» Bylaws

Bylaws of the

United States Tennis Association Delaware District

 

Article I

NAME 

Section 1.1.  This association shall be known as the "Delaware District" (hereinafter referred to as "DD"), a not-for-profit organization.

 

Article II

RELATIONSHIP TO USTA MS

Section 2.1. DD is an administrative unit of the "United States Tennis Association Middle States Section" (hereinafter referred to as "USTA MS"), organized under the laws of the State of Pennsylvania. DD is not a separate legal entity and is subject to the Bylaws, standing orders, rules and regulations of the USTA MS, which shall prevail in the event of a conflict.

 

Article III

PURPOSE

Section 3.1. The mission of the USTA MS 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 Delaware District.  The District is the governing body of tennis for the state of Delaware.

 

Article IV

MEMBERSHIP

Section 4.1.  All individuals residing in the Delaware District are eligible to be members of the DD by first joining the USTA.    Membership in the USTA is a prerequisite to membership in the DD. All individuals who are members in good standing of the USTA MS and residing in the territory designated by the USTA MS as the Delaware District are automatically members of the DD.

Section 4.2. Organizations and schools existing in the Delaware District which are members in good standing of the USTA are automatically members of the DD.

Section 4.3. The membership of the DD shall be a non-voting membership.

Section 4.4. Dues for individuals and organizations are as specified by the USTA.

 

Article V

BOARD OF DIRECTORS

Section 5.1.  The Board of Directors shall be composed of the immediate past-president of the DD and at leastfourteen (14) but no more than seventeen (17) other persons, including at least one director representing each of the following: Sussex County; Kent County; the Middletown/Odessa/Townsend combined region; and one member in good standing from either the United States Professional Tennis Association or the Professional Tennis Registry. All Board members must be members in good standing of the USTA.

Section 5.2.  The Board of Directors is required to meet at least once annually, at the "Annual Meeting," as well as to meet as many other times during the year as deemed necessary by the President. The Directors shall be notified of meetings in writing by the Executive Administrator, the Secretary or a designated representative by telephone, electronic communication, or any other convenient means. 

Section  5.3.  The Board of Directors shall be empowered to ratify revisions and/or amendments of the DD Bylaws at its annual meeting, regular meeting, or at a special meeting.

Section 5.4.  The Board of Directors shall have the power at any meeting, with or without notice, to determine whether or not any member of the Board has ceased to be a Director under and pursuant to the Bylaws.

Section 5.5.  The Board of Directors shall have the power to act on any DD business at any joint meeting of the Executive Committee and the Board of Directors. Each member, with the exception of the President shall have one vote and one vote only even if said member is a member of both the Executive Committee and Board of Directors. The President shall vote only in the case of a tie vote.

Section 5.6.  Any person who is a member of the USTA residing in Delaware, employed in Delaware or belonging to a DD member club or association shall be eligible to hold office as Director or Officer (regardless of whether or not he or she is a DD member individually by place of residence).

Section 5.7.  The Directors shall be elected for the term of two years and may serve additional terms if nominated and elected.  The terms of the Directors shall be so arranged that approximately one-half of all of the Directors are elected or re-elected each year. 

Section 5.8.  The Directors elected shall assume their duties as Directors as of January 1st of each calendar year.

Section 5.9.  Any director may be removed from office by an affirmative vote of two- thirds of the Board of Directors, present and voting, either at a regular or special meeting, following a hearing by the Board of Directors. A Director may be removed because of conduct detrimental to the DD, or because of excessive absence from either Board or annual meetings. In the event of a charge of conduct detrimental to the DD, such charge must be in writing and be made by a member club/organization or by one or more Directors.  Upon hearing of the charge, the Director whose removal is sought, shall be entitled to be present and afforded every opportunity to present evidence to rebut such charge.

Section 5.10.  If a Director wishes to resign, he or she may do so by submitting a letter of resignation to the DD President and Executive Administrator. When such a vacancy occurs, the vacancy may be filled by appointment thereto by resolution of the Executive Committee and such appointee shall hold office for the unexpired term to which he or she has been appointed.

Section 5.11. No monies of the DD shall inure to the benefit of its officers or other private persons except that the DD shall be permitted to pay reasonable compensation for services rendered and/or expenses incurred in pursuit of purposes of the DD.

 

Article VI

EXECUTIVE COMMITTEE

Section 6.1. The Executive Committee shall consist of the President, First Vice President, Second Vice President, Secretary, Treasurer, and up to two other Board members selected by the President.

Section 6.2. The Executive Committee shall have as many meetings throughout the year as deemed necessary by the President. The time and place of such meetings shall be decided by the President. Executive Committee members shall be notified of meetings by the Executive Administrator, the Secretary or a designated representative by telephone, electronic communication, or any other convenient means.

Section 6.3.  A quorum of the Executive committee shall be four members present. When there is less than a quorum of the Executive Committee, the members present may authorize a vote by electronic mail by those absent.  The Secretary shall be responsible for verifying such votes.

Section 6.4. The Executive Committee shall exercise all vested powers and rights of the DD. The Executive Committee shall perform all duties specified and required by the Bylaws, as well as the Bylaws of the USTA and the USTA MS not specifically reserved to the DD Board of Directors.

Section 6.5.  The Executive Committee shall prescribe and enforce rules necessary or convenient for carrying into effect the requirements of these Bylaws. The Committee shall prescribe and enforce rules consistent with these Bylaws regulating DD and the conduct of its members.

Section 6.6. The Executive Committee shall appoint and remove at their pleasure all employees and assistants, as in their judgment, may be necessary for the proper conduct of the DD and its programs.  The Executive Committee shall prescribe the duties and compensation of all employees and assistants.

Section 6.7.  The Executive Committee shall appoint another Board member to fill the unexpired, vacant term of any officer(s), not filled by the succession of officers provided for in Article VII, until the next Annual Meeting.

Section 6.8.  The Executive Committee shall conduct, manage and control the affairs and business of the DD, authorize all necessary expenditures, do all things necessary and proper for the control, management and operation of the DD, its property and affairs.

Section 6.9.  The Executive Committee shall cause to be kept a complete record of a1l its proceedings and meetings as well as the board meetings of the DD.

Section 6.10. The Executive Committee shall present at the full Board of Directors meetings, as well as make available at the Annual Meeting, a statement showing its assets and liabilities and the general condition of its affairs, which statement shall include a report of the business of the preceding meeting and a recommendation of such action as may, in its discretion, be deemed advisable.

Section 6.11.  The Executive Committee shall be permitted to hire an Executive Administrator or other employees as necessary. Such employees shall serve at the pleasure of the Executive Committee.

Section 6.12.  The Executive Committee shall supervise and direct all officers, agents and employees of the DD and see that their duties are properly performed.

Section 6.13.  The Executive Committee shall carry into effect the provisions of the Bylaws and shall enforce all rules and regulations.

Section 6.14.  The Executive Committee shall continue or determine the construction of the Bylaws which determination shall be final.

 

Article VII

OFFICERS

Section 7.1. The Officers of the DD shall be a President, First Vice President, Second Vice President, Secretary and Treasurer, each of whom must be a member of the Board of Directors. The same Director may be elected to and hold both the office of Secretary and Treasurer.

Section 7.2.  The President, Secretary and Treasurer shall each serve a minimum two-year term.  Such officers may serve additional terms, as necessary, if nominated and elected.  However, the President shall serve no more than three consecutive terms.  The First Vice President shall also serve a minimum two-year term and at the end of such term, if willing to serve, nominated and elected, shall succeed as President, if such position becomes vacated.  The Second Vice President shall also serve a minimum two-year term and at the end of such term, if willing to serve, nominated and elected, shall succeed to the office of First Vice President, if such position becomes vacated.  Death, resignation or incapacity shall serve to accelerate the above described periods of rotation and at the next election, all vacancies shall be filled.

 

President: Powers and Duties

Section 7.3.  The President of the DD shall have the following duties and powers:

(a) He or she shall preside over all meetings of the Board of Directors and of the Executive Committee.  However, the President shall vote only in a case of a tie vote.

(b) He or she shall have the general supervision and control over all the affairs and operations of the DD when the Board of Directors and Executive Committee are not in session, and shall discharge such other duties as may be required of the President by the Bylaws of the DD or by resolutions of the Board of Directors or the Executive Committee.

(c) He or she may execute in the President’s official capacity all conveyance, contracts and other instruments in writing and may sign all checks, subject to the policy adopted by the Board during each term. 

(d) He or she shall at the commencement of the President’s term of office, approve all such standing committees required by the Bylaws and such other committees, in his or her opinion, as may be required. He or she shall be ex officio member of these committees, and shall have the power to make changes therein when, in his or her opinion, the best interests of the DD will be served thereby.

(e) The President shall serve as the District Representative at the USTA MS Board of Directors, assuming he or she meets the USTA MS eligibility requirement for Board service, or, if necessary, the Executive Committee may appoint a delegate.

(f) The President shall be the official spokesperson(s) for all DD matters.  No other Director, officer, or employee shall speak for the DD unless given prior approval by the President and or Secretary.

 

First Vice President: Powers and Duties

Section 7.4. When the President is absent, unable to, or neglects to attend to the duties of his or her office, or is disqualified from acting as to any transaction or other matter, or upon his or her written request, or in the event of his or her death, it shall be the duty of the First Vice President to perform the functions and to discharge the duties of the President.

 

Second Vice President: Powers and Duties

Section 7.5.  When the First Vice President is absent, unable to, or neglects to attend to the duties of his or her office, or is disqualified from acting as to any transaction or other matter, or upon his or her written request, or in the event of his or her death, it shall be the duty of the Second Vice President to perform the functions and to discharge the duties of the First Vice President.

 

Secretary: Powers and Duties

Section 7.6.  The Secretary of the DD shall have the following duties and powers:

(1) He or she shall keep a record of the proceedings of the Executive Committee and of the Board of Directors at all meetings

(2) He or she shall give or serve all notices required by the Bylaws of the DD, but in the case of absence, failure, or neglect of the Secretary to do so, such notices may be given or served by another person thereto as directed by the DD President.

(3) He or she shall perform all other duties specified in these Bylaws and such further duties as may be imposed by resolution of the Board of Directors and or the Executive Committee.

(4) When the Second Vice President is absent, unable to, or neglects to attend to the duties of his or her office, or is disqualified from acting as to any transaction or other matter, or upon his or her written request, or in the event of his or her death, it shall be the duty of the Secretary to perform the functions and to discharge the duties of the Second Vice President.

 

Treasurer: Powers and Duties

Section 7.7.  The Treasurer shall have the custody of the DD funds and shall keep full and accurate accounts of receipts and disbursements in records belonging to the DD and shall deposit all money and other valuable effects in the name and to the credit of the DD in such depositories as may be designated by the Board of Directors or the Executive Committee.

Section 7.8.  The Treasurer shall disburse the funds of the DD as may be ordered by the Executive Administrator with the President’s approval, taking proper vouchers for such disbursements, and shall render to the President and the Executive Committee at regular meetings of the Committee or whenever required, an account of all his transactions as Treasurer and of the financial condition of the DD. All checks shall be signed subject to the policy adopted by the Board during each term.

Section 7.9.  The Treasurer shall perform all other duties specified in these Bylaws and such further duties as may from time to time be imposed by resolution of the Board of Directors or the Executive Committee.

 

ARTICLE VIII

NOMINATING COMMITTEE

Section 8.1.  Prior to the Annual Meeting, the Executive Committee shall appoint a nominating committee from the Board of Directors consisting of not less than three and not more than five members and shall designate a chairman thereof.

Section 8.2.  The Nominating Committee shall report to the President, no later than two weeks preceding the last Board of Directors meeting of the calendar year with a slate of candidates to fill the Director and Officer Vacancies. There shall be no limit to the number of candidates considered by the committee and the committee should make every effort to canvass individual adult members and member clubs and associations to select candidates for the Board and for its Officers.

Section 8.3.  The proposed slate of Officers and Directors shall be published in the DD electronic news or on the DD web site, with a call for additional nominations. Any additional nominations from the general membership must be received by the Chairman of the Nominating Committee at least one week before the last Board of Directors meeting of the calendar year.

Section 8.4.  The Board of Directors will formally accept and vote on the proposed slate of candidates, including any Officers or Directors whose terms are continuing, as provided for in Section 5.7, at the last Board meeting of the year.

 

Article IX

MEETINGS

Section 9.1.  The DD Board of Directors shall be required to have an Annual Meeting, open to the general membership.  The time and place of the Annual Meeting shall be decided by the President.  However, the Annual Meeting shall be held prior to the annual meeting of the USTA MS.  The Board of Directors is expected to attend the Annual Meeting.  At least 15 days notice of the time and place of the Annual Meeting shall be provided to the Board of Directors and the general membership. An announcement in the DD electronic news or on the DD web site shall serve as proper notice to the Board of Directors and the general membership of the time and place of the Annual Meeting.

Section 9.2.  Business at the annual meeting shall include but not be limited to:

                         (1) Report on Election & Financial Affairs

                         (2) President’s report on DD activities

                         (3) Presentation of Awards

                         (4) Other business

Section 9.3.  The rules contained in the The Modern Rules of Order shall govern the proceedings of the meetings of the DD in all cases to which they are applicable.

Section 9.4.  If the President, First Vice President and Second Vice President are absent from any meeting of the Board of Directors or at any other meeting of the DD, a president pro tem may be chosen by majority vote of the Directors present at such a meeting to preside over and conduct the same, and while presiding may exercise all the powers and functions of the President.

Section 9.5.  A special open meeting of the DD or of the DD Board of Directors may be called at any time:

                         (1) by the Executive Committee when the majority of its members so vote

                         (2) by a majority of the DD Board of Directors.

Section 9.6.  The presence of not less than a majority of members of the Board of Directors shall constitute a quorum at any meeting. A majority of votes cast will be sufficient to enact any motion.

 

Article X

CONFLICTS OF INTEREST

Section 10.1.  It is recognized that occasions may arise when a member of the Board or an officer of the DD has a financial interest in a contract or transaction upon which action is to be taken or withheld by the Board or a committee thereof.  It is the policy of the DD and of its Board of Directors that:

                           (a)        Any material facts as to such financial interest shall be disclosed by such member or officer to the members of the Board or committee entitled to vote on such transaction.  Such disclosure shall be recorded in an annual conflict of interest statement signed by such member or officer and, if not previously disclosed in such statement, when the matter comes up for action by the Board or committee.

                           (b)        The member of the Board or officer having such financial interest on any matter shall not vote or use any personal influence in regard to the matter (except that the member or officer may state a position on the matter and respond to questions about it); however, such member or officer may be counted in determining the quorum for the meeting at which the matter is voted upon.  The minutes of the meeting shall reflect that the disclosure was made and that such member or officer abstained from voting.

                           (c)        No contract or transaction in which a member or officer has a financial interest shall be knowingly entered into by the DD unless it has been authorized in good faith by its Board of Directors pursuant to the General Corporation Law.

 

ARTICLE XI

LIABILITY OF DIRECTORS

Section 11.1. A Director of the DD shall not be personally liable for monetary damages as a result of any action taken, or failure to act, unless such action or inaction constitutes both: (a) a breach of or failure to perform duties of his or her office under the non-profit corporation, and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law.

Section 11.2. If Pennsylvania law hereafter is amended to authorize the further elimination or limitation of the liability of Directors, then the liability of a Director of this non-profit corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania law.

 

ARTICLE XII

INDEMNIFICATION

Section 12.2.  (a) The non-profit corporation known as USTA MS shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the non-profit corporation), by reason of the fact that he or she is or was a representative of the  non-profit corporation or is or was serving at the request of the non-profit corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise (such person being herein called an "Indemnified Person"), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by his/her in connection with such action or proceeding (herein called collectively the "Indemnified Liabilities"), if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of this non-profit corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or did not act in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had reasonable cause to believe that his conduct was unlawful.

                        (b) In addition, this non-profit corporation shall indemnify any person who was or is a party, or is threatened to be made party, to any threatened, pending or completed action by or in the right of the non-profit corporation to procure a judgment in its favor by reason of the fact that the person is or was a representative of the non-profit corporation, or is or was serving at the request of the non-profit corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by his or her or her in connection with the defense or settlement of the action if he or she acted in good faith and in a   manner he or she reasonably believed to be in, or not opposed to, the best interests of the non-profit corporation. Indemnification shall not be made in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the non-profit corporation unless and only to the extent that the appropriate court of the judicial district embracing the county in which the registered office of this non-profit corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses that the appropriate court deems proper.

Section 12.3.  Expenses incurred by an Indemnified Person in defending a civil or criminal action, suit or proceeding may be paid by the non-profit corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Section 11.2 of this Article, upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the non-profit corporation as authorized in this Article.

Section 12.3.  The non-profit corporation known as USTA MS shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the non-profit corporation, or is or was serving at the request of the non-profit corporation as a trustee, partner, Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against his/her and incurred by his/her in any such capacity, or arising out of his status as such, whether or not the non-profit corporation would have the power to indemnify his/her against such liability under the provisions of this Article.

 

Article XIII

AMENDING THE BYLAWS

Section 13.1.   The Bylaws of DD may be amended by the Board of Directors at its Annual Meeting, a regular meeting, or a special meeting of the Board of Directors by the affirmative vote of at least two-thirds of the members of the Board.

Section 13.2.  Unless expressly provided to the contrary, any amendment to these Bylaws shall become effective immediately upon determination of the affirmative vote cast relating thereto.

 

 
 
 
 
 
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