BYLAWS UNITED STATES PROFESSIONAL TENNIS ASSOCIATION FOUNDATION, INC.

Transcription

1 BYLAWS UNITED STATES PROFESSIONAL TENNIS ASSOCIATION FOUNDATION, INC. ARTICLE I NAME Section 1.1. The name of this corporation shall be The United States Professional Tennis Association Foundation, Inc. (the Foundation ). Section 1.2. The Foundation may at its pleasure by a majority vote of the membership change its name. ARTICLE II OFFICES Section 2.1. The registered office of the Foundation shall be at the place as designated in the Certificate of Incorporation, subject to transfer as may be permitted by law. Section 2.2. The Foundation may also have offices at such other places as the Foundation board of directors may from time to time determine. ARTICLE III PURPOSES Section 3.1. This Foundation has been established to: (a) engage in research and studies and to prepare and disseminate publications setting forth the results of the research and studies in the field of tennis instruction of persons with disabilities or persons who are economically disadvantaged; (b) to foster the teaching of tennis of persons with disabilities or

2 persons who are economically disadvantaged; and (c) to raise or accept funds to assist in fulfilling its purposes. ARTICLE IV MEMBERSHIP Section 4.1. Membership in this Foundation shall consist of the individuals serving on the Foundation board of directors. ARTICLE V MEETINGS OF MEMBERS Section 5.1. Regular meetings of the members of the Foundation shall be held at such time and at such place within or outside of the State of New York as may be determined from time to time by the Foundation board of directors or as may be designated in the notice of the meeting. The Secretary of the Foundation shall make certain notice of every meeting (except meetings that will consider a fundamental change of the Foundation, which shall require ten (10) days advance notice) shall be given to each member of record entitled to vote at the meeting at least five (5) days prior to the day named for the meeting. Special meetings of the Foundation may be held at the call of the President or upon the written request to the President by at least one-third of the members of the Foundation. Notice of meetings of the members shall be in accordance with the notice provisions of Section 8.4 hereof. Section 5.2. There shall be a presiding officer at every meeting of the members. The presiding officer shall be the President of the Foundation or her/his designee. Section 5.3. At all meetings of members, the procedures outlined in The Modern Rules of Order shall be followed. -2-

3 ARTICLE VI BOARD OF DIRECTORS Section 6.1. The business and affairs of the Foundation shall be managed by the Foundation board of directors which may exercise all such powers of the Foundation and do all such acts as may be conducted on a not-for-profit basis and that are in conformance with the Certificate of Incorporation or by these Bylaws. Section 6.2. The Foundation board of directors shall consist five (5) directors, as determined from time to time by the United States Professional Tennis Association ( USPTA ) President. Foundation directors shall be natural persons of full age who, unless otherwise restricted by these Bylaws, need not be a resident of the State of New York. No person shall serve upon the Foundation board of directors (or, if serving, shall exercise any voting right), unless his/her service (or right to vote) shall have no adverse effect on the qualification of the Foundation as a foundation under the Laws of the State of New York and the appropriate taxing statute, or as an organization exempt under 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), or as an organization, contributions to which are deductible under Section 170(c)(2) of the Code, or as an organization which is not a Private Foundation under 509 of the Code. Section 6.3. The directors of the Foundation shall be appointed by the President of the USPTA. To be eligible to serve as a director of the Foundation the individual must be of legal age and meet all legal requirements than in effect for serving on the Board of a not-for-profit organization. At least four (4) members of the Board must be members of the USPTA. Except as provided herein, directors shall be appointed for a two (2) year terms of office which shall run concurrently with the term of the appointing USPTA President s term. -3-

4 Notwithstanding the above, at least two (2) of the five (5) incumbent directors shall be reappointed by the USPTA President that succeeds the President that initially appointed him//her. Each director shall hold office until the expiration of the term for which she/he was selected and until his/her successor has been selected and qualified or until his/her earlier death, resignation or removal. Section 6.4. A director may be removed when sufficient cause exists for such removal, including but not limited to, misfeasance, malfeasance, consistent failure to attend meetings, fraud, conviction of a felony or the committing of acts involving moral turpitude. The Foundation board of directors may entertain charges against any director. The removal of a director is subject to the approval of the USPTA board of directors. In connection with such a removal, the USPTA board of directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the Foundation. Section 6.5. Vacancies in the Foundation board of directors, including vacancies resulting from an increase in the number of directors, shall be filled by the USPTA President and each person so appointed shall serve as a director for the balance of the unexpired term. MEETINGS OF THE BOARD Section 6.6. A meeting of the Foundation board of directors shall be held at least once per year at such time and place as the Foundation board of directors may determine for the transaction of such business as may properly come before the meeting. Section 6.7. The Foundation board of directors may make such rules and regulations governing its meetings as it may in its discretion deem necessary. At all meetings of the Foundation board a majority of directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a -4-

5 meeting at which a quorum is present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of Foundation directors, the directors present may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted thereat other than by announcement at the meeting at which such adjournment is taken. Each Foundation director shall be entitled to cast one vote and shall be entitled to vote upon all matters submitted to the board for a vote. Section 6.8. No director shall by reason of his/her position as Foundation director be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent a Foundation director from receiving any compensation for duties other than as a director of the Foundation. COMMITTEES OF DIRECTORS Section 6.9. The Foundation board of directors may, by resolution adopted by a majority of the whole board, designate one or more standing committees, each such committee to consist of one or more of the directors of the Foundation. The Foundation board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee to the extent provided in such resolution or in these bylaws, shall have and exercise the authority of the board of directors in the management of the business and affairs of the Foundation. In addition to the foregoing committees, the President may appoint one or more ad hoc committees and designate the functions and membership thereof, which committees shall not exercise the authority of the Foundation board of directors unless, and only to the extent, specifically authorized by resolution of the Foundation board of directors. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any -5-

6 meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Members of committees shall be appointed for a two-year term or less, if such term is sooner terminated by the Foundation board of directors. PARTICIPATION IN MEETING BY TELEPHONE Section One or more Foundation directors may participate in a meeting of the Foundation board or of a committee of the Foundation by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting. INFORMAL ACTION BY DIRECTORS OR COMMITTEES Section Any action which may be taken at a meeting of the Foundation directors or of a Foundation committee may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or the members of the committee, as the case may be, and shall be filed with the Secretary of the Foundation. LIABILITY OF DIRECTORS Section No person who is or was a member of this Foundation shall be liable, solely by reason of being a member, under an order of a court or in any other manner, for a debt, obligation or liability of the Foundation of any kind or for the acts of any member or representative of the Foundation. Section No person who is or was a director of this Foundation shall be personally liable, as such, for monetary damages for any action taken unless (a) such director has breached or failed to perform the duties of his/her or her office under the New York -6-

7 State Nonprofit Corporation Law and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law. If the law of the State of New York hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Foundation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended New York law. ARTICLE VII OFFICERS Section 7.1. The President, Secretary and Treasurer or persons who shall act as such, regardless of the name or title by which they may be designated, of the Foundation shall be appointed by the President of the USPTA. The President and Secretary shall be natural persons of full age. The Treasurer may be a corporation, but if a natural person, shall be of full age. Any number of offices may be held by the same person, except no person may concurrently hold the offices of President and Secretary. Section 7.2. The President of the Foundation may also appoint such other Vice Presidents, or other officers and assistant officers as the needs of the Foundation may require who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be determined by President. Section 7.3. The officers of the Foundation shall hold office for concurrent terms with the Foundation board of directors and until their successors are selected and qualified or until their earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Foundation. The resignation shall be effective upon receipt -7-

8 thereof by the Foundation or at such subsequent time as may be specified in the notice of resignation. Any officer or agent of the Foundation may be removed by the USPTA board of directors whenever in its judgment the best interests of the Foundation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the USPTA President. Section 7.4. No officer shall by reason of his/her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer from receiving any compensation from the Foundation for duties other than as an officer of the Foundation. Further, the board of directors may hire and fix the compensation of any and all employees and agents which in its discretion may determine to be necessary in the conduct of the business of the Foundation. THE PRESIDENT Section 7.5. The President of the Foundation shall preside at all meetings of the Foundation board of directors. The President shall, subject to the authority of the board of directors, have general supervisory authority over the management of the business of the Foundation and shall see that all orders and resolutions of the board are carried into effect. Section 7.6. The President, subject to the prior approval of the Board of Directors of the USPTA, shall execute bonds, mortgage and other contracts requiring a seal, under the seal of the Foundation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Foundation. -8-

9 THE VICE-PRESIDENT Section 7.7. The Vice-President, if any, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Foundation President may delegate to him. If the Foundation President shall have appointed more than one Vice-President, the Foundation President shall designate the order in which they shall succeed the President upon his/her absence or disability. THE SECRETARY Section 7.8. The Secretary shall attend all meetings of the board and shall be responsible for keeping or overseeing the books and records and the minutes of all the proceedings of the Foundation to be kept for that purpose, and shall perform like duties for the committees of the board of directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the board of directors, and shall perform such other duties as may be prescribed by the President. THE TREASURER Section 7.9. The Treasurer shall have oversight responsibility for the financial management and controls of the Foundation, including consulting with the USPTA on the preparation and supervision of budgets, and arrangement for audits as required by applicable law. The Treasurer designee shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Foundation. Section The Treasurer shall oversee and account for the disbursement of the funds of the Foundation as may be approved by the USPTA board of directors, taking proper vouchers for such disbursements, and shall render to the Foundation -9-

10 board of directors, whenever they may require it, an account of all transactions and of the financial condition of the Foundation. Section If required by the Foundation board of directors, the Treasurer shall give the Foundation a bond in such sum, and with such surety or sureties as may be satisfactory to the board of directors, for the faithful discharge of the duties of his/her office and for the restoration to the Foundation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the Foundation. ARTICLE VIII GENERAL PROVISIONS CHECKS AND NOTES Section 8.1. All checks or demands for money and notes of the Foundation shall be signed by such individual(s) as the board of directors may from time to time designate. FISCAL YEAR Section 8.2. The fiscal year of the Foundation shall be the calendar year. SEAL Section 8.3. The corporate seal, if obtained, shall have inscribed thereon the name of the Foundation, the year of its organization and the words Corporate Seal, New York. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced. Except as otherwise required by statute, the affixation of the corporate seal shall not be necessary to the valid execution, assignment or endorsement by the Foundation. -10-

11 NOTICES Section 8.4. Whenever written notice is required by be given to any person under the provisions of the statutes or of the certificate of incorporation or of these Bylaws, it may be given to such person either personally or by sending a copy thereof by first class mail or express mail postage prepaid, or courier service, charges prepaid, or by facsimile transmission, to his/her address (or facsimile number) appearing on the books of the Foundation or supplied to the Foundation for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or courier service for transmission to such person or, in the case of or facsimile, when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information required by statute. Section 8.5. Whenever any written notice is required to be given by statute or by the Certificate of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of any person entitled to notice at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. ARTICLE IX INDEMNIFICATION Section 9.1. The Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or -11-

12 proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Foundation), by reason of the fact that he is or was a representative of the Foundation, or is or was serving at the request of the Foundation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise (such person being herein called an Indemnified Person ), against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action or proceeding (herein called collectively the Indemnified Liabilities ), if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Foundation and, with respect to any criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful. In addition, the Foundation shall indemnify any person who was or is a party, or is threatened to be made party, to any threatened, pending or completed action by or in the right of the Foundation to procure a judgment in its favor by reason of the fact that the person is or was a representative of the Foundation, or is or was serving at the request of the Foundation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection with the defense or settlement of the action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Foundation. Indemnification shall not be made in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Foundation unless the court in which the action was brought determines upon application that, despite the adjudication of -12-

13 liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the other court deems proper. Section 9.2. Expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding may be paid by the Foundation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Section 9.3 of this Article, upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Foundation as authorized in this Article. Section 9.3. (a) Any indemnification under Section 9.1 of this Article (unless ordered by a court) shall be made by the Foundation unless a determination is reasonably and promptly made that indemnification of the Indemnified Person is not proper in the circumstances because he has not satisfied the terms set forth in Section 9.1. (b) Expenses shall be advanced by the Foundation to an Indemnified Person upon a determination that he or she is an Indemnified Person as defined in Section 9.1 of this Article and has satisfied the terms set forth in Section 9.2 of this Article. (c) All determinations under this Section 9.3 shall be made: (1) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) If such a quorum is not obtainable, or, even if obtainable, if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) By the members. -13-

14 Section 9.4. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in this official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 9.5. The Foundation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Foundation, or is or was serving at the request of the Foundation as a trustee, partner, director, officer, employee or agent of another Foundation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his/her status as such, whether or not the Foundation would have the power to indemnify him against such liability under the provisions of this Article. ARTICLE X EXEMPTION REQUIREMENTS Section No part of the Foundation s net earnings shall inure to the benefit of, or be distributable to, any contributor, trustee, officer or other private individual or person, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes set forth herein; no substantial part of the activities of the Foundation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted by Section 501(h) of the Code; and the Foundation shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on -14-

15 behalf of (or in opposition to) any candidate for public office. Upon any dissolution or windingup of the Foundation, whether voluntary or involuntary, all assets of the Foundation remaining, after payment or the provision for the satisfaction of all liabilities or obligations of the Foundation shall be distributed, except as may be provided by law and subject to the direction and control of a court of competent jurisdiction, to one or more organizations selected by the board of directors, provided the organization complies as an exempt organization under Section 501(c)(3) of the Code. Section Notwithstanding any other provision of these Bylaws or the Certificate of Incorporation of the Foundation, the Foundation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code; or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code; nor engage in any activity or exercise any powers that are not in furtherance of the corporate purposes as established in the Articles of Incorporation. ARTICLE XI AMENDMENTS Section Amendments to these bylaws may be made at any meeting of the Foundation board of directors, after thirty (30) days written notice has been given to the members of the board of directors, upon a vote of at least two thirds of the members of the board. Adopted: -15-