AMENDED & RESTATED BYLAWS ● MAY 2015
The City Park Tennis Club (the “CPTC”) is a non-profit corporation, as defined in Section 501(c)(7) of the Internal Revenue Code. The CPTC was formed in New Orleans, Louisiana during 1928 and was incorporated in Louisiana on December 12, 1958. The current Bylaws were adopted in March of 1991 and have been amended from time to time.
The current Bylaws and the Amendments were in need of revision to reflect the CPTC’s mission as a 501(c)(7) non-profit corporation with new classes of membership. The CPTC Board of Directors (“the Board”), at a regularly-scheduled meeting, at which a quorum was present, authorized the re-writing and adoption of the following Bylaws, superseding all previous versions of the Bylaws and Amendments.
ARTICLE I: ORGANIZATION AND PURPOSE
The CPTC is organized for pleasure, recreation, and non-profit purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code, and in this connection, subject to the restrictions set forth below, the CPTC has the following purposes:
- To promote, advance, and encourage the sport of tennis within the City Park tennis facility;
- To develop sportsmanship, competition and fellowship among its members; and
- To increase the popularity of tennis in the greater New Orleans area, to develop rules and regulations governing its members’ use of City Park tennis courts and to better utilize the City Park tennis facility for the benefit and enjoyment of its members.
ARTICLE II: MEMBERSHIP AND DUES
The Board, at its discretion and by appropriate resolution, shall determine the classes of membership of the CPTC and shall define the privileges and restrictions, which will apply to each class of membership. The CPTC shall maintain a current roster of its members. Persons in good standing with the CPTC shall be known as member
The current membership classes are as follows:
Adult– Members (over 18) who are in good standing.
Family – Family members who are in good standing.
Junior– Junior members (18 and under) who are in good standing.
Honorary – Non-dues paying, non-voting members who are admitted as members based upon one of the following groups (or such other groups as the Board may designate in the future): (a) honorary members of the CPTC as of June 15, 2011; (b) all certified teaching professionals while so registered with the City Park tennis facility; and (c) at the discretion of the Board, such persons who have distinguished themselves while dedicating their time to promotion, advancement, and encouragement of the sport of tennis within the Greater New Orleans area.
Fees for all memberships shall be set and approved by the Board. The Board shall determine the time and method of payment of dues or assessments for all classes of membership. The Board may enforce collection of membership fees by any method deemed expedient, including expulsion of a member.
The Board must approve applications for membership. The Board shall not deny membership based on race, sex, age, or disability. Memberships are not transferable.
All current adult members in good standing, except honorary members, shall have voting power and be entitled to one (1) vote per member. Good standing shall mean current with any fees and not subject to current disciplinary action.
ARTICLE III: MISCONDUCT, TERMINATION OF MEMBERSHIP,
AND DUE PROCESS
Any member may, by giving written notice of such intention, withdraw from membership.
Any member guilty of any misconduct injurious to the character or interest of the CPTC, or who violates the Bylaws or other established rules and regulations of the CPTC, may be suspended, expelled, or otherwise disciplined by majority vote of the Board.
Before any member can be suspended or expelled, the member must be advised in writing ten days in advance of such action being considered by the Board and given an opportunity to defend the behavior in question.
The Board shall be the sole judge of what constitutes misconduct, what conduct is injurious to the character and interest of the CPTC, and what constitutes a violation of the Bylaws or other established rules and regulations of the CPTC. Upon request, an expelled member may be reinstated by majority vote of the Board.
ARTICLE IV: GUESTS
The Board may determine rules and fees for guests of members. The member shall be responsible for all fees incurred by the member’s guest.
ARTICLE V: MEETINGS/QUORUM
Regular Board meetings shall be held monthly at a location selected by the Board
Special meetings of the Board may be called by the President or upon request of any 3 members of the Board. Unless waived by a majority of the Board, the minimum notice for a meeting shall be 7 days. A simple majority of the Board shall constitute a quorum for the transaction of business at any meeting.
ARTICLE VI: NUMBER AND QUALIFICATIONS OF THE BOARD
The Board shall consist of no less than five (5) and no more than thirteen (13) voting members selected from the members of the CPTC.
The officers shall consist of a President, Vice-President/President Elect, Recording Secretary, Treasurer, and may have additional officers (e.g. Second Vice-President, Corresponding Secretary, etc.), all elected from among the Board members.
The Board may create such committees as are deemed necessary to perform the work of the CPTC; which could include but are not limited to: Finance, Grounds, Men’s Program, Women’s Program, Junior’s Program, Competition/Tournaments, Legal/Bylaws, City Park coordination, Social, and Membership. Each committee shall be chaired by a Board member, but the committee may be comprised of any number of CPTC members as authorized by the Board. Any committee shall exercise such power and authority as may be delegated to it by the Board and shall report to the Board on all actions taken by it between regular meetings of the Board.
The Board may include non-voting ex-officio members as it so designates up to a maximum of three. These ex-officio members could include: the City Park Tennis Director, the City Park Director of Tennis Programs, a representative of the City Park Improvement Association Tennis Committee, or a representative of the City Park Management. The ex-officio members shall not be counted when calculating a quorum or a percentage vote (majority or two thirds) of the Board.
Election of officers and incoming board members shall take place each year at the annual membership meeting of the CPTC. Board member responsibilities start and end at the annual membership meeting.
Any director may be removed, with or without cause, by a vote of two-thirds of the Directors on the Board then in office. Vacancies on the Board and newly-created board positions will be filled by a majority vote of the Directors then on the Board.
ARTICLE VII: DUTIES OF THE OFFICERS AND DIRECTORS
The President shall:
- Chair all meetings;
- Enforce all rules;
- Appoint committees and/or standing positions; and
- Notify all board members of scheduled meetings and provide an agenda.
The Vice-President/President Elect shall:
- Act for the president in his or her absence;
- Act as an “understudy” in order to be in a position to assume the leadership role of President; and
- Perform such other duties as the President shall direct.
The Recording Secretary shall:
- Give notice of and transcribe minutes of all meetings;
- E-mail copies of the minutes to the Board;
- Maintain the roll of the Board members;
- Maintain the official copy of the Rules and the Bylaws and any amendments thereto;
- On an annual basis, update the rules to reflect any changes made during the preceding year; and
- Perform such other duties as the Board may direct.
The Treasurer shall:
- Pay all bills and collect all receipts as directed by the Board;
- Maintain the checking account;
- Prepare financial statements for the Board;
- Prepare an annual budget to be presented at the May Board meeting and to be adopted at the June Board meeting; and
- If necessary, file a tax return for the CPTC.
ARTICLE VIII: POWERS OF THE BOARD
The Board shall have the power:
- To make, publish, amend, and enforce the Rules and Regulations of the CPTC;
- To contract for goods and/or services on behalf of the CPTC;
- To delegate any of its powers to committees;
- To make amendments to these Bylaws; and
- To do any and all things which the Board, in its discretion, shall deem to be in the best interests of the CPTC.
- Notwithstanding the foregoing, the Board shall not have the power to make any charitable contributions with CPTC funds except in the event of dissolution of the CPTC, as provided for in Article XII hereof.
ARTICLE IX: FINANCIAL ADMINISTRATION
The fiscal year shall be July 1 to June 30.
ARTICLE X: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the CPTC in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the CPTC may adopt.
ARTICLE XI: AMENDMENTS TO THE BYLAWS
These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board by a majority vote of the Directors present, if a quorum is present. Prior to the adoption of the amendment, each Director shall be given at least seven days’ notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
ARTICLE XII: DISSOLUTION
In the event of dissolution of the CPTC, all of the assets shall be distributed as follows:
- All liabilities and obligations of the CPTC shall be paid, satisfied or adequate provision made therefore; and
- Any assets remaining after payment of such debts and obligations shall be distributed to Children’s Hospital, New Orleans.
I DO FURTHER CERTIFY THAT the Amended and Restated Bylaws – May 2015 were duly adopted on the 13th day of May, 2015 at a regularly scheduled meeting of the CPTC Board of Directors at which a quorum was present to vote and unanimously approved by the CPTC membership at the annual meeting held on May 26, 2015.
IN WITNESS WHEREOF, I have executed this Certificate in my capacity as the Secretary of the City Park Tennis Club on this ____ day of May, 2015.
Printed Name: Erroll F. Broussard, Jr.