USPTA NE Bylaws (June 2023)

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Bylaws of the New England Division of the UNITED STATES PROFESSIONAL TENNIS ASSOCIATION, INC.

Article I Name and Purposes Section 1. Name. Name of this division is the New England Division of the United States Professional Tennis Association, Inc. (hereinafter “Division”). Section 2. Purpose. The purpose of the Division shall be to administer the funds entrusted to it and the programs left in its charge by the United States Professional Tennis Association, Inc. (hereinafter sometimes referred to as the “USPTA”) in accordance with the bylaws of the USPTA, and to do any further acts in accordance with the bylaws of the USPTA. Article II Members Section 1. Active membership. Application for membership, admission procedure and testing and classification as a member of the Division shall be in accordance with the provisions of the bylaws of the USPTA. Section 2. Honorary membership. Those persons who have made an outstanding contribution to the sport of tennis or to the Division shall be eligible to become honorary members of the Division. Honorary membership shall be proposed and voted on by the Board of Officers of


the Division. Honorary Members shall not be deemed Members of the USPTA and have no voting power, nor be eligible to be an officer of the Division. Article III Board of Officers Section 1. Powers of Board of Officers. The Division shall be managed by its Board of Officers. Section 2. Meetings of Board of Officers. The Board of Officers shall meet annually at such time as it deems convenient. It also shall meet at the call of the President upon 20 days prior notice or upon the call of a majority of the Board of Officers, who may call a meeting of the Board of Officers upon twenty (20) days’ notice. Section 3. Makeup of Board of Officers. The Board of Officers will consist of the President, 2 Vice Presidents, Secretary, Treasurer, Regional Vice President, the Immediate Past President, and such other officers as the Board of Officers deems necessary or desirable. All officers must be active members of the Division at the time of their election. Section 4. Nominations and election of Board of Officers. The Board of Officers will be elected every two years by the Division membership. The election will be held as follows: Nominations will be made at least eight (8) weeks before the election by their Nominating Committee. The Nominating Committee will propose a complete slate of officers and forward this slate to a person (or persons) designated by the Executive Board of Officers as the “Nomination Monitor(s).” At least seven (7) weeks before the election, the Nomination Monitor(s) will mail to the membership the Nominating Committee's slate of officers and call for further nominations. At least five (5) weeks before the election the nominations from the membership must be received by the Nomination Monitor(s), who will thereupon add to the ballot the names of those persons who receive the greatest number of nominations from the membership. Except as provided below, only one (1) nominee per office will be added to those


persons nominated by the Nominating Committee and the names added will have received the greatest number of endorsements from the membership. A nominee added to the ballot must receive nominations from at least ten (10) members. Nominees for the positions of President and the Regional Vice President may not be challenged. In the event two proposed nominees receive the same number of votes, the proposed nominee that has the highest number of continuing education points shall be added to the ballot. In the event, the proposed nominees remain tied, the choice shall be both names will be added to the ballot. In the event the nominees remain tied after counting the number of continuing education points, the names of the nominees so tied, shall each be added to the ballot. Thereafter, at least four (4) weeks before the election, the Nominating Monitor(s) will send out the ballots to the members. The ballots will then be returned to a Counting Committee, which will be appointed by the Executive Board of Officers. If the results of the ballot remained tied, the nominee presented by the Nominating Committee shall be declared the winner. Section 5. Nominating Committee. The Nominating Committee will be composed of five (5) members. If a Division has no Nominating Committee, the initial Nominating Committee for the Division will be appointed by the President of USPTA. After the Nominating Committee has nominated a slate of officers, and that slate of officers is seated, it will appoint a new Nominating Committee, which will nominate candidates for the following election year. One member of the prior Nominating Committee will be appointed to the new Nominating Committee. The reappointed individual, who will serve as Chair, may not serve more than two successive terms on the Nominating Committee. The outgoing Immediate Past President shall be a member of the Nominating Committee, but may not serve as Chair. The presence of majority of the members of the Nominating Committee shall constitute a quorum for the purpose of selecting a slate of officers. The Nominating Committee shall act by majority vote. In the event that a member of the Nominating Committee for any reason cannot serve or is not present, provided a quorum is established, until such time as his/her replacement shall be made by the Board of Officers upon majority vote, the remaining members of the Nominating Committee may act by majority vote of the members present. A member of the Nominating Committee can be removed for cause upon majority vote of the Board of Officers of the


Division or the USPTA Board of Directors. Members of the Nominating Committee may not serve on the Board of Officers in the term for which they produce a slate of officers. Section 6. USPTA board supervision. The entire election procedure of the Division, as set forth in preceding paragraphs 3, 4 and 5, is under the supervision of the Board of Directors of the USPTA, which may ensure, at its discretion and in whatever manner necessary, the fairness of the Division’s election of its Board of Officers. The supervision of the USPTA Board of Directors may be invoked upon the petition of at least ten (10) percent of the Division’s membership, or at its own discretion. In the event of a conflict between the Division and the USPTA Board of Directors, the decision of the USPTA Board of Directors shall be binding. Section 7. Voting procedure at Board of Officers meetings. At meetings of the Board of Officers or any Committee of the Division, a quorum shall be a majority of the Board or the committee. No proxy voting will be allowed. The meeting will be chaired by the President. Robert’s Rules of Order will guide the proceedings of the Board of Officers meetings if the chair is challenged. Meetings may be held telephonically or by other electronic means provided all attendees can hear and speak in real time as if present in person. Section 8. Officers. (a) President. The president will be the Chief Executive Officer of the Division. He/she shall preside at all meetings, preserve order, appoint all committees with the approval of the Board of Officers not otherwise provided for, and see that the officers and committees perform their respective duties. He shall be an ex officio member of all committees appointed by him/her. (b) Vice Presidents. The Vice Presidents shall assist the President in the performance of his/her duties and shall exercise the powers of the president in his/her absence or in case of his/her death. (c) Secretary. The Secretary shall perform the duties usual to the office of the Secretary and in assistance to the President.


(d) Treasurer. The Treasurer shall keep all the financial records in a safe place, shall pay all authorized bills promptly on consultation with the President, and shall report on the Division’s financial affairs periodically. He/she also shall report periodically to the treasurer of the USPTA in accordance with the USPTA bylaws. (e) Regional Vice President. The Regional Vice President of the Division, along with the president of the Division, will represent the Division on the Executive Committee of the USPTA in accordance with the USPTA bylaws. Section 9. Regional Meeting Areas and State Representatives. (a) Regional Meeting Areas. These regional meeting areas will be divided in the following manner: Connecticut, Eastern Massachusetts and Rhode Island, Western Massachusetts, Maine, Northern Vermont and Southern New Hampshire, or other such areas designated by the Board of Officers. (b) State Representatives or State Presidents. The President of the Division, with the approval of the Board of Officers, shall appoint a division member to be State Representative or State President for each of the regional meeting areas. That person will coordinate all area specific USPTA activities (other than testing). Section 10. One office per person. Except as provided hereinabove, in no event shall any two of the offices comprising the Board of Officers be filled by the same person. Section 11. Removal of Officers and Committee Members. Any officer or committee member may be removed from office or a committee for cause, by a two-thirds majority vote of the Board of Officers. Cause will include, but not be limited to, breach of the USPTA Code of Ethics, dereliction of duties, malfeasance. Article IV Membership Meeting The members of the Division shall meet annually, or more often, at a time or times set forth by the Board of Officers. At the membership meetings, which shall


be chaired by the President of the Division, the members may discuss the affairs of the Division and make recommendations to the Board. They also may vote in person or by proxy on proposed amendments to the Bylaws of USPTA, as set forth therein. Article V Amendments to the Bylaws Amendments to the bylaws may be adopted by the USPTA Board of Directors, by the majority vote of the Board of Officers or proposed by a member to the Board of Officers and approved by a vote thereafter of the members at a meeting called upon due notice or by a mail ballot. In the event an amendment is adopted by mail in ballot, a member must have at least twenty-one (21) days to return their ballot. The proposed amendment will be adopted if at least two-thirds of those voting vote to adopt the amendment. The effective date of any amendment will be when the amendment is adopted or at a time specified in the amendment resolution. Any amendment to the bylaws may be revoked by the USPTA Board of Directors at its discretion, and the Divisional amendment process is under the supervision of the USPTA Board of Officers, which may be invoked or modified at its discretion. Article VI Incorporation in these bylaws of the USPTA bylaws All pertinent provisions of the USPTA bylaws, such as but not limited to, membership eligibility requirements, the code of ethics and disciplinary proceedings, are incorporated by reference in these bylaws. In the event of a conflict between these bylaws and the USPTA bylaws, or in the absence of a provision in these bylaws covering an issue, the USPTA bylaws shall control. The USPTA Board of Directors shall have the exclusive authority to interpret and resolve any conflicts arising under these bylaws. 1

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Revised/Approved June 25, 2023 New England Amended Bylaws


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