West Jersey Table Tennis Club, Inc.

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By Laws

Revised: 2-1-2016

The By-Laws of the West Jersey Table Tennis Club (WJTTC)


BYLAWS


OF


WEST JERSEY TABLE TENNIS CLUB


(A New Jersey Nonprofit Corporation)


ARTICLE 1


NAME, PURPOSE, AND OFFICES

 


1.1       Name. The name of the Corporation is West Jersey Table Tennis Club, a nonprofit corporation organized and existing pursuant to the laws of the State of New Jersey.


 


1.2       Purpose. The Corporation is organized exclusively for one of more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, without limitation, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Upon formation, the primary purpose of the Corporation is to provide a physical space for table tennis enthusiasts to play table tennis (the “Club”) and to foster the enjoyment, encouragement, promotion, and maintenance of the sport of table tennis in the South Jersey/Philadelphia area as a wholesome form of physical recreation and competition.


 


1.3       Addresses. The principal meeting location of the Corporation shall be at the Pennsauken United Methodist Church (Gym) 3541 Pennsylvania Avenue, Pennsauken, NJ 08109 or such other location within the State of New Jersey as the Board of Directors may from time to time determine. The mailing address shall be PO Box 280, Maple Shade, NJ 08052 or such other address as the Board of Directors may from time to time determine. The registered office address shall be New Jersey Registered Agent, LLC, 525 Route 73 North, Suite 104, Marlton, NJ 08053 or such other address within the State of New Jersey as the Board of Directors may from time to time determine.


 


            1.4       Affiliation. The Club shall be affiliated with the United States of America Table Tennis Association (the “USATT”) and shall be subject to the rules and by-laws of the USATT. Affiliation with the USATT is subject to review by the Board if USATT requirements change or otherwise in the Board’s discretion.


           


            1.5       Club Rules and Policies. The Board may from time to time adopt (and amend) rules and policies of the Club by which visitors must abide. Any such Club rules and policies shall be visibly posted at the Club and posted on the website.


 


ARTICLE 2


MEMBERS AND DIRECTORS


 


2.1       Membership. The initial members of Corporation are Robert Hodgson, John Wooten, and Karen Ryan. Any person who is willing to uphold the Bylaws of the Corporation and the applicable laws of the state of New Jersey shall be eligible for membership and participation in Club activities as provided in the Bylaws. A “Current Member” shall be any person whose membership is in good standing (meaning it has not been suspended or revoked as hereinafter provided). A “Voting Member” shall be any Current Member who has attended at least 25% of the days the Club was open during the previous 12 months. Adult Members shall be those Members who are 16 years old or older. Junior Members shall be those Members who are under the age of 16. Both Adult and Junior Members shall be eligible to be Voting Members and may participate in any Club activities. The Club may charge a discounted playing fee to Junior Members, as determined by the Board. Any Member’s privileges may be suspended or revoked at any time by a majority vote of the officers (with each individual officer having one vote even if such person holds more than one office) for any of the following reasons: (a) violation or disregard of Club rules or USATT rules and regulations; (b) delinquency in payment of fees and assessments, including without limitation payment with NSF checks, and (c) conduct that does not conform with Club or USATT standards of sportsmanship or which tends to bring disrepute upon the Club, the USATT, or the sport of table tennis, such as, but not limited to, the following: frequent profanity, frequent arguing, loud obnoxious behavior, wagering/betting on play, harassing or threatening others, theft, violence, property damage, illegal behavior, spitting, or other actions deemed unacceptable by the officers.


 


2.2       Board of Directors. The business and affairs of the Corporation shall be managed by the Board of Directors, otherwise known as the Board of Trustees in the Certificate of Incorporation (hereinafter referred to as the “Board”), which shall consist of no fewer than five (5) and no more than seven (7) directors (also known as trustees) who shall each serve until their resignation, death, incapacity, or replacement. The initial directors/trustees shall be selected by the initial officers. Thereafter, Board members shall be elected by Voting Members at an biennial meeting of the Members called by the officers to be held during the month of March every 2 years, with a notice visibly posted at the Club and emailed to Voting Members during the month of January announcing the date and location of the meeting and inviting the submission of nominations of candidates by a deadline at least 2 weeks prior to the election date. Ballots will then be distributed to Voting Members via email and at the Club, shall permit write-ins, and shall be accepted by email or delivered in person to any officer on or before the designated election date. If a candidate is unopposed, then votes shall be in the form of yes or no and at least 50% of the votes must be yes votes for the unopposed candidate to be elected, otherwise the position shall remain open until a new candidate comes forward or until a new election process is initiated within 6 months. If there is more than one candidate running for a position, then the candidate receiving the most votes shall be deemed elected. To be eligible for appointment to the Board, an individual must be at least 18 years old, a Current Member, must be able to participate in Board meetings either in person or remotely, must never have been disciplined by the USATT, and must not have ever been convicted of any crime. Each Board member shall serve for a term of two years. The entire Board shall be up for election at the same time every 2 years, regardless of when a Board member’s term began. Any vacancies shall be filled by unanimous consent of the remaining directors, and such new member shall serve until the end of the term of the Board member he or she is replacing. The Board shall have full power to conduct, manage, and direct the business and affairs of the Corporation, and all powers of the Corporation are hereby granted to and vested in the Board.


 


2.3       Duties and Powers of Directors. The Board shall have control and general management of the affairs and business of the Corporation. The directors shall in all cases act as a Board, regularly convened, by a quorum, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper and not inconsistent with the Corporation’s Certificate of Incorporation, these Bylaws, and the laws of the State of New Jersey. The Board shall have the authority to amend these Bylaws from time to time. The Board shall be responsible for reviewing the Corporation’s financial accounts. Any expenditure over $500 per transaction, or over $1,200 per fiscal year (excluding rent) shall require Board approval.


 


ARTICLE 3


BOARD MEETINGS


 


3.1       Board Meetings. An annual meeting and such other meetings of the Board shall be held at such times and at such places as the trustees may agree. The Board may call special meetings at any time. At each meeting, the Board shall appoint a chairman to preside over the meeting.


 


3.2       Notice of Board Meetings. Notice of Board meetings shall be given by service upon each director by email and also by posting a notice at the Club, not less than thirty (30) days before the date designated for such meeting. Such notice shall specify the time and place of the meeting and shall also include an agenda.


 


3.3       Waivers of Notice of Board Meetings; Adjournments. Notice of a meeting need not be given to any director who signs a waiver of notice either before or after the meeting, or who attends the meeting without protesting,


prior to the conclusion of the meeting, the lack of notice to such director of such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such


meeting. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourned and if the period of adjournment does not exceed ten (10) days in any one adjournment. Board members not present at the


meeting adjourned shall be notified of the adjourned meeting date.


 


3.4       Action of the Board without Meeting. Any action required hereunder by the Board may be conducted without a meeting if, prior or subsequent to such action, each director shall consent in writing to such action.


 


3.5       Meeting by Telephone. Any director may participate in a meeting of the Board or of any committee meeting by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to hear each other.


 


3.6       Quorum of Directors. Unless otherwise provided in the Certificate of Incorporation or the New Jersey Nonprofit Corporation Act, a supermajority (which, for all purposes in these Bylaws) shall be considered 5 directors if the number of directors is 7, and 4 directors if the number of directors is fewer than 7) of the number of the directors shall constitute a quorum for the transaction of business; but in the event that a quorum is not present, a lesser number may adjourn the meeting to some future date. In determining a quorum, only those present in person, via phone, or by proxy shall be counted. Those present by proxy shall be counted when determining a quorum, provided that no more than one proxy per shareholder may be counted. The act of a majority of those directors present at a meeting at which a quorum is present shall be the act of the Board.


 


 


3.7       Director Proxies. Every director entitled to vote at a meeting of the Board may authorize another director or directors to act for the director by proxy. Every proxy shall be executed in writing by the director, except that a proxy may be given by a director by facsimile or its equivalent. No proxy shall be valid after six (6) months from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the director, but such proxy shall continue in force until revoked by the personal representative or guardian of the director. The presence at any meeting of any director who has given a proxy shall not revoke such proxy unless the director shall file written notice of such revocation with the secretary of the meeting prior to the voting of such proxy.


 


3.8       Voting by Directors. Each director shall be entitled to one vote on each matter submitted to a vote of directors, unless otherwise provided in the Certification of Incorporation, and unless such right to vote is otherwise legally suspended or withheld pursuant to these Bylaws or the Certificate of Incorporation.


 


3.9       Interested Directors and Officers. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors, officers, owners, or members, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:


 


(1)       The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or


 


(2)       The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board.


 


            Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction specified in this section.


 


3.10    Fees. The directors shall serve without monetary compensation but are eligible for limited free nights of play, as determined by the Board in its discretion.


 


 


ARTICLE 4


COMMITTEES OF THE BOARD


 


The President may appoint committees in order to carry out the business and purpose of the Corporation with such duties and/or powers as the President may designate. Each committee shall consist of one or more persons who may include directors, Members, or other interested persons in the general public. Each committee shall include at least one member of the Board who shall also be the Chairperson of the committee. Actions taken at a meeting of any committee shall be kept in a record of its proceedings, which shall be reported to the Board from time to time. A majority of each committee shall constitute a quorum for the transaction of business and the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of such committee. Any act of any committee which has members who are not directors shall be advisory and shall not bind the Board or the Corporation but shall be subject to Board approval. Notwithstanding the foregoing, no committee can take the following actions:


a) Make, alter or repeal the Bylaws of the Corporation;


b) Elect or appoint any director or officer or remove any director or officer;


c) Make any grants or distributions of funds; or


d) Amend or repeal any resolution previously adopted by the Board.


 


ARTICLE 5


OFFICERS


 


5.1       Number and Qualification. The initial officers of the Corporation shall be Robert Hodgson as President, Karen Ryan as Treasurer, and John Wooten as Vice President and Secretary. The initial officers shall serve for three-year terms. Thereafter, the Board shall elect the following officers of the Corporation: President, Vice President, Secretary, and Treasurer. The Board may also elect one or more Vice-Presidents with such duties as the Board may designate. Any director may serve as any officer of the Corporation, and any person may serve in more than one capacity, provided that the President, the Vice President, and the Treasurer must be three different people. Except for the initial officers, to initially qualify as an officer, a person must meet all of the following criteria: he or she must be at least 18 years old, must have played at least 33% of the days the Club was open during the past year prior to the election, must never have been disciplined by the USATT, and must not have ever been convicted of any crime. To qualify for continuing service as an officer, an officer must meet all the same criteria except that they must have played at least 25% of the days the Club was open during the past year prior to the re-election.


 


5.2       Election. Notice of upcoming officer elections shall be visibly posted at the Club no less than 60 days prior to the date of election. Nominations will be accepted by the Board during the four (4) weeks following the posted notice. Officers shall be elected by the Board at the Board’s annual meeting. The term of office of each officer shall be for a period of three (3) years or until a successor has been duly elected and qualified. All officers’ terms shall expire at the same time. In the case of resignation or removal prior to the end of an officer’s term, an interim officer shall be elected by the Board to serve out the remainder of the prior officer’s term. Any officer who no longer meets the eligibility requirements set forth in Section 5.1 should resign or may be removed by a supermajority vote of the Board upon recommendation of at least two of the other officers.


 


5.3       Duties and Powers of Officers. The duties and powers of the officers of the Corporation shall be as follows, unless otherwise specified by the Board:


 


President: The President shall have general charge and supervision over and responsibility for the affairs of the Corporation and the Club, and, in the absence of an appointed chairman of the board, shall preside at all meetings of the Board. Unless otherwise directed by the Board, all other officers shall be subject to the authority and supervision of the President. The President shall present at each annual meeting of the Board a report of the condition of the affairs of the Corporation. He or she shall cause to be called regular and special meetings of the Corporation in accordance with these Bylaws. The President shall see that the books, reports, statements, and certificates required by the statutes are properly kept, made and filed according to law. He or she shall enforce these Bylaws and perform all the duties incumbent to the position and office and which are required by law and shall possess such other powers as are incumbent to the office or as shall be delegated to the President by the Board. The President shall be an ex-officio member of all committees.


 


Secretary: The Secretary shall oversee the keeping of the minutes for all meetings of the Board in appropriate books and distribute them accordingly, and shall oversee the issuing of notices of all meetings as required by these Bylaws. The Secretary shall oversee the keeping of all records of the Corporation and its seal, and shall affix the latter when required. He or she shall keep records of all Members of the Corporation. The Secretary shall also be responsible for the regular correspondence of the Club, including communications with Members regarding meetings, tournaments, etc. He or she shall be responsible for publicizing the activities of the Club in the appropriate local media. The Secretary shall perform such other duties and possess such powers as are incumbent to the office or as shall be delegated to the Secretary by the President.


 


Treasurer: The Treasurer shall oversee the care and custody of, and be responsible for, all of the funds and securities of the Corporation. The Treasurer shall open and maintain a bank account for the Corporation in a manner consistent with safety, using only institutions covered by federal account insurance programs and in no case with an institution of which he or she is an employee or stockholder without prior consent of all officers. The Treasurer shall also be empowered to sign, in the name of the Corporation, all checks, drafts, warrants, and orders for the payment of money which have been properly signed, under the direction of the Board, provided that per Section 2.3, any expenditure over $500 per transaction, or over $1200 per fiscal year (excluding rent) shall require Board approval, and any expenditure over $20 in a monthly period shall require approval of two-thirds of the officers (including the Treasurer). The Treasurer shall receive and maintain all receipts for the Corporation’s and the Club’s expenditures and shall pay all invoices and bills in a timely manner. The Treasurer shall correspond with organizations, companies, or individuals as needed to carry out financial transactions of the Corporation and the Club.  The Treasurer shall reimburse Members for pre-authorized expenses incurred in pursuit of official Club business. The Treasurer shall report to the officers on the financial condition and transactions of the Corporation at least four times per year, supplying quarterly reports and copies of the end of quarter bank statements. The Treasurer shall be responsible for the preparation of such other reports as may be required for tax and/or audit purposes. He or she shall oversee the keeping of correct books of account of all of the Corporation’s business transactions. The Treasurer shall perform such other duties and possess such other powers as are incumbent to the office or as shall be delegated to the Treasurer by the President.


 


5.4       Resignation or Removal. Any officer may resign at any time by giving written notice to another officer. Unless otherwise specified in the written notice, the resignation shall take effect immediately upon receipt of the notice by the other officer. Any officer may be removed for cause at any time by action of the Board or the unanimous consent of the other officers.


 


5.5       Vacancies. All vacancies in any office shall be filled for the unexpired term by the Board.


 


            5.6       Compensation. The officers shall not receive any compensation for their service, but shall be entitled to a discounted playing fee, such discount to be determined by the Board, subject to change, and applicable equally to all officers.


 


ARTICLE 6


FISCAL YEAR


 


The fiscal year of the Corporation shall commence as of January 1 of each year and end on December 31 of the same year.


 


ARTICLE 7


INDEMNIFICATION OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS,       AND OTHER AUTHORIZED REPRESENTATIVES


 


7.1       Indemnification. Any director, officer, committee member, or other authorized representative of the Corporation or the legal representative of any such person, shall be indemnified by the Corporation to the fullest extent permissible under New Jersey law, and shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, other than for willful misconduct or recklessness or breach of a fiduciary duty.


 


            7.2       Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status as such, whether or not the Corporation would otherwise have the power to indemnify such person against such liability.


 


ARTICLE 8


EXEMPT ACTIVITIES AND


PROHIBITION AGAINST PRIVATE INUREMENT


 


8.1       Exempt Activities. Notwithstanding any other provisions of the Bylaws, no member, director, officer, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal  Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 (c)(2) of such Code and Regulations as they now exist or they may hereafter be amended.


 


8.2       No Private Benefit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation. Notwithstanding the foregoing and in accordance with applicable law, discounts off the playing fee may be offered to Members who provide volunteer services for the Club, as decided and approved by two-thirds of the officers.


 


 


8.3       Distribution Upon Dissolution. In the event of a dissolution of the Corporation, all funds and assets remaining after payment of all debts and other liabilities shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government or to a state or local government for a public purpose, in the sole discretion of the Member. The Board shall endeavor to distribute such funds and assets to or for the benefit of one or more table tennis organizations with the intention of benefitting WJTTC members as much as possible within the confines of applicable law.


 


ARTICLE 9


FORCE AND EFFECT OF BYLAWS


 


These Bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation, as the case may be, shall govern to the extent of such inconsistency. These Bylaws shall become effective immediately upon approval by the initial officers.


 


ARTICLE 10


DISSOLUTION


 


            If the Club is unable to continue operations in a suitable manner as determined by at least two officers, then, at a regular or special meeting of the Board, a proposal to dissolve the Corporation shall be submitted to the Board for a general vote. A vote of a supermajority of the Board in favor of dissolution shall be required for the proposal to pass.


 


 


ARTICLE 11


AMENDMENT OF BYLAWS


 


These Bylaws may be altered, amended, repealed, or added to only by a supermajority vote of the directors. Any Current Member (including a director or officer) may propose an amendment to these Bylaws by submitting a proposal to any officer who will discuss the proposal with the other officers. At least two officers must be in agreement with the proposed amendment in order to submit it to the Board for a vote. The Board shall vote on the amendment at its next convened meeting but need not call a special meeting for the sole purpose of voting on the amendment. Any amendment shall become effective immediately upon approval by the Board.





 

 

 

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