By-Laws
of the
Tierrasanta Tennis Club
(A non-profit California Corporation)
Table of Contents
Article I. Club Organization
2
Article II. Memberships
3
Article III. Dues, Fees, and Debts
5
Article IV. Board of Directors and Club Elections
6
Article V. Club Officers
7
Article VI. Regular Board Meetings
9
Article VII. General Membership Meetings
10
Article VIII. Miscellaneous
11
Article IX. Effective Date of By-Laws
11
Article X. Prohibition Against Sharing Club Profits and Assets
12
Article XI. Conflict of Interest
12
Article XII. Tennis Pro/Pro Shop Operations
12
Certificate of President
13
BY-LAWS
of the
Tierrasanta Tennis Club
(a non-profit California Corporation)
P.O. Box 420346
San Diego, California 92142
ARTICLE I.
CLUB ORGANIZATION
Section 1. Name
The organization shall be known as the TIERRASANTA TENNIS CLUB, a California non-profit
corporation, hereinafter referred to as the Club.
Section 2. Purpose
The Club is an organization of individual and family memberships organized to finance, manage,
develop, maintain, and perpetuate the tennis facilities at the Tierrasanta Community Park on a non-profit
basis for the enjoyment and benefit of youth and adult competitive and social tennis activities, and for
the use and benefit of members of the Club and the community whose participation is solicited and
encouraged on a non-discriminatory basis.
The Club shall be politically non-partisan and non-sectarian. It shall not take part in or lend its influence
or facilities directly or indirectly to promote the candidacy of any individual for public office nor shall it
sponsor or participate in issues or meetings of a political nature.
ARTICLE II.
MEMBERSHIPS
Section 1. Classes of Memberships
The following is a listing of the various classes of memberships of the Club. All members are eligible
for all privileges of the Club, except as noted.
a.
Family Memberships. This class of membership includes the husband and/or wife, and other
members of the family who normally reside in their household. Only the adults (members 18 years
and over on the day of the election) are eligible to vote or to hold office.
b.
Adult Memberships. This voting class of membership is for individuals who are 18 to 54 years of
age at any time during the calendar year.
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c.
d.
e.
Junior Memberships. This class of membership is for individuals who are under 18 years of age
during the entire calendar year. A Junior Member may not hold office.
Senior Memberships. This class of membership is for individuals who are 55 years of age or older
at any time during the calendar year.
Award Memberships. This is a non-voting class of membership for individuals who the Board has
voted to award a membership without the payment of fees. Award memberships may not exceed
one fiscal year.
Section 2. Membership Changes
With the approval of the Board of Directors in each instance:
a.
An Adult or Junior Membership may be changed to a Family membership. Payment of dues to
cover the cost of a Family membership is due as outlined in the Membership Fee Schedule.
b.
A Family membership may be changed to one or more Senior, Family, Adult or Junior
Memberships. Payment of dues sufficient to cover the cost of all memberships is due as outlined in
the Membership Fee Schedule.
Section 3. Acceptance of Members
Applications for memberships shall be submitted to the Membership Chairman and shall be
accompanied by required dues.
Section 4. Membership Status
a.
b.
c.
Membership Dues. Dues are due and payable on July 1 of each fiscal year for the forthcoming
year. Dues must be paid no later than the last day in July to maintain the membership in active
status. Dues paid after July 31 shall be subject to late fees.
Membership Delinquency, Suspension, and Revocation. If membership dues have not been paid by
the end of July, the membership will automatically be revoked without further action required of
the Board.
New Members. New members shall pay dues as outlined in the Membership Fee Schedule.
Section 5. Suspension and Revocation of Memberships
a.
b.
Revocation of membership, other than the automatic revocation for non-payment of dues noted
above, shall be effected by a majority vote of the Board. Such revocation action shall be for cause
and only after due notice and an opportunity for the member involved to be heard before a meeting
of the Board.
Suspension of membership shall be effected by a majority action of the Board, and such action
shall be only for cause. In the event of the suspension of a member, the suspension shall be
effective immediately upon due notification to the member. Upon notification of his suspension,
the member may request an appearance before the Board to support a plea for reinstatement to full
membership, or submit a written plea for reinstatement if unable or unwilling to appear personally.
(1) When a suspension has been ordered, regardless of appeal action in progress, the suspension
remains effective until withdrawal of membership has occurred.
(2) If a withdrawal of the suspension does not occur within two months, the suspension shall be
considered as a permanent revocation of membership without further action by the Board.
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(3)
c.
The Board may direct a suspension for a specified period of time. When this period has
expired, the membership is automatically restored to full privileges to which the member was
otherwise entitled.
Refunds. In the event a suspension or revocation of membership occurs, membership dues shall
not be refunded.
Section 6. Cause for Suspension or Revocation of a Membership
A membership may be suspended or revoked for any of the following reasons:
a.
At the request of the member.
b.
c.
d.
e.
f.
Failure to pay dues on time as specified in Article III, Sections 4.a and 4.b.
A serious violation of a Club rule, statute, or City of San Diego Ordinance, or for repeated
violations of any Club or City rules, or the Rules of Tennis Sportsmanship.
Activities detrimental to the Club.
Conduct reflecting unfavorably upon the Club, or using the name or influence of the Club without
proper authority, or for any personal gain or advantage.
Gross unsportsmanlike conduct, or gross disregard of the rights and privileges of other members of
the Club.
Section 7. Reinstatement of a Member
If a suspension or revocation of membership occurs, the previous member may be reinstated by Board
action. This reinstatement will be conditional upon the payment of the appropriate dues.
Section 8. Transferability of Membership
Membership in the Club is nontransferable and not assignable.
ARTICLE III. DUES, FEES, AND DEBTS
Section 1. Dues, Fees, and Assessments
The amount of dues and/or use fees for each Membership classification and the time and manner of
payment of all dues of all members shall be determined from time to time by resolution of the Board.
Dues are payable annually in advance of July 1. All changes in fees shall be subject to prior approval of
the City.
a.
Membership Dues are outlined in the Membership Fee Schedule.
b.
Special Assessments shall be made only with the approval of a two-thirds majority of the
membership voting for such an assessment.
Section 2. Expenditures
All monies received shall be used only for administrative, maintenance, and improvement of the tennis
facilities under the control of the Club. No part of the dues, fees, or assessments of the Club shall be
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used for direct aid to any person or group, nor shall they be used to promote any commercial endeavor,
except as hereinafter stated.
a.
Tournaments. Revenues from tournaments may go towards community projects if specified on the
tournament entry form.
b.
Socials. Money shall be set aside for social events; i.e., barbecues, league refreshments, and entry
fees.
Section 3. Debts
No member or committee shall have the power or the authority to raise funds in the name of the Club as
dues or otherwise, except such power as is specifically authorized by the Board. No member or
committee shall be empowered to commit the Club to any indebtedness without a two-thirds vote of the
Board prior to incurring the indebtedness.
All employees and corporate officers who regularly handle funds for or on behalf of the lessee shall be
bonded. A copy of the fidelity bond shall be provided to the Park and Recreation Director. The bond
shall not include any restrictions requiring conviction before a claim is honored.
ARTICLE IV. BOARD OF DIRECTORS AND CLUB ELECTIONS
Section 1. Composition of Board
The Board of Directors normally shall consist of members of the Club who hold voting privileges in the
Club as defined in Article II, Section 1, and who have been elected to serve on the Board by the Club
membership. No person, or a member of such a person’s immediate family, who is receiving wages, a
salary, or a stipend from the Club shall serve on the Board while in such a status.
Section 2. Elections
a.
b.
c.
Seven Board members shall be elected annually from and by the membership. These seven
members shall hold the following offices: President, Vice-President, Secretary, Treasurer,
Membership Chairman, and two Members-at-Large. All eligible members desiring to be
considered for any one of the positions on the Board shall volunteer their names and specify the
one position sought in writing to the Vice-President no later than August 1st. The Board may also
appoint a Nominating Committee to submit recommendations to the Board. The Vice-President
shall chair this committee. The election shall be at the Annual Meeting.
Each adult member 18 years and over on the day of the election shall have one vote for each
vacant office.
Ballots shall be delivered to the voting membership at least 30 days in advance of the election.
Completed, signed ballots shall be returned to the ballot chairperson (appointed by the Board)
before or on the day of the election. The Board shall count the ballots at the Annual Meeting and
announce the results of the election.
Section 3. Recording Election Results
The Secretary of the Club shall enter the results of any election in the minutes, and notify newly elected
members of the Board that their office shall commence on October 1.
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Section 4. Special Elections
Special elections shall be held if requested by a written petition of at least 25 percent of the eligible
voting membership of the Club.
Such a petition may request either the recall of a particular Board member or amendment to the ByLaws. The Board may also call a special election to amend the By-Laws or to conduct other necessary
business.
A majority vote of the votes cast shall be required for a successful recall of a Board member.
A change to any By-Law of the Club requires a majority vote of the Board. If the membership wishes to
amend the By-Laws, they may overrule the Board at a special election.
If a petition seeking recall or amendment of the By-Laws is received, the Membership Chairman shall
verify the signatures thereon and, if an adequate number appear, notify the President who shall call a
special election. Such election date shall be no later than 45 days, nor earlier than 30 days, from the date
the petition is officially submitted to the Board.
Section 5. Term of Office
The term of office of each regularly elected member shall be one (1) year. New regularly elected
members of the Board shall take office at the next regular monthly meeting of the Board after October
first. Any specially elected member will take office at the next meeting of the Board and for the
unexpired term of that office.
Section 6. Authority of the Board
The Board of Directors is responsible for the activities of the Club. This authority shall include, but not
be limited to jurisdiction over the following:
a.
The determination and collection of all dues, fees, and assessments.
b.
The expenditure of funds.
c.
The use and management of Club facilities and equipment.
d.
Suspension and revocation of memberships and the issuance of written or verbal warnings to any
member.
e.
Revision of the By-Laws as needed.
f.
Appoint and remove, employ and discharge, and, except as otherwise provided in the By-Laws,
prescribe the duties and fix the compensation, of all agents and employees of the club.
g.
The Board shall not enter into any contract or agree to any expenditures for a term exceeding one
year. If the following conditions are met, in succession, before execution the Board may execute a
contract for a term not to exceed three years:



The Board must vote unanimously in favor of the proposed contract.
The Board must notify the general membership of said vote and terms of the proposed
contract.
The Board must wait 30 days after the membership notification in order to receive feedback, if
any, from membership.
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
After waiting the 30 days the Board must vote again unanimously in favor of the proposed
contract.
Section 7. Board Vacancies
a.
b.
c.
A Board member may resign by the submission of a written request to the Board.
A Board member shall be deemed to have resigned as a member if he fails to attend three
consecutive meetings of the Board, without having communicated to the Board in advance good
cause for such absences.
A vacancy in the Board, or any office thereof, will be filled by appointment concurred by at least
four Board members.
ARTICLE V. CLUB OFFICERS
Section 1. President
a.
b.
c.
d.
e.
f.
The President shall preside at all meetings and facilitate the business of the meetings.
The President shall enforce the provisions of the By-Laws and shall decide all questions of
procedure with respect to Board meetings.
The President shall appoint all committees or chairmanships not otherwise provided for in the ByLaws.
The President shall call all special meetings of the Board and of the membership where required
by these By-Laws.
The President shall appoint the regular standing committees as provided for in the By-Laws with
the approval of the majority of the Board.
The President or a designated representative shall represent the Club at the San Diego Tennis
Council and at the Tierrasanta Recreation Council meetings.
Section 2. Vice-President
a.
b.
c.
It is the duty of the Vice-President to exercise all the functions of the office of the President during
the absence of the President.
The Vice-President shall perform such other duties as may, from time to time, be assigned by the
President or prescribed by these By-Laws.
The Vice-President shall be in charge of the arrangements for the annual general membership
meeting and election.
Section 3. Membership Chairman
a.
b.
c.
The Membership Chairman shall be responsible for the keeping of all membership records.
The Membership Chairman shall collect all membership dues and shall promptly turn same over to
the Treasurer.
The Membership Chairman shall perform such other duties as may, from time to time, be assigned
by the President.
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Section 4. Secretary
a.
b.
The Secretary shall be responsible for maintaining the files, giving notice of, and keeping the
minutes of the meetings.
The Secretary shall perform such other duties as may, from time to time, be assigned by the
President.
Section 5. Treasurer
a.
b.
c.
d.
The Treasurer shall account for all monies received and shall deposit all sums in a depository
selected by him/her and approved by the Board.
The Treasurer shall keep a true and accurate account of the financial condition of the Club.
The Treasurer shall present to the members at the annual general membership meeting an up-todate audit of the Club’s financial status.
The Treasurer shall sign checks and instruments of indebtedness as directed by the Board.
Section 6. Members-at-Large
a.
b.
c.
There shall be two members-at-large elected by the membership.
They shall serve on the Board of Directors and have full voting privileges as previously specified.
The members at large shall perform such other duties as may, from time to time, be assigned by
the President.
ARTICLE VI. REGULAR BOARD MEETINGS
Section 1. Time and Place
a.
b.
c.
Board meetings shall be held regularly on a specified day and at a specified place every month for
the purpose of transacting such business as may come before the Board. The date and place for the
subsequent meeting normally shall be announced at the conclusion of each monthly meeting.
Special Board meetings may be called by the President.
Special Board meetings must be called by the President upon written request of 25 percent of the
Board members. Written notice stating the place, day, hour, and purpose of any such meeting shall
be delivered either personally, or by mail, to each Board member not less than five (5), nor more
than thirty (30) days prior to the day of such meeting.
Section 2. Attendance
a.
b.
Any member of the Club may attend these Board meetings, but may not vote and may not voice
his/her opinion on any issue unless recognized by the Chair.
An Executive Board meeting may be called whereby only Board members shall be present. The
use of such a session shall be limited to the purpose of considering a suspension and/or a
revocation of a membership, discussions related to personnel, personal issues or requests of
members, or the issuance of a written or verbal warning to a member.
Section 3. Quorum
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a.
b.
A quorum for the transaction of business by the Board shall be four members.
All actions of the Board shall require the affirmative vote of the majority voting.
Section 4. Motions and Voting
a.
b.
c.
Motions. The President may entertain a motion from any Board member to bring a question to the
floor.
Votes. Each of the Board members shall have one vote. There shall be proxy voting.
Telephonic Votes. Telephonic votes by the board members are valid when four of the members
vote in the affirmative.
Section 5. Contesting Board Decisions
A decision by the Board may be contested by a petition signed by at least 25 percent of the members. On
receipt of such a petition, the Board shall meet in special session at the earliest practical time to
reconsider the issue(s) raised by the petition. If the Board believes that the original decision was not
fully justified, it may amend its previous decision by adopting an appropriate motion; otherwise, the
original decision will stand as passed.
Section 6. Audit
a.
b.
A committee of two persons, one selected by the President of the Club, and one selected by the
members of the Board, shall conduct an audit at least once during the fiscal year.
A complete report of the audit shall then be prepared and presented to the Board at the next regular
meeting.
Section 7. Files and Records
a.
b.
The Club files and records shall be made available, upon approval of the Board, to any member
desiring to see them at a time convenient to the Membership Chairman, the Secretary, and/or the
Treasurer, but within a reasonable time.
Minutes, financial records, and tournament results shall be kept for at least seven years. These
records shall be kept by the Secretary.
ARTICLE VII. GENERAL MEMBERSHIP MEETINGS
Section 1. Annual Meeting
a.
b.
An annual general membership meeting shall normally be held in September. Notice of the time
and place of the meeting shall be sent to the members at least 30 days prior to the scheduled
meeting.
The annual general membership meeting is a combined pleasure and business session held for the
purpose of fostering social intermingling among members, to provide a forum for public
discussion of business matters, and to afford an opportunity for the members to express their
desires to the Board of Directors.
Section 2. Special Meetings
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A special general membership meeting shall also be called at the request of 25 percent of the members.
If practical, this meeting shall be held within thirty days thereafter; the date, time, place, and issues to be
discussed being announced in writing fifteen (15) days in advance of the meeting. Only those issues
announced will be brought up for discussion unless the majority voting choose to conduct other
necessary business.
Section 3. Rules Applicable to General Membership Meetings
a.
b.
Robert’s Rules of Order shall apply to all general membership meetings of the Club.
Any member may invite a guest(s) to the general membership meeting; however, such guests may
neither participate in any discussion, unless recognized by the Chair, nor vote on any measures
before the membership of the Club.
ARTICLE VIII. MISCELLANEOUS
Section 1. By-Law Revisions and Amendments
a.
b.
c.
d.
The By-Laws shall be reviewed by the Vice-President each year.
The Board by the affirmative vote of at least two-thirds (2/3rds) of the members may establish,
change, or revise the Standing Rules of the Club. Standing rules may be used to define the current
policies and procedures decided upon by the Board. Standing Rules shall remain in effect until
revoked or changed by the Board.
Any changes in the By-Laws must be communicated to the general membership.
Any action required or permitted to be taken by the Board under any provision of law may be
taken without a meeting, if all members of the Board shall individually or collectively consent in
writing to such action. Such written consent or consents shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same force and effect as
the unanimous vote of such Directors. Any certificate or other document filed under any provision
of law which relates to action so taken shall state that the action was taken by unanimous written
consent of the Board without a meeting and that the By-Laws of this Club authorize the Directors
to so act, and such statement shall be prima facie evidence of such authority.
Section 2. Non-Liability of Members
a.
No member of this Corporation shall be personally liable for the debt, liabilities, or obligation of
the Corporation.
Section 3. Gender
a.
Any reference in these By-Laws to the male or female gender shall be interchangeable.
ARTICLE IX. EFFECTIVE DATE OF BY-LAWS
Section 1. Effective Date of By-Laws
These By-Laws, after approval by the City of San Diego, shall become effective immediately on their
adoption. Amendments to these By-Laws, after approval by the City of San Diego, shall become
Tierrasanta Tennis Club By-Laws
10
effective immediately on their adoption unless, in adopting them as hereinafter provided, provide that
they are to become effective at a later date.
Section 2. Amendment
Subject to any provisions of law applicable to the amendment of By-Laws of non-profit corporations,
these By-Laws, or any of them, may be altered, amended, or repealed and new By-Laws adopted by the
vote or written assent of a majority of the members voting. Prior to amending these By-Laws, fifteen
(15) days advance notice to the membership shall be required. The notice shall include the language to
be amended.
Section 3. Certification and Inspection
The original, or a copy, of the By-Laws amended or otherwise altered to date, certified by the Secretary
of the Club, shall be recorded and kept in the principal office of the Club, and shall be open to
inspection by the members at all reasonable times during Club hours.
ARTICLE X. PROHIBITION AGAINST SHARING CLUB PROFITS AND ASSETS
No member, Director, officer, employee, or other person connected with this Club, or any other private
individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of
the Club, provided that this provision shall not prevent payment to any such person of reasonable
compensation for services rendered to or for the Club in effecting any of its purposes as shall be fixed
by resolutions of the Board; and no such person or persons shall be entitled to share in the distribution
of, and shall not receive, any of the corporate assets on dissolution of the Club. All members of the Club
shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the
affairs of the Club, whether voluntary or involuntary, the assets of the Club, after all debts have been
satisfied, then remaining in the hands of the Board shall be distributed to a non-profit fund, foundation,
or corporation which is organized and operated exclusively for social welfare purposes and which has
established its tax exempt status under appropriate provisions of the Internal Revenue Code.
ARTICLE XI. CONFLICT OF INTEREST
The Executive Director, Club Manager or any monitor shall not be an officer of the corporation nor one
of its directors, nor shall any officer or director serve as Executive Director. No officer or director shall
derive a financial benefit from the operation of the Club; he shall abstain from voting on any other
matter in which he has a conflicting financial interest after having first advised all other voting officers
and directors of the nature of the interest. A financial interest, as used herein, shall also include any
conflicting interest that the officer or director, or a spouse, or an immediate member of the family has in
a business or profession which directly or indirectly will affect or be affected by the operation of the
Club.
ARTICLE XII. TENNIS PRO/PRO SHOP OPERATIONS
The Lessee may hire a Tennis Professional under such terms and conditions as are necessary to carry out
the Lessee’s responsibilities. The terms of compensation of the Tennis Professional may include the
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sales rights to operate a “Pro Shop”, to provide tennis lessons on a fee basis, and other such terms or
conditions as may be required by the Board of Directors. The Tennis Professional may not serve as an
officer or director of the Lessee’s organization.
CERTIFICATE OF PRESIDENT
I,
hereby certify:
That I am the duly elected and acting President of TIERRASANTA TENNIS CLUB, a California
nonprofit corporation; and
That the foregoing By-Laws, consisting of thirteen (13) pages, constitute the Amended and Restated ByLaws of said Corporation as duly adopted on______________________________
, by two-thirds
(2/3)rds of the voting members.
DATED_____________________________________________________
SIGNATURE ________________________________________________
, President
Tierrasanta Tennis Club
P.O. Box 420346
San Diego, California 92142
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