AMENDED BY-LAWS OF STRATFORD TENNIS CLUB, INC
ARTICLE I - NAME
The Name of the Corporation is Stratford Tennis Club, Inc.
ARTICLE II - PURPOSE
The corporation is organized for the purpose of providing tennis facilities for its members and certain other persons through the ownership and maintenance of tennis courts and related facilities located in the City of Danville. Stratford Tennis Club, Inc. was incorporated March 23, 1977 as a non-profit stock corporation under Chapter 9 of Title 13.1, Code of Virginia, 1950 as amended.
ARTICLE III – SHAREHOLDER MEETINGS
Section l.Annual Meetings: An annual meeting of the shareholders and members shall be held prior to the commencement of each tennis season. At the meeting, directors of the corporation shall be elected. In addition, the chair shall present a statement of financial condition of the corporation, a proposed budget, committee assignments, and plans for the new season. The chair shall also recognize any member who wishes to be heard on any item on the agenda.
Section 2. Quorum and Voting: A quorum shall consist of one- third of the shareholders of the corporation who may vote in person or by written proxy. If less than a quorum exists, the meeting may be adjourned to such time and place as shall be set by the presiding officer without further notice required.
Section 3. Conduct of Meeting: The president shall preside over all meetings of the
corporation. In his absence, the vice-president shall preside. If neither is present, a chair shall be elected by those shareholders present. The secretary of the corporation shall act as secretary of all the meetings if she is present. If she is not present, the chair shall appoint a secretary of the meeting. The chair of the meeting may appoint one or more inspectors of the election to determine the qualification of voters, the validity of proxies, and the results of ballots.
Section 4. Notice: Not less than twenty-five (25) days notice shall be given of the time, place and purpose of the annual shareholders meeting. The matters to be discussed and voted upon at any duly called meeting of the shareholders shall not be limited to those set forth in the notice of such meeting.
Section 5. Special MeetingsThe president or the secretary, a majority of the directors or the shareholders holding at least one-fifth of the outstanding shares of the corporation may call a special meeting of the corporation. The notice of the meeting shall state the purpose of the meeting, and shall be given not less than five (5) days prior to the meeting. No business shall be transacted at a special meeting except as stated in the notice sent to the shareholders.
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ARTICLE IV – BOARD OF DIRECTORS
Section 1: Authority: The Board of Directors shall manage the business and affairs of the corporation. The Board of Directors shall exercise all powers and responsibilities conferred upon a Board of Directors of a non-profit stock corporation by the Virginia Stock Corporation Act, as now or hereafter amended, except such powers as may be limited by the Articles of Incorporation or these bylaws. Directors and officers shall not be compensated for performing duties relative to their position or office.
Section 2. Number: The number of members of the Board of Directors of the corporation shall be a minimum of five (5) and not more than nine (9). Only one director may be elected from any household. The Board of Directors shall consist of the four (4) officers plus such additional shareholders needed to make up the Board of Directors.
Section 3. Election and Term of Office: Directors must be shareholders of the corporation. Candidates to serve as directors shall be selected by the Nominating Committee. The shareholders at the annual meeting may propose additional candidates. At the annual meeting, following approval of these bylaws, directors shall be elected for a terms of three years and shall serve no more that two consecutive terms. After serving two consecutive terms, a director shall be ineligible for election for a period of one year. The Nominating Committee shall present its proposed slate of nominees divided into three (3) categories representing one (l) year, two (2) year and three (3) year terms so that no more than one-third (1/3) of the directors shall be elected each year.
Section 4. Removal and Vacancies: The shareholders may, at any meeting, by a vote of the majority (51%), remove any director or officer for cause and fill the vacancy. Cause shall exist if a director is delinquent in the payment of dues, has failed to attend three consecutive meetings, has been convicted of a felony or a misdemeanor involving moral turpitude, has filed a petition in bankruptcy or has been placed on involuntary bankruptcy, or has made a general assignment for the benefit of creditors. The remaining directors may fill any vacancy arising among the directors unless sooner filled by the shareholders.
Section 5Board Meetings and Notices: Meetings of the Board of Directors shall be held
at times fixed by resolution of the Board, or upon the call of the president or the secretary,
or the call of a majority of the members of the Board. Notice of any meeting not held at
a time fixed by a resolution of the Board shall be given to each director at least 24 hours before
the meeting at his residence or business address, or by delivering such notice to him, by
telephone, facsimile, or email. Any such notice shall contain the time and place of the meeting, but need not state the purpose of any meeting. Meetings may be held without notice if all of the directors are present or if those not present waive the receipt of notice before or after the meeting.
Each new Board shall adopt a resolution designating a day and time for monthly meetings.
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ARTICLE V - OFFICERS
Section 1. Election, Removal and Duties: The Board of Directors, promptly after its election in each year, shall elect from its number a president, vice-president, secretary and treasurer who shall serve for a term of one (1) year or until their successors are elected. Any officer may be removed summarily with or without cause at any time by the vote of a majority of the directors. The directors shall fill vacancies among the officers. The same person may not hold an office for more than six consecutive years. The duties of the officers of the corporation are as follows:
Section 2. The president shall preside at all meetings, and serve as chair of the Board of Directors. He shall appoint the chair of all committees. He may countersign and/or designate directors to countersign all checks or drafts of the corporation. The president shall serve as an ex-officio member of each committee.
Section 3. The vice-presidentshall assist the president and shall, in the absence of the president, assume all duties of the president.
Section 4. The secretaryshall file any certificates required by law, send all notices to members of the corporation, attend to all correspondence of the corporation, keep the minutes of the corporation in appropriate books, be the custodian of the official minutes, and serve as custodian of the stock ledger book and the un-issued shares of stock of the corporation.
Section 5. The treasurer shall have the care and custody of all monies belonging to the corporation, be responsible for such monies or securities of the corporation, be responsible for collecting annual dues, render a written account of the finances of the corporation at the annual meeting and at such other times as deemed necessary by the Board of Directors, be familiar with the various memberships, and insure the proper collection of all dues.
ARTICLE VI – COMMITTEES
Section 1. Executive Committee: The Board of Directors may designate, by resolution adopted by a majority of all the directors an Executive Committee composed of the officers and one other member of the Board. The Executive Committee, when the Board of Directors is not in session, may, subject to previous restraints imposed by the Board, exercise all of the powers of the directors, and may authorize the seal of the corporation to be affixed as required. The Executive Committee may make rules for the holding of and conduct of its meetings, the notice thereof required, and the keeping of its records.
Section 2. The President upon advice of the Executive Committee and/or the Board of Directors shall appoint the Rules and Membership Committee. The duties of the committee shall include but not be limited to the formulation of rules with respect to the use of the tennis courts and other facilities and the establishment of penalties for violation and enforcement of same.
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Section 3. The Nominating Committeeshall consist of the president and three shareholders of the corporation. The members of the committee shall select a chair. At least thirty (30) days prior to the annual meeting, the committee shall compile a slate of nominees. The slate shall be published to the shareholders in the notice of the annual meeting.
Section 4. The Tournament Committee shall arrange and manage all tournaments, ladder play, and other competitions for the corporation. The committee shall fix the dates, the eligibility of contestants, and establish rules for such tournaments. If any questions arise from tournament play, a majority vote of the Tournament Committee shall be decisive and final. The president shall cast the tie-breaking vote. (Amended Art. III, February 12, 1979)
Section 5. The Social Committee shall arrange, publicize and conduct the social and entertainment activities of the corporation. (Amended Art. III, February 12, 1979)
Section 6. The Grounds Committee shall work with the Club Manager and shall be responsible for the care of the tennis courts, equipment and club property. (Amended Art. III, February 12, 1979)
Section 7. The Juniors Committeeshall be responsible for establishing and continuing an effective juniors development program. As part of that program, the committee shall also conduct round robins, tournaments and other activities for the junior members of the corporation to promote their interest in tennis, to develop their skills, and to involve them in the activities of the corporation. (Amended Art. III February 12, 1979)
Section 8. The Bylaws Committee shall meet as needed to insure that these bylaws are up-dated regularly as the Board of Directors makes changes and approved by the shareholders.
ARTICLE VII – CORPORATE STOCK
Section l. Form: Each shareholder shall be entitled to a certificate in such form as may be approved by the Board of Directors and which shall be signed by the president, or vice-president or by the secretary or the treasurer, and with the corporate seal impressed thereon.
Section 2. Issuance and Transfers: The issuance of each new share shall be duly entered in the stock ledger book of the corporation. Certificates of stock shall be issued by the Board of Directors, or shall be transferred by shareholders only to those persons as are approved by the Board of Directors as provided in these bylaws. Each certificate shall bear a restriction on transferability which shall read substantially as follows: “ The share of stock evidenced by this certificate shall not be transferable to any person or entity without first being offered for purchase at par to the corporation. Should the corporation decline to purchase the share or fail to do so within 30 days of the owner's offer to sell, the owner shall be entitled to sell the share to any third party approved by the Board of Directors.” All transfers of stock of the corporation shall be made by surrender of the certificate accompanied by a written assignment thereof. The receipt of such shares shall be duly recorded in the stock ledger book. (Amended July 5, 1978).
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Section 3. Dues, Fees and Assessments: All shareholders shall pay such dues, fees, and assessments as recommended by the Board of Directors. Shareholders shall approve any assessmentin excess of one hundred dollars ($100.00). If a shareholder fails to pay such dues, fees and assessments for a period in excess of twelve (12) months of the due date, all rights and privileges of such shareholder shall be forfeited and the stock certificate, whether surrendered to the corporation or not, shall be deemed null and void and held as treasury stock of the corporation. (AmendedJanuary 21, l992).
ARTICLE VIII – MEMBERSHIP
Section 1.Classes of Members: The membership in the corporation shall be open, upon application, to any person wishing to play tennis. Membership is divided into four (4) classes: Shareholders, Out-of-Town, Junior, and Corporate Members.
Section 2. Shareholders shall (a) purchase and/or hold a share of stock in the corporation, and (b) pay annual dues, fees and assessments. Shareholders shall have the right to vote, to serve on the Board of Directors, to hold any office in the corporation, and to share in the assets of the corporation upon its voluntary or involuntary liquidation. (Amended, January 21, 1992).
Section 3. Out-of-Town members shall (a) pay annual dues, and (b) have an option to purchase a share of stock. Only by purchase of stock will the Out-of-Town member be entitled to the same rights and privileges afforded to regular shareholders. An Out-of-Town member is an individual who lives more than 50 miles from the corporate limits of Danville, Virginia.
.Section 4.Junior Members shall (a) be enrolled in and attending private or public school or college, (b) be no more than 25 years of age, and (c) pay annual dues. They shall have the use of the facilities but will not be entitled to vote or hold an office.
Section 5.Corporate Memberships: shall (a) be purchased by business entities at such cost as shall be set by the Board of Directors, and (b) have access to only one court at any given time.
Section 7. Additional Criteria for Membership: The Board of Directors may, from time to time, establish criteria for all classes of members in addition to those set forth in the Articles of Incorporation and these bylaws.
ARTICLE IX - SEAL
The seal of the corporation shall be flat-faced circular die (of which there may be any number of counterparts) with bearing the name of the corporation.
ARTICLE X - FINANCES
Section l. Signatures: Checks, notes, drafts and other orders for the payment of
money in excess of $500.00 shall be signed by at least two individuals as designated by the President or Board of Directors.
Section 2. Expenditures: Only the president, club manager and the treasurer shall be authorized to charge purchases in the name of the corporation. Individual purchases in excess of $500 shall be pre-approved by the Board of Directors.
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ARTICLE XI - FISCAL YEAR
The fiscal year of the corporation shall begin on April 1 and end on March 31 of the following year.
ARTICLE XII - AMENDMENTS
Section 1 These bylaws, except as otherwise specified, may be amended or repealed by an affirmative vote of a simple majority (51%) of the shareholders present at any meeting of the corporation provided a quorum is present.
Section 2. These bylaws may be provisionally amended by a two-thirds vote of the Board of Directors. The Board may operate under the provisional amendment (s) until presented to the shareholders for ratification. Ratification by the shareholders shall require an affirmative vote of a simple majority (51%), a quorum being present. Failing such ratification, all business transacted pursuant to a provisional amendment shall be deemed null and void. .
ARTICLE XIII - DISSOLUTION
The corporation may be dissolved if affected in full compliance with the Code of Virginia, l950, as amended. Upon dissolution of the corporation and following satisfaction or discharge of all liabilities, any remaining assets shall be distributed equally among the shareholders.
ARTICLE XIV - PRECEDING BYLAWS
These amended bylaws replace all bylaws previously adopted. .
Amended July 5, 1978
Amended February 12, 1979
Amended February 26, 1990
Amended January 21, 1992
Amended April 3, 2011
Certification
The foregoing bylaws are certified to be the bylaws of the corporation as adopted by the shareholders the 3rd day of April 2011.
______Secretary
Neda W. Haymore
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