BY-LAWS
OF
THE SANTA MONICA TENNIS CLUB
ARTICLE I
PURPOSE
The Santa Monica Tennis Club is a nonprofit corporation organized under the laws of the State of California, sanctioned as an activity of the City of Santa Monica Recreation Department. Its purpose is to promote interest in tennis and to organize tennis activities for the benefit of its members, consistent with its status as a 501(c)(4) organization dedicated to promoting social welfare through community recreation, with no part of the net earnings inuring to the benefit of any member and no substantial lobbying or political activities. All members of the Club are subject to these By-laws, the rules and regulations set forth by the Club’s Board of Directors and the rules and regulations of the Santa Monica Parks and Recreation Department for play on city courts.
ARTICLE II
NAME AND OFFICES
2.01 Name
The Name of this organization shall be The Santa Monica Tennis Club.
2.02 Principal Office
The principal office of the Club is in the City of Santa Monica, County of Los Angeles, and State of California, United States of America.
2.03 Mailing Address
The principal address of the Club is P.O. Box 2012, Santa Monica, CA 90406
2.04 Change of address
The Board of Directors is granted full power and authority to change the principal office of the Club from one location to another in the City of Santa Monica, California and/or the principal address. Any change of the principal office and/or address will be noted by the Secretary in these By-laws, but shall not be considered an amendment of these By-laws.
ARTICLE III
MEMBERS
3.01 Classification of Members
The entity has one class of members, single members. Any eligible person, over the age of eighteen (18) years may apply for personal membership, which membership applies solely to that person and conveys those rights as set forth and limited below, upon that person. A person may not hold and attempt to exercise rights under more than one Personal Membership, i.e., may not vote twice, etc.
3.02 Eligibility for Membership
Any natural person, of, or over the age of eighteen (18) years, is eligible to apply for Personal Membership in the Santa Monica Tennis Club and to be such a member.
3.03 Admission to Membership
Any natural person eligible for membership under Section 3.02 of these By-laws will be admitted to membership upon that person’s submission of a completed and signed application in the form then prescribed by the Board of Directors, together with payment of any applicable application and/or initiation fee, as specified in Section 3.04, and the dues for the membership term selected, as specified in Section 3.05 of these By-laws.
3.04 Application/Initiation Fee
An application fee, as determined from time to time by resolution of the Board of Directors, may be charged for, and if imposed, shall be payable with, applications for membership received thereafter. Any such application fee is separate from dues and is non-refundable. Former members who do not continue in membership, by resigning, failing to pay fees and/or dues, are liable for the application fee like brand new members. At the current time, there is no application/initiation fee, though the Club through its Board of Directors, reserves the right to change this and is hereby empowered to do so.
3.05 Membership Fees
Membership fees shall be determined and prescribed from time to time by resolution of the Board of Directors. The Board may establish different membership term lengths (for example, monthly, annual, or multi-year), with associated dues and any discounts for longer terms, and may specify the start and end dates of such terms. Membership shall begin on the date of payment (or such other date as the Board may establish) and shall continue for the term purchased, unless sooner terminated in accordance with these By-laws. Membership fees are non-refundable, except that if the Board of Directors terminates a member for reasons other than misconduct, the Club will return a pro-rated refund of dues paid by that member. Members who resign voluntarily, or who are expelled or suspended for misconduct, forfeit all dues and fees paid.
3.06 Rights and Privileges of Members
Holders of Personal Memberships in good standing are: entitled to receive member newsletters, when and if published by Club; to play at Open Play, to participate in member tournaments, when and if held by Club, to participate in any Club ladders and functions administered by the Club at the price set for members; to run for and to hold office in the Club or on the Board of Directors of the Club; to vote in all Club elections of Directors and other matters expressly submitted to the membership under these By-laws or required by law; to volunteer for and help run tournaments and/or volunteer activities administered by the Club, provided that they agree to and sign appropriate releases provided by the Club. The number, type, range, scheduling and pricing of these activities is at the sole determination of the Board of Directors and there are no vested rights to any particular activity, number of activities, scheduling of activities, continuation of activities or particular pricing of activities.
3.07 Member Conduct
In addition to paying dues and any applicable application fee, and abiding by these By-laws, members are responsible for complying with all laws, state and federal, with the ordinances of the City of Santa Monica and/or any other city or county where the Club holds or participates in an event, tournament or other activity, and with the rules governing Reed Park, the tennis courts, thereof and/or any other facility where the Club holds an event, tournament, activity or other function. In addition, no member shall swear, scream, use abusive language toward another member or other participant in any Club activity, event, tournament, or other function.
3.08 Number of Members
There is currently no limit on the number of members that the Club may admit. The Board of Directors is hereby granted the authority to cap membership, as such may become necessary.
3.09 Membership Book
The Club shall maintain a membership list in electronic form, currently by means of an online database (Google Sheets). The membership list shall include at minimum each member’s name and email address, and may also include additional information such as phone number, address, playing level, waiver acknowledgment, payment status, and membership year. The list shall also note if a member has been terminated and the date on which that membership ceased. The membership list is subject to the rights of inspection required by law only.
3.10 Certificates of Membership
The Club does not issue membership certificates. The Club via the Board of Directors hereby reserves and is empowered to issue membership/identity cards or similar devices to members to serve to identify members entitled to membership rights and privileges.
3.11 Non-liability of Members
No member of the Club is personally liable, solely based on membership, for the debts, obligations, or liabilities of the Club.
3.12 Non-Transferability of Memberships
Neither membership in the Club nor any rights in the membership may be transferred or assigned for value, or otherwise. The only path to membership is pursuant to Section 3.03 of these By-laws.
3.13 Termination of Membership
Membership in the Club, and all rights arising therefrom, shall terminate upon the occurrence of any of the following:
- Expiration. At the end of the membership term as established by the Board of Directors, if not renewed by payment of dues for a new term.
- Death of the member.
- Non-payment. Failure of funds in payment of dues or fees (e.g., returned check or failed electronic transaction).
- Expulsion. Misconduct, as determined by majority vote of the Board after a hearing with at least thirty (30) days’ prior written notice of the time and place of the hearing. In the event of expulsion, the member’s rights in the Club shall forthwith lapse. Refunds of dues, if any, shall be governed by Section 3.05.
3.14 Waiver of Liability
All members, as a condition of membership and participation in any club activity, event, tournament, or use of club facilities, shall be required to execute a written waiver of liability. This waiver shall acknowledge that participation involves inherent risks, including but not limited to physical injury, and that the member assumes all such risks. The waiver shall release the Club, its Board of Directors, officers, volunteers, and the City of Santa Monica from any claims, damages, or liabilities arising from ordinary negligence, except where caused by willful misconduct. The Board of Directors shall determine the form and content of the waiver, ensuring it is presented to members at the time of application or prior to participation in any activity. Failure to sign the waiver shall preclude participation in club-sponsored events.
ARTICLE IV
MEETINGS OF MEMBERS
4.01 Place
Meetings of the members, including the annual open board meeting, may be held in person at any location within the City of Santa Monica, State of California (or adjacent thereto) as designated by the Board of Directors, to provide a forum for discussion. Voting on all membership matters shall be conducted separately by electronic means, ensuring every member receives a ballot, and shall not require attendance at a meeting.
4.02 Regular Meetings
Yearly Open Board Meetings will be held between January 1st and March 31st– of each year at which members may attend, make comments and proposals and express their opinion regarding the function of the Club.
4.03 Special Meetings of Members
Special meetings of the members may be called for discussion purposes related to changing the By-laws of the organization, election or removal of Directors or other lawful and proper purposes, as outlined in these By-laws. Such meetings may be called by the Directors of the Board, with any four Directors able to initiate the call, or by written petition signed by 15% or more of the members of the Club entitled to vote. Special meetings shall be held in person at a date, time, and place in the City of Santa Monica as determined by the Board of Directors, or electronically if designated by the Board, to facilitate discussion. All voting on matters raised at special meetings shall be conducted separately by electronic ballot as provided in Section 4.06.
Special meetings will be held at a date, time and place in the City of Santa Monica as may be determined by the Board of Directors.
4.04 Notice of Meetings
The yearly open board meeting for the members shall be announced in the Club Newsletter no less than 10 days prior to the meeting, listing the place, date and time.
4.05 Quorum and Voting
A quorum for any membership vote, shall consist of fifteen percent (15%) of the members entitled to vote. Approval of any matter submitted to the members shall be by a majority of the votes cast, provided that the number of votes cast equals or exceeds the quorum requirement.
4.06 Written and Electronic Ballots
All actions that may be taken by members shall be conducted by electronic ballot, delivered via email or another accessible electronic method, ensuring that every member receives a ballot. Ballots must set forth the proposed action, provide an opportunity to specify approval or disapproval, and must state the time by which the ballot must be returned to be counted.
ARTICLE V
MANAGEMENT
5.01 Board of Directors
The Club shall be managed by a Board of Directors consisting of nine (9) directors, each of whom shall be a member of the Club. Five (5) directors constitute a quorum. No proxy voting is allowed.
5.02 Election and Term of Directors
- Nominations. Candidates may be nominated either by (1) a Nominating Committee appointed by the President with the consent of the nominee, or (2) a written petition signed by at least five members in good standing.
- Eligibility. Directors must be at least 18 years of age, residents of California, and able to participate in meetings in Santa Monica. Directors must maintain contact information (phone, email, or mailing address) while in office.
- Elections. Directors shall be elected by ballot, delivered electronically via email or through other secure electronic methods approved by the Board, to all members within thirty (30) days after nominations close. The candidates receiving the highest number of votes shall be elected to fill available seats.
- Terms. Directors serve terms of two (2) years. Terms shall be staggered so that approximately one-half of the Board is elected each year. Directors serve until their successors are elected and qualified. Directors may serve consecutive terms if re-elected.
- Holdover. A director whose term has expired shall continue to serve until a successor is elected.
5.03 Vacancies on the Board
A vacancy occurs upon a director’s death, resignation, or removal.
- Resignation/Death/Removal for Cause. Vacancies may be filled by majority vote of the remaining directors.
- Removal by Members (Without Cause). If members remove a director without cause, the vacancy shall be filled only by member vote.
5.04 Removal of Directors
- For Cause. The Board may remove a director for (1) unsound mind declared by a court, (2) felony or crime of moral turpitude, (3) breach of fiduciary duties, or (4) failure to attend three meetings.
- Without Cause. Members may remove any or all directors without cause by a majority vote at a special meeting called for that purpose, with notice provided as required by these Bylaws.
5.05 Meetings of the Board
- Regular meetings shall be held monthly at times set by the Board and are not open to general members.
- Special meetings may be called by four (4) directors or by petition of 15% of members.
- Meetings shall be conducted in a fair and orderly manner and may follow Robert’s Rules of Order where not inconsistent with these by-laws.
- Meetings of the Board may be held in person, by teleconference, videoconference, or other electronic means, provided that each director participating can hear and be heard by the others and can fully participate in the discussion and vote on matters before the Board.
5.06 Authority and Limits
- The Board shall not engage in deficit spending or incur debt.
- The Board shall strive to maintain a reserve sufficient to cover twelve (12) months of ordinary expenses.
- Expenditures over $250 require prior Board approval, except for recurring expenses that have already been approved in the annual budget (e.g., court fees, insurance, or other standing obligations).
5.07 Compensation of Directors
Directors serve without monetary compensation. During their term, directors are exempt from annual dues and may attend two (2) Club events per year without charge.
ARTICLE VI
OFFICERS
6.01 Officers and Titles
The officers of the Club shall be:
- President
- Vice President
- Secretary
- Treasurer
- Membership Director
The Board may, at its discretion, appoint additional directors to oversee specific functions (e.g. tournaments, social events, communications, website) as needed.
6.02 Duties of Officers
- President. The President presides at all meetings of the Board and the membership, serves as the primary liaison with the City of Santa Monica, oversees the general operations of the Club, and signs contracts and agreements on behalf of the Club. The President is an authorized signer on Club bank accounts and ensures that expenditures are consistent with the financial policies set by the Board in Article V.
- Vice President. The Vice President assists the President and presides in the President’s absence. If the President resigns or is unable to serve, the Vice President acts as President until the Board elects a new President.
- Secretary. The Secretary records and maintains minutes of all meetings of the Board and membership, maintains official records of the Club, and ensures timely distribution of notices required by these by-laws or by law.
- Treasurer. The Treasurer maintains accurate financial records, oversees the receipt and disbursement of funds, reconciles bank accounts, and prepares reports as required by Article VII. The Treasurer is an authorized signer on Club bank accounts, executes payments in accordance with the financial policies set by the Board in Article V, and coordinates with an outside accountant as directed by the Board.
- Membership Director. The Membership Director maintains the official membership list, welcomes new members, reports membership numbers to the Board, and oversees member communications.
6.03 Appointment and Term
Officers are chosen by and from among the Board of Directors and serve at the pleasure of the Board. Officers’ terms run concurrently with their term as directors, unless they resign or are removed earlier by Board action.
6.04 Compensation of Officers
Officers serve without compensation. If the Board determines that a necessary officer duty cannot reasonably be performed by a volunteer, it may contract with an outside individual or service provider to perform that duty for a period not to exceed one (1) year, within the Club’s budget and subject to Board approval.
ARTICLE VII
CORPORATE RECORDS AND REPORTS
7.01 Records
The Club shall maintain adequate and correct books and records, including accounts, membership records, and minutes of meetings of the Board, committees, and members. Records shall be maintained in electronic form, with paper copies produced if required.
7.02 Annual Financial Report
Within 120 days after the close of each fiscal year, the Treasurer shall prepare and present to the Board an annual financial report, including a balance sheet and income statement. A summary of this report shall be made available to members. The report shall include a summary of significant transactions and any support provided to directors or officers, as directed by the Board of Directors.
7.03 Contracts and Other Records
Contracts and other legal instruments executed on behalf of the Club shall be maintained as part of the Club’s records.