[As revised at a Special Meeting of the Organization Members on JUNE 15, 2011.]
ARTICLE I 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 in NorCal 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 in NorCal shall
be made in writing to the USTA 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.
Section E. Exhaustion of Administrative Remedies. By accepting membership in
USTA, a member agrees to follow its Constitution, Bylaws, 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. If an
Organization or Individual member wishes to file a grievance regarding a rule or
interpretation of the NorCal Constitution, Bylaws, or Rules and Regulations, all
administrative remedies available in NorCal must be exhausted prior to filing a
grievance with the USTA.
ARTICLE IV DUES, VOTING RIGHTS AND ORGANIZATION MEMBER 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 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.
Section C. Voting Strength. The only voting members of NorCal are Organization
Members in good standing. To be in good standing, an Organization Member must
have met the requirements of Article IV, Section B. 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. Schools, colleges, or universities that do not have permanent tennis court(s)
shall have one vote. Schools, colleges, and universities that have permanent tennis
court(s) shall have 25 votes. All other Organization Members shall have 25 votes.
Section D. Voting Entitlement and Proxies. Each Organization Member of NorCal
shall designate an individual or individuals entitled to cast its ballot at any meeting of
the Organization Members of NorCal. Such designation shall be made in a form
prescribed in writing by NorCal.
ARTICLE V MEETINGS OF ORGANIZATION 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 Organization Member of the time and place of the Annual
Meeting.
Section B. Agenda at Annual Meeting. The order of business at the Annual Meeting
shall be as follows, except that, upon the motion of any Organization 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 Organization Members.
2. Reading of minutes of previous Annual Meeting.
3. Appeals (if any)
4. Secretary's report.
5. Treasurer's report.
6. Reports of committees.
7. Old and new business.
8. Election of directors.
9. Adjournment.
Section C. Special Meetings. Special Meetings of the Organization Members of
NorCal may be called at any time by the Board of Directors, and must be called by the
Board of Directors upon the written request of fifteen 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 D. Proxies. Whenever any notice of either an Annual 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, subject to the provisions of Article VII, Section G., and no
later than 5:00 P.M. two business days before any Special Meeting.
Section E. 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 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 VI 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 from participation in any NorCal activities any
Organization Member or Individual Member who fails to obey the Constitution, Bylaws,
and/or the Rules and Regulations of NorCal or the USTA. 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 Annual 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, until a
ruling has been made on the appeal. A majority of a quorum of the Organization
Members at the Annual Meeting shall have the power to rule on such appeal.
ARTICLE VII BOARD OF DIRECTORS
Section A. Board Composition. The powers and rights vested in NorCal, except as
otherwise herein provided, shall be exercised by a Board of fifteen directors along with
up to three additional ex officio directors. If they are not otherwise qualified to sit on
the Board, the following persons shall be ex officio directors:
Any member of the Board of Directors who is currently serving as USTA Northern
California President or Delegate;
The Immediate Past President of USTA Northern California.
The Immediate Past President shall be limited to one 2-year term as an ex officio
director.
The effective date for this Section A., Article VII, is the date of the 2011 Annual
Meeting.
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
$999.99 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 its 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 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 age 18 or over who is an
Individual Member of the USTA and a resident of the geographical area that constitutes
NorCal shall be eligible to be elected as a director subject to the provisions of Section I
of this Article VII.
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, of which the President shall designate one
member as Chairman. The chairman of the Nominating Committee shall cause a
written notice to be mailed to each Organization Member by May 15, 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 the organization affiliation, if any, of
each director. Each Organization Member may nominate in writing one individual for
each position to be filled. Nominations from Organization Members must be submitted
to NorCal’s office by July 15. Nominees must sign an application, as prescribed by the
Nominating Committee, accepting the nomination and stating that they are Individual
Members of the USTA. Said application must be submitted to the NorCal office by
August 15. After August 15 and not later than September15, 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 nominees who accepted the nomination and who are Individual Members of the
USTA. Said report shall be mailed to each Organization Member no later than
October 1. Proxies made out in blank, or to NorCal, or to the Secretary of NorCal,
either by name or title, shall be voted in favor of the Nominating Committee's slate of
preferred nominees. If a quorum for the transaction of business has not been reached
by the deadline required in Article V, Section D, the Executive Director is authorized to
solicit proxies for no more than 24 hours, and only until a quorum for the transaction of
business is reached. Proxies received during such 24 hour period must appoint the
Secretary of NorCal to be valid.
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 G
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. Said terms of said directors shall be so arranged that
upon alternate years seven 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 the Annual
Meeting or at a Special Meeting of the Organization Members, following a hearing by
the Organization 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 Organization Members
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 director submits a written explanation for the absences to the
Board. A hearing before the Board will be held if requested by the director. If the Board
accepts the explanation by a majority vote of those voting, said director shall be
reinstated.
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 at the next Regular Meeting
of the Board of Directors. 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 nine
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.
Robert’s Rules of Order. Except as otherwise provided in these Bylaws, Robert’s
Rules of Order shall be the rules of order for all meetings of the Board of Directors.
ARTICLE VIII OFFICERS AND DUTIES OF OFFICERS
Section A. Officers and Terms. The officers of NorCal shall be a President, Vice
President, Secretary, Treasurer and Delegate to the USTA. The officers shall be
elected from among the members of the Board of Directors. The General Counsel and
the Parliamentarian shall be elected by and shall hold office at the pleasure of the
Board of Directors. The officers, the General Counsel and the Parliamentarian 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 and the Delegate who shall serve concurrent two-year
terms. An officer of USTA NorCal may be removed by the affirmative vote of at least
two-thirds of the entire Board of Directors.
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 Board of Directors, and to the Executive Director.
Section H. Parliamentarian. The Parliamentarian shall be responsible to advise the
President on how to run the meetings of the Board of Directors and the Organization
Members.
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. 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. Adult Tournaments
3. Budget & Finance
4. Constitution and Rules
5. Employment Relations
6. Junior Council
7. Diversity
8. Sanction and Schedule
9. Sportsmanship
10. Umpires and Referees
Section C. Other Committees. Other committees may be appointed by the President
when he believes it will serve the best interests of NorCal.
Section D. 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 E. Term. The members of each committee shall serve for the duration of the
President's term unless they are terminated or resign. 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 participating in a
sanctioned event who is suspended for more than six months may appeal that
suspension to the Board of Directors within 30 days of the suspension. In the event the
player appeals, the Board of Directors shall have the power to affirm, modify or
overturn any such decision. Any player who is suspended for six months or less may
not appeal to the Board of Directors .
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.
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 Organization Member of
NorCal.
All proposals must be submitted to the President and 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 Organization Members 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. This
recommendation shall be sent to the Organization Members for the meeting at which
they are to be considered. 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 Organization 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
Organization Members 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.
A majority of the Constitution and Rules Committee along with written agreement by the
General Counsel and approval by the Board of Directors may make language and
stylistic changes considered advisable by them to implement the intent of these Bylaws
and may make conforming changes required to avoid inconsistencies or conflicting
provisions in these Bylaws.