BYLAWS OF THE
WISCONSIN TENNIS ASSOCIATION, INCORPORATED
Article I Name and Territory
Section 1. Name
The name of this organization is the Wisconsin Tennis Association, Incorporated, (hereinafter referred to as the WTA), a non profit organization, a District of the USTA/Midwest, Inc., a Section of the United States Tennis Association (USTA). The WTA will be subordinate to and subject to the authority of the USTA/Midwest Section and of the USTA
Section 2. Territory
The Territory of the Association consists of all of the counties of the state of Wisconsin with the exception of Barron, Bayfield, Buffalo, Burnett, Chippewa, Douglas, Dunn, Eau Claire, Pepin, Pierce, Polk, Rusk, St. Croix, Sawyer, Trempealeau, and Washburn.
Article II Purpose
To carry out the objectives of the USTA and the USTA/Midwest Section, in accordance with the principles, policies, standards, and procedures adopted by the USTA.
Article III Members
Section 1. Membership
Any organization of a permanent character located within the territory of the WTA interested in the purposes of the USTA, is eligible for membership as follows: Community Tennis Associations (Any multi-purpose, incorporated, geographically defined, not-for-profit, volunteer tennis support organization which supports or provides comprehensive programs); Clubs (any private or commercial club, resort, hotel, condominium, apartment complex, or homeowners' association that controls and maintains tennis facilities); Schools (Any elementary or secondary school, college, university or other educational institutions); Parks and Recreation Departments (Any municipal, county, or other public entity that fosters tennis activities); Program Delivery or Service Organizations and Other Entities (any other organization or private entity, including a limited or single focus tennis association, that actively conducts, controls, or supervises tennis activities or is interested in the promotion of tennis). All applicants must be approved by the Board of Directors.
Section 2. Expulsion
A member (organization), may be expelled from the Wisconsin Tennis Association as a result of expulsion from the USTA or the USTA/Midwest Section, or by action with cause by a majority of the total Board of Directors of this organization held at any meeting after notice of two (2) weeks of said meeting. Notice will be given to the subject member (organization), and to the members of the Board of Directors, setting forth the reasons for expulsion.
Section 3. Requirements
By accepting USTA Membership, all organizations, clubs, and individuals agree to follow the USTA, USTA/Midwest Section, and WTA Bylaws, Standing Orders and Regulations and Rules, and to exhaust all administrative remedies provided therein in each controversy and complaint involving participation in USTA, USTA/Midwest Section and WTA activities.
Section 4. Dues
Dues of the Members shall be as prescribed in the Bylaws of the USTA.
Section 5. Vote Entitlement and Voting Rights
a. At each meeting of members (organizations) each member shall be entitled
to one (1) vote made by their delegate. The delegate it elects to send to the meeting must be a current member of the USTA. A delegate may represent only one member. A member may not vote by proxy or any type of absentee ballot. There may be no transfer of rights (voting or otherwise) or membership of any member without approval of the Board of Directors.
b. Each member of the Board of Directors, including Past Presidents, shall be considered as delegates for voting purposes, and shall also be entitled to one (1) vote. The same requirements applying to member delegates shall apply to the Board Members. A member of the Board may not represent a member (organization).
Article IV Officers and Executive Director
Section 1. Officers
a. The officers of the Association shall be President, Executive Vice President, two Vice Presidents, Secretary, and Treasurer. They shall be elected at the annual Membership Meeting in odd numbered years.
b. The President shall be the Chief Executive Officer. His/her duties will include, but not be limited to, presiding at all Membership meetings and all meetings of the Management Committee, and the Board of Directors. The President will be a non-voting, ex-officio member of all committees, with the exception of the Nominating Committee and the Grievance Committee. He/she shall appoint all committee chairs and their members.
c. The Executive Vice President and the Vice Presidents shall assist the President in such manner as may be requested by the President or the Management Committee. In the absence of the President, the Executive Vice President shall serve in his/her place.
d. The Secretary shall, with the assistance of the Executive Director and staff, be responsible for the keeping of accurate membership records, certifying voting power, giving notice of and keeping the minutes of the meetings of the Membership, Management Committee and of the Board of Directors. He/she shall perform such other duties as may be assigned to him/her by the President. The Secretary shall also, with the assistance of the Executive Director, be responsible for sending copies of any meeting call to appropriate persons.
e. The Treasurer shall, with the assistance of the Executive Director and staff, be responsible for the financial management of the Association. Under the Treasurers direction, budgets shall be prepared and proper budgetary processes followed. He/she shall perform such other duties as may be assigned to him/her by the President.
Section 2. Executive Director
The Association shall have an Executive Director, who shall be the Chief Operating Officer. The Executive Director, subject to the direction and evaluation of the Management Committee and fully accountable to it, shall manage the day-to-day operational programs, policies, and procedures and shall be responsible for the functioning of the office of the Association. The Executive Director shall be appointed by, shall serve at the pleasure of, and shall be compensated at a rate fixed by the Management Committee. The Executive Director shall be an advisory member of all committees, except the nominating committee. The Executive Director shall be directly responsible for executing all Board of Directors and Management Committee decisions, and performing such additional duties as may be requested by the Board of Directors or Management Committee.
Section 3. District Delegate
The District Delegate shall be the president and shall represent the District as provided in the Midwest Section Bylaws. The District Delegate shall be empowered to act on behalf of the District. In the event the immediate past president is not available to serve, the Management Committee shall select an alternate.
Section 4. Terms of Office
a. Officer. A term for each Officer of the Association shall be two (2) years. The maximum number of consecutive terms an Officer may serve in a particular office is three (3), except for the President and Executive Vice President who may serve only two (2) terms. In unexpected circumstances, the Board of Directors may vote to extend a specific term of office if necessary. An Officer may be elected to any other office, during or at the completion of his term
b. Directors other than officers. A term of office for a member of the Board of Directors shall be two (2) years. The maximum number of consecutive terms a Director may serve shall be three (3). Service to complete an unfilled term shall not be considered in the term limitation. The above limit on terms will not apply to a Director who is elected as an Officer during, or at the conclusion of his/her terms as a Director. A Director who resigns or who has served three (3) consecutive terms must remain off the Board for one term.
Section 5. Vacancies
In the event of the resignation, incapacity, or death of the President, the Management Committee shall, if appropriate, conduct a special election to fill the vacancy for the balance of the term. In the event a vacancy occurs on the Board of Directors or an officer position, excluding President, the Management Committee shall have the discretion to determine whether such vacancy shall be filled. If the Management Committee determines such vacancy shall be filled, then that Committee shall be empowered to fill such vacancy by appointment of a suitable replacement, determined by a majority vote of the committee members, to serve the remainder of the term.
Section 6. Residency
All Officers and Directors must be residents of the Wisconsin District. If any such person shall cease being a resident of the district, he or she shall cease holding his or her office, and shall be considered as having resigned.
Section 7. Compensation
All officers, and the Board of Directors, shall serve without compensation.
Section 8. Eligibility
Only salaried employees of the WTA are ineligible to serve on the Board or Management Committee. An official of the Association who is reimbursed for expenses incurred on behalf of the WTA, or who engages in indirect employment, such as umpiring, verifying, or coaching district teams, shall not be considered for that reason alone to be a paid employee.
Article V Board of Directors, Management Committee, and other Committees
Section 1. Board of Directors
The policies of the WTA shall be established by the Board of Directors. The Board of Directors will consist of a maximum of thirty (30) members, including officers, and shall be elected in odd numbered years at the annual Membership Meeting. Past Presidents will be voting ex officio members of the Board. The powers of the Board shall include, but not be limited to, approval of the annual budget and any amendments thereto and considering appeals of acts or decisions of the Management Committee.
Section 2. Permanent/ Standing Committees
The organization shall have the following permanent committees: Management, Nominating, and Disciplinary/Grievance. Other Committees, including Ad/Hoc, can be appointed by the President as he/she feels necessary. The President will appoint the chair and the members of each committee, and they shall serve at his/her pleasure.
Section 3. Management Committee
The District shall have a Management Committee consisting of all of the officers and the immediate Past President. The President, at his/her option may appoint up to two (2) members at large to the Management Committee. The person(s) term shall coincide with that of the President. The Management Committee will manage the affairs of the WTA and perform such other duties as necessary in the interest of the organization. Any action taken by the Management Committee shall be communicated to the Board of Directors at the next meeting. An appeal of an act or decision of the Management Committee may be considered at a Board meeting provided notice of such an appeal is set forth in the notice of the meeting.
Section 4. Nominating Committee
a. The Nominating Committee shall consist of five members, who shall be WTA Directors, or Past Presidents. The Nominating Committee shall be elected at the annual Membership meeting in odd numbered years. The immediate Past President shall serve as chairperson of this committee. The members of the Nominating Committee shall, by majority vote, nominate the Officers, the Board of Directors, and the Nominating Committee for the next term. A quorum shall consist of three (3) members.
b. The Nominating Committee shall serve the Notice of Nominations to the Management Committee not less than forty-five (45) days before the annual Membership Meeting. There shall be at least thirty (30) days notice prior to the annual Membership Meeting to all members (organizations) and the Board of Directors, identifying the slate of nominations. Other nominations may be made by any voting member (organization) and/or the Board of Directors as long as the nominations are made fifteen (15) days prior to the annual Membership Meeting. Only candidates nominated as provided in this section shall be eligible for election.
Section 5. Grievance Committee
a. The Committee shall be composed of three (3) members named by the President. It shall be responsible for enforcing the Bylaws, and all the rules and regulations of the USTA which are adopted by the WTA as a District member of the USTA, and the standards of conduct, fair play, and good sportsmanship. The Grievance Committee shall operate under the following rules and regulations:
b. Any written complaint must be filed within thirty (30) days following the date on which the alleged violation occurred, except that if the alleged violation is based on a falsification of age, or a falsification of any other information, such written complaint must be filed within thirty (30) days after discovery of such falsification. Whenever a written complaint is filed with the Chair of the Grievance Committee, charging that any person has violated any of the stipulations and standards specified in Article V, Section 5a, the Chair shall cause a copy of the written complaint to be mailed by certified mail, return receipt requested, to the last known address of such person, along with notice that it has been received by the Chair and requesting an explanation with ten (10) days after the mailing thereof by the Chair. Thereafter, upon a finding by the chair that such person violated one or more of the stipulations and standards specified in Article V, Section 5a, then the Chair shall have the power to suspend such person for such period as the Chair in his/her absolute discretion deems appropriate. Prior to taking such action, the Chair shall not be required to hold any further hearing, and such action may be taken by him/her without further investigation. The Chair shall promptly notify in writing the person so charged of his/her decision. A Vice Chair shall have all powers of the Chair and shall act when the Chair is unable to do so.
c. Within thirty (30) days after receipt of a written notice of the decision by the Chair or Vice Chair of the Grievance Committee, the person penalized may appeal the decision by addressing a written request to the Chair for a hearing before the entire committee. Upon receipt of such a request, the Chair of the Grievance Committee shall promptly fix a time and place for a hearing and shall give the penalized person not less than eight (8) days prior notice thereof. At any such hearing, the penalized person shall have the right to appear personally with not more than one representative or attorney, to present evidence and cross-examine witnesses. The Grievance Committee shall have the power to affirm, modify, or reject the prior decision or to impose any additional penalties as it may deem appropriate. A majority vote of the Grievance Committee shall be sufficient to render a decision. The Grievance Committee shall promptly notify the person penalized of its decision.
d. Instead of following the procedures discussed in paragraph (b) above, the Chair may convene the Grievance Committee to render a decision relative to a written complaint. In that event, all procedures discussed in paragraph (c) above shall be followed including the imposition of all penalties indicated therein.
e. Any appeal from a decision of the Grievance Committee shall be made to the Management Committee within thirty (30) days after receipt of the written notice of the decision of the Grievance Committee. Such notice must be addressed to the President of the WTA requesting review by the Management Committee. The Management Committee shall promptly review the findings of the Grievance Committee, but is not required to hold a hearing unless in its absolute discretion it deems it necessary. The Management Committee shall have the power to affirm, modify, or reject the decision of the Grievance Committee, but may not impose harsher penalties. A majority vote is necessary for the Management Committee to reach a decision, and the decision shall be binding and final. The Management Committee shall promptly notify in writing the penalized person of its decision.
f. Any person who has been suspended or expelled pursuant to the provisions contained herein may be reinstated at any time by the Management Committee on evidence satisfactory to it that reinstatement is merited. Prior to taking any such action, the Management Committee shall obtain the recommendation of the Grievance Committee.
Article VI Meetings
Section 1. Procedure
Robert's Rules of Order shall be the authority for all rules of order and all parliamentary rules not herein mentioned.
Section 2. Membership Meetings
a. Annual Meeting. The annual Meeting of the Membership shall be held each year prior to the annual Membership Meeting of the Midwest Tennis Association. The time and place shall be as designated by the President. Notice of such meeting shall be given no less than fourteen (14) days prior to the meeting.
b. Special Meetings. Special meetings may be called by the President, by written request of ten (10) percent of the members, by a majority of the Management Committee, or by fifty (50) percent of the Board of Directors. Only matters listed on the agenda may be acted upon.
c. Quorum. A quorum shall consist of the members present.
Section 3. Board of Director Meetings
a. All Board Meetings shall be open meetings unless there is a majority vote to conduct a closed meeting for good cause.
b. Quorum. A quorum will be considered present when eight (8) members of the Board are present. Past Presidents shall not be included in calculating a quorum. Any such meeting may be adjourned by majority vote of the Directors present.
c. Attendance. It is the policy of this organization that members/officers attend at least fifty (50) percent of the Board of Directors and/or Management Committee meetings. The Nominating Committee shall take into consideration in the selection of nominees for election, the past attendance record of each officer/member.
Article VII General Counsel
The President shall appoint a General Counsel who shall be a member of the Bar of the state of Wisconsin in good standing and shall serve in an advisory capacity to the Board of Directors and to the Management Committee. He/she shall serve without compensation except by special authorization of the Management Committee.
Article VIII Amendments
These Bylaws may be amended only at a meeting of the Members, whether annual or special, by the affirmative vote of two-thirds (2/3) of the votes present, provided that a copy of the proposed amendment has been sent with the notice of the meeting.
A proposed new Bylaw or amendment may only be submitted by a member of the Board of Directors.
All proposals shall be submitted in writing to the Executive Director of the WTA at least thirty (30) days prior to the meeting at which they are to be considered. However, if notice is provided at least fourteen (14) days prior to that meeting, any proposal concerning a matter of extreme urgency which could not have been foreseen thirty (30) days prior to the meeting may be considered provided such proposal be determined to be of extreme urgency by a majority vote of the members present and voting.
Article IX Policies
Any and all policies approved by the Board of Directors shall be incorporated by reference and be binding upon all members. Said policies shall be available to all members.
Effective October, 2009