Section 1 Principal Office; Purpose. The principal office of the Corporation (also referred to herein as the “Club”) shall be located at the Club’s facilities at 1000 Lomax Avenue, Charlotte, Mecklenburg County, North Carolina. The purpose of the Club is to provide social and recreational activities for its members.
Section 2 Registered Office. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 1 General Powers. The affairs of the Corporation shall be managed and directed by the Board of Directors or by such Executive Committee as the Directors may establish pursuant to these By-Laws. The Board of Directors shall have the power to make and amend rules and regulations pertaining to the operation of the Club.
Section 2 Number, Term and Qualifications. The number of Directors of the Corporation shall consist of such number, not less than twelve (12) nor more than eighteen (18), as shall be determined from time to time by resolution of the Stockholders or the Board of Directors. Each Director shall be a Stockholder of this Corporation or the spouse of a Stockholder of this Corporation; provided, however, that up to three Board Members may be Associate Members or spouses of Associate Members. Each Director shall hold office for the term for which he is elected or until his successor is duly elected and qualified.
Section 3 Classification of Directors. The members of the Board of Directors shall be divided into three classes, with each such class to consist of up to six Directors. At each annual meeting of the Stockholders of the Corporation, the successors of the class of Directors whose terms shall expire in that year shall be elected for a term of three years by a ballot of the Members who are eligible to vote as provided herein. No member of the Board of Directors who has served two consecutive full three-year terms shall be re-elected until after the expiration of one year.
Section 4 Election of Directors. Except as provided in Section 5 of this Article, the Directors shall be elected at the annual or substitute annual meeting of the Stockholders; and those persons who receive the highest number of votes shall be deemed to have been elected. Directors shall take office and assume their duties as Director following their election by the Stockholders on such date as the Stockholders may direct at the time of their election.
Section 5 Vacancies. A vacancy occurring in the Board of Directors, including a directorship not filled by the Stockholders and any directorship to be filled by reason of an increase in the number of Directors, may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 6 Executive Committees. The Board of Directors by resolution adopted by a majority of the Directors in office may designate one or more committees, each of which shall consist of two or more Directors, which committee to the extent provided in such resolution shall have and may exercise all of the authority of the Board of Directors in the management of the affairs of the Corporation, within the limits specifically prescribed by the Board of Directors.
Section 1 Annual and Regular Meetings. An annual meeting of the Board of Directors may be held promptly following the annual meeting of the Stockholders or the substitute annual meeting of the Stockholders. In addition, the Board of Directors may hold additional regular meetings at the times and places, either within or without the State of North Carolina, as determined by the Board.
Section 2 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or the Secretary or any two Directors. Such meetings may be held either within or without the State of North Carolina.
Section 3 Notice of Meetings. No notice of any annual or regular meeting of the Board of Directors shall be required. Notice of any special meeting of the Board of Directors shall be given at least two days previous thereto by any usual means of communications (including by posting notice or by email to the Directors). Such notice need not specify the purpose for which the meeting is called. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called.
Section 4 Quorum. A quorum shall consist of a majority of the members of the Board of Directors then in office.
Section 5 Manner of Acting. Except as otherwise provided in these Bylaws, the act of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the number of Directors fixed by these By-Laws shall be required to adopt a resolution constituting an Executive Committee. Each member of the Board of Directors shall be entitled to one vote and no Director shall vote by proxy. If no quorum is present at any meeting, it may adjourn from time to time until a quorum shall be present.
Section 6 Organization. Each meeting of the Board of Directors shall be presided over by the President, or in the absence of the President, by any person selected to preside by vote of the majority of the Directors present. The Secretary, or in his absence, an Assistant Secretary, and in the absence of both the Secretary and Assistant Secretary, any person designated by the Chairman of the meeting, shall act as Secretary of the meeting.
Section 1 Classes of Members. The Corporation shall have three primary classes of Members, with certain subclassifications, as follows:
Section 2 Approval of Regular and Individual Members. The Board of Directors shall annually elect a Membership Committee to be comprised of three members of the Board, one of whom shall be the President of the Corporation. All persons desiring Regular or Individual Membership in the Corporation shall be sponsored by a Regular or Individual Member and shall submit an application, in form satisfactory to the Membership Committee along with the endorsement of two additional Regular, Individual or Associate Members. The Membership Committee shall vote on all applicants, and shall submit to the Board of Directors the names of all applicants who have the approval of two members of the Membership Committee. The Board of Directors shall consider applicants approved by the Membership Committee from time to time as vacancies occur. In order to be approved for membership, the applicant must be approved by the Board of Directors with two or more negative votes by Directors constituting a rejection of the applicant. Applicants in each membership class shall be considered, investigated, approved or rejected in chronological order until all vacancies are filled; provided, however, that any former members in good standing who reapplied for membership may, upon request and at the discretion of the Membership Committee, be placed at the top of the waiting list and be considered for the next available vacancy. From time to time, the Board of Directors may adopt certain programs or policies that permit non-members or individuals on the Club’s waiting list limited access to certain activities at the Club (e.g., participation in clinics or lessons at non-member rates, participation in the “Tennis While You Wait” program, etc.); provided, that such limited access does not jeopardize the tax exempt status of the Club and is consistent with the Club’s purpose. Exceptions to any membership requirements or privileges as set forth in these Bylaws shall only be permitted upon a three-fourths (¾) vote of the Directors present at a duly convened meeting of the Board of Directors.
Section 3 Qualifications and Privileges of Regular Members.
Section 4 Qualifications and Privileges of Individual Members.
Such Young Adult member shall pay the prescribed fees and dues enumerated above in full during the next dues cycle. Upon payment of the fees and dues within the prescribed period of time, the Young Adult member shall have the same qualifications and privileges as Regular Members and shall be transferred to the Regular Member Registry as soon as a vacancy in the Regular Membership occurs.
Section 5 Number of Regular and Individual Members.
Section 6 Qualifications and Privileges of Associate Members.
Section 7 Annual Dues.
Any dues paid by an outgoing Regular, Individual or Associate Member in excess of the above shall be refunded to such Member.
Section 8 Change of Fees or Dues; Changes in Authorized Membership Levels; Special Assessments.
Section 9 Transfer of Shares of the Corporation Stock.
Section 10 Transfer to Associate Memberships. Upon the death of an Associate Member leaving a husband or wife surviving, such husband or wife shall succeed to the Associate Membership of his or her deceased spouse and shall continue to be an Associate Member for so long as such surviving spouse pays the annual dues applicable to such membership.
Section 11 Voting Rights. Regular and Individual Members shall be entitled to one vote (in person or by proxy) on each matter submitted to a vote of the members. Associate Members shall not be entitled to any vote.
Section 12 Transfer of Membership; Deferral of Membership. Membership in this Corporation is not transferable or assignable except as provided to the contrary in Sections 8 and 9. Applicants who receive a membership invitation can choose to defer joining the Club one time for one year. After receiving a membership invitation the following year, the applicant must either join the Club or remove their application for membership consideration.
Section 13 Expulsion and Censure.
Section 14 Resignation.
Section 15 Termination of Membership by Default.
Section 16 Equal Opportunity. No person shall be denied membership in the Club because of race, religion, color, sex or national origin.
Section 17 Leave of Absence. Regular, Associate and Individual members who have been members in good standing at that membership status for at least two years may elect, upon application and approval, to convert their membership to Leave of Absence status. The Membership Committee shall review all Leave of Absence applications and shall have the discretion to approve or deny any request to convert to Leave of Absence status. Eligible members may convert to Leave of Absence status one time for a period of one year. During their Leave of Absence, members may not occupy or use the Club facilities and will not be responsible for dues or charges that would have been otherwise payable. At the end of the one year Leave of Absence period, and unless specifically extended by the Membership Committee under exigent circumstances, the member must, either convert to the appropriate Regular, Associate or Individual membership status or resign from the club.
Upon reactivation of their membership, the member will assume all the privileges and responsibilities of the club membership, must pay any dues and charges that would have been payable for the prior year in which the membership was suspended, and will be billed at the current rate for dues and other charges.
Section 1 Place of Meeting. All meetings of members shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated by the Board of Directors or the President in the notice of meeting. Upon the approval of the Board of Directors, any annual or special meeting of the Stockholders may be held virtually, with Stockholders being able to vote and attend the meeting online.
Section 2 Annual Meetings. The annual meeting of the Stockholders and Members shall be held each year at such time and at such place, either within or without the State of North Carolina, as the Board of Directors shall designate from time to time, for the purpose of electing Directors of the Corporation and for the transaction of such other business as may be properly brought before the meeting.
Section 3 Substitute Annual Meetings. If the annual meeting shall not be held at the time and place originally designated by the Board of Directors as provided by these By-Laws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.
Section 4 Special Meetings. Special meetings of the stockholders and members may be called by the President, the Board of Directors, or by stockholders having one eighth (1/8) of the votes entitled to cast at such meeting.
Section 5 Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting shall be posted on the Club bulletin board and website not less than ten (10) nor more than fifty (50) days before the date thereof, at the direction of the President, the Secretary or other person calling the meeting to each stockholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat, unless it is a matter, other than the election of Directors, on which notice to the membership is expressly required by law. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.
Section 6 Quorum. A quorum shall consist of forty (40) stockholders. If a quorum is not present at any meeting of the stockholders, a majority of the stockholders may adjourn the meeting from time to time without further notice; and, at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.
Section 7 Proxies. At any meeting of the stockholders, a stockholder entitled to vote may vote by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 1 Number. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person except the offices of President and Secretary.
Section 2 Qualification. All officers of the Corporation shall be elected from the membership of the Board of Directors. The President shall have served as a member of the Board of Directors at least one (1) full year prior to election to office.
Section 3 Honorary Officers. The Board of Directors may elect honorary officers from among the entire membership of the Corporation of any and every character, number and for any term of office as they shall from time to time determine.
Section 4 Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors and shall take office following such election on such date as the Board shall designate in connection with such officers’ election. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until a successor shall have been duly elected and shall qualify.
Section 5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 6 President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the Corporation. The President shall, when present, preside at all meetings of the Directors and stockholders and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.
Section 7 Vice President. The Vice President, and if there be more than one, the Vice President designated by the Board of Directors, shall, in the absence or disability of the President, have the powers to perform the duties of said office. In addition, each Vice President shall perform such other duties and have such other powers as shall be prescribed by the President or the Board of Directors.
Section 8 Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and Directors. He shall give, or cause to be given, all notices required by law and by these By-Laws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall keep a register of the members, by classes, and the post office address of each member which shall be furnished to the Secretary by such member. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.
Section 9 Treasurer. The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose and shall generally perform all other duties incident to the office of Treasurer and such other duties as may be assigned to him from time to time by the President or the Board of Directors.
Section 10 Assistant Secretaries and Treasurers. The Assistant Secretaries and Assistant Treasurers, if any, shall, in the absence or disability of the Secretary and the Treasurer, respectively, have all the powers and perform all the duties of those offices, and they shall in general perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.
Section 11 Bonds. The Board of Directors may by resolution require any or all of the officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any note, deed or other instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by the vote of three-fourths (¾) of the number of directors present at a duly convened meeting of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4 Deposits. All funds of the Corporation not otherwise employed or invested shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.
Section 1 Certificates of Membership. The Board of Directors may provide, in their discretion, for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President, or a Vice President, and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation.
Section 2 Issuance of Certificates of Membership. A certificate of membership shall be issued in the name of a member and delivered to him by the Secretary if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article VIII.
Section 1 Certificates of Shares. Certificates representing shares of the stock in the Corporation shall be issued, in such form as the Board of Directors shall determine, to every stockholder for the fully paid share owned by him. These certificates shall be signed by the President or a Vice President and by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued and the date of issue, shall be entered on the stock transfer books of the Corporation.
Section 2 Transfer of Shares. Transfer of shares shall be made on the stock transfer books of the Corporation only upon the surrender of the certificate for the share sought to be transferred by the record holder thereof or by his duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued. All transfers of shares shall be subject to the provisions of Section 9 and 10 of Article IV of the By-Laws.
Section 3 Lost Certificates. The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may, in its discretion, require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees having any of the authority of the Board of Directors. It shall keep at its registered office or principal office in this State a record of the names and addresses of its members entitled to vote. All books and records of the Corporation may be inspected by any Regular Member or his agent or attorney for any proper purpose at any reasonable time.
Section 1 Rules and Regulations. The Board of Directors shall have the authority from time to time to establish such rules as it deems fit regulating the use of the facilities of the Corporation, and the conduct of members while using the facilities, and such rules and regulations pertaining to the privilege of members having guests to use the facilities of the Corporation as it sees fit.
Section 2 Informal Action. Any action required to be taken at a meeting of the stockholders or the Board of Directors of the Corporation or any action which may be taken at a meeting of the stockholders or Board of Directors, may be taken without a meeting if a consent in writing is given by all of the stockholders entitled to vote with respect to the subject matter thereof, or all the Directors, or all of the members of the Committee of Directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any article or document filed with the Secretary of State.
Section 3 Waiver of Notice. Whenever any notice is required by law, or under the provisions of the Certificate of Incorporation, or by the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 4 Seal. The corporate seal of the Corporation shall consist of two concentric circles between which are the names of the Corporation and “CHARLOTTE, NORTH CAROLINA” and in the center of which is the work “SEAL” and the year of incorporation. The seal may be used by causing it in a facsimile thereof to be impressed or fixed or reproduced by any means.
Section 5 Fiscal Year. The fiscal year of the Corporation shall be a calendar year, unless otherwise fixed by resolution of the Board of Directors.
Section 6 Amendments to By-Laws. The By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a vote of three-fourths (¾) of the members of the Board of Directors who are present at any regular meeting or at any special meeting of the Board of Directors. At least twenty (20) days prior to any proposed vote by the Board of Directors, the membership shall be advised in writing of the subject matter of the proposed amendment by a posting on the Club bulletin board and website. The notice shall state the time and place of the meeting and shall state in substance the proposals for change, alteration or repeal which will be considered.
Section 7 ”Member” and “Stockholder”. The term “Member” as appears in these By- Laws shall mean and refer to Regular Members, Associate Members and Individual Members (and any subclassification thereof) unless the context and provisions of these By- Laws indicated to the contrary. For the avoidance of doubt, “Stockholders” of the Corporation are limited to Members of the Club that are issued stock in the Corporation who have voting rights as provided in these Bylaws.
Section 8 Indemnification. Any person who at any time serves or has served as a director of the Corporation shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) expenses, including reasonable attorneys’ fees, actually and necessarily incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, arising out of his or her status as such director, or his or her status as an officer of the Corporation, and (b) any liability incurred by him or her, including without limitation, satisfaction of any judgment, money decree, fine, penalty or settlement, for which he or she may have become liable in connection with any such action, suit or proceeding.