Article I - Name

The name of this organization is the Palo Alto Tennis Club, a non-profit corporation, incorporated in the County of Santa Clara.

Article II - Objectives

The objectives of the Palo Alto Tennis Club are to promote the playing of tennis and the development of tennis programs and events for its members.

Article III - Board of Directors

Section I - The Board of Directors shall consist of four Officers and as many additional Directors as required to efficiently and effectively conduct the affairs of the Club. The Board of Directors will be elected by the Membership at the last general meeting of the previous year. The immediate Past President shall serve as an ex-officio member of the Board. If the current Board sees a need for additional Directors, the President with the consent of the Board may appoint additional Directors, the number of new Directors not to exceed one-fifth (1/5) of the number of Directors for the current year.

Section II - The Board of Directors shall have control and management of the affairs of the Club. It shall be the duty of the Board to carry out the objectives of the Club.

Section III - Board meetings shall be held at the call of the President or at the request of three (3) members of the Board. All Board meetings are open to the General Membership.

Section IV - A quorum shall consist of one-third the total members of the Board in that current year that shall be empowered to transact Club business.

Section V - The Board of Directors shall designate whatever standing and special committees that may in their judgment be necessary for the conduct and care of Club affairs. The Board shall appoint chairmen for said committees.

Section VI - The terms of office for the members of the Board of Directors are:

a. Officers and Directors shall be elected for a period commencing no later than December 15 after the annual election, and terminating at the December Board meeting of the following year. The elected personnel shall assume office at the time of the first new Board meeting.

b. No Officer shall be eligible for more than three consecutive years in the same office, unless approved by the membership at the end of the year Annual General Meeting, should (a) the current Officer wish to continue to serve in the role and (b) should there be no new volunteer, not to exceed a total of six consecutive years.

c. Should a vacancy occur in any office it shall be filled by action of the Board of Directors.

Article IV - Officers

Section I - The Officers of the Club shall consist of the President, Vice President, Secretary, and Treasurer.

Section II - The duties of the Officers are:

a. The President shall call and preside over Board and General Membership meetings and shall be the chief executive officer of the Club.

b. The Vice President shall be in charge of marketing and shall assume all duties of the President in his/her absence and such duties as may be delegated by the President or Board of Directors.

c. The Secretary shall give notice of meetings and keep minutes of the Board meetings.

d. The Treasurer shall be responsible for all monies received or distributed by the Club. The Treasurer shall maintain accurate and current records, prepare an annual budget for presentation to the new Board, and shall present an annual financial statement at the last Board meeting of the year.

Article V - Directors

Section I undefined The Directors of the Club shall include at least one Director responsible for one activity of the Club to include, without limitation, drop-ins, tournaments, social events, newsletter editor, and membership.

Section II - The duties of the Directors are:

a. The Drop-ins Director shall be responsible for the management of regularly scheduled drop-ins including assigning volunteers, and assuring provision of balls, snacks and event support items.

b. The Tournament Director shall be responsible for the coordination and supervision of the Club's tournament activities. This Director shall submit a schedule of tournaments to the Board for approval, select tournament directors, and provide overall guidance for club tournaments.

c. The Social Events Director shall be responsible for arranging social events for membership participation that will promote interaction among Club members. This Director shall submit a schedule of proposed social activities to the Board for its approval.

d. The Newsletter Director shall be responsible for publication of the Club's newsletter at least nine times a year, which will disseminate information on Club activities available to the membership.

e. The Membership Director shall be responsible for maintaining current records on the existing membership and processing applications from new members. This Director is authorized to advertise for new members after submitting this issue to the board for its approval.

Article VI - Meetings

Section I - There shall be at least one General Membership meeting each year called by the President to be held at the end of the year. Any other general membership meeting may be called by the President or at the request of six (6) Board members or thirty (30) Club members.

Section II - Notice of the time and place of General Membership meetings shall be given to all members at least fifteen (15) days prior to the date of the meeting.

Section III – The lower of thirty (30) club members or 1/3 of the current membership must be present at General Membership meetings to constitute a quorum for the transaction of club business.

Article VII - Elections

Section I - The annual election of Officers and Directors for the following year shall take place at the annual General Membership meeting which shall be held at the end of the year.

Section II - A complete slate of candidates will be presented to the membership by the Nominating Committee consisting of three Club Directors and three members-at-large, appointed by the President and approved by the Board of Directors. Other nominations may be made from the floor by any member, but only with the prior consent of the nominee.

Article VIII - Membership

Section I - The membership of the club shall be divided into two (2) classes:

a. Adult (18 or over as of January 1).

b. Family (not more than two adults and any number of junior children under 18 prior to Jan 1 and residing in the same household).

In addition a membership shall be designated a "Resident" or "Non-Resident" membership depending upon whether the member (or family) does or does not reside in Palo Alto. In calculating the number of resident and non-resident members, an adult or junior membership shall count as one and a family membership as two.

Section II - The majority of Club members shall be resident members. If a nonresident applies for a new membership (not a renewal) in the club, admission is permitted only if the current number of nonresident members is less than the quota. Otherwise the applicant shall be added to the waiting list. New members are selected from the waiting list on a first-come, first-served basis as long as the number of nonresident members will not create a majority. There shall be no restrictions on the number of resident members.

Section III - A paid-up member in good standing is entitled to one (1) vote. A family membership is entitled to two (2) votes.

Section IV - A member may be expelled from the Club for committing a discriminatory act or any offense contrary to the USTA rules of conduct. If requested by the member involved, a Board of Directors meeting will be called for the purpose of further review, and this member can only be expelled by a 2/3 vote of the Board of Directors. For this special meeting, the member involved may invite other members to be present and address the Board. No member shall lose his/her membership in the Club because of his/her residence status, provided the dues are paid by February 15.

Article IX - Dues

Section I The annual dues for the following year for each membership category shall be reviewed and specified by a two- thirds (2/3) vote of the Board prior to the end of the year Annual General Meeting. Membership renewal rates will be advertised by January 10.

Section II - Dues are payable to the PALO ALTO TENNIS CLUB by the 15th of February for the incoming year. Non-payment of dues by the 15th of February shall automatically terminate a membership.

Article X - Financial Management

Section I - All monies received and held by the club shall be managed as follows.

a. The operating fund shall provide the monies required for the operating budget of the Club for that year to finance the tournaments, drop-ins, and other activities.

b. Any surplus funds in excess of the operating budget (“the reserve”) may be deposited into an interest bearing account at a recognized financial institution. The reserve may be applied to operating deficits as they occur over the fiscal year, or to other uses as specified below.

c. Funds kept in the reserve may be set aside for specifically designated objectives, such as Capital Investments/Projects. For convenience, these funds may be held with the surplus funds described in subparagraph (b) above.

d. At the conclusion of the fiscal year, the reserve fund, after deduction of specifically identified funds, shall not exceed two times the operating budget of the Club.

Section II - The financial status of the Club shall be reviewed by the Board and an operating budget approved prior to specifying the dues for the following year.

Section III - The Club shall operate on a non-profit basis. Any excess money in the operating fund for a given year shall be applied to the reserve fund and/or special fund, when the budget is approved for the following year. In the event the reserve fund exceeds its maximum limit as defined in Section I-d and there are no monetary requirements by the special fund, the excess money shall be used for the benefit of the membership in tennis activities and improvements. In any fiscal year, the spend down of the excess reserve will not exceed 150% of the operating budget and will represent at least 100% of this budget or the amount of the excess reserve whichever is less. It will be documented in a plan approved by a two-thirds (2/3) vote of the Board. This plan will be adjusted if required to deplete the initial excess reserve in a maximum of 5 consecutive years by overriding the 150% boundary with 1/5 of the initial excess reserve. Any excess of the reserve may be allocated to special projects during the current fiscal year.

Article XI - Amendments

The Bylaws may be amended at any General Membership meeting or special meeting of the Club upon a two-thirds (2/3) vote of the members present provided 15 days previous notice of the proposed amendment has been given in writing to each voting member of the Club.

Document History

First adopted Feb. 3, 1953.

Revised March 1966.

Revised September 10, 1968.

Revised April 2, 1970.

Revised November 17, 1978.

Revised November 20, 1998

Revised September 20, 2016