the President as to the activities of the Executive Committee since the last meeting of the Board of Directors.

Section B. Junior Council. The Player Development Committee of NorCal shall be known as the Junior Council, which is governed by its own Articles of Association.

Section C. Appointment of Committees. Within a reasonable time after his election, the President shall appoint chairmen of the following committees and may also appoint the members of the committees:

1. Adult Leagues
2. Budget & Finance
3. Junior Council
4. Minority Participation
5. NTRP Tournaments
6. Ranking
7. Sanction & Schedule
8. Senior
9. Sportsmanship
10. Umpires and Referees

Section D. Other Committees. Other committees may be appointed by the President when he believes it will serve the best interests of NorCal.

Section E. Quorum and Voting. The majority of the members of any committee shall constitute a quorum, and a majority of such quorum shall have the power to do any act that could be done by the committee. A committee may petition the Board of Directors to have a quorum be less than a majority of its members. The numbers of members in each committee may be designated by the President, or may, in his discretion, be determined by the committee chairmen.

Section F. Term. The members of each committee shall serve for the duration of the President's term. Vacancies in any committee shall be filled in the manner in which the original appointments were made.

ARTICLE X AUDIT OF BOOKS AND ACCOUNTS

At least once each year, and as often as the Board of Directors shall determine, the Board of Directors shall cause an audit to be made of NorCal's books and accounts. Such audit shall be made by a public accountant selected by the Board of Directors, and such public accountant shall not be a member of the Board of Directors. The audit so made shall be kept in NorCal's office available to the inspection of any member of NorCal, and such audit shall be made available at the annual meeting of NorCal.

ARTICLE XI SANCTIONED EVENTS

Section A. Sanctioned Tournaments. The Board of Directors shall designate the place for the holding of all tournaments sanctioned by NorCal, and shall set the dates for the same and apportion said tournaments among its organization members. The Board shall determine the fees to be charged by NorCal for the sanctioning of tournaments. Tournaments may be sanctioned, or sanctions may be denied or withdrawn, as the Board of Directors shall determine. The Board may empower the Sanction and Schedule Committee to act on its behalf on these matters.

Section B. Eligibility for a Tournament. The Board of Directors, in its discretion, and after a fairly conducted hearing if a hearing is requested, shall have the power to deny entry, in any sanctioned tournament or league event, of any player who has, in the opinion of the Board, violated any rule or regulation duly promulgated by the Board of Directors or by the USTA. The Sportsmanship and Adult Leagues Committees are empowered to act on behalf of the Board on these matters. Any player who is suspended for more than a year may appeal that suspension to the Board within 30 days of the date of the decision of the Sportsmanship or Adult Leagues Committee. In the event the player appeals, the Board shall have the power to affirm, modify or overturn any such decision. Any player who is suspended for one year or less may not appeal to the Board.

Section C. Governing Rules . All tournaments and league events held under the sanction of NorCal shall be governed by the rules and regulations of NorCal and the USTA.

Section D. Exhaustion of Administrative Remedies. By accepting USTA membership, a member agrees to follow its Constitution, Bylaws, Standing Orders, and Rules and Regulations and those of NorCal and to exhaust all administrative remedies provided therein in each controversy and complaint involving participation in USTA activities.

ARTICLE XII ADOPTION, AMENDMENT AND REPEAL OF BYLAWS

Section A. Process for Submitting Amendment of Bylaws. A proposed new Bylaw or amendment to the Constitution or Bylaws may be submitted only by three or more members of the Board of Directors or by the chairman of the Constitution and Rules Committee upon a majority vote of that Committee, or by any organizational member of NorCal. All proposals must be submitted to the Executive Director of NorCal at least 60 days prior to the meeting at which they are to be considered. However if notice is provided to all member clubs and organizations at least 15 days prior to that meeting, any proposal concerning a matter of extreme urgency which could not have been foreseen 60 days prior to the meeting may be considered provided such proposal be determined to be of extreme urgency by a majority vote of the members present and voting.

Providing there is opportunity to do so, the Board of Directors will, by majority vote, make a recommendation in support or in opposition to each proposal. Proxies made out in blank, or to NorCal, the Secretary of NorCal or a staff member of NorCal, either by name or title, shall be voted in accordance with that recommendation.

Section B. Voting. The Constitution and Bylaws of NorCal may be adopted, amended or repealed at any annual or special meeting of the members of NorCal by the affirmative vote of at least two-thirds of all the votes cast at said meeting, provided written notice which specifies the proposed change or changes, is given to all member organizations at least fifteen days prior to such meeting. Any such amendment ultimately adopted at said meeting need not conform to the language of the proposed amendment, but sections and articles other than those referred to in the notice may not be amended.

Section C. Effective Date. Unless expressly provided to the contrary, the adoption, amendment or repeal of these Bylaws shall become effective immediately upon passage.

Section D. Male Gender Includes Female . All references to the male gender shall refer to and mean equally the female gender and the singular shall include the plural, each where the context so indicates.

Section E. Stylistic and Conforming Changes. The Chairman of the Constitution & Rules Committee in consultation with the General Counsel may make language and stylistic changes considered advisable by them to implement the intent of the Bylaws, Standing Orders, Rules & Regulations, and other applicable regulations, and to make conforming changes required to avoid inconsistencies or conflicting provisions. The Chairman of the Constitution & Rules Committee shall inform the Board of Directors of language, stylistic and conforming changes.