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BY-LAWS OF ATLANTA COMMUNITY TENNIS ASSOCIATION, INC.
A Non-Profit Corporation
ARTICLE ONE
The Corporation shall be known as Atlanta Community Tennis Association, Inc., sometimes referred to as "ACTA" or the Corporation, incorporated under the laws of the State of Georgia and expressly pursuant to the provisions of the Georgia Non-Profit Corporation Code as a non-profit corporation for the following purpose:
To promote the growth and development of tennis within the metro-Atlanta area.
ARTICLE TWO Membership
2.1 Individual. Any individual who volunteers for or participates in a program administered by ACTA during the current calendar year is a member ACTA.
ARTICLE THREE Meetings
3.1 Except as otherwise provided in these By-Laws, Robert's Rules of Order shall be the rules of order for meetings of ACTA.
3.2 Bi-Annual Meeting. The bi-annual meeting of ACTA for the election of officers and the Board of Directors shall be held every two years as shall be fixed by the Executive Committee. Each bi-annual meeting shall be held at such place as shall be designated by the Executive Committee. A minimum of fourteen (14) day advanced notice is required.
3.3 Voting. At the bi-annual meeting of ACTA a vote of the majority of the Board Members present at the meeting (in person or by proxy) shall constitute the action of ACTA.
3.4 Special Meetings. Special meetings of the ACTA membership may be called at any time by the President or by a majority of the Board of Directors.
3.5 Notice of Special Meetings. Notice of a meeting of the membership is to be published via the ACTA website a minimum of fourteen (14) days in advance of such meeting.
ARTICLE FOUR Officers and Executive Director
4.1 Officers of ACTA (Executive Committee). The Executive Committee of ACTA shall be composed of a President, an Executive Vice-President, three Vice-Presidents, a Secretary, a Treasurer and such additional officers as may from time to time be needed.
4.2 President. The President shall be the Chief Executive Officer and Chair of the Board of Directors. He or she shall preside at all meetings of members, the Board of Directors, the Executive Committee and any such management committee as may be appointed to direct ACTA. He or she shall, with the advice and consent of the Executive Committee, appoint all committee Chairs and committee members whose appointments are not otherwise provided for. The President shall not serve for more than two (2) consecutive terms.
4.3 Vice-Presidents. The Executive Vice-President shall assist the President in the performance of his or her duties and shall exercise all powers of the President in his or her absence or in the case of his or her resignation, incapacity, or death. Each Vice President shall perform such additional duties as assigned by the President.
4.4 Secretary. The Secretary shall be responsible for the keeping of accurate membership records, certifying voting power, giving notice of and keeping minutes of the meetings.
4.5 Treasurer. The Treasurer shall be responsible for the financial management and controls of ACTA. Working with the Executive Director, the Treasurer shall prepare annually a proposed budget for the forthcoming calendar year for submission to the Board of Directors. The ACTA accounts shall be audited by an outside accountant as determined by the Board of Directors. The Treasurer shall perform such other duties as may from time to time be assigned to him or her by the President.
4.6 General Counsel. The President may, with the consent of the Board of Directors, appoint a General Counsel, who shall, when called upon by the President, or the Board of Directors, advise or represent ACTA on legal matters. He or she shall be a member of the Georgia Bar in good standing.
4.7 Executive Director. The Executive Director shall be responsible for the day-to-day operations and the functioning of the office of ACTA. The Executive Director shall be appointed by, and shall serve at the pleasure of the Board of Directors of ACTA, and at such compensation as fixed by the Executive Committee of ACTA. The Executive Director shall perform such additional duties as assigned by the President or Executive Committee of ACTA. In addition, ACTA shall have such other administrative personnel as may from time to time be appointed by the Executive Director with the approval of the Executive Committee.
ARTICLE FIVE Board of Directors
5.1 Board of Directors. The management of the corporation shall be vested in the Board of Directors consisting of not fewer than eleven (11) persons. The Board of Directors shall be composed of the President, the Executive Vice-President, three Vice-Presidents, the Secretary, Treasurer, no less than three (3) Directors, and the past presidents, who declare their intent to remain on the Board. Members of the Board of Directors may serve in only one capacity on the Board. Members of the Board shall serve, without compensation, subject to re-election or re-appointment, until the next bi-annual meeting or until their successors are elected and qualified.
5.2 Presidential Appointees. The President may appoint up to three (3) nonvoting members of the Board, to serve a term which shall not exceed that of the President.
5.3 Board Meetings. The Board of Directors shall meet not less than twice a year, at which meetings current matters involving ACTA are to be reported on and discussed and the policies of ACTA established.
5.4 Voting. A quorum for the transaction of business by the Board of Directors shall not be less than one-half of its members, exclusive of past presidents. During all meetings of the Board of Directors, the voting strength of past presidents shall not exceed the lower of the number of past presidents present or three (3). If, at any meeting, more than three (3) past presidents are present, the three (3) votes shall be prorated among those present. If a past president is elected to some other office that would make him/her a member of the Board of Directors then his/her vote on the Board of Directors will not be included in the voting strength of the past presidents.
5.5 Attendance. Any member of the Board of Directors with the exception of past presidents who attends less than half of its scheduled meetings in any calendar year shall have been deemed to have resigned that position. The President shall notify any such member and declare the position vacant unless the President shall decide that extenuating circumstances exist.
5.6 Removal. Any Director may be removed from the Board of Directors at any time, with or without cause, by the affirmative vote of a majority of the other Directors then in office.
5.7 Vacancy. In the case one or more vacancies shall occur among the Board of Directors by reason of death, resignation, or otherwise, the remaining members of the Board, may, by majority vote, elect a successor or successors for the unexpired term vacated, except as may otherwise be provided in these By-Laws.
5.8 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if a majority of the Board or committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents thereto by the members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.
ARTICLE SIX Committees
6.1 Executive Committee. The affairs of ACTA between meetings of the Board of Directors shall be managed by the Executive Committee, whose members shall consist of the President, Executive Vice President, three Vice Presidents, Secretary and Treasurer to administer the By-Laws, Regulations and Resolutions of the Board of Directors.
6.2 Standing Committees. ACTA shall have the following standing committees:
A. Grievance
B. Grievance Appeal
C. Nominating
D. Adult League
E. Junior League
It may have such other committees as may be appointed from time to time by the Board of Directors or by the President. All members of the committee shall serve, as such, without compensation. A quorum shall be not less than one-half of current members of the committee on the date of its meeting.
The President, in addition to being a member of the Board of Directors, shall be an ex-officio member of all other committees. The Chair of each committee is to preside at all meetings, to be responsible for the functioning of the committee, and unless he or she shall appoint a secretary to the committee, he or she shall be responsible for keeping a record if its proceedings. The members of all committees shall serve, subject to reelection or re-appointment as the case may be, for a two-year term or until their successors are named.
ARTICLE SEVEN Reimbursement
7.1 Expenses. The President may authorize a reasonable reimbursement of any individual necessarily incurring travel, housing, meals, office, mailing, telephone or other expenses in connection with the business of ACTA.
ARTICLE EIGHT Amendments
8.1 Procedure. These By-Laws shall be subject to alteration, amendment, or repeal and new By-Laws not inconsistent with the provision of the Articles of Incorporation may be made by a two-thirds majority affirmative vote of the members of the Board of Directors (in person or by proxy), provided notice of the proposed alteration, amendment, or repeal shall be included in the notice of such meeting of the members or the Board of Directors, as applicable. Any amendment to the By-Laws of the USTA, concerning membership, dues, and voting power shall automatically effect an amendment to the corresponding section of these By-Laws.
ARTICLE NINE Notice and Waiver
9.1 Procedure. Whenever under the laws of the State of Georgia or provisions of the Articles of Incorporation, or these By-Laws, notice is required to be given to any director or member, it shall not be construed to mean personal notice, but such notice may be given in writing, by electronic mail or US mail, depositing the same in a post office or letter box, in a post-paid wrapper, addressed to such director or member at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed.
9.2 Waiver. Whenever any notice is required to be given to any member or director by the laws of the State of Georgia, by the Articles of Incorporation, or by these By-Laws, a waiver thereof in writing signed by the Director or member entitled to such notice shall be deemed to be a waiver of notice. Attendance by a director or a member at any meeting of the Board or the members, as applicable shall be a waiver of notice by him of the time, place and purpose thereof. If all members of the Board are present at a meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
ARTICLE TEN Fiscal Year
10.1 The Board of Directors is authorized to fix the fiscal year of the Corporation and to change the same from time to time as it deems appropriate.
ARTICLE ELEVEN
11.1 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
ARTICLE TWELVE Indemnification
12.1 The Corporation shall indemnify, to the fullest extent now or hereafter permitted by Georgia law, and hold harmless any person who was or is a party or is threatened to be made a part of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.
12.2 Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of a written affirmation of the director, officer, employee or agent’s good faith belief that such person has met the relevant standard of conduct under Georgia law and an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Section.
12.3 The indemnification provided by this Section shall not be deemed exclusive of any other right to which the person indemnified hereunder shall be entitled under the laws of the State of Georgia, 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 or administrators of such persons.
12.4 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, 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 status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section.