BATON ROUGE WOMEN’S TENNIS ASSOCIATION, INC.
Revision 1, (August 14th, 2017) – by Diane McGowan, Secretary
The name of the corporation sl1all be Baton Rouge Women’s Tennis Association, Inc.
(hereinafter called the “Corporation”).
The Corporation’s principal office in Louisiana will be located at 2168 Cedardale Avenue,
Baton Rouge, Louisiana 70808. The Corporation may have such other offices, in Louisiana or
elsewhere, as the Board of Directors may determine. The Board may change the location of any
office of the Corporation.
REGISTERED OFFICE AND REGISTERED AGENT
The Corporation will maintain a registered office and registered Agent in Louisiana. The
registered office may, but need not, be identical with the Corporation’s principal office in Louisiana.
The Board may change the registered office and the registered agent as permitted under the
Louisiana Non-Profit Corporation Act
The purposes for which this corporation is organized are to promote social welfare within
the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986 (or the corresponding
provision of any future United States internal revenue law), including but not limited to (1) providing
a venue for adult women in the Baton Rouge metropolitan area to participate in tennis
competitively; and (2) allow such women to represent and work for women’s interests in the Baton
Rouge metropolitan area through tennis affairs and activities.
This corporation is not organized for profit, and no part of the net earnings of the
corporation shall inure to the benefit of, or be distributed to, its members, trustees, directors,
officers, or other private persons, except that the corporation shall be authorized and empowered
to pay a reasonable reimbursement for substantiated expenses incurred and to make payments
and distributions in furtherance of the purposes set forth above. This corporation shall not
participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for
public office to an extent that would disqualify it from tax exemption under Section 501(c)(4) of the
Internal Revenue Code. This corporation shall never be operated for the primary purpose of
carrying on a trade or business for profit.
Membership in the Corporation shall be available to all persons interested in the purposes
and activities of the Corporation and any individual may become a member of the Corporation by
paying dues or making contributions as hereinafter provided.
Prospective members of the Corporation shall be required to register with the Corporation,
create an account on the Corporation’s website and pay the required membership dues for
admission as a member of the Corporation.
Section 1. Class of Members. There shall be one (1) class of membership in the
Section 2. Dues. The members shall pay dues to the Corporation in the amounts
established for the membership as determined by the Board of Directors. Dues shall be payable
by the members on their anniversary date oftheir membership. If a member does not pay her dues
within thirty (30) days after that date, such member’s membership shall become inactive. A former
member may thereafter re-establish their membership in the Corporation as active by the timely
payment of the dues to the Corporation.
Section 3. Meetings. The Corporation will hold monthly meetings from Augustthrough May
each year. Typically during the March meeting, members of the Board of Directors will be
nominated with the vote on such members of the Board of Directors to be held in ApriL The new
members of the Board of Directors will be announced during the May meeting.
The Board of Directors will have an annual meetings in either June or July of each year.
Section 4. Special Meetings. Special meetings of the general membership, for any
purpose or purposes, may be called by the President, the Board of Directors, or not less than
one-tenth (1110\h) of the voting members.
Section 5. Place of Meetings. All meetings of the general membership shall be held in
such places as may from time to time be fixed by the Board of Directors or as shall be specified
in the respective notices thereof.
Section 6. Notices of Meetings. Written notice stating the place, day and hour of each
meeting ofthe general membership, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, by or at the direction of the
President or the Secretary, to each member of the Corporation.
Section 7. Voting. Except as otherwise provided by law, the Articles of Incorporation, or
Bylaws of the Corporation, the affirmative vote of a majority of the members at any meeting at
which a quorum is present, shall decide any question brought before such meeting.
Section 8. Quorum of Members. Members holding one-tenth (1/10th) of the votes that
may be cast at a meeting who attend the meeting in person shall constitute a quorum for a meeting
of members. The members present at a duly called or held meeting at which a quorum is present
may continue to transact business, even if enough members leave so that less than a quorum
remains. However, no action may be approved without the vote of at least a majority of the number
of members required for quorum. If a quorum is not present at anytime during a meeting, a majority
of the members who are present may adjourn and reconvene the meeting once without further
BOARD OF DIRECTORS
Section 1. General Powers. The property, affairs, and business of the Corporation shall
be managed and controlled and all Corporation powers shall be exercised by or under the authority
of the Board of Directors.
Section 2. Composition. The Board of Directors of the Corporation shall consist initially
of nine (9) directors. The number of directors may be increased or decreased from time to time by
the board, but shall not be less than seven (7) nor more than nine (9). The directors shall be
elected annually by vote of the membership at its annual meeting. Except as specified herein, each
director will serve for a term of two (2) years. However the director’s terms will be staggered. Each
director shall hold office until her successor shall be elected and qualified, unless prior thereto she
dies, resigns, or is removed from office.
Section 3. Annual Meeting. The annual board meeting will be held in either June or July
of each year as noted above in Article V Section 3.
Section 4. Annual Meeting. Regular meetings of the Board of Directors of which no notice
is necessary shall be held regularly at such date and time as may be fixed form time to time by the
President or by the Board of Directors and communicated to all directors. Except as otherwise
provided by statute, the Articles of Incorporation, or these Bylaws, any and all business may be
transacted at that meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors may be called
by the President and shall be called by the President, upon the written request of a majority of the
Board of Directors, on twenty-four (24} hours notice to each director. Unless as otherwise provided
by statute, the Articles of Incorporation or these Bylaws, neither the business to be transacted at,
nor the purpose of, any special meeting of the Board of Directors need be specified in the notice
or waiver of notice thereof. Special meetings shall be held at such place as shall be designated in
the notice of the meeting. Such notice shall be given by the Secretary or, in her absence, any other
officer of the Corporation.
Section 6. Quorum. Except as otherwise provided by law, the Articles of Incorporation, or
Bylaws of the Corporation, one-third (1/3} of the number of members of the Board of Directors at
the time in office shall constitute a quorum for the transaction of business. If there shall be fewer
than a quorum present at any meeting of the Board of Directors, a majority of those present may
adjourn the meeting from time to time by an announcement thereat, and the meeting may be held
as adjourned without further notice.
Section 7. Voting. Except as otherwise provided by law, the Articles of Incorporation, or
Bylaws of the Corporation, the affirmative vote of a majority of the Directors at any meeting at
which a quorum is present shall decide any question brought before such meeting.
Section 8. Vacancies. Vacancies arnong Directors and newly created directorships shall
be filled by vote of the Board of Directors. A Director so elected shall hold office until her successor
is duly elected and qualified.
Section 9. Informal Action. Any action required to be taken at a meeting of the Board of
Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the
Section 10. Removal. Any director may be removed at any time for cause by the Board
of Directors at any meeting.
Section 1. Officers. The officers of the Corporation shall be a President, one or more
Vice-Presidents, a Treasurer, a Secretary, and such other officers as may be elected or appointed
in accordance with the provisions of this article. The Board of Directors may elect or appoint such
other officers as it shall deem desirable. Each officer of the corporation shall have such authority,
shall perform such duties and shall hold office for such term as may be prescribed by these Bylaws
or by the Board of Directors. Any person may hold two or more offices at one time, except the
offices of President and Secretary, provided the duties thereof can be consistently performed by
the same person. The person elected as president shall be a member of the Board of Directors.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected
annually by the Board of Directors at the annual meeting of the Board of Directors. New officers
may be created and filled at any meeting of the Board of Directors. Each officer shall hold office
until the next annual meeting of the Board of Directors and until her successor shall have been
elected and qualified.
Section 3. President. The President shall be the Chief Executive Officer of the Corporation
and, subject to the provisions by the Bylaws and to the direction of the Board of Directors, shall
have the general management and control of the affairs of the Corporation, shall preside at all
meetings of the Board of Directors, and shall perform all other duties and enjoy all other powers
commonly incident to this office or which may be prescribed by the Board of Directors or which are
or may at any time be authorized or required by law.
Section 4. Vice-President. Each Vice-President shall perform such duties as from time to
time may be assigned to her by the Board of Directors. In the absence of the President or in the
event of her inability to act, the Vice-President so designated by the Board of Directors shall
perform the duties of the President, and when so acting, shall have all the powers of and be subject
to all of the restrictions upon the President.
Section 5. Treasurer. Subject to the discretion of the Board of Directors, the Treasurer
shall have charge and custody of and shall receive and disburse the funds of the Corporation.
When necessary or proper, she shall endorse on behalf of the Corporation for collection checks,
notes and other obligations, and shall deposit all funds of the Corporation in such banks or other
depositories as may be designated by the Board of Directors. Subject to the discretion of the Board
of Directors, she shall perform all other duties and enjoy all other powers commonly incident to her
office or as from time to time may be assigned to her by the Board of Directors. In the absence
of the Treasurer or in the event of her inability to act, the President may appoint an Assistant
Treasurer to act temporarily in her place. The Board of Directors may require the Treasurer and
any Assistant Treasurer to be bonded for the faithful discharge of her duties in such sums and with
surety or sureties as the Board of Directors may determine.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the Board
of Directors and shall be responsible for the custody of all such minutes. Subject to the direction
of the Board of Directors, the Secretary shall have custody of the documents of the Corporation.
She shall give notice of meetings and, subject to the direction of the Board of Directors, shall
perform all other duties and enjoy all other powers commonly incident to her office or as may from
time to time be assigned to her by the Board of Directors.
RESIGNATIONS. REMOVALS AND VACANCIES
Section 1. Resignations. Any director, officer, employee, or agent of the Corporation or
any member of any committee may resign at any time by giving written notice to the Board of
Directors, to the President or to the Secretary of the Corporation. Any such resignation shall take
effect at the day 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 the Corporation may be removed
by the Board of Directors whenever in its judgment the best interest of the Corporation will be
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 elected shall hold office until the next annual meeting of the Board of
Directors and until her successor shall have been elected and qualified. Any vacancy in the Board
of Directors and any additional membership on the Board of Directors resulting from an increase
in the number of directors may be filled at any time by the affirmative vote of a majority of the then
remaining directors, though less than a quorum of the Board, at any meeting, and the person so
elected shall hold office until the next annual meeting of the members.
ACTIONS BY WRITTEN CONSENT
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by
the laws of the State of Louisiana, to be taken at a meeting of the members of the Board of
Directors (or its committees) of the Corporation, may be taken without a meeting if a consent in
writing, setting forth the action to be taken, shall be signed by all of the members or directors or
committee members entitled to vote with respect to the subject matter thereof. Such consent shall
have the same force and effect as the unanimous vote, and may be described as such.
ADMINISTRATIVE AND FINANCIAL PROVISION
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the twelve ( 12) month
period beginning January 1st and ending December 31st inclusive.
Section 2. Checks, Drafts, Etc. All checks, drafts, notes, bonds, bills of exchange or other
orders, instruments or obligations for the payment of money shall be signed by such officer or
officers, employee or employees or agent or agents of the Corporation as shall be specified by the
Board of Directors.
Section 3. Contracts, Etc. Except as otherwise provided by law or the Bylaws, such officer
or officers, employee or employees, or agent or agents of the Corporation as shall be specified by
the Board of Directors shall sign, in the name and on behalf of the Corporation, all deeds, bonds,
contracts, leases, and other instruments or documents, the execution of which shall be authorized
by the Board of Directors; and such authority may be general or confined to specific instances.
Section 4. Books and Records. The Corporation shall keep, at its registered office, its
principal office in this state, or at its Secretary’s office, if in this state, the following: current Articles
of Incorporation and Bylaws; a record of members, including names, addresses, and classes of
membership, if any; correct and adequate records of accounts and finances; a record of officers
and director’s names and addresses; minutes of the proceedings of members, the Board, an any
minutes which may be maintained by committees of the Board. The books and records shall be
open at any reasonable time to inspection by any member of more than three (3) months standing
or a representative of more than five percent (5%) of the membership. Cost of inspecting or
copying shall be borne by such member except for copies of Articles or Bylaws. Any such member
must have a purpose for inspection reasonably related to membership interest.
Section 5. Interested Directors. In the absence of fraud, no contract or transaction
between the Corporation and its director or any other corporation or entity in which such director
is a director or officer, or is financially interested, shall be void or voidable for this reason alone or
by reason that the director was present at a meeting of the Board, or of a committee thereof, which
approved such contract or transaction, provided that the fact of such common directorship,
officership, or financial or other interest is disclosed or known to the Board or committee, and that
the Board or committee approves such transaction or contract by a vote sufficient for such purpose
without the vote of such interested director. Such director may, however, be counted in determining
the presence of a quorum at such meeting. No such contract or transaction shall be void or
voidable if the fact of such common directorship, officership or financial interest is disclosed or
known to the directors entitled to vote and the contract or transaction is approved by the vote of
the Board of Directors.
Section 1. No Corporate Seal. No corporate seal shall be required for the Corporation.
Section 2. Notices and Waivers Thereof. Whenever any notice is required by the Bylaws,
the Articles of Incorporation, or by any law, to be given to any director or officer, such notice, except
as otherwise provided by law, may be given in written notice or personally by email or fax
addressed to such director or officer at her place of business, if any, or at such address as appears
in the records of the Corporation as the home address of the director or officer; or the notice may
be given in writing by mail, in a sealed wrapper, postage prepaid, addressed to such director or
officer at either of the above addresses. Any notice given by email or fax shall be deemed to have
been given when it shall have been delivered for transmission. Any notice given by mail shall be
deemed to have been given when it shall have been deposited in a post office, in a regularly
maintained letter box or with a postal carrier. A waiver of any such notice in writing, signed by the
person entitled to such notice, whether before or after the time of the action for which such notice
is required, shall be deemed the equivalent thereof; and the presence without objection as any
meeting of any person entitled to notice thereof shall be deemed a waiver of such notice to such
Section 3. Rules of Order. Robert’s Rules of Order shall govern the proceedings of all
meetings of this organization and its constituent parts, except as otherwise provided by these
Section 4. Limitation of Liability and Indemnity.
A. Liability. No person shall be liable to the Corporation for any loss or damage suffered
by it on account of any action taken or omitted to be taken by her as an officer, director, or
employee of the Corporation if such person (a) exercised and used the same degree of care and
skill as a prudent person would have exercised and used under the circumstances and in the
conduct of her own affairs, or (b) took or omitted to take such action in reliance upon advice of
counsel for the Corporation which she had reasonable grounds to believe. The foregoing shall not
be exclusive of other rights and defenses to which she may be entitled as a matter of law.
B. Indemnity. Each officer and director, whether or not then in office, shall be held
harmless and indemnified by the Corporation against all claims and liabilities and all expenses
reasonably incurred or imposed upon her in connection with or resulting from any action, suit, or
proceeding, civil or criminal, or the settlement or compromise thereof, to which she may be made
party by reason of any action taken or omitted to be taken by her as an officer and/or a director of
the Corporation, in good faith, if such person, in the opinion of the court or of the Board of Directors
(a) exercised and used the same degree of care and skill as a prudent person would have
exercised and used under the circumstances and in the conduct of her own affairs, or (b) took or
omitted to take such action in reliance upon advice of counsel for the Corporation which she had
reasonable grounds to believe.
C. Legal Authorities Governing Construction of Bylaws. These Bylaws will be construed
under Louisiana law. All references in these Bylaws to statutes, regulations or other sources of
legal authority will refer to the authority cited, or their successors, as they may be amended from
time to time.
D. Legal Construction. To the greatest extent possible, these Bylaws shall be construed
to conform to all legal requirements and all requirements for obtaining and maintaining all tax
exemptions that may be available to non-profit corporations. If any Bylaw provision is held invalid,
illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability will not effect
any other provision, and the Bylaws will be construed as if they had not included the invalid, illegal,
or enforceable provision.
E. Headings. The headings used in the Bylaws are for convenience and may not be
considered when construing the Bylaws.
F. Interpretation. As used in these Bylaws, the masculine, feminine, and neuter genders
shall each be deemed to include the others, unless the context requires otherwise. The singular
shall include the plural, and the plural shall include the singular, whenever the context permits.
G. Parties Bound. The Bylaws will bind and inure to the benefit of the members, directors,
officers, committee members, employees, and agents of the Corporation and their respective heirs,
executors, administrators, legal representatives, successors, and assigns as the Bylaws otherwise
The Board of Directors shall have the power to make, alter, amend, or repeal the Bylaws
at any duly convened meeting of the Board of Directors by the affirmative vote of a majority of the
directors at any such meeting at which a quorum is present.
I certify that the foregoing Bylaws were unanimously adopted by the Board of Directors of
the corporation at a special meeting held by them on the 14th day of August , 2017.