Dripping Springs Tennis Association Bylaws
ARTICLE I. NAME, LOCATION, AND PURPOSE
SECTION 1. NAME
The name of this corporation is “Dripping Springs Tennis Association”, hereafter called the “Corporation”.
SECTION 2. LOCATION
The location and principal office of the Corporation shall be in Hays County, Texas, or at such other place as shall be designated by the board of directors.
SECTION 3. IRC SECTION 501(c)(3) PURPOSES
This Corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 4. SPECIFIC PURPOSE
Dripping Springs Tennis Association is a non-profit corporation organized exclusively for the purposes of conducting charitable activities and fostering national and international amateur sports competition within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE II. MEMBERSHIP
SECTION 1. MEMBERS
There shall be three classes of membership:
- Adult members – individuals who are at least 18 years old.
- Junior members – individuals who are under 18 years old.
- Family members – up to two adults plus all children of the same household.
SECTION 2. NON-DISCRIMINATION
The Corporation shall not discriminate against any person on the basis of race, religion, gender, national origin, age, sexual orientation, or disability.
SECTION 3. MEMBERSHIP PRIVILEGES
- Members in good standing may participate in the members singles ladder.
- Members in good standing will receive a discounted rate on fees for participating in tournaments or other Corporation events.
- Adult members in good standing shall be entitled to vote on matters submitted to a vote of the membership.
- Family members in good standing shall be entitled to vote on matters submitted to a vote of the membership, with one vote per family.
- Members in good standing who are at least 21 years old shall be eligible to be elected to the board of directors, subject to the procedures outlined in these bylaws.
SECTION 4. MEMBERSHIP DUES
All members shall be required to submit annual dues to the Corporation at the time and in the amounts to be set annually by the board of directors. Any member who does not remit payment of the annual dues within 15 days of the due date established by the board of directors shall be deemed “not in good standing”, shall not be entitled to the privileges of a member of the Corporation, and shall be subject to sanction, suspension, or expulsion.
SECTION 5. VOTING
Voting will take place electronically via email or online survey with the option to submit a vote by mail. Decisions by the membership shall be by majority vote unless otherwise specified.
SECTION 6. MEMBERSHIP MEETINGS
The board of directors shall approve the frequency, time, and place of all membership meetings. The Corporation shall endeavor to meet at least once per year.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. NUMBER OF BOARD MEMBERS AND TERM OF OFFICE
The Corporation shall be governed by a board of directors, the members of which shall be elected by the members of the Corporation. The size of the board, which shall never be fewer than three (3) directors, shall be set by resolution of the board of directors. Each member of the board of directors shall serve a 1-year term and may serve any number of consecutive terms.
SECTION 2. QUALIFICATIONS
Directors shall be members in good standing who are at least 21 years old and are residents of the state of Texas. The participation in any action by a disqualified director where the disqualification, or circumstances relating thereto, is not known to the board of directors at the time of the action shall not affect the validity of the action taken by the board of directors.
SECTION 3. ELECTION OF BOARD
Members of the board shall be elected by a vote of the Corporation members in good standing via email or online survey.
SECTION 4. GENERAL POWERS
The property, affairs and activities of the Corporation shall be managed and controlled and all corporate powers shall be exercised by or under the authority of the board of directors.
SECTION 5. DUTIES
It shall be the duty of the directors to perform any and all duties imposed on them collectively or individually by the law, by the Articles of Incorporation, or by these Bylaws.
Directors shall discharge their duties, including any duties as members of a committee of the Board of Directors, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation. Ordinary care is care that ordinarily prudent persons in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that were prepared or presented by a variety of persons, including Officers or employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
SECTION 6. COMPENSATION
Directors shall serve without compensation for their services, but they shall be allowed reasonable reimbursement of expenses incurred in the performance of their duties. Additionally, a director may serve the Corporation in any other capacity and receive compensation for those services in accordance with the customary operating practices of the Corporation.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the Corporation or at such other place as may be designated from time to time by resolution of the board of directors.
SECTION 8. MEETINGS
Meetings of the board of directors may be called at the request of the president or any two directors. Such meetings shall be held at the principal office of the Corporation or at the place designated by the person or persons calling the meeting.
SECTION 9. NOTICE OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors: At least one week prior notice shall be given by the secretary of the Corporation to each director of any meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by text, or by email, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of email or text notification, the director to be contacted shall acknowledge personal receipt of the notice by a return message or telephone call within 24 hours of the first text or email message.
SECTION 10. QUORUM FOR MEETINGS
A majority of the directors then constituting the board of directors shall constitute a quorum for the transaction of business at any meeting duly called and held. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
SECTION 11. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
SECTION 12. CONDUCT OF MEETINGS
Meetings of the board of directors shall be presided over by the president of the corporation or, in his or her absence, by the vice president of the corporation or, in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board. In his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 13. VACANCIES
Vacancies on the board of directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors.
SECTION 14. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
SECTION 15. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.
SECTION 16. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a director, officer, employee or other agent of the Corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE IV. OFFICERS
SECTION 1. DUTIES OF OFFICERS
The day-to-day business of the Corporation shall be conducted by the Officers of the Corporation. The general duties and responsibilities of such Officers shall be as follows:
- President – The President shall be the principal officer of the Corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the Corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the board of directors. The president shall preside at all meetings of the board of directors and at all meetings of the members. The President shall designate standing committees of the Corporation, shall appoint chairpersons of such committees, and shall ensure that the committees and officers perform their respective duties. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. However, unless specifically authorized by the Board of Directors, the President may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute.
- Vice President – The Vice President shall assist the President in the performance of his or her duties and shall exercise the powers of the President in his or her absence or in the case of the President’s removal or resignation. When so acting the Vice President shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the board of directors.
- Secretary – Certify and keep at the principal office of the Corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the Corporation or at such other place as the board may determine, a record of minutes of all meetings of the directors, indicating the time and place of holding such meetings, how the meetings were called, the notice given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Keep at the principal office of the Corporation a membership book containing the name and address of each member, and in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the Corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the board of directors.
- Treasurer – Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors. Receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the board of directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts,disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the Corporation, or to his or her agent or attorney, on request therefor. Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the board of directors.
SECTION 2. QUALIFICATIONS
Officers shall be elected from among individuals who have been elected to the board of directors.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the board of directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
ARTICLE V. COMMITTEES
SECTION 1. ADVISORY COMMITTEES
The corporation shall have such committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the board of directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE VI. EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The board of directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the treasurer and countersigned by the president of the Corporation.
SECTION 3. DEPOSITS
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors may select.
SECTION 4. GIFTS
The board of directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
ARTICLE VII. CORPORATE RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Corporation shall keep at its principal office:
- Minutes of all meetings of directors, committees of the board, and members, indicating the time and place of holding such meetings, how the meetings were called, the notice given, the names of those present, and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
- A record of its members, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
- A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the Corporation at all reasonable times during office hours.
SECTION 2. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records, and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 3. MEMBERS’ INSPECTION RIGHTS
Every member of the Corporation shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the secretary of the Corporation, which demand shall state the purpose for which the inspection rights are requested. To obtain from the secretary of the Corporation, upon written demand and payment of a reasonable charge to the secretary of the Corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the secretary of the Corporation or after the date specified therein as of which the list is to be compiled. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the Corporation by the member, for a purpose reasonably related to such person’s interests as a member. Members shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members of this Corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE VIII. IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
The Corporation shall not carry on any activities not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the certificate of incorporation.
SECTION 3. DISTRIBUTION OF ASSETS
In the event of the liquidation or dissolution of the Corporation, all assets of the Corporation remaining after payment of, or provision for the satisfaction of, all liabilities or obligations of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose, as determined by the Board of Directors. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which the Corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the Corporation shall:
- distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code;
- not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;
- not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code;
- not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code;
- not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE IX. AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the power of the members of the Corporation to adopt, amend, or repeal the Bylaws of the Corporation and except as may otherwise be specified under provisions of law, these Bylaws may be altered, amended, or repealed and new Bylaws adopted by approval of the board of directors.
ARTICLE X. CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Certificate of Formation of a Nonprofit Corporation of the Corporation filed with the Texas Secretary of State and used to establish the legal existence of the Corporation.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.