[As revised at the Annual Meeting of the Organization Members on November 5, 2022.]

 

ARTICLE I NAME

This Association shall be known as "United States Tennis Association Northern California" and may be referred to as "USTA Northern California" or "USTA NorCal" or "NorCal."
 

ARTICLE II TERRITORIAL SCOPE AND FISCAL YEAR

Section A. Territory. The geographical area of NorCal shall be the State of California excepting the Counties of Imperial, Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara and Ventura; and shall also include within the State of Nevada, Carson City, Washoe and Douglas Counties.

 

Section B. Fiscal Year. NorCal's fiscal year shall be the calendar year.
 

ARTICLE III MEMBERSHIP

Section A. Membership Categories. Membership in NorCal shall be composed of Organization Members and Individual Members as defined by the Bylaws of the United States Tennis Association ("USTA").

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Section B. Applications for Membership. Applications for membership in NorCal shall be made in writing to the USTA in such form as shall be prescribed by the USTA.

 

Section C. Activation of Individual Membership. An Individual Membership shall become effective upon acceptance by the USTA and upon payment of the Individual Member’s annual dues.

 

Section D. Activation of Organization Membership. An Organization Membership shall become effective upon acceptance by the USTA and upon payment of the Organization Member’s annual dues.

 

An Organization Membership may be disapproved in writing by the NorCal Board of Directors within 30 days after written notification by the USTA to NorCal’s office, of an organization’s application for membership. Unless NorCal notifies the USTA in writing of its disapproval within 30 days of such application, the application shall be deemed approved upon the expiration of said 30-day period.

 

Section E. Exhaustion of Administrative Remedies. By accepting membership in USTA, a member agrees to follow its Constitution, Bylaws, and Rules and Regulations and those of NorCal and to exhaust all administrative remedies provided therein in each controversy and complaint involving participation in USTA activities. If an Organization or Individual member wishes to file a grievance regarding a rule or interpretation of the NorCal Constitution, Bylaws, or Rules and Regulations, all administrative remedies available in NorCal must be exhausted prior to filing a grievance with the USTA.

 

ARTICLE IV DUES, VOTING RIGHTS AND ORGANIZATION MEMBER PRIVILEGES

Section A. Dues. Organization Members and Individual Members shall pay annual dues in the amounts prescribed by the USTA.

 

Section B. Membership Privileges. No Organization Member shall have any of the privileges of membership until its annual dues are paid. Membership in NorCal for the purpose of determining voting privileges shall be determined on an annual basis as of September 30 for an Annual Meeting or 60 days prior to the date of a Special Meeting of the Organization.

 

Section C. Voting Strength. The only voting members of NorCal are Organization Members in good standing. To be in good standing, an Organization Member must have met the requirements of Article IV, Section B. Clubs as defined in the Bylaws of the USTA shall have 15 votes plus five votes for each tennis court up to a maximum of 95 votes. Schools, colleges, or universities that do not have permanent tennis court(s) shall have one vote. Schools, colleges, and universities that have permanent tennis court(s) shall have 25 votes. All other Organization Members shall have 25 votes.

 

Section D. Voting Entitlement and Proxies. Each Organization Member of NorCal shall designate an individual or individuals entitled to cast its ballot at any meeting of the Organization Members of NorCal. Such designation shall be made in a form prescribed in writing by NorCal.

 

ARTICLE V MEETINGS OF ORGANIZATION MEMBERS

Section A. Annual Meeting. The Annual Meeting of NorCal shall be held during the last quarter of each calendar year. The time and place of the Annual Meeting shall be designated by the President of NorCal. The staff of NorCal shall give at least fifteen days written notice to each Organization Member of the time and place of the Annual Meeting.

 

Section B. Agenda at Annual Meeting. The order of business at the Annual Meeting shall be as follows, except that, upon the motion of any Organization Member, duly seconded and then duly adopted by a majority of a quorum, the order of business may be changed in any respect.

 

1. Roll call of active Organization Members.
2. Reading of minutes of previous Annual Meeting.
3. Appeals (if any)
4. Secretary's report.
5. Treasurer's report.
6. Reports of committees.
7. Old and new business.
8. Election of directors.
9. Adjournment.
    

Section C. Special Meetings. Special Meetings of the Organization Members of NorCal may be called at any time by the Board of Directors, and must be called by the Board of Directors upon the written request of fifteen percent of such members of NorCal. Except as provided in Article XII, Section B, the Secretary of NorCal shall give at least five days' written notice of such Special Meeting, which notice shall contain a statement of the purpose of the meeting, and such Special Meeting shall not consider any matter not included within such statement. Any such Special Meeting shall be held within 60 days of the board resolution or members' written request.

 

Section D. Proxies. Whenever any notice of either an Annual or Special Meeting of NorCal is sent to each member, as provided in Sections A and B of this Article VI, there shall likewise be mailed with said notice a blank form of proxy or delegate designation for the use of the member. Proxies shall be valid only for the meeting specified and must be received in the offices of NorCal no later than 5:00 P.M. five business days before the Annual Meeting, subject to the provisions of Article VII, Section G., and no later than 5:00 P.M. two business days before any Special Meeting.

 

Section E. Quorum and Voting. At all meetings of the voting members of NorCal, a quorum for the transaction of business shall consist of a majority of the votes of such members, and a majority of such quorum shall have the power to pass upon any matter which shall properly come before such meeting, unless a greater number is otherwise specified herein.

 

Section F. Reports of Committees. All committees shall report in writing, and all written reports shall be filed with the minutes of the meeting.

 

ARTICLE VI RESIGNATION AND EXPULSION OF MEMBERS

Section A. Resignation of Members. Any member wishing to resign shall do so in writing, addressing the resignation to the Secretary of NorCal. Resignation from NorCal shall not affect any accrued liability, whether for dues or for any other purpose, from the member to NorCal.

 

Section B. Expulsion of Members. A majority of a quorum of the Board of Directors shall have the power to suspend or expel from participation in any NorCal activities any Organization Member or Individual Member who fails to obey the Constitution, Bylaws, and/or the Rules and Regulations of NorCal or the USTA. Any such member shall have the right to appeal such suspension or expulsion at the next Annual Meeting of NorCal. In the event of such appeal, all membership privileges of the member shall be suspended until final action on the appeal at the next Annual Meeting. In the event of an appeal, the member shall have no right to participate in the Annual Meeting, except to the extent of presenting the case for appeal of the suspension or expulsion, until a ruling has been made on the appeal. A majority of a quorum of the Organization Members at the Annual Meeting shall have the power to rule on such appeal.

 

ARTICLE VII BOARD OF DIRECTORS

Section A. Board Composition. The powers and rights vested in NorCal, except as otherwise herein provided, shall be exercised by a Board of fifteen directors along with up to two additional ex officio directors. If they are not currently serving a term on the Board, the President and Delegate shall be ex officio directors.

 

Section B. Powers of the Board. Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation and these Bylaws, the activities and affairs of NorCal shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the activities of NorCal to any person or persons, management company, or committees, however composed, provided that the activities and affairs of NorCal shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. The power of the Board of Directors shall include, without limitation, the following:

 

• To perform any act required by these Bylaws.
• To prescribe and enforce rules, which it shall deem necessary or convenient to serve the requirements of these Bylaws, and other such rules as it shall deem proper.
• To appoint and remove at its pleasure the Executive Director of NorCal who shall be responsible for implementing Board decisions, the management of NorCal's programs and the hiring and termination of its personnel.
• To manage the business of NorCal.
• To direct, review, and approve budgets, and review NorCal’s performance against goals, objectives, and budgets.
• In addition, when required by law, the Board shall appoint (in a manner consistent with applicable law) an Audit Committee.

 

Section C. Specific Duties of the Board. It shall be the duty of the Board of Directors:

 

• To cause to be kept a complete record of all of its acts and proceedings and of the proceedings of the meetings of NorCal, and the proceedings of the Executive Committee.
• To present to the Annual Meeting of NorCal a statement showing the assets and liabilities of NorCal and the general condition of its affairs, which statement shall include a report of the business of the year to date and a recommendation of such future action as the Board shall deem advisable. The financial statement shall be certified by a public accountant.
• To supervise and direct the Executive Director of NorCal.
• To carry into effect the provisions of these Bylaws and to enforce all rules and regulations which it shall have adopted.

 

To determine any ambiguity or question with respect to the interpretation of the Constitution & Bylaws. In such event, the determination of a two-thirds vote of the Directors voting shall be final, and in the event that such determination cannot be effected by such a vote, the matter shall be referred to NorCal's General Counsel, whose decision shall be final.

 

Section D. Directors' Duty of Care. A director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner, such director believes to be in the best interest of NorCal and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

 

• One or more officers or employees of NorCal whom the director believes to be reliable and competent in the matters presented;
• Counsel, independent accountants or other persons as to matters that the director believes to be within such person's professional or expert competence;
• A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

 

Section E. Eligibility of a Director. Only an individual aged 18 or over who is an Individual Member of the USTA and a resident of the geographical area that constitutes NorCal shall be eligible to be elected and serve as a director or ex officio director, subject to the term limits set forth in Article VII, Section I.  Directors and ex officio directors that lose eligibility shall have been deemed to have resigned.

 

Section F. No Interest in the Assets. No director shall possess any property right in or to the property of NorCal. In the event NorCal owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the Articles of Incorporation.

 

Section G. Nominating Committee and Nomination Process. Not later than May 1 each year, the President shall appoint a Nominating Committee consisting of not less than three nor more than five members, of which the President shall designate one member as Chairman. The chairman of the Nominating Committee shall cause a written notice to be mailed to each Organization Member by May 15, which notice shall contain the names of those directors whose term of office will expire, the names of directors whose term of office will not expire, and the organization affiliation, if any, of each director. Each Organization Member may nominate in writing one individual for each position to be filled. Nominations from Organization Members must be submitted to NorCal’s office by July 15. Nominees must sign an application, as prescribed by the Nominating Committee, accepting the nomination and stating that they are Individual Members of the USTA. Said application must be submitted to the NorCal office by

 

August 15. After August 15 and not later than September 15, the Nominating Committee shall select a slate of preferred nominees for director from such names placed in nomination. Once the nominating committee has completed the slate it shall prepare a report reflecting the slate of preferred nominees, and containing a list of all other nominees who accepted the nomination and who are Individual Members of the USTA. Said report shall be mailed to each Organization Member no later than October 1. Proxies made out in blank, or to NorCal, or to the Secretary of NorCal, either by name or title, shall be voted in favor of the Nominating Committee's slate of preferred nominees. If a quorum for the transaction of business has not been reached by the deadline required in Article V, Section D, the Executive Director is authorized to solicit proxies for no more than 24 hours, and only until a quorum for the transaction of business is reached. Proxies received during such 24-hour period must appoint the Secretary of NorCal to be valid.

 

Section H. Election Process. The election of directors shall take place by written ballot, and only those names submitted in nomination as above provided in Section G of this Article are eligible for election. The candidates receiving the highest number of votes shall be elected directors. Should a tie vote occur for the last available position on the Board, the incumbent Board of Directors has the deciding vote. Votes may be cumulated.

 

Section I. Length of Director's Term. Directors shall serve for the term of two years and until their successors are elected, and may be elected for a second successive term of two years. No director shall serve more than two successive terms, except as provided in Article VII, Section A. Said terms of said directors shall be so arranged that upon alternate years seven new directors and eight new directors, respectively, shall be elected.

 

A person who serves two consecutive terms as a Director, or such longer time as permitted in Article VII. Section A, shall not be eligible for election for another term as a Director until that person has been off of the Board for a full two years.

 

Section J. Beginning of Director's Term. The directors elected at the Annual Meeting shall assume their duties as directors at the first meeting of the Board held thereafter, at which meeting officers of NorCal shall be elected and shall immediately assume office.

 

Section K. Removal of Director.

 

Conduct Detrimental to NorCal. A director may be removed from office at the Annual Meeting or at a Special Meeting of the Organization Members, following a hearing by the Organization Members of the charge of conduct detrimental to NorCal. Such charge must be in writing and be made by 15 percent of the number of Organization Members or by seven directors. At the hearing, the director whose removal is sought shall be entitled to be present and shall be afforded every opportunity to present evidence tending to rebut such charge. The director shall not be removed if the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election that the same total number of votes was cast and the entire numbers of directors authorized at the time of the most recent election were then being elected.

 

Specified Number of Absences. The Board may declare the Board seat of any director who is absent from four Board meetings in any 12-month period vacant and the Director may be removed from office.

 

Section L. Filling a Vacancy. Whenever a vacancy occurs in the office of director, the Board of Directors may nominate and elect a new director at the next Regular Meeting of the Board of Directors. The new director shall hold office for the unexpired term to which he has been elected and such unexpired term shall be considered a full term as a Director for the purposes determining term limits and time required off of the Board as set forth in Article VII., Section I.  The new director must meet the eligibility requirements of Article VII., Section I., including having been off of the Board for a full two full years to be considered for election.

 

Section M. Board Meetings.

 

Regular Meetings. There shall be Regular Meetings of the Board of Directors at such time, place, and on such day as may be adopted by resolution of the Board or set by the President. Notice of such meetings shall be given by the staff.

 

Special Meetings. Special Meetings of the Board of Directors may be called at any time by the President or by five members of the Board. The members calling the special meeting must provide to the Board a written statement explaining the need for a special meeting. At least five days written notice of such special meeting shall be given by the Secretary, which notice shall specify the purpose of the meeting.

 

Quorum and Voting. A quorum for the transaction of business shall consist of nine members of the Board of Directors, and a majority of those voting shall have the power to do any act, except as herein otherwise provided. Proxy voting on the Board of Directors shall not be allowed for any purpose.

 

ARTICLE VIII OFFICERS AND DUTIES OF OFFICERS

Section A. Election, Terms, and Removal of Officers, General Counsel, and Parliamentarian.

1. Officers. The officers of NorCal shall be a President, Vice President, Secretary, Treasurer, and Delegate.  There shall also be a person designated as President-Elect as described in subparagraph 3 below.
   
   
2.  Vice President, Secretary, and Treasurer.  The Vice President, Secretary and Treasurer shall be elected from among the members of the Board of Directors at the first meeting of the Board following each Annual Meeting and shall take office immediately upon their election.  These officers shall serve a one-year term.
   
   
3. President-Elect and President.  The Vice President elected in the odd-numbered year shall be the President-Elect and shall take office as President, without further election, immediately upon election of his successor Vice President.  The President shall serve one two-year term and shall not be eligible for re-election to a second consecutive term.  Nothing in this provision shall restrict a person who has previously served as President to be elected to a subsequent term as President, so long as the term is not a second consecutive term.
   
   
4. Delegate.  The outgoing President shall take office as Delegate, without further election, at the first meeting of the Board following each Annual Meeting
   1.  unless such person declines the position or otherwise becomes ineligible to serve as an ex officio director pursuant to Article VII., Section E.; and
   2. except that a President who does not complete the term of office shall not become the Delegate. If the outgoing President does not become the Delegate, the Delegate shall be elected from among the members of the Board of Directors at the first meeting of the Board following each Annual Meeting.  The term of the Delegate shall be concurrent with the term of the President
      
      
5. General Counsel and Parliamentarian. The General Counsel and the Parliamentarian shall be elected at the first meeting of the Board following each Annual Meeting, shall begin service immediately upon their election, and shall serve a one-year term.  The General Counsel shall not be a member of the Board. The Parliamentarian may be, but is not required to be a member of the Board.
   
   
6. Removal. An officer may be removed by the affirmative vote of at least two-thirds of the Directors.  A Director removed from office continues to service on the Board unless removed pursuant to Article VII, Section K. The General Counsel and Parliamentarian serve at the pleasure of the Board.

 

Section B. President. The President of NorCal shall have the following duties and powers:

 

• He shall preside over all meetings of NorCal, the Board of Directors and the Executive Committee.
• He shall appoint the committees required by the Bylaws and such other committees as may, in his opinion, are required or convenient. He shall be ex officio member of all committees, and shall have power to make changes therein when he believes the best interests of NorCal will be served thereby.
• He shall have general supervision and control over all of the affairs and operations of NorCal subject to the direction of the Board of Directors, and shall discharge such other duties as may be required of him by the Bylaws of NorCal or by resolution of the Board of Directors.
• The President may appoint to the Board such Advisory Directors as he deems appropriate. Their terms shall be commensurate with that of the President unless earlier removed by the President. Advisory Directors shall have the right to attend and be heard at all meetings of the Board, except executive sessions, but shall not have the right to make or second motions nor the right to vote.

 

Section C. Vice President. The Vice President of NorCal shall have the following duties and powers:

 

He shall perform the functions and discharge the duties of the President whenever the President is absent or is unable to attend to the duties of his office, or is disqualified from acting as to any transaction or matter.

 

He shall perform such other duties and shall have such power as, from time to time, may be prescribed by the Board of Directors.

 

Section D. Secretary. The Secretary of NorCal shall have the following duties and powers:

 

• He shall keep a record of all meetings of NorCal, of the Board of Directors, and of the Executive Committee, and with the aid of staff, shall give or serve all notices required either by law or by these Bylaws.
• In the event that both the President and the Vice President shall be absent, or in the event that they shall be unable to act, he shall perform the duties and have the powers heretofore given to the President.
• He shall perform other such duties and have other such powers as, from time to time, may be specified by the Board of Directors.

 

Section E. Treasurer. The Treasurer of NorCal shall have the following duties and powers:

 

• He shall be a member of the Budget Committee.
• He shall supervise the staff in the proper account of receipts and disbursements in books belonging to NorCal.
• He shall ensure that all money and valuable effects are deposited to the credit of NorCal in such depositories as designated by the Board of Directors.
• He shall review all disbursements at the end of each month.
• He shall review the annual audit required in Article X at the end of the year with the Budget Committee prior to the Annual Meeting.

 

In the event that the President, Vice President, and Secretary shall be absent, or in the event that they shall be unable to act, he shall perform the duties and have the powers heretofore given to the President.

 

He shall perform such further duties as may be, from time to time, required by the Board of Directors.

 

Section F. Delegate. The Delegate to the USTA shall be NorCal's representative on the Executive Committee of the USTA, and shall render reports to NorCal as to the activities of the USTA and shall act as NorCal's representative to the USTA with respect to policy matters.

 

Section G. General Counsel. The General Counsel of NorCal shall be an attorney at law licensed to practice law in the State of California. He shall render legal advice and assistance to the Board of Directors, and to the Executive Director.

 

Section H. Parliamentarian. The Parliamentarian shall be responsible to advise the President on how to run the meetings of the Board of Directors and the Organization Members.

 

Section I. Compensation and Reimbursement. The officers of NorCal will serve without remuneration, but the Board of Directors may, in its discretion, reimburse the officers for their proper expenses incurred in transacting the business of NorCal.

 

ARTICLE IX COMMITTEES

Section A. Executive Committee. The Executive Committee of NorCal shall consist of the President, Vice President, Secretary, Treasurer, Delegate and immediate Past President. The Executive Committee may act in the place of the Board only on matters of urgency where decisions are required before the next scheduled meeting of the Board. At each meeting of the Board of Directors a report shall be made by the President as to the activities of the Executive Committee since the last meeting of the

Board of Directors.

 

Section B. Appointment of Committees. Within a reasonable time after his election, the President shall appoint chairmen of the following committees and may also appoint the members of the committees:

 

1. Adult Leagues
2. Adult Tournaments
3. Budget & Finance
4. Constitution and Rules
5. Employment Relations
6. Junior Council
7. Diversity
8. Sanction and Schedule
9. Sportsmanship
10. Umpires and Referees

 

Section C. Other Committees. Other committees may be appointed by the President when he believes it will serve the best interests of NorCal.

 

Section D. Quorum and Voting. The majority of the members of any committee shall constitute a quorum, and a majority of such quorum shall have the power to do any act that could be done by the committee. A committee may petition the Board of Directors to have a quorum be less than a majority of its members. The numbers of members in each committee may be designated by the President, or may, in his discretion, be determined by the committee chairmen.

 

Section E. Term. The members of each committee shall serve for the duration of the President's term unless they are terminated or resign. Vacancies in any committee shall be filled in the manner in which the original appointments were made.

 

ARTICLE X AUDIT OF BOOKS AND ACCOUNTS

At least once each year, and as often as the Board of Directors shall determine, the Board of Directors shall cause an audit to be made of NorCal's books and accounts. Such audit shall be made by a public accountant selected by the Board of Directors, and such public accountant shall not be a member of the Board of Directors. The audit so made shall be kept in NorCal's office available to the inspection of any member of NorCal, and such audit shall be made available at the Annual Meeting of NorCal.
 

ARTICLE XI ADOPTION, AMENDMENT AND REPEAL OF BYLAWS

Section A. By the Board of Directors. The Board of Directors may by a vote of two-thirds of the Directors present at a meeting at which a quorum is present, or by unanimous written consent, adopt, amend, or repeal the Bylaws and/or Constitution of NorCal to the extent necessary or appropriate to ensure compliance or consistency with applicable law or with requirements imposed by USTA; provided, however, that the Board may not adopt, amend, or repeal the Bylaws in any manner that would require approval of the Organization Members under applicable law.

 

Section B. By Organization Members.

1. Process for Submitting Amendment of Bylaws. A proposed new Bylaw or amendment to the Constitution or Bylaws may be submitted only by three or more members of the Board of Directors or by the chairman of the Constitution and Rules Committee upon a majority vote of that Committee, or by any Organization Member of NorCal.
   
   All proposals must be submitted to the President and Executive Director of NorCal at least 60 days prior to the meeting at which they are to be considered. However, if notice is provided to all Organization Members at least 15 days prior to that meeting, any proposal concerning a matter of extreme urgency which could not have been foreseen 60 days prior to the meeting may be considered provided such proposal be determined to be of extreme urgency by a majority vote of the members present and voting.
   
   Providing there is opportunity to do so, the Board of Directors will, by majority vote, make a recommendation in support or in opposition to each proposal. This recommendation shall be sent to the Organization Members for the meeting at which they are to be considered. Proxies made out in blank, or to NorCal, the Secretary of NorCal or a staff member of NorCal, either by name or title, shall be voted in accordance with that recommendation.
   
   
2. Voting. The Constitution and Bylaws of NorCal may be adopted, amended or repealed at any Annual or Special Meeting of the Organization Members of NorCal by the affirmative vote of at least two-thirds of all the votes cast at said meeting, provided written notice which specifies the proposed change or changes, is given to all Organization Members at least fifteen days prior to such meeting. Any such amendment ultimately adopted at said meeting need not conform to the language of the proposed amendment, but sections and articles other than those referred to in the notice may not be amended.

 

Section C. Effective Date. Unless expressly provided to the contrary, the adoption, amendment or repeal of these Bylaws shall become effective immediately upon passage.

 

Section D. Male Gender Includes Female. All references to the male gender shall refer to and mean equally the female gender and the singular shall include the plural, each where the context so indicates.

 

Section E. Stylistic and Conforming Changes.

 

A majority of the Constitution and Rules Committee along with written agreement by the General Counsel and approval by the Board of Directors may make language and stylistic changes considered advisable by them to implement the intent of these Bylaws and may make conforming changes required to avoid inconsistencies or conflicting provisions in these Bylaws.