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Article I: Board Of Directors, Officers and Duties
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1. Board of Directors:
(a) The business and affairs of the Texas Tennis and Education Foundation (hereafter, 'Foundation') shall be conducted by a Board of Directors (hereafter, 'Board') composed of ten (10) members.
(b) The ten (10) members of the Board shall be appointed by the President(s) of the USTA Texas Section (hereafter, 'Association'), and such appointments shall be made so that each Texas zone has representation on the Board.
(c) At least three (3) of the Board members shall be current or past members of the Association Executive Committee.
(d) Appointees to the Foundation Board made by the Association’s President are subject to approval by the Executive Committee of the Association.
(e) Each Board member shall serve for a three-year term beginning as of the date of the Association’s Semi-Annual Meeting following their approval by the Association Executive Committee.
(f) The Board members will have staggered appointments so that three (3) new Board members will be appointed and approved each year at the Association’s Semi-Annual Meeting, but every third year four (4) new Board members will be appointed and approved at the Association’s Semi-Annual Meeting. In 1997 only, all seven (7) Board members will be appointed by the President of the Association; three for three (3) year, two for two (2) year and two for one (1) year terms. In 2003 the President of the Association will appoint three (3) at-large members to the Foundation Board for staggered terms. One (1) at-large member will serve one (1) year; one (1) at-large member will serve two (2) years; one (1) at-large member will serve three (3) years.
(g) Members of the Board shall elect a President, Vice President, Secretary, and Treasurer at their first meeting following new regular term appointments of Board members for that year. That meeting and election will be held immediately following the ratification of the new Board members by the Association’s Executive Committee at a time and location designated by the Association President.
(h) Members of the Board may be removed at any time by a two-thirds vote by the Executive Committee of the Association.
(i) Any vacancy on the Board may be filled by appointment by the President of the Association and with the approval of the appointment by the Executive Committee of the Association.
(j) The President will give a semi-annual report of the Board’s activities to the Executive Committee of the Association at the Association’s Annual and Semi-Annual Meetings. Those activities shall include the Foundation’s solicitation and receipt of gifts and donations, and the Foundation’s actual and planned use of Foundation funds, e.g. Foundation grants, administrative expenses, and such report shall be in such form and detail, and address such issues as the Executive Committee or the President of the Association shall require in their respective sole discretion. Any substantive change in focus of the Foundation must be approved by majority vote of the Association Executive Committee and remain consistent with the Foundation’s Articles of Incorporation.
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2. Duties of the President and Vice President:
The President shall be responsible for presiding over all Board meetings and administrative affairs of the Foundation except those reserved for the Secretary and Treasurer. The Vice President shall assist the President in the performance of duties and shall exercise all power of the President in his/her absence.
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3. Duties of the Secretary and Treasurer:
The Secretary shall keep the minutes of the Foundation Board meetings and conduct all general correspondence of the Foundation. In the absence of the Vice President, the Secretary will exercise all power of Vice President. The Treasurer shall keep an account of all moneys received and expended, liquidate all properly authorized bills against the Foundation, and report in writing the state of finances of the Foundation at the Annual meeting of the Association and at such other times as may be required by the Board. In the absence of the Vice President and the Secretary, the Treasurer shall exercise all power of the Vice President and the Secretary.
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4. Duties of the Board of Directors:
(a) It shall be the duty of the Board to see that the general provisions of the Articles of Incorporation and Bylaws of the Foundation are complied with by the members of the Foundation.
(b) The Board shall authorize execution on behalf of the Foundation of such contracts or other commitments as may have been approved by the Board.
(c) The Board shall construe and enforce all rules of the Foundation.
(d) The Board shall have general charge of the funds of the Foundation, control all expenditures and solicitation of gifts and donations on behalf of the Foundation, and generally supervise all conduct of the business and affairs of the Foundation.
(e) The Board shall have full power to expend funds for any of the purposes for which the Foundation exists and shall be under no obligation to distribute funds for any particular purpose.
(f) The Foundation may employ an executive director/secretary and other employees as determined by the Board. The duties of the employees shall be as prescribed by the Board with the President being responsible for their immediate supervision.
(g) No action which may have a material or substantial effect on the Foundation shall be taken in the name of, or on behalf of, the Foundation without the approval of the Board by majority vote.
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Article II: Meetings
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1. Meeting Minimum:
Annually there shall be at least one meeting of the Board.
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2. Quorum:
A majority of the members of the Board present at any meeting, whether in person or by telephone, shall constitute a quorum.
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3. Vote:
Each member of the Board shall have one vote, including the President, which may be exercised in person or by phone.
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4. Minutes:
Minutes of each Board meeting shall be distributed to each member of the Board and to each member of the Executive Committee of the Association within thirty (30) days after the applicable Board meeting.
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Article III: General Provisions
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1. Dissolution:
In the event of the dissolution of the Foundation, it shall be in accordance with the Articles of Incorporation of the Foundation.
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2. Prohibited Transactions With Regard To Tax Exemption:
(a) The Foundation shall not engage in any act which could constitute a real or potential basis for denial of tax exemption under the applicable laws.
(b) The Foundation shall not, for the benefit of any Board member, officer or director of the Foundation, or any person who has made a substantial contribution to the Foundation, or any member of the family of such a person, or any corporation controlled by such a person:
(1) Lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest;
(2) Pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered;
(3) Make any part of its services available on a preferential basis;
(4) Make any substantial purchase of securities or any other property for more than adequate consideration in money or money's worth;
(5) Engage in any other transaction which results in substantial diversion of its income or corpus;
(6) Otherwise make available any Foundation funds without the benefit of an arms-length transaction and approval by majority vote of all independent members of the Board.
(c) The Foundation shall not accumulate any funds, in any form, out of income amounts which:
(1) Are unreasonable in relation to the amount or duration in order to carry out the purpose or function constituting the basis for tax exemption of the Foundation;
(2) Are used to a substantial degree for purposes or functions other than those constituting the basis for tax exemption; or
(3) Are invested in such a manner as to jeopardize the function constituting the basis for the Foundation’s tax exempt status.
(4) Gifts: The Foundation shall be authorized to receive gifts, donations, legacies and bequests, subject to approval of the Board by majority vote.
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Article IV: Amendments
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Amendments to the Constitution of the Foundation may be made at any regular or special meeting by a vote of at least two-thirds of the Board of all votes cast. Amendments to the Bylaws of the Foundation may be made at any regular or special meeting by majority vote of the Board of all votes cast. At least thirty (30) days before any meeting at which a vote to amend the Constitution and/or Bylaws of the Foundation will be entertained, a written notice of the proposed amendment shall be sent to each member of the Executive Committee of the Association, and any such amendment shall be subject to the approval of a majority vote of the Executive Committee of the Association.
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