Bylaws

Austin Table Tennis Association, Inc.

As Approved by vote on 30 May, 2013
Article I - Nae and !r"ani#ation
$ection 1. Organization Name. The name of this organization is the Austin Table Tennis
Association, Inc. hereinafter referred to as Club.
Article II %Mission and &urpose
$ection 1. The mission of the Club is to support youth in the Austin area by proiding facilities,
e!uipment, organization, training and coaching to learn and compete in the sport of table tennis.
"#ill in the sport of table tennis promotes physical conditioning, better hand eye coordination,
and learning sportsmanship, ciility, fair play, and team $or#. The Club proides superision
and training by certified table tennis coaches.
$ection 2. The Club is organized as a corporation e%clusiely for religious, charitable, scientific,
literary or educational purposes $ithin the meaning of "ection &'( )C* )+* of the Internal
,eenue Code or the corresponding sections of any future federal ta% code.
$ection 3. The Club proides facilities and e!uipment to other youth focused organizations in
the Austin area for table tennis training, practice, competition and coaching. In addition, the
Club is open to indiiduals for practice, competition and training in table tennis. "enior citizens
are encouraged to participate in the actiities of the Club acting as mentors and role models to
the younger participants.
Article III' (irectors and !))icers
$ection 1. -oard of .irectors / Officers. The -oard of directors shall be composed of seen )0*
members. All members shall be 1oting 2embers in good standing3 all shall be elected at the
annual Club 2eeting as proided in Article I13 and all shall sere until their successors are
elected or they resign or they are dismissed or other$ise become non4members. 5eneral
management of Club affairs shall be entrusted to this group. The Club offices are limited to
6resident, "ecretary, 1ice 6resident, and Treasurer. Three board members are designated as
-oard 2embers at 7arge.
$ection 2. Terms. All Officers of the Club $ill automatically assume positions as .irectors of
the -oard $hen elected. All Officers shall be elected to 84year terms commencing the day after
the annual meeting in $hich they $ere elected. The election years of the officers shall be
staggered in such a $ay that the Treasurer, Assistant Treasurer and 1ice 6resident shall be
elected on een numbered years and the 6resident and "ecretary shall be elected on odd
numbered years. In the first election to follo$ the adoption of these byla$s, Officers shall be
elected to all offices and the 6resident and "ecretary shall be elected to one4year terms. -oard
2embers at 7arge $ill also sere 8 year terms. One -oard 2ember at 7arge $ill be elected on
een numbered years, the other -oard 2ember at 7arge $ill be elected on odd numbered years.
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$ection 3. The 6resident shall preside at all meetings of the Club and of the board. The 6resident
shall be the #ey point of contact for community in!uiry, and act as Club spo#esperson. The
6resident shall be responsible for planning and goal deelopment in an effort to further the
ob9ecties of the Club. In addition, the 6resident shall be responsible for enforcing Club policy
relating to player conduct and disciplinary action. If the 6resident is absent from any meeting,
the 1ice 6resident $ill preside. If neither the 6resident nor the 1ice 6resident are aailable to
preside at a meeting, the -oard 2embers present shall appoint an acting president for the
purpose of conducting the meeting at hand.
$ection *. The "ecretary shall #eep a record of all meetings of the Club and of the board and of
all matters of $hich a record shall be ordered by the Club3 hae charge of the correspondence,
notify members of meetings, notify members of any change in membership, notify officers and
directors of their election to office, and carry out such other duties as are prescribed in these
byla$s.
$ection +. The 1ice 6resident shall assist the "ecretary as needed and perform any and all duties
assigned to or normally performed by the "ecretary $hen the "ecretary is absent or other$ise
unaailable.
$ection ,. The Treasurer shall carry out all financial actiities of the club, including but not
limited to collecting fees and dues from members and non4members, follo$ing 5AA6
)5enerally Accepted Accounting 6rinciple*3 #eep a roll of the actie members of the Club $ith
their oting status and contact information. 2oneys shall be deposited in a ban# designated by
the board, in the name of the Club. The boo#s shall at all times be open to inspection by the
board and a report shall be gien at eery meeting on the condition of the Club:s finances and
eery item of receipt or payment not before reported3 and at the annual meeting an accounting
shall be rendered of all moneys receied and e%pended during the preious fiscal year. The
Treasurer shall be bonded in such amount as the board of directors shall determine. The
Treasurer may hire professional ta% assistance $ith approal from the board of directors.
Treasurer ;lect for any year $ill be responsible for filling I," returns for his or her tenure if
necessary.
$ection -. 1acancies. Any acancies occurring on the board or among the officers during the
year shall be filled until the ne%t election by a ma9ority ote of the current members of the board
at its first regular meeting follo$ing the creation of such acancy, or at a special Club meeting
called for that purpose. A board position $ill be considered as lapsed and automatically
terminated if such board member:s dues remain unpaid for one calendar month.
$ection .. <inancial Agreements. =ith ma9ority approal of the -oard, the 6resident and
Treasurer shall hae the authority and capacity to 9ointly sign agreements, deeds of trust, ban#
documents, closing documents, loan documents, and administer e%penses $hen necessary to
conduct Club business.
$ection /. -oard 2ember / Officer ,emoal. Officers may be remoed from office either by
agreement among the four other officers or by a three4fourths ote of the 1oting 2embers.
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$ection 10. -oard 2eetings. -oard meetings may be called by any -oard 2ember as needed.
Any decision by the board must be decided by a > out of 0 ote, The -oard 2ember re!uesting
the meeting shall be responsible for scheduling the meeting to obtain a !uorum.
Article I0' Mebers1ip
$ection 1. ;ligibility. Any person $ho is $illing to uphold the -yla$s of the Club and rules of
the ?"A Table Tennis Association and the applicable la$s of the state of Te%as shall be eligible
for membership in the Club as proided in these -yla$s.
$ection 2. 1oting 2ember. A 1oting 2ember shall be any member that is (@ years of age or
older, and has been an Actie 2ember for at least three )+* consecutie months. 1oting
2embers may ote in Club meetings and elections. In no case may a person be entitled to ote at
a Club meeting $hose dues are unpaid as of the date of that meeting. 6articipants that hae paid
monthly dues for three consecutie months prior to the initial acceptance of these -yla$s shall
be considered 1oting 2embers at the time of the acceptance of these -yla$s.
$ection 3. Non4member 6articipant. Any participant at the Club $ho is not currently an Actie
2ember is considered a non4member participant.
$ection *. Termination of 1oting 2ember. 1oting 2ember may be terminatedA )a* by
resignation. Any member may resign from the Club $ithout notice. )b* by lapsing. A
membership $ill be considered as lapsed and automatically terminated if such member:s dues
remain unpaid for one calendar month. )c* Any member, participant or .irector may be remoed
from membership and e%pelled from the club property, either for cause or $ithout cause, at any
regular or special meeting of the board by a > of & ote of the board members.
Article 0' Meetin"s and 0otin"
$ection 1. Club 2eetings. The Club $ill conduct at least one annual meeting and other special
Club meetings as needed. All Club meetings $ill be held in Austin at such hour and place as
may be designated by the board of directors. Notice of each such meeting shall be posted
prominently inside the Club premises and emailed to all 1oting 2embers $ho hae proided an
email address to the "ecretary at least & days prior to the date of the meeting. The !uorum for
such meetings shall be a +'B of the total number of 1oting 2embers. 1oting 2embers may
submit agenda re!uests to the "ecretary until 8> hours prior to the meeting.
$ection 2. "pecial Club 2eetings. "pecial Club meetings may be called by the 6resident, by a
ma9ority ote of the members of the board $ho are present and oting at any meeting of the
board or upon receipt of a petition signed by 8'B of the 1oting 2embers of the Club and shall
be scheduled by the "ecretary as stated in Article I1 "ection (. "uch special meetings shall be
held on Club premises at such date, and hour as may be designated by the person or persons
authorized herein to call such meetings. "aid notice shall state the purpose of the meeting, and
no other Club business may be transacted thereat. The !uorum for such a meeting shall be a +'B
of the total number of 1oting 2embers.
$ection 3. 1oting. ;ach Club member !ualified as a 1oting 2ember in good standing $hose
dues are paid for the current month shall be entitled to one ote on any item submitted to the
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members for ote. Absentee oting $ill be permitted if submitted to the "ecretary in $ritten or
electronic form 8> hours prior to the oting time. 6ro%y oting $ill be permitted at Club
meetings on an item4by4item basis only. 6ro%y otes must be receied in $riting by the
"ecretary at the time the ote is ta#en at any meeting.
$ection *. 2ember ,e!uest for a 1ote. To re!uest a ote, at least 8'B of the 1oting 2embers
must petition for a "pecial Club 2eeting as described in "ection 8 aboe. 2ember4re!uested
otes re!uire a ma9ority of the entire oting membership to pass. 2ember4re!uested otes may
oerturn a board decision.
$ection +. Order of -usiness. All meetings shall be conducted follo$ing general guidance of
C,obert:s ,ules of Order: $ith the presiding officer haing final decision4ma#ing po$er as to all
points of order raised. 6arliamentary procedure is based on the $ill of the ma9ority3 the right of
the minority to be heard3 protection of the rights of absentees3 courtesy and 2ustice )or all3 and
consideration o) one sub2ect at a tie.
Article 0I' T1e 4lub 5ear, Annual Meetin", 6lections
$ection 1. Club Dear. The Club:s fiscal year shall begin on the first day of Eanuary and end on
the last day of .ecember.
$ection 2. Annual 2eeting. The annual meeting shall be held in the month of 2ay, at $hich
officers and directors for the ensuing year shall be elected from among those nominated in
accordance $ith "ection > of this Article. They shall ta#e office immediately upon the
conclusion of the election and each retiring officer shall turn oer to the successor in office all
properties and records relating to that office $ithin (' days after the election.
$ection 3. Nominations. A person must be nominated to become a candidate in a Club election.
A 1oting 2ember may nominate one person, including himself, for each position and after
securing the consent of the person)s* so nominated, report their nominations to the "ecretary at
least one day prior to the election. ?pon receipt of each nomination, the "ecretary shall post a
notice in the Club listing each candidate as nominated. Nominations cannot be made at the
annual meeting or in any manner other than as proided in this "ection unless approed by the
-oard of .irectors. If a position for election does not contain a nominee on the day of the
election, then the board may secure nominee consent and ma#e nominations on the day of the
election.
$ection *. ;lections. The secretary $ill conduct the elections by secret ballot at the annual
meeting. The otes $ill be counted by the current "ecretary and confirmed by the current
6resident. The nominated candidate receiing the greatest number of otes for each position shall
be declared elected. In the eent of a tie among t$o or more candidates, a second ote shall
immediately be held for that position $ith only the candidates inoled in the tie on the ballot. If
the tie is among all of the candidates listed on the ballot for that position, )e.g., at tie bet$een the
only t$o candidates running for 6resident* the ne$ly elected board of directors $ill cast the
deciding ote. If there still remains a tie, the election $ill be decided by the toss of a coin. Any
person nominated to more than one position shall automatically be remoed as a nominee if
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elected to a prior position. No one person shall hold more than one board position at any one
time.
Article 0II' 4oittees
$ection 1. The board may appoint standing committees to adance the $or# of the Club in such
matters as purchases of e!uipment, tournaments, recruitment, public relations, and other fields
$hich may $ell be sered by committees. "uch committees shall al$ays be sub9ect to the final
authority of the -oard. "pecial committees may also be appointed by the -oard to aid it on
particular pro9ects. Any committee may be immediately dissoled by ma9ority ote of the -oard.
In such case, the "ecretary shall notify each committee member.
$ection 2. Any committee appointment may be terminated by a ma9ority ote of the -oard upon
erbal notice to the appointee3 and the board may appoint successors to those persons $hose
serices hae been terminated.
Article 0III' 7eneral 4lub !peration
$ection 1. 5eneral Club Operation. The board may establish dues, rules and regulations related
to normal operation of the Club. These policies shall include a Club Code of Conduct as $ell as
a 6olicy for .isciplinary Action and 5rieances. All non4member participants, members, and
-oard 2embers / Officers $ill be sub9ect to the rules therein. These policies may be amended
by the -oard of .irectors. These Club policies shall be posted in a prominent place at the Club
facility, and any person )member, guest, or non4member* may be e%cluded from the facility upon
failure to adhere to Club policies as state in Article I1 "ection > aboe.
$ection 2. 7arge <inancial Transactions. <inancial transactions inoling any capital
improement pro9ect to the Club facilities or oer F+,''' or greater than one4third of the Club:s
assets shall re!uire a & of 0 ma9ority ote of the -oard at a board meeting. -oard shall post such
decision in a prominent place in the Club for >& days after the decision $as made.
$ection 3. .ues and Admission <ees. 2onthly dues obligations are incurred on the first day of
each calendar month in $hich the member intends to participate. .ues are generally
nonrefundable and not transferable. 2embership dues, payment periods, daily fees, and
discounted rates may be amended only by ote of the board of directors.
$ection *. Club Gours and <acilities. Club hours may be amended by ote of the board of
directors. Club facilities $ill be used for the purposes stated in Article II or for such other
purposes as determined by the -oard of .irectors as being consistent $ith the non4profit
character of the Club. If Club hours are amended the "ecretary shall post the change and send an
email notice to Actie 2embers. The change shall not ta#e effect for at least +' days from the
time the notice is proided. <acilities may be used for purposes not e%pressed in Article II $ith
approal by the board of directors so long as this purpose does not conflict $ith the la$s of the
state or $ith the ob9ectie and purposes of this Club, and the -oard of .irectors shall hae sole
authority to determine $hether any actiity falls $ithin such scope.
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Article I8' Aendents
$ection 1. Amendments to the byla$s may be proposed by the -oard of .irectors or by $ritten
petition addressed to the "ecretary signed by a ma9ority of the 1oting 2embers. Amendments
proposed by such petition shall be promptly considered by the -oard of .irectors and must be
submitted to the 1oting 2embers $ith recommendations of the -oard by the "ecretary for a ote
$ithin one month of the date $hen the petition $as receied by the "ecretary.
$ection 2. These byla$s may be amended by t$o4thirds ote of the 1oting 2embers present and
oting at any regular or special meeting called for the purpose, proided the proposed
amendments hae been included in the notices of the meeting.
Article 8' (issolution
$ection 1. The Club may be dissoled at any time by the $ritten consent of not less than three4
fourths of the 1oting 2embers. In the eent of the dissolution of the Club other than for
purposes of reorganization $hether oluntary or inoluntary or by operation of la$, none of the
property of the Club nor any proceeds thereof nor any assets of the Club shall be distributed to
any members of the Club but after payment of the debts of the Club its property and assets shall
be gien to a charitable organization !ualified under "ection &'()c*)+*, Internal ,eenue Code
as selected by the -oard of .irectors.
Article 8I' Arbitration
$ection 1. Any controersy or claim arising out the application of these by la$s, or to the breach
thereof, shall be settled by arbitration in accordance $ith and under the rules of commercial
arbitration and the 9udgment rendered by the arbitrator may be entered into any court haing
9urisdiction thereof. -oth parties shall share the costs of arbitration e!ually. ;ach party shall be
responsible for paying their o$n attorneys fees and the costs, disbursements and miscellaneous
e%penses. Any arbitration commenced hereunder shall be held in Austin, Te%as. Arbitration $ill
become an option only after the claimant has e%hausted all other options to settle the dispute
contained in these byla$s or any club regulations, including mediation.
$ection 2. $election o) Arbitrator
Not$ithstanding any proision of the rules of commercial arbitration, the selection of the
arbitrator shall be as follo$sA
The parties shall first attempt to agree upon an arbitrator. ;ach side shall submit a list of fie )&*
acceptable arbitrators to the other side. These submissions shall be simultaneously. If any
persons name appears on both lists, that person shall be the arbitrator. If more than one name
appears on both lists, the parties shall by agreement select the arbitrator from among those
9ointly listed. If the parties cannot agree upon an arbitrator by the aboe or some other process,
the presiding district 9udge in Trais County, Te%as, $ill appoint an arbitrator $ho shall sere
until the matter is resoled or until his death or resignation. Any subse!uent arbitrator shall be
selected according to the process set out aboe.
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Article 8I' Indeni)ication
$ection 1. The corporation shall, to the e%tent legally permissible, indemnify each person $ho
may sere or $ho has sered at any time as an officer, director, or employee of the corporation
against all e%penses and liabilities, including, $ithout limitation, counsel fees, 9udgments, fines,
e%cise ta%es, penalties and settlement payments, reasonably incurred by or imposed upon such
person in connection $ith any threatened, pending or completed action, suit or proceeding in
$hich he or she may become inoled by reason of his or her serice in such capacity3 proided
that no indemnification shall be proided for any such person $ith respect to any matter as to
$hich he or she shall hae been finally ad9udicated in any proceeding not to hae acted in good
faith in the reasonable belief that such action $as in the best interests of the corporation3 and
further proided that any compromise or settlement payment shall be approed by a ma9ority
ote of a !uorum of directors $ho are not at that time parties to the proceeding.
The indemnification proided hereunder shall inure to the benefit of the heirs, e%ecutors and
administrators of persons entitled to indemnification hereunder. The right of indemnification
under this Article shall be in addition to and not e%clusie of all other rights to $hich any person
may be entitled.
No amendment or repeal of the proisions of this Article $hich adersely affects the right of an
indemnified person under this Article shall apply to such person $ith respect to those acts or
omissions $hich occurred at any time prior to such amendment or repeal, unless such
amendment or repeal $as oted by or $as made $ith the $ritten consent of such indemnified
person.
This Article constitutes a contract bet$een the corporation and the indemnified officers,
directors, and employees. No amendment or repeal of the proisions of this Article $hich
adersely affects the right of an indemnified officer, director, or employee under this Article
shall apply to such officer, director, or employee $ith respect to those acts or omissions $hich
occurred at any time prior to such amendment or repeal.
;nd of -yla$s
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