KTP Bylaws

Written by Jerry Kawecki

Tuesday, 23 June 2009 18:55

BYLAWS OF THE KRAFT TENNIS PARTNERS, INC.

DATED 19 Oct 2008

AMENDED: 19 April 2009, 1 November 2009, 25 April 2010

ADDENDUM (A): 25 April 2010

ARTICLE 1- BYLAWS

ARTICLE1.1: BYLAWS. These bylaws provide the procedures for the operation of the Kraft Tennis Partners, Inc. (Herein after called the KTP) incorporated on 28 July 2008, in the state of Florida.

ARTICLE 1.2:LEGISLATIVE BASIS. The members of the KTP are governed by these bylaws.

ARTICLE 1.3: GOVERNANCE. The KTP shall be governed by its members within the terms and conditions set forth in the bylaws. A Board of Directors shall enact decisions of the members and ensure that all provisions of the BYLAWS are properly enacted.

ARTICLE 1.4: NONPROFIT STATUS. The KTP is not empowered to engage, except as an insubstantial part of its activities, in endeavors other than those related to the purposes outlined in the Articles of Incorporation. No part of the funds received by the KTP shall inure to the benefit of any member; and no Officer, Director or member shall receive or be entitled to any pecuniary profit from the operations thereof, except for reimbursement of expenses incurred by them on behalf of the KTP and as authorized by the Board of Directors.

ARTICLE II – MEMBERSHIP

ARTICLE 2.1: MEMBERSHIP. Each individual who is a legal member of the KTP is an owner of an undivided proportionate interest in the funds and assets of the corporation. Decisions of the KTP will be taken by vote of the members with one (1) vote allocated to each member. All expenses of KTP shall be assessed as a common expense of the members, proportionate to the number of current members. The membership is limited to court availability as determined by court usage reports and voted on by the membership. A waiting list of potential new members will be maintained by date received.

ARTICLE 2.1 a: Each KTP member must also become a member and remaining in good standing of the Kraft Athletic Club (KAC).

ARTICLE 2.1 b: Members wishing to terminate their membership may do so in any of the following manner: (1) Transfer membership by name to a relative (2) Transfer it to the KTP for resale to the first individual on the KTP waiting list and be refunded initial membership fee (3) Sell it on the open market if options 1 & 2 are unavailable.

ARTICLE 2.1 b.1: Members wishing to membership in the KTP will officially notify the KTP Membership Chairman either by Email or US Postal service of intent to terminate. Under the rules of ARTICLE 2.1. b: if option (1) is selected, resigning member will provide name, address, and phone number of relative. There will be no reimbursement of maintenance fees paid or initial membership fee. If option (2) is selected, resigning member will receive refund of his/her initial membership fee from KTP upon acceptance and payment of initial membership fee by a new member.

ARTICLE 2.1 b.2: The following procedure will be used with option (2): Upon notification of membership termination, the Membership Chairman will contact the first person on the waiting list. Individual will have seven days to accept and submit application and membership payment. If individual declines, the membership offer will go to the next person on the waiting list, and the declining individual will be moved to the bottom of the waiting list. This process will continue until an individual accepts a KTP membership.

ARTICLE III – BOARD OF DIRECTORS

ARTICLE 3.1: COMPOSITION. The affairs of the KTP will be managed by a Board of Directors of nine (9) members (hereinafter called the Board) elected by the members. The Elected Board of Directors will assume one of the following five (5) officer positions: President, Secretary; Treasurer, Membership Chairperson, Facilities Liason Officer; to run the day to day operations of the KTP. All Board Members will be active dues paying KTP member.

President: Chief Executive Officer responsible for overall management and supervision of KTP to include relationship with KAC. Call / Preside over board meetings, annual membership meeting, and special meetings. Prepare annual report. Appoint committees as required.

Secretary: Responsible for keeping minutes of all meetings, maintaining all records and documents, insuring members are notified by whatever means of all meetings.

Treasurer: Responsible for maintaining all fiscal assets, collecting membership fees and monthly maintenance fees, pay all bills, prepare financial reports.

Membership Chairperson: Responsible for maintaining and validating membership roster, resolve all membership disputes, enforce membership play rules, maintain membership waiting list.

Facilities Liason Officer: Will maintain liason with Maintenance Committee for insuring courts ,club house and equipment are maintained properly.

ARTICLE 3.2: BOARD MEETINGS. A meeting of the Board of Directors occurs whenever a quorum (a minimum of five (5) members) of the Board gathers to conduct KTP business. All meetings of the Board shall be open to all members. Notices of all Board meetings must be

E-mailed, mailed or delivered to members at least 72 hours prior to such meeting, except in the case of an emergency. In the latter case, members must be notified by e-mail or telephone or otherwise at least twenty-four (24) hours prior to such meeting. A special assessment may not be levied at a Board meeting without membership approval. Directors may not vote by proxy or by secret ballot at Board meetings, except that secret ballots may be used in the election of officers. This Article applies to the meeting of any committee formed by the Board, including anybody vested with the power to act in behalf of the Board, to authorize expenditure of KTP funds, or property owned by KTP. Minutes of the Board meetings must be posted at the clubhouse and the KTP web site or Emailed to the members.

Article 3.3: DUTIES AND RESPONSIBILITIES OF THE BOARD. The Board shall be responsible for preparation and maintenance of the following documents and records of the Association:

(a) Notices of all meetings;

(b)

(b) Minutes of all meeting (for a 7-year period) of the KTP or the Board in written form. A vote or abstention from voting on each matter voted upon by each Director must be recorded in the minutes;

(c)

(c) All plans, specifications, permits and warranties related to the areas that the KTP is obligated to maintain, repair, or replace;

(d)

(d) Copy of the Bylaws and amendments thereto;

(e)

(e) Copy of the Articles of Incorporation and amendments thereto;;

(f)

(f) Current roster of all members and their mailing addresses;

(g)

(g) All of the KTP insurance polices for 7 years;

(h)

(h) Current copies of all contracts to which the KTP is a party, including without limitation: any management agreements, lease, or other contract under which the KTP has an obligation or responsibility for one year, for work to be performed are to be retained until the item has been reviewed by the members at the annual meeting.

(i)

(i) All financial and accounting records of the KTP (for 7 years) which must include:

(a) Accurate, itemized and detailed records of all receipts and disbursements;

(b) Current periodic statements of the accounts for each member, designating the name and current mailing & Email address of each member who is obligate to pay assessments, the due date, the received date, and amount of each assessment or other charge against the member and the balance due;

(d) All other records that identification, measure, record or communicate financial information and any other records the Board deems necessary.

ARTICLE 3.4: RESIGNATIONS, REMOVALS AND VACANCIES.

Section 1. Resignation. Any director, officer, employee, agent or committee member of the KTP may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective unless otherwise provided therein.

Section 2. Removal. Any officer, employee or agent of KTP may be removed by the Board of Directors whenever in its judgement the best interests of KTP will be served thereby.

Section 3. Vacancies. Any vacancy in the office of any officer arising from death, resignation, removal or other cause may be filled at any time by the Board of Directors at any meeting, and the officer so appointed shall hold office until the next membership meeting and until his successor shall have been elected.

ARTICLE 3.5: INSPECTION AND COPYING OF RECORDS. Records shall be maintained and must be open for inspection and available for photocopy by members or their authorized agents at reasonable times and places within ten (10) business days after receipt of a written request for access.

ARTICLE 3.6: BUDGETS. The Board of Directors shall prepare an annual budget for the following year for presentation to the members at the Annual Meeting. The budget must include the estimated revenues and administrative and operating expenses for that year and the estimated surplus or deficit as of the end of the current year. The budget will include the cost (following bidding) of proposals of members of items to be considered by all members and the impact. The budget and assessments must be approved by 33% of the total membership (33% includes members present at the meeting and by proxies)

Article 3.7. BUDGET AUTHORIZATION. Approval of the budget will be the authorization to the Board to implement the activities so approved. Special assessments for expenditures over and above budget to be approved by a quorum of members. The members of the Board of Directors are fully accountable to the members of KTP. See ADDENDUM

ARTICLE 3.8: DISCRETIONARY FUNDING. No more than 10% of the operating and administrative budget shall be designated as a reserve fund for use at the discretion of the Board of Directors upon their majority consent.

ARTICLE 3.9: EMERGENCY FUNDING. Shall a situation arise requiring the expenditure of funds not contained in the budget approved by members, a special meeting of the members will be called to decide on the actions to be taken and the additional amount, if any, which may be required from the members by way of special assessment.

Article 3.10: FINANCIAL REPORTING. The Board of Directors will prepare an annual financial report within (60) days after the close of the calendar year and distribute it to the members. The financial report must consist of a financial report on actual receipts and expenditures, on a cash basis, which report shall minimally show the amount of receipts and expenditures by classification; and the beginning and ending cash balances.

ARTICLE 3.11: COMMITTEES. The Board of Directors shall establish such Committees as they deem necessary to fulfill their obligations under these bylaws. Committees empowered to exercise any authority of the Board must have at least one (1) Board members seated on that committee.

ARTICLE 3.12: SPECIAL EVENTS.

The Board of Directors is authorized to periodically conduct special events to raise funds and community tennis awareness at the KTP facilities.

ARTICLE 3.13: LEAGUE PLAY. All League Play must be approved by the Board at the beginning of each season. Team Captains are required approval for their planned league play from the Board to ensure the club has the capacity to support authorized league play while still allowing member access for play.

ARTICLE 3.14: PILOT PROGRAMS. The Board of Directors is authorized to conduct tennis pilot programs to test the feasability of incorporating that program into our Bylaws and Rules & Regulations. Such programs will not impact prime time or team play and shall not continue beyond the next scheduled membership meeting without membership approval.

ARTICLE IV

ASSOCIATION MEMBERS

ARTICLE 4.1: OBLIGATIONS OF THE MEMBERS. Each member and the member’s guests are governed by and must comply with the governing documents of the KTP.

ARTICLE 4.2: RULES AND REGULATIONS. Stated in Membership Application and attached hereto.

ARTICLE 4.3: VOTING RIGHTS. The KTP may not suspend the voting rights of a member, except the KTP may suspend voting rights of a member who fails to pay monthly maintenance or guest fees, or otherwise fails to be a member in good standing.

ARTICLE V

FEES, PAYMENTS AND ASSESSMENTS

ARTICLE 5.1: INITIAL MEMBERSHIP FEE. Payment of initial membership fee, as determined by the Board and approved by the membership, shall be due within 7 days of joining the KTP.

ARTICLE 5.2: QUARTERLY MEMBERSHIP FEE: Payment of quarterly maintenance fee as determined by the Board and approved by the membership will be paid within the first ten days of the quarter. Failure to pay will result in suspension of right to play until arrears are corrected.

ARTICLE 5.2 a: Upon termination of membership, member will not be reimbursed for maintenance fees, except if paid on a yearly basis and will only be reimbursed for quarters remaining.

ARTICLE 5.3: SPECIAL ASSESSMENT. Any special assessment as determined by the Board of Directors, must be approved by the KTP membership at a special meeting.

ARTICLE VI

MEETINGS, VOTING AND ELECTION PROCEDURES

ARTICLE 6.1: ANNUAL MEETING. The KTP shall hold a meeting of its members annually for the transaction of any and all proper business at a time, date, not later than thirty days prior to the close of the calendar year at a location designated by the Board of Directors. The place shall not be outside of Amelia Island. The election of directors, if required, shall be held at or in conjunction with the annual meeting by secret ballot.

ARTICLE 6.2: SPECIAL MEMBER MEETINGS. Special meetings of members shall be held when called by the President or by a least twenty-five (25) per cent of the total-voting members.

ARTICLE 6.3: CONTENT OF NOTICE. Notice of the annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of special meeting must include a description of the purpose or purposes for which the meeting is called and copies of pertinent documentation as appropriate.

ARTICLE 6.4: FISCAL YEAR. The fiscal year shall be a calendar year.

ARTICLE 6.5: QUORUM. The number of voting interests required to constitute a quorum at a meeting of the members shall be thirty three (33) percent of the total voting interest, in person or by proxy.

ARTICLE 6.6: ELECTIONS. All members of the KTP shall be eligible to serve on the Board of Directors. The term of elected members of the Board of Directors shall be two (2) years, with terms staggered to allow for new Directors to join seasoned Directors. Members wishing to serve should present their names to the President at least two (2) weeks prior to the election. Elections will not be for a specific position on the Board but rather for a seat on the Board. The nine (9) members receiving the most votes will form the Board. Elected officials will determine the functions to be performed by each within the structure contained in Article 3.1. A member may nominate him/herself as a candidate for the Board at the meeting where the election is to be held. In the event there are not five individuals nominated for the Board, voting members can nominated as a Board member whether he/she is present or not at the annual meeting, and that designated member will fill a Board position. A member may not serve on the Board for more than six (6) consecutive years. In the event of a vacancy on the Board, the member receiving the next highest vote at the previous annual meeting may serve for the balance of the term. The Secretary shall maintain a separate record of officer elections including date of election and date of term expiration.

ARTICLE 6.7: VOTING ENTITLEMENTS. Each member is entitled to one (1) vote in the KTP.

ARTICLE 6.8: PROXY VOTING. Members have the right to vote in person or by proxy. An executed e-mail or US Postal Service letter transmitted by a voting Member, or a photographic, or equivalent reproduction of a proxy form is a sufficient proxy. To be valid, a proxy must be dated, must state the date, time and place of the meeting for which it is given. Proxies must be presented to the Association’s 24 hours before a published meeting is called to order and the proxy is only valid for the specific meeting for which it is given or, if that meeting is reconvened, at the reconvened meeting. The person giving it any time prior to twenty- four (24) hours before the meeting may revoke a proxy. The proxy should be read to members at the meeting and recorded in the minutes thereof.

ARTICLE 6.9: AMENDMENT OF BYLAWS. Any KTP member may propose amendments to these Bylaws by submission in writing to the Secretary at least thirty days prior to the annual business meeting or any regular business meeting. The Secretary shall give notice of proposed amendments in writing to all members at least two weeks prior to the meeting. An affirmative vote of at least two-thirds of members present and voting shall constitute adoption. Amendments shall take effect immediately upon adoption unless otherwise specified.

ADDENDUM(S):

A. 2010 Member Approved Budget: In addition to the member approved 2010 Budget, an amout up to $5,000.00 shall be designated to meet unexpected capital expenditures, as needed, at the discretion of the Board upon their majority approval.

Last Updated on Wednesday, 05 May 2010 18:25