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CORPORATE BYLAWS

OF

THE LOUISVILLE TENNIS ASSOCIATION, INC.

ARTICLE I

OFFICES

The Principal Office of the Corporation shall be in the City of Louisville, County of Jefferson, Commonwealth of Kentucky.

ARITICLE II

BOARD OF DIRECTORS

          Section 1, Authority and Number: The affairs, business and property of the corporation shall be managed and controlled by its Board of Directors, numbering not less than three (3) nor more than eleven (11) members who need to be residents of Kentucky.

          Section 2, Term of Office. The Board of Directors initially appointed in the Articles of Incorporation may serve staggering terms in office which shall number not less than one nor more than three years. Said staggered terms shall be apportioned between all of the directors to the extent that one-third (1/3) of the directors shall serve the lesser terms: another one-third (1/3) of the directors shall serve the greater term of three years. The term of office each director shall initially serve shall be fixed by a majority vote of the directors initially appointed in the Articles of Incorporation.

          Section 3, Election. The directors shall hold office until the explanation of their respective terms of office and until their successors have been elected and qualified, unless sooner removed by death, resignation, disqualification or otherwise. The election of directors to fill expired of any directors shall be held at a regular meeting. If such a meeting is held within 15 days prior to the expiration of such director’s term of office, provided however that such elections are not reserved to the corporate members, if any, in such case, the election of directors to fill the expired terms of any director shall be held at a Special Meeting called by the members for that purpose.

          Section 4, Special Meeting. A special meeting of the Board of Directors may be called by, or at the request of, any officer of the corporation, or by any two or more directors. The persons or person authorized to call such special meeting, and taking into consideration the proximity and convenience to all such affected board members. Notice of such Special Meeting shall be in accordance with the notice provisions of Section 7 hereof. Robert’s Rules of Order (latest edition) shall prevail at all such meetings.

          Section 5, Regular Meetings. Regular meetings of the Board of Directors shall be held monthly on the First Monday Day of each month, with or without notice other than the notice provided in these bylaws, or by written resolution if said date is changed by an act of the Board of Directors.

Section 5 shall be amended to regular meeting should be held at least twice a year but not to exceed six in a calendar year.

          Section 6, Annual Meetings. Annual meetings of the Board of Directors shall be held each year on the second Saturday of November each year, or if such day be a legal holiday such meeting shall be held on the next succeeding business day. Said annual meeting shall be held for the purpose of appointing the officers of the corporation, appointing directors to fill any expired terms of office, and the transaction of any other business that may come before the board.

          Section 7, Notice. Notice of any meetings provided under these Bylaws shall be given at least five days prior to the date fixed for such meetings by written notice personally delivered or sent by Certified Mail, telegram or wire to the last known address of each director as shown in the records of the corporation. If such notice is given by mail, it is deemed delivered when deposited with the United States Postal Service, property addressed with postage prepaid, or if given by telegraph or wire, such notice is deemed delivered when delivered by the telegraph or wire company. Any director may waive notice of any meeting by personally attending, unless such attendance is for the express purpose of objecting to the legality of such meeting.

          Section 8, Quorum. The number of directors necessary to constitute a quorum shall be 5: but if less than such numbers are present at said meetings, a majority of the directors present shall adjourn the meeting. Any act by a lawful quorum of directors shall be an act by the Board of directors, unless such act requires a greater number of directors by law or by these Bylaws.

          Section 9, Compensation. Directors shall not receive any stated or fixed salaries for their services, but by a resolution of the ‘Board of Directors, fixed sum and an expense allowance for attendance, if any may be allowed for attendance at each regular, special and annual meeting, however, nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Article III

OFFICERS

          Section 1, Officers. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may elect or appoint such other officers as it may deem necessary. Any two offices may be held by the same person, except the office of president and secretary.

          Section 2 Election. The officers of the corporation shall be elected annually by the board of directors at the Annual Meeting of the Board of Directors. Each officer so elected at the annual meeting shall hold office until the next annual meeting of the board of directors and until his (her) successor shall have been duly elected and qualified.

          Section 3, Removal. Any officer elected or appointed by the board of directors may be removed by a majority vote of the board of directors whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to any contractual rights, if any, of the officer so removed.

          Section 4, Vacancies. A vacancy in any office occasioned by death resignation, removal disqualification or otherwise may be filled by the board of directors at its next regular meeting, or a special meeting called for that purpose, for the unexpired portion of the term.

          Section 5, President. The President shall be principal executive officer of the corporation and shall in general supervise and control all of the day to day business affairs of the corporation. He shall preside at all the meetings and sign any contract, deeds or other instruments which he deems necessary to the functioning of the corporation. In general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

          Section 6, Vice President. In the absence of the president or in the event of his inability to act the vice-president shall perform the duties of the president and when so acting shall have all power of, and be subject to all the restrictions upon the president.

          Section 7, Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors, if any, in one or more books provided for that purpose: prepare and send all notices as provided under these Bylaws, or as required by law; be custodian of the corporate records; and in general to perform all duties incidental to the office of Secretary and such other duties as from time to time may be assigned to him (her) by the president or by the Board of Directors.

          Section 8, Treasurer; The treasurer shall charge and custody of, and be responsible for all funds of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such bank as shall be selected by the president and, in general, perform such other duties as from time to time may be assigned to him (her) by the president or by the board of directors.

ARTICLE IV

ACTION BY RESOLUTION

The Board of Directors may act, without convening a regular or special meeting, by written resolution signed by all of the members of the board of directors, and duly entered in the Corporate Records.

ARTICLE V

RECORDS

The corporation shall keep correct and complete books and records of accounts, and shall keep minutes of all proceedings of its board of directors, committees and, if applicable, its members. All books and records of the corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

          Section 1, Contracts. The board of directors may authorize any officer or officers agents or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, this corporation, and such authority may be general or confined to specific instances.

          Section 2, Checks. All checks, drafts or orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agents or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such termination by the board of directors such instruments shall be signed by the treasurer or the president of the corporation.

          Section 3, Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the president may select.

          Section 4, Gifts. The board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.

ARTICLE VII

The fiscal year of the corporation shall end on December 31 of each year.

 

 
 
 
 
 
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