By-Laws of Green Spring Tennis & Educational Foundation
Article I – Name & Purpose
Section 1. Name: The name of the organization shall be the Green Spring Tennis & Educational Foundation (the “Foundation”). It shall be a non-profit organization incorporated under the laws of the State of Maryland.
Section 2. Purpose: The purpose of the Foundation is to promote the game of tennis in Baltimore County, MD and the surrounding areas.
Article II – Board of Directors
Section 1. Board Role, Size & Compensation: The Board is responsible for overall policy and direction of the Foundation, and is to delegate responsibility of day-to-day operations to the officers and committees. The Board shall consist initially of four (4) directors. The number of directors may be increased or decreased from time to time by the Board, but shall not be less than three (3) nor more than ten (10). No part of the net earnings of the Foundation shall inure to the benefit of its directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation to said parties for services rendered.
Section 2. Terms & Election Procedures: All Board members shall serve three-year terms. The directors shall be elected at the Annual Meeting of the Board of Directors. New directors shall be elected by a majority of directors present at such meeting, provided there is a quorum present. Each Director shall hold office until the next annual meeting upon which their term has expired and until his/her successor shall be elected and qualified, unless prior thereto he/she dies, resigns or is removed from office.
Section 3. Meetings. There shall be at least one annual meeting of the Board of Directors. The notice of a meeting shall be given at least fourteen (14) days before the meeting to all Directors.
Section 4. Quorum: A quorum must be attended by at least forty percent of board members, whether in person or by telephone, for business transactions to take place and motions to pass. Each member of the Board shall have one vote that may be exercised in person or by phone.
Section 5. Officers & Duties: The Board shall elect officers, including the President, Vice-Chair, Secretary and Treasurer at the Annual Meeting. Each officer shall hold office for a term of two years.
a. Duties of the President: The President shall be responsible for convening all regularly scheduled meetings and presiding over all Board meetings and administrative affairs of the Foundation except those reserved for the Secretary and the Treasurer.
b. Duties of the Vice President: The Vice President shall assist the President in the performance of duties and shall exercise all power of the President in his/her absence.
c. Duties of the Secretary: The Secretary shall keep the minutes of the Foundation Board meetings and conduct all general correspondence of the Foundation. The Secretary shall be responsible for keeping records of Board’s actions, sending out meeting announcements, distributing copies of minutes and agendas to each board member and assuring that corporate records are maintained. In the absence of the Vice President, the Secretary will exercise all power of the Vice President. In the absence of the Secretary or in the event of his/her inability to act, the President may appoint an Assistant Secretary to act temporarily in his/her place.
d. Duties of the Treasurer: Subject to the direction of the Board of Directors, the Treasurer shall have charge and custody of and shall receive and disburse the funds of the Foundation. When necessary or proper, he/she shall endorse checks to pay all properly authorized bills charged to the Foundation and shall deposit all funds of the Foundation in such banks or other depositories as may be designated by the Board of Directors. The Treasurer shall report in writing the state of finances of the Foundation at the Annual Meeting of the Foundation 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. In the absence of the Treasurer or in the event of his/her inability to act, the President may appoint an Assistant Treasurer to act temporarily in his/her place. The Board of Directors may require the Treasurer and any Assistant Treasurer to be bonded for the faithful discharge of his/her duties in such sums and with such surety as the Board may determine.
Section 6. Vacancies: When a vacancy on the board exists mid-term, the Secretary must receive nominations for new board members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
When a vacancy in the office of any officer arises mid-term, the Board of Directors may vote to fill such office at the next board meeting, and the officer so elected shall hold office until the next Annual Meeting of the Board.
Section 7. Resignations: Any director or officer of the Foundation or any member of any committee may resign at any time by giving written notice to the Board of Directors, to the President or to the Secretary of the Foundation.
Section 8. Removals: Any director may be removed at any time by a three-fourths vote of the remaining directors. The Board of Directors may remove any officer by a majority vote of the Board whenever in its judgment the best interests of the Foundation will be served thereby.
Section 9. Special Meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board. The Secretary shall send out notices of special meetings to each board member at least two weeks in advance.
Article III – Committees
Section 1. Committee Formation: The Board of Directors may from time to time designate and appoint one or more special committees with such powers and duties as the Board of Directors may determine. At least one of each such committee shall be a member of the Board of Directors. Such committee may have as advisors persons who are not directors or officers of the Foundation.
Section 2. Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and By-laws, the Executive Committee shall have all the powers and authority of the Board of Directors, and is subject to the direction and control of the full board.
Article IV. Limitation of Liability and Indemnity
Section 1. Liability. No person shall be liable to the Foundation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer or director of the Foundation 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 his own affairs; or
b. Took or omitted to take such action in reliance upon advice of counsel for the Foundation or upon statement made or confirmation furnished by officers or agents of the Foundation that he/she had reasonable grounds to believe.
The foregoing shall not be exclusive of other rights and defenses to which said person may be entitled as a matter of law.
Section 2. Indemnity: Any person who at any time serves as an officer or director of the Foundation shall have a right to be indemnified by the Foundation to the fullest extent permitted by law against:
a. reasonable expenses, including attorney’s fees, incurred by him or her in connection with any threatened, pending or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding (and any appeal therein), seeking to hold him/her liable by reason of the fact that he/she is or was acting in such capacity; and
b reasonable payments made by him/her for which said person may have become liable in any such action, suit or proceeding.
This indemnification shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. This right of indemnification shall be in addition to and not exclusive of all other rights to which any person may be entitled.
Article V – General Provisions
Section 1. Fiscal Year: The fiscal year of the Foundation shall be the calendar year unless otherwise fixed by the Board of Directors.
Section 2. Notice: Whenever any notice is required by the By-Laws, the Articles of Incorporation, or any law to be given to any director or officer, such notice may be given in writing or by fax at his/her place of business, if any, or at such address as appears in the Foundation’s records as their home address. Any notice made by fax shall be deemed to have been given when it is delivered for transmission and any notice given by mail shall be deemed to have been given when it has been deposited in a post office, in a regularly maintained letter box or with a postal carrier.
Section 3. Amendments: The Board of Directors shall have the power to make, alter, amend or repeal the Bylaws at any duly convened meeting of the Board of Directors by the affirmative vote of a majority of the directors at any such meeting at which a quorum is present.
Section 4. Dissolution: In the event of the dissolution of the Foundation, its assets remaining after payment or provision for payment, of all debts and liabilities of the Foundation shall be distributed for one or more of its tax-exempt purposes or shall be distributed to the federal, state or local government, for a public purpose, subject to and in accordance with any applicable laws.
Article VI – Tax Exemption Provisions
Section 1. Prohibited Transactions with Regard to Tax Exemption:
a. The Foundation shall not engage in any act that could constitute a real or potential basis for denial of tax exemption under applicable law.
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:
i. Lend any part of its income or corpus, without the receipt of adequate security and a reasonable rate of interest;
ii. Pay any compensation in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered;
iii. Make any part of its services available on a preferential basis;
iv. Make any substantial purchase of securities or any other property for more than adequate consideration in money or money’s worth;
v. Engage in any other transaction that results in substantial diversion of its income or corpus;
vi. 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:
i. Are used to a substantial degree for purposes of functions other than those constituting the basis for tax exemption; or
ii. Are invested in such a manner as to jeopardize the function constituting the basis for the Foundation’s tax-exempt status.
d. Gifts: The Foundation shall be authorized to receive gifts, donations, legacies and bequests, subject to approval of the Board by majority vote.
These bylaws were approved at a meeting of the Board of Directors on __________________.
Secretary _________________________ Date: ______________________