RCW 24.03A.490 requires that "the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation's membership or other persons in the articles or bylaws."
Except as otherwise provided in these Bylaws, the entire management of the Seattle Tennis Club shall be vested in
the Board of Trustees.
Article IV, Section 6(a)
Exceptions are set forth in Part E below.
The Board of Trustees is the board of directors of the Seattle Tennis Club, and each Trustee is a director. Despite the title, members of the Board are not "trustees" in a legal sense, but directors of a corporation
The Board of Trustees shall consist of ten (10) voting Trustees, including the Tennis Captain, which is an ex officio position on the Board of Trustees.
All Trustees, including the Tennis Captain, shall be elected as provided in these Bylaws.
Article IV, Section 1
Emeritus members ... may not be members of the Board of Trustees
Article I, Section 5(e)
Except for the Tennis Captain, each elected Trustee shall serve for a term of three years, and three (3) Trustees shall be elected annually.
The Tennis Captain shall serve for a term of one year, and shall be elected annually.
All terms shall commence upon the adjournment of the annual meeting at which they are elected.
No Trustee shall serve more than two consecutive terms.
Article IV, Section 2
For the purpose of interpreting the Bylaw limitation on consecutive terms, anything less than half a term does not count as a term and anything equal to or longer than half a term counts as one term. A person can serve for a maximum of one day short of 7-1/2 years.
10/23/14: Above interpretation of term limit provision adopted.
The Bylaw limitation of Trustees to two consecutive terms limits only the number of consecutive terms: a Trustee may serve more than two terms, so long as no more than two of them are consecutive.
3. Election. See Chapter 213.
4. Removal. Though the Bylaws do not include a provision empowering members or the Board to remove Board members: (i) RCW 24.03A.530(1)(a) provides that the members may remove Board members with or without cause, and (ii) the Board itself may remove a Board member pursuant to RCW 24.03A.530(5), but only in certain limited circumstances referred to in that provision. A Board member may also be judicially removed for bad conduct pursuant to RCW 24.03A.625.
1. General Principles. The Board of Trustees is a collective body, and only takes action by resolutions adopted at meetings (or without a meeting, as described below). Individual members of the Board, as Board members, have no authority and cannot take action, though a Board member who is also an officer has whatever authority resides in that office (see Chapter 212).
Resolutions are often referred to as "MSPs," which stands for "Moved, Seconded Passed." As the abbreviation indicates, resolutions adopted at a meeting begin as a motion made by a Board member, which is only considered further if it is seconded by another Board member. It is then discussed, and finally voted on by the members of the Board who are present at the meeting.
... the decision of a majority of the Board of Trustees present at any meeting shall be regarded as the action of the Board,
except as otherwise herein provided.
Article IV, Section 5
A motion passes if a majority of the Trustees present vote in favor of it. If a majority does not vote in favor (including if there is a tie vote), a motion does not pass. Trustees who are present and abstain or refrain from voting are taken into account in determining how many votes constitutes a majority; thus their failure to vote has the same effect as a vote against a resolution. Note that, pursuant to the Bylaws and as noted below, Board members who participate remotely are considered to be "present" for this and other purposes.
Exceptions, where voting is not by simple majority of those present (and voting may be conducted otherwise than as described here):
(a) election of applicants for Active and Social membership (Chapter 240);
(b) discipline of non-Junior members for conduct (Chapter 241);
(c) approval of certain conflict-of-interest transactions only by those with no interest (Chapter 211); and
(d) actions taken without a meeting (below).
Votes are ordinarily cast by calling for voice votes "Aye" and "No." The President (or other chair) may elect to take votes in another manner, such as by raising hands or secret ballot.
The President (or other chair) of a meeting does not make or second motions, or vote upon them, except that the President or chair may vote:
(a) for a motion if doing so breaks a tie vote, or against a motion if doing so creates a tie vote;
(b) on matters voted upon by secret ballot (such as the election of applicants for Active and Social membership);
(c) in favor of a motion to discipline a member, if the motion would not pass without his vote; and
(d) on an action taken without a meeting.
2. Quorum. The Board may not vote upon any resolution unless there is a quorum present.
A majority of the Board of Trustees shall constitute a quorum for the transaction of business
Article IV, Section 5
Thus (except if there is a vacancy on the Board), the minimum number of votes required to pass a resolution is four: if there are ten Trustees, the smallest quorum is six, and the smallest majority of that is four.
Regular meetings of the Board shall be held approximately monthly at the call of the President or upon written request
of three (3) Board members.
Article IV, Section 8
The Board meets in the evening on the fourth Thursday of every month, or at such different or additional times as determined by the President. Because of Thanksgiving, the November Board meeting is delayed and held on a convenient day in early December. Because of Christmas, the meeting that would otherwise fall in late December is ordinarily not held.
Members of the Board of Trustees may participate in a meeting of the Board by means of
one or more means of remote communication through which all of the Board members may simultaneously participate with each other during the meeting,
and participation by such means shall constitute presence in person at a meeting.
Article IV, Section 8
See RCW 24.03A.550.
In the absence of a meeting, the Board may act by unanimous written consent of each Board member entitled to vote (as defined in
RCW 24.03A.570(2)).
Article IV, Section 8
"Unanimous" here really means unanimous: every Trustee must consent, in writing, to pass a resolution or take another action without a meeting (with one narrow exception described below). A single Trustee who fails to respond will prevent action. The one narrow exception (described in RCW 24.03A.570(2)) is in the unlikely case in which the Club is approving a transaction between the Club and a Trustee, which requires the consent of the Trustees other than in the interested Trustee.
3/20/24: Added reference to exception in RCW 24.03A.570(2).
"In writing" does include an e-mail message. There is no set procedure for gathering written consent outside of a meeting. However, it is preferable that the proposed action be reduced to a resolution (or other written form) that is provided to each Trustee completely and consistently, so that it is possible to determine what a written vote is intended to be favor of.
See RCW 24.03A.570.
It is not necessary for anyone formally to move or to second an action taken without a meeting. The purpose of requiring a motion and a second at a meeting (to avoid wasting meeting time discussing a proposal that not even one other person wants to discuss) is not applicable outside of a meeting.
5. Minutes. The Board endeavors to post draft minutes of each meeting on the Club's website within 12 days after the meeting (i.e. by the second Tuesday after a regular Thursday meeting). However, Board members should have at least five days to review the first draft of minutes distributed to the Board generally before they are posted.
6. Duties of a Board Member. RCW 24.03A.495 describes in general terms the duties of a Board member, as does Chapter 211. There is a great deal of other information - in the form of reported court opinions, legal treatises, articles and the like - on the same subject.
7. Presumption of Assent. RCW 24.03A.565(6) provides that a Board member who is present at a board meeting is presumed to have assented to any action taken, unless he or she dissents or abstains from such action, or he or she takes certain other actions described in that statute.
1. Confidential Information. With the exception of fellow Board members, Board of Trustees staff, the General Manager, legal counsel for the Club or such Board Member, or as required by applicable law, each member of the Board of Trustees is not to divulge or discuss, either during or after his or her tenure, any Confidential Information learned by him or her during his or her tenure as a member of the Board of Trustees of the Seattle Tennis Club.
"Confidential Information" means: (i) all matters learned during executive session and (ii) information learned or discussed during any portion of the Board of Trustees proceedings where such information would reasonably and typically be considered private and not disclosable, such as medical or sensitive personal matters involving the STC Board of Trustees, staff, General Manager or any member of the Club.
2. Other Information. With the exception of discussions with fellow Board members, Board of Trustees staff, STC Committee members, the General Manager, legal counsel for the Club or such Board member, or as required by applicable law, each member of the Board of Trustees is not to disclose any other information, including without limitation financial and budget information, learned by him or her during his or her tenure on the Board of Trustees to secure a pecuniary benefit for himself or herself or where he or she reasonably expects that doing so would do material damage to the Club, provided the foregoing does not apply after such information has been made generally available to STC members (via Board minutes, newsletter, website, e-mail or otherwise).
Form of Acknowledgement of Confidentiality Commitments, to be signed annualy by each Board member.
Exceptions to the general authority of the Board are limited.
1. Major Capital Projects. See Chapter 221.
2. Imposition of an Assessment. See Chapter 220 and Chapter 221.
3. Amendment of Bylaws. See Article XI of the Bylaws.
The Board of Trustees shall not have the authority and right to sell, lease or otherwise dispose of any of the
Club’s real property ... until such sale, lease [or] disposal ... has been first approved by a majority vote of
the Active members.
Article IV, Section 6(b)
The Board of Trustees shall not have authority to dissolve the Club, or otherwise wind up its affairs,
without the approval of two-thirds of the Active members present at any meeting called for that purpose.
Article IV, Section 6(e)
See also RCW 24.03A.904 (voluntary dissolution) and RCW 24.03A.890 (sale, lease, exchange or other disposition of assets).
6. Actions Contrary to the Bylaws or Applicable Law. There are, of course, various other actions that are either prohibited or required by the Bylaws. Effectively, this limits the Board's authority to act without a vote of the members to amend the relevant Bylaw provision. Applicable law also imposes limits and requirements on nonprofit corporations. While a complete description of every relevant provision requires reading the Bylaws and these policies and procedures, as well as knowledge of the applicable law, the following are some of the provisions that are likely to come into play or not obvious, or both.
The Bylaws may prevent the Board from:
(a) Allowing transfer or assignment of a membership. 140(c).
(b) Restricting an Active, Emeritus or World Class Tennis Player member from use of all facilities of the Club, except pursuant to the member discipline procedures. 141(A)(1), 141(C)(1), 141(C)(2), 141(C)(3).
(c) Restricting a Social member from use of the restaurant, bar, social rooms and spectator viewing areas, except pursuant to member discipline procedures. 141(A)(2).
(d) Creating distinctions between single and joint memberships. 141(D).
(e) Allowing a corporation or other entity to become a member. 142.
(f) Allowing a Trustee to serve more than two consecutive terms. 210(B)(2).
(g) Acting without a quorum; or acting without a meeting, except by unanimous written consent in lieu of meeting. 210(C)(2), 210(C)(4).
(h) Lending money, extending credit or disbursing income or retained equity to any member, Trustee or officer. 211.
(i) Increasing the fee for transfer from one class of membership to another after a member has transferred, or making the terms of payment more burdensome. 220(A)(3).
(j) Allowing a member to be treated as a nonresident who does not meet the Bylaw requirement (maintainance of permanent residence and domicile outside a radius of 50 miles from the Club property). 146.
(k) Extending a World Class Tennis Membership beyond the member's 35th birthday. 240.
(l) Disciplining a member without a hearing, except for (i) Junior members (241(D)), (ii) discipline for financial delinquency (241(A)) and (iii) thirty day suspensions from court usage (241(E)(3)). 241(E).
(m) Failing to hold the annual meeting of the members of the Club in March, or failing to give timely notice of the annual meeting. 270(C)(3).
(n) Failing to elect officers at a Board meeting held after the annual meeting and by the end of March. 212(A)(3).
–
6/23/22: Chapter 210 approved by the Board.