WESTERN TIDEWATER TENNIS ASSOCIATION BYLAWS

(AMENDED JULY 14, 2011)

Article I. NAME

The name of the corporation shall be “The Western Tidewater Tennis Association, a member organization of the United States Tennis Association, Inc.”

Article II. PRINCIPAL PLACE OF BUSINESS

The principal office of this corporation shall be located in Franklin, Virginia.

Article III. PURPOSE

The purpose is to promote the development of tennis as a means of healthful recreation and physical fitness for the Western Tidewater area community, and to cooperate with the United States Tennis Association and other associations in the pursuit of these aims.

Article IV. MEMBERSHIP

Membership shall be open to all residents of Western Tidewater, Virginia upon payment of such dues as may be fixed by the Board of Directors from time to time.

Article V. BOARD OF DIRECTORS

Section 1. General Powers.

The property, affairs, and business of the Corporation shall be managed and controlled and all corporate powers shall be exercised by or under the authority of the Board of Directors.

Section 2. Composition.

The Board of Directors of the Corporation shall consist initially of four directors. The number of directors may be increased or decreased from time to time by the Board, but shall not be less than three nor more than twenty-one. The directors shall be elected in a staggered manner, if possible, at the annual meeting of the Board of Directors. Each director shall hold office a minimum of 1 year and until his successor shall be elected and qualified, unless prior thereto he dies, resigns or is removed from office.

Section 3. Meetings.

The Board of Directors may hold its meetings within or without the State of Virginia. The annual meeting of the Board of Directors shall be held at such time and place within ten days of the first week in February in each year, or on such other date as may be designated by the Board of Directors, for the purposes set forth in these Bylaws and for the transaction of such other business as may come before the meeting, as shall be designated in the notice of the meeting, which shall be given at least seven days, but not more than twenty-one days before the meeting. Special meetings of the Board of Directors shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the President or by a majority of the directors then in office. Such notice shall be given by the Secretary or, in his absence, any other officer of the Corporation, at least seven days, but not more than fourteen days, before the meeting.

Unless otherwise stated in such 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.

Section 4. Quorum.

Except as otherwise provided by law, the Articles of Incorporation, or Bylaws of the Corporation, one-third of the number of members of the Board of Directors at the time in office shall constitute a quorum for the transaction of business. If there shall be fewer than a quorum present at any meeting of the Board of Directors, a majority of those present may adjourn the meeting from time to time by an announcement thereat, and the meeting may be held as adjourned without further notice.

Section 5. Voting.

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

Section 6. Vacancies.

Vacancies among directors and newly created directorships shall be filled by vote of the Board of Directors. A director so elected shall hold office until the next Calendar year's annual meeting of the Board of Directors and until his successor is duly elected and qualified.
Section 7. 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 consent in writing, setting forth the action so taken, shall be signed by all the directors.

Section 8. Removal.

Any director may be removed at any time for cause by the Board of Directors at any meeting.

Article VI.

Section I. Special Committees.

The Board of Directors may, from time to time, designate and appoint one or more special committees with such powers and duties as the Board of Directors may determine. At least one of each such committee shall be a member of the Board of Directors. Such committees may have as advisors persons who are not directors, officers, or employees of the Corporation.

Article VII. OFFICERS

Section 1. Officers.

The officers of the Corporation shall be a President, one or more Vice-Presidents, a Treasurer, a Secretary, and such other officers as may be elected or appointed in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers as it shall deem desirable. Each officer of the Corporation shall have such authority, shall perform such duties, and shall hold office for such term as may be prescribed by these Bylaws or by the Board of Directors. Any person may hold two or more offices at one time, except the offices of the President and Secretary, provided the duties thereof can be consistently performed by the same person. The person elected as President shall be a member of the Board of Directors.

Section 2. Election and Term of Office.

The officers of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until the next Calendar year annual meeting of the Board of Directors and until his successor shall have been elected and qualified.

Section 3. President.

The President shall be the chief executive officer of the Corporation and, subject to the provisions by the Bylaws and to the direction of the Board of Directors, shall have the general management and control of the affairs of the Corporation, shall preside at all meetings of the Board of Directors, and shall perform all other duties and enjoy all other powers commonly incident to his office or which may be prescribed by the Board of Directors or which are or may at any time be authorized or required by law

Section 4. Vice-President.

Each Vice-President shall perform such duties as from time to time may be assigned to him by the Board of Directors. In the absence of the President or in the event of his inability to act, the Vice-President so designated by the Board of Directors shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all of the restrictions upon the President.

Section 5. Treasurer.

Subject to the direction of the Board of Directors, the Treasurer shall have charge and custody of and shall receive and disburse the funds of the Corporation. When necessary or proper, he shall endorse on behalf of the Corporation for collection checks, notes, and other obligations and shall deposit all funds of the Corporation in such banks or other depositories as may be designated by the Board of Directors. Subject to the direction of the Board of Directors, he shall perform all other duties and enjoy all other powers commonly incident to his office or as from time to time may be assigned to him by the Board of Directors. In the absence of the Treasurer or in the event of his inability to act, the President may appoint an Assistant Treasurer to act temporarily in his place. The Board of Directors may require the Treasurer or any Assistant Treasurer to be bonded for the faithful discharge of duties in such sums and with such surety or sureties as the Board of Directors may determine.

Section 6. Secretary.

The secretary shall keep the minutes of the meetings of the Board of Directors and shall be responsible for the custody of all such minutes. Subject to the direction of the Board of Directors, the Secretary shall have custody of the documents of the Corporation. He shall give notice of meetings and, subject to the direction of the Board of Directors, shall perform all other duties and enjoy all other powers commonly incident to his office or from time to time assigned to him by the Board of Directors. In the absence of the Secretary or in the event of his inability to act, the President may appoint an Assistant Secretary to act temporarily in his place.

Article VIII. RESIGNATIONS, REMOVALS AND VACANCIES

Section 1. Resignations.

Any director, officer, employee, or agent of the Corporation or any member of any committee may resign at any time by giving written notice to the Board of Directors, to the President, or to the Secretary of the Corporation. Any such 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, or agent of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.

Section 3. Vacancies.

Any vacancy in the office of any officer arising from death, resignation, removal, or other cause may be filled at any time by the Board of Directors at any meeting, and the officer so elected shall hold office until the next even Calendar year annual meeting of the Board of Directors and until his successor shall have been elected and qualified. 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 the affirmative vote of a majority of the then remaining directors, though less than a quorum of the board, at any meeting, and the person so elected shall hold office until the next  Calendar year annual meeting of the Members.

Article IX. MISCELLANEOUS.

Section 1. Contracts, etc.

Except as otherwise provided by law or the Bylaws, the President and any person assigned by the President of the Board of Directors shall sign, in the name and on behalf of the Corporation, all deeds, bonds, contracts, leases, and other instruments or documents, the execution of which shall be authorized by the Board of Directors; and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts, notes, bonds, bills of exchange, or other orders, instruments, or obligations for the payment of money shall be signed by the President or Treasurer of the Board of Directors or anyone else designated by the President.

Section 3. Corporate Seal.

The corporate seal of the Corporation shall be circular in form and shall have inscribed thereon the year of the Corporation’s organization and the words “Corporate Seal” and “State of Virginia.”

Section 4. Fiscal Year.

The fiscal year of the Corporation shall end on the last day of December.

Section 5. Notices and Waivers Thereof.

Whenever any notice is required by the Bylaws, by the Articles of Incorporation, or by any law to be given to any director or officer, such notice, except as otherwise provided by law, may be given personally or by telegram, cable, radiogram, or fax, addressed to such director or officer at his or her place of business, if any, or at such address as appears in the records of the Corporation as the home address of the director or officer; or the notice may be given in writing by mail, in a sealed wrapper, postage prepaid, addressed to such director or officer at either of the above addresses. Any notice given by telegram, cable, radiogram, or fax shall be deemed to have been given when it shall have been delivered for transmission, and any notice given by mail shall be deemed to have been given when it shall have been deposited in a post office, in a regularly maintained letter box or with a postal carrier. A waiver of any such notice in writing, signed by the person entitled to such notice, whether before or after the time of the action for which such notice is required, shall be deemed the equivalent thereof; end the presence without objection at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person.

Section 6. Interested Directors.

In the absence of fraud, no contract or transaction between the Corporation and its director or any other corporation or entity in which such director is a director or officer, or is financially interested, shall be void or voidable for this reason alone or by reason that the director was present at a meeting of the board, or of a committee thereof, which approved such contract or transaction, provided that the fact of such common directorship, officership or financial or other interest is disclosed or known to the Board or committee, and that the Board or committee approves such transaction or contract by a vote sufficient for such purpose without the vote of such interested director. Such a director may, however, be counted in determining the presence of a quorum at such a meeting. No such contract or transaction shall be void or voidable if the fact of such common directorship, officership, or financial interest is disclosed or known to the directors entitled to vote and the contract or transaction is approved by vote of the Board of Directors.

Section 7. Limitation of Liability and Indemnity.

A. Liability. No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer, director, or employee of the corporation if such person (a) 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 (b) took or omitted to take such action in reliance upon advice of counsel for the corporation or upon statements made or confirmation furnished by officers or employees of the corporation which he had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.

B. Indemnity. Each officer and director, whether or not then in office, shall be held harmless and indemnified by the corporation against all claims and liabilities and all expenses reasonably incurred or imposed upon him in connection with or resulting from any action, suit, or proceeding, civil or criminal, or the settlement or compromise thereof, to which he may be made a party by reason of any action taken or omitted to be taken by him as a director of the corporation, in good faith, if such person, in the opinion of a court or of the Board of Directors (a) 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 own affairs, or (b) took or omitted to take such action in reliance upon advice or counsel for the corporation or upon statements made or information furnished by officers or employees of the corporation which he had reasonable grounds to believe.

Section 8. Books and Records.

The corporation shall keep correct and complete books and records on the account 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.

Section 9. Conflict of Interest.

Members of the Board of Directors shall identify any conflicts of interest. Conflicts would include but are not limited to, funds dispersed to companies or organizations the member holds an interest in, etc. The member, as a result of a conflict, should recluse themselves from any action determined by the Board to be a conflict.

Section 10. Organizational Purpose for Tax Exempt Status

This Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 c (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

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 501 c (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under section 170 c (2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 c (3) of the Internal Revenue Code (or corresponding section of any future federal tax code), or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

Article X. AMENDMENTS

The Board of Directors shall have the power to make, alter, amend, or repeal the Bylaws at any duly convened meeting of the Board of Directors by the affirmative vote of a majority of the directors at any such meeting at which a quorum is present.