PTR By-Laws

ARTICLE I - Name, Legal Status, and Purpose

Section 1. The Organization shall be known as Professional Tennis Registry, Incorporated and referred to hereinafter in these bylaws as “PTR.”

Section 2. PTR is incorporated as a non-profit corporation under the laws of the State of South Carolina.

Section 3. The purposes of PTR shall be to:

  1. Educate, certify, and serve tennis-teaching professionals and coaches around the world;
  2. Support programs that increase play and participation and advance the mission to grow the game of tennis;
  3. Support groups that promote and/or develop the growth of tennis;
  4. Maintain and enforce a Code of Ethics; and
  5. Engage in any other lawful activity necessary to carry out PTR’s mission.

Membership classifications shall be established by the PTR Board of Directors (hereinafter referred to as the “Board”). Information on each membership classification shall be made readily available to all members.

Section 1. Full membership is available to individuals sixteen (16) years or older. Applicants who do not pass or take the test shall be designated “Non-Tested” and shall not be certified.

Section 2. The Board may grant honorary membership to any individual.

Section 3. Application for membership shall be submitted to PTR or one of its Providers. A Provider is a person or business entity that provides services to PTR international members in a designated country and pays PTR a negotiated fee to PTR.

Section 4. By exercising membership in PTR, each member agrees to abide by the PTR Code of Ethics.

Section 1:        PTR annual dues for all membership classifications and the membership year shall be recommended by the CEO and approved by the Board as part of the budget process.

Section 2:        PTR certified members who allow their PTR membership to expire will no longer be considered a PTR member or certified by PTR to teach tennis. They also are not allowed to use the PTR designation or any derivative thereof.

Section 1. An annual PTR Membership Meeting shall be held in person or virtually on such date as determined by the Board. Notice thereof shall be sent to the PTR members at least thirty (30) days prior to the date of such annual membership meeting.

Section 2. The Chair or the presiding officer appointed by the Chair shall establish the order of business at all meetings. Additional agenda items may be added to the agenda at the request of three or more Board members.

Section 3. To be eligible to vote at a member meeting, if there is voting, a PTR member must be in good standing, and the member’s dues must be current at the time of the meeting

Section 4. Absentee ballots are permitted at member meetings , but proxies are not. Such absentee ballots must be provided in writing or via an electronic transmission to PTR (or PTR’s designee) and received by PTR (or PTR’s designee)  at least fifteen (15) days prior to the date of the membership meeting at which they will be used.

Section 5. All matters presented to the Members for a vote at a member meeting shall be decided by a simple majority of votes cast at such meeting.

Section 1.  Unless the Board determines otherwise, Directors will be elected electronically by written ballot as provided by South Carolina Code Section 33-31-708 (as amended or any successor provision).

Section 2. For any election of Directors,  the vote shall be decided by a simple majority of votes cast for each director (or slate, if voting by slate is decided by the Board) in such election.

Section 3. The nominees for Director for any particular year shall be sent out for a vote at least four weeks before the voting deadline.   Upon the nominees being sent out for a vote, PTR members may submit additional nominations for director provided at least fifty (50) other PTR members endorse such nomination(s) in writing (whether electronically or otherwise).  Any additional nomination(s), along with necessary endorsements must be provided to the  PTR Chair within two weeks of the vote beginning. If the additional nominations are properly made in compliance with these bylaws,  then the Chair will have the additional properly made nominations sent to the membership for voting; provided, however, that the election does not need to restart unless otherwise determined by the Board.  The Board shall determine, in its discretion, whether voting shall be by slate or by individual nominee.

Section 4. Except as provided above in Section 3 immediately above , no other nominations shall be accepted in any election of directors, whether from the floor, electronically, or otherwise.

Section 1. Board of Directors

  1. The Board shall consist of four (4) officers: Chair, Vice-Chair, Secretary, and Treasurer. All other elected board members will serve as directors at large, unless the most recent past Chair has remaining time on the Board (either through the current term or a new term), in which case the most recent past Chair shall be the Immediate Past Chair. Unless otherwise determined by the Board, Board members will be elected to serve three-year (3) terms. The Board may, by a two-thirds vote of the full Board, change the number of members of the Board provided that the number is an odd number and provided further that the number is not less than seven (7) nor more than nine (9). The reduction in the size of the Board shall not cause the early termination of any Board member’s term.
  2. All elected members of the Board have voting rights.
  3. To serve on the Board, a member must be a certified PTR member, an honorary member, and /or a board-executive committee member of the ITF or National Tennis Federation.
  4. Members of the Board shall serve as a Board member without compensation, but the Board member may receive compensation from the Organization for serving the Organization in other capacities. A Board member may be reimbursed for travel, lodging, and other out-of-pocket expenses incurred in the performance of the Board member’s duties.
  5. Each Board member shall at least be 21 years of age.
  6. Each Board member shall hold office until death, resignation, removal, disqualification, or a successor is elected and qualified.

Section 2. Responsibilities

The management of PTR shall be vested in the Board of Directors. The Board shall also govern the business and affairs of the Organization and, subject to the restrictions imposed by law or these By-Laws, may exercise all of the powers of the Organization. The Board shall exercise such duties and responsibilities as shall be incumbent upon it by law or these By-Laws and as it may deem necessary or appropriate in the exercise of its powers.

Section 3. Officers of the Board

The officers shall be elected by the Board.

  1. The CHAIR shall be the Chair of the Board and shall ensure that orders and resolutions of the Board are implemented. The Chair shall preside at all Board meetings and at the member meetings, and establish the order of business. The Chair shall appoint all committee chairs and committee members with input from the Board and shall be a voting member ex-officio of all committees. The Chair shall have all general powers and duties which are related to the office of the Chair of a non-profit organization organized under the laws of the State of South Carolina. The CHAIR shall also be the President of PTR.
  2. The VICE-CHAIR shall serve in the capacity of the Chair at such times, and only such times, as the Chair is fully unable or unwilling to so serve, or when requested in writing by the Chair, and shall perform such other duties as may be required of the Vice Chair by the Chair or Board or incident to the office of Vice-Chair of a non-profit organization organized under the laws of the State of South Carolina.
  3. The SECRETARY shall perform such duties as may be designated by the Chair or Board or incident to the office of Secretary of a non-profit organization organized under the laws of the State of South Carolina.
  4. The TREASURER shall perform such duties as may be designated by the Chair or Board or incident to the office of Treasurer of a non-profit organization organized under the laws of the State of South Carolina.

Section 4. Board members who are not officers and the Immediate Past Chair, if any, shall have the same responsibilities listed in Article VI, Section 2, as the Officers of the Board and other such responsibilities as designated by the Chair or the Board.

Section 5. Term Limits

  1. Board members shall serve no more than three (3) consecutive three-year terms. However, after a one-year break in service as a Board member , a Board member may serve again.
  2. Terms for elected Board members shall generally be staggered to assist with continuity of the Board.

Section 6. Board Meetings

  1. The Board shall meet at least once each quarter during the year. Notice of such meetings of the Board shall be given not more than forty-five (45) nor less than five (5) days prior to such meeting. The Chair may choose to hold meetings via electronic means.
  2. Special meetings of the Board may be called by the Chair or a majority of the board. Notice must be sent to all Board members no less than three (3) days prior to the date of any such meeting. Such request shall generally state the purpose or purposes of the proposed meeting, and only those matters specified in the request or incidental thereto may be acted up in the special meeting.
  3. Any Board member may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Board member at any meeting of the Board shall be a waiver of notice by the Board member unless the sole reason for attending is to object to the lack of notice. If all the Board members are present at any meeting of the Board, in person or by teleconference, no notice shall be required, and any business may be transacted at such meeting
  4. At all meetings of the Board, a majority of the Board members shall constitute a quorum for the transaction of business, and the acts of a majority of the Board members present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
  5. The Board shall have the right to take any action that would usually be taken at a meeting by obtaining the written consent of all Board members, including by electronic means of agreement or consent. Any action approved shall have the same effect as though taken at a meeting of the Board.
  6. In accordance with and to the extent permitted by the laws of the State of South Carolina, no Board member shall be liable to any member or to PTR for injury or damage caused by such Board member in the performance of such Board member’s duties unless due to the willful and wanton malfeasance of such Board member. Furthermore, in accordance with and to the extent permitted by the laws of the State of South Carolina, each Board member shall be indemnified by PTR against all liabilities and expenses, including attorney’s fees, reasonably incurred and imposed upon such Board member in connection with any proceeding to which such Board member may be a party or in which such Board member becomes involved by reason of such Board member being or having been a Board member of PTR, whether or not such Board member is a Board member of PTR at the times such expenses are incurred, except in such cases where the Board member is adjudged guilty of willful and wanton malfeasance on performance of such Board member’s duties. The indemnities provided herein shall not be subject to the approval of the members unless such approval is specifically required by the laws of the State of South Carolina.

Section 7. Vacancies

  1. If the office of the Chair shall become vacant before the Chair’s term is completed, the Board shall elect a new Chair.
  2. In case of vacancy of any other elected Board member, the Board may, by majority vote, choose to leave such a position vacant until the next regular election. If the Board chooses to fill the position, the Board by a majority vote shall elect a successor for the unexpired term.

Section 8. Removal of Board Members for Cause

At any meeting of the Board, a Board member may be removed from office for cause by a vote of a majority of the entire Board (excluding the Board member subject to the vote) provided; however, that the Board member whose removal is being considered is given written notice of the proposed removal action at least ten (10) days in advance of the meeting and is provided an opportunity to hear the grounds for such proposed removal and to provide a response prior to the vote. When determining what a majority of the full Board is, the Board membership of the Board member subject to the vote shall be excluded from the count of the number of Board members required.   A successor shall be selected pursuant to the provisions of Article VI Section 7.

Section 1.  PTR shall, with the approval of the Board, employ a Chief Executive Officer (CEO). Subject to the overall supervision and direction of the Board, the CEO shall be responsible for the day-to-day operations of PTR. The CEO shall serve at the pleasure of the Board and shall perform such additional duties as assigned by the Chair.

Section 2. The Chair shall appoint a primary attorney to advise and represent PTR on legal matters. The primary attorney must be a member in good standing of the South Carolina Bar.

Section 3. The CEO shall attend Board meetings and other meetings if and as directed by the Chair. The primary attorney shall generally attend meetings of the Board unless otherwise directed by the Board.

Section 1. The Board Chair, with input from the Board, shall establish Board and Non-Board committees as are necessary for the conduct of business. The Chair is responsible for appointing all committee members and all committee chairs. The requirements for committees imposed by this Article shall apply to all such entities.

Section 2. PTR shall have the following standing Board committees:

  1. Executive
  2. Nominating

Such other Board committees as may be established by the Chair.

PTR shall have the following standing non- Board committees:

  1. International Master Pro
  2. Hall of Fame

Such other non-Board committees as may be established by the Chair

Section 3. Committee members may not appoint proxies to attend meetings or vote on their behalf.

Section 4. The chair of each committee shall preside at all committee meetings, be responsible for the functioning of the committee, and keep a record of the proceedings and provide a copy of such record to the Chair. The members of all committees shall serve until they voluntarily resign or are removed by the Chair for any or no reason. The chairs of all committees shall serve until they voluntarily resign or are removed by the Chair for any or no reason.

Section 5. Committees may meet by electronic means if a quorum of members participating in the meeting can interact. Participation in a meeting by electronic means shall constitute being present in person at such meeting.

Section 6. Meetings of any committee may be held with not less than three (3) or more than thirty (30) days written notice to all members. This requirement may be waived by a quorum of the committee before or during the meeting, with the waiver recorded in the minutes. Attendance at a committee meeting shall constitute waiver of notice unless the sole reason for attendance is to object to the holding of the meeting. Meetings of any committee shall be held at such time and place as may be fixed by the Chair. A quorum of the members of any committee may call a meeting. All committees shall keep minutes of their proceedings, copies of which shall be sent by the chair of the committee to the Chair.

Section 7. Nominating Committee

  1. The Committee shall consist of a Chairperson, who shall be the Immediate Past Chair (if there is one), the incumbent Chair, and at least one additional member to be appointed by the Chair. In the event there is no Immediate Past Chair, or the Immediate Past Chair is unwilling or unable to serve, the Chair will serve as the Chairperson, and the Chair shall appoint a replacement member to the committee.
  2. The Committee shall prepare a slate of nominees to be elected to the Board for the particular year.

 

Section 8. International Master Pro Committee

Responsibilities shall be defined by the Board and any actions of the Committee shall be subject to the review and approval of the Board. The committee is composed of PTR International Master Professionals to include a chair appointed by the Chair  and no fewer than four (4) other members and no more than eight (8) other members all of whom shall be designated by the Chair. The International Master Professional designation recognizes individuals who have made significant contributions to the game of tennis and PTR throughout their careers. The committee shall make recommendations to the Board as to who should receive the International Master Professional designation. Any recommendation made by the Committee must be approved by the Board.

Section 9. Hall of Fame Committee

The Hall of Fame Committee is made up of the chair appointed by the Chair  and no fewer than four (4) other members and no more than eight (8) other members all of whom shall be designated by the Chair. Responsibilities shall be defined by the Board and any actions of the Committee shall be subject to the review and approval of the Board. The committee shall make recommendations to the Board as to who should enter the PTR Hall of Fame. Any recommendation made by the Committee must be approved by the Board.

Section 10. A quorum for each committee shall be at least half the total members.

Section 1. PTR shall comply with all federal and state laws and regulations pertaining to non-discrimination and equal opportunity.

Section 2. PTR will not discriminate against any person on the basis of age, gender, race, ethnicity, creed, sexual orientation, color, physical condition, or national origin. Moreover, PTR believes that the growth of tennis hinges on effective outreach to groups that have not traditionally been heavily involved in the sport and will actively solicit and support the participation of such groups.

Section 1. The fiscal year of PTR shall be from January 1 to December 31.

Section 2. PTR shall conduct business in compliance with all federal and state laws, including but not limited to all laws and regulations pertaining to non-profit organizations.

Section 3. The fiscal management of PTR shall be overseen by the Board. The Board shall establish policies and require reports as necessary to ensure that financial activities are conducted in a legal and efficient manner.

Section 4. PTR accounts shall be audited annually by an independent Certified Public Accountant. An audited financial statement shall be distributed annually to the Board and made available to members on request.

Section 5. Subject to the next sentence, the Chair or the CEO may authorize the reasonable reimbursement of non-budgeted expenses incurred by any person in conjunction with the business of PTR. Any non-budgeted reimbursements exceeding $10,000 are subject to approval by the Chair.

Section 7. The principal office of PTR shall be in Tampa, Florida or such other place as the Board may determine. PTR may have additional offices at such other places as the Board may select.

In the event of its dissolution, the assets of the PTR, Inc. shall be distributed for exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code to an approved IRS 501(c)(3), non-profit organization as determined by the PTR Board. No profit or benefit shall inure to the benefit of any Board member, staff member, or individual.

Section 1. Proposed amendments to the PTR By-Laws must be received by the Board at least ten (10) days prior to a scheduled Board meeting date to be considered at such meeting. Amendments may be proposed by:

  1. A member of the Board
  2. A PTR committee

Section 2. The By-Laws may be amended by a majority vote of the full Board if notice of the proposed amendment is included in the notice of the meeting and such notification is provided to Board members at least ten (10) days prior to the date of the meeting.