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USTA South Carolina BY-LAWS
(Revision Approved 12/2/2006, Amended 06/10/2007

TABLE OF CONTENTS

     Title                                                                                                Page No.

Article  I:   Name, Legal Status and Purpose,  Page No. 2
Article  II:   Membership,  Page No. 2
Article  III:   Annual Business and Special Meetings of the Membership,  Page No. 3
Article  IV:   Voting Rights,  Page No. 4
Article  V:   Officers,  Page No. 5
Article  VI:   Area Directors,  Page No. 6
Article  VII:   Board of Directors,  Page No. 6
Article  VIII:   Staff and Consultants,  Page No.  8
Article  IX:   Committees,  Page No. 8
Article  X:   Non-Discrimination,  Page No. 11
Article  XI:    Conduct of Business,  Page No. 11
Article  XII:   Amendments,  Page No. 12

ARTICLE I
Name, Legal Status, and Purpose
Section 1.  The organization shall be known as USTA South Carolina Incorporated (formerly known as the South Carolina Tennis Association, Inc.) and referred to hereinafter as “USTA SC.” All subsequent references to Board of Directors or Board, Officers and Committees shall denote USTA SC entities.
Section 2.  USTA SC shall be incorporated as a nonprofit organization under the laws of the State of South Carolina.
Section 3.  USTA SC shall operate in a manner consistent with the policies of the United States Tennis Association, Incorporated, hereinafter referred to as “USTA,” and USTA Southern Section, hereinafter referred to as “USTA Southern.” Any By-Law of USTA or USTA Southern shall take precedence over these By-Laws.
Section 4.  The purpose of USTA SC shall be to develop, support, and promote the game of tennis as a means of healthful recreation and physical fitness.  To accomplish this purpose, USTA SC shall:
     a. Represent USTA and USTA Southern in organizing, regulating, and promoting their programs and activities and in working closely with other organizations  that support the game of tennis
     b. Promote the growth of tennis in the State of South Carolina by expanding programs in underserved geographical areas and increasing diverse participation in programs and leadership
     c. Support the SC Professional Tennis Association, the SC Tennis Patrons Foundation, community tennis associations and other allied groups that promote and develop the growth of tennis in South Carolina
     d. Establish and maintain rules of fair play and high standards of sportsmanship
     e. Engage in any other lawful activity necessary to carry out the purpose of USTA SC
ARTICLE II
Membership
Section 1.  Individual membership shall be granted automatically to any resident of South Carolina who is a member in good standing of the USTA.
Section 2.  The Board may grant honorary membership to any individual.
Section 3.  Organizational membership shall be automatically granted to any club, school, association, or organization in South Carolina that is granted membership in USTA. 
Section 4.  Application and resignation for organizational and individual membership shall be made directly to the USTA and shall be submitted in accordance with USTA regulations.
Section 5.  By exercising membership in USTA SC, each organizational and individual member agrees to abide by the rules and regulations of USTA SC, USTA Southern, and USTA. Members agree to be bound by the grievance procedures referenced in these By-Laws in any grievance against USTA SC, USTA Southern or USTA (including any members, Boards, employees, contractors, volunteers, or participants in activities of these organizations). Members also agree to fully exhaust the administrative remedies of these organizations before resorting to any court, agency, or other forum to resolve grievances or complaints.
Section 6.  The Executive Committee, upon recommendation from the Grievance Committee following due process, may prohibit any member from participating in any or all USTA South Carolina activities for cause. Such cause may include, but is not limited to, violations of these By-Laws or of tennis rules and regulations or infractions of The Code of fair play and good sportsmanship. In extreme cases, the Executive Committee may recommend to USTA that a member be expelled.

ARTICLE III
Annual Business and Special Meetings of the Membership
Section 1.  USTA SC shall conduct an annual business meeting to elect Officers and Area Directors and to transact other business. The date and location for the annual business meeting shall be determined by the President with the concurrence of the Executive Committee.
Section 2.  Special meetings of the membership may be called by the President or by the Executive Committee at any time. Special meetings shall also be called by the President on receipt of a written petition from ten or more organizational members.
Section 3.  Organizational members shall be notified of the date, time and location of the annual business meeting and the slate of nominees compiled by the Nominating Committee at least forty-five days prior to such meeting. Organizational members shall also be notified of the purpose, date, time and location of any special meeting at least fourteen days prior to such meeting.
Section 4.  At all annual business or special meetings of USTA SC, a quorum shall consist of twenty percent of the eligible certified organizational representatives (from pre-meeting certification process), including proxy voters and absentee ballots, provided that at least ten percent of all organizational members are represented.  Questions shall be decided by a simple majority of all votes cast.
 Section 5.  The President or the presiding officer shall establish the order of business at all meetings. 
Section 6.  Robert’s Rules of Order shall govern parliamentary procedures not specifically mentioned.  The President shall appoint a Parliamentarian to ensure that the proper procedures are used at all meetings.

ARTICLE IV
Voting Rights

Section 1.  Organizational members shall be eligible to vote at the USTA SC annual business meeting and special meetings of the membership. Individual and honorary members may be recognized to speak during such meetings, but shall not have voting rights.
Section 2.  Each organizational member may appoint one delegate who shall be permitted to vote on behalf of that organization at USTA SC membership meetings. Such appointments must be made in writing and submitted to the Secretary of USTA SC within the sixty day period prior to the meeting.
Section 3.  Proxy voting and absentee ballots are permitted, but proxies and absentee ballots must be filed in writing with the Secretary at least fifteen days prior to the vote.  In exceptional circumstances, the Secretary, with the consent of the President, is authorized to accept a proxy or absentee ballot within the fifteen-day period.
Section 4.  Each organizational member shall pay dues according to its USTA classification.  To be eligible to vote at USTA SC’s annual business or special meetings, dues must be current at the time of the meeting and organizational members must have been members for at least thirty days prior to such meetings.
ARTICLE V
Officers
Section 1.  The Officers of USTA SC shall be President, Executive Vice-President, up to three Vice-Presidents, Secretary, Treasurer, and Immediate Past President.
Section 2.  The PRESIDENT shall be the Chief Executive Officer and chair of the Board and Executive Committee, preside at all annual business and special meetings of USTA SC and the Board, be a member ex-officio of all committees and councils, perform such other duties as are necessarily incident to the office and appoint all committee chairs and committee members for whom appointments are not otherwise specified in these By-Laws.
Section 3.  The EXECUTIVE VICE PRESIDENT shall assist the President in the performance of duties and shall exercise all powers of the President in case of absence or incapacity. The Executive Vice President shall customarily succeed to the office of the President at the completion of a term as Executive Vice President.
Section 4.  The VICE PRESIDENTS shall fulfill duties assigned by the President, the Executive Vice President, the Board or the Executive Committee.
Section 5.  The SECRETARY shall be responsible for keeping records, certifying voting rights, giving notice and keeping minutes of the annual business, special and Board meetings. The Secretary shall also perform other duties assigned by the President, the Board or the Executive Committee.
Section 6.  The TREASURER shall be responsible for the management and oversight of USTA SC funds. The Treasurer shall be a member of the Budget Committee and shall assist in preparing a budget for the forthcoming fiscal year.
Section 7.  The IMMEDIATE PAST PRESIDENT, who has served at least eighteen months as President, shall be an officer and have the same voting rights as any other voting Board Member. If a President does not serve at least eighteen months, the Board, prior to the next regularly scheduled election, shall determine if this person shall serve as Immediate Past President. If it is determined that this person shall not serve as Immediate Past President, the Board may elect, by majority vote, another USTA SC Past President to serve in that role.
Section 8.  The STATE DELEGATE shall be the President or a designee of the President, and shall serve as representative of USTA SC to USTA Southern. The Delegate may cast the vote of USTA SC in the affairs of USTA Southern or may designate a proxy to vote.
ARTICLE VI
Area Directors
There shall be seven USTA South Carolina Area Directors who shall represent the tennis interests of their respective areas to the Board and communicate actions and interests of the Board to appropriate organizations and individuals within their respective areas. They will be visible and active members of their local tennis communities and must reside in the areas they represent. The areas to be represented are:
a. Northwest Area—Abbeville, Anderson, Greenville, Greenwood, Laurens, Oconee, and Pickens Counties
b. North Area—Cherokee, Chester, Chesterfield, Kershaw, Lancaster, Marlboro, Spartanburg, Union, and York Counties
c. East Area—Clarendon, Darlington, Dillon, Florence, Georgetown, Horry, Marion, and Williamsburg Counties
d. Southeast Area—Berkeley, Dorchester, Colleton, and Charleston Counties
e. South Area—Beaufort, Jasper, and Hampton Counties
f. West Area—Aiken, Allendale, Bamberg, Barnwell, Edgefield, McCormick, and Orangeburg Counties
g. Central Area—Calhoun, Fairfield, Lee, Lexington, Newberry, Richland, Saluda, and Sumter Counties
Article VII
Board of Directors
Section 1.  Board Composition
a. The Board shall consist of the Officers, the President of the SC Professional Tennis Association or a designee of such President, the Chair of the SC Tennis Officials Council or a designee of such Chair, the Area Directors, any Presidential appointees to the Board and all Past Presidents
b. The Immediate Past President shall have the right to vote. Other Past Presidents and Presidential Appointees may participate in Board meetings but shall not have the right to vote
Section 2.  Terms and Term Limits
a. The President shall serve no more than one two-year term except as described below and in Article VII, Section 5. A Past President may serve as President again upon the expiration of at least four years following that person’s previous term as President
b. The Executive Vice President shall serve no more than two consecutive two-year terms
c. Vice Presidents shall serve no more than three consecutive two-year terms
d. The Secretary and Treasurer shall serve without term limits.
e. Beginning with the election at the annual business meeting in 2007, Area Directors shall serve no more than three consecutive two-year terms
Section 3.  Presidential Appointments
The President may appoint up to three non-voting Board Members who represent constituencies, programs or areas of expertise within SC. An appointee will serve until:
a. The end of the appointing President’s term
b. The President rescinds the appointment
c. The Board removes the appointee in accordance with Article VII, Section 6
Section 4.  Board Meetings
a. The Board shall meet at least once each quarter during the fiscal year. Announcements and requests for reports for such meetings shall be sent one month in advance of pre-determined meeting dates
b. Special meetings of the Board may be called by the President. Notice must be sent to all Board members at least one week prior to such meetings
c. A quorum shall consist of at least half the voting members. A simple majority shall control on any vote unless otherwise specified in these By-Laws
Section 5.  Vacancies
a. If the office of the President shall become vacant before his/her term is completed, the Executive Vice president shall succeed immediately to the office as Interim President
b. In case of vacancy of any other elected officer or Area Director, the Nominating Committee shall recommend a successor and, by a majority vote, the Board shall elect a successor for the un-expired term, except as otherwise specified in these By-Laws
c. If a replacement President serves less than eighteen months of the predecessor’s term, then he/she may serve another term immediately. If the replacement President serves eighteen months or more, he/she is not eligible to serve another immediate term
Section 6.
At any meeting of the Board, any Officer, Area Director or Presidential Appointee may, by a vote of not less than two-thirds of the voting members of the Board, be removed from office for cause. A successor shall be selected pursuant to the provisions of Article VII Section 5 for elected positions. The President may appoint a successor for a Board Appointee.
ARTICLE VIII
Staff and Consultants
Section 1.  The President shall, with the consent of the Executive Committee, employ an Executive Director to manage the administrative and operational affairs of USTA SC, and the Executive Director may hire other personnel as necessary.  The duties and compensation of all staff members shall be determined by the Executive Committee.
Section 2.  The President shall appoint a General Counsel to advise and represent USTA SC on legal matters.  The General Counsel must be a member in good standing of the South Carolina Bar and shall serve without compensation, except by special authorization of the Executive Committee.
Section 3.  The Executive Director shall attend meetings of the Board and other meetings as directed by the President. The General Counsel will customarily attend meetings of the Board and may attend meetings of the Executive Committee and any other meetings at the invitation of the President.
ARTICLE IX
Councils, Committees and Sub-Committees
Section 1.  USTA SC shall establish such councils, committees and sub-committees as are necessary for the conduct of business. The requirements imposed by this Article shall apply to all such entities.
Section 2.  USTA SC shall have the following committees:
a. Executive
b. Nominating
c. Grievance
d. Sanction and Schedule
e. Budget
f. Long-Range Planning
g. Such other committees as may be established by the President or the Executive Committee.
Section 3.  Committee members may not appoint proxies to attend meetings or vote on their behalf.
Section 4.  The Chair of each committee shall preside at all committee meetings, be responsible for the functioning of the committee, and unless a recorder is appointed, be responsible for keeping a record of the proceedings. The members of all committees shall serve for two years or until their successors are appointed.
Section 5.  Committees may meet by electronic means if a quorum of members participating in the meeting can interact. Participation in a meeting by electronic means shall constitute being present in person at such meeting. Specific issues may be voted on by members of committees by mail or electronic means.
Section 6.  Meetings of any committee may be held with not less than five nor more than thirty days written notice to all members. This requirement may be waived by a quorum of the committee before or during the meeting with the waiver recorded in the minutes. Attendance at a committee meeting shall constitute waiver of notice. Meetings of any committee shall be held at such time and place as may be fixed by the Chair. A quorum of the members of any committee (see Article IX, Section 12) may call a meeting. All committees shall keep minutes of their proceedings, copies of which shall be sent by the Chair or Recorder of the committee to the Executive Director.
Section 7.  The Executive Committee shall manage the affairs of USTA SC between meetings of the Board. The Executive Committee shall consist of the President, the Executive Vice-President, the Vice-Presidents, the Secretary, the Treasurer, and the Immediate Past President. The Executive Committee is empowered to establish policy for USTA SC and act on any and all issues except for the approval or disapproval of any proposed amendment to the USTA SC By-Laws.
Section 8.  Nominating Committee
a. The Committee shall consist of a Chairperson, who shall be the Immediate Past President, the Incumbent President and at least five additional members, two of whom shall be Past Presidents. The Executive Vice President may be a member except he/she shall be excluded from any discussion, deliberation or vote relating to the position of President
b. The Committee shall prepare a slate of nominees for all positions subject to election at any annual business meeting. Such nominations shall be filed with the USTA SC Secretary at least 60 days prior to any annual business meeting. If, prior to the annual business meeting, a nominee vacancy occurs, the vacancy shall be filled by the Committee and the name of such person shall be placed in nomination at the annual business meeting by the Nominating Committee
c. Upon notification of the slate of nominees for any election, organizational members may submit additional nominations for any position open for election provided at least five other organizational members endorse such nominations. Any additional nomination, along with necessary endorsements, must be filed with the USTA SC Secretary no later than 30 days prior to the elections for which they are being placed in consideration
d. During elections at any annual business or special meeting, nominations may not be accepted from the floor
Section 9.  Grievance Committee
a. The Grievance Committee shall be responsible for investigating and adjudicating any written grievance brought against a USTA organizational or individual member concerning any alleged violation of a USTA, USTA Southern or USTA South Carolina By-law, regulation or policy, The Code of Conduct, or the Rules of Tennis
b. The Committee shall consist of at least five members, two of whom shall be a Chairman and a Vice Chairman. The Vice-Chairman shall act in the absence or disqualification of the Chairman. The Committee shall conduct its inquiries and make determinations pursuant to procedures approved by the Board
c. Grievances involving USTA League Tennis are handled by a separate League Grievance Committee. There is a separate League Grievance Committee formed within the League Program at the Local, State, Sectional and National levels
Section 10.  The Sanction and Schedule Committee shall be responsible for scheduling and sanctioning USTA SC tournaments. This sanctioning and scheduling shall be done in coordination with pertinent Committees at all appropriate levels. The proposed sanctions and schedules shall be submitted to the Board for approval.
Section 11.  The Budget Committee shall develop a proposed budget for the upcoming year and submit it to the Board for approval.  During the year, the Committee shall monitor the organization’s financial operations and recommend any necessary budget revisions.
Section 12.  The Long-Range Planning Committee shall consist of a Chair who shall be the Executive Vice President and at least four other persons. The Committee shall prepare a Plan to be updated annually.  The Plan shall be submitted to the Board for approval and made available thereafter to the general membership by the end of the year.  The Plan shall establish the objectives of USTA SC and its programs, as well as identify the time frames and required resources for their accomplishment.  The Committee shall also provide a procedure for measuring progress against the Plan and prepare an annual progress report.
Section 13.  Quorums for the following shall be:
a. Executive Committee–not less than five of its members
b. Nominating Committee–not less than four of its members
c. Grievance Committee–not less than two-thirds of its members
d. Long-Range Planning Committee–not less than two-thirds of its members
e. Budget Committee-not less than two-thirds of its members
f. All other committees–not less than one-half of their members
ARTICLE X
Non-Discrimination
Section 1.  USTA SC shall comply with all federal and state laws and regulations pertaining to non-discrimination and equal opportunity.
Section 2.  USTA SC shall not discriminate against any person on the basis of age, sex, race, ethnicity, creed, sexual orientation, color, physical condition, or national origin. Nonetheless, participation in tournaments, leagues and other events may be restricted on the basis of sex, age, skill level or disability.
ARTICLE XI
Conduct of Business
Section 1.  The fiscal year of USTA SC shall be from January 1 to December 31.
Section 2.  USTA SC shall conduct business in compliance with federal and state law, including laws and regulations pertaining to corporate compliance.
Section 3.  The fiscal management of USTA SC shall be overseen by the Board, and on its behalf, by the Treasurer and the Budget Committee.  The Board shall establish policies and require reports as necessary to ensure that financial activities are conducted in a legal and efficient manner.
Section 4.  The accounts of USTA SC shall be audited annually or more often as determined by the Board. An audited financial statement shall be distributed annually to the Board and made available to members on request.
Section 5.  The Executive Director and other employees of USTA SC shall be compensated as determined by the Executive Committee.  The Board and all other volunteers shall serve without compensation.
Section 6.  The President or the Executive Director may authorize the reasonable reimbursement of expenses incurred by any person in conjunction with the business of USTA SC.  Reimbursements are subject to review by the Board.
Section 7.  In the event of its dissolution, the assets of USTA SC shall be distributed for exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code to the SC Tennis Patrons Foundation [an IRS-approved 501(c)(3) organization] or other IRS-approved 501(c)(3), non-profit organizations as determined by the Board. No profit or benefit may inure to the benefit of any private Board Member, staff member, USTA member or individual.
Section 8.  The principal office of USTA SC shall be in the Columbia area or such other place in South Carolina as the Board may determine. USTA SC may have additional offices at such other places as the Board may select.
ARTICLE XII
Amendments
Section 1.  Proposed amendments to the USTA SC By-Laws must be received by the Secretary at least forty-five days prior to a scheduled Board meeting to be considered at such meeting. Amendments may be proposed by:
a. A member of the Board
b. A USTA SC committee
c. A petition from a USTA SC organizational member endorsed by at least five other organizational members
Section 2.  Organizational members shall be notified of any proposed changes to the By-Laws at least thirty days prior to a vote of the Board. Organizational members may submit written comments to the Board. Such comments must be received by the Secretary no later than fourteen days prior to the vote.
Section 3.  The By-Laws may be amended by two-thirds vote of the voting members of the full Board if notice of the proposed amendment is included in the notice of the meeting (at least thirty days prior to meeting date).
Section 4.  Organizational members shall be notified of Board action concerning proposed By-Law changes.

AMENDED 12-95, 12-97, 12-99, 12-00, 12-01, 8-04
REVISED 12-06 (To take effect 12/3/06)
AMENDED 06-07
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