BYLAWS

Article I. NAME

The name of the Council shall be "The Avenues Community Tennis Council" of _Salt Lake City, Utah, Inc., a member organization of the United States Tennis Association, Inc."

Article II. PRINCIPAL PLACE OF BUSINESS

The principal meeting place of this Council shall be located at The Sweet Branch Library, 9th Avenue and F Street, Salt Lake City. The address of record for the Council shall be the address of the Council's Registered Agent.

Article III. PURPOSE

The purpose of the Council is to promote the growth of tennis programs and facilitate improvements and maintenance of our pubic tennis facilities within the greater Avenues community, and to cooperate with the United States Tennis Association and other associations in the pursuit of these aims.

Article IV. MEMBERSHIP

Membership shall be open to all residents of the Greater Avenues Community Council. No dues are required at the time of organization, however dues may be fixed by the Board of Directors at a future date.

Article V. BOARD OF DIRECTORS

Section 1. General Powers. The property, affairs and business of the Council shall be managed and controlled and all corporate powers shall be exercised by or under the authority of the Board of Directors.

Section 2. Composition. The Board of Directors of the Council shall consist initially of four directors. The number of directors may be increased or decreased from time to time by the Board, but shall not be less than three nor more than seven. The directors shall be elected annually at the annual meeting of the Board of Directors. Each director shall hold office until the next annual meeting of the Board of Directors and until his successor shall be elected and qualified, unless prior thereto he dies, resigns or is removed from office.

Section 3. Meetings. The annual meeting of the Board of Directors shall be held at such time and place within ten days of the first week in February in each year, or on such other date as may be designated by the Board of Directors, for the purposes set forth in these Bylaws and for the transaction of such other business as may come before the meeting, as shall be designated in the notice of the meeting, which shall be given at least seven days, but not more than trenty-one days before the meeting. Special meetings of the Board of Directors shall be held at such time and place as shall be designated in the notice of the meeting whenever called by the President or by a majority of the directors then in office. Such notice shall be given by the Secretary or, in his absence, any other officer of the Council, at least seven days, but not more than fourteen days, before the meeting. Unless otherwise stated in such notice, any and all business may be transacted at any meeting without specification of such business or the purpose or purposes of the meeting therein.

Section 4. Quorum. Except as otherwise provided by law, the articles of InCouncil, or Bylaws of the Council, a majorityof 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 5. Voting. Except as otherwise provided by law, the Articles of InCouncil, or Bylaws of the Council, 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 6. Vacancies. Vacancies among directors and newly created directorships shall be filled by vote of the Board of Directors. A director so elected shall hold office until the next annual meeting of the Board of Directors and until his successor is duly elected and qualified.

Section 7. 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 directors.

Section 8. Removal. Any director may be removed at any time for cause by a majority vote of the Board of Directors at any meeting.

Article VI. COMMITTEES

Section I. Special Committees. The Board of Directors may from time to time designate and appoint one or more special committees with such powers and duties as the Board of Directors may determine. At least one of each such committee shall be a member of the Board of Directors. Such committees may have as advisors persons who are not directors, officers or employees of the Council. APPENDIX C | 67

Article VII. OFFICERS

Section 1. Officers. The officers of the Council shall be a Chairperson, , a Treasurer, a Secretary, and a Chairperson electand 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 Council 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 Chairperson and Secretary, provided the duties thereof can be consistently performed by the same person. The person elected as Chairperson shall be a member of the Board of Directors. Additional director positions may be added at any time at the discretion of the Board.

Section 2. Election and Term of Office. The officers of the Council shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. New offices 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 his successor shall have been elected and qualified.

Section 3. President. The Chairperson shall be the chief executive officer of the Council 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 Councilshall preside at all meeting of the Board of Directors, and shall perform all other duties and enjoy all other powers commonly incident to his 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 5. Treasurer. Subject to the direction of the Board of Directors, the Treasurer shall have charge and custody of and shall receive and disburse the funds of the Council. When necessary or proper, he shall endorse on behalf of the Council for collection checks, notes and other obligations, and shall deposit all funds of the Council in such banks or other depositories as may be designated by the Board of Directors. Subject to the direction of the Board of Directors, he shall perform all other duties and enjoy all other powers commonly incident to his office or as from time to time may be assigned to him by the Board of Directors. In the absence of the Treasurer or in the event of his inability to act, the President may appoint an Assistant Treasurer to act temporarily in his place. The Board of Directors may require the Treasurer or any Assistant Treasurer to be bonded for the faithful discharge of duties in such sums and with such surety or sureties as the Board of directors my 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 Council. He 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 his office or as my from time to time be assigned to him by the board of directors. In the absence of the Secretary or in the event of his inability to act, the President may appoint an Assistant Secretary to act temporarily in his place.

Article VIII. RESIGNATIONS, REMOVALS AND VACANCIES

Section 1. Resignations. Any director, officer, employee or agent of the Council 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 Council. Any such resignation shall take effect at the date 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 Council may be removed by the Board of Directors whenever in its judgment the best interests of the Council will be served thereby.

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 his 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. APPENDIX C | 69

Article IX. MISCELLANEOUS.

Section 1. Contracts, etc. Except as otherwise provided by law or the Bylaws, such officer or officers, employee or employees, or agent or agents of the Council as shall be specified by the Board of Directors shall sign, in the name and on behalf of the Council, 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 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 Council as shall be specified by the Board of Directors.

Section 4. Fiscal Year. The fiscal year of the Council shall end on the last day of December.

Section 5. Notices and Waivers Thereof. Whenever any notice is required by the Bylaws, or by any law to be given to any director or officer, such notice, except as otherwise provided by law, may be given personally or by telegram, cable, radiogram, or fax, addressed to such director or officer at his or her place of business, if any, or at such address as appears in the records of the Council 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 telegram, cable, radiogram, or fax shall be deemed to have been given when it shall have been delivered for transmission and 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; end the presence without objection at any meeting of any person entitled to notice thereof shall be deemed a waiver of such notice as to such person. 70 | USTA GUIDE FOR COMMUNITY TENNIS ASSOCIATIONS

Section 6. Interested Directors. In the absence of fraud, no contract or transaction between the Council and its director or any other Council 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 vote of the Board of Directors.

Section 7. Limitation of Liability and Indemnity. A. Liability. No person shall be liable to the Council for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as an officer, director, or employee of the Council 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 his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Council or upon statements made or confirmation furnished by officers or employees of the Council which he had reasonable grounds to believe. The foregoing shall not be exclusive of other rights and defenses to which he 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 Council against all claims and liabilities and all expenses reasonably incurred or imposed upon him in connection with or resulting from any action, suit or proceeding, civil or criminal, or the settlement or compromise thereof, to which he may be made party by reason of any action taken or omitted to be taken by him as a director of the Council, in good faith, if such person, in the opinion of a 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 in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice or counsel for the Council or upon statements made or information furnished by officers or employees of the Council which he had reasonable grounds to believe.

Section 8. Books and Records. The Council shall keep correct and complete books and records on account and shall also keep minutes of the proceedings of its Board and shall keep at the principal office a record giving the names and addresses of the directors entitled to vote.

Article X. AMENDMENTS

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.

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