Section 1 - Board Membership. 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.
Link to quotation in Chapter: 210.
Section 2 - Terms of Board Members. Except for the Tennis Captain, each 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.
Link to quotation in Chapter: 210.
10/25/17: Amendment made the Tennis Captain a voting member of the Board of Trustees, rather than a non-voting member and made the Activities Chair an ordinary committee chair, rather than a non-voting member of the Board of Trustees.
Section 3 - Nominations. The Chair of the Nominating Committee shall be the most recent past President who is willing to serve and who, at the time of such service, is an Active Member and not a member of the Board of Trustees. At least one hundred twenty (120) days prior to each annual meeting, the Chair of the Nominating Committee shall appoint a Nominating Committee of not less than four (4) Active members (in addition to the Chair), at least two (2) of whom shall be male and at least two (2) of whom shall be female members, none of whom shall be a member of the Board of Trustees. The persons so named shall be selected from an eighteen-person pool made up of (i) the chair of each of the following committees:
Activities,
Finance,
House and Grounds,
Membership,
Athletic,
Food & Beverage,
Strategic Planning and Policy, and
Technology and Communications;
(ii) one additional member of each of the foregoing committees designated by the chair of such committee (each of whom must be an Active member); and (iii) two members of the Tennis Committee designated by the Tennis Captain (each of whom must be an Active member), provided that, if there are fewer than two (2) of a particular gender in the eighteen-person pool, the Chair of the Nominating Committee shall appoint one (1) (or, if necessary, two (2)) other Active members of that gender to serve on the Nominating Committee, so that the members appointed by the Chair includes at least two (2) males and two (2) females. The duty of the Nominating Committee is to make the nominations for the Board of Trustees, including the Tennis Captain. In determining nominations, the committee should have available for its consideration information regarding members' experience on committees of the Club. One (1) Active member shall be nominated for each Trustee position to be filled, including Tennis Captain. The names of those persons nominated shall be posted at the Clubhouse by the Secretary not less than sixty (60) days prior to the date of the annual election. Any Active member, however, may be nominated for Trustee, including Tennis Captain, by a petition signed by no fewer than twenty five (25) Voting Members who are in good standing at the time such petition is delivered to the Secretary, provided such petition is delivered to the Secretary at the Clubhouse at least forty-five (45) days prior to the annual meeting. The Nominating Committee, as described above, shall exercise the power to nominate candidates for election to the Board, which power is delegated to it by the Active members pursuant to this Section.
Link to quotation in Chapter: 213.
3/17/04: Amendment made earlier, by thirty days, the deadline for posting nominees (from 30 to 60 days before the annual meeting) and for making a nomination by petition (from 15 to 45 days).
10/13/04: Amendment instituted "single slate" voting for the Board of Trustees and defined a new process for determining the members of the Nominating Committee. Formerly, six candidates were nominated for three positions on the Board, and the Nominating Committee was appointed by the current President, with the approval of the Board. No change was made to the process for nomination by petition.
10/25/17: Amendment: (i) changed the chair of the Nominating Committee from the most recent past President willing to serve, to the most recent past President no longer on the Board and willing to serve; and (ii) added the Technology and Communications Committee to the committees involved in the formation of the Nominating Committee.
Section 4 - Vacancies. In the event of a vacancy on the Board of Trustees, including the Tennis Captain position – caused by resignation, death, prolonged absence or disability of any member, or caused by such member ceasing to be an Active member of the Club – the vacancy shall be filled by the Board of Trustees, and the person elected shall serve out the unexpired term.
Link to quotation in Chapter: 213.
Section 5 - Quorum. A majority of the Board of Trustees shall constitute a quorum for the transaction of business, and 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.
Links to quotations in Chapter: 210 and 210.
Section 6 - Authority. (a) Except as otherwise provided in these Bylaws, the entire management of the Seattle Tennis Club shall be vested in the Board of Trustees.
(b) 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 or to make or enter into any contract for a major addition to or a major reconstruction of any of the Club’s principal facilities until such sale, lease, disposal, addition or reconstruction has been first approved by a majority vote of the Voting Members.
(c) Whenever the Board of Trustees adopts any plans for the expenditure of funds of the Club for capital improvement in an amount exceeding fifty percent (50%) of the annual operating revenue as stated on the preceding year’s audited financial statement or takes any action requiring the imposition of an assessment upon the membership, such action shall not be effective until the Board of Trustees submits such plan or such assessment to a vote of the Voting Members and receives a majority approval of the Voting Members. Any capital improvement expenditure in a sum less than fifty percent (50%) of the annual operating revenue as stated on the preceding year’s audited financial statement shall not require a vote of the members pursuant to this subsection (c) unless it requires the imposition of an assessment.
(d) Questions requiring membership approval shall be submitted to the membership at an annual meeting or a special meeting called for that purpose.
(e) 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 Voting Members present at any meeting called for that purpose.
Links to quotations in Chapter: 210, 210, 210, 221, 221 and 221.
Section 7 - Loans. The Club shall not loan money or credit to any member, Trustee or officer. Nor shall the Club make any disbursement of income or retained equity to any member, Trustee or officer.
Link to quotation in Chapter: 211.
Section 8 - Meetings. At the first meeting (or first regular monhtly meeting) of the Board following the annual meeting of the membership the election of officers shall be held. This meeting shall be held by the end of March. 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. 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)). 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.