Last Updated April 21, 2011
AMENDED AND RESTATES BY-LAWS OF THE CAPITAL AREA TENNIS ASSOCIATION
ARTICLE I. NAME, LOCATION AND OBJECT OF CORPORATION
Section 1.Name. The name of this corporation (“CATA” or the “Corporation”) is “The Capital Area Tennis Association.”
Section 2. Location. The location and principal office of the Corporation shall be in the City of Austin, County of Travis, Texas or at such other place as shall be designated by the Board of Directors.
Section 3. Object. The objects of the Corporation are set forth in the Certificate of Formation (or Articles of Incorporation) filed under the Texas Business Organizations Code or any predecessor act. This Corporation is not organized for business purposes nor pecuniary profit, and no part of the net earnings shall inure to the benefit of any Member or Officer, but shall inure exclusively to the benefit of the Corporation for the accomplishment of its purposes, which may include, but are not limited to, the following:
(a) Compiling and publishing of a roster of active members of the Corporation.
(b) Preparing and distributing of regular news communications on the activities of members, events sponsored by the Corporation and related tennis activities.
(c) Conducting educational clinics, demonstration matches and other educational activities designed to promote interest in tennis and proficiency in participation.
(d) Conducting competitive tennis events among members, members and guests, and such other persons as may elect to participate under conditions established by the Corporation.
(e) Conducting exhibitions and other special events designed to raise funds for the purposes of the Corporation.
(f) Promoting publicly sponsored tennis activities and provision of tennis facilities on public grounds by governmental agencies including the city, county, school districts and colleges in the community. (g) Providing advisory consultation services to public officials charged with the development of facilities and conduct of tennis activities.
ARTICLE II. MEMBERSHIP
Section 1. Members. There shall be three (3) classes of membership available for persons who have evidenced an interest in the purposes and activities of the Corporation and who pay annual dues appropriate to their classification:
(a) Regular Members. Natural persons age 19 years or over.
(b) Junior Members. Natural persons under 19 years of age.
(c) Family Memberships. Open to two or more immediate members of a single family (one or two parents and/or their child and/or children).
In addition, persons who compete in CATA sponsored leagues or the CAPTA/CATA Junior Tour will become Members (Regular or Junior, as applicable) of the Corporation and have the membership dues waived for the year in which such person competes in a CATA sponsored league or the CAPTA/CATA Junior Tour.
Section 2. Honorary Members. Honorary membership may be extended by action of the Board of Directors to persons as individuals or as representatives of companies, organizations or other entities whose outstanding contributions to the Corporation, tennis in general or to the purposes of the Corporation in particular may be recognized by their election to honorary membership status.
Section 3. Membership Privileges.
(a) All Regular, Junior and Family Members in good standing shall receive the regular publications of the Corporation, and all such Members (except companies, corporations or other entities) shall be eligible to participate in all CATA sponsored activities (subject to limitations on group participation such as age, gender or degree of skill).
(b) All Regular and Family Members (one vote per Family membership) in good standing shall be entitled to vote on matters submitted to a vote of the Members and entitled to receive notice of the Annual Meeting of Members and any special meetings of the Members duly called as provided herein.
(c) All Regular Members in good standing shall be eligible to be elected to the Board of Directors or to hold office in the Corporation, each as subject to the procedures set forth in these Bylaws.
Section 4. Annual Dues. All Members, except Honorary Members, shall be required to remit annual dues to the Corporation at the time and in the amounts to be set annually by the Board of Directors of the Corporation. Any Member not remitting payment for the annual dues attendant to such Member’s membership level within thirty (30) days of the due date established by the Board of Directors shall be deemed to be “not in good standing,” shall not be entitled to the privileges or rights as a Member of the Corporation and shall be subject to sanction, suspension or expulsion as provided herein.
ARTICLE III. CONDUCT OF BUSINESS
Section 1. Board of Directors. The Corporation shall be governed by a Board of Directors, the members of which shall be elected by the Members of the Corporation at the Annual Meeting of Members. The size of the Board, which shall not be less than three (3), shall be set by resolution of the Board of Directors. The Board of Directors shall be classified such that, at each Annual Meeting of the Members, approximately one-third (rounded downward as necessary) of the Directors shall be elected by the Regular and Family Members (one vote per Family membership) in good standing. Each member of the Board of Directors shall serve a 3-year term and may serve any number of consecutive terms as a member of the Board of Directors.
Section 2. Qualifications of Directors. Directors shall be Regular or Family Members (age 19 or older) in good standing, a resident of the State of Texas and shall have been approved by the Nominating Committee (or the Board of Directors if no Nominating Committee is formed) from nominations submitted to the Secretary of the Corporation pursuant to the procedures described below. In the event a Director ceases to be a Member in good standing or a resident of the State of Texas, then such Director shall be deemed to have been disqualified from serving as a Director and the Board of Directors may take actions to fill the vacancy resulting therefrom in the manner contained herein. A disqualified Director may be re-appointed to the Board of Directors if the circumstances relating to such disqualification are cured. The participation in any action by a disqualified Director where the disqualification (or the circumstances relating thereto) is not known to the Board of Directors at the time of the action shall not affect the validity of the action taken by the Board of Directors.
Section 3. Election of Directors. Directors shall be elected by vote of the Members at the Annual Meeting of Members in accordance with the procedures and processes set forth herein.
Section 4. Ex-Officio Directors. In addition, the President may appoint, as ex-officio members of the Board of Directors, up to two Junior Members to serve a one-year term concurrent with the term of office of the President, subject to the approval of the Board of Directors (the “Presidential Appointees”). Such Presidential Appointees must be at least 16 years of age and in good standing. The Presidential Appointees, shall be considered as ex-officio members of the Board of Directors during their tenure, serving at the pleasure of the President; provided, however, notice of meetings of the Board of Directors shall not be required to be given to such Presidential Appointees and the Presidential Appointees shall have no vote on any matter submitted to the Board of Directors. Presidential Appointees may receive and attend meetings of the Board of Directors at the discretion of the President.
Section 5. Regular Meetings. The Board of Directors shall meet at least six (6) times per calendar year. The meetings may be held either within or without the State of Texas and shall be held at the Corporation’s principal office in Texas if the resolution does not specify the location of the meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings. If the Board fails to adopt resolutions scheduling the regular meeting, the Secretary of the Corporation shall give at least forty-eight (48) hours prior notice of the meeting date which notice shall specify the date, time and place of such regular meeting.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any two directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place within Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the directors as required in the Bylaws.
Section 7. Notice. Written or printed notice, which shall include notice sent via electronic mail, of any special meeting of the Board of Directors shall be delivered to each Director not less than forty-eight (48) hours before the time of the special meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the purpose or purposes for which the meeting is called.
Section 8. Quorum. A majority of the directors then constituting the Board of Directors shall constitute a quorum for the transaction of business at any meeting duly called and held. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is not present at any time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time (no later than twenty-four (24) hours after the adjournment) without further notice.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors due to the resignation, removal, death or disability of a director may be filled by action of the remaining directors, though less than a quorum, or by the sole remaining director. Any director selected to fill such vacancy shall be elected for the unexpired term of the predecessor in office. A vacancy in the Board of Directors occurring because of an increase in the number of directors shall be filled by election at the Annual Meeting of Members or at a special meeting of the Members called for that purpose.
Section 10. Actions of Board of Directors. The vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or these Bylaws. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors. A director may not act by proxy.
Section 11. Duties of Directors. Directors shall discharge their duties, including any duties as members of a committee of the Board of Directors, in good faith, with ordinary care, and in a manner they reasonably believe to be in the best interest of the Corporation. Ordinary care is care that ordinarily prudent person in similar positions would exercise under similar circumstances. In the discharge of any duty imposed or power conferred on directors, they may in good faith rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person that were prepared or presented by a variety of person, including Officers or employees of the Corporation, professional advisors or experts such as accountants or legal counsel. A director is not relying in good faith if the director has knowledge concerning a matter in question that renders reliance unwarranted.
Directors are not deemed to have the duties of trustees of a trust with respect to the Corporation or with respect to any property held or administered by the Corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
Section 12. Interested Transactions. Contracts or transactions between directors, Officers, or Members who have a financial interest in the matter are not void or voidable solely for that reason. Nor are they void or voidable solely because the director, Officer, or Member is present at or participates in the meeting that authorizes the contract or transaction, or solely because the interested party’s votes are counted for the purpose; however, the material facts must be disclosed to or known by the Board of Directors or committee thereof authorizing the transaction, and adequate approval from disinterested parties must be obtained.
Section 13. Compensation of Directors. Directors shall not receive salaries for their services as such; however, a director may serve the Corporation in any other capacity and receive compensation for those services in accordance with the customary operating practices of the Corporation.
Section 14. Action of Board of Directors Without A Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and without notice if all the Directors consent to the action in writing or by electronic transmission. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors at a meeting duly called and held.
Section 15. Removal of Directors. A director may be removed at any time with or without cause for any reason by vote of the Members, either at an Annual Meeting of Members or a special meeting called for that purpose. A meeting to consider the removal of a director may be called and noticed provided that the notice of such meeting shall state that the issue of possible removal of the director will be on the agenda. The director shall have the right to present evidence at the meeting as to why he or she should not be removed. At the meeting, the Corporation shall consider possible arrangements for resolving the problems that are in the mutual interest of the Corporation and the director.
ARTICLE IV. OFFICERS
Section 1. Election of Officers. No later than the next regularly scheduled meeting of the Board of Directors following the date of the Annual Meeting of Members, the Board of Directors shall elect, from the members of the Board of Directors, the President, Vice President, Treasurer and Secretary of the Corporation. Such Officers shall hold such offices for a term of one year (effective with the start of the calendar year immediately following the most recent Annual Meeting of Members) and/or until the election of their respective successors. Should any Officer fail to attend three (3) consecutive regular or special meetings of the Board of Directors, or is otherwise unable or unwilling to perform the duties of his/her office, the Board of Directors may declare such office vacant and the Board of Directors may elect another person (from among the members of the Board of Directors) to serve the unexpired term of such Officer. Such action shall be deemed to constitute a removal of the Officer affected. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time with or without cause. Any person may be appointed and hold more than one office; provided, however, no person shall simultaneously hold the offices of President and Secretary, either on a full-time or interim basis.
Section 2. Officers. The day-to-day business of the Corporation shall be conducted by the Officers of the Corporation and the general duties and responsibilities of such Officers shall be as follows:
(a) PRESIDENT. The President shall be the principal officer of the Corporation. The President shall supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the Board of Directors and the Members and shall present at the Annual Meeting of Members a report of the activities of the Corporation since the last Annual Meeting of Members. The President shall designate standing committees of the Corporation, shall appoint chairpersons of such committees and act as an ex-officio, non-voting member of each such committee. The President shall assign duties to the various officers of the Corporation, as appropriate. The President may execute any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed. However, unless specifically authorized by the Board of Directors, the President may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the Bylaws, or statute. The President shall perform other duties prescribed by the Board of Directors and all duties incident to the office of President.
(b) VICE PRESIDENT. When the President is absent, is unable to act, or refuses to act, the Vice President shall perform the duties of the President. When the Vice President acts in place of the President, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform other duties as assigned by the President or Board of Directors.
(c) SECRETARY. The Secretary shall:
(i) give all notices as provided in these Bylaws or as required by law;
(ii) take minutes of the meetings of the Members and of the Board of Directors and keep the minutes as part of the corporate records;
(iii) maintain custody of the corporate records and of the seal of the Corporation;
(iv) affix the seal of the Corporation to all documents as authorized;
(v) keep a register of the mailing address of each Member, director, Officer, and employee of the Corporation;
(vi) Perform duties as assigned by the President or by the Board of Directors; and
(vii) Perform all duties incident to the office of Secretary.
(d) TREASURER. The Treasurer shall:
(i) have charge and custody of and be responsible for all funds and securities of the Corporation;
(ii) receive and give receipts for moneys due and payable to the Corporation from any source;
(iii) deposit all moneys in the name of the Corporation in banks, trust companies, or other depositories as provided in these Bylaws or as directed by the Board of Directors or President;
(iv) write checks and disburse funds to discharge obligations of the Corporation, provided that funds may not be drawn from the Corporation or its accounts without the signature of the President or the Vice President in addition to the signature of the Treasurer. In addition, the Board of Directors may from time to time designate that expenditures exceeding a specific amount must also be authorized by a vote of the Board of Directors;
(v) maintain the financial books and records of the Corporation;
(vi) prepare monthly reports of the status of Corporation funds and prepare budgets as required by the Board of Directors;
(vii) perform other duties as assigned by the President or by the Board of Directors;
(viii) if required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors; and
(ix) perform all of the duties incident to the office of treasurer.
ARTICLE V. MEETING OF MEMBERS
Section 1. Annual Meeting of Members. The annual meeting of the Members (“Annual Meeting of Members”) shall be held during the fourth quarter of each calendar year on a date and at a place selected by the President, with the advice of the Board of Directors. Notice of the meeting, together with a proposed statement of business matters to be conducted, shall be mailed or electronically transmitted at least three (3) weeks in advance to each Regular or Family Member (one notice per Family Member) in good standing. Regular or Family Members (one per Family membership) in good standing who decline or are unable to attend the Annual Meeting of Members may vote at such Annual Meeting of Members by proxy in accordance with the provisions of these Bylaws.
Section 2. Agenda for Annual Meeting of Members. At each Annual Meeting of the Members, the agenda shall include (but shall not be limited to) the following:
(a) Election of approximately one-third of the Directors. One-third of the Directors shall be chosen from a slate of candidates proposed by the Board of Directors and/or from among other candidates whose nomination forms have been filed with the Secretary of the Corporation in accordance with the provisions of these Bylaws.
(i) No later than eight weeks prior to the scheduled date of the Annual Meeting of Members, the Corporation will provide (by paper or electronically (including provided access to such forms by posting a link on the Corporation’s website) as determined by the Board of Directors) to each Member of the Corporation in good standing blank nomination forms to nominate candidates to elect Directors to fill any vacancies on the Board of Directors at such Annual Meeting of Members. Completed nomination forms must be submitted (including electronically, if applicable) to the Board of Directors, or its designee, at least five (5) weeks prior to the Annual Meeting of Members. The Board of Directors, or the Nominating Committee if one has been formed, will review the nominations and, after taking such action as it deems necessary, including, without limitation, interviewing proposed candidates, approve a slate of candidates and communicate this approved slate to the general membership at least three (3) weeks prior to the date of the Annual Meeting of Members, in connection with the distribution of the Notice of Annual Meeting required to be distributed by these Bylaws. Such packet of materials may also include an approved for of proxy for use in connection with such meeting. A copy of completed nomination forms for each candidate on the approved list of candidates, describing the qualifications of each candidate, will be available for review, upon request, by the Members in attendance at the Annual Meeting of Members.
(ii) Members in good standing and 19 years of age or over who are present at the annual meeting may each cast a vote, and those who are unable to attend the annual meeting may forward a written proxy designation authorizing the President to cast votes for the recommended slate of Directors on their behalf. Completed proxies must be returned to CATA at least 1 week prior to the annual meeting.
(b) Presentation of financial reports and a program of activities and events.
(c) Such other business as may be presented to the meeting by the Officers or Members in good standing, provided that the President, at his/her discretion, may require the filing of notice to put a subject on the meeting agenda at least one week in advance of the scheduled meeting.
Section 3. Special Meetings. Special meetings of the Members may be called by the President, a majority of the Board of Directors, or by petition of at least ten percent (10%) of the Regular and Family Members in good standing. Written notice of special meetings must be communicated to the Regular and Family Members in good standing at least twenty (20) days prior to the date of the special meeting. The notice must specify the subject matter or purpose of the special meeting, and actions of the special meeting are limited to those subjects so specified.
Section 4. Quorum. Attendance at any meeting (whether annual or special) of Members by the lesser of (a) 10% of the total number of Regular and Family Members, or (b) seventy-five (75) Regular or Family Members (one per Family membership), in good standing shall constitute a quorum for the purpose of conducting business at the Annual Meeting of Members. Solely for purposes of determining whether a quorum is present, proxies shall not be counted.
Section 5. Voting by Proxy – At any Annual Meeting of Members or a special meeting of Members, each duly called and noticed, a Member who is unable or declines to attend may vote (but shall not be counted towards establishment of a quorum) at such Member meeting by delivering a written proxy, on forms acceptable to the Board of Directors, to the Secretary of the Corporation no later than one (1) week before the date of the Members’ meeting authorizing such Member’s designee to cast such Member’s vote for directors or any other business brought up for approval at such Members’ meeting. Each proxy must be signed and dated by the Member granting such proxy and shall be revocable by such Member at any time and will be deemed to have been revoked if such Member attends the Members’ meeting. No proxy shall be valid for more than eleven (11) months after the date of signature. The Secretary will not accept proxies that fail to comply with these section and such proxies shall not be counted as votes.
Section 6. Standing Committees. Activities of the Corporation shall be conducted through standing committees. The President will oversee formation of appropriate committees and the appointment of committee chairs and members. The activities shall include but are not limited to the following:
(a) Tennis Policy Promotion and Coordination. Authorized to develop policy positions with respect to the development of public facilities and programs, and the coordination of scheduled events among separate organizations and other entities with overlapping membership and interests in the Austin, Texas area. These committees also shall be responsible for developing annual program and budget proposals for the Corporation; for helping to publicize activities sponsored or supported by the Corporation; and for helping solicit contributions for support of Corporation purposes.
(b) Instruction. Authorized to carry out planned clinics, demonstrations, and other instructional programs adopted by the Board of Directors.
(c) Competition. Authorized to conduct tennis leagues, tournaments, and other competitive activities for various classes of players, both members and non-members, and to expend funds budgeted for these purposes, according to the plans and budget adopted by the Board of Directors.
Section 7. Employees. The Corporation may employ an Executive Director and such other employees as shall be determined by the Board of Directors. The duties and compensation of the Corporation’s employees will be prescribed by the Board of Directors, with the President being responsible for their immediate supervision.
Section 8. Corporation Funds. All funds of this Corporation, except for petty cash and cash change funds, shall be deposited in such qualified depository or depositories from among those authorized by applicable law and regulations. All disbursements of funds of this Corporation shall be made by checks or other written instruments, signed by the Treasurer, President, or Vice President except that the Board of Directors may authorize the Executive Director to sign checks not exceeding an amount set by the Board. The funds of this Corporation shall be invested only as authorized by applicable law and regulations. The assets of the Corporation may be pledged as collateral to secure credit for the Corporation upon resolution by the Board of Directors. All credit agreements of the Corporation must be signed by the President, or in his absence or inability to serve, by the Vice President, and countersigned by the Treasurer.
ARTICLE VI. MERGER WITH OTHER CORPORATIONS
Section 1. Merger process. By appropriate vote of the membership of the Corporation in either an Annual Meeting of Members or special meeting called for such purpose, an agreement may be entered into providing for merger of the Corporation with other non-profit corporations or associations interested in promotion and participating in tennis activities. The other non-profit corporation(s) or association(s) concerned in such a merger may effect the action by vote of its membership or by dissolution and the independent action of its separate members to join the Corporation as Members.
Section 2. Conditions of Merger. If an agreement to merge is effected on a date, which does not correspond with the fiscal year of either party to the merger, the remaining portion of any annual dues already paid may be prorated for application to the dues owed to the merged corporation for the subsequent year. Provided further that any funds remaining in the account of the corporation merging with this corporation, after the satisfaction of any and all outstanding indebtedness owed by the corporation seeking merger shall be transferred to the account of this corporation or in such manner as to comply with such merging corporation’s formation documents or applicable, laws, rules or regulations. Any funds so transferred, above the amount required for fulfillment of prorated dues of members from the former corporation, may be applied to the operating budget of the Corporation, or may be set aside for specific purposes under the terms of the merger agreement between the two organizations.
ARTICLE VII. AMENDMENTS
The power to amend, modify or repeal these Bylaws shall be vested exclusively in the Board of Directors. Any such amendment, modification or repeal of these Bylaws, or any provision hereof, must be approved by two-thirds vote of the Board of Directors at any regular or special meeting called for such purpose. The notice of any meeting at which the Bylaws are to be altered, amended, or repealed, or at which new Bylaws are to be adopted shall include the text of the proposed Bylaw provisions as well as the text of any existing provisions proposed to be altered, amended, or repealed. Alternatively, such notice may include a fair summary of those provisions.
ARTICLE VIII. NOMINATING COMMITTEE
The President may appoint one or more Nominating Committee(s) and Chairpersons for such committees to recommend individuals to serve as Directors or recipients of “CATA Awards.” If established, a Nominating Committee shall prepare blank nomination forms with respect to the nomination of directors to be elected at the Annual Meeting of Members. If no Nominating Committee is established to oversee the election of directors, then the Board of Directors shall act as the Nominating Committee.
ARTICLE IX. OTHER
Section 1. Sanction, Suspension or Expulsion of Members. The Board of Directors may impose reasonable sanctions on a Member, or suspend or expel a Member from the Corporation, for good cause after a hearing before the Board of Directors, or any committee established by the Board of Directors to hear such matters. Good cause includes the default of an obligation to the Corporation to pay fees, dues or other sums, including fines or special assessments to which all Members are generally subject, owed to the Corporation for a period of thirty (30) days following delivery of request for payment thereof, or a material and serious violation of the Corporation’s certificate of formation, bylaws, rules, policies and procedures, or any provision of applicable law. The Board of Directors or a committee thereof, as applicable, may not take any action against a Member without giving the Member, or, in the case of a Junior Member, such Member’s legal guardians, adequate notice and an opportunity to be heard. To be deemed adequate, notice shall be in writing and delivered at least fourteen (14) calendar days prior to the hearing. However, shorter notice may be deemed adequate if the Board of Directors determines that the need for a timely hearing outweighs the prejudice caused to the Member and if a statement of the need for a timely hearing is included in the notice. If mailed, the notice shall be sent by registered or certified mail, return receipt requested. The Board of Directors or a committee thereof, as applicable, may impose sanctions, suspend a Member, or expel a Member by vote of a majority of directors, or committee members, who are present and voting at such meeting called to hear the matter.
Section 2. Resignations of Members. Any Member may resign from the Corporation at any time by submitting a written notice of such resignation to the Secretary of the Corporation. The Board shall adopt policies with respect to the pro-rating, if any, of any annual dues in connection with such resignation.
Section 3. Conflict Resolution. In any dispute between Members relating to the activities or events of the Corporation, all parties involved shall cooperate in good faith to resolve the dispute in accordance with policies and procedures adopted and implemented, from time to time, by the Board of Directors. If the parties cannot resolve the dispute between themselves, each party to such dispute shall cooperate to select one or more neutral mediators to help resolve the dispute and shall attempt to mediate their conflict pursuant to The Texas Alternative Dispute Resolution Procedures Act. Such mediation shall occur and be held in the City of Austin, Texas or such other location as shall be agreed upon by each of the disputing parties. If no timely resolution of the dispute occurs through such mediation, either party thereto may demand binding arbitration as described in the Texas General Arbitration Act, but only if the parties have previously failed to resolve the conflict through the mediation process. This paragraph shall apply to a dispute involving the Corporation as a party relating to the sanctioning, suspension, or expulsion of a member from the Corporation. The Board of Directors shall have the discretion to authorize the use of the Corporation’s funds for mediation or arbitration of a dispute described in this paragraph. Subject to the methods and processes reflected above in this section, any dispute or conflict between the Corporation, its members and/or the United States Tennis Association or any of its member associations (collectively, the “USTA”) (or any of such parties) shall be further subject to the USTA’s conflict resolution procedures, as amended from time to time, and each member, by accepting a membership in the Corporation agrees to be bound by such policies and procedures.
Section 4. Improper Distribution of Funds. No Corporation funds may be given, loaned or used for the benefit of any person, firm or entity without the prior approval of the Board of Directors. No loans of the Corporation’s funds may be made to a member of the Board of Directors.
Section 5. Access to Financial Information. Members in good standing shall have access to the Corporation’s financial statements and records, subject to the Board of Director’s ability to adopt policies to comply with state or federal privacy laws, rules and regulations, following a written request stating purpose and approval of the Board of Directors in favor of the request. Any such access to the financial statements and records requested will be granted within ten (10) business days of the Board of Directors’ approval thereof.
ARTICLE X. Indemnification
Section 1. Definitions. In this Article X:
(a) “Indemnitee” means (i) any present or former Director, advisory director or officer of the Corporation, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served, or is then serving, at the Corporation’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) hereof.
(b) “Official Capacity” means (i) when used with respect to a Director, the office of Director of the Corporation, and (ii) when used with respect to an officer, the elective or appointive office of the Corporation held by such person on behalf of the Corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise.
(c) “Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding.
Section 2. Indemnification. The Corporation shall indemnify every Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any Proceeding to which he was, is or is threatened to be named defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason of his serving or having served, or having been nominated or designated to serve, in any of the capacities referred to in Subsection (a) of Section 1 of this Article X, unless it is ultimately determined that the Indemnitee (a) failed to conduct himself or herself in good faith, (b) did not reasonably believe, in the case of conduct in his or her Official Capacity, that his or her conduct was in the Corporation’s best interests and, in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Corporation or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to the Corporation. Except as provided in the immediately preceding proviso to the first sentence of this Section 2, no indemnification shall be made under this Section 2 in respect of any Proceeding in which such Indemnitee shall have been (x) found liable on the basis that personal benefit was improperly received by him or her, whether or not the benefit resulted from an action taken in the Indemnitee’s Official Capacity, or (y) found liable to the Corporation. The termination of any Proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself evidence of conduct by the Indemnitee meeting the requirements set forth in clauses (a), (b) or (c) in the first sentence of this Section 2. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven.
Section 3. Successful Defense. Without limiting of Section 2 of this Article X and in addition to the indemnification provided for therein, the Corporation shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 1(a) of this Article X, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding.
Section 4. Advancement of Expenses. Reasonable expenses (including court costs and attorneys’ fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Corporation at reasonable intervals in advance of the final disposition of such Proceeding, after receipt by the Corporation of a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Corporation if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article X. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. The provisions of this Article X shall not be construed to apply to, or restrict in any way, the payment or reimbursement by the Corporation of expenses incurred by an Indemnitee in connection with his or her appearance as a witness or other participation in a Proceeding at a time when he or she is not named a defendant or respondent in the Proceeding.
Section 5. Other Indemnification and Insurance. The indemnification provided by this Article X shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Corporation’s Certificate of Formation (or other organizational document), any law, agreement or vote of the Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he or she was an Indemnitee with respect to matters arising during the period he or she was in such capacity, and (c) inure to the benefit of the heirs, executors and administrators of such a person.
Section 6. Construction. The indemnification provided by this Article X shall be subject to all valid and applicable laws, including, without limitation, Chapter 8 of the Texas Business Organizations Code, and, in the event this Article X or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article X shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect.
Section 7. Continuing Offer, Reliance, etc. The provisions of this Article X (a) are for the benefit of, and may be enforced by, each Indemnitee of the Corporation, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Corporation and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Corporation, by its adoption of these Bylaws, (x) acknowledges and agrees that each Indemnitee of the Corporation has relied upon and will continue to rely upon the provisions of this Article X in becoming, and serving in, any of the capacities referred to in Section 1(a) of this Article X, (y) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees, and (z) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article X in accordance with their terms by any act or failure to act on the part of the Corporation.
Section 8. Effect of Amendment. No amendment, modification or repeal of this Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Corporation, nor the obligation of the Corporation to indemnify any such Indemnitees, under and in accordance with the provisions of the Article X as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.
Section 9. Indemnification for Additional Persons. The Corporation may, in the sole and absolute discretion of the Board, also indemnify any employee or agent of the Corporation to the fullest extent permitted by law.