USTA NORTHERN CALIFORNIA BYLAWS

EXCITING NEWS!

We now have a new USTA NorCal website—visit ustanorcal.com to explore the refreshed site. Most information will move there in the future as we reorganize this site. Feel free to look around, and if you have any questions, reach out to us at marketing@norcal.usta.com. We’d love to hear from you!

[As revised at the Annual Meeting of the Organization Members on November 1, 2025.]

 

ARTICLE I NAME & OFFICES

Section 1.1 Name. The name of this corporation is United States Tennis Association Northern California. This corporation may also be referred to as “USTA Northern California”, “USTA NorCal”, or “NorCal”.

 

Section 1.2 Principal Office. This corporation’s principal office shall be fixed and located at such location as is established by the board of directors of this corporation (the “Board”; each member of the Board, a “Director”).

 

Section 1.3 Other Offices. The Board may establish branch or subordinate offices at any place or places where this corporation is qualified under the law to conduct its activities.

 

ARTICLE II PURPOSES & AFFILIATION

Section 2.1 Purposes. The purposes of this corporation are charitable within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision(s) of any future United States internal revenue law) and Section 23701d of the California Revenue and Taxation Code (or any corresponding provision(s) of any future California internal revenue law). In the context of these general purposes, this corporation shall promote the game of tennis throughout the Territory, as defined in Section 2.3. The purposes of this corporation as stated in this Section must be consistent with the purposes as stated in the Articles of Incorporation of this corporation (the “Articles”). Any change to the purposes stated in this Section, or operation outside of the scope of such purposes, will require amendment to these Bylaws.

 

Section 2.2 Affiliation. This corporation is affiliated with the United States Tennis Association Incorporated, a New York not-for-profit corporation (the “USTA”), and will operate in compliance with the USTA Constitution, Bylaws, and regulations, except as otherwise required by applicable law.

 

Section 2.3 Territory. As authorized by the USTA, the geographical area of this corporation shall be (a) the State of California, with the exception of the following counties: Imperial, Kern, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, and Ventura; and (b) the counties of Carson City, Washoe, and Douglas within the State of Nevada (collectively, the “Territory”). The term “Northern California” as referred to in the Articles shall include the Territory.

 

ARTICLE III MEMBERSHIP

Section 3.1 Classes and Qualifications of Membership. This corporation shall have one (1) class of members within the meaning of Section 5056 of the California Nonprofit Corporation Law, referred to as “Organization Members”. Organizations that are current organization members of the USTA in good standing, are located in the Territory, and fall within one of the following categories as set forth in the USTA Bylaws shall be Organization Members of this corporation: (a) Clubs; (b) Community Tennis Associations; (c) Schools; (d) Parks and Recreation Departments; and (e) Program Delivery or Service Organizations.

 

Section 3.2 Approval of Application for Organization Membership by this Corporation. Pursuant to the USTA Bylaws, once an organization of a permanent character interested in the purposes of the USTA and located within the Territory has submitted an application for membership to the USTA, this corporation will be notified. The Board shall have thirty (30) days after it receives the application to review the application and determine, in its sole discretion, whether to approve or disapprove of it. If this corporation notifies the USTA in writing of its disapproval of the application within the thirty (30) day review period, the applicant organization shall not be admitted as an Organization Member of this corporation or of the USTA; if this corporation does not notify the USTA in writing of its disapproval of the application within the thirty (30) day review period, then the application will be considered approved and the applicant organization will be admitted as an Organization Member of this corporation effective as of the last day of such period.

 

Section 3.3 Rights of Membership. All Organization Members shall have the right to vote, as set forth in these Bylaws, on: 

    (a)     The election of Directors; 

    (b)     The removal of Directors pursuant to Section 5222 of the California Nonprofit Public Benefit Corporation Law;

    (c)     Any amendment to these Bylaws that materially and adversely affects Organization Member voting rights;

    (d)     Any amendment to the Articles, except for amendments permitted to be adopted by the Board alone under Section 5812(b) of the California Nonprofit Public Benefit Corporation Law;

    (e)     The disposition of all or substantially all of this corporation’s assets;

    (f)      Any merger and its principal terms and any amendment of those terms;

    (g)     Any election to dissolve this corporation; and

    (h)     Any other matters that may properly be presented to the Organization Members for a vote, pursuant to the Articles, Bylaws, or action of the Board, or by operation of law.

 

Section 3.4 Voting Power. This corporation shall establish procedures for determining and documenting the number of votes for each Organization Member subject to the following provisions:

    (a)     Each Organization Member that is a Club shall have fifteen (15) votes plus five (5) additional votes for each tennis court they have, up to a maximum of ninety-five (95) votes.

    (b)     Each Organization Member that is a School that has one (1) or more permanent tennis courts shall have twenty-five (25) votes.

    (c)     Each Organization Member that is a School that does not have a permanent tennis court shall have one (1) vote. 

    (d)     All other Organization Members shall have twenty-five (25) votes each.

 

Section 3.5 Organization Member Representative. Each Organization Member shall designate a single authorized representative to represent the interests of that Organization Member and act on behalf of that Organization Member in all matters relating to this corporation, including, but not limited to, attending meetings of the Organization Members, receiving notices and other communications sent by this corporation to the Organization Members, and voting on matters placed before the Organization Members for a vote (referred to as the “Representative”). At the time of admission as an Organization Member, each Organization Member shall identify an individual who shall serve as the Representative for such Organization Member; provided, however, that, if no Representative is identified, the individual listed in the USTA’s membership records with respect to an Organization Member shall be deemed the Representative. The Representative for an Organization Member may be changed at any time, subject to reasonable restrictions as developed and/or implemented by the Board from time to time, by written notification submitted to this corporation by the respective Organization Member. Any act of or communication from a Representative shall be, and this corporation shall be entitled to accept and rely upon as, the act or communication of or from the Organization Member, and all communications to be sent to the Organization Member by this corporation, including electronic communications in compliance with Section 10.14, shall be sent to the Organization Member’s Representative. In the case of any uncertainty or discrepancy regarding whether an individual constitutes the Representative of an Organization Member, the Board shall have the authority to make a determination as to such authorization as it pertains to this corporation, and any such determination of the Board shall be final and binding.

 

Should an individual designated as the Representative of an Organization Member engage in behavior that violates any policies of this corporation in effect at the time of the behavior or otherwise engage in behavior which the Board determines is or potentially is in any manner harmful or otherwise problematic to or for this corporation, an Organization Member of this corporation, or an individual who participates in programs of this corporation, the Board shall have the authority to remove such individual as the Representative of such Organization Member and/or to take other disciplinary action as appropriate, and such removal shall not constitute a suspension or termination of membership as discussed in Sections 3.8, 3.9, and 3.10 below. In the case of the removal of a Representative, the respective Organization Member shall have the right to identify a new Representative pursuant to the procedures set forth above in this Section.

 

Section 3.6 Membership Dues. Each Organization Member must pay, respectively, within the time and on the conditions set by this corporation and/or the USTA, the dues fixed from time to time by this corporation, if any, and by the USTA. 

 

Section 3.7 Members in Good Standing. Organization Members who have paid any required dues, fees, and assessments in accordance with these Bylaws, who are not suspended, and who are in good standing with the USTA shall be considered in good standing with this corporation.

 

Section 3.8 Termination of Membership. The membership of an Organization Member in this corporation shall terminate on the occurrence of any of the following events:

   (a)     Resignation of the Organization Member;

   (b)     The dissolution of the Organization Member;

   (c)     Any event that renders the Organization Member ineligible for membership in this corporation, or failure to satisfy the membership qualifications, including, but not limited to, termination of status as a member of the USTA for any reason; or

   (d)     Termination of membership under Section 3.10 of these Bylaws based on the good faith determination by the Board that the Organization Member has failed to observe the rules of conduct or policies of this corporation, or has engaged in conduct prejudicial to this corporation’s purposes and/or interests.                     

 

Section 3.9 Suspension of Organization Membership. An Organization Member of this corporation may be suspended, under Section 3.10 of these Bylaws, based on the good faith determination by the Board that the Organization Member has failed in a material and serious degree to observe this corporation’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to this corporation’s purposes and interests. An Organization Member whose membership in this corporation has been suspended shall not be considered an Organization Member of this corporation during the period of suspension.

 

Section 3.10 Procedures for Termination or Suspension of Organization Membership. If grounds appear to exist for suspending or terminating an Organization Member of this corporation under Section 3.8(d) or Section 3.9 of these Bylaws, the following procedure shall be followed:

    (a)     The Board shall give the Organization Member at least fifteen (15) days’ prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the Organization Member’s last address as shown on this corporation’s records.

    (b)     The Organization Member shall be given an opportunity to be heard, either orally or in writing as determined by the Board, at least five (5) days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board.

    (c)     The Board shall decide whether the Organization Member shall be suspended, expelled, or sanctioned in any way by this corporation. The decision of the Board shall be final.

    (d)     Any action challenging an expulsion, suspension, or termination of membership in this corporation, including a claim alleging defective notice, must be commenced within one (1) year after the date of the expulsion, suspension, or termination.

    (e)     For the avoidance of doubt, the suspension or termination of an Organization Member’s membership in this corporation shall not affect its membership in the USTA, which shall be subject to the Bylaws, Constitution, and other policies and procedures of the USTA.

 

Section 3.11 Rights of Inspection of Membership Records. Unless this corporation provides a reasonable alternative as provided below, any Organization Member may do either or both of the following for a purpose reasonably related to the Organization Member’s interests as an Organization Member:

    (a)     Inspect and copy the records containing Organization Members’ names, addresses, and voting rights during usual business hours on five (5) days’ prior written demand on this corporation, which must state the purpose for which the inspection rights are requested; or

    (b)     Obtain from the Secretary of this corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of Organization Members who are entitled to vote for Directors as of the most recent record date for which that list has been compiled, or as of the date, provided it is after the date of demand, specified by the Organization Member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the Organization Member on or before the later of ten (10) days after the demand is received or the date specified in the demand as the date of which the list is to be compiled.

This corporation may, within ten (10) business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer by the Organization Member making the demand must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.

If this corporation reasonably believes that the information will be used for a purpose other than one reasonably related to an Organization Member’s interests as an Organization Member, or if it provides a reasonable alternative under this Section, it may deny the Organization Member access to the membership list.

Any inspection or copying under this Section may be made in person or by the Organization Member’s agent or attorney. This right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of this corporation.

 

Section 3.12 Rights of Inspection of Accounting Records and Minutes. On written demand made to this corporation, any Organization Member may inspect, copy, and make extracts of the accounting books and records and the minutes of the proceedings of the Organization Members, the Board, and committees of the Board at any reasonable time for a purpose reasonably related to the Organization Member’s interests as an Organization Member. Any such inspection and copying may be made in person or by the Organization Member’s agent or attorney. This right of inspection extends to the records of any subsidiary of this corporation.

 

Section 3.13 Individual Members. This corporation shall have a group of individuals referred to as “Individual Members”, who shall not have voting rights and shall not be members within the meaning of Section 5056 of the California Nonprofit Corporation Law and Section 3.1 of these Bylaws. All individuals who have a primary residence in the Territory and who are current individual members in good standing of the USTA as Junior, Adult, Senior, or Life individual members (as set forth in the USTA Bylaws) shall be Individual Members of this corporation. Individual Members shall have such rights and obligations as the Board deems appropriate from time to time. Notwithstanding the above, references to “members” in these Bylaws, unless specifically to “Individual Members”, shall mean Organization Members and members within the meaning of Section 5056 of the California Nonprofit Corporation Law and Section 3.1 of these Bylaws.

 

Section 3.14 Administrative Remedies & Rules. By accepting status as either an Organization Member or an Individual Member with this corporation, such organization or individual agrees to follow the Bylaws, Rules and Regulations, Constitution, Articles of Incorporation, and any additional policies or rules of both this corporation and of the USTA as either may have in place from time to time. All Organization Members and Individual Members further agree to exhaust all administrative remedies and procedures this corporation has in place, as determined by the Board from time to time, regarding any controversy, complaint, or concern regarding this corporation or its activities or programs before filing a grievance with the USTA.

The Board shall have the right and authority to suspend or bar completely from participation in the programs or other activities of this corporation or otherwise discipline any person associated with the operation of this corporation or any of its programs or activities, including, but not limited to, Individual Members, subject to the applicable processes and procedures this corporation and the USTA have in place from time to time.

 

ARTICLE IV MEETINGS OF THE MEMBERS

Section 4.1 Place of Meeting. Meetings of the Organization Members shall be held at any place within the Territory that has been designated from time to time by the Board, given before or after the meeting. In the absence of such designation, regular meetings of the Organization Members shall be held at the principal office of this corporation. The Board may authorize Organization Members who are not present in person to participate by electronic transmission or electronic video communication.

    (a)     If authorized by the Board in its sole discretion, and subject to the requirements of consent in California Corporations Code Section 20(b) and any guidelines and procedures the Board may adopt, Organization Members not physically present in person or by proxy at a meeting of the Organization Members may, by electronic transmission by and to this corporation or by electronic video screen communication, participate in a meeting of the Organization Members, be deemed present in person or by proxy, and vote at a meeting of the Organization Members whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to this corporation or by electronic video screen communication, subject to the requirements of these Bylaws.

    (b)     A meeting of the Organization Members may be conducted, in whole or in part, by electronic transmission by and to this corporation or by electronic video screen communication (i) if this corporation implements reasonable measures to provide Organization Members present in person or by proxy a reasonable opportunity to participate in the meeting and to vote on matters submitted to the Organization Members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings, and (ii) if any Organization Member votes or takes other action at the meeting by means of electronic  transmission to this corporation or electronic video screen communication, a record of that vote or action is maintained by this corporation. Any request by this corporation to an Organization Member pursuant to California Corporations Code Section 20(b) for consent to conduct a meeting of the Organization Members by electronic transmission by and to this corporation shall include a notice that absent consent of the Organization Member pursuant to California Corporations Code Section 20(b), the meeting shall be held at a physical location in accordance with Subsection (a) of this Section of these Bylaws.

 

Section 4.2 Annual Meeting. An annual meeting of the Organization Members shall be held on such date and at such time in the last quarter of each calendar year as may be selected by the Board or President at least fifteen (15) days in advance of such date. At the meeting, Directors shall be elected and other proper business may be transacted.

 

Section 4.3 Special Meetings.

    (a)     Special meetings of the Organization Members for any lawful purpose or purposes may be called at any time by the Board, the President, or fifteen percent (15%) or more of the total number of Organization Members at the time a Special Meeting is called.

    (b)     A special meeting called by any person entitled to call a meeting (other than the Board) shall be called by written request, specifying the general nature of the business proposed to be transacted, and submitted to the Executive Director, President, or Secretary of this corporation. The officer receiving the request shall cause notice to be given promptly to the Organization Members entitled to vote, under Section 4.4 of these Bylaws, stating that a meeting will be held at a specified time and date fixed by the Board; provided, however, that the meeting date shall be at least thirty-five (35) but no more than ninety (90) days after receipt of the request. If the notice is not given within twenty (20) days after the request is received, the person or persons requesting the meeting may give the notice. Nothing in this Section shall be construed as limiting, fixing, or affecting the time at which a meeting of the Organization Members may be held when the meeting is called by the Board.

    (c)     No business, other than the business that was set forth in the notice of the meeting, may be transacted at a special meeting of the Organization Members.

 

Section 4.4 Notice. Whenever Organization Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given under this Section to each Organization Member entitled to vote at that meeting. The notice shall specify the place, date, and time of the meeting, and the means of electronic transmission by and to this corporation or electronic video screen communication, if any, by which Organization Members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the Organization Members, although additional matters may be presented to the Organization Members for action at the annual meeting. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which Directors are to be elected shall include the names of all persons who are nominees when the notice is given.

    (a)     Approval by the Organization Members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:

                (1) Removing a Director without cause;

                (2) Filling vacancies on the Board;

                (3) Amending the Articles; and

                (4) Electing to wind up and dissolve this corporation.

    (b)     Notice of any meeting of the Organization Members shall be in writing and shall be given at least ten (10), but no more than ninety (90), days before the meeting date. The notice shall be given either personally, by electronic transmission by this corporation, or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each Organization Member entitled to vote, at the address of that Organization Member as it appears on the books of this corporation or at the address given by the Organization Member to this corporation for purposes of notice. If no address appears on this corporation’ books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that Organization Member by first-class mail or fax or other written communication to this corporation’s principal office; or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located. 

    (c)     Notice given by electronic transmission by this corporation shall be valid only if consistent with Section 10.14 of these Bylaws.

    (d)     Notwithstanding the foregoing, notice shall not be given by electronic transmission by this corporation after either of the following: (i) this corporation is unable to deliver two (2) consecutive notices to the Organization Member by that means or (ii) the inability so to deliver the notices to the Organization Member becomes known to the Secretary, or any other person responsible for the giving of the notice.

    (e)     An affidavit of the mailing of any notice of any Organization Members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary or any transfer agent of this corporation, and if so executed shall be filed and maintained in this corporation’s minute book.

 

Section 4.5 Quorum. Organization Members holding votes equivalent to thirty-five percent (35%) of the voting power shall constitute a quorum for the transaction of business at any meeting of the Organization Members. Except as otherwise required by law, the Articles, or these Bylaws, the Organization Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, even if enough Organization Members have withdrawn to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the voting power of Organization Members required to constitute a quorum.

 

Section 4.6 Voting. Subject to the California Nonprofit Public Benefit Corporation Law, Organization Members in good standing on the record date as determined under Section 4.10 or Section 4.11 of these Bylaws shall be entitled to vote at any meeting of the Organization Members.

    (a)     Voting may be by voice or by ballot, except that any election of Directors must be by ballot if demanded before the voting begins by any Organization Member at the meeting.

    (b)     Each Organization Member entitled to vote may cast up to the number of votes they are entitled to cast pursuant to Section 3.4 on each matter submitted to a vote of the Organization Members (subject to the provisions regarding cumulative voting in connection with the election of Directors as set forth in these Bylaws).

    (c)     If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the Organization Members unless the vote of a greater number, or voting by classes, is required by the California Nonprofit Public Benefit Corporation Law, the Articles, or these Bylaws.

 

Section 4.7 Waiver of Notice. The transactions of any meetings of Organization Members, however called or noticed and wherever held, shall be as valid as though taken at a meeting duly held after standard call and notice, if (a) a quorum is present either in person or by proxy, and (b) either before or after the meeting, each Organization Member entitled to vote, not present in person or by proxy, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice, consent, or approval need not specify either the business to be transacted or the purpose of the meeting except that, if action is taken or proposed to be taken for approval of any matter specified in Section 4.4(a) of these Bylaws, the waiver of notice, consent, or approval shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

An Organization Member’s attendance at a meeting shall also constitute a waiver of notice of and presence at that meeting unless the Organization Member objects at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened. Also, attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

 

Section 4.8 Actions by Unanimous Written Consent. Any action required or permitted to be taken by the Organization Members may be taken without a meeting if all Organization Members individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting. The action by written consent shall have the same force and effect as a unanimous vote of the Organization Members. 

 

Section 4.9 Actions by Written Ballot. Any action, including the election of Directors, that Organization Members may take at any meeting of the Organization Members may also be taken without a meeting, at the sole discretion of the Board, by complying with the following provisions:

    (a)     This corporation shall distribute one (1) written ballot to each Organization Member entitled to vote on the matter. If approved by the Board, the ballot and any related material may be sent by this corporation, and responses may be returned to this corporation, by electronic transmission that meets the requirements of Section 10.14 of these Bylaws. All solicitations of votes by written ballot shall (i) state the number of responses needed to meet the quorum requirement; (ii) state, with respect to ballots other than for election of Directors, the percentage of approvals necessary to pass the measure or measures; and (iii) specify the time by which the ballot must be  received in order to be counted. Each ballot so distributed shall (i) set forth the proposed action; (ii) give the Organization Members an opportunity to specify approval or disapproval of each proposal; and (iii) provide a reasonable time in which to return the ballot to this corporation. If this corporation has one hundred (100) or more Organization Members, any written ballot distributed to ten (10) or more Organization Members shall provide that, subject to reasonable specified conditions, if the person solicited specifies a choice in any such matter, the vote shall be cast according to that specification. In any election of Directors, a written ballot that an Organization Member marks “withhold,” or otherwise marks in a manner indicating that authority to vote is withheld, shall not be voted either for or against the election of a Director.

    (b)     Approval by written ballot shall be valid only when (i) the number of votes cast by ballot (including ballots that are marked “withhold” or otherwise indicate that authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by written ballot without a meeting.

    (c)      A written ballot may not be revoked.

    (d)     All written ballots shall be filed with the Secretary of this corporation and maintained in the corporate records for at least ten (10) years.

 

Section 4.10 Record Date for Notice, Voting, Written Ballots, and Other Actions. For purposes of establishing the Organization Members entitled to receive notice of any meeting, entitled to vote at any meeting, entitled to vote by written ballot, or entitled to exercise any rights in any lawful action, the Board may, in advance, fix a record date. The record date so fixed for: 

    (a)     Sending notice of a meeting shall be no more than ninety (90) days nor less than ten (10) days before the date of the meeting;

    (b)     Voting at a meeting shall be no more than sixty (60) days before the date of the meeting;

    (c)     Voting by written ballot shall be no more than sixty (60) days before the day on which the first written ballot is mailed or solicited; and

    (d)     Taking any other action shall be no more than sixty (60) days before that action.

 

Section 4.11 Record Date for Actions Not Set by Board. If not otherwise set by the Board, the record date for determining Organization Members entitled to receive notice of a meeting of the Organization Members shall be the first business day preceding the day on which notice is given or, if notice is waived, the first business day preceding the day on which the meeting is held. If not otherwise fixed by the Board, the record date for determining Organization Members entitled to vote at the meeting shall be the day on which the meeting is held. If not otherwise fixed by the Board, the record date for determining Organization Members entitled to vote by written ballot shall be the day on which the first written ballot is mailed or solicited. If not otherwise fixed by the Board, the record date for determining Organization Members entitled to exercise any rights with respect to any other lawful action shall be the date on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of that action, whichever is later. For purposes of Sections 4.10 and 4.11 of these Bylaws, each organization holding a membership at the close of business on the record date shall be an Organization Member of record.

 

Section 4.12 Proxies. 

    (a)     Each Organization Member entitled to vote shall have the right to do so either in person or by one or more agents (including, but not limited to, the Secretary of this corporation) authorized by a written proxy, signed by the Organization Member and filed with the Secretary of this corporation. A proxy shall be deemed signed if the Organization Member’s name is placed on the proxy by the Organization Member or the Organization Member’s attorney in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise.

    (b)     If this corporation has one hundred (100) or more Organization Members, any form of proxy distributed to ten (10) or more Organization Members shall give the Organization Member an opportunity to specify a choice between approval and disapproval of each matter or group of related matters and, subject to reasonable specified conditions, shall provide that, when the Organization Member solicited specifies a choice in any such matter, the vote shall be cast according to that specification. In an election of Directors, any form of proxy that an Organization Member marks “withhold,” or otherwise marks in a manner indicating that authority to vote for the  election of Directors is withheld, shall not be voted either for or against the election of a Director.

    (c )     Any revocable proxy covering matters for which a vote of the Organization Members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of Directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the Organization Members. Such matters include amendments to the Articles; amendments to the Articles or Bylaws changing  proxy rights; removal of Directors without cause; filling vacancies on the Board; the sale, lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets unless the transaction is in the usual and regular course of this corporation’s activities; the principal terms of a merger or the amendment of a merger agreement; the election to dissolve this corporation; or contracts or transactions between this corporation and one or more Directors or between this corporation and an entity in which a Director has a material financial interest.

    (d)     Proxies shall be made only for a specific meeting of the Organization Members as specified in the proxy and shall not be valid after the occurrence of such meeting. To be valid, a completed proxy, regardless of who the Organization Member has proxied to, must be submitted to this corporation by no later than the close of business four (4) days before the respective meeting. A proxy may be revoked by the Organization Member executing it before the vote is cast under that proxy (i) by a writing delivered to this corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by that Organization Member and submitted to this corporation before the respective deadline, or (iii) as to any meeting, by the Organization Member’s personal attendance and voting at the meeting.

 

Section 4.13 Adjournment. Any Organization Members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the voting power represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than forty-five (45) days. When an Organization Members’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned (or the means of electronic transmission by and to this corporation or electronic video screen communication, if any, by which Organization Members may participate) are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Organization Member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, this corporation may transact any business that might have been transacted at the original meeting.

 

ARTICLE V DIRECTORS

Section 5.1 Powers of Directors. 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 and these Bylaws, the activities and affairs of this corporation shall be conducted, and all corporate powers shall be exercised, by or under the direction of the Board. The Board may delegate the management of the activities of this corporation to any person or persons, management company, or committees, however composed, provided that the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, the Board shall have the power to do the following:

    (a)     Select and remove, at the pleasure of the Board, all officers, agents, and employees of this corporation; prescribe powers and duties for them as may not be inconsistent with the law, the Articles, or these Bylaws; fix their compensation; 

    (b)     Change the principal office or the principal business office of this corporation in California from one location to another; cause this corporation to be qualified to conduct its activities in any other state, territory, dependency, or country; and conduct its activities in or outside California; 

    (c)     Conduct, manage, and control the affairs and activities of this corporation; make such rules and regulations for these purposes, not inconsistent with law, the Articles, or these Bylaws, as the Board deems appropriate; and interpret these Bylaws and the any rules, regulations, or policies of this corporation; and

    (d)     Borrow money and incur indebtedness on this corporation’s behalf, and cause to be executed and delivered for this corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities.

 

Section 5.2 Standard of Care. A Director shall perform the duties of a Director, including duties as a member of any committee, in good faith, in a manner that the Director believes to be in the best interests of this corporation, 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:

    (a)     One or more officers or employees of this corporation whom the Director believes to be reliable and competent in the matters presented;

    (b)     Counsel, independent accountants, or other persons as to matters which the Director believes to be within that person’s professional or expert competence; or

    (c)     A committee upon which the Director does not serve that is composed exclusively of any or any combination of Directors and persons described in Subsections (a) and (b) of this Section as to matters within the committee’s designated authority, which committee the Director believes to merit confidence, so long as, in any case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances, and without knowledge that would cause that reliance to be unwarranted.

 

Section 5.3 Number of Directors. The authorized number of Directors shall consist of at least thirteen (13) but no more than seventeen (17) Directors, including up to fifteen (15) elected Directors and up to two (2) ex officio Directors as described in Section 5.7, until changed by amendment to these Bylaws. The exact number of authorized Directors from time to time shall be fixed, within those limits, by a resolution adopted by the Board.

 

Section 5.4 Qualifications of Directors and Board Composition. Any person who is an Individual Member in good standing of both the USTA and this corporation, is eighteen (18) years of age or older, who has their primary residence in the Territory, and whose interests align with the purposes of this corporation and may be nominated; be elected or appointed on an ex officio basis; and, if elected or appointed, continue to serve as a Director; provided, however, that current members of the Nominating Committee, as described in Section 8.4, shall not be eligible to be nominated to serve as a Director. 

 

Section 5.5 Nominations of Directors. 

    (a)     The Nominating Committee, as described in Section 8.4, shall cause a written nominations form to be sent to each Organization Member by no later than May 15th of each year, which shall contain the number of Directors to be elected at the upcoming annual meeting, the names of the current Directors whose terms are expiring that year, the names of the current Directors whose terms are not expiring, and, if applicable, the Organization  Member that placed each current Director’s name into nomination. Each Organization Member may nominate eligible individuals for Director positions, up to the number of Directors to be elected at the upcoming annual meeting. Individual Members may also nominate themselves for a Director position. Nominations by Organization Members or Individual Members must be in writing and be submitted to this corporation by no later than July 15th to be considered. All nominees will be required to submit an application, as determined by the Nominating Committee, confirming their eligibility to serve as a Director and acceptance of the nomination by no later than August 15th. By no later than September 15th, the Nominating Committee shall approve a slate of recommended nominees and the Secretary shall forward to each Organization Member, with the notice of meeting required by these Bylaws, a list of the slate of nominees recommended by the Nominating Committee along with a list of all qualified nominees for Director positions.

    (b)     The Board shall establish procedures that allow a reasonable opportunity for a nominee for a Director position to communicate to Organization Members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for the nominee to solicit votes, and a reasonable opportunity for all Organization Members to choose among the nominees.

    (c)      If more people have been nominated for the position of Director than can be elected, no corporate funds may be expended to support a nominee without the Board’s authorization.

 

Section 5.6 Election of Directors. Directors shall be elected by the Organization Members using a written ballot process at an annual meeting of the Organization Members. The Board shall fix the authorized number of Directors within the range specified in Section 5.3 by no later than May 1st to determine the number of Director seats to be filled at the upcoming annual meeting, although the number of seats to be filled shall generally be set so that there shall be fifteen (15) elected Directors on the Board if all such seats are filled. 

Each Organization Member may cast its vote(s), based on its voting power and the number of Directors to be elected at the meeting, for any qualified nominee(s) listed on the written ballot (no write-in candidates will be permitted) and votes may be cumulated (meaning an Organization Member may give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which the Organization Member is entitled, or may distribute their votes on the same principle among as many candidates as the Organization Member thinks fit), provided at least one Organization Member has given notice at the meeting prior to the voting of such Organization Member’s intention to cumulate votes. The nominees receiving the highest number of votes shall be elected as Directors, up to the number of Director seats to be filled at such annual meeting. If multiple nominees receive the same number of votes such that not all of the seats can be filled based on such votes, then none of the nominees receiving such votes shall be elected and the remaining seats shall be considered vacant.

 

Section 5.7 Term of Office and Term Limits. Each Director (other than a Director elected to fill a vacancy or an ex officio Director) shall serve for a term of approximately two (2) years, beginning on January 1 following the annual meeting at which such Director is elected, and shall continue to serve until a successor Director has been elected and has taken office, unless the Director has resigned or been removed from office. Directors may be divided into groups for the purposes of staggering their terms. No Director may serve more than two (2) consecutive terms; provided, however, that an unexpired term of less than one-half (1/2) of a full term shall not count as a term for the purpose of this limitation. A Director who has served the maximum number of consecutive terms must be off of the Board for at least two (2) years before being eligible for reelection to the Board. Notwithstanding the foregoing consecutive term limit, if the individuals serving as President and/or Delegate complete their second (2nd) consecutive term on the Board during or immediately before beginning their term as President or Delegate, respectively, they shall remain a Director on an ex officio basis for the remainder of their term as President or Delegate, as applicable.

 

Section 5.8 Restriction on Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board at any one time may be interested persons as that term is defined below. An “interested person” is (a) any person currently being compensated by this corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director for services they provided in their capacity as a Director; and (b) any sibling; ancestor; descendant; spouse; or sibling-in-law, child-in-law, or parent-in-law of any person described in clause (a). Any violation of the provisions of this Section shall not, however, affect the validity or enforceability of any transaction entered into by this corporation.

 

Section 5.9 Vacancies, Resignations, and Removal.

    (a)     A vacancy or vacancies in the Board shall be deemed to exist in case of (i) the death, resignation, or removal of any Director; (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by a final order of court, been convicted of a felony, or been found by a final order or judgment of any court to have breached any duty arising under Chapter 2, Article 3 of the California Nonprofit Public Benefit Corporation Law; (iii) a vote by a majority of the Directors then in office who meet the qualifications to be a Director to declare vacant the seat of a Director who fails or ceases to meet any required qualification that was in effect at the beginning of that Director’s current term of office; (iv) the vote of the Organization Members or, if the corporation has fewer than fifty (50) Organization Members, the vote of a majority of all Organization Members, to remove the Director(s); (v) the increase of the authorized number of Directors; or (vi) the failure of the Organization Members at any meeting of the Organization Members at which any Director or Directors are to be elected to elect the full authorized number of Directors.

    (b)     Except as provided herein, any Director may resign by giving written notice to the President, the Executive Director, or the Secretary. Any resignation from the Board by a Director shall also be deemed a simultaneous resignation from any officer position with this corporation that such Director holds. The resignation shall be effective when the notice is given unless it specifies a later time at which it will become effective. If the resignation is to become effective at a later time, the Board may elect a successor Director before such time, to take office as of the date when the resignation becomes effective. Except on notice to the California Attorney General, no Director may resign if, by doing so, this corporation would be left without a duly elected Director or Directors.

    (c)     Any Director may be removed, with or without cause, by approval of the Organization Members; provided, however, that no Director may be removed (unless the entire Board is removed) if the votes cast against removal would be sufficient to elect the Director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of Directors authorized at the time of the Director’s most recent election were then being elected. Any vacancy caused by the removal of a Director shall be filled as provided in Section 5.9(d). The office of any Director who was elected after the date of adoption of these Bylaws who does not attend any four (4) Board meetings in a twelve (12) month period may be declared vacant and the Director removed from office by Board resolution unless the Director requests a leave of absence for a limited period of time, and the leave is approved by the Board (if such leave is granted, the number of Directors then in office will be reduced by one in determining whether a quorum is or is not present during the period of leave). 

    (d)     Vacancies in the Board may be filled by approval of the Board or by a sole remaining Director if only one Director remains. Each Director so selected shall hold office until the expiration of the term of the Director whom they replaced and shall continue to serve until a successor has been elected and qualified. The Organization Members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Board.

    (e)     No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director’s term of office.

 

Section 5.10 Rights of Inspection. Each Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind of this corporation and to inspect the physical properties of this corporation. This right of inspection shall include the right to copy and make extracts of the books, records, and documents of every kind. The inspection may be made by the Director in person or by the Director’s agent or attorney.

 

Section 5.11 Fees and Compensation. Directors shall not receive any compensation from this corporation for their services as Directors, officers, or members of committees. However, Directors may receive reimbursement of reasonable expenses incurred in providing such services as the Board may determine to be just and reasonable as to this corporation.

 

Section 5.12 Approval of Executive Compensation. The Board (or authorized Committee of the Board) shall review and approve the compensation, including benefits, of the Executive Director (or other chief executive officer), Treasurer, and chief financial officer (if other than the Treasurer) to ensure that such compensation is just and reasonable and given in return for services actually rendered to this corporation. This review and approval shall occur upon the hiring of the officer, whenever the officer’s term of employment (if any) is renewed or extended, and whenever the officer’s compensation is modified (unless the modification extends to substantially all employees).

 

Section 5.13 Advisory Directors. The President shall be authorized to appoint individuals to serve as “Advisory Directors”, for terms running until the end of such President’s term as President, subject to any decisions by the Board regarding the composition of the same. Advisory Directors shall not be Directors of this corporation and shall not have the rights or obligations of Directors as specified in these Bylaws or in the Corporations Code. Advisory Directors will generally be permitted to attend and participate in Board meetings; provided, however, that the Board has the authority to meet at any time without the Advisory Directors (or any other non-Directors) present as desired.

 

ARTICLE VI MEETINGS OF THE BOARD

Section 6.1 Place of Meeting. Meetings of the Board shall be held at any place within or outside the State of California that has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal office of this corporation.

 

Section 6.2 Annual Meetings. The Board shall hold an annual meeting for the purposes of organization, the selection of officers, and the transaction of other business. Annual meetings of the Board shall be held without call or notice on such date and time as is set by the Board. 

 

Section 6.3 Regular Meetings. Regular meetings, in addition to the annual meeting, of the Board may be held on such dates and at such times as may be fixed from time to time by the Board. 

 

Section 6.4 Special Meetings.

    (a)     Special meetings of the Board for any purpose or purposes may be called at any time by the President or any five (5) Directors.

    (b)     Notice of the date, time, and place of special meetings shall be given to each Director by (i) personal delivery of oral or written notice; (ii) first-class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or electronic transmission, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; (iv) fax; (v) email; or (vi) other electronic means. Any such notice shall be addressed or delivered to each Director at such Director’s address, phone number, fax number, or email address as it is shown upon the records of this corporation or as may have been given to this corporation by the Director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Board are regularly held. Any notice sent by electronic means must be in compliance with Section 10.14 of these Bylaws.

    (c)     Notice of a special meeting sent by first-class mail shall be deposited in the United States mails at least four (4) days before the time set for the meeting. Notice of a special meeting given personally or by telephone, fax, electronic transmission, or other similar means of communication, shall be delivered, telephoned, or otherwise sent, as appropriate, at least forty-eight (48) hours before the time set for the meeting.

    (d)     Notice of a special meeting shall state the time and date of the meeting and the place, if the place is other than this corporation’s principal office. The notice does not need to specify the purpose of the meeting.

 

Section 6.5 Quorum. A majority of the number of Directors then in office constitutes a quorum of the Board for the transaction of business, except to adjourn as provided in Section 6.10 of these Bylaws. However, under no circumstances shall a quorum be less than the greater of (a) one-fifth (1/5) of the minimum number of authorized Directors, or (b) two (2). Every action taken or decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board, except as otherwise set forth in these Bylaws and subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to (a) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (b) approval of certain transactions between corporations having common directorships, (c) creation of and appointments to committees of the Board, and (d) indemnification of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of any Director(s) from that meeting, if any action taken is approved by at least a majority, or such higher standard as is required by these Bylaws or by the California Nonprofit Public Benefit Corporation Law for a specific action of the Board, of the required quorum for such meeting.

 

Section 6.6 Voting. Each Director present shall be entitled to one vote on each matter placed before a meeting. No Director may vote by proxy. 

 

Section 6.7 Participation in Meetings by Telephone or Video. Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all Directors participating in such meeting are able to hear one another. Participation in a meeting through use of electronic transmission by or to this corporation, other than conference telephone and electronic video screen communication, constitutes presence in person at that meeting if each Director can communicate with all of the other Directors concurrently and each Director is provided the means of participating in all matters before the Board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by this corporation.

 

Section 6.8 Waiver of Notice. Notice of a meeting need not be given to any Director who, either before or after the meeting, provides a signed waiver of notice; signs a written consent to the holding of the meeting or an approval of the minutes of the meeting; or attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. Any such waiver of notice does not need to specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

 

Section 6.9 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors consent, individually or collectively, in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board and the written consent or consents shall be filed with the minutes of the proceedings of the Board. For purposes of this Section only, “all Directors” shall not include any “interested director” as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law or a “common director” as described in Section 5234 of the California Nonprofit Public Benefit Corporation Law who abstains in writing from providing consent, when (a) the facts described in Section 5233(d)(1) or (d)(2) are established or the provisions of Section 5234(a) are satisfied, as appropriate, at or before the execution of the written consent or consents; (b) the establishment of those facts or satisfaction of those provisions is included in the written consent or consents executed by the noninterested or noncommon directors or in other records of this corporation; and (c) the noninterested or noncommon directors approve the action by a vote that is sufficient without counting the votes of the interested directors or common directors.

 

Section 6.10 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. At the adjourned meeting, the Board may transact any business that may have been transacted at the original meeting.

 

Section 6.11 Conduct of Meetings. Meetings of the Board shall be presided over by the President, or, if there is no President or the President is absent, the Vice President or, if the President and Vice President are both absent, by a chairperson of the meeting chosen by a majority of the Directors present at the meeting. The Secretary shall, if present, ensure that minutes of any meeting of the Board are recorded and maintained. 

 

ARTICLE VII OFFICERS

Section 7.1 Officers. The officers of this corporation shall be a President, a Vice President, a Secretary, a Treasurer, and a Delegate (the “Required Officers”). This corporation may also have, at the discretion of the Board, an Executive Director and such other officers as may be elected or appointed in accordance with the provisions of Section 7.3 of these Bylaws. The Required Officers must be selected from among the Directors; other officers may, but need not be, selected from among the Directors. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve concurrently as either Executive Director or President.

 

Section 7.2 Election. The officers of this corporation, except for the President, the Delegate, those officers employed for compensation by this corporation, and such officers as may be elected or appointed in accordance with the provisions of Section 7.3 or Section 7.5 of these Bylaws, shall be elected by the Board at the first Board meeting following the annual meeting of the Organization Members for terms of approximately one (1) year, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected. All officers of this corporation shall serve at the pleasure of the Board.

    (a)     The individual elected to serve as Vice President in an odd-numbered year shall automatically serve as the President the following year, taking office as President immediately upon a successor Vice President taking office and serving for a term of approximately two (2) years and shall continue to serve until a successor has been elected and qualified, unless they have earlier resigned or been removed from office. 

    (b)     Immediately upon the Vice President taking office as President as specified above, the individual who had been holding the office of President immediately before shall automatically serve as the Delegate for a term of approximately two (2) years and shall continue to serve until a successor has been elected and qualified, unless they have earlier resigned or been removed from office.

    (c)     If the individuals who would be entitled to automatically serve as either President or Delegate as set forth above decline to so serve or otherwise become ineligible to serve on the Board before or during their term in their respective office, the Board shall elect individuals to serve in such officer position(s) from among the current Directors. 

 

Section 7.3 Other Officers. The Board may elect, and may empower the President and/or Executive Director to appoint, such other officers as the business of this corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as provided in these Bylaws or as the Board may from time to time determine.

 

Section 7.4 Removal and Resignation.

    (a)     Without prejudice to the rights of any officer under an employment contract, any officer may be removed, either with or without cause, by a vote of at least two-thirds (2/3) of the Directors then in office at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

    (b)     Any officer may resign at any time by giving written notice to the Board, Executive Director, or Secretary of this corporation, but without prejudice to the rights, if any, of this corporation under any contract to which the officer is a party. Any such resignation shall take effect on the date such notice is received or at any later time specified therein. Unless specified otherwise in the notice, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 7.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled as it occurs in the manner prescribed in these Bylaws for election or appointment to such office; provided, however, that such selection may be made immediately and need not be made on an annual basis. Each officer so selected to fill a vacancy shall hold office until the expiration of the term of the officer whom such person replaced and shall continue to serve until a successor has been elected and qualified.

 

Section 7.6 President. The President shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time prescribed by the Board. If there is no Executive Director (including one serving on an interim basis), the President shall be the general manager and chief executive officer of this corporation and shall have the powers and duties of the Executive Director set forth in these Bylaws.

 

Section 7.7 Executive Director. The Executive Director is the general manager and chief executive officer of this corporation and has, subject to the control of the Board, general supervision, direction, and control of the business, activities, and employees of this corporation. The Executive Director has the general powers and duties of management usually vested in the office of president and general manager of a corporation and such other powers and duties as may be prescribed by the Board. The Executive Director shall be responsible to the Board, shall see that the Board is advised on all significant matters of this corporation’s business, and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall be empowered to act, speak for, or otherwise represent this corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the Articles and these Bylaws. The Executive Director shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board.

 

Section 7.8 Vice President. In the absence or disability of the President, and subject to any limitations imposed by the Board, the Vice President is appointed to and shall perform all the duties of the President. When so acting, the Vice President shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for the Vice President by the Board.

 

Section 7.9 Secretary. The Secretary shall keep, or cause to be kept, at the principal office of this corporation or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board and any committees thereof. The minutes of meetings shall include the time and place that the meeting was held; whether the meeting was regular or special, and, if special, how it was authorized; the notice given, if any; the names of the persons present at the meeting; and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the principal office of this corporation in the State of California, the original or a copy of this corporation’s Articles and Bylaws, as amended to date, which shall be open to inspection by the Organization Members at all reasonable times during office hours. If this corporation has no business office in California, the Secretary shall, on the written request of any Organization Member, furnish to that Organization Member a copy of the Articles and Bylaws, as amended to date. The Secretary shall give, or cause to be given, notice of all meetings of the Board and any committees thereof required by these Bylaws or by law to be given. The Secretary shall also have such other powers and duties as may from time to time be prescribed to the Secretary by the Board, the President, or the Executive Director.

 

Section 7.10 Treasurer. The Treasurer shall review the financial records of this corporation, serve as the main liaison between the Board and the staff on financial matters, and shall be a member of the Budget Committee, if any. If there is no other individual serving as chief financial officer of this corporation, the Treasurer shall be the chief financial officer. The Treasurer shall have such other powers and perform such other duties as from time to time may be prescribed for the Treasurer by the Board. 

 

Section 7.11 Delegate. The Delegate shall be this corporation’s representative and shall cast votes on behalf of this corporation at all meetings of the USTA as set forth in the USTA Bylaws. When acting as this corporation’s representative, the Delegate shall be required to vote on matters in the manner directed by the Board. The Delegate shall render reports to the Board and this corporation regarding the activities of the USTA and shall act as this corporation’s representative to the USTA with respect to policy matters.

 

Section 7.12 Duties May be Delegated. In case of the absence of any officer of this corporation, or for any other reason that the Board may deem sufficient, the Board may delegate, for a specified period of time, all or part of the powers or duties of such officer to any other officer or to any Director.

 

ARTICLE VIII COMMITTEES

Section 8.1 Committees of the Board. The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees that include only Directors and have a minimum of two (2) members, which committees shall serve at the pleasure of the Board (“Committees of the Board”). Appointments to Committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any Committee of the Board, who may replace any absent member at any meeting. Any member of any Committee of the Board may be removed, with or without cause, at any time by the Board. The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Committee of the Board, increase or decrease (but not below two (2)) the number of members of a Committee of the Board, and fill vacancies in a committee. Any such Committee of the Board shall have all the authority of the Board, to the extent provided in the Board resolution, except with respect to:

    (a)     The establishment of the exact number of authorized Directors within the range specified in Section 5.3 of these Bylaws;

    (b)     The approval of any action for which the California Nonprofit Public Benefit Corporation Law also requires approval of the Organization Members or approval of a majority of all Organization Members;

    (c)     The filling of vacancies on the Board or on any Committee of the Board;

    (d)     The fixing of compensation of the Directors for serving on the Board or any Committee of the Board;

    (e)     The amendment of the Articles;

    (f)      The amendment or repeal of these Bylaws or the adoption of new or restated Bylaws;

    (g)     The amendment or repeal of any resolution of the Board that, by its express terms, is not so amendable or repealable;

    (h)     The creation of other Committees of the Board or appointment of members to any Committee of the Board;

    (i)      The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected;

    (j)      The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the California Nonprofit Public Benefit Corporation Law, except as provided in Section 5233(d)(3); or

    (k)     The merger, reorganization, voluntary dissolution, or disposition of substantially all of the assets of this corporation.

 

The Board shall have the power to prescribe the manner in which proceedings of any such Committee of the Board shall be conducted. In the absence of any such prescription, such Committee of the Board shall have the power to prescribe the manner in which its proceedings shall be conducted, although a majority of the current number of members of the Committee of the Board shall constitute a quorum. Unless the Board or such Committee of the Board shall otherwise provide, the regular and special meetings and other actions of any such Committee of the Board shall be governed by the provisions of Article VI of these Bylaws applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each Committee of the Board and shall be filed with the corporate records.

 

Section 8.2 Executive Committee. The Executive Committee shall be a standing Committee of the Board composed of the President, Vice President, Secretary, Treasurer, and Delegate. Except for the power to amend the Articles and these Bylaws, and subject to the limitations set forth in Section 8.1 of these Bylaws and by resolution of the Board, the Executive Committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of this corporation to address matters of urgency in the intervals between meetings of the Board, subject to the direction and control of the Board. All actions of the Executive Committee shall be reported to the full Board at the next duly scheduled Board meeting. The President shall serve as chair of the Executive Committee.

 

Section 8.3 Committees of the Corporation. The Board may from time to time create advisory committees and other committees that are not Committees of the Board (collectively, “Committees of the Corporation”) as deemed appropriate, consisting of Directors or persons who are not Directors, but such Committees of the Corporation shall not be deemed Committees of the Board and shall not exercise any powers of the Board. Committees of the Corporation may be delegated with implementation of certain specified tasks under the direction and control of the Board. A majority of the current number of members of each Committee of the Corporation shall constitute a quorum for purposes of that Committee transacting business. Notice of, and procedures for, meetings of Committees of the Corporation shall be as prescribed by the chair of each such committee, and meetings of any Committee of the Corporation may be called by the President, the Board, the Executive Director, or the chair of the Committee of the Corporation. The President shall be authorized to appoint the members and chairpersons of all Committees of the Corporation, for terms running until the end of such President’s term as President, subject to any decisions by the Board regarding the composition of the same. 

 

Section 8.4 Nominating Committee. The Nominating Committee shall be a standing Committee of the Corporation composed of between three (3) and five (5) members appointed for terms of approximately (1) year by the President by no later than May 1 of each year for terms running until the end of such President’s term as President. The Nominating Committee shall have the responsibility related to the nominations process for Directors as set forth in Section 5.5, and shall have such other responsibilities and obligations as established by the Board. 

 

Section 8.5 Audit Committee. This corporation shall have an Audit Committee for any tax year in which it is required under Section 12586(e)(2) of the California Government Code (generally when it has gross revenues of two million dollars ($2,000,000.00) or more, exclusive of grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received).

    (a)     The Audit Committee shall be separate from the Budget Committee (or any other committee serving as a finance committee, regardless of name), if any. The Audit Committee’s members shall be appointed by the Board and may include both Directors and persons who are not Directors, subject to the following limitations: (i) the Audit Committee may not include any member of the staff or the Executive Director, President, Treasurer, or chief financial officer; (ii) the chair of the Audit Committee may not be a member of the Budget Committee, if any; (iii) members of the Budget Committee shall constitute less than one-half (1/2) of the membership of the Audit Committee; (iv) Audit Committee members who are not Directors may not receive compensation greater than the compensation paid to Directors for their board service, if any; and (v) Audit Committee members shall not have a material financial interest in any entity doing business with this corporation. 

    (b)     The Audit Committee shall (i) recommend to the Board the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor; (ii) negotiate the compensation of the auditor on behalf of the Board (if so authorized by the Board); (iii) confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order; (iv) review and determine whether to accept the audit; and (v) approve performance of any non-audit services provided to this corporation by the auditor’s firm after assuring that they conform with standards of auditor independence.

 

ARTICLE IX INDEMNIFICATION

Section 9.1 Definitions. For the purposes of this Article IX, “agent” means any person who is or was a Director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Sections 9.4 or 9.5(c) of these Bylaws.

 

Section 9.2 Indemnification in Actions by Third Parties. This corporation shall, to the maximum extent of the law, indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this corporation to procure a judgment in its favor, an action brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust), by reason of the fact that such person is or was an agent of this corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such person in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of this corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

 

Section 9.3 Indemnification in Actions by or in the Right of this Corporation. This corporation shall, to the maximum extent of the law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of this corporation, or brought under Section 5233 of the California Nonprofit Public Benefit Corporation Law, or brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust, to procure a judgment in this corporation’s favor by reason of the fact that such person is or was an agent of this corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section:

    (a)     In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to this corporation in the performance of such person’s duty to this corporation, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

    (b)     Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or

    (c)     Of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.

 

Section 9.4 Indemnification Against Expenses. To the extent that an agent of this corporation has been successful on the merits in defense of any proceeding referred to in Section 9.2 or Section 9.3 of these Bylaws or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

 

Section 9.5 Required Determination. Except as provided in Section 9.4 of these Bylaws, any indemnification under this Article IX shall be made by this corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 9.2 or Section 9.3 of these Bylaws, by:

    (a)     A majority vote of a quorum consisting of Directors who are not parties to such proceeding; 

    (b)     Approval of the Organization Members, with the persons to be indemnified not entitled to vote thereon; or

    (c)     The court in which such proceeding is or was pending upon application made by this corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this corporation.

 

Section 9.6 Advance of Expenses. Expenses incurred by a person seeking indemnification under this Article IX in defending any proceeding covered by this Article IX may be advanced by this corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article IX.

 

Section 9.7 Other Indemnification. No provision made by this corporation to indemnify its Directors or officers or its subsidiary’s directors or officers for the defense of any proceeding, whether contained in the Articles, these Bylaws, a resolution of Organization Members or Directors, an agreement, or otherwise, shall be valid unless consistent with this Article IX. Nothing contained in this Article IX shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

 

Section 9.8 Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article IX, except as provided in Section 9.4 or 9.5(c) of these Bylaws, in any circumstances where it appears:

    (a)     That it would be inconsistent with a provision of the Articles, these Bylaws, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

    (b)     That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

 

Section 9.9 Insurance. This corporation shall have the power, and shall use its best efforts, to purchase and maintain insurance on behalf of any agent of this corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this corporation would have the power to indemnify the agent against such liability under the provisions of this Article IX; provided, however, that this corporation shall have no power to purchase and maintain such insurance to indemnify any agent of this corporation for a violation of Section 5233 of the California Nonprofit Public Benefit Corporation Law.

 

Section 9.10 Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article IX does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person’s capacity as such, even though such person may also be an agent of this corporation as defined in Section 9.1 of these Bylaws. This corporation shall have the power to indemnify such trustee, investment manager or other fiduciary to the extent permitted by subdivision (f) of Section 5140 of the California Nonprofit Public Benefit Corporation Law.

 

ARTICLE X OTHER PROVISIONS

Section 10.1 Amendments. These Bylaws may be amended or repealed by (a) the approval of at least two-thirds (2/3) of the Directors present at a duly held meeting at which a quorum has been established or by the unanimous written consent of the Board; or (b) approval of at least two-thirds (2/3) of the voting power of the Organization Members present at a duly held meeting at which a quorum has been established or by written ballot. If any provision of these Bylaws requires the vote of a larger proportion of the Board or of the Organization Members than is otherwise required by law, that provision may not be altered, amended, or repealed except by that greater vote. Notwithstanding the foregoing, the following types of Bylaws amendments shall require approval of the Organization Members

    (a)     Any amendment that would materially and adversely affect the rights of Organization Members as to voting or transfer;

    (b)     Any amendment that changes the stated minimum or maximum number of authorized Directors or changes from a fixed number of Directors to a variable number of Directors or vice versa;

    (c)     Any amendment that increases the term length or the number of consecutive terms that a Director may serve;

    (d)     Any amendment that increases the quorum requirement for meetings of the Organization Members;

    (e)     Any amendment that repeals, restricts, creates, or expands proxy rights of an Organization Member;

    (f)     Any amendment that authorizes, repeals, or amends cumulative voting rights in an election of Directors; and

    (g)     Any amendment that allows any Director to hold office by designation or selection rather than by election by the Organization Members.

 

Section 10.2 Proposal of Amendments to Bylaws. Proposed amendments to the Bylaws may be submitted to this corporation by (a) the Board, (b) Constitution and Rules Committee, if any, or (c) written petition signed by Organization Members representing at least ten percent (10%) of the total voting power of the Organization Members. The Board shall determine whether any proposed amendments to these Bylaws require approval of the Organization Members as set forth in Section 10.1 and shall determine when and how to present any proposed amendments to these Bylaws for a vote. 

 

Section 10.3 Maintenance of Corporate Records. This corporation shall keep the following:

    (a)     Adequate and correct books and records of account; 

    (b)     Minutes of the proceedings of its Organization Members, Board, and committees of the Board; and

    (c)     A record of each Organization Member’s name, address, and class of membership.

 

The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.

 

Section 10.4 Maintenance and Inspection of Articles and Bylaws. This corporation shall keep at its principal California office the original or a copy of the Articles and Bylaws, as amended to the current date, which shall be open to inspection by the Organization Members at all reasonable times during office hours. If the corporation has no business office in California, the Secretary shall, on the written request of any Organization Member, furnish to that Organization Member a copy of the Articles and Bylaws, as amended to the current date.

 

Section 10.5 Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing and any assignment or endorsement thereof may be signed by any person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent, or employee of this corporation shall have any power or authority to bind this corporation by any note, mortgage, evidence of indebtedness, contract, conveyance, or engagement, or to pledge its credit or to render it liable for any purpose or amount. 

 

Section 10.6 Representation of Shares of Other Corporations. The Executive Director or any other officer or officers authorized by the Board or by the Executive Director are each authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

 

Section 10.7 Contracts with Directors. No Director of this corporation nor director of any other corporation, firm, association, or other entity in which one or more of this corporation’s Directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts regarding that Director’s financial interest in such contract or transaction or regarding such common directorship, officership, or financial interest are fully disclosed in good faith to the Board or are otherwise known to all Directors, prior to the Board’s consideration of such contract or transaction, and such full disclosure or prior knowledge is noted in the minutes of the Board meeting; (b) such contract or transaction is authorized in good faith by a majority of the Directors by a vote sufficient for that purpose without counting the vote(s) of the interested Director(s); (c) before authorizing or approving the transaction, the Board considers and in good faith decides after reasonable investigation that this corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) this corporation enters into the transaction for its own benefit and the transaction is fair and reasonable to this corporation at the time it is entered into. Such a transaction may be approved by a Committee of the Board so authorized by the Board, rather than by the Board, only if (a) the Committee of the Board approves the transaction in accordance with the standards set forth preceding sentence; (b) it is not reasonably practicable to obtain approval of the Board prior to entering into such a transaction; and (c) the Board, after determining in good faith that both (a) and (b) are satisfied, ratifies the transaction at its next meeting by a vote of the majority of the Directors then in office without counting the vote of the interested Director(s). This Section does not apply to a transaction that is part of a public or charitable program of this corporation if it (a) is approved or authorized by this corporation in good faith and without unjustified favoritism, and (b) results in a benefit to one or more Directors or their families because they are in the class of persons intended to be benefited by the public or charitable program of this corporation.

 

Section 10.8 Loans to Directors and Officers. This corporation shall not lend any money or property to or guarantee the obligation of any Director or officer of this corporation without the approval of the California Attorney General; provided, however, that this corporation may advance money to a Director or officer of this corporation for expenses reasonably anticipated to be incurred in the performance of their duties if that Director or officer would be entitled to reimbursement for such expenses by this corporation.

 

Section 10.9 Annual Report. The Board shall cause a written annual report to be sent to the Organization Members and Directors within one hundred and twenty (120) days after the end of this corporation’s fiscal year. The annual report shall be accompanied by a report on this corporation of independent accountants or, if there is no such report, by the certificate of an authorized officer of this corporation that the financial statements included in the annual report were prepared without audit from this corporation’s books and records. The annual report shall contain the following information, in appropriate detail, for the fiscal year

    (a)     The assets and liabilities, including the trust funds, of this corporation as of the end of the fiscal year;

    (b)     The principal changes in assets and liabilities, including the trust funds, of this corporation;

    (c)     The revenue or receipts of this corporation, both unrestricted and restricted to particular purposes;

    (d)     The expenses or disbursements of this corporation for both general and restricted purposes; and

    (e)     Any information required by Section 10.10 of these Bylaws.

 

The requirement of an annual report as set forth in this Section shall not apply if this corporation receives less than twenty-five thousand dollars ($25,000.00) in gross receipts during the fiscal year, provided, however, that the information specified in this Section for inclusion in an annual report must be furnished annually to all Directors and to any Organization Member who requests it in writing. If the Board approves, this corporation may send the annual report and any accompanying material sent pursuant to this Section by electronic transmission. If a report sent to the Attorney General in compliance with the requirements of Government Code Section 12580 through 12599.7 includes the information required in the annual report, then this corporation may furnish a copy of its report to the Attorney General in lieu of the annual report whenever it is required to furnish an annual report.

 

Section 10.10 Annual Statement of Certain Transactions and Indemnifications. As part of the annual report to all Organization Members and Directors, or as a separate document if no annual report is issued, this corporation shall annually prepare and mail or furnish to each Director and Organization Member, within one hundred and twenty (120) days after the end of this corporation’s fiscal year, a statement of any transaction or indemnification of the following kind occurring during the previous fiscal year:

    (a)     Any transaction (i) in which this corporation, its parent, or its subsidiary was a party, (ii) in which an “interested person” had a direct or indirect material financial interest and (iii) which involved more than fifty thousand dollars ($50,000.00), or was one of several transactions with the same interested person involving, in the aggregate, more than fifty thousand dollars ($50,000.00). The statement shall include a brief description of the transaction, the names of interested persons involved, their relationship to this corporation, the nature of their interest in the transaction, and, if practicable, the amount of that interest, provided that if the transaction was with a partnership in which the interested person is a partner, only the interest of the partnership need be stated.

For the purposes of this Section, an “interested person” is either of the following: (i) any Director or officer of this corporation, its parent, or its subsidiary or (ii) any holder of more than ten percent (10%) of the voting power of this corporation, its parent, or its subsidiary.

    (b)     Any indemnifications or advances aggregating more than ten thousand dollars ($10,000.00) paid during the fiscal year to any Director or officer of this corporation under Article IX of these Bylaws.

 

Section 10.11 Financial Audit. This corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of two million dollars ($2,000,000.00) or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Any audited financial statements obtained by this corporation, whether or not required by law, shall be made available for inspection by the Attorney General and by the general public within nine (9) months after the close of the fiscal year to which the statements relate. For three (3) years, such statements shall (a) be available at this corporation’s principal, regional and district offices (if any) during regular business hours and (b) be made available either by mailing a copy to any person who so requests in person or in writing, or by posting them on this corporation’s website.

 

Section 10.12 Fiscal Year. The fiscal year of this corporation shall end on December 31.

 

Section 10.13 Construction and Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

 

Section 10.14 Electronic Transmission. Subject to any guidelines and procedures that the Board may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means and may include electronic transmissions, such as fax or email, provided the requirements set forth in this Section are complied with.

    (a)    An electronic transmission by this corporation shall be valid only if:

            (1)     Delivered by (i) fax or email when directed to the fax number or email address, respectively, for that recipient on record with this corporation; (ii) posting on an electronic message board or network that this corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (iii) other means of electronic communication;

            (2)     To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and

            (3)     That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

    (b)     An electronic transmission to this corporation shall be valid only if:    

            (1)     Delivered by (i) fax or email when directed to the fax number or email address, respectively, which this corporation has provided from time to time to Organization Members and Directors for sending communications to this corporation, (ii) posting on an electronic message board or network which this corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (iii) other means of electronic communication;

            (2)     As to which this corporation has placed in effect reasonable measures to verify that the sender is the Organization Member or Director purporting to send the transmission; and

            (3)     That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.