USTA SOUTHWEST BYLAWS
November 7, 2019
BYLAWS OF USTA SOUTHWEST SECTION, INC.
ARTICLE I - NAME
The name of this nonprofit corporation shall be USTA Southwest Section, Inc. (hereinafter “SWS”).
ARTICLE II - AFFILIATION WITH UNITED STATES TENNIS ASSOCIATION INCORPORATED
The SWS is a sectional association of the United States Tennis Association Incorporated (hereinafter “USTA”) and is empowered by USTA to fulfill the constitutional purposes of the USTA and to manage the sport of tennis in the geographical area of SWS in accordance with the Constitution, Bylaws, and Regulations of the USTA.
ARTICLE III – PURPOSES
The purposes of SWS are: to promote the development of tennis as a means of healthful recreation, physical fitness, and athletic competition; to promote the maintenance of high standards, fair play, and good sportsmanship; to encourage, sanction, and conduct tennis tournaments and events open to all individuals without regard to race, age, creed, sexual orientation, color, national origin, disability, or sex, and under the best conditions possible as to effectively promote the game of tennis to the general public; provided, however, participation in divisions of tournaments and other events may be restricted on the basis of sex or age; to maintain and enforce the Rules of Tennis determined by the International Tennis Federation; to maintain and enforce the regulations and policies established by USTA and SWS; and to carry on other similar activities permitted to be carried on by nonprofit corporations under the laws of Arizona.ADVERTISEMENT
ARTICLE IV – REGIONS
SECTION 1. REGIONS. The SWS is divided into Regions as set forth below. The Board has the exclusive authority to determine Regional geographical boundaries. Any geographical boundary change(s) made by the Board shall be effective 45 days from the enactment of such change or on January 1 of the following year, whichever is first to occur.
a) Greater El Paso Region (GEP): Of the state of Texas, the county of El Paso; and of the state of New Mexico, zip codes 88008, 88063, 88021, 88072, 88058 and 88081 in the county of Dona Ana.
b) Southern New Mexico Region (SNM): Of the state of New Mexico, the counties of Eddy, Lea, Roosevelt, Chavez, Curry, Lincoln, Otero, Luna, Hidalgo, Grant, and Sierra and all the zip codes within the county of Dona Ana, except the zip codes of 88008, 88063, 88021,88072, 88058 and 88081.
c) Northern New Mexico Region (NNM): Of the state of New Mexico, the counties of Bernalillo, Cibola, DeBaca, Guadalupe, McKinley, Quay, Socorro, Torrance, Valencia, Colfax, Harding, Los Alamos, Mora, Rio Arriba, San Juan, San Miguel, Santa Fe, Taos, Union, Sandoval, and Catron.
d) Southern Arizona Region (SAZ): Of the state of Arizona, the counties of Pima, Yuma, Greenlee, Graham, Santa Cruz, Cochise, and the zip codes of Arizona City, Eloy, Red Rock, Oracle, San Manual, Mammoth, Dudleyville, and Kearny in the County of Pinal, only excepting the zip codes in the City of Maricopa.
e) Phoenix Region (PHX): Of the state of Arizona, the counties of Maricopa and Gila; and the zip codes of Casa Grande, Coolidge, Apache Junction, Florence, Payson, Strawberry, Pine; and the zip codes in the City of Maricopa in the county of Pinal.
f) Northern Arizona Region (NAZ): Of the state of Arizona, the counties of Yavapai, Navajo, Mohave, and Coconino.
SECTION 2. GOVERNANCE. Regions shall be governed and managed by the Constitution, Bylaws, Regulations, and Policies of SWS.
ARTICLE V – MEMBERS
SECTION 1. MEMBERS
Categories of USTA Membership are specified in the USTA Bylaws. USTA Organization Members located within the geographic area assigned to the SWS and USTA Individual Members whose membership is assigned to the SWS are subject to the governance of the SWS.
SECTION 2. VOTING RIGHTS AND STRENGTH
The voting Members of the SWS shall be Organization Members. Organization Members shall each have one vote. Individual Members and Honorary Members shall have no vote. Voting rights shall be determined by the USTA Membership Report dated December 31 of the immediately preceding year. USTA Organization Members shall pay all required annual dues to the USTA on or before December 31 of each year and no USTA Organization Member is entitled to vote at any meeting of the SWS or on any proposal pending before the SWS if such USTA Organization Member is not then in good standing with all dues paid. The voting Members vote on the election of the Board, the Nominating Committee, andas provided in these Bylaws, and on any other matter required by law, or determined by the Board, to be presented to the voting Members.
SECTION 3. PROXIES
Each Organization Member may appoint a proxy to vote at all Meetings of the SWS Membership. Proxies must be signed by a duly authorized officer of the Organization Member and returned to the SWS Secretary at least one week before any meeting of the voting members. Proxies by appointment are valid for the current Meeting of the SWS Membership and all subsequent Meetings of the SWS Membership until revoked. A proxy can be revoked by attending any meeting and voting in person or by signing and delivering a revocation to the Secretary in writing stating that the appointment of the proxy is revoked, or by filing a subsequent new proxy/appointment form with the Secretary.
SECTION 4. NOTIFICATION
Voting Members are entitled to notice of all Meetings of the SWS Membership; and all members, whether voting or non-voting, are entitled to be present at all Meetings of the SWS Membership. Honorary Members, Individual Members, and non-voting members of organizations may be recognized to speak during a Meeting of the SWS Membership, but shall have no voting rights except, in the case of Organization Members through their appointed proxy.
SECTION 5. EXPULSIONS OR SUSPENSIONS OF MEMBERS
Except as provided in Article VIII, Section 1 (b) Grievance, the USTA Board shall have the exclusive power to suspend or expel any Organization Member or Individual Member.
ARTICLE VI - MEETINGS OF MEMBERS
SECTION 1. ANNUAL MEETING OF THE SWS MEMBERSHIP
There shall be an Annual Meeting of the SWS Membership to be held at a time and place determined by the Executive Committee.
SECTION 2. SPECIAL MEETINGS
Special Meetings of the SWS Membership may be called at any time by the President, by a majority vote of the Board, or upon the written request by Organization Members having an aggregate number of votes of not less than one-tenth of the total voting Membership. The request shall state the purpose of the proposed meeting and only those matters stated in the request may be acted upon at the Special Meeting of the SWS Membership. Special Meetings of the SWS Membership shall be held at locations the Board shall determine prior to mailing the notice of the meeting.
SECTION 3. NOTIFICATION
Notice of the time and place of the Annual Meeting of the SWS Membership shall be given to each voting Member of the SWS not less than 30 days but not more than 60 days prior to the meeting. Notice of the time, place, and purpose of any Special Meeting of the SWS Membership shall be given to each voting Member of the SWS not less than 14 days and not more than 60 days prior to the Special Meeting of the SWS Membership. Special Meetings of the SWS Membership, duly called in accordance with Section 2 of this Article, shall be held within 60 days of the date on which the Special Meeting of the SWS Membership was called.
SECTION 4. QUORUM AND ACTIONS BY THE MEMBERSHIP
At all Meetings of the SWS Membership, the presence, either in person or by proxy, of the representatives of one-third of the votes of the voting membership shall constitute a quorum, and a vote of the majority of those votes present shall constitute the action of the SWS Membership, except for amendments to these Bylaws which require a two-thirds vote of all votes cast pursuant to Article XII.
SECTION 5. PROXIES
At the call to order of each Meeting of the SWS Membership, Organization Members shall designate a representative to vote. In addition, proxies completed in accordance with these Bylaws shall be accepted.
SECTION 6. PRESIDER
Meetings of the SWS Membership shall be presided over by the President, or, if the President is not present, by the Vice President. In the event neither the President nor the Vice President is present, a chairperson may be chosen by the members present only if the meeting has been called in accordance with Sections 1 through 4 of this Article. The Secretary, or in the absence of the Secretary, a person chosen at the meeting shall act as Secretary of the meeting.
SECTION 7. APPEAL OF DECISIONS
An appeal of a decision of the Board may be made at the next Annual Meeting of the SWS Membership or at a Special Meeting of the SWS Membership duly called as provided in this Article. A motion for reconsideration of a decision of the Board must be submitted in writing to the Secretary within 30 days of notice of the decision and requires a vote of a majority of those votes present to constitute an action. On appeal, the ruling of the SWS Membership shall be final. A vote on any new proposals shall also require a vote of a majority of those present to constitute an action.
SECTION 8. ORDER OF BUSINESS
The order of business at the SWS Annual Meeting of the Membership shall be:
a) Roll Call - Report of the Secretary certifying voting strength and the presence of a quorum;
b) Secretary's Report;
c) Treasurer's Report;
d) President's Report;
e) Elections (if appropriate);
f) Committee Reports;
g) Old Business/Actions of the Board;
h) New Business; and
ARTICLE VII - OFFICERS AND BOARD OF DIRECTORS
SECTION 1. COMPOSITION OF THE BOARD
Beginning in the term 2020-21, the Board of Directors (hereinafter “Board”) shall be comprised of no more than 11 members. Excluding the Officers as defined below, no more than two members of the Board shall reside in the same Region. Excluding the Sectional Delegate, the Board shall be elected by the voting Members pursuant to these Bylaws. The Board shall include the following:
a) Officers. The Officers shall include the President, Vice President, Secretary, and Treasurer. The Officers responsibilities are as follows:
(1) President. The President shall be the Chair of the Board. The President shall, when present, preside at all meetings of the SWS Membership, the Board and the Executive Committee. The President shall appoint all committee chairpersons and committee members whose appointments are not otherwise provided for in these Bylaws and shall be a non-voting ex-officio member of all committees except the Audit Committee, Grievance Committee, and the Nominating Committee. The President, with approval by the Board, shall be authorized to employ a CEO.
(2) Vice President. The Vice President shall assist the President in the performance of the President’s duties; shall exercise all the powers of the President in the absence of the President, or in case of the President’s resignation, incapacity or death; shall serve as Parliamentarian at all meetings of the SWS; and shall perform other duties as may be assigned by the President.
(3) Secretary. The Secretary shall monitor the keeping of a roster of all members and the names and addresses of all members of the Board. The Secretary shall keep the minutes of all meetings and records of all proceedings and committee reports; shall certify the voting strength and the presence of a quorum at all meetings of the Membership, the Board, and the Executive Committee; shall assist the SWS office in sending notices for all meetings of the Membership, the Board, and the Executive Committee; and shall perform other duties as may be assigned by the President.
(4) Treasurer. The Treasurer shall monitor the financial management of the SWS; however, the CEO shall carry out the operational duties. The Treasurer shall assist the CEO with the preparation of the annual budget and ensure proper budgetary processes are followed and shall distribute the budget for the succeeding year to the Board prior to the Annual Meeting of the Board. Whenever required by the Board, the Treasurer shall render or cause to be rendered a statement of the SWS’s accounts. The Treasurer shall, at all reasonable times, exhibit or cause to be exhibited the books and accounts to any member of the Board. The Treasurer shall perform all duties incident to the office of Treasurer and other duties as may be assigned by the President. The accounts of the SWS shall be audited by a certified public accountant annually.
b) Directors-at-Large. The Directors-at-Large shall include up to a maximum of six individuals.
c) Sectional Delegate. The Sectional Delegate shall be the Immediate Past President. The Sectional Delegate shall serve as the Sectional Delegate to the USTA, representing the SWS in matters before the USTA. The Delegate shall cast the vote(s) on behalf of the SWS at all Meetings of the USTA as instructed by the Board and is bound to follow such instructions. Lacking such instructions, or if a matter before the USTA is materially altered, the Section Delegate shall act in accordance with the best interests of SWS.
SECTION 2. BOARD MEMBER RESPONSIBILITIES AND REQUIREMENTS
In addition to any responsibilities and/or requirements assigned to an individual Board Member in these Bylaws, all Board Members shall:
a) be required to submit an annual Conflict of Interest Disclosure Form and be Safe Play and Safe Sport compliant;
b) be 18 years of age and citizens of the United States;
c) be Individual Members in good standing of the USTA;
d) be required to reside within the geographic boundaries of the SWS for at least 180 days each calendar year;
e) serve without compensation;
f) perform duties assigned to them by the SWS President or by a majority vote of the Board, provided that the duties are not inconsistent with the Bylaws, state or federal law, and the policies and procedures of the SWS; and
g) set the strategic vision for SWS and oversee the affairs of the SWS, including, but not limited to, the approval of the annual budget.
SECTION 3. BOARD MEMBER RESIGNATIONS, REMOVALS AND VANCANCIES
a) Officers: Any Officer may resign at any time by giving written notice to the Board. At any meeting of the Board, or any Special meeting called for that purpose, any Officer may be removed from office with or without cause by a vote of not less than two-thirds of the entire Board then in office. Any Officer under consideration for removal shall be provided the opportunity for a hearing before the Board prior to a vote. Any proposed notice of removal shall be served within fourteen business days by certified mail prior to a meeting and vote by the Board. Once a proposed notice of removal has been served upon an Officer, the Executive Committee, by a unanimous vote of the remaining members that do not include the Officer being proposed for removal, may temporarily suspend that Officer from acting or performing any further duties on behalf of the SWS until such time as the hearing and vote is taken by the Board. Notice of any temporary suspension of an Officer by the Executive Committee shall be immediately delivered to the Officer and may also be delivered to the USTA and any other outside parties that may be interacting or dealing with the Officer in his/her capacity as an Officer of the SWS. The Board shall fill the vacancy for the remainder of the term at the next duly authorized Board meeting by taking nominations from the floor at the Board meeting. Any Officer unable to complete a term shall be required to resign. A President who resigns shall not be entitled to serve in the position of Past President or Sectional Delegate.
b) Directors-at-Large: A Director may resign at any time by giving written notice to the Board. Any Director-at-Large unable to complete a term shall be required to resign. At any regular meeting of the Board, or at any Special Meeting called for that purpose, any Director may, by a vote of not less than two-thirds of the entire Board then in office, be removed with or without cause, provided that the Director is allowed the opportunity for a hearing before the Board prior to the vote. Notice of removal shall be served within 14 business days by certified mail prior to the meeting and vote by the Board. The Board may fill the vacancy for the remainder of the term at the next duly authorized Board meeting by taking nominations from the floor at the Board meeting.
c) Sectional Delegate: Should the Immediate Past President decline to serve as Sectional Delegate for any reason, the Board shall elect a new Sectional Delegate. The Sectional Delegate may be removed with or without cause by a vote of not less than two-thirds of the entire Board then in office and shall be provided the opportunity for a hearing before the Board prior to the vote. Notice of removal shall be served within 14 business days by certified mail prior to the meeting and vote by the Board. The Board shall fill the vacancy for the remainder of the term at the next duly authorized Board meeting by taking nominations from the floor at the Board meeting. The person nominated to fulfill the unexpired term must have past or current experience on the Board. Any Sectional Delegate unable to complete a term shall be required to resign.
d) Right to Appeal: Any member of the Board removed for cause has the right to appeal to the SWS Membership as provided in these Bylaws, Article VI, Section 7.
SECTION 4. MEETINGS OF THE BOARD
a) Meetings of the Board. The Board shall hold no less than two meetings per year. The Annual Meeting of the Board shall be held prior to the Annual Meeting of the SWS Membership. The Semiannual Meeting of the Board shall be held at a time and place determined by the Board. Additionally, the President, or a majority of the Board, can call a meeting of the Board at any time with proper notice. Board meetings may be closed at times as deemed necessary by the presiding officer.
b) Actions without a Meeting. Participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.
(1) Mail or Email Voting: In lieu of a Meeting of the Board, a vote by mail or email may be taken on any matter when authorized by the President, provided that all of the members of the Board execute a unanimous written consent.(2) Telephone Conference Meetings: In lieu of a Meeting of the Board, members of the Board may participate in a meeting by means of a teleconference call or similar communications equipment in which all persons participating in the meeting can hear each other and debate the issues.
c) Notice of Meetings of the Board. Written notice of the Annual and Semiannual Meetings of the Board shall be provided by the Secretary to each member of the Board not less than 14 days prior to the meeting. Notice of any other duly called Meeting of the Board, whether in person, by email, or teleconference shall be provided not less than five days prior to the meeting, stating the purpose of the meeting, and shall be held within 60 days following the date on which the meeting is called.
d) Quorum and Actions by the Board. At all meetings of the Board, the presence of at least one-half of the members of the Board shall constitute a quorum, and a majority vote of the members present shall constitute the action of the Board.
e) Voting Rights. Each member of the Board shall have one vote.
f) Proxies. A member of the Board may not utilize a proxy to allow anyone to attend or vote for that member at a meeting of the Board.
SECTION 5. TERM/TERM LIMIT FOR THE BOARD OF DIRECTORS
The term for all members of the Board shall be two years or until their successors are elected and qualified. Individuals who serve in the office of President, Vice-President, Secretary and Treasurer shall have a term limit of two consecutive terms in the same office.. Directors-at-Large and the Sectional Delegate shall have no term limit.
SECTION 6. INDEMNIFICATION
Except for intentional acts, or prohibitions under state or federal law, the SWS shall indemnify all members of the Board, regardless of the capacity in which they serve, pursuant to and to the extent authorized under the laws of the State of Arizona.
ARTICLE VIII – COMMITTEES
SECTION 1. STANDING COMMITTEES
The Standing Committees of the SWS shall be the Nominating Committee, the Grievance Committee, the Audit Committee, and the Executive Committee.
a) Nominating Committee
(1) Composition of the Nominating Committee. Beginning in the term 2020-21, the Nominating Committee shall consist of a Chairperson and up to six additional Regional members. Except for a vacancy that arises during any term or as otherwise set forth in these Bylaws, the succeeding Chairperson shall be nominated from one of the current six members serving on the committee. Except for the Chairperson, members of the committee shall consist of no more than one qualified member from each Region and such Regional members shall serve for one consecutive term. Except as otherwise set forth in these Bylaws, Regional applicants for the six open positions on the succeeding term of the committee shall be interviewed and nominated by the current committee. If no application for the committee is received by someone within a Region, or if the current committee determines that a Regional applicant is not qualified to serve on the succeeding committee, then that Regional position on the committee may be left vacant. The Board may fill any vacancy in a Regional position.
(2) Requirements and Responsibilities. No member of the Board shall serve on the committee. All members of the committee shall be current members of the USTA who reside within the geographic area of the SWS and are required to submit an annual Conflict of Interest Disclosure Form and be Safe Play and Safe Sport compliant. The committee shall make one nomination for each of the following positions to be voted upon at the Annual Meeting of the SWS Membership held in odd number years: President, Vice President, Secretary, Treasurer, up to a maximum of six Directors-at-Large, the Chairperson of the Nominating Committee, and succeeding Regional members of the Nominating Committee. The nomination of all positions as Officers and members of the Nominating Committee shall be in compliance with the term limits set forth in these Bylaws.
(3) Vacancies. Beginning in the term 2020-21, and except as provided herein, any Regional member vacancy on the Nominating Committee may be filled by the Board with a qualified individual from the same Region to complete that particular Regional member’s term on the committee. If a vacancy occurs in the Chairperson position, the vacancy shall be filled by a majority vote of the remaining members of the committee, who can select the new Chairperson from among the current members of the committee or from any member who served on the committee during its immediately preceding term, including the Chairperson from the immediately preceding term. If the selection of a new Chairperson creates a new vacancy on the current committee, then the Board may only replace the position with a qualified individual from the vacant Region to complete that particular Regional member’s term on the committee.
(4) Procedures. The committee shall follow the SWS Bylaws and policies as adopted by the Board when considering candidates for nomination. The committee shall post an application and deadline on the official SWS website. Candidate interviews may be conducted via teleconference or in person at the discretion of the committee. The Chairperson may vote, which could result in a tie, or to break a tie vote by the members of the committee. No member of the committee shall be nominated for a position as Officer or Director-at-Large of the SWS. There shall be a meeting of the committee by conference call with all members participating prior to adoption of a slate of nominees. The Chairperson may call a meeting in person when there is more than one candidate under consideration for nomination to any position. A majority vote of the committee shall be required for adoption of the slate. The Chairperson shall file a verified slate with the Secretary and CEO prior to the 15th day of August in odd numbered years. The CEO shall have the slate published on the official SWS website within seven days after receiving the slate from the Chairperson.
(5) Vacancies in Nominating Committee’s slate. If before election any person nominated dies, becomes incapacitated, declines nomination, or is otherwise disqualified, the vacancy in the nomination shall be filled as promptly as possible by the Nominating Committee. The name of the person selected shall be filed with the Secretary-Treasurer, who within five days thereafter shall notify the voting members of the new nominee.
(6) Notice of Nominations to the SWS Membership. The slate shall be sent by mailed and/or electronic transmission to all voting members together with the notice of the Annual Meeting of the Membership in odd numbered years as provided under these Bylaws.
(7) Petition for an Alternate Slate. In addition to nominations made by the committee, voting members having an aggregate vote of not less than one-third of the voting membership may submit a petition nominating an alternate slate of persons to serve as Officers, Directors, and Nominating Committee members, including the Chairperson of the Nominating Committee, with one person listed to fill each position. No person is listed for more than one position. The alternate slate shall meet the composition requirements of the Bylaws. The alternate slate must be submitted to the Secretary no more than 30 days after the Nominating Committee’s slate has been published. The CEO shall have the alternate slate published on the official SWS website within seven days after receiving the alternate slate.
b) Grievance Committee
(1) Composition and Responsibility. The Grievance Committee shall be comprised of three members appointed by the President; consisting of a Chairperson and two additional qualified members residing in separate Regions. The Grievance Committee shall be responsible for enforcing the Bylaws, Rules, Regulations, and Policies of the SWS; the Bylaws, Rules and Regulations of the USTA; and the standards of conduct, fair play, and good sportsmanship.
(2) Procedure. A grievance alleging that a person or entity has violated any of the Bylaws; the Regulations and Policies of the SWS, or the Bylaws, Rules, and Regulations of the USTA; or the standards of conduct, fair play, and good sportsmanship shall be filed in writing with the SWS office. The SWS office shall then provide a copy of the grievance to the Chairperson of the Grievance Committee. A grievance must be filed within 30 days following the date on which the alleged violation occurred, with the exception that if the alleged violation is based on a falsification of age or a falsification of any other information, the grievance must be filed within 30 days after the SWS office or a tournament committee has been advised of the falsification. The Chairperson, through Staff, shall notify the parties of the nature of the grievance within 15 days after the grievance has been received and advise the parties of the time and place fixed for the hearing. The parties shall have no less than eight calendar days to submit their supporting information before the hearing. At the hearing the parties shall have the right to appear with not more than one representative or attorney to present testimony and other witnesses or evidence. The Grievance Committee has the discretion to take the disciplinary action that it deems appropriate. This includes, but is not limited to, issuing verbal or written reprimands; imposing conditions upon the acceptance of entry into any tournament; fining a player in an amount up to $500.00, and suspending a player from participating or attending any tournament. The Chairperson, through Staff, shall notify the parties of the decision of the Grievance Committee within eight days of the hearing and shall prepare written findings in support of the decision issued by the Grievance Committee
(3) Exception for USTA League Play Grievances. Grievances that arise from USTA League play, whether adult or junior, are solely governed by the correlating League regulations.
(4) Notification of the Grievance Decision to the SWS. Any action taken by the Grievance Committee shall be reported to the CEO at the SWS office within eight days of the issuance of a written decision by the Grievance Committee.
(5) Appeal to Board. Within 30 calendar days after receipt of a written decision of the Grievance Committee, the person charged and penalized may appeal the decision of the Grievance Committee by filing a written request to the SWS office and directed to the attention of the President of the SWS for review by the Board. The Board shall designate not less than three of its members to address the appeal and the selected members shall promptly review the grievance, findings and the decision of the Grievance Committee. The designated members of the Board shall neither be required to stay the decision of the Grievance Committee nor be required to hold any hearing, and its decision may be based entirely on the findings and decision of the Grievance Committee. However, the designated members of the Board may hear further testimony and receive further evidence, as it, in its sole and absolute discretion, deems appropriate. Within eight days following the completion of its review and the issuance of a decision by the designated members of the Board, the Board shall notify the parties of the decision rendered by the designated members serving on behalf of the Board. The designated members of the Board shall have the power to affirm, modify, or reject the decision of the Grievance Committee and may impose any harsher penalties it deems appropriate. The decision of the designated members of the Board shall be final and binding; provided, however, if the person penalized is ultimately suspended from SWS tournament play for a period of six months or more, an appeal may be made to the USTA Grievance Committee.
(6) Reciprocity. The SWS shall grant reciprocity for a suspension from play imposed by other Sectional Associations or penalties imposed by the USTA. Upon receipt of notice by the CEO that a player’s suspension within another section has become final and no further appeal may be made, the suspension shall also apply within the SWS.
(7) Reinstatement. The Board, after receiving a written application and upon evidence satisfactory to it that reinstatement is merited, may reinstate any person who has been suspended pursuant to this Article at any time. Prior to taking any action toward reinstatement, the Board shall obtain the recommendations of the Grievance Committee regarding reinstatement. For purposes of this Article, the Chairperson of the Grievance Committee or the Board may appoint an acting secretary to record and preserve evidence received on behalf of the Board or the Grievance Committee.
(8) Exhaustion of Administrative Remedies. All USTA members located within the geographic area assigned to the SWS and participating in tournaments or events within the boundaries of the SWS shall follow and be bound by the Articles of Incorporation, Bylaws, Rules, Regulations and Policies of the SWS. All USTA members shall be required to exhaust all administrative remedies in any controversy or grievance, including but not limited to issues involving governance, management, or participation in activities or events of any type or nature in the SWS. As a final forum for dispute resolution, all Organization Members, Individual Members, and Honorary Members residing within the boundaries of the SWS, or other USTA members subject to the jurisdiction of the SWS, agree to submit all claims and issues to final and binding arbitration for any unresolved controversy or grievance of any type or nature with the SWS and/or the USTA. Final and binding arbitration shall be conducted in accordance with arbitration procedures and rules established and approved by the USTA Board of Directors.
c) Executive Committee. The Executive Committee shall consist of the Officers of the SWS and Section Delegate, all of whom shall be a member of Board. The President shall serve as the Chair. The Executive Committee shall have and may exercise all of the powers of the Board when the Board is not in session, provided that the Executive Committee is at all times accountable to and subject to the control of the Board, and provided further that the Executive Committee shall have no authority regarding the following matters: (i) the submission to the members of any action requiring members’ approval by law; (ii) the filling of vacancies on the Board or in any committee; (iii) the fixing of the compensation of the CEO, Directors, or committees of the Board; (iv) the amendment or repeal of these bylaws or the adoption of new bylaws; (v) the amendment or repeal of any resolution of the Board which by its terms shall not be subject to amendment or repeal; (vi) the removal of Directors, and (vii) the authorization of any distributions.
d) Audit Committee. The Audit Committee shall consist of a minimum of three members with financial independence as pertains to the SWS and shall assist the Board in its oversight of the integrity of the financial statements of the SWS; the qualifications, performance and independence of the independent auditors; the performance of the internal audit function; and compliance with all legal and regulatory requirements. The SWS President and Treasurer shall not serve on the Audit Committee.
SECTION 2. OTHER COMMITTEES
Other committees may be appointed by the President to advise the Board. All committee members serve without compensation and shall be a USTA Individual Member. The President shall appoint committee chairs and members whose appointments are not otherwise provided for in these Bylaws. The appointees shall serve at the direction of the Board. Each committee has the authority stated in the Bylaws or delegated by the President by resolution or charter. Only committees composed solely of Directors have authority to bind the Board and such committees, and appointments to them, must be approved by a majority of all Directors then in office.
SECTION 3. INDEMNIFICATION
Except for intentional acts, or prohibitions under state or federal law; the SWS shall indemnify the members of its committees to the same extent as members of the Board may be indemnified pursuant to the Articles of Incorporation and the laws of the State of Arizona.
ARTICLE IX - STAFF
SECTION 1. CHIEF EXECUTIVE OFFICER.
The SWS shall have a Chief Executive Officer (hereinafter “CEO”). The CEO shall, subject to the direction of the Board and fully accountable to it, manage the day-to-day operational programs, policies, and procedures of the SWS and the functioning of the office of the SWS. The CEO shall be directly responsible for executing all Board decisions, employment and dismissal of SWS personnel, managing budgetary and contract processes, and staff work for Board decisions, and shall perform additional duties as may be requested by the President or the Board. The CEO shall carry out the operational responsibilities of financial management and controls of the SWS, the budgeting process including development of the annual budgets, the keeping of membership records, the calculating of voting strength, and the giving of notice and keeping minutes of Meetings of SWS Membership, the Board, and the Executive Committee. The CEO shall be an ex-officio member of all committees, except the Nominating Committee and the Grievance Committee. The CEO shall be employed by and shall serve at the pleasure of and at the compensation determined by the Board. The CEO is not a member of the Board.
SECTION 2. Staff.
Staff, shall be employed, managed, and dismissed by the CEO.
ARTICLE X - WAIVER OF NOTICE
Any individual entitled to notice under these Bylaws may waive in writing or agree to shorten any notice required to be given by these Bylaws.
ARTICLE XI - PARLIAMENTARY AUTHORITY
Roberts Rules of Order Newly Revised (current edition) shall be the rules of order for meetings of the SWS, except as otherwise provided in these Bylaws. The Board, by a vote of two-thirds of its members, may adopt alternative rules of order and/or procedure for certain meetings of the SWS, excluding any alternative for the Annual Meeting of the Board and Annual Meeting of the Membership, and the Board shall document such vote and the alternative procedure to be utilized prior to the date of such meeting that is to use alternative rules of order and/or procedures.
ARTICLE XII - AMENDMENTS
SECTION 1. AMENDMENT PROCEDURE
Except as set forth in Section 2 and 3 below, these Bylaws shall be subject to alteration, amendment or repeal, and new bylaws may be made at any Meeting of the Membership of the SWS duly called in accordance with these Bylaws and shall require a vote of at least two-thirds (2/3) of all votes cast, provided that:
a) Proposed recommendations for alteration, amendment or repeal or new Bylaws must be pre-approved by a majority vote of the Board prior to being presented to voting members of the SWS Membership for final approval; and
b) Copies of the proposed alteration, amendment, repeal, or new Bylaws shall be mailed to all voting members with the notice of the meeting of the SWS Membership.
SECTION 2. EXCEPTIONS FOR EXTREME URGENCY AND STYLISTIC CORRECTIONS
a) If a matter of extreme urgency arises which cannot meet the Bylaw requirement of notice, the Secretary must receive notice of the matter of extreme urgency at least 15 days before the scheduled meeting of the voting members upon which the proposal may be considered so that the Secretary can provide at least 10 days’ notice of the meeting and proposed amendment. If notice is not provided, the proposal may properly be considered at the meeting if such proposal is determined to be of extreme urgency and at least two-thirds of the voting Members waive notice either by attending the meeting or in writing and approve the proposal; and
b) Stylistic and conforming changes considered advisable to implement the intent of the Bylaws and/or to avoid inconsistencies or conflicting provisions in the Bylaws may be approved by a majority vote of the Executive Committee. The Executive Committee shall inform the Board of all new language, stylistic, and conforming change(s) immediately after its vote and such change(s) shall then be subject to final approval at the next Meeting of the Membership.
SECTION 3. BOARD EXCLUSIVE AUTHORITY
The Board has the exclusive authority to determine Regional geographical boundaries. Any geographical boundary change(s) made by the Board shall be effective 45 days from the enactment of such change or on January 1 of the following year, whichever is first to occur. The Board’s action shall be ratified by the Voting Members at the next Meeting of the Membership.