Bylaws of the Southern Crescent Tennis Association, Inc.
as revised on August 19, 2008

ARTICLE I - Name and Purpose

Section 1. Southern Crescent Tennis Association, Inc. was incorporated under the laws of The State of Georgia on June 14, 1993. This corporation represents the five counties (Clayton, Coweta, Fayette, Henry, and Spalding) that comprise the "Southern Crescent" in the Georgia Tennis Association, and functions in accordance with the Georgia Tennis Association (GTA) and United States Tennis Association (USTA) policies and procedures. It shall be known as the SOUTHERN CRESCENT TENNIS ASSOCIATION, hereinafter referred to as the "SCTA" or the "Association."

Section 2. The principal office of the SCTA shall be located in Peachtree City, Georgia or such other location as the Board of Directors may select. The SCTA may have additional offices at such other locations as the Board of Directors may from time to time determine.

Section 3. In addition to the purposes delineated in the Articles of Incorporation, the SCTA shall have the following objectives:

(a) to promote and develop the growth of tennis participation in the Southern Crescent;

(b) to effectively and efficiently manage the appropriate use of all SCTA resources; and

ARTICLE II - Board of Directors

Section 1 - General Powers. The SCTA shall be governed by a Board of Directors, who shall exercise supervision, control, and direction of the affairs of the Association. This Board shall execute all policies and decisions, shall actively promote the Association's purposes and objectives, and shall have discretion in the disbursement of funds.

The Board may adopt such rules for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint committees or agents to act as directed by the Board of Directors.

Section 2 - Composition. The Board of Directors shall be composed of the Elected Officers (President, Vice President, Secretary, Treasurer); Appointed Directors (Adult and Junior League Coordinators); three Directors at Large; and the Immediate Past President. The number of Directors may be increased or decreased from time to time by the Board, but shall not be less than nine nor more than nineteen.

Section 3 - Term of Office. The term of Elected Officers and Directors at Large shall be three (3) years. The Elected Officers and Directors at Large may serve in the same position no more than two (2) terms consecutively. Appointed Directors may serve as long as they hold the league position that qualifies them to be appointed to the Board of Directors.

Section 4 - Meetings. The Board shall have an annual meeting in accordance with the laws of the State of Georgia, and such other meetings, which may be called from time to time. The annual meeting of the Board of Directors shall be held in the month of January, or on such other date as may be designated by the Board of Directors, for the purposes set forth in these bylaws and for the transaction of such other business as may come before the Board.

Special meetings of the Board of Directors may be called either by the President or upon receipt of a written petition or notices from at least 1/3 of the currently active Directors.

Unless special unforeseen circumstances exist, notice of a Board meeting and designated time and location of the meeting shall be given at least fourteen days before the meeting.

Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment whereby all persons participating in the meeting simultaneously may hear each other. Participation in the meeting by such means shall constitute presence in person at the meeting. No Board member shall appoint a proxy to attend any meeting on one's behalf.

Section 5 - Quorum. A quorum shall consist of a majority of the Directors entitled to vote who are in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a simple majority of the Directors present shall be the act of the Board. If fewer than quorum is present at any meeting of the Board of Directors, the only motion that the Chair shall entertain is a motion to adjourn.

Section 6 - Voting. The affirmative vote of a simple majority of the Directors in attendance at any meeting at which a quorum is present shall decide any question brought before such meeting and shall be the official act of the Board. Proxy voting is not permitted.

If a vote of the Board of Directors is conducted by mail, email, telephone, or electronic poll, the results of any such poll shall be recorded in the minutes of the next meeting of the Board. A quorum of Board members must respond before a vote is considered valid. All requests for a vote by mail, telephone, or electronic poll shall have a clearly defined deadline. Any Board member not responding by the deadline shall be considered as having abstained from the vote.

Section 7 - Exigent Circumstances. Any action normally taken at a meeting of the Board of Directors, may be taken without a meeting if a majority of the Directors unanimously consent thereto in writing setting forth the action so taken. The record of the action taken shall be filed with the minutes of the proceedings of the Board. Such consent shall have the same effect as a majority vote at a Board meeting. If any director withholds consent, the action cannot be taken and the business shall be addressed at a special meeting of the Board.

Section 8 - Attendance. Any Director who attends less than half of the scheduled meetings in any calendar year shall be deemed to have resigned. The President shall notify any such Director and declare the position vacant unless extenuating circumstances exist.

Section 9 - Vacancies. If a vacancy occurs on the Board of Directors, the remaining members of the Board may, by a majority vote, elect a successor for the remainder of the designated term.

Section 10 - Removal. Any Director may be removed at any time for cause at any meeting with a quorum of the Board of Directors. Removal requires the affirmative vote of at least three-fourths (3/4) of the Directors present. A removed Director's successor may be appointed at the same meeting to serve the remaining term of office.

ARTICLE III - Officers

Section 1 - Elected Officers. The Elected Officers of the Association shall be the President, Vice President, Secretary, and Treasurer. Each officer of the Association shall have such authority, shall perform such duties, and shall hold office for such term as may be prescribed by these by-laws or by the Board of Directors.

Section 2 – Election and Term of Office. The officers of the Association shall be elected tri-annually by the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office for a term of three years and may serve no more than two terms consecutively in the same office. In the event the Vice-President succeeds the President, a special election of the Board of Directors will be held to elect a new Vice-President.

Section 3 – Duties of the President. The President shall be the Chief Executive Officer. The President shall preside at all meetings of the Board and the Executive Committee, and with the advice and consent of the Executive Committee shall appoint all committee chairs and committee members whose appointments are not otherwise provided for in these Bylaws. In addition to being a member of the Board of Directors and Executive Committee, the President shall be an ex-officio member of all committees.

Section 4 – Duties of the Vice President. The Vice President shall assist the President in the performance of duties and shall exercise all the powers of the President in the case of absence, resignation, removal, incapacity, or death. The Vice President will perform such other duties as may from time to time be assigned by the President.

Section 5 – Duties of the Secretary. The Secretary shall be responsible for the keeping of accurate corporate records, giving notice and keeping the minutes of the meetings of the Executive Committee and Board of Directors. The Secretary will perform such other duties as may from time to time be assigned by the President.

Section 6 – Duties of the Treasurer. The Treasurer shall be responsible for the financial management of the corporation. The Treasurer shall prepare an annual budget for the forthcoming fiscal year for Board approval at the annual meeting of the Board. The Treasurer shall prepare and present periodic financial reports for presentation to the Board at all regularly scheduled meetings. The Treasurer shall be responsible for the preparation and filing of all applicable financial reports and tax forms required by law or IRS regulation. The Treasurer will perform such other duties as may from time to time be assigned by the President.

ARTICLE IV – Committees

Section 1 - Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and the Immediate Past President. If the Immediate Past President is unable to serve, that position on the Executive Committee shall remain vacant.

The Executive Committee shall have the power and responsibility to conduct the business affairs of the SCTA between scheduled meetings of the Board of Directors. The Executive Committee shall keep regular minutes of its proceedings, and ensure such minutes are filed with the corporate records.

The Executive Committee shall operate within the guidelines and policies established by the Board of Directors, and will report to the Board from time to time as the Board may require. By a majority vote of its members, the Board may at any time revoke or modify any or all of the Executive Committee authority so delegated.

Section 2 – Other Committees. The Board of Directors may establish other such committees, as it may deem desirable, with such powers and duties as the Board of Directors may determine. Each committee shall consist of three or more persons who shall be appointed by the Board. At least one person of such committees shall be a member of the Board of Directors who will serve as committee chair. Such committees may have advisory members who are not Directors, officers, or agents of the Association. Committee members serve without pay.

Section 3 - Committee Chairs. The Chair of each committee presides at all meetings and is responsible for the functioning of the committee, and for keeping a record of its proceedings, unless the Chair appoints a secretary.

Section 4 - Notification of Committee Meetings. Meetings of any committee shall be held on not less than five (5) days written notice to each member of the committee. Meetings of any committee shall be held at such place and time as may be determined by its Chair. One-half (1/2) of the members of any committee shall have the power to call a committee meeting. All committees shall keep minutes of their proceedings, copies of which shall be kept on file as part of the records of the SCTA.

Section 5 - Committee Quorums. A quorum for the transaction of committee business shall be not less than one-half (1/2) of the members of such committee.

Members of any committee may participate in the meeting of the committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute being present in person at such meeting.

Section 6 - Committee Voting. The affirmative vote of a simple majority of committee members in attendance at any meeting at which a quorum is present shall decide any question brought before such committee and shall be the official act of the committee.

If a vote of a committee is conducted by mail, e-mail, telephone, or electronic poll, the results of any such vote shall be recorded in the minutes of the next meeting of the Committee.

Proxy voting is not permitted. Additionally, no member of any committee shall have the power to appoint a proxy to attend any committee meeting on one’s behalf.

Section 7 – Committee Action Without Meeting. Any action required or permitted to be taken at any meeting of any committee may be taken without a meeting, if a written consent thereto is signed by not less than two-thirds (2/3) of all members of the committee and such written consent is filed with the minutes of the proceeding of the committee.

Section 8 – Committee Meeting Attendance. Any member who attends less than half of a committee’s scheduled meetings in any calendar year shall be deemed to have resigned. The Committee Chair shall notify any such member of that deemed resignation and declare the position vacant unless extenuating circumstances exist.

Section 9 – Committee Vacancies. If a vacancy occurs in a committee, the Committee Chair may appoint a replacement to serve out the remaining portion of a committee member’s term.

Section 10 – Committee Member Removal. A Committee Chair, with the advice and consent of the Executive Committee, may remove a member of any committee, other than the Executive Committee, at any time for cause. Removal requires the affirmative vote of a majority of the Executive Committee.

Section 11 - President as Ex-Officio. In addition to being a member of the Board of Directors and the Executive Committee, the President shall be an ex-officio member of all other committees.

ARTICLE V – Finance and Budget

Section 1 - Fiscal Year. Unless otherwise fixed by the Board of Directors, the fiscal year of the SCTA shall be the calendar year.

Section 2 - Budgets. Each league or other tennis program activity will operate under a budget approved by the Board of Directors. A consolidated budget for the following calendar year will be submitted for approval at the meeting of the Board of Directors in January of each year.

Once budgets are approved, non-budgeted expenditures must be approved by the Executive Committee. All significant budget revisions throughout the year shall be submitted to the Executive Committee for approval.

Section 3 – Deposits. All funds of the corporation shall be deposited, in the name of the corporation, in an FDIC-insured financial institution as the Board may designate.

Section 4 – Checks, Drafts, etc. All checks, drafts, notes, bonds, bills of exchange or other orders, instruments, or obligations for the payment of money shall be signed by such officer(s) or agent(s) of the Association as shall be specified by the Board of Directors.

Section 5 – Contracts, Bonds, etc. Except as otherwise provided by law or these By-laws, such officer(s) or agent(s) of the Association as shall be specified by the Board of Directors shall sign in the name of the Association all deeds, bonds, contracts, leases, and other instruments or documents, the execution of which shall be authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 6 – Grant Funds. A separate detailed accounting of grant funds received, and all expenditures from respective grant funds shall be maintained. Grant funds will be used only for the specific purposes for which they were received. Required reports will be submitted in a timely manner.

Section 7 – Reimbursement. The President may authorize the reasonable reimbursement of any individual necessarily incurring travel, housing, meals, office, mailing, telephone, or other expenses in connection with the business of the SCTA. All reimbursements shall be subject to review by the Board of Directors at the next meeting.

Section 8 – Independent Audit. The Board of Directors may from time to time designate an independent agent to perform an audit of the Association accounts.

Section 9 – Financial Reports. At each meeting of the Board, the Treasurer shall provide a financial report that includes: the current operating balance, deposits made, expenditures paid, and any other significant financial matters since the previous report.

Section 10 – Tax Returns. All appropriate tax returns and any other required government reports shall be filed in a timely manner.

ARTICLE VI – Business Operations

Section 1 - Parlimentary Authority. Robert’s Rules of Order shall be the authority for all parliamentary procedures not otherwise specifically mentioned herein. The Secretary shall act as Parliamentarian.

Section 2 – Order of Business. The order of business at all Board meetings shall be determined by the President, but normally will be: (a) Roll Call; (b) Reading of Minutes; (c) Secretary’s and Treasurer’s Reports; (d) Committee Reports; (e) Old Business; (f) New Business; and (g) Adjournment.

Section 3 – Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of all Board and Committee meetings. A record giving the names and addresses of the Directors entitled to vote shall be maintained.

ARTICLE VII - Consultants and Legal Counsel.

The SCTA shall have the authority to employ the services of a recognized firm of independent certified public accountants and such other legal, accounting, financial, and other consultants as may from time to time be retained by the Board or by the President.

ARTICLE VIII – Limitation of Liability and Indemnity.

Section 1 – Liability. No person shall be liable to the Association for any loss or damage suffered by it on account of any action taken or omitted to be taken by him or her as an officer, Director, or agent of the Association if such person (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances and in the conduct of their own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Association or upon statements made or confirmation furnished by officers or agents of the Association which the person had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which the individual may be entitled as a matter of law.

Section 2 – Indemnity. Each officer and Director, whether or not then in office, shall be held harmless and indemnified by the Association against all claims and liabilities and all expenses reasonably incurred or imposed upon them in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which the individual may be made party by reason of any action taken or omitted to be taken by them as a Director of the Association, in good faith, if such person, in the opinion of the Board of Directors (a) exercised and used the same degree of care and skill as a prudent person would have exercised and used under the circumstances in the conduct of their own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Association or upon statements made or information furnished by officers or agents of the Association which the individual had reasonable grounds to believe.

ARTICLE IX - Amendments, Adoptions, Alterations, and Repeals

Section 1 - Bylaws. These Bylaws shall be subject to alteration, amendment, or repeal and new bylaws that are not inconsistent with any provisions of the Articles of Incorporation may be made by the affirmative vote of a majority of the members of the Board, provided notice of the proposed alteration, amendment, or repeal is included in the notice of such meeting of the Board.

Section 2 - League Rules and Regulations. League rules and regulations not inconsistent with the Articles of Incorporation and these Bylaws setting forth rules, regulations, and policies of the SCTA league program may be adopted and amended from time to time by the League Committee, provided however, such adoption or amendment shall be subject to final approval at the next meeting of the Board.

Section 3 - GTA Changes. Any changes to the Bylaws or League Rules and Regulations of the GTA that apply to SCTA shall effect a change to the corresponding section of SCTA Bylaws or League Rules and Regulations. Such changes shall be reported at the next Board meeting.