FIRST AMENDED AND RESTATED BYLAWS OF Flagstaff Tennis Association (FTA) Bylaw (An Arizona Non-Profit Corporation)

WHEREAS, Flagstaff Tennis Association, Inc. (the “Corporation”) was incorporated as a nonprofit corporation in the State of Arizona on or about 27 May 2010; WHEREAS, the Association adopted Bylaws at or about 27 May 2010; WHEREAS the Directors of the Association are desirous of amending the Bylaws; and a majority of the Directors Present, or by absentee ballot, voted in favor of adopting these First Amended and Restated Bylaws as set forth herein. NOW THEREFORE, the Bylaws of the Association are hereby amended and restated in their entirety as follows:

Article 1. Name

The name of this nonprofit 501(c)(3) corporation shall be the Flagstaff Tennis Association, Inc. (hereinafter “FTA”).

Article 2. Affiliation with United States Tennis Association, Inc.

FTA is a Community Tennis Association (CTA) as defined by the United States Tennis Association, Incorporated (hereinafter “USTA”) and is empowered by the USTA to pursue and support the USTA mission in its capacity as a CTA and in accordance with the constitution, bylaws, and regulations of the USTA, USTA Southwest Section (SWS), and USTA Northern Arizona (NAZ) District.

Article 3. Offices

The FTA principal office may have such offices within the State of Arizona, as may be designated from time to time by resolution of the Board of Directors, one of which may be designated as the principal office. The principal office for FTA is currently located at 1016 W. University Ave. Ste 204 Flagstaff, AZ 86001, Coconino County.

Article 4. Corporate Articles

Any reference herein made to FTA’s Articles will be deemed to refer to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona Corporation Commission, together with any and all certificates theretofore filed by FTA with the Arizona Corporation Commission. 2 The statutes of the State of Arizona will in all respects be superior to the Articles, with any inconsistency resolved in favor of said statutes. The statutes and Articles will in all respects be considered senior and superior to these Bylaws, with any inconsistency to be resolved in favor of the statues and Articles, and with these Bylaws to be deemed automatically amended from time to time to eliminate any such inconsistency, which may then exist.

Article 5. Purpose

FTA shall be organized and operated as a charitable, non-profit corporation (501C3) for purposes of, but without limitation thereon:

(1) Developing the growth of tennis as a means of healthful recreation, physical fitness, and athletic competition;

(2) Serving as the nucleus of community tennis by partnering with groups that provide and support tennis services and programs in the Flagstaff community;

(3) Building community and cooperation among tennis enthusiasts, organizations, and businesses and informing members of upcoming tennis events.

(4) Fostering high standards, fair play, and good sportsmanship;

(5) Encouraging and conducting sanctioned and non-sanctioned tennis tournaments and events;

(6) Upholding the Rules of Tennis, regulations and policies determined by the International Tennis Federation; established by the USTA, USTA SWS, USTA NAZ, and FTA;

(7) Hosting civic, social, and recreational activities to nurture camaraderie among tennis enthusiasts;

(8) Carrying on other similar activities permitted by non-profit corporations under the laws of Arizona.

(9) No substantial part of the activities of FTA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing. or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 50l(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of 3 any future federal tax code.

Article 6. Membership

Section 1. Eligibility

FTA membership is open to all part- and full-time residents in and around Flagstaff, AZ (i.e., FTA geographical area of responsibility) to include, but without limitation thereon, people in the rural areas and communities of Doney Park, Parks, Kachina Village, Bellemont, Mormon Lake, and Williams. The privilege of membership shall be extended to any eligible person who joins FTA and remains in good standing, as defined in these bylaws.

Section 2. General Membership

Membership in FTA is voluntary. The FTA general membership shall consist of members in good standing, as defined in these bylaws. A member remains in good standing as long as membership fees are paid (if applicable) and until such time as membership is terminated by the member or by the Board of Directors. Individuals eligible for membership, but who are not members in good standing, may participate in FTA activities not otherwise reserved for members in good standing, but they do not have the rights and privileges of a member in good standing.

Section 3. Rights and Privileges

Members in good standing are entitled to:

(1) All services and benefits offered by FTA;

(2) Vote on issues presented for membership voting, as designated by the Board of Directors and these bylaws;

(3) Present information at FTA meetings The agenda will have an FTA member input section at the beginning of the meeting for a limited amount of time

(4) Participate in FTA activities and receive FTA services reserved for members;

(5) Hold office in FTA.

Section 4. Fees

Membership fees shall be fixed by the Board of Directors. 

Section 5. Diversity and Discrimination

FTA shall strive for diversity in membership, meaning the inclusion of people with differences in culture, ethnicity, race, age, gender, beliefs, religion, social or economic status, sexual orientation, and physical ability.

FTA will not practice or permit discrimination on the basis of culture, ethnicity, race, age, gender, beliefs, religion, social or economic status, sexual orientation, or physical ability.

Section 6. Application for Membership

Applications for FTA membership shall be submitted to FTA on a form designated by the Board of Directors.

The President or designee shall be the approval authority for membership applications and must document any denial of membership for review by Board of Directors, which can approve such membership by an affirmative vote from the majority of Board members then in office. New members may sign up on the FTA website to receive information regarding FTA tennis activities.

Section 7. Removal of Membership

Applications for removal of membership in FTA shall be submitted to FTA on a form designated by the Board of Directors.

FTA membership may be removed by action from the Board of Directors for any of the following reasons:

(1) A member submits an application for removal of membership from FTA.

(2) Upon a member’s permanent departure from the Flagstaff, AZ area (i.e., permanent change of residence outside the FTA geographical area ofresponsibility).

(3) With or without cause, as permitted by and in accordance with law and by the affirmative vote of a majority of the Board of Directors then in office.

Section 8. Reinstatement of Membership

Applications for membership reinstatement in FTA shall be submitted to FTA on the membership application form designated by the Board of Directors.

The President or designee shall be the approval authority for all membership reinstatement applications and must document any denial of membership for review by the Board of Directors, which can approve such membership by an affirmative vote from the majority of  Board members then in office.

Article 7. Membership Meetings

Section 1. General

General membership meetings will be held in Flagstaff, AZ as determined by the Board of Directors.

The Board of Directors determines the frequency, place, date, time of general membership meetings based on the need for such meetings to conduct FTA business.

There shall be at least one general membership meeting a year, that may coincide with the Board of Directors annual meeting.

Flagstaff area residents eligible for membership, as defined in Article 6, who are not FTA members in good standing, as well as guests, may participate in general membership meetings, but without the rights and privileges entitled members in good standing.

Section 2. Notice

A general membership meeting notice shall be given at least 14 days before a meeting. Such notice may be oral and/or written (e.g., call, email, facsimile, newsletter, letter), and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.

Section 3. Quorum and Proxies

If the Board of Directors requires a matter to be decided by the general membership, a quorum (over 50%) of the general membership shall be established for the vote.

Except as otherwise provided by law, the Articles of Incorporation, or these bylaws, a majority of members in good standing at the time of the meeting shall constitute a quorum for the transaction of FTA business.

A member in good standing may vote by proxy by selecting a member of the Board of Directors to vote on the member’s behalf. The Board of Directors shall establish procedures for proxy voting if used at a general membership meeting.

If a quorum of members in good standing cannot be achieved due to a lack of member participation the Board of Directors may either reschedule the general membership meeting or conduct FTA business that does not require a quorum.

Section 4. Conducting Meetings

The FTA President shall preside over all general membership meetings or, in his or her absence, the FTA Vice President or, in the absence of this person, by an individual designated by the President in advance of the meeting.

Section 5. Voting

Each member in good standing shall have one vote on issues brought before the general membership for voting.

Except as otherwise provided by law, the Articles of Incorporation, or these bylaws, the affirmative vote of a majority of members in good standing at any meeting at which a quorum is present shall decide any issues brought before such meeting.

If a quorum of members in good standing cannot be achieved due to a lack of member participation the Board of Directors may approve related FTA business with an affirmative vote from the majority of members in attendance, to include Board members then in office.

Unless otherwise stated in a meeting notice, any and all business may be transacted at any meeting without specification of such business or the purpose or purposes of the meeting therein.

Article 8. Board of Directors and Officers

Section 1. General

Subject to the limitation contained in the Articles of Incorporation, these bylaws, or as prescribed by law, the property, affairs, and business of FTA shall be managed and controlled, and all corporate powers shall be exercised, by or under the authority of the Board of Directors which shall be comprised of not less than seven (7) nor more than thirteen (13). The Board of Directors shall be made up of the organization’s officers, President, VicePresident, Secretary, Treasurer and not less than three (3) nor more than nine (9) Board Members.

Any person may hold two or more offices at one time, provided the duties thereof can be consistently performed by the same person without a conflict of interest. Every effort shall be made to fill vacant positions in a timely manner and to maintain a system of checks and balances in conducting FTA business.

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