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Friday, May 26, 2017 
Bylaws
CONSTITUTION
 
 
BYLAWS OF THE BTA
 
 
ARTICLE I.           Name
 
            The name of the organization shall be “Bainbridge Tennis Association, a member organization of the United States Tennis Association, Inc.”
 
ARTICLE II.          Principal Place of Business
 
            The principal office of this corporation shall be located at Bill Reynolds Tennis Center, 1500 Cox Avenue, P.O. Box 158, Bainbridge, Georgia 39818.
 
ARTICLE III.        Purpose
 
            The purpose is to promote the development of tennis as a means of healthful recreation and physical fitness for all Bainbridge & Surrounding area residents, and to cooperate with the United States Tennis Association and other associations in the pursuit of these aims.
 
ARTICLE IV.        Membership
 
            Membership shall be open to all residents of Bainbridge and surrounding areas upon payment of such dues as may be fixed by the Board of Directors from time to time.
 
ARTICLE V.         Board of Directors
 
            Section 1.      General Powers:   The property, affairs and business of the Association shall be managed by the authority of the Board of Directors.
 
            Section 2.      Composition:   The Board of Directors of the Association shall consist initially of a president, vice-president, secretary, treasurer, and various coordinators and representatives as determined by the Board of Directors. The number of directors may be increased or decreased from time to time by the Board, but shall not be less than eight nor more than twenty-one. The directors shall be elected every two years at the annual meeting of the Board of Directors which will be held the first meeting after August 1st in odd number of years. Each director shall hold office until the next annual meeting in an odd number year of the Board of Directors and until his successor shall be elected and qualified, unless prior thereto he dies, resigns or is removed from office.
 
            Section 3.      Meetings: The annual meeting of the Board of Directors shall be the first meeting held after August 1st of that year.
            Special meetings of the Board of Directors shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the president or by a majority of the directors then in office. Notice shall be given by telephone or other ways, forty-eight hours prior to meeting.
 
            Section 4.      Quorum: More than one-half of the number of members of the Board of Directors at the time in office shall constitute a quorum for the transaction of business. If there shall be fewer than a quorum present at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time by an announcement thereat, and the meeting may be held as adjourned without further notice.
 
            Section 5.      Voting:   The affirmative vote of a majority of the directors at any meeting at which a quorum is present shall decide any question brought before such meeting.
 
            Section 6.      Vacancies:   Vacancies among directors and newly created directorships shall be filled by vote of the Board of Directors. A director so elected shall hold office until the next annual meeting of the Board of Directors and until his successor is duly elected and qualified.
 
            Section 7.      Informal Action:   Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be agreed upon by three-quarters of the directors.
 
            Section 8.      Removal:   Any director may be removed at any time for cause by the Board of Directors at any meeting.
 
ARTICLE VI.        Special Committees
 
            The Board of Directors may from time to time designate and appoint one or more special committees with such powers and duties as the Board of Directors may determine. At least one of each such committee shall be a member of the Board of Directors. Such committees may have as advisors persons who are not directors or officers of the Association.
 
ARTICLE VII. Officers
 
            Section 1.      Officers:   The officers of the Association shall be a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as it shall deem desirable. Each officer of the Association shall have such authority, shall perform such duties, and shall hold office for such term as may be prescribed by these Bylaws or by the Board of Directors. Any person may hold two or more offices at one time, except the offices of president and secretary, provided the duties thereof can be consistently performed by the same person. The person elected as president shall be a member of the Board of Directors.
 
            Section 2.      Election and Term of Office: The offices of the Association shall be elected every two years (meeting held in odd year) by the Board of Directors at the annual meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until the next annual meeting (held in odd year) of the Board of Directors and until his successor shall have been elected and qualified.
 
            Section 3.      President:   The president shall be chief executive officer of the Association and, subject to the provisions by the Bylaws and to the direction of the Board of Directors, shall have the general management and control of the affairs of the Association, shall preside at all meetings of the Board of Directors, and shall perform all other duties and enjoy all other powers commonly incident to his office or which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law.
 
            Section 4.      Vice-President:   Each vice-president shall perform such duties as from time to time may be assigned to him by the Board of Directors. In the absence of the president or in the event of his inability to act, the vice-president so designated by the Board of Directors shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the president.
 
            Section 5.      Treasurer:   Subject to the direction of the Board of Directors, the treasurer shall have charge and custody of and shall receive and disburse the funds of the Association. When necessary or proper, he shall endorse on behalf of the Association for collection checks, notes and other obligations, and shall deposit all funds of the Association in such banks or other depositories as may be designated by the Board of Directors. Subject to the direction of the Board of Directors, he shall perform all other duties and enjoy all other powers commonly incident to his office or as from time to time may be assigned to him by the Board of Directors.
 
            In the absence of the treasurer or in the event of his inability to act, the president may appoint an assistant treasurer to act temporarily in his place. The Board of Directors may require the treasurer and any assistant treasurer to be bonded for the faithful discharge of his duties in such sums and with such surety or sureties as the Board of Directors may determine.
 
            Section 6.      Secretary:   The secretary shall keep the minutes of the meetings of the Board of Directors and shall be responsible for the custody of all such minutes. Subject to the direction of the Board of Directors, the secretary shall have custody of the documents of the Association. He shall give notice of meetings and, subject to the discretion of the Board of Directors, shall perform all other duties and enjoy all other powers commonly incident to his office or as may be from time to time be assigned to him by the Board of Directors.
 
            In the absence of the secretary or in the event of his inability to act, the president may appoint an assistant secretary to act temporarily in his place.
 
 
ARTICLE VIII.      Resignations, Removals and Vacancies
 
            Section 1.      Resignations:   Any director or officer of the Association or any member of any committee may resign at any time by giving written notice to the Board of Directors, to the president or to the secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective unless otherwise provided therein.
 
            Section 2.      Removal:   Any officer of this Association may be removed by the Board of Directors whenever in its judgment the best interests of the Association be served thereby.
 
            Section 3.      Vacancies:   Any vacancy in the office of any officer arising from death, resignation, removal or other cause may be filled at any time by the Board of Directors at any meeting, and the officer so elected shall hold office until the next annual meeting (held in odd year) of the Board of Directors and until his successor shall have been elected and qualifies.
 
            Any vacancy in the Board of Directors and any additional membership on the Board of Directors resulting from an increase in the number of directors may be filled at any time by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board, at any meeting, and the person so elected shall hold office until the next annual meeting (held in odd year) of the members.
 
ARTICLE IX.        Miscellaneous
 
            Section 1.      Checks, Drafts, Etc.:   All checks, drafts, notes, bonds, bill of exchange or other orders, instruments or obligations for the payment of money shall be signed by such officer or officers, employee or employees, or agent or agents of the Association as shall be specified by the Board of Directors.
 
            Section 2.      Fiscal Year:   The fiscal year of the Association shall end on the last day of July.
 
            Section 3.      Notices and Waivers Thereof:   Whenever any notice is required by the Bylaws, or by any law to be given to any director or officer, such notice, except as otherwise provided by law, may be given personally or by fax or telephone addressed to such director or officer at his or her place of business, if any, or at such address as appears in the records of the Association as the home address of the director or officer; or the notice may be given in writing by mail, addressed to such director or officer at either of the above addresses. A waiver of any such notice in writing, signed by the person entitled to such notice, whether before or after the time of the action for which such notice is required, shall be deemed the equivalent thereof, and the presence without objection at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person.
 
 
            Section 4.      Interested Directors:   In the absence of fraud, no contract or transaction between the Association and its director or any other corporation or entity in which such director is a director or officer, or is financially interested, shall be void or voidable for this reason alone or by reason that the director was present at a meeting of the Board, or of a committee thereof, which approved such contract or transaction provided that the fact of such common directorship, officership, or financial or other interest is disclosed or known to the Board or committee, and that the Board or committee approves such transaction or contract by a vote sufficient for such purpose without the vote of such interested director. Such director may, however, be counted in determining the presence of a quorum at such meeting. No such contract or transaction shall be void or voidable if the fact of such common directorship, officership or financial interest is disclosed or known to the directors entitled to vote and the contact or transaction is approved by vote of the Board of Directors.
 
            Section 5.      Limitation of Liability and Indemnity:
 
            A.     Liability:  No person shall be liable to the Association for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer, director, or employee of the Association if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances and in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice or counsel for the Association or upon statements made or confirmation furnished by officers or employees of the Association which he had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.
 
            B.      Indemnity:      Each officer and director, whether or not then in office, shall be held harmless and indemnified by the Association against all claims and liabilities and all expenses reasonably incurred or imposed upon him in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which he may be made party by reason of any action taken or omitted to be taken by him as a director of the Association in good faith, if such person in the opinion of a court or of the Board of Directors (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Association or upon statements made or information furnished by officers or employees of the corporation which he had reasonable grounds to believe.
 
         Section 6.         Books and Records: The Association shall keep correct and complete books and records on account, and shall also keep minutes of the proceedings of its Board and shall keep at the principal office a record giving the names and addresses of the directors entitled to vote.
 
 
 
 
ARTICLE X.         Amendments
 
            The Board of Directors shall have power to make, alter, amend of repeal the Bylaws at any duly convened meeting of the Board of Directors by the affirmation vote of a majority of the directors at any such meeting at which a quorum is present.


 
FIRST AMENDMENT TO BYLAWS OF THE
BAINBRIDGE TENNIS ASSOCIATION
 
 
            The Bylaws of the Bainbridge Tennis Association are hereby amended by adding Article XI as follows:
 
ARTICLE XI.     Dissolution of Organization
 
            Upon dissolution of the Bainbridge Tennis Association, any assets remaining as property of the Bainbridge Tennis Association will be distributed to a tax exempt organization. In no event will any assets of the Bainbridge Tennis Association be distributed to the members of the organization.
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