1st amended and restated
articles of association and by laws
auburn table tennis club
we the members of the auburn table tennis club, in order to promote the great sport of table tennis, an athletic activity unsurpassed in providing a lifetime of positive physical, mental, emotional and spiritual well being and good health to all who play, do hereby adopt the following 1st amended and restated articles of association and by laws. the articles and by laws set forth herein supersede all prior articles and by laws of the club.
the purpose of the auburn table tennis club is to promote the sport of table tennis through encouraging and facilitating play, practice, competition and the pleasure and enjoyment of the sport. the club shall be known as the “auburn table tennis club” (hereafter, the “club”). the club shall be affiliated with the united states of america table tennis association (usatt) and shall be subject to the rules and by-laws of that organization. the club shall actively seek to develop participation in the sport of table tennis by persons of every age, sex, race, color, sexual orientation and creed and by persons with physical and/or mental disabilities and shall seek to associate itself with those local, regional, and/or national organizations or entities which may provide opportunities for such development. this club is organized and operated exclusively for social welfare purposes, and to engage in any lawful activity in connection therewith, none of which is for profit, for which associations may be organized under section 501(c) of the internal revenue code.
section 2.1 eligibility. any person who supports the purposes of the club and the usatt is eligible to apply for membership.
section 2.2 membership. the club shall have a single “regular membership” category, which shall be kept as a roster maintained by the president. an application for membership may be made by any individual, orally or in writing, to any member of the executive committee, who shall forward such request to the president. upon receipt of such request, the president shall include the applying individual as a member of the club. all members shall provide an e-mail address to the club, which shall be the method of providing any notice to such member, for any reason.
section 2.3 dues. day to day functioning of the club shall be maintained by the collection of nightly and/or event fees reasonably calculated to provide for the expenses of the club, which are primarily the equipment costs (tables, nets, balls, barriers) and location rental, but will include ancillary expenditures as determined by the executive committee. special assessments may occur in the event that monies need be raised to compliment the regular playing fees for unforeseen necessities of the club. payments of such special assessments will be entirely voluntary.
section 2.4 termination of membership. any member may terminate his/her membership by requesting such termination. the club shall terminate a member if they no longer can be contacted via e-mail, upon reasonable efforts of the club to make contact with such member or at the discretion of the president if such member has been absent from play exceeding one year. any member may be terminated, if by two-thirds vote of the executive committee, during any regular or special meetings, on grounds that such member impedes article i. furthermore any member may be suspended, without cause, from play for a period not exceeding the next regular or specially called meeting by unanimous consent of the president, vice president and secretary.
article iii –meetings & dissolution
section 3.1 place. meetings of members shall be held at a place to be designated from time to time by the president or the executive committee.
section 3.2 regular meetings. the club shall have regular meetings at least twice per year. once in each calendar year, the executive committee shall be nominated and elected, as set forth in article iv.
section 3.3 special meetings. special meetings of members may be called by the president or secretary or any two members of the executive committee, and shall be held not sooner than ten days after notice of such meeting is given to the members. special meetings shall be held at any designated location within five miles of auburn, california.
section 3.4 quorum. nine members present in person or by telephone shall constitute a quorum. no proxies may be given or accepted. a meeting may be held open or continued, at the discretion of the president, to permit voting as to matters before the club, which voting may be conducted and completed via electronic mail.
section 3.5 vote for dissolution. a vote to dissolve the club may be taken only at a semi- annual or special meeting. such dissolution shall require a two-thirds majority vote of the current members present. notification of the proposed vote for dissolution must be sent by e-mail to all current members not less than two weeks before the date of said meeting. the submission of a proposal of dissolution may be made the president, or any four members of the executive committee.
section 3.6 absence of quorum. in the event that a quorum is not obtained under the procedures described in section 4.1, the executive committee may subsequently dissolve the club by a vote of its members at a special meeting. a three-fourths majority vote of all current members of the executive committee shall be required.
section 3.7 distribution of funds upon dissolution. upon dissolution of the club, any funds remaining in the club accounts shall be disbursed to qualified members as defined below. such disbursement will be by formula defined below. qualified members for the purpose of sharing in funds of dissolution are those players who have played at least on 75 occasions since the inception of the club and 50 occasions within the 24-month period immediately prior to the date of dissolution and on 25 occasions during the 12-month period immediately prior to the date of dissolution. the formula used for the purpose of dissolution shall be: each qualified member shall receive the monies derived by summing the occasions of play for such qualified member divided by sum of occasions of play of all qualified members multiplied by the funds available for distribution. in the event of dissolution every effort will be made to sell all club non-cash assets. if individual non-cash assets cannot be sold for an amount exceeding 50% of the depreciated cost such asset shall be donated to a charitable, educational, scientific or philanthropic organizations to be selected by the executive committee and therefore not available for distribution.
article iv – executive committee
section 4.1 eligibility. any regular member is qualified to be a member of the executive committee.
section 4.2 officers and directors. the executive committee shall consist of officers and directors, including a president, vice-president, treasurer and secretary (as officers) and directors (numbering no less than four members) who shall have primary or shared responsibilities in the following areas: open play; website maintenance; orientation; purchasing; venue set-up; program support; youth director, and such other or additional areas as may be determined to be necessary by the president. in addition to certain specific areas of responsibility as may be assumed by any director, a primary contribution of each such director is providing input, ideas, criticisms and general feedback, encouragement and guidance to the executive committee as a whole and to the officers individually, for the benefit of the club to grow, change, improve and best meet the needs of the members and fulfill the purpose for which the club exists. the executive committee members shall serve until the then next annual meeting of the members, at which time all positions shall be open and subject to a majority vote of the members in attendance. a member may continue to serve on the executive committee from year to year. a member may hold multiple positions on the executive committee, but no member, acting in the capacity of a director, shall be entitled to any more than one vote on any matter put before the executive committee.
section 4.3 duties of the president. the president provides the overall leadership of the club and manages the round robin program. the president provides an annual report to the members of the overall status of the club. the president is authorized to establish and operate any necessary bank accounts for the club. all past presidents shall maintain emeritus status within the executive committee and have one vote. he/she may only vote on matters brought for vote during a meeting in which he/she attends. a past president shall be removed from the executive committee if absent from club play in excess of one year, except for medical reasons.
section 4.4 duties of the vice-president. the vice-president acts as president when required, advises the president, serves as club referee, and provides for table and net maintenance. the vice-president is authorized to operate any necessary bank accounts for the club.
section 4.5 duties of the treasurer. the treasurer shall provide the treasury function of the club. the treasurer shall provide an annual report of the financial status of the club, as well as a proposed budget for the succeeding year. the treasurer is authorized to operate any necessary bank accounts for the club.
section 4.6 duties of the secretary. the secretary provides and facilitates intra-club communication, and organizes club meetings and other club functions. the secretary is authorized to operate any necessary bank accounts for the club.
section 4.7 duties of the executive committee directors. in addition to the matters described above in section 4.2, the specific administrative duties of the directors shall be established and maintained on the club web site, as determined by the executive committee. in the event of the resignation of any executive committee director, the president shall appoint a new director to complete the term of said resigning director.
section 4.8 meetings of the executive committee. the executive committee shall meet as frequently as deemed necessary by the president, or upon the request of any three members of the executive committee. matters put to the executive committee shall be decided by majority vote. in lieu of any meeting held in person, the executive committee may be consulted via e-mail, provide input, feedback and voting via such e-mail, and matters addressed in such a manner shall suffice to meet any requirements for conducting a formal meeting. for any formal “in person” meeting, a quorum shall consist of one-third of the members of the executive committee.
article v – books and records; report and budget
section 5.1 funds. all monies received by the club shall be placed in a general operating fund as approved by the executive committee.
section 5.2 disbursements/accounting. disbursements for club expenses shall be by the president, vice-president, treasurer or secretary. no bond is required to be or shall be obtained in connection with the performance of any treasury functions.
section 5.3 report/budget. the treasurer shall annually provide a report to the members of the club’s financial status, and a budget of estimated income and expenses. any member of the executive committee may, at any time, inspect all books, records and documents of any kind relating to the club at the location where the records reside.
article vi – indemnification
the club shall indemnify and defend its officers and directors to the fullest extent permitted by california law.
article vii –
the principal place of business of the club shall be the residence of the president, unless otherwise determined by the executive committee.
article viii – amendments
the articles and by laws, except for article i, may be amended or altered solely upon a two-thirds vote of the executive committee or a majority of the members at any regular or special meeting, provided such meeting is duly noticed in advance and such notice includes the specific language of any such proposed amendment or alteration, given at least fifteen days prior to such meeting. article i may be amended or altered solely upon a unanimous vote of the executive committee or a 95 % majority of the members at any regular or special meeting, provided such meeting is duly noticed in advance and such notice includes the specific language of any such proposed amendment or alteration, given at least fifteen days prior to such meeting.
i, larry scott, hereby certify:
i am the duly elected and acting secretary of the auburn table tennis club, an unincorporated association, and that the foregoing 1st amended and restated articles of association and by laws are the true, correct and complete 1st amended and restated articles of association and by laws of the club, duly adopted february 21, 2009 by the unanimous consent of the members of the club present at the meeting conducted february 21, 2009. i further certify that the officers of this club as of 3/2/2011 are as follows: president: tom spesick; treasurer: bill kochenderfer; secretary: larry scott.
3/2/11 /s/ .
date: larry scott