United States Tennis Association/Middle States/Eastern Pennsylvania District Bylaws
Section
1.1 This organization shall be known
as the “United States Tennis Association/Middle States Section/Eastern
Pennsylvania District” hereinafter referred to as “USTA/MS/EPD” or
“EPD”.
Section
2.1 The purpose of the USTA/MS/EPD is to promote and develop the growth of
tennis, focusing on the establishment of competitive, developmental, educational
and recreational programs for everyone, and to promote health, character, high
standards of fair play, sportsmanship and social responsibility in the territory
designated by the United States Tennis Association (hereinafter referred to as
the “USTA”) as the Eastern Pennsylvania District.
Section
3.1 The USTA/MS/EPD is an administrative unit of the United States Tennis
Association/Middle States. It is not a separate legal entity and is subject to
the Bylaws of the USTA/MS, which shall prevail in the event of a conflict.
USTA/MS/EPD shall have jurisdiction over the territory as provided in the bylaws
of the USTA. The area over which the USTA/MS/EPD has jurisdiction has been
designated by the USTA/MS Section as the counties of Berks, Carbon, Lackawanna,
Lehigh, Luzerne, Monroe, Northampton, Pike, Schuylkill, Susquehanna, Wayne and
Wyoming counties as provided in the by-laws of the USTA/MS.
Section 4.1 The
membership of the USTA/MS/EPD shall consist of all individuals and organizations
residing or located within the geographic area of the USTA/MS/EPD who are
members in good standing of the USTA.
Section 4.2 The
membership of the USTA/MS/EPD shall be a non-voting membership.
Section 4.3 An
organization or individual may only hold membership in the USTA/MS/EPD through
the USTA, except that the Board of Directors may award honorary or special
membership to individuals or organizations.
Section 4.4 Dues
for individual and organizational members shall be as provided in the USTA
Bylaws.
Section
4.5 No person who is or was a member of this organization shall be liable,
solely by reason of being a mentor, under an order of a court or in any other
manner for a debt, obligation or liability of the organization of any kind or
for acts of any member or representative of the organization.
Section
5.1 The Board of Directors of the EPD shall consist of: President/MS
Delegate, 1st Vice President, Seven[7] Vice Presidents; [Berks,
Schuylkill/Carbon, Lackawanna, Luzerne, Monroe, Northampton, and Lehigh],
Treasurer, Secretary, Immediate Past President, and the chairpersons of the
standing committees.
Section 5.2 The
Executive committee of the USTA/MS/EPD shall be as follows: President/Delegate,
1st Vice President, Seven[7] Vice Presidents, Treasurer, Secretary, Immediate
Past President.
Section 5.3 All
those serving on the Board of Directors must be USTA members.
Section
5.4 The Board shall have full legislative, executive and administrative
authority for the EPD and its entire business and financial affairs, without
limiting the generality of the foregoing. The Board shall have the power and
duty to see that the provisions of the Constitutions, By-Laws, Standing Orders
and Regulations of the USTA, USTA/MS and EPD and the resolutions of their
respective Boards of Directors are complied with; to approve contracts or other
writings and authorize execution of the same by officers or other
representatives of the EPD; to formulate and enforce By-Laws, Standing Orders,
Regulations or other rules for the EPD; to approve and amend the annual budget
of the EPD and to take such other actions and decide such questions concerning
the business and affairs of the EPD and its programs and activities as shall be
presented to the Board for action or as it shall determine on its own motion to
consider.
Section 6.1 A
meeting of the Board of Directors shall be held at such time and place as the
Board of Directors may determine for the election of directors and for the
transaction of such other business as may properly come before the meeting. Each
director elected by the Board of Directors shall hold office until the
expiration of the term [Jan.1-Dec.31] for which he/she was elected and until
his/her successor has been elected and qualified or until his/her death,
resignation or removal.
Section 6.2 The
annual meeting of the Board of Directors shall be held prior to the USTA annual
meeting. At least twenty (20) days before the USTA/MS/EPD annual meeting, a
written notice announcing the annual meeting shall be sent to members of the
Board of Directors.
Section
6.3 The presence of not less than eight (8) members of the Board of Directors,
including no less than five (5) members of the Executive Committee, shall
constitute a quorum at any open meeting. A majority of votes cast will be
sufficient to enact any motion. If a
quorum shall not be present at any meeting of the directors, the directors
present may adjourn the meeting. Except as otherwise specifically provided in
these bylaws, all matters coming before the Board of Directors shall be
determined by a majority of those directors present and voting, and each
director shall be entitled to cast one (1) vote. Specifically, no director shall
be permitted to vote in more than one capacity.
Section 7.1 The agenda for the annual meeting shall be as follows:
a. Call to
order
b. Reading of the minutes
c. Report of the President
d. Report of the Treasurer
e. Reports of other Officers and Committees
f. Unfinished business
g. Report of the Nominating Committee
h. Other Nominations
I. Election of Officers and District Delegate
j. New business
k. Adjournment
Section 8.1 The
Nominating Committee will consist of three members of the USTA/MS/EPD. The term
of service will be for two (2) years and they will assume their responsibilities
within ten (10) days after the new Board of Directors take office. The President
will appoint this committee and chairperson, and they shall be members of three
(3) different counties within USTA/MS/EPD. It shall be the duty of the
Nominating committee to select candidates for the slate of officers as provided
for in these by-laws, and also their responsibility to contact members selected
by them, securing their approval as candidates for office.
Section 8.2 A
vacancy on the Board of Directors shall be filled by the Nominating Committee
with the approval of the Board of Directors. Persons so elected shall serve
until the expiration of the original term of office. If a candidate of the
Nominating Committee for any executive office shall not be approved by the
Board, the Nominating Committee shall as promptly as practicable select and
propose for Board approval another candidate for such office.
In addition to the nominations made by the Nominating Committee, nominations for
officers may be made by petition executed by at least three (3) members of the
Board of Directors, notice of which shall be mailed to all directors at least
twenty (20) days prior to the meeting at which the election shall take place. No
nominations will be taken from the floor.
Section 8.3 The
slate of officers shall be presented to the Board of Directors and approved no
later than the October meeting in an election year.
Section
8.4 No person may hold the position
of President for two consecutive terms, but may hold said position again after
the expiration of one intervening term.
COMMITTEES
Section 9.1 The
President may, by resolution adopted by a majority of the whole EPD Board,
designate one or more standing committees. Each such committee is to consist of
one or more of the directors of the Board. The President may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee to
the extent provided by resolution or in these by-laws shall have and exercise
the authority of the Board of Directors in the management of the business and
affairs of the EPD Board. In addition to the foregoing committees the President
may appoint one or more ad hoc committees, and designate the functions and
membership thereof, which may include non-directors, which committees shall not
exercise the authority of the Board of Directors unless, and only to the extent
specifically authorized by resolution of the Board of Directors. Unless
otherwise provided in these by-laws, members of standing committees shall be
appointed for a two-year term or less, if the Board of Directors, and members of
ad hoc committees sooner terminate such term, for a term determined by the
President.
Section 9.2 The
creation of a standing committee may be accomplished at any Board of Directors
meeting by a majority vote.
Section 9.3
President has the power to appoint an executive secretary, who is subject to
board approval. The executive secretary shall have no vote, unless appointed as
a chair of a standing committee.
PROCEDURE
The current edition of “Roberts Rules of Order” shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the By-laws of the USTA/MS/EPD. At every Board of Directors meeting the Secretary (or Executive Secretary) shall have available the USTA/MS/EPD By-laws and a copy of Roberts Rules of Order.
AMENDMENTS
These amended bylaws adopted on June 13, 2007 at a regular EPD meeting replace the EPD Constitution and the EPD By-laws adopted at an EPD Annual Meeting in November 2004.