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1st amended and restated articles of association and by laws of the auburn table tennis club preamble 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. certification 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 |