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RULES & BYLAWS
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ARTICLE I. NAME
The name of this corporation is Jackson Ladies Tennis Association (JLTA). It is a Mississippi non-profit corporation.
ARTICLE II. PURPOSES
The corporate purposes and powers are set out in the Articles of Incorporation. These purposes include operating a ladies tennis league devoted to the development of tennis as a means of healthful recreation and physical fitness, establishing and maintaining rules of league play, and promoting high standards of sportsmanship among its members.
ARTICLE III. OFFICES
Section 1. Principal Office. JLTA’s principal office shall be 201 McClellan Drive, Ridgeland, Mississippi 39157, or such other place as the directors from time to time may select.
Section 2. Additional Offices. In addition to the principal office, JLTA may have such other offices as may be helpful or convenient to JLTA's operations.
ARTICLE IV. MEMBERSHIP
Section 1. Eligibility. JLTA membership is open to any woman who is 21 years of age and over (or who will reach the age of 21 during the season she becomes a member) and who is interested in the purposes of JLTA. A member does not have to be a resident of, or domiciled within, the City of Jackson, Mississippi.
Section 2. Number. Members shall join on a season-by-season basis through their respective teams. The Board of Directors 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 a majority of the Board.
Section 3. Applications for Team Membership. Applications for new teams shall be submitted to the Board via electronic mail or any other designated means. New team applications 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.
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, so long as the voting member has paid dues for the season in which the meeting takes place or immediately follows.
Section 5. Termination of Membership. By a majority vote of JLTA’s Board of Directors, any JLTA member 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 may also be called in one of three ways: (1) The JLTA President, at her discretion, may call a special meeting whenever she deems expedient. (2) The President shall call a special meeting by vote of two-thirds of the Board of Directors. (3) The President shall call a special meeting at the written request (including via electronic mail) of five-percent 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 that either must or may be taken at a members meeting may be taken without of meeting so long as: (a) eighty percent (80%) of the current members consent to the action either in writing or other electronic means, and (b) notice of the proposed action to be taken and the method of voting on the action is provided to the members at least seven (7) days in advance. Member consent via writing or other electronic means shall have the same force and effect as a vote at a member meeting.
Section 9. Notice. For each regularly scheduled and specially called member meeting, JLTA shall provide notice via electronic means (including but not limited text messaging and electronic mail) stating the place, day and hour of the meeting. In case of a special meeting, the notice shall include the purpose or purposes for which the meeting is called. The notice shall be given to the members by their color secretary or team captain not less than ten (10) days nor more than thirty (30) days before the date of the meeting. Alternatively, the Board of Directors may provide direct notice to all members individually. Notice of a meeting may be waived if all members agree, and so long as a majority of members meet, in person or by proxy, after all members have waived notice, such such meeting shall be valid for all purposes and any corporate act at such meeting shall be valid.
Section 10. Quorum. Except as provided in the Articles of Incorporation, at any duly noticed member meeting, those present in person or represented by proxy, shall constitute the required quorum to act for 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. Determine if a quorum exists.
2. Present proxies and qualifications.
3. Read and approve the minutes of the preceding meeting.
4. Provide officer reports.
5. Conduct elections.
6. Present miscellaneous or special business.
7. Adjourn.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers and Duties. The Board of Directors shall manage the business and affairs of JLTA. The Directors’ duties include, but are not limited to, establishing, maintaining and interpreting the Rules of League Play.
Section 2. Number, Tenure, Qualifications, and Election.
A. Board Number. The Board of Directors shall be comprised of the following officers:
(1) President
(2) Vice President
(3) Disciplinarian
(4) Recording Secretary
(5) Treasurer
(6) League Secretary of each color level (the number of whom will vary based on the current number of color levels).
B. Board Tenure. The Vice President, President, and Disciplinarian shall hold office for two-year terms. Following her election, the Vice President shall hold office for two years. At the end of her two-year term, she shall become the President for a two-year term. And at the end of the two-year term as President, she shall become the Disciplinarian for a two-year term.
The Recording Secretary, Treasurer, and League Secretaries shall hold office for two-year terms. The Recording Secretary, Treasurer, and any League Secretary are eligible for re-election at the end of each of their two-year terms.
C. Qualifications. At the time of election, the President, Vice President, Recording Secretary and the Treasurer shall be from different color levels of league play. At the time of election, a color secretary must be a member of a team that will play at the respective color level the season immediately following her election. Should a color secretary’s team move to a different color level during the first year of her term as color secretary, she shall no longer be qualified to serve as color secretary the second year of her term. Instead, a special election shall be held after her first year in office to fill the remainder of her term.
D. Election. At the annual meeting held in years ending in even numbers (e.g., 2026, 2028, 2030, etc.), the members shall elect the Vice-President and shall elect (or re-elect) the Recording Secretary. The President and Disciplinarian shall not be elected. Instead, the current Vice President shall assume the office of President, and the President shall assume the office of Disciplinarian. Only in the event that a Vice President refuses to assume the office of President shall a President be elected by the membership. At the annual meeting held in years ending in odd numbers (e.g., 2027, 2029, 2031, etc.), the members shall elect (or reelect) the Treasurer and Color Secretaries for each color level. If a color secretary becomes disqualified under Article V, Section 2.C, a new color secretary shall be elected in the even-year election for a one-year term.
If the election of officers is not held at the annual meeting, the election shall be held as soon thereafter as may be convenient.
Section 3. Resignation. Any Director/Officer may resign at any time by giving written notice to the Board of Directors.
Section 4. 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 next Section.
Section 5. Vacancies. Any vacancy in the Board of Directors occurring during the year may be filled for the unexpired portion of the term by appointment of the President with approval of the majority of the remaining Board of Directors. If the office of President becomes vacant, the Board may elect the Vice President to serve as President. In that case, the Board shall then elect someone to serve as Vice President. Any one-year-term officer elected by the Board shall hold office until the next succeeding annual members meeting or until either she or her successor is elected by the members. If a Vice President is elected by the Board, she shall hold office until the end of the two year term. But instead of assuming the office of President as directed by Article V, Section 2.B, she must be elected by the members to assume the role of President. If a President is elected by the Board, she shall hold office until the end of the two-year term, at which time she shall assume the office of Disciplinarian. If a Disciplinarian is elected by the Board, she shall hold office until the end of the two-year term, at which time she shall be succeeded by the out-going President.
Section 6. Individual Powers and Duties.
A. 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 Board meetings and member meetings, and she shall appoint all committee chairmen.
B. 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.
C. Recording Secretary. The Recording Secretary shall keep the minutes of all Board meetings. Such minutes shall be stored in one location—either in a physical folder, designated computer harddrive, or secure web-based document-sharing platform. The Recording Secretary shall see that all notices are duly given in accordance with the Bylaws as required by law. In general, she shall perform all duties incident to the office of Board Secretary.
D. Treasurer. The Treasurer shall have charge and custody and be responsible for all JLTA funds. She shall receive and give receipts for monies payable to JLTA from any source and deposit all such monies in the name of JLTA in such banks, trust companies and other depositories as shall be selected by the directors. She shall report in full JLTA’s financial condition at meetings and at the President’s and/or Board’s request. She shall keep and make available to the President an accurate roster of members at all times. In general, she shall perform all the duties incident to the office of Treasurer.
E. Disciplinarian. The Disciplinarian shall advise the Color League Secretaries on any rule-related issues. She shall coordinate and supervise any informal or formal disciplinarian action. She shall have the power to take any disciplinary action she deems reasonably necessary, subject to the Board of Directors’ powers regarding supervision and expulsion in Article IV, Section 5.
F. League Secretaries. The League Secretary of each color level shall supervise her respective color level. She shall maintain a means of communicating with the captains of each team within her level. And she shall work with the Disciplinarian, if necessary, with disciplinary issues that arise within her color level.
G. 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.
Section 7. Regular Meetings. The Board of 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 8. Special Meetings. The President or a majority of the Board may call special meetings and the person or persons who called the special meeting may fix the place for holding any special meeting, including via video-audio conferencing. Notice of any special meeting shall be given at least ten (10) but not more than thirty (30) days before such meeting via written or electronic means (including but not limited to text message or electronic mail). Any officer may waive notice of any meeting, and her attendance 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 9. Chairman. At all Board meetings, the President or Vice President, or in their absence a chairman chosen by the directors present, shall preside.
Section 10. Quorum and Voting. The presence of a majority of the officers elected and then serving shall constitute a quorum for the transaction of business at any regular or special meeting. This includes virtual presence by audio-video conferencing. The vote of a majority of officers 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 11. Contracts and Services. JLTA’s directors and officers may be
interested directly or indirectly in any contract relating to or incidental to the operations conducted by JLTA and may freely make contracts, enter transactions, or otherwise act for and on behalf of JLTA, 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. Any contract, transaction, or act on behalf of JLTA 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 JLTA's use application of its funds for private benefit. Further, no contract, transaction, or act shall be taken on JLTA’s behalf that 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, 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 12. 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 each Board member consents.
ARTICLE VI. COMMITTEES
The Board of Directors may appoint from its number, or from among such members as the Board may see fit, one or more committees, and at any time may appoint additional committee 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 an Executive Committee and a Nominating Committee.
Section 1. Executive Committee. The Executive Committee shall consist of all of the following officers: President, Vice-President, Disciplinarian, Recording Secretary, and Treasurer. The Executive Committee 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 President shall be the Chair of the Executive Committee.
Section 2. Nominating Committee. The Nominating Committee shall be appointed by the President and approved by the Board of Directors. Each year, for the officers whose terms are expiring, the Nominating Committee shall appoint a slate of officers by submission to the vote of the members at the next following annual member meeting. Officer vacancies occurring before a term expires shall be filled by appointment by the President with approval by the Board, in accordance with Article V, Section 5.
ARTICLE VII. AGENTS AND REPRESENTATIVES
The Board of Directors may appoint agents and representatives of JLTA with powers and the authority to perform acts or duties on behalf of JLTA 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 otherwise provided in these Bylaws, 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 JLTA. Such authority may be general or confined to a specific instance. Unless authorized by the Board of Directors, no officer, agent, or employee shall have any authority to bind JLTA by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to
any amount.
ARTICLE IX. FINANCES.
Section 1. Contracts. The President or Vice President is authorized, with prior Board approval, to enter into any contract or execute and deliver any instrument in the name of and on behalf of JLTA and to institute, join in, or become a party to any suit of law or in equity in which JLTA may have an interest. The Board may empower other officers or employees to execute such contracts or instruments as the Board directs.
Section 2. Loans. No loan shall be contracted on behalf of JLTA 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 JLTA shall be signed by the Treasurer or President or such other officer or employee of JLTA as determined by resolution of the Board. In the case of the electronic transfer of JLTA funds, the Treasurer, President, or other Board-designated officer or employee shall authorize the transfer in the manner required by the financial institution.
Section 4. Deposits. All JLTA funds not otherwise employed shall be, from time to time, deposited to the credit of JLTA in such banks, trust companies or other depositories as the Board may select.
Section 5. Fiscal Year. JLTA’s fiscal year shall commence on July 1of each year and end on the 30th day of June the following year.
Section 6. No Private Benefit. No director, officer, employee, committee member, person connected with JLTA, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from JLTA’s operations. This shall not prevent the payment to any such person reasonable compensation for services rendered to or for JLTA in effecting any of its purposes as shall be fixed by the Board. No such person(s) shall be entitled to share in the distribution of any of JLTA’s assets upon the dissolution of JLTA. Instead, all JLTA directors / officers shall be deemed to have expressly consented and agreed that, upon the voluntary or involuntary dissolution of JLTA or the winding up of its affairs, any remaining assets, after all debts have been satisfied, shall be distributed in such amounts as the Board may determine, or as may be determined by a court of competent jurisdiction upon Board application, exclusively to charitable, religious, 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. JLTA 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. No action, however, shall be taken by or on behalf of JLTA 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 JLTA shall take any action or carry on any activity by or on behalf of JLTA that would cause JLTA to lose its tax-exempt status.
ARTICLE X. INDENNIFICATION.
Section 1. Indemnification of Directors, Officer, and Employees. JLTA shall indemnify any current or former director, 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 she is or was a director, officer, or employee of JLTA against Liabilities and Expenses (as defined in Mississippi Code Section 79-4-8.50) incurred by her in connection with the claim, action, suit, or proceeding if she acted in good faith and was not guilty of gross negligence or willful misconduct. Any director, officer, or employee shall be entitled to indemnification upon a determination by the Board that, in the specific case, the director acted in good faith and was not guilty of gross negligence or willful misconduct. The indemnification provided by this Section shall not be deemed exclusive of, and shall be in addition to, any other rights to which such current or former director, officer, or employee may be entitled. 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 JLTA in which the director is adjudged liable to JLTA, or (b) in connection with any other proceeding charging improper personal benefit to her, whether or not involving action in her official capacity, in which she is adjudged liable on the basis that personal benefit was improperly received by her.
Section 2. Reimbursement of Expenses. JLTA may pay for or reimburse reasonable expenses incurred by any current or former director, officer, or employee if the conditions set out in Mississippi Code Section 79-4-8.53 are satisfied.
Section 3. Right to Insure. JLTA may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of JLTA against any liability asserted against her and incurred by her in any such capacity, or arising out of her status as such, whether or not JLTA would have the power to indemnify her against such liability under the provisions of this Article.
ARTICLE XI. AMENDMENT
The Board of Directors shall have the power to alter, amend or repeal these Bylaws or adopt new Bylaws by a two-thirds majority vote of members present at a meeting following the annual meeting. At least seven (7) days before the meeting, notice of the proposed amendment(s) shall be given available to each member. Member consent to alter, amend, repeal, or replace the Bylaws may be given without a meeting so long as the requirements of Article III, Section 8 are met.
ARTICLE XII. CHANGES IN RULES OF LEAGUE PLAY
The Rules of League Play may be changed at any time upon majority vote of the Board of Directors. Any rule change is effective upon reasonable notice by the Board to the members.
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