SADDLEBROOKE
TENNIS CLUB (STC)
(REVISED
SEPTEMBER 17, 2008)
The name of
the organization shall be SaddleBrooke Tennis Club (STC).
SECTION 1. The purpose of the STC is to promote programs encouraging participation in tennis at all skill levels for members of the club. It will provide an active program of tennis by organizing men’s, women’s and mixed play, conducting tournaments, social events, intra-club and inter-club activities, supporting league play and encouraging fellowship and good sportsmanship. The STC is also responsible to the SaddleBrooke community for the administration of an effective and equitable court reservation system.
SECTION 2. The STC
shall adhere to the SaddleBrooke Homeowners’ Associations One and Two Rules and
respective Tennis Committee Charters.
SECTION 3. The STC shall not be conducted nor operated for profit, and no remainder or residue from dues or donations shall benefit any member or individual except for expense reimbursement and authorized contracts.
SECTION 1.
ELIGIBILITY: Membership shall be
open to all Member/Homeowners, Permanent Residents, Renters and Guests meeting
the requirements of SaddleBrooke Homeowner’ Associations One and Two Rules and
Regulations. Membership in the STC is
based upon the payment of dues.
SECTION 2. MEMBERSHIP: There shall be two types of membership:
A.
Regular membership consists
of Member/Homeowners, Permanent Residents and others who pay the full annual
dues. Regular members shall be entitled
to all benefits and activities offered by the club.
B.
Associate membership
consists of short-term [three (3) months or less] Renters and Guests. Associate members shall be eligible only to participate
in organized play, club socials and parties.
SECTION 3.
DUES: Following a recommendation
regarding dues for the upcoming year by the Board of Directors, the dues shall
be set by a vote of the members present at the November membership meeting. Regular membership dues are paid at the full
rate established by the club. Associate
members shall be charged one-half (1/2) of the full annual rate. Annual dues for regular members shall become
payable to the Treasurer on or before December 1 and will be considered
delinquent if not paid by December 31. Nonpayment of dues results in being
dropped from the membership and denied participation in STC activities. For the first year only, new regular members
joining the association after January 1 will pay one twelfth (1/12) of annual
dues for each month remaining in the first year. There shall be no prorating of dues for
associate membership.
SECTION 1. The Board
of Directors shall consist of the five elected members.
SECTION 2. General management of the STC’s affairs shall be entrusted to the Board of Directors. The Board shall be subject to the orders of the members, and none of its acts shall conflict with actions taken by a vote of the membership.
SECTION
3. The Board of Directors shall prepare
an annual budget for the following year to be presented at the November
membership meeting. The budget shall be
made available to the membership at least one week prior to that meeting.
SECTION 4. The Board of Directors shall make no capital expenditure greater than $1000.00 unless it has been approved by a vote of the membership.
SECTION 5. The Board of
Directors shall incur no debt for which funds are not currently available. The outgoing Board of Directors must leave
sufficient funds in the treasury to satisfy the unpaid bills and obligations
incurred by its administration.
SECTION 6. The Board of
Directors shall ensure that a review of the STC’s financial activities is
performed at least annually, and that the results be reported at a membership
meeting.
SECTION 7. The Board of Directors may appoint one or more non-voting advisors to provide continuity or guidance regarding any aspect of STC management. Such appointments may be for a limited period or may extend until the end of the calendar year.
SECTION 8. The Board of Directors shall make recommendations regarding the hiring, termination and performance evaluation of Tennis Center employees to the General Manager of Homeowners’ Association One.
SECTION 9. The
Board of Directors shall appoint a member to serve as Parliamentarian to
interpret and apply Robert’s Rules of Order.
SECTION 10. The
Board of Directors shall serve as the Board of Directors of the SaddleBrooke
Tennis Association (STA) Charity Fund.
SECTION
1. There shall be the following elected
directors:
A.
President
D.
Treasurer
E.
Director-at-Large
SECTION 2. No employee of the STC, direct or indirect,
shall be permitted to serve as a director.
SECTION 3. A director may be relieved of office by a majority vote of the Board of Directors for malfeasance of office or behavior considered to be contrary to the proper discharge of the obligations and responsibilities of the office.
SECTION 4. VACANCIES: Any vacancy occurring in the elected offices during the year shall be filled for the unexpired term of office by a majority vote of all the members of the Board of Directors except that the Vice President shall fill a vacancy in the office of President automatically.
ARTICLE VI. COMMITTEES
SECTION 1. COMMITTEES:
The Board of Directors may form such
standing and ad hoc committees as are necessary to advance the work of the
STC. (See Appendix I) The Board may add, delete or change the
purpose of the STC’s committees without membership approval. Committees act under the policy direction of
the Board of Directors. Following Board
review, committee reports must be made available to the membership in a timely
manner.
SECTION 2. COMMITTEE SELECTION: With the exception of the Nominating Committee, the President appoints the committee chairpersons with the approval of the Board of Directors. The chairperson is responsible for recruiting sufficient committee members to carry out the committee’s assigned responsibilities. Subject to Board approval, the chairperson may augment a committee with non-STC members, who have no vote on committee business. No STC director shall serve as a STC committee chairperson.
ARTICLE
VII. ELECTION OF DIRECTORS
SECTION 1. NOMINATING COMMITTEE:
A. The Nominating Committee shall consist of five regular members. Two of the five shall be members of the prior year’s committee selected by that committee to carry over to the new year. The remaining three shall be elected by the membership at the April membership meeting. Candidates will be asked to volunteer from the floor. Members unable to attend the meeting may notify the Secretary in advance to volunteer and will be eligible for selection. If three or fewer members volunteer, they will be appointed to the committee, and the Board will appoint the balance. If four or more members volunteer, a secret written ballot will immediately be held; the three with the most number of votes will become members of the Nominating Committee. Once formed, the committee members shall select the chairperson. No employee of the STC, direct or indirect, or director of the STC or chair of either HOA Tennis Committee shall serve on this committee nor may any member serve for more than two consecutive years.
B. The Nominating Committee shall develop a slate of candidates for presentation at the September membership meeting. The Committee shall nominate one candidate for each office. Nominees are required to be regular members of the STC. This slate shall be posted two weeks before the September meeting. Immediately following the report of the Nominating Committee at the September meeting, additional nominations from the floor can be made. No person shall become a candidate for office without his or her consent.
C. The Secretary shall post the approved slate of candidates, along with a brief resume of each candidate, following the September meeting.
SECTION 2. ELECTION PROCESS:
A. Elections shall take place at the November membership meeting. Voting shall be by secret written ballot in a contested election, and provisions shall be made for absentee ballots.
B. Each candidate shall be considered elected who receives a plurality of votes.
SECTION 3. TERM OF OFFICE:
A. The Board of Directors shall be elected for a term of one year to serve from January 1 to December 31.
B. Directors may not serve more than two consecutive years in the same position or more than four consecutive years total.
SECTION 4. TRANSITION OF ADMINISTRATION: The outgoing Board of Directors shall meet with the incoming Board of Directors prior to January 1. At that meeting, the outgoing Board of Directors shall review old business, expenditures and payables and turn over all records to the new Board. During this transition period, new board members shall become familiar with their duties and responsibilities, including the STC’s bylaws, policies and procedures and the parliamentary authority that governs the club.
ARTICLE VIII. DUTIES OF DIRECTORS
SECTION 1. PRESIDENT: The President shall:
A. Preside at all meetings of the Board of Directors and membership meetings of the STC;
B. Appoint the committee chairs with the approval of the Board of Directors;
C. Make interim appointments as needed with the approval of the Board of Directors;
D. Sign all contracts with the approval of the Board;
E. Review and sign the Federal and State tax returns for the STC and the STA Charity Fund;
F.
Approve HOA#1 time sheets for work performed by the
G. Pay bills and sign checks in the absence of the Treasurer;
H. Perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the club.
SECTION 2. VICE PRESIDENT: The Vice President shall perform the duties of President in his or her absence and perform such other duties as are assigned by the President.
SECTION 3. SECRETARY: The Secretary shall:
A. Give notice of all board and membership meetings at least 96 hours in advance, which notice shall include the meeting’s agenda;
B. Keep the attendance roster from all meetings, take and timely post the minutes of same (excepting matters discussed in Executive Sessions), handle all correspondence and notices for the STC, and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the club.
SECTION 4. TREASURER: The Treasurer shall:
A. Collect and account for all monies due or belonging to the STC;
B. Develop an annual projection of income and expenses and present it to the Board of Directors;
C. Pay all authenticated bills of the STC, prepare Federal and State tax returns, prepare monthly financial reports, and submit an annual report upon completion of the term of office;
D. Maintain a current membership list;
E. Serve as Treasurer of the STA Charity Fund;
SECTION
5. DIRECTOR-AT-LARGE: Perform such duties as assigned by the Board
of Directors.
ARTICLE IX. CLUB YEAR AND MEETINGS
SECTION 1. CLUB YEAR: The STC’s fiscal year shall begin January 1 and end December 31.
SECTION 2. REGULAR MEETINGS: There shall be membership meetings held on the second Wednesday of January, April, and November and on the third Wednesday of September; however, the President may change these dates for good reason. The quorum for such meetings shall be twenty-five (25) members.
SECTION 3. SPECIAL MEETINGS:
A. The President of the Board of Directors may call special membership meetings; or
B. Upon the written request of fifty (50) members, the President shall call a special membership meeting;
C. Notice and purpose of special meetings shall be posted ten days in advance of such meetings. No business other than that stated in the notice may be transacted. The quorum for special meetings shall be twenty-five (25) members.
SECTION
4. MOTIONS. Voting on motions at a membership meeting is
limited to issues announced in the meeting’s agenda. Motions will pass or fail based on a
majority vote; however, motions to rescind or to amend an action previously
adopted require a two-thirds vote.
SECTION 5. ITEMS OF SPECIAL IMPORTANCE: Issues not otherwise addressed in the bylaws and considered by 2/3 of the Board to be of “special importance” shall be voted on by the membership by absentee ballot. Prior to any action to refer, the Board shall hold at least one informational meeting on the item, so as to give all members the opportunity to fully understand the matter. All votes shall be cast by written ballot or electronically. The Secretary shall be responsible for establishing procedures to ensure a fair and timely vote and for tallying and certifying the results. The issue will pass or fail based on a majority vote unless otherwise required by the bylaws.
SECTION 6. BOARD OF DIRECTORS MEETINGS: The President shall call Board meetings prior to membership meetings and as needed to conduct the business of the STC. A quorum of the Board of Directors’ meetings shall be a majority of the Board of Directors. Unless otherwise required by the bylaws, a majority vote shall prevail to conduct business; if no majority is reached, the decision must be tabled until a majority vote does exist. All Board of Directors’ meetings, except those that pertain to personnel matters or disciplinary hearings, which shall be held in Executive Session, shall be open to the membership and shall provide an opportunity for members to address the Board with comments and questions.
ARTICLE X. ORDER OF BUSINESS
The
order of business at regular meetings shall
be:
A. Call to order
B. Introduction of guests and new members
C. Announcements
D.
E. Treasurer’s report
F. Report of Directors
G. Committee reports
H. Unfinished business
I. Correspondence
J. New business
K. Comments and questions from members
L. Adjournment
ARTICLE XI. PARLIAMENTARY AUTHORITY
The rules contained in Robert’s Rules of Order Newly Revised shall govern meetings where they are not in conflict with the bylaws or other rules of the club.
ARTICLE XII. AMENDMENTS
SECTION 1. Amendments to the bylaws may be proposed by the Board of Directors, the Bylaws Committee or by written petition addressed to the Secretary signed by fifty (50) members. Amendments proposed by such petition shall be promptly considered by the Bylaws Committee and Board of Directors and must be submitted to the members for approval with recommendation of the Board. The Board must submit the amendments to the membership for a vote within three months of the date when the Secretary received the petition.
SECTION
2. The bylaws shall be amended or
revised by an affirmative vote of two-thirds (2/3) of all the members present
at a meeting designated for that purpose.
A copy of the proposed amendment(s) shall be posted for 30 days prior to
the meeting. Copies of the proposed amendment(s)
will be at the
ARTICLE XIII. DISCIPLINE
SECTION 1. So that all STC members may enjoy participation in tennis activities, members must exhibit conduct that will ensure fellowship, sportsmanship and protection of tennis facilities. A claim against the good standing of any member may be made when an action or behavior results in the destruction/abuse of tennis facilities or discourteous conduct, abusive language, physical abuse or threat, harassment in any form against a member, resident, guest or employee, or any action that impairs their rights and privileges. The complaint must be made in writing by at least two STC members, and filed with the Board of Directors within five days of the alleged incident.
SECTION 2. Upon receipt of the claim, the Board shall notify the charged member by written letter. The Board may then appoint a three person ad hoc committee to investigate the claim and make a written report, including a specific recommendation, to the Board within ten calendar days of the committee’s appointment. The Board may extend this period for good cause. If the Board feels the claim may be equitably resolved without an investigation, it may attempt to do so.
SECTION 3. If a committee is formed, the charged member shall be notified by the Board in writing of the committee’s report at least 5 days prior to any Board consideration of the recommendations. The Board shall consider the charges and the committee’s recommendation in an Executive Session. The charged member shall have the right to participate in the Executive Session and to present such evidence as the member believes is reasonably necessary to refute the charges.
SECTION 4. By a majority vote of the Board, the charges may be dismissed or the charged member may be given a warning, placed on probation, suspended from STC activities for a specified period, or expelled from the club. In determining a penalty, the Board can consider prior complaints filed against the charged member.
SECTION 5. The proceedings of the ad hoc committee and the Board shall remain confidential, but the final determination of the Board, including charges and decision, shall be published in the Board’s minutes.
ARTICLE XIV. DISSOLUTION
SECTION 1. This club may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. In the event of dissolution of the club, whether voluntary, involuntary or by operation of law, none of the property of the club, any proceeds thereof, or any assets of the club shall be distributed to any member.
SECTION 2. In the event of dissolution, all material possessions of the organization shall be sold. After all debts of the organization have been paid, the remainder shall be disposed of in a manner determined by a majority of the dissolving members.
ARTICLE XV. LIABILITY
To the fullest extent permitted by law, neither the STC, STC Director or committee member shall be liable for any action or inaction made in good faith which the Club, Director or member reasonably believed to be within the scope of their duties.
ARTICLE XVI. NOTICE
Notice, when notice is required to be given under the bylaws or rules, should be given in the best available means, to include posting on the bulletin board at the Tennis Center and electronically.
Revised and adopted this seventeenth day of September 2008.
----------------------------------------------
Connie Kacer
President
CERTIFICATE OF ADOPTION
The undersigned Secretary does hereby certify that the foregoing revised Bylaws were adopted by a majority vote of the members at the regularly meeting held on the seventeenth day of September 2008
----------------------------------------------
Donald D. Stull
Secretary
APPENDIX I
COMMITTEES
(Revised by the STC Board on September 17, 2008)
This Appendix contains an inventory of the STC’s committees as of the date of this revision to the bylaws. The board has the right to add, delete or amend the purpose of the club’s committees without approval of the membership.
SECTION 1. CAPITAL EXPENDITURE COMMITTEE. To identify, develop and plan for the implementation of capital projects for inclusion in the STC’s long-range budget plans.
SECTION 2. CHARITY COMMITTEE. To identify worthwhile charitable organizations and raise funds on behalf of the STC for these charities.
SECTION 3. COMPUTER COMMITTEE. To develop or purchase software and hardware that will enhance the administration and operation of the STC.
SECTION 4. MAINTENANCE COMMITTEE. To follow the established procedures set forth in the binder at the Tennis Center, coordinate with HOA#1 maintenance staff and the HOA Tennis Committees, make purchases, repairs or replacements to equipment and collect, dispose of and replace tennis balls for the ball machines.
SECTION 5. MEMBERSHIP/ORIENTATION COMMITTEE. To recruit new members and provide information regarding the club’s policies, procedures and rules, and conduct orientation sessions and follow up with new members to ensure that their tennis experience is a positive one.
SECTION 6. NOMINATING COMMITTEE. To be selected and function according to the guidelines stipulated in Article VII, Section 1.
SECTION
7. RULES COMMITTEE. To prepare policies and obtain their approval
from the STC and both HOAs for the effective and equitable use of tennis
facilities by the STC and all SaddleBrooke residents. The committee is comprised of the STC Senior
Coordinator, chair of the STC Bylaws Committee, chairs of the HOA#1 and HOA#2
Tennis Committees and the chair of the STC Rules Committee.
SECTION 8. SOCIAL COMMITTEE. To plan and organize various social events sponsored by the STC throughout the year.
SECTION 9. TOURNAMENT COMMITTEE. To plan and organize the annual club championship and other tournaments sanctioned by the STC and to set the draws for the club’s socials.
SECTION 10. BYLAWS COMMITTEE (Ad hoc). To maintain the STC’s bylaws, to review proposed changes and to present recommended changes to the membership for approval. (See Article XII.)