Bylaws

Article I - Name

Section 2. Area
For the organization’s purposes, the Central Savannah River Area is defined to include the counties of Burke, Columbia, Lincoln, McDuffie, and Richmond in Georgia, and the counties of Aiken, Barnwell, and Edgefield in South Carolina.

Article II - Purpose

To promote the development of the sport of tennis as a means of healthful recreation and physical fitness for all residents of the Central Savannah River Area, and to cooperate with the United States Tennis Association and other associations in the pursuit of these aims.

Article III - Membership

Membership shall be open to all residents of the Central Savannah River Area upon payment of such dues as may be fixed by the Board of Directors from time to time.

Article IV - Board of Directors

Section 2. Composition
The Board of Directors shall consist of 14 Directors. Three of the Directors may be ex-officio members of the Board. The number of Directors may be increased or decreased from time to time by the Board, but shall not be less than five nor more than twenty-one. The Directors shall be elected each year at the annual meeting of the Board of Directors and shall assume office at the next meeting of the Board of Directors.

Section 3. Term of Office
The term of a Director shall be three years, unless he/she dies, resigns or is removed from office prior to that time. A Director may be elected to two consecutive terms, and may apply again for nomination to the Board after one year out of office.

Section 4. Meetings
Regularly scheduled meetings of the Board of Directors shall be held in the months of February, April, June, August, October, and December. Notice of a meeting and designated time and location of the meeting shall be given at least fourteen days before the meeting. The annual meeting of the Board of Directors shall be held in the month of December, or on such other date as may be designated by the Board of Directors, for the purposes set forth in these by-laws and for the transaction of such other business as may come before the Board.

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 two or more of the Directors. Such notice shall be given by the Secretary or, due to absence, any other officer of the Corporation, at least seven days before the meeting. Unless otherwise stated in such notice, any and all business may be transacted at any meeting without specification of such business or the purpose or purposes of the meeting.

Unless the Articles of Incorporation or these by-laws provide otherwise, Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting simultaneously may hear each other. Participation in the meeting by such means shall constitute presence in person at the meeting.

Section 5. Quorum
Except as otherwise provided by law, the Articles of Incorporation, or these by-laws, 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 fewer than a quorum is present at any meeting of the Board of Directors, the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 6. Voting
Except as otherwise provided by law, the Articles of Incorporation, or these by-laws, the affirmative vote of a majority of the Directors in attendance at any meeting at which a quorum is present shall decide any question brought before such meeting and shall be the official act of the Board.

Section 7. Vacancies
Vacancies among Directors and newly-created directorships shall be filled by vote of the Board of Directors.

Section 8. 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 majority of the Directors consent thereto in writing setting forth the action so taken, and the writing is filed with the minutes of the proceedings of the Board. Such consent shall have the same effect as a majority vote of the Board.

Section 9. Removal
Any Director may be removed at any time for cause at any regular or special meeting with a quorum of the Board of Directors, by the affirmative vote of at least three-fourths (3/4) of the Directors present. A removed Director’s successor may be appointed at the same meeting to serve the unexpired term of office.

Article V - Officers

Section 2. Election and Term of Office
The officers of the Association shall be elected annually by the Board of Directors at the first regular meeting of the Board of Directors following the annual meeting of the Board of Directors. Each officer shall hold office for a term of two years and may serve no more than two terms consecutively in the same office. The term of office is limited by the persons remaining term on the Board of Directors. In the event the Vice-President succeeds the President, a special election of the Board of Directors will be held to elect a new Vice-President.

Section 3. Duties of the President
The President shall be the chief executive officer of the organization and, subject to the provisions of the by-laws 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 the 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. Duties of the Vice-President
The Vice-President shall perform such duties as from time to time may be assigned by the Board of Directors. In the absence of the President or in the event of 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. Duties of the Secretary
The Secretary shall keep the minutes of the meetings of the Board of Directors and of the Executive Committee 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. The Secretary shall give notice of meetings and, subject to the direction of the Board of Directors, shall perform all other duties and enjoy all other powers commonly incident to the office or as may from time to time be assigned by the Board of Directors. In the absence of the Secretary or in the event of inability to act, the President may appoint an Assistant Secretary to act temporarily.

Section 6. Duties of the 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, the Treasurer 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. The Treasurer shall keep and maintain adequate and correct accounts of the organization’s financial transactions, including accounts of its assets, liabilities, receipts, disbursement, gains and losses. The duties include the presentation of financial reports at each meeting of the Board of Directors, and as otherwise requested by the Board of Directors from time to time. Subject to the direction of the Board of Directors, the Treasurer shall perform all other duties and enjoy all other powers commonly incident to the office or as from time to time may be assigned by the Board of Directors. In the absence of the Treasurer or in the event of inability to act, the President may appoint an Assistant Treasurer to act temporarily.

Article VI - Committees

Section 1. Standing Committees
There shall be the following standing committees of which membership and specifics shall be designated by these by-laws or by the Board of Directors:

1. Executive Committee: The Executive Committee will consist of the four officers of the Association and one other member elected at large from the Board of Directors as prescribed in Article V, Section 2. As delegated by the Board of Directors, the Executive Committee will oversee the management of the business and affairs of the Association to the extent permitted, and except as may otherwise be provided, by provisions of law. The Executive Committee will meet on alternate months from the meetings of the Board of Directors. Additional meetings may be called by the President as needed.
   
   By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the Association records, and report the same to the Board from time to time as the Board may require.
   
   
2. Nominating Committee: The Nominating Committee shall be formed in August of each year to make nominations for Directors. The committee shall be composed of five (5) members, one of whom shall be the Vice President who will serve as Chairperson. Two (2) members shall be selected from the Board of Directors, and two (2) shall be members of the Association at large. The Nominating Committee will notify the general membership of the Association of vacancies in the Board of Directors, select nominees, and present a list for approval at the annual meeting of the Board of Directors.

Article VII - 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. Removals
Any officer, employee, or agent of the Association may be removed by the Board of Directors whenever in its judgment the best interests of the Association will 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. Vacancies among elected Directors may be filled by vote of the Board of Directors for the remainder of the term of office. If the newly-appointed Director serves for longer than eighteen months, then re-election for one additional term is allowed. If less than eighteen months are served, then re-election for two consecutive terms is allowed. If he/she serves for less than eighteen months, he/she may seek election for two consecutive terms. If the vacancy is not filled during the year, the position will be filled at the next annual meeting of the Board of Directors.

Directors elected by vote of the Board to fill newly-created directorships shall hold office until the next annual meeting of the Board of Directors or until a successor is duly elected and qualified.

Any vacancy on 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 then remaining Directors, though less than a quorum of the Board, at any meeting.

Article VIII - Miscellaneous

Section 2. Checks, Drafts, etc.
All checks, drafts, notes, bonds, bills of exchange or other orders, instruments, or obligations for the payment of money shall be signed by such officer or officers, or agent or agents of the Association as shall be specified by the Board of Directors.

Section 3. Fiscal Year and Budget
The fiscal year of the Association shall end on the last day of December. A budget for the following calendar year will be submitted for approval at the meeting of the Board of Directors in December of each year. The Board of Directors may from time to time designate an independent agent to perform an audit of the Association accounts.

Section 4. Notices and Waivers
Whenever any notice is required by the By-laws, by the Articles of Incorporation, or by any law to be given to any Director or officer, except as otherwise provided by law, such notice may be oral or written, may be given personally, by first class mail, by telephone, by facsimile machine, or by electronic communication. 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 equivalent to the giving of such notice.

Section 5. 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 contract or transaction is approved by vote of the Board of Directors.

Section 6. Limitation of Liability and Indemnity

1. 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 or her as an officer, Director, or agent 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 their 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 confirmation furnished by officers or agents of the Association which the person had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which the individual may be entitled as a matter of law.
   
   
2. 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 them in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which the individual may be made party by reason of any action taken or omitted to be taken by them him as a Director of the Association, in good faith, if such person, in the opinion of a court 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 their 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 agents of the Association which the individual had reasonable grounds to believe.

Section 7. Books and Records
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and shall keep a record giving the names and addresses of the Directors entitled to vote.

Article IX - Parliamentary Authority

This organization shall use as its parliamentary authority the most recent edition of Roberts Rules of Order.

Article X - Amendments

These By-laws may be amended, altered or repealed, in whole or in part, at any convened meeting of the Board of Directors by the affirmative vote of a majority of the Directors at any such meeting at which a quorum is present.

Adopted:  June 10, 2002
Revised:   August 19, 2002
Revised:   December 9, 2002

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Original By-Laws:   1983
Amended/Adopted: 1988
Amended/Adopted: 1994