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RULES & BYLAWS
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ARTICLE I. NAME
The name of this corporation is Jackson Ladies Tennis Association. It is a Mississippi
non-profit corporation.
ARTICLE II. PURPOSES
The corporate purposes and powers are set out in the Articles of Incorporation, including
operating a ladies tennis league devoted to the development of tennis as a means of
healthful recreation and physical fitness, to establish and maintain rules of league play
and to promote high standards of sportsmanship among it members.
ARTICLE III. OFFICES
Section 1. Principal Office. The principal office of the corporation shall be 5055 Old
Canton Road, Jackson, Mississippi 39211, or such other place as the directors from time
to time may select.
Section 2. Additional Offices. In addition to the principal office, the corporation may
have such other offices as may be helpful or convenient to the corporation's operations.
ARTICLE IV. MEMBERSHIP
Section 1. Eligibility. Membership in the Corporation is open to any person 21 years of age and over
interested in the purpose of the Jackson Ladies Tennis Association. Members need not be
a resident of, or domiciled within, the City of Jackson, Mississippi.
Section 2. Number. The Membership Chairman shall have the authority to accept new
teams, provided that space is available within the color level requested and the new team
is voted on by the Board.
Section 3. Applications for Team Membership. Applications for new teams shall be
submitted to the Membership Chairman. Applications from new teams who wish to enter
the Jackson Ladies Tennis Association will be accepted only if space is available within
the level requested. The winning team from the level below will have preference for a
space over a new team. The new team will be considered for the applied level only if four
or more players have played in that level or any of the above levels.
Section 4. Voting Rights. Each member shall be entitled to one (1) vote, either in person
or by proxy, on each matter voted on by the members, provided that the voting member
has paid dues for the year in which the meeting takes place.
Section 5. Termination of Membership. By a majority vote of the Board of Directors of
the Corporation, any member of the Corporation may be suspended or expelled for cause.
Any member who fails to pay dues shall automatically be suspended from membership.
Section 6. Annual meeting. An annual meeting of the members shall be held each fiscal
year during the month of May at such time, date and place as shall be designated from
time to time by the Board of Directors. If the day fixed for the annual meeting is a legal
holiday, the meeting shall be held on the next succeeding business day.
Section 7. Special Meeting. Special meetings of the members may be called by the
President whenever deemed expedient and shall be called by the President at the written
request of or by vote of two-thirds (2\3) of the Board of Directors, or at the written
request of the members. No business shall be transacted at a special meeting except as
stated in the notice of the meeting sent to the members.
Section 8. Action Without a Meeting by Consent. Unless otherwise provided by law, any
action required to be taken or any action which may be taken at a meeting of the
members, may be taken without meeting if consents in writing, setting forth the action so
taken, shall be signed by eighty percent (807.) of the members entitled to vote with
respect to the subject matter thereof and delivered to the Corporation for filing in the
corporate records. The consents may be executed in any number of counterparts, each of
which shall be deemed an original but all of which together shall be deemed one
instrument. Such consents shall have the same force and effect as a meeting vote of the
members.
Section 9. Notice. Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting is called,
shall be given to the members by their league secretary or team captain not less than ten
(10) days nor more than thirty (30) days before the date of the meeting. When a meeting
is adjourned to another place, date or time, written notice need not be given of the
reconvened meeting, written notice of the place, date and time of the reconvened meeting
shall be given in conformity herewith. At any reconvened meeting, any business may be
transacted which might have been transacted at the original meeting. Notwithstanding the
above, if all the members of this Corporation waive notice of the meeting, no such notice
shall be required and whenever a majority of the members of the Corporation shall meet
in person or by proxy after all of the members of this Corporation have waived notice,
such meeting shall be valid for all purposes and at such meeting any corporate act shall
be valid.
Section 10. Quorum. Except as provided in the Articles of Incorporation, at any meeting
of the members, those present in person or represented by proxy, shall constitute the act
of the members.
Section 11. Vote Requirement. Except as provided in the Articles of Incorporation, the
affirmative vote of the members represented at a meeting of the members at which a
quorum exists shall be necessary to constitute the act of the members.
Section 12. Order of Business. Roberts Rules of Order shall prevail for the meetings of
the Jackson Ladies Tennis Association. The order of business to be transacted at the
meetings of the members shall be as follows:
1. Determination of whether a quorum exists.
2. Presentation of proxies and qualifications.
3. Reading and approval o minutes of preceding meeting.
4. Reports of officers.
5. Elections.
6. Miscellaneous or special business.
7. Adjournment.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers and Duties. The business and affairs of the corporation shall
be managed by its Board of Directors. The Directors duties include, but are not limited to,
establishing, maintaining and interpreting the Rules of League Play.
Section 2. Number, Tenure and Qualifications. The Directors shall include the
President, Vice President, Recording Secretary, Treasurer, the League Secretary of each
color level, and the Disciplinary Chairman, all of whom, except for the Disciplinary
Chairman and President, shall be elected at the next annual meeting of the members. Each director shall
hold office until his successor is elected at the next annual meeting of the members.
Section 3. Resignation. Any Director may resign at any time by giving written notice of
such resignation to the Board of Directors.
Section 4. Vacancies. Any vacancy in the Board of Directors occurring during the year
may be filled for the unexpired portion of the term by the directors then serving, although
less than a quorum, by affirmative vote of the majority. Any director so elected by the
Board of Directors shall hold office until the next succeeding annual meeting of the
members of the Jackson Ladies Tennis Association or until the election and qualification
of her successor.
Section 5. Regular Meetings. The directors shall hold regular meetings at such times,
dates and places as shall be designated from time to time by the Board of Directors. One
of the regular meetings shall be designated as the annual meeting of directors. If the day
fixed for the annual meeting is a legal holiday, the meeting shall be held on the next
succeeding business day.
Section 6. Special Meetings. Special meetings of the Board of Directors may be held at
the call of the President or a majority of directors. The person or persons authorized to
call the special meeting may fix the place for holding any special meeting of the Board of
Directors called by them.
Section 7. Notice. Notice of any special meeting shall be given at least ten but not more
than thirty days before such meeting. If mailed, such notice shall be deemed delivered
when deposited in the United States mail addressed to each director at his address as
shown on the records of the corporation, any director may waive notice of any meeting,
and the attendance of a director at a meeting shall constitute a waiver of notice, except
where a director attends for the express purpose of objecting to the transaction of any
business because the meeting is not properly called or convened.
Section 8. Chairman. At all meetings of the Board of Directors, the President or Vice
President, or in their absence a chairman chosen by the directors present, shall preside.
Section 9. Quorum and Voting. The presence of a majority of the directors elected and
then serving shall constitute a quorum for the transaction of business at any regular or
special meeting. The vote of a majority of Directors present at a meeting at which a
quorum is present shall constitute the action of the Board of Directors. In case of a tie, the
President shall cast the deciding vote.
Section 10. Contracts and Services. The directors and officers of the Corporation may be
interested directly or indirectly in any contract relating to or incidental to the operations
conducted by the Corporation, and may freely make contracts, enter transactions, or
otherwise act for and on behalf of the Corporation, notwithstanding that they may also be
acting as individuals, or as trustees of trusts, or as agents for other. persons or
corporations, or may be interested in the same matters as shareholders, directors, or
otherwise; provided, however, that any contract, transaction, or act on behalf of the
Corporation in a matter in which the directors or officers are personally interested shall
be at arm's length and not violative of the proscriptions in the Articles of Incorporation
against the Corporation's use application of its funds for private benefit; and provided
further that no contract, transaction, or act shall be taken on behalf of the corporation
which would result in the denial of the tax exemption under Section 503 of the Internal
Revenue Code and its Regulations as they now exist or as they may be amended. In no
event, however, shall any person or other entity dealing with the directors or officers be
obligated to inquire into the authority of the directors and officers to enter into and
consummate any contract, transaction, or other action.
Section 11. Informal Action by Board. Any action required to be taken at a meeting of
the Board or any other action which may be taken at the meeting of the Board may be
taken with like effect without a meeting if a consent in a representative of each Board
member.
Section 12. Waivers. In lieu of any notice of meeting or place of meeting, such meeting
may be held at any time and at any place upon the waiver of notice thereof by all of the
Board members. The attendance of a member at any appearance at such meeting is made
for the sole purpose of objecting to the transaction of any business because the meeting
was not lawfully called or convened.
ARTICLE VI. OFFICERS
Section 1. Officers. The officers of the corporation shall be a President, a Vice President,
a Recording Secretary, a Treasurer and a Disciplinary Chairman, each of whom shall be
elected by the Members, except for the Disciplinary Chairman, who shall be the
immediate Past President, and the President, who shall be the immediate Past Vice President, or if unavailable, shall be appointed by the remaining officers.
The President, Vice President, Recording Secretary and the Treasurer shall be from
different color levels of League Play at the time of their election.
Section 2. Election and Term of Office. The officers of the corporation shall be elected
by the members at the annual meeting. If the election of officers is not held at such
meeting, the election shall be held as soon thereafter as may be convenient. Each officer
shall hold office for one (1) year or until her successor shall have been duly elected and
qualified.
Section 3. Vacancies. A vacancy in any office for any reason shall be filled by appointment of
the President with approval of the Board of Directors.
Section 4. President. The President shall be the principal executive officer of the
corporation and shall supervise and control all of its business and affairs. She shall
preside at all meetings of the Board, the annual meeting of the members of the
Corporation and shall appoint all committee chairmen.
Section 5. Vice President. In the absence of the President or in the event of her death,
inability, or refusal to act, the Vice President shall perform the duties of the President and
when so acting shall have all the powers and be President shall also coordinate the
Jackson Ladies Tennis Association Spring Tournament.
Section 6. Recording Secretary. The Recording Secretary shall keep the minutes of the
meetings of the directors in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of the Bylaws as required by
law; be custodian of the league booklets, corporate records and the seal, if any, of the
corporation; and, in general, perform all duties incident to the office of Secretary.
Section 7. Treasurer. The Treasurer shall have charge and custody and be responsible for
all funds of the corporation and receive and give receipts for monies due and payable to
the corporation from any source whatsoever and deposit all such monies in the name of
the corporation in such banks, trust companies and other depositories as shall be selected
by the directors; shall report in full the financial condition of the corporation at meetings
and to the President and\or Board of Directors at their request, shall keep and make
available to the President an accurate roster of members at all times; and, in general ,
shall perform all the duties incident to the office of Treasurer. In addition, the Treasurer
shall serve as membership Chairnan.
Section 8. Disciplinary Chairman. The Disciplinary Chairman shall coordinate and
supervise the Disciplinary Board. The Disciplinary chairman and\or the Disciplinary
Board shall have the power to take any action it reasonably deems necessary for
discipline, subject to the Board of Directors powers regarding supervision and expulsion
in Article IV, Section 5.
Section 9. Removal of Officers. At any meeting of the Board of Directors, any officer or
officers may, by a vote of not less than two-thirds of the entire Board of Directors, be
removed from office for cause and her\their successor(s) may be elected pursuant to the
provisions above.
Section 10. Other Duties. In addition to the duties set out hereinabove, each of the
officers shall perform other duties as may from time to time be assigned to them by the
President or Board of Directors.
ARTICLE VII. AGENTS AND REPRESENTATIVES
The Board of Directors may appoint agents and representatives of the Corporation with
powers and the authority to perform acts or duties on behalf of the Corporation as the
Board of Directors may see fit, so far as may be consistent with these Bylaws, to the
extent authorized by law.
ARTICLE VIII. CONTRACTS
The Board of Directors, except as in these bylaws otherwise provided, may authorize any
officer or agent to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authority may be general or confined
to a specific instance; and unless so authorized by the Board of Directors, no officer,
agent, or employee shall have any pc or authority to bind the corporation by any contract
or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to
any amount.
ARTICLE IX. COMMITTEES.
The Board of Directors may appoint from its number, or from among such persons as the
board may see fit, one or more committees, and at any time may appoint additional
members. The members of any such committee shall serve at the pleasure of the Board of
Directors. The Committees include, but are not limited to, and Executive Committee, a
Nominating Committee and a Disciplinary Board.
Section 1. Executive Committee. The Executive Committee shall consist of all of the
Officers, and shall manage the affairs of the corporation and shall have and-may exercise,
to the extent provided in resolutions of the Board of Directors, such powers of the Board
of Directors as can be lawfully delegated by the Board. The Chairman of the Board shall
be the Chairman of the Executive Committee.
Section 2. Nominating Committee. The Nominating Committee shall be appointed by
the President and approved by the Board of Directors. The Nominating Committee shall
appoint a slate of officers by submission to the vote of the members at the next following
annual meeting of the corporation. Vacancies shall be filled by appointment by the
President.
Section 3. Disciplinary Committee. The Disciplinary Board shall consist of the
Disciplinary Chairman and the captains and secretary of whichever league is involved in
a dispute.
ARTICLE X. FINANCES.
Section 1. Contracts. The President or Vice President is authorized, with prior approval
of the Board, to enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation and to institute, join in, or become a party to any suit
of law or in equity in which the corporation may have an interest.- The Secretary of the
corporation may attest the signatures of such offices and affix the corporate seal, if any,
to any such instrument; however, the presence of such attesting signature or corporate
seal shall not be required for the validity of such instrument unless required by law. Other
officers or employees may be-empowered by the board of Directors to execute such
contracts or instruments as the Board directs.
Section 2. Loans. No loan shall be contracted on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authoRity may be general or confined to specific incidents.
Section 3 Banking Transactions. All checks, drafts, or other orders for the payment of
money issued in the name of the corporation shall be signed by the Treasurer or such
other officer or employee of the corporation and in such manner as shall be, from time to
time, determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed shall be, from
time to time, deposited to the credit of the corporation in such banks, trust companies or
other depositories as the Board of Directors may select.
Section 5. Fiscal Year. The fiscal year of the corporation shall commence on July 1
of each year and end on the 30th day of June in each year.
Section 6. No Private Benefit. No director officer, or employee of or member of a
committee of or person connected with the corporation, or any other private individual
shall receive at any time any of the net earnings or pecuniary profit from the operations of
the Corporation , provided that this shall not prevent the payment to any such person of
such reasonable compensation for services rendered to or for the Corporation in effecting
any of its purposes as shall be fixed by the Board of Directors; and no such person or
persons shall be entitled to share in the distribution of any of the corporate assets upon
the dissolution of the Corporation. All directors of the Corporation shall be deemed to
have expressly consented and agreed that upon such dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the assets of the
Corporation, after all debts have been satisfied, then remaining in the hands of the Board
of Directors shall be distributed in such amounts as the board of Directors may determine
or as may be determined by a court of competent jurisdiction upon application of the
board of directors, exclusively to charitable, religious, scientific, testing for public safety,
literary, or educational organizations which would then qualify under the provisions of
Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or
as they may be amended.
Section 7. Investments. The Corporation shall have the right to retain all or any part of
any securities or property acquired by it in whatever manner, and to invest and reinvest
any funds held by it, according to the judgment of the Board of Directors, without being
restricted to the class of investments which a director is or may be permitted by law to
make or any similar restriction, provided, however, that no action shall be taken by or on
behalf of the Corporation if such action is a prohibited transaction or would result in the
denial of the tax exemption under Section 502 or Section 507 of the Internal Revenue
Code and its Regulations as they now exist or as they may be amended.
Section 8. Exempt Activities. Notwithstanding any other provision of these Bylaws, no
director, trustee, officer, employee, or representative of this Corporation shall take any
action or carry on any activity by or on behalf of the corporation not permitted to be
taken or carried on by any organization exempt under Section 501(c) (3) of the Internal
Revenue Code and its Regulations as they no.w exist or as they may be amended, or by
an organization contributions to which are deductible under Section 170(c)(2) of such
Code and Regulations as they now exist or as they may be amended.
Section 9. Corporate Seal. The Board of Directors may provide a suitable corporate seal
for use by the corporation, but no seal shall be necessary for the validity of any
transaction except as may be required by law.
ARTICLE XI. INDENNIFICATION
Section 1. Indemnification of Directors. The corporation shall indemnify any current or
former director who was or is a party, or is threatened to be made a party, to any claim,
action, suit or proceeding by reason of the fact that he is or was a director of the
corporation against Liabilities and Expenses (as defined in Miss. Code Ann. Section 79-
4-8.50) incurred by him in connection with such claim, action, suit or proceeding if he
acted in good faith and was not guilty of gross negligence or willful misconduct. Any
such director shall be entitled to indemnification hereunder upon a determination by the
board of directors in the specific case that the director acted in good faith and was not
guilty of gross negligence or willful misconduct. The indemnification provided by the
preceding paragraph shall not be deemed exclusive of, and shall be in addition to, any
other rights to which such current or former director may be entitled under any provision
in shareholder agreements, shareholder vote, or board of director resolution. The
corporation may pay for or reimburse reasonable expenses incurred by any current or
former director if the conditions set out in 1iss. Code Ann. Section 79-4-3.53 are
satisfied.
In no event; however, shall any current or former director be entitled to indemnification:
(a) in connection with a proceeding by or in the right of the corporation in which the
director is adjudged liable to the corporation, or (b) in connection with any other
proceeding charging improper personal benefit to him, whether or not involving action in
his official capacity, in which he is adjudged liable on the basis that personal benefit was
improperly received by him.
Section 2. Indemnification of Officers and Employees. The corporation shall indemnify
any current or former officer or employee who was or is a party, or is threatened to be
made a party, to any claim, action, suit or proceeding by reason of the fact that he is or
was an officer or employee of the corporation against Liabilities and Expenses (as
defined in Miss. Code Ann. Section 79-4-8.50) incurred by him in connection with such
claim, action, suit or proceeding if he acted in good faith and was not guilty of gross
negligence or willful misconduct. Any such officer or employee shall be entitled to
indemnification hereunder upon authorization by the board of directors in the specific
case.
The indemnification provided by the preceding paragraph shall not be deemed exclusive
of, and shall be in addition to, any other rights to which such current or former director
may be entitled under any provision in shareholder agreements, shareholder vote, or
board of director resolution.
The corporation may pay for or reimburse reasonable expenses incurred by any current or
former officer or employee if the conditions set out in Miss. Cede Ann. Section 79-4 8.53
are satisfied.
Section 3. Right of Corporation to Insure. Notwithstanding the provisions of this
Article, the corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the corporation, against any
liability asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
ARTICLE XII. AMENDMENT
The Board of Directors shall have the power to alter, amend or repeal these by-laws or
adopt new by-laws by a two-thirds majority vote of members present at the meeting
following the Annual Meeting, provided that at least seven days before such meeting, a
notice of the proposed amendment(s) are made available to each member.
ARTICLE XIII. CHANGES IN RULES OF LEAGUE PLAY
Changes, additions or revisions to the Rules of League Play shall be made by a majority
vote of the Board of Directors and may be made at any time, and shall be effective as
decided by the Board of Directors upon reasonable notice to the members.
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