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NEW ORLEANS METROPOLITAN AREA TENNIS ASSOCIATION BY-LAWS


ARTICLE I. NAME

The name of this non-profit corporation is New Orleans Metropolitan Area Tennis Association (hereafter referred to as NOMATA).


ARTICLE II. PURPOSE

This non-profit corporation shall be a member organization of the United States Tennis Association, Inc., and as such shall cooperate with the United States Tennis Association, Inc., and other tennis associations to promote and develop tennis in the Greater New Orleans Metropolitan Area.


ARTICLE III. MEMBERSHIP

Membership in this non-profit corporation shall be open to all residents of the Greater New Orleans Metropolitan area upon the payment of such dues, assessments, fees and other charges as may be fixed by the Board of Directors. Membership shall not entitle a member to any voting rights in this non-profit corporation.


ARTICLE IV. VOTING RIGHTS

The voting rights of this non-profit corporation shall be vested exclusively in the Board of Directors, with each director entitled to one vote on all actions requiring membership approval.


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 twelve 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 biannually, (Amended 3/20/12) at the annual meeting of the Board of Directors. Each director shall hold office until the next bi-annual election (Amended 3/20/12) meeting of the Board of Directors and until his/her successor shall be elected and qualified, unless prior thereto he/she dies, resigns or is removed from office.

Section 3 – Meetings
The Board of Directors may hold its meetings either within or out of the State of
Louisiana. The annual meeting of the Board of Directors shall be held in January of each year, (Amended on 3/20/12) 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 Certificate 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 Certificate 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 for the term corresponding to the unexpired term of his/her predecessor in office until his/her 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 a 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. OFFICERS
The officers of NOMATA shall be a President, Vice President, Secretary, and Treasurer, who shall be elected at the Annual Meeting and who shall hold office for a single term of two (2) years (Amended 3/20/12) beginning immediately following the Annual Meeting.

 

The President shall be the chief executive officer. He/She shall preside at all meetings of the members, the Executive Committee and the Board of Directors. He/She shall appoint all committee chairmen and committee members whose appointments are not otherwise provided for. He/She shall be an ex-officio member of all committees except the Nominating Committee. The President may not serve more than two (2) consecutive terms.

 

The Vice President shall assist the President in the performance of his/her duties and shall exercise all the powers of the President in his/her absence or in case of his/her resignation, incapacity, or death.

 

The Secretary shall be responsible for the keeping of accurate records, certifying voting power, giving notice of and keeping minutes of the meetings, Executive Committee and Board of Directors. He/She shall perform such other duties, as may from time to time be assigned to him/her by the President.

 

The Treasurer shall be responsible for the receipt, disbursement and safekeeping of all funds belonging to NOMATA, maintaining suitable records for that purpose. He/She shall collect all
membership dues and shall properly account for moneys received from other sources. He/She shall liquidate all bills against NOMATA after they have been authorized and approved by the Executive Committee. He/She shall prepare a written report showing all the receipts and expenditures for the current year and schedule of a budget of estimated revenues and expenditures for the ensuing year. The Treasurer’s accounts may be audited by an independent auditor once annually if it is so directed by the Executive Committee.

ARTICLE VII – 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 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. Any member of the Board of Directors who misses any two (2) Board meetings during the business year shall be automatically removed from the Board except that the failure to attend a meeting may be excused by the unanimous vote of those in attendance at a meeting by the Executive Committee. (Amended 3/20/12)

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 election (Amended 3/20/12) meeting of the Board of Directors and until his/her successor shall have been elected and qualified. Any vacancy in the Board of Directors and any additional membership on the Board of Directors may remain vacant until the next election (Amended 3/20/12) meeting of the Members.

ARTICLE IX. MISCELLANEOUS

Section 1 – Contracts, etc.
Except as otherwise provided by law or the Bylaws, such officer or officers, employee or employees, or agent or agents of the Corporation as shall be specified by 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 such officer or officers,
employee or employees or agent or agents of the Corporation as shall be specified by the Board of Directors.

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 Louisiana”.

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 Certificate 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 or radiogram, addressed to such director or officer at his or her place of business, if any, or at such address as appears in the record 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 or radiogram 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; and 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 of 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 NOMATA Bylaws 6 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 director may, however, be counted in determining the presence of a quorum at such 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 an account of any action taken or omitted to be taken by him/her 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/her 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/she 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
reasonable incurred or imposed upon him/her in connection with or resulting from
any action, suit or proceeding, civil or criminal, or the settlement or compromise
thereof, to which he/she may be made party by reason of any action taken or
omitted to be taken by him/her 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 advise of counsel for the
Corporation or upon statements made or information furnished by officers or
employees of the Corporation which he/she had reasonable grounds to believe.

Section 8 – Books and Records

The Corporation shall keep correct and complete books and records on 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.

ARTICLE X. REIMBURSEMENT

The President may authorize the reasonable reimbursement of any individual necessarily incurring travel, housing, meals, office, mailing, telephone or other expense in connection with the business of NOMATA. All reimbursements shall be subject to review by the Board of Directors at the next ensuing meeting.

ARTICLE XI. DISSOLUTION

Upon dissolution, the Board of Directors, after payment of the liabilities of this non-profit corporation, shall dispose of all of the assets of this non-profit corporation exclusively for the purposes of this non-profit corporation in such a manner, or to such organizations under Section 501(c)(3) of the Internal Revenue Code, as amended, as determined by the Board of Directors.

ARTICLE XII. AMENDEMENTS

The Board of Directors shall have 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.

2012 – BY LAW AMENDMENTS

ARTICLE V. BOARD OF DIRECTORS, Section 2 – Composition

Changed from: The directors shall be elected annually, at the annual meeting of the Board of Directors.
Changed to: The directors shall be elected bi-annually, at the annual meeting of the Board of Directors.
Changed from: Each director shall hold office until the next annual meeting of the Board of Directors and until his/her successor shall …
Changed to: Each director shall hold office until the next bi-annual election meeting of the Board of Directors and until his/her successor shall …

ARTICLE V. BOARD OF DIRECTORS, Section 3 – Meetings

Changed from: The annual meeting of the Board of Directors shall be held the third week of January on Sunday of each year, or on such other date …
Changed to: The annual meeting of the Board of Directors shall be held in January of each year, or on such other date …

ARTICLE VI. OFFICERS

Changed from: The officers of NOMATA shall be a President, Vice President, Secretary, and Treasurer, who shall be elected at the Annual Meeting and who shall hold office for a term of one (1) year beginning …
Changed to: The officers of NOMATA shall be a President, Vice President, Secretary, and
Treasurer, who shall be elected at the Annual Meeting and who shall hold office for a single term of two (2) years beginning …

ARTICLE VIII – RESIGNATION, REMOVALS AND VACANCIES,
Section 2 – Removal
Addition: Any member of the Board of Directors who misses any two (2) Board meetings during the business year shall be automatically removed from the Board except that the failure to attend a meeting may be excused by the unanimous vote of those in attendance at a meeting by the Executive Committee.

ARTICLE VIII – RESIGNATION, REMOVALS AND VACANCIES,
Section 3 – Vacancies

Change from: … the officer so elected shall hold office until the next annual meeting of the Board of Directors and until his/her …
Changed to: … the officer so elected shall hold office until the next election meeting of the Board of Directors and until his/her …
Change from : …the Board of Directors may remain vacant until the next annual meeting of the Members.
Changed to: … the Board of Directors may remain vacant until the next election meeting of the Members.

 

 

 
 
 
 
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