Constitution of the USTA Eastern, Incorporated (As amended at the Annual Meeting of January 26, 2013)

Transcription

1 Constitution of the USTA Eastern, Incorporated (As amended at the Annual Meeting of January 26, 2013) FIRST: The name of the corporation is USTA EASTERN, INCORPORATED (hereinafter sometimes called the Corporation and sometimes USTA Eastern ). SECOND: That it is a corporation as defined in subparagraph (a) (5) of Section 102 of New York Not-For-Profit Corporation Law ( the Law ). THIRD: The purposes for which it is formed are: A. To promote the development of tennis as a means of healthful recreation and physical fitness, B. To establish and maintain rules of fair play and high standards of sportsmanship, C. To represent the jurisdiction of USTA EASTERN, Inc. as a Sectional Member of the United States Tennis Association, Incorporated, hereinafter sometimes called the USTA, D. To engage in any other lawful activity, which may be necessary or desirable to carry out the general purposes of the Corporation. Subject to the limitations prescribed by statute and in furtherance of its corporate purposes, the Corporation shall have the following powers, which shall not be deemed to be exclusive of any other powers provided by the Law: to acquire by gift, legacy, bequest, devise, grant, purchase, exchange, lease or any other lawful means, funds, and property of every kind and nature, without limitation and to hold, invest, reinvest, administer, use, expend, contribute, convey, assign, dispose of and/or devote the same or any part thereof, including income or capital, or both, for the advancement, promotion, fostering or accomplishment of the aforesaid purposes, or any of them; and to do any and all lawful acts and things suitable, useful, desirable or proper, for the advancement, promotion, fostering or accomplishment of the aforesaid purposes, or any of them, directly or indirectly, and either alone or through the agency of, or in association in any form with, other persons, organizations, firms, associations, corporations, or institutions, within such limitations as are provided by law under section 201 of the Law. Eastern is a type A not-for-profit corporation. FOURTH: The office of the corporation is to be located within the boundaries of the section. FIFTH: The territory in which the operation of the corporation will be principally conducted is that geographical area comprising the USTA s Eastern Section as that term is defined in the Bylaws of the USTA, but the corporation may do any one or more of the acts herein set forth as its purpose, within or without the United States of America or any part of the world. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 1 of 23

2 SIXTH: The duration of the corporation shall be perpetual. SEVENTH: The Post Office Address to which the Secretary of State shall mail a copy of any notice required by law is 70 West Red Oak Lane, White Plains, New York EIGHTH: No approvals or consents are required to be attached to this Certificate of Incorporation. NINTH: The authorized number and classification of the members of said corporation, classes of membership, property, voting and other rights and privileges of membership, and each of them, and the liability of each or all classes to dues or assessments, and the method of collection thereof, shall be set forth in the Bylaws of said corporation. TENTH: Eastern may (to the extent permitted by law) indemnify each and every director, officer, committee and sub-committee member, past or present, of the corporation and their heirs, executors, directors, assigns, and administrators against all expenses, including amounts of judgments against or amounts paid in settlement by such persons, together with all costs, legal, accounting or otherwise, necessarily or reasonably incurred by or otherwise imposed upon them, in connection with the defense of any action, suit or proceeding to which they may be made a party, or with which they may be threatened by reason of action taken by or on behalf of the corporation, whether or not that person continues to be such at the time of incurring such expenses. The right of indemnification provided by this Article shall not be deemed exclusive of any other right to which those indemnified may be entitled apart from this article. ELEVENTH: No part of the income of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No part of the activities of the corporation shall be devoted to propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. Net Earnings, if any, will be devoted exclusively to such purposes as will qualify this corporation for exemption under Section 501 (c) (4) of the Internal Revenue Code of 1954, as amended. In the event of dissolution, all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501 (c) (3) of the Internal Revenue Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 2 of 23

3 Code of 1954, as amended, as may be determined by an affirmative vote of the majority of the Directors of the corporation, or as may be determined by a court of competent jurisdiction, all of which shall be subject to approval by a Justice of the Supreme Court of the State of New York. The Constitution of the USTA Eastern Section became effective on the 26th day of January, 2013 as approved by the general membership as attested by my signature. (Original signature on file) Claude Okin Secretary Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 3 of 23

4 BYLAWS of USTA EASTERN, INCORPORATED A Section of the UNITED STATES TENNIS ASSOCIATION ARTICLE I - NAME The name of the association shall be USTA EASTERN, INC., hereinafter referred to as USTA EASTERN or ASSOCIATION and it is a corporation under the Not-for-Profit Corporation Law of the State of New York with principal offices at 70 West Red Oak Lane, White Plains, New York and is a non-profit membership corporation devoted to the purposes hereinafter set forth in Article III or in its constitution. ARTICLE II - TERRITORIAL JURISDICTION The territorial jurisdiction of the ASSOCIATION shall be as set forth in Bylaw 3 of the Bylaws of the United States Tennis Association, Inc., hereinafter referred to as USTA. ARTICLE III PURPOSES The ASSOCIATION shall devote itself to the following: 1. The development of tennis as a means of healthful recreation and physical fitness and the establishment and maintenance of rules of play and high standards of amateurism and good sportsmanship. 2. Promoting interest and activity in the game of tennis including, but not limited to, holding, awarding, scheduling and supervising tournaments, clinics and exhibition matches of whatever type or classification held at or by the ASSOCIATION members and working with other organizations to promote and coordinate better general tennis activities within the USTA EASTERN section, hereinafter referred to as the SECTION. 3. Assisting in organizing and maintaining local associations hereinafter referred to as District Associations and Regional Associations. 4. Cooperating and working in conjunction with all recognized tennis programs in the colleges, schools and local municipalities located within the territorial jurisdiction of the ASSOCIATION. 5. Achieving greater diversity throughout the sport of tennis and fostering an environment that is inclusive and appealing to all races, genders, ethnic groups, beliefs, economic classes, sexual orientations, family status, physical abilities, appearances, and ideas. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 4 of 23

5 ARTICLE IV - GEOGRAPHICAL REGIONS AND DISTRICTS The territory of the association shall be divided into six (6) geographical regions and fifteen (15) geographical districts. GEOGRAPHICAL REGIONS No. Name Area 1. Western District 13 (Onondaga), District 14 (Genesee Valley) and District 15 (Western) 2. Northern District 11 (Capital) and District 12 (Mohawk) 3. Southern District 8 (Westchester/Rockland/Connecticut) and District 9 (Hudson Valley) 4. Metropolitan District 1 (Manhattan), District 2 (Bronx), District 3 New York (Brooklyn), District 4 (Staten Island) and District 5 (Queens) 5. Long Island District 6 (Nassau) and District 7 (Suffolk) 6. New Jersey District 10 (New Jersey) GEOGRAPHICAL DISTRICTS 1. Manhattan New York County 2. Bronx Bronx County 3. Brooklyn Kings County 4. Staten Island Richmond County 5. Queens Queens County 6. Nassau Nassau County 7. Suffolk Suffolk County Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 5 of 23

6 8. Westchester/ Westchester and Rockland Counties and that part of Rockland/ the State of Connecticut within a radius of 35 miles of Connecticut City Hall in the City of New York, excepting that part which is within the city limits of Stamford (which shall form part of the New England Section) 9. Hudson Valley Dutchess County, Putnam County, Orange County, Sullivan County and Ulster County 10. New Jersey Counties of Passaic, Bergen, Essex, Union, and Hudson; the County of Monmouth, excepting the townships and boroughs of Manasquan, Sea Girt, Spring Lake, Spring Lake Heights, Avon-by-the Sea, Bradley Beach, Neptune, Neptune City, South Belmar, Belmar, Wall, Howell, Farmingdale, Millstone, Roosevelt, Upper Freehold, Allentown, Brielle, Freehold, Freehold Townships, Manalapan, Englishtown (which shall form part of the Middle States Section); the county of Middlesex, excepting the townships and boroughs of Cranbury, South Brunswick, Plainsboro, Jamesburg and Monroe (which shall form part of the Middle States Section); the county of Somerset, excepting the townships and boroughs of Rocky Hill, Montgomery, Hillsborough, Branchburg and Bedminster (which shall form part of the Middle States Section); and the county of Morris, excepting the townships and boroughs of Chester, Chester Township, Washington, Mount Olive, Netcong, Roxbury and Mount Arlington (which shall form part of the Middles States Section) 11. Capital Delaware County, Greene County, Columbia County, Schoharie County, Albany County, Rensselaer County, Montgomery County, Fulton County, Schenectady County, Saratoga County, Washington County, Hamilton County, Warren County, Essex County, Franklin County and Clinton County 12. Mohawk Otsego County, Herkimer County, Oneida County, Lewis County and St. Lawrence County 13. Onondaga Broome County, Tioga County, Chenango County, Cortland County, Tompkins County, Madison County, Onondaga County, Cayuga County, Oswego County and Jefferson County Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 6 of 23

7 14. Genesee Valley Monroe County, Wayne County, Livingston County, Ontario County, Yates County, Seneca County, Steuben County, Schuyler County and Chemung County 15. Western Chautauqua County, Cataraugus County, Alleghany County, Erie County, Wyoming County, Niagara County, Genesee County and Orleans County ARTICLE V - MEMBERSHIP 1. Any organization of a permanent character located within the boundaries of USTA EASTERN interested in the purposes of the USTA is eligible for membership in the ASSOCIATION as follows: a) Clubs: Any private or commercial club, resort, hotel, condominium, apartment complex, or homeowner s association that controls and maintains tennis facilities. b) Community Tennis Associations: Any multi-purpose, incorporated, geographically defined, not-for-profit, volunteer tennis support organization, which supports or provides comprehensive tennis programs. c) Schools: Any Elementary or Secondary school, College, University or other educational institution. d) Parks and Recreation Departments: Any municipal, county or other public entity that fosters tennis activities. e) Tennis Program Delivery or Tennis Service Organizations: Any other organization that actively conducts, controls, or supervises tennis activities. 2. Any individual interested in the purposes of the ASSOCIATION is eligible for individual Membership as follows: Adult: Junior: Family: Life: Any individual 19 years of age or over Any individual under the age of 19 years Residents of the same household who consider themselves a family Any individual of any age An individual may only have one (1) USTA membership. Applications for membership shall be made pursuant to procedures established by the USTA. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 7 of 23

8 By accepting USTA membership, a member agrees to follow EASTERN s Constitution, Bylaws, Standing Orders, Rules and Regulations and to exhaust all administrative remedies provided therein in each controversy and complaint involving participation in USTA EASTERN activities. Memberships and all rights of participation in USTA EASTERN, including all tournaments and other events conducted or sanctioned by it, shall be open to athletes, coaches, trainers, administrators, officials, and all other persons without regard to race, age, creed, sexual orientation, color, national origin, or sex. Nonetheless, participation in divisions of tournaments and other events may be restricted on the basis of sex or age. ARTICLE VI - VOTING RIGHTS, DUES AND REPRESENTATION 1. Each classification of membership as defined in the preceding Article V1 (a-e), shall be entitled to vote at USTA EASTERN Annual and/or Special meetings. 2. All Membership dues, as set forth by the USTA shall be paid pursuant to the terms and conditions set forth by the USTA. All membership rights with USTA EASTERN are contingent upon membership dues being paid in full to the USTA and compliance with the Constitution, Bylaws, and Rules and Regulations of USTA EASTERN. 3. The voting strength of each organization referenced in By-Law V is as follows: a) Clubs 75 votes plus 10 votes per tennis court maintained at the club with a maximum accumulated vote being 175 votes. b) Community Tennis Associations 75 votes c) Schools 25 votes d) Parks and Recreation Departments e) Tennis Program Delivery or Tennis Service Organizations 25 votes 25 votes 4. All Member Organizations shall be entitled to receive notice of all Annual and/or Special meetings and may attend the same. 5. Any Membership Organization resignation must be in writing and filed with the ASSOCIATION S Secretary. Any Membership Organization resignation that has not been received prior to the date of the Annual Meeting shall continue to be liable for the annual dues for the current fiscal year. Any Member Organization Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 8 of 23

9 failing to pay the required dues for two (2) consecutive years shall automatically be dropped from membership. ARTICLE VII - ELECTIONS 1. A slate of candidates shall be elected for the section and the regions every two (2) years at the Annual Meeting of USTA EASTERN. This meeting and the reorganization of the Board of Directors and the Executive Board shall occur in the same year as the reorganization of the USTA Board. 2. The slate of candidates elected for the section shall include the following positions: a) President b) Vice President c) Secretary d) Treasurer e) Four (4) at large positions (two of which cannot reside in the same region) 3. The slate of candidates elected for the region shall include the following positions: a) Regional President b) Vice President c) Secretary The Sectional slate of candidates elected shall serve on the Board of Directors and the Regional President, for each region, shall serve on the Board of Directors. 4. Each Member Organization is entitled to vote for the Sectional slate of candidates and the Regional slate of candidates in which they have been assigned so long as the organization is an official member of the USTA no later than one (1) year prior to the election. In addition, each Membership Organization must have their membership dues current at the time of the election in order for their vote to be valid. 5. The Sectional Nominating Committee shall nominate a slate of candidates and the proposed new Nominating Committee of five (5) people with one designated as Chairperson. The Sectional Nominating Committee shall file with the Secretary of USTA EASTERN a slate of candidates no later than eighty-five (85) days before the election. No one (1) individual can be nominated for more than one (1) position. Furthermore, in the event of a contested election, no one (1) individual can be nominated on more than one (1) slate of candidates. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 9 of 23

10 6. The Regional Nominating Committee shall file with the Secretary of USTA EASTERN their respective slate of candidates no later than October 1. No one (1) individual can be nominated for more than one (1) position. Furthermore, in the event of a contested election, no one (1) individual can be nominated on more than one (1) slate of candidates. No one (1) individual can be nominated for the same election on a regional slate of candidates and a sectional slate of candidates. 7. Notice of the filing of the Regional and Sectional slate of candidates with the Secretary of this section shall be made to the membership no later than seventy-five (75) days before the election. 8. All additional slates of candidates can be self-nominated by the filing of the slate with the Secretary of USTA EASTERN no later than twenty (20) days after notice of the Sectional Nominating Committee s slate of candidates has been mailed to the membership. If any deadline date falls on a holiday, then the following day that the Association office is open shall act as the deadline date. In order for an election to occur, each additional slate of candidates must comply with the requirements set forth in Paragraph The filing of any slate of candidates in opposition to the Regional or Sectional Nominating Committee s slate of candidates can occur so long as the following is complied with: a) The opposition slate of candidates has a full slate of candidates; and b) No one (1) person is listed for more than one (1) position; and c) No one (1) person can be listed for a position on a Sectional slate of candidates and a Regional slate of candidates; and d) The Sectional slate of candidates shall file a petition with the Secretary of USTA EASTERN establishing at least fifteen (15%) percent support of the total eligible voting membership within the section, with at least one (1%) percent of the total eligible voting membership coming from each region. The form of the petition is to be provided by the Secretary of USTA Eastern. In the event of an opposing slate of candidates being filed in the region, then that slate of candidates shall file a petition with the Secretary of USTA EASTERN establishing at least fifteen percent (15%) support of the total eligible voting membership of that respective region. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 10 of 23

11 e) All persons nominated for any position on a slate of candidates shall be a member in good standing of the USTA and be a resident within the Eastern Section. 10. A Member Organization as previously defined in Article V may vote at an Annual or Special Meeting on all business properly brought before that meeting excepting elections which will be voted by mail and in the manner prescribed herein. Such votes may be cast by a person authorized to vote on behalf of the Member Organization as a whole. Requests for credentials authorizing such a person to cast votes for a specific Member Organization will be issued in conformity with the census form hereinafter mentioned and must be received in the SECTION office or (in the case of contested elections) at the independent accountant s office no later than the close of business hours seven (7) business days prior to the date of the Annual or Special Meeting for which such credentials are requested. 11. A Member Organization can vote by mail. A mail-in vote can only be made on the official ballot form, which shall be numbered. An official ballot must provide the position, the name of the individual seeking election for that position and the region in which the individual resides. This information must be provided for every individual set forth in the slate of candidates. The ballot must also provide instructions on how to properly fill out and return a ballot. A separate ballot shall be prepared for each region listing separately the Sectional slate of candidates and the Regional slate of candidates. 12. An independent accountant shall be appointed to count the ballots cast in any contested election. All ballots shall be sent directly to the appointed independent accountant 13. The Election Committee will be appointed by the President with the consent of the Board of Directors within thirty (30) days of the Section Board of Directors assuming office. The Election Committee shall review, then confirm or deny, any new organizational membership within fourteen (14) days of its receipt from the USTA. It may ask assistance of USTA EASTERN staff to establish the efficacy of any application. Any disputed ruling shall be referred to its proper place, the Board of Directors, for final decision. All disputes regarding membership applications, membership status, and voting rights shall, in the first instance be determined by the Election Committee who shall forward their findings and recommendation to the Board of Directors for decision. Any appeal of that decision shall be made to the Executive Board, whose decision shall be final and binding on the disputants. The Election Committee is charged with settling any election disputes that arise subsequent to the appointment of the majority of committee members. In a contested election the authenticity of conflicting ballots will be decided Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 11 of 23

12 by procedures set up by the Election Committee and promulgated to the membership along with the numbered ballots. If the independent accountant determines that there is a question as to the validity of any ballot, such information shall be presented to the Election Committee for determination as to the validity of the ballot. The decision of the Election Committee shall be binding. No member of the Election Committee can be a candidate for office during their term of service. The Election Committee shall certify a list no later than eleven (11) months prior to the election. 14. Candidates nominated as provided for herein and no others shall be eligible for election, unless by unanimous consent of an Annual Meeting. ARTICLE VIII - OFFICERS, MANAGEMENT OF THE ASSOCIATION 1. There shall be elected by all the Membership Organizations of the section atlarge, the following officers of the ASSOCIATION: a) President b) Vice President c) Secretary d) Treasurer e) Four (4) at large representatives, of which two (2) shall not reside in the same region, commencing in the 2015 election. In addition each region shall elect a representative of their region who shall serve as an officer of the ASSOCIATION. This elected position will be identified as Regional President. All such persons elected shall constitute the Board of Directors. All such persons shall be elected for a two (2) year term. The President shall not be elected to two (2) successive terms as President. 2. The President shall be the Chief Executive Officer of the ASSOCIATION. This person shall preside at all meetings of the ASSOCIATION, its Board of Directors and the Executive Board. This person shall appoint, with the consent of the Board of Directors, all committee Chairpersons and committee members whose appointments are not otherwise provided for herein. This person shall be a member ex-officio of all committees except the Nominating Committee of the ASSOCIATION. 3. The Vice President shall assist the President in the performance of all of the President s duties, as directed by the President, and act in the place and stead of the President in the President s absence or in case of the President s resignation, incapacity or death. This person shall be Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 12 of 23

13 responsible for such areas of operations and other duties as are assigned by the President. 4. The Regional President for each of the six (6) Regions of the ASSOCIATION must reside within the Region and shall represent the interest of the Region to the ASSOCIATION; shall be responsible for making certain that the Region is in compliance with all provisions of the ASSOCIATION S Constitution, Bylaws and Rules and Regulations; that the Region will model itself in alignment with the structure of the ASSOCIATION; provide for open and transparent election procedures and provide all volunteers with an equal opportunity to express their views and ample opportunity to do so; shall perform such other duties and tasks as the President shall assign from time to time; shall coordinate the efforts of the District organizations within the Region in the work and programs of the ASSOCIATION and shall report from time to time on the foregoing to the President and the Board of Directors. Not later than ten (10) days following the Annual Meeting each Regional President shall appoint, with the approval of the Board of Directors, one Delegate from each of the Districts within the Region who shall serve for a term of two (2) years or until a successor is appointed. 5. The Secretary shall be responsible for keeping accurate, up-to-date membership records for certifying voting power. The Secretary shall keep minutes of all ASSOCIATION meetings and all meetings of the Board of Directors and the Executive Board, shall receive and keep up-to-date all committee reports; shall be responsible for sending all notices required by the Constitution and/or the Bylaws and shall carry out such other duties and tasks as may be assigned by the President; shall be responsible for ensuring that the staff indexes all motions passed at Board of Directors and Executive Board meetings, verifying that all minutes are saved and stored electronically and readily available to all Board of Directors and Executive Board Members. 6. The Treasurer shall be responsible for the financial management of the ASSOCIATION and shall annually prepare, with the aid of the Executive Director, a budget for the forthcoming year to be submitted to the Board of Directors within the fourth quarter of each year and shall be responsible for the proper disbursement of all funds of the ASSOCIATION as approved by the President or the Board of Directors and shall make such reports as the President requires including an annual report for the Annual Meeting showing the receipt and expenditure of all monies of the ASSOCIATION. The books and accounts of the ASSOCIATION shall be audited by an independent firm of public accountants at least annually. The fiscal year of the ASSOCIATION shall be the calendar year. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 13 of 23

14 7. The four (4) members elected at large shall assist and advise the President as directed and requested by the President. 8. The immediate past President shall assist and advise the President as directed and requested by the President and shall serve as the USTA Delegate. If the immediate Past President cannot serve as the USTA Delegate, then the President shall nominate the USTA Delegate with the consent of the Board of Directors. The USTA Delegate shall, at the direction of the Board of Directors, vote on all matters before the USTA on behalf of the SECTION. 9. The affairs of the ASSOCIATION shall be managed by a Board of Directors whose membership shall consist of four (4) officers, six (6) Regional Presidents, USTA Delegate, and commencing with the 2015 election, four (4) members elected at large and a member of the USTA Eastern Junior Tennis Foundation. Eight (8) members shall constitute a quorum and, except as herein otherwise set forth, action of the Board of Directors shall be by majority vote of those present and duly voting. 10. There shall be an Executive Board, hereinafter referred to as the Executive Board, composed of each of the four elected officers, the USTA Delegate, Junior Tennis Foundation Representative, the six Regional Presidents, all Past Presidents of the ASSOCIATION, the four (4) members at large and the Chairpersons of the following standing committees: Adult Competition Committee; Junior Competition Committee; Community Development Committee; Multicultural Participation Committee; the Nominating Committee; and the Adult League Committee. 11. The Executive Board shall have authority to suspend or expel any member or officer of the ASSOCIATION who neglects or refuses to comply with the Constitution or Bylaws of the ASSOCIATION or any other rule or regulation promulgated by it on such terms, and conditions as the Executive Board shall determine. There shall be a hearing on written complaint and the member or officer shall be entitled to a copy of the complaint and shall have the opportunity to defend. 12. The Board of Directors, acting as a body, or through duly elected officers of the ASSOCIATION, shall have the authority to make, alter or amend any of the Rules, Regulations or Standing Orders relating to tournaments, ranking or other procedures with respect to the ASSOCIATION S operation, provided written notice of any such action or proposal shall have been given to all members of the Board of Directors at least five (5) days prior to the meeting at which any such action is taken and provided further that a majority of the members of the Board of Directors present and voting adopts the same. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 14 of 23

15 13. The Board of Directors, in addition to its other powers, shall authorize the expenditure of ASSOCIATION funds, rule on all applications for memberships, may propose suspensions or act on matters relating to discipline and shall act as the Appeal Board with respect to decisions of the Tournament Rules and Discipline Committee and the Ranking Committees. 14. The President, with the consent and approval of the Board of Directors, may employ on behalf of the ASSOCIATION an Executive Director, who shall be the Chief Operating Officer of the ASSOCIATION, and such other personnel on such terms and conditions as seems fit. The Executive Director shall attend all meetings of the Board of Directors and the Executive Board as an ex-officio member without voting power, shall assist the officers in carrying out their duties and do such other tasks as may be assigned by the President. The Executive Director shall serve at the pleasure of the Board of Directors. 15. The President shall appoint with the consent and approval of the Board of Directors a General Counsel, who shall, when called upon by the President, the Executive Board or the Board of Directors, advise or represent the ASSOCIATION on legal matters. The General Counsel shall be a member of the Bar in good standing and shall serve without compensation except by special authorization of the Board of Directors and shall serve at the pleasure of the Board of Directors. 16. The Board of Directors shall meet at such a time and place as the President shall direct, but not less frequently than once in each calendar quarter. 17. The Executive Board shall meet at least once a year to receive reports of the President and Board of Directors and to review the activities of the ASSOCIATION and shall meet at such other times and places as designated by the President who shall have the authority to convene meetings of the Executive Board at any time. The Secretary shall give not less than five (5) days notice of such meetings to all members of the Executive Board. The Executive Board shall meet on the written request of five (5) members thereof on five (5) days notice, as above. Seven (7) members shall constitute a quorum for all Executive Board meetings and except as herein otherwise set forth, action of the Executive Board shall be by majority vote of those present and duly voting. 18. In case any vacancy should occur in the elected or appointed members of the Board of Directors, it may be filled by the President with the approval of the Board of Directors for the period until the next Annual Meeting at which there is a normally scheduled election. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 15 of 23

16 ARTICLE IX - STANDING COMMITTEES Chairpersons of the Standing Committees of the ASSOCIATION, except for the Nominating Committee, shall be appointed by the President with the approval of the Board of Directors. Each such committee shall have not less than three (3) members. Those committees with Chairpersons on the Executive Board will have representation from each of the six (6) regions and shall be the appointment of the Regional Presidents. In case of vacancy on any such committee, the Chairperson of the committee shall, with the approval of the President, fill the vacancy, excepting that the President shall fill all the Chairpersons vacancies with the consent of the Board of Directors. Committee Chairpersons and members shall serve at the pleasure of the President. The duties and responsibilities of each shall be as in set forth in the Bylaws and Rules, Regulations and Standing Orders of the ASSOCIATION. All Committee Chairpersons shall file written reports of the activities of their respective committees with the Secretary of the ASSOCIATION not later than the first day of December each year, excepting that the Ranking Committee s reports shall be filed on a date annually selected. The Nominating Committee shall consist of five (5) members, at least one of whom shall be a member of the Executive Board. The sitting Nominating Committee will nominate a new Nominating Committee which shall be elected at every other Annual Meeting (with the election of other officers of the Association) for a term of two (2) years or until their successors are elected. The Committee should reflect the diversity of the section and provide representation from the various regions whenever possible. Only one (1) member of the Nominating Committee may serve continuously for two (2) consecutive terms. No member of the standing Sectional Nominating Committee may be nominated for election on the next Board of Directors by said Sectional Nominating Committee, or in the event of resignation from the Sectional Nominating Committee, be appointed or elected to fulfill an unexpired term of office. The Standing Committees of the ASSOCIATION shall be as follows: Adult Competition Committee; Charter and Bylaws Committee; Community Development Committee; Election Committee; Budget and Finance Committee; Junior Competition Committee; Diversity & Inclusion Committee; Nominating Committee; Adult League Tennis Committee; and Compensation Committee. Only the President, with the voted approval of the Board of Directors, may appoint such other committees as may be necessary. All such committees of an ad hoc nature expire and can be resubmitted for renewal every two (2) years at the start of a new Board of Directors. Staff may serve in non-voting capacity on any committee at the invitation and pleasure of that committee s volunteer chair (with the exception of the Nominating Committee). ARTICLE X - MEETINGS AND VOTING 1. The Annual Meeting of the ASSOCIATION shall be held not later than the 31 st day in January of each year at a time, date and place designated by the President with the approval of the Board of Directors. Notice of the time and Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 16 of 23

17 place of the Annual Meeting, any ballots for Section and Region slates of candidates, and any proposed amendments of the Bylaws, shall be sent to each voting member at least forty-five (45) days prior to the date of the meeting. 2. Each delegate must present written credentials from the Member Organization he represents at the Annual Meeting. Such credentials and all proxies must be signed by at least two (2) officers of the Member Organization. 3. Special meetings of the ASSOCIATION may be called by the President or by two (2) members of the Board of Directors or upon a written request of twenty-five (25) Member Organizations in any category set forth in Article V. 4. Notice of the time and place stating the purpose of all special meetings shall be sent to each Member Organization at least seven (7) days prior to the date of the meeting and no business shall be considered or transacted at a special meeting other than set forth in the notice. 5. At all meetings of the ASSOCIATION representation of Member Organizations having total voting strength of not less than one thousand (1000) votes shall constitute a quorum. 6. Proxies may be voted at an Annual or Special Meeting of the ASSOCIATION. However, they will not be allowed for the election of officers. Proxies shall be valid at meetings of the Executive Board, but not permitted at the Board of Directors meetings, or meetings of other committees. When authorized, a mail vote may be taken, provided the notice sent with the ballot gives a short summary of the proposed action and of all sides of any controversial matter. 7. The President, with the approval of the Board of Directors, may authorize reasonable expenses to be reimbursed for authorized attendance at official meetings of the ASSOCIATION. 8. The President, with the approval of the Board of Directors, may authorize electronic or other alternative methods of voting with the exception that the method of voting for elections and for amendments to the Constitution and Bylaws cannot be changed by the President and/or Board of Directors. 9. All members of the Board of Directors shall be current USTA members residing within the SECTION, provided however, that any Past President member of the Executive Board shall not be required to reside within the SECTION. ARTICLE XI AMENDMENTS Amendments to these Bylaws may be made at any Regular or Special meeting of the ASSOCIATION by a vote of at least two thirds (2/3) of all the Member Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 17 of 23

18 Organizations votes cast provided that a notice of the proposed amendment has been sent to the members with the notice of the meeting. Amendments to these Bylaws must be initiated by or submitted to the Charter and Bylaws Committee who will review and then submit them to the Board of Directors with favorable or unfavorable comments. If the Board of Directors approves, the amendment will be presented to the membership at the next Annual or Special meeting of the Association. If the Board of Directors rejects the proposed amendment, then either the original submitter or the Charter and Bylaws Committee may have it presented to the Executive Board at the next regular or special Executive Board meeting. ARTICLE XII MISCELLANEOUS The ASSOCIATION S Bylaws, Rules, Regulations and Standing Orders shall be consistent with the USTA s Constitution, Bylaws and Standing Orders unless otherwise noted. The use of gender specific pronouns herein and in the Rules is not indicative of any restriction or preference, and is for convenience only. The Bylaws of the USTA Eastern Section became effective on the 26th day of January, 2013 as approved by the general membership as attested by my signature. (Original signature on file) Claude Okin Secretary Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 18 of 23

19 RULES, REGULATIONS AND STANDING ORDERS OF USTA EASTERN, INCORPORATED STANDING COMMITTEES 1. Adult Competition Committee: The Adult Competition Committee shall have overall charge of development of policy and administration of all affairs relating to adult competition. The committee shall be in charge of administering all tournaments and rankings, fundraising and providing disbursements. It shall create new programs, making recommendations on all adult competition matters to the Board of Directors and all suggestions and proposals on these matters shall be cleared with the committee. The Chairperson shall appoint such subcommittee chairpersons and members as shall be appropriate and desirable. 2. Charter and Bylaws Committee: The Charter and Bylaws Committee shall make and receive suggestions for amendments to the Constitution and Bylaws and/or Rules, Regulations and Standing Orders both as to form and substance; consider and act upon such suggestions and submit to the Board of Directors and/or Executive Board its recommendations; prepare for submission to any annual or special meeting of the ASSOCIATION such amendments as the Board of Directors and/or Executive Board shall approve; and perform such other functions as may be necessary or advisable to carry out the wishes of the Board of Directors and/or Executive Board in respect to the form or substance of the Constitution and/or Bylaws. The Charter and Bylaws Committee shall have a representative on any Committee on Committees that the Board of Directors may appoint. 3. Community Development Committee: The Community Development Committee shall have overall charge of development, policy and administration of the following programs: wheelchair tennis, programs for adaptive tennis, clinician services, films and publications, Community Tennis Associations, USTA/NJTL programs and school programs. It shall create new programs, making recommendations on all education and resource matters to the Board of Directors. The Chairperson shall appoint such subcommittee chairpersons and members as shall be appropriate and desirable. 4. Election Committee: The President with the consent of the Board of Directors will appoint an Election Committee within thirty (30) days of the Board of Directors assuming office. The Election Committee is charged with settling any election disputes in the next election after their appointment. The committee s decisions will be binding. The Election Committee shall review, then confirm or deny, any new organizational membership within fourteen (14) days of its receipt from the USTA. It may require assistance of USTA EASTERN Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 19 of 23

20 staff to establish the efficacy of any application. Any disputed ruling shall be referred to its proper place, the Board of Directors, for final decision. 5. Budget and Finance Committee: The Budget and Finance Committee shall supervise the financial affairs of the ASSOCIATION, making recommendations to the Board of Directors as to financial plans, methods, disbursement and investment of the funds of the ASSOCIATION. This committee shall be responsible for oversight of the audit process. 6. Junior Competition Committee: The Junior Competition Committee shall have overall charge of development policy and administration of all affairs relating to junior competition. The Committee shall be in charge of administering all tournaments, ranking, fundraising and authorizing disbursements. It shall create new programs, make recommendations on all junior competition matters to the Board of Directors and all suggestions and proposals on these matters shall be cleared with this committee. The Chairperson shall appoint such subcommittee chairpersons and members as shall be appropriate and desirable. 7. Diversity & Inclusion: The Diversity & Inclusion Committee shall have the overall charge of increasing the number of multicultural tennis players, coaches and volunteers. It shall promote tennis activity and USTA programs in non-traditional tennis communities and make recommendations to the Board of Directors regarding other methods of increasing multicultural participation. The Chairperson shall appoint such subcommittee chairpersons and members as shall be appropriate and desirable. 8. Nominating Committee: The Nominating Committee shall make nominations as prescribed in the Bylaws and shall consult with and assist the Regional Nominating Committees in the performance of their duties if requested. It shall, when requested by the President, offer suggestions for filling vacancies in any office or position included in the Constitution and Bylaws of USTA EASTERN. 9. Compensation Committee: The Compensation Committee shall oversee the compensation of USTA EASTERN staff. It shall review and research USTA EASTERN S compensation strategies and policies, relative to other similar entities, to set reasonable compensation. It shall evaluate and advise the Board of Directors, on such, at least on an annual basis. The Chairperson may appoint such subcommittees as shall be appropriate and desirable. 10. Adult League Committee: The Adult USTA League Committee is responsible for reviewing, revising and developing all USTA EASTERN rules and regulations and those of local, district and regional regulations for all levels and categories of USTA League play. It will oversee, with any Sectional League Coordinator, Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 20 of 23

21 the administration of the USTA League Adult, Senior, Super Senior, Trilevel, Mixed Doubles and any other categories that may come to be, as well as regular and championship play. The Chairperson may appoint such subcommittee chairpersons and members as shall be appropriate and desirable. 11. Jr. Team Tennis Committee: The Jr. Team Tennis ( JTT ) Committee is responsible for reviewing, revising and developing all Jr. Team Tennis USTA EASTERN rules and regulations, as well as rules and regulations governing local, district and regional play for all levels and categories of USTA EASTERN Jr. Team Tennis play. It will oversee, with any Section Jr. Team Tennis Coordinator, the administration of USTA EASTERN Jr. Team Tennis in any other categories that come to be, as well as regular and championship play. The Jr. Team Tennis Committee is responsible for overseeing the administration of USTA EASTERN programs and ensuring compliance with Regulations. As such, it will serve as consulting body for the USTA EASTERN Jr. Team Tennis Coordinator. The Chairperson of the Jr. Team Tennis Committee shall appoint other such subcommittees as may be appropriate and desirable. 12. All committee Chairpersons and committee members shall be current USTA members residing within the SECTION. REGIONAL ORGANIZATION In addition to the Bylaws provisions relating to administrative responsibility and structure for the ASSOCIATION S activities and functioning, the following Regional Organization is hereby established. 1. Each Regional President shall have the responsibility within his respective Region to further the objectives and purposes of the ASSOCIATION including promoting the programs of the ASSOCIATION, the organization of District and Regional tournaments and establishing the criteria for Regional rankings for those divisions showing sufficient interest and participation. 2. There shall be a Regional organization modeled after the ASSOCIATION for each of the Regions as defined in the Bylaws and the Regional President will be nominated and elected by the Region and serve on the SECTION'S Board of Directors. The Region will elect a Vice President and Secretary. Each Region will have a Nominating Committee, which will be composed of a minimum of three (3) members but no more than five (5) members, who are elected. 3. In addition to the duties and responsibilities herein above outlined and to any duties or projects assigned by the ASSOCIATION S President or Board of Directors, the Regional Board shall communicate with all District members, clubs or associations and carry out and follow through on ASSOCIATION policies Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 21 of 23

22 and objectives at the Regional and District level. Each Region shall submit monthly reports as required by the Board of Directors. 4. On or before October 1 st preceding the year of election, the Regional Nominating Committee shall submit the name of the nominee for the office of Regional President to the Sectional Nominating Committee. In the event the Region shall fail to submit a name, the Sectional Nominating Committee may make its own selection. 5. All persons serving on Regional Committees or District Committees shall be current USTA members and reside within the Region or District. STANDARDS OF CONDUCT Article VIII of the USTA Standing Orders entitled Standards of Conduct is hereby adopted and incorporated herein as if the same were set forth textually in full. EXECUTIVE ORDERS From time to time the President, with the consent of the Board of Directors, shall issue Executive Orders over the signature of the Secretary of the ASSOCIATION relating to the conduct of the affairs of the ASSOCIATION. These Executive Orders shall have full force and effect and may be rescinded or amended from time to time by the President with the consent of Board of Directors. MINUTES Minutes of all meetings of the Board of Directors and the Executive Board will be prepared and sent to the respective members thereof by the Secretary of the ASSOCIATION prior to the next meeting. AMENDMENTS Amendments to these Rules, Regulations and Standing Orders shall be made by the Board of Directors, as provided in the ASSOCIATION S Bylaws. The Charter and Bylaws Committee may make language and stylistic changes considered advisable by them to implement the intent of the Bylaws, Rules and Regulations and Standing Orders and to make conforming changes required to avoid inconsistencies or conflicting provisions. The Chairperson of the Charter and Bylaws Committee shall inform the Board of Directors of language, stylistic and conforming changes. Constitution, Bylaws & Rules of USTA Eastern, Inc. Page 22 of 23