Section 2. President

The President shall:

(1) Be the Chief Executive Officer; 7

(2) Represent FTA at USTA meetings (e.g., USTA SWS, USTA NAZ);

(3) Have general management and control of FTA affairs and operations;

(4) Preside at meetings of the Board or delegate this role to the Vice President if not available

(5) Preside at all meetings of the general membership or delegate this role to the Vice President if not available

(6) Enter into contracts on behalf of FTA.

(7) Sign checks and make other forms of payment in the absence of the Treasurer.

(8) Perform all other duties commonly incident to the office, or which may be voted on by the Board of Directors, or which are or may at any time be authorized or required by law.

Section 3. Vice-President

The Vice-President shall:

(1) Perform the duties of the President if the President is unable to act, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

(2) Perform such duties as may be assigned by the President;

(3) Maintain the Conflict of Interest, Code of Ethics, and Whistleblower Policies for all officers and Board of Director Members as required in the by laws.

Section 4. Secretary

The Secretary shall:

(1) Keep minutes for meetings of the Board of Directors and meetings of the general membership;

(2) Prepares Agenda with input from other officers and give notice of meetings working with the Officers

(3) Maintain FTA (non-financial) documents and files;

(4) Maintain a list of names and contact information for all officers, members of the Board of Directors, and members in good standing;

(5) Perform all other duties to the office or as may be assigned by the Board of Directors  

Section 5. Treasurer

The Treasurer shall:

(1) Have charge and custody of, and shall receive and disburse, FTA funds;

(2) Endorse on behalf of FTA for collection of checks, notes, and otherobligations;

(3) Deposit all FTA funds in banks or other depositories designated by the Board of Directors;

(4) Maintain FTA financial records and files;

(5) Chair committee charged with financial planning for FTA;

(6) Track and collect membership fees if applicable;

(7) Prepare and present an annual budget report at the end of each fiscal year and a budget proposal for the following fiscal year along with actual expenses compared to the budget and historical trends.

(8) Present a summary of financial status to the board at each meeting.

(9) Ensure Annual Non-Profit taxes are filed in a timely manner

(10) Sign checks and make other forms of payment as authorized by the Board of Directors;

(11) Perform all other duties commonly incident to the office or as as assigned by the Board of Directors.

Section 6. Board Members

The board members shall be comprised of no less than three (3), nor more than nine (9) individuals and shall:

(1) Perform all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these bylaws;

(2) Develop and support the FTA vision and purpose

(3) Appoint committee chairpersons and committee members as needed or chair an FTA committee.

(4) Review financial statements and participate in financial decisions for the best interest of FTA. 9

(5) Meet at such times and places as needed and as a minimum required by these bylaws;

Section 7. Meetings

The Board of Directors shall meet at least four times a year for the purposes set forth in these bylaws and for the transaction of such other business as may come before the meeting.

Unless otherwise provided by the Articles of Incorporation, these bylaws, or provisions of law, notice of meetings of the Board of Directors shall be given at least 10 days before the meeting. Such notice may be oral 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. 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.

Special Board of director meetings shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the Board Chairperson.

Section 8. Quorum

Except as otherwise provided by law, Articles of Incorporation, or these bylaws, a majority (over 50%) of the members of the Board of Directors at that time in office shall constitute a quorum for the transaction of business.

Section 9. Conducting Meetings

Meetings of the Board of Directors shall be presided over by the President or, in his or her absence, the Vice President or, in his or her absence, a person designated by the President respectively.

Section 10. Voting

Each director shall have one vote on any issues brought before the Board.

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

Section 11. Informal Action

Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if all directors consent (e.g., in a letter, email), setting forth the action so taken, shall be approved by all the directors.

Section 12. Electronic Meetings

Directors may participate in meetings of the Board of Directors by conference telephone, Webinar, or similar means of electronic communication, so long as all participating directors are able to clearly communicate with each other. Participating directors shall be deemed present at such meetings.

Article 9. Election and Terms of Office

Section 1. General

FTA officers and directors must be members in good standing.

Elections to the Board: A nominating committee formed by the Board shall nominate Director candidates for the Board’s consideration and should attempt to bring in at least one to two new individuals each year and also attempt to stagger the director’s terms to assure continuity. Each such nominee’s candidacy shall be separately voted on by a majority (51%) of all of the Directors present at the annual meeting or at any regular or special meetings where candidates for the Board of Directors are being voted on.

Elections to Officer Positions: The nominating committee will recommend a slate of officers to the Board for a vote by majority.

Terms of Office: Officers shall serve a 2-year term of office with a maximum of a second term (4-years) before they must step down from that officer position for at least one year. They may continue to serve on the Board or another officer position if elected to that position. Every attempt will be made to stagger Officer and Director term limits to avoid everyone leaving at the same time.

Directors shall serve a 2-year term of office and may be reelected for multiple terms.

Between elections and except as otherwise provided by law, Articles of Incorporation, or these bylaws, the Board of Directors may elect additional Board members by an affirmative vote from the majority of Board members then in office.

Officers and directors shall take office upon selection and shall hold office as directors until death, disability, removal, resignation, annual Board meeting in the second year following the commencement date of their respective directorships, or other time designated by the Board for selection of directors.

Article 10. Resignations, Removals, and Vacancies

Section 1. Resignations

Any director, officer, employee, agent of FTA, or committee member may resign at any time by giving a written notice to the FTA Board of Directors, President, and/or Secretary. Whenever possible, resignation effective dates shall provide FTA reasonable time to find and train a replacement. Resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective unless otherwise provided therein.

Section 2. Removal

Any officer, employee, agent of FTA, or committee member may be removed by the Board of Directors whenever the best interests of FTA will be served thereby, and upon an affirmative vote of the majority Board members then in office.

Any such removal shall take effect at the time of approval, or at a time otherwise defined by the Board of Directors, and the individual shall be notified in writing.

Section 3. Vacancies

Any officer, director, or committee member vacancy may be filled by an affirmative vote of all directors then in office. The term of office of a person appointed to fill a vacancy on the Board shall be his or her predecessor’s term, or such other time as the Board may specify.

Any vacancy in an office arising from death, resignation, removal, or other cause may be filled at any time by the applicable approval authority (e.g., President, Board of Directors), as defined in these bylaws, and the person appointed shall hold office until the next biennial election at the Board of Directors annual meeting, or for a period of time otherwise defined by the approval authority.

Any vacancy in the Board of Directors and any additional membership on the Board of Directors resulting from an increase in the number of directors may be filled at any time by an affirmative vote of the majority of directors then in office, and the person so elected shall hold office until the next biennial election at the Board of Directors annual meeting, or for a period of time otherwise defined by the Board. A person in good standing within the CTA, USTA SW and/or Flagstaff community must fill the vacancy.

Article 11. Committees

Section 1. Special Committees

Special committees are used as needed to work on specific FTA projects, which usually have finite timeliness for completion. The Board of Directors may designate and appoint one or more 12 special committees with powers and duties as determined by the Board.

Section 2. Standing Committees

Standing committees are used as needed to manage recurring FTA business. The Board of Directors may establish standing committees with such powers and duties as determined by the Board. Standing committees may include, but are not limited to:

(1) Tournament Committee: Organizes and conducts sanctioned and non-sanctioned tournaments.

(2) Nomination Committee: Oversees nominations for elections of officers and directors.

(3) Budget Committee: Prepares annual budget in cooperation with FTA officers.

(4) Fundraising Committee: Organizes and conducts fundraising events to support FTA goals and objectives.

(5) Social Committee: Organizes and conducts social events to enhance the morale and welfare of the general membership.

(6) Grievance Committee: Reviews and settles grievances according to established grievances policies and procedures.

(7) Awards Committee: Solicits and collects nominations for awards and recommends awards winners to the FTA Board of Directors. Organizes award events (e.g., banquets), as applicable.

(8) Communications Committee; Determine, develop and maintain current social media presence.

Section 3. Participation on Board of Directors Meetings

Committee chairpersons shall participate regularly in Board of Directors meetings as non- voting members and may be Board members themselves, with voting rights, if approved by the Board as defined in these bylaws.

Article 12. Miscellaneous

Section 1. Compensation

Officers, directors, committee members and other FTA members shall not receive compensation for their services as board members but may, by agreement of the Board of Directors, be 13 reimbursed for properly documented, reasonable expenses incurred in connection with duties performed as officers.

Pending Board Approval, a member of the Board may be compensated for services rendered to FTA if these services cannot be reasonably found outside FTA Board members.

Nothing in this section shall be construed to preclude an FTA member from serving FTA in any capacity other than as a director and receiving reasonable compensation as an independent contractor for such other services.

Section 2. Checks, Drafts, etc.

The treasurer plus one officer shall sign all checks, drafts, notes, bonds, bills of exchange, or other orders, instruments, or obligations for the payment of money. Any expense over $300 that is not within the approved budget category requires pre-approval by the Board of Directors before expenditure.

The treasurer and officer signee must have their signature on file at the bank.

Section 3. Fiscal Year

The fiscal year for FTA shall start on January 1st and end on December 31st .

Section 4. Notices and Waivers

Whenever any notice is required to be given under the provisions of the Articles of Incorporation, provisions of law, or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of the notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.

Section 5. Conflict of Interest, Code of Ethics, and Whistleblower Policies

FTA shall maintain and use conflict of interest, code of ethics, whistleblower, and other policies suited to good order and conduct within the organization.

Section 6. Limitation of Liability and Indemnity

FTA directors, officers, and members shall not be personally liable for the debts, liabilities, or other obligations of FTA.

FTA shall indemnify FTA directors, officers and members to the fullest extent permissible under the laws of the state of Arizona.

(1) Liability. No person shall be liable to FTA for any loss or damage suffered by it on 14 account of any action taken or omitted to be taken by him or her as an officer, director, and member of FTA if such person: (1) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances and in the conduct of his own affairs, or (2) took or omitted to take such action in reliance upon advice of counsel for FTA or upon statements made or confirmation furnished by FTA which he or she had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he/she may be entitled as a matter of law.

(2) Indemnity. Each director, officer, or member, whether or not then in office, shall be held harmless and indemnified by FTA against all claims and liabilities and all expenses reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which he or she may be made party by reason of any action taken or omitted to be taken by him or her as a director, officer, or member of FTA, in good faith, if such person, in the opinion of a court or of the Board of Directors:

• Exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances in the conduct of his or her own affairs, or;  
• Took or omitted to take such action in reliance upon advice or counsel for FTA or upon statements made or information furnished by directors, officers or employees of FTA which he or she had reasonable grounds tobelieve.

Section 7. Books and Records

FTA shall keep correct and complete books and records on accounts and shall also keep minutes of the proceedings of its Board and shall keep at the principal office a record giving the names and addresses of the directors entitled to vote.

FTA shall keep confidential any and all member personal information (e.g., email address, phone numbers, address, etc.) and shall not release, sell, or otherwise share such information with outside or third parties.

Section 8. Grievances

Grievances shall be resolved at the lowest level possible within the USTA chain, starting with the CTA (FTA), then district (USTA NAZ), then section (USTA SWS), and lastly the national level (USTA).

Grievances that cannot be resolved within FTA shall go through USTA channel, as specified in USTA NAZ and USTA SWS bylaws.

Article 13. Amendments

The Officers and Board of Directors shall have the power to make, alter, amend, or repeal these bylaws at any duly convened meeting of the Board of Directors by affirmative vote of a majority of directors then in office.

Article 14. Dissolution

Section 1. General

In the event the Board of Directors determines the need for FTA no longer exists, it will be dissolved. Dissolution shall be conducted in accordance the Articles of Incorporation, these Bylaws, and provisions of law.

Section 2. Disposition of Assets

Upon the dissolution of FTA, the Board of Directors shall, after paying or making provision for the payment of all liabilities of FTA, dispose of all its assets exclusively for the purposes of FTA in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the United States Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine.

Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of FTA is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

SIGNATURE PAGE

Adoption of Bylaws. The signatures herein certify these Bylaws, dated February 20, 2017, have received close scrutiny and have been approved by the FTA Board of Directors and are deemed both fair and necessary for maintenance and proper order in conducting FTA business.

Jean Brown
President,
FTA Board of Directors.