Organization Bylaws
NEW YORK SQUASH ASSOCIATION, INC.
BY‑LAWS
Effective June 30, 2018
ARTICLE I
NAME, MISSION, PERMITTED ACTIVITIES AND REQUIREMENTS
Section 1. Name. The name of the corporation is the New York Squash Association, Inc. (formerly known as, the Metropolitan Squash Racquets Association and herein referred to as the “Association”). The Association may establish such acronyms or abbreviations as may be appropriate for business use, and may establish logos, service marks, or trademarks as may be appropriate to further its purposes, mission, recognition and goals.
Section 2. Primary Purpose and Mission. The Association shall be a Not-for-Profit Corporation incorporated and licensed pursuant to the laws of the state of New York. This Association is the governing body for the sport of squash in the New York City area, as a District Association of the United States Squash Racquets Association, Inc. (“US Squash”). The Association’s mission is to promote, develop, and increase participation in the sport of squash throughout the area in and around New York City.
Section 3. Permitted Activities. This Association may engage in any activity it deems in furtherance of its mission except that it shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law).
Section 4. RESERVED
ARTICLE II
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ARTICLE III
MEMBERS
Section 1. Individual Members. An individual person may become an Annual Member, a Life Member, an Honorary Life Member or a member of such other class of individual membership as may from time to time be established by the Board (each hereinafter referred to as a “Member”). Individual persons may become Honorary Life Members upon election by the Board. Any person, including, but not limited to, any person who is an athlete, coach, trainer, manager, administrator, or official active in the sport of squash, may become an Annual Member, Life Member or Honorary Life Member of this Association as herein provided.
Section 2. Membership Rights. Annual Members, Life Members and Honorary Life Members, in good standing, shall be entitled to vote at the Annual Meeting and special meetings of the Members of this Association and to play, if otherwise qualified, in all tournaments and matches played under the auspices of, or sanctioned by, this Association upon payment of such fees or dues as may be prescribed for any such class of membership.
Section 3. Member Clubs. Any squash club or facility in the New York City area may become a Member Club, without voting privileges, as provided for in Section 11 of this Article.
Section 4. Corporate Member. Companies manufacturing, selling or servicing goods connected with the sport of squash may become a Corporate Member, without voting privileges, as provided for in Section 11 of this Article.
Section 5. Member Organization. Any sports organization which conducts a program or regular competition, amateur or otherwise, in the sport of squash and in the New York City area, may be elected a Member Organization, without voting privileges, as provided for in Section 11 of this Article.
Section 6. Playing Rules. Members shall use the Playing Rules of US Squash.
Section 7. Applications. Application for membership by an organization wishing to become a Member Club, a Corporate Member, or Member Organization shall be made in writing to the Secretary, signed by an officer of such organization and accompanied by payment for the applicable annual dues, if any, and shall contain an undertaking that the organization will comply with these By‑laws, the rules of this Association, and the decisions of this Association's Board of Governors. All such applications must receive Board approval to become Members of the Association.
ARTICLE IV
MEETINGS OF THE MEMBERS
Section 1. Annual Meeting. There shall be an Annual Meeting of the Members of this Association each year. The purpose of the Annual Meeting shall be to elect Governors duly nominated by the Nominating and Governance Committee to fill any vacancies on the Board as of, and to be effective, July 1 of each year, as well as to consider any other business brought before the membership in accordance with these By-laws. The time and the place of the Annual Meeting and any special meeting of the Members shall be fixed by the President of the Board. Notice of each Annual Meeting of the Members shall be published prominently on the official website for the Association. The website posting or other notice shall not take place less than four (4) weeks prior to the date of the meeting.
Section 2. Special Meetings. Special meetings of the Members of this Association may be called by the President of the Board at any time, provided the same notice is given to Members as stated in Section 1 of this article.
Section 3. Voting by Individual Members. Individual Members entitled in the aggregate to cast one hundred and fifty (150) votes shall constitute a quorum at the Annual Meeting of the Members or at any special meeting of the Members of this Association, but fewer than a quorum shall have the power to adjourn from time to time until a quorum be present. In the absence of a quorum, the existing Board of Governors shall continue an Annual Meeting with quorum can be held.
Section 4. Member Voting Generally. Only Annual Members, Life Members, and Honorary Life Members, in good standing, shall be entitled to vote at an Annual Meeting or any special meeting of the Members. Voting must be in person or by proxy duly executed by such Member. One (1) representative, or such greater number as approved in writing and in advance by the President of the Board, of each Member Club, Corporate Member, and Member Organization may attend each Annual Meeting and special meeting of the Members, but such representatives may not vote. As a substitute for a written proxy duly executed as set forth in the preceding sentence, Members may assign their proxy electronically pursuant to detailed procedures established by the Nominating and Governance Committee. Review and confirmation of results shall be overseen by the Nominating and Governance Committee.
ARTICLE V
VOTING
Section 1. Requirements. Except as otherwise provided in these By‑laws, voting at this Association's meetings of the Members, Board, Standing Committees and any other committees shall be in person, and each person, in good standing, shall be entitled to cast one (1) vote. Except as otherwise specified in these By‑laws, all voting shall be by majority of a quorum. A motion shall not be passed if the vote is tied.
Section 2. Participating Remotely. When specifically authorized by the President of the Board or Chairperson of a Standing Committee or chairperson of any other committee to do so, individuals may participate and vote in a meeting of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting including the counting of any member so participating for purposes of a quorum.
Section 3. Other Actions Taken. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. For purposes of this Section ‘consent in writing’ shall include any form of electronic communication directly from a Board (or as the case be, Committee) member, such as email, not directly involving the physical transmission of paper, that otherwise creates a record unambiguously attributable to that member that may be retained, retrieved and reviewed by the designated recipient thereof, and that may be directly reproduced in paper form by such a recipient suitable for placement with the organization’s permanent records including its minute book.
ARTICLE VI
OFFICER, DIRECTOR AND STANDING COMMITTEE
MEMBER REQUIREMENTS
Section 1. Requirements. Each Officer, Director and Standing Committee Member of this Association shall be a citizen or lawful permanent resident of the United States, eighteen (18) years of age or older, and an Annual Member, Life Member or Honorary Life Member of this Association.
Section 2. Compensation. No Director, Officer or Standing Committee Member of this Association shall receive directly or indirectly any salary or other compensation from this Association unless authorized by the Board.
Section 3. Reimbursements. No Director, Officer or Standing Committee Member of this Association shall be entitled to receive reimbursement for expenses incurred in the performance of services for this Association unless expressly authorized by the Board.
ARTICLE VII
BOARD OF GOVERNORS
Section 1. General Duties and Focus. The general management of the business and affairs of this Association shall be vested in a Board of Governors (a “Governor” or “Director”). The Board shall have sole responsibility for governance of this Association.
Section 2. Association Policy and Procedure Manual. The Board shall adopt, maintain, and keep published on the primary website of the Association, a comprehensive manual of policies and procedures to govern this Association’s operations (as amended, restated or otherwise modified from time to time by the Board, the “Association’s Policies and Procedures”).
Section 3. RESERVED
Section 4. RESERVED
Section 5. Composition. The Board shall have a total of no fewer than nine (9) and no more than fifteen (15). Each member of the Board of Governors shall be independent of the Association, and shall be determined to have no material relationship with this Association other than his or her service on the Board and participation in the activities of the Association.
Section 6. Election. All new members of the Board shall be elected at the Annual Meeting of the Members as provided in Article IV except members of the Board chosen to fill interim casual vacancies as provided for in Section 20 of this Article VII.
Section 7. Staggered Terms. The Board shall be divided into three classes, designated Class I, Class II, and Class III, as equally as possible. Class I shall initially serve until the first Annual Meeting following the adoption of these By-laws; Class II shall initially serve until the second Annual Meeting following the adoption of these By-laws; and Class III shall initially serve until the third Annual Meeting following the adoption of these By-laws. Commencing with the first Annual Meeting and at each Annual Meeting thereafter, newly elected Governors for each class the term of which shall then expire shall hold office for a term of three (3) years beginning July 1 after the relevant Annual Meeting or until the election and qualification of their respective successors in office.
Section 8. Limited Term; Extensions. No Director shall serve in such capacity for more than three (3) terms provided that the Nominating and Governance Committee shall have the option, under special circumstances upon due consideration and review at its discretion, to recommend for re-nomination a Director whose term has otherwise been completed for an additional tenure of no more than one additional term or a portion thereof.
Section 9. Partial Terms. If a member of the Board serves for less than a full term, either because (i) he or she is selected for an initial one or two-year term or (ii) he or she is selected to fill less than a full term vacated by a Board member who is removed, resigns, dies, becomes disabled, or otherwise leaves office early, that member may be re-elected to two additional full terms.
Section 10. Effective Date. Except to fill an interim casual vacancy, all members of the Board shall take office effective July 1 immediately following their election and shall hold their offices until their respective successors are elected and qualify or until removed.
Section 11. RESERVED
Section 12. Meetings.
a. Annual and Quarterly Meetings. The Board shall meet regularly and at least four (4) times per year. Meetings of the Board shall be held on not less than ten (10) days notice to each Director either personally or by e-mail, mail, telephone or facsimile stating the time and place of the meeting. There shall be an Annual Meeting of the Board to be held in conjunction with the Annual Meeting of the Members.
b. Special Meetings. Special meetings of the Board of Governors may be called by the President of the Board or any six (6) Governors together, provided that seven (7) days notice is given to each Director either personally or by e-mail, mail, telephone, telegram, or facsimile stating the time, place, and purpose of the meeting.
Section 13. Quorum. Except as may be otherwise specifically provided by these By-Laws, at all meetings of the Board, two-thirds (2/3) of the Board of Governors' membership shall constitute a quorum, but fewer than a quorum shall have the power to adjourn from time to time until a quorum be present.
Section 14. Attendance. Governors are expected to attend in person all regularly scheduled meetings of the Board of Governors, though in exigent circumstances may participate in a meeting by telephone.
Section 15. Guests. Guests may attend Board meetings only upon invitation of the President of the Board.
Section 16. Actions. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. For purposes of this Section ‘consent in writing’ shall include any form of electronic communication directly from a Board (or as the case be, Committee) member, such as email, not directly involving the physical transmission of paper, that otherwise creates a record unambiguously attributable to that member that may be retained, retrieved and reviewed by the designated recipient thereof, and that may be directly reproduced in paper form by such a recipient suitable for placement with the organization’s permanent records including its minute book.
Section 17. Teaching Professional Governor. There shall be one Teaching Professional non-voting representative on the Board, as provided for in Article XI.
Section 18. Outside Professionals. The Board has the authority to retain such outside counsel, auditors, experts, and other advisors and to engage full or part-time employees as it determines necessary to assist it in the performance of its functions.
Section 19. Removal. The Board shall have the power to suspend or expel any member of the Board for cause, as determined by the Nominating and Governance Committee in its sole and absolute discretion, or for attendance, as described below. Two thirds (2/3) of the votes cast shall be necessary to remove a sitting member of the Board of Governors over that person’s objection. The Board of Governors may deliberate in an executive session without the presence of the member in question before votes are cast and such member’s vote shall not be counted. Any member of the Board of Governors who shall fail to attend three (3) consecutive meetings without an explanation satisfactory to the President of the Board shall lose his or her position as a member of the Board by two-thirds (2/3) vote of the Board, based on votes cast, and any person who shall so lose his or her position as a member of the Board may not be re-elected to be a member of the Board for a period of two (2) years following the date of such vote of the Board. The vacancy thus created shall be filled as provided in Section 20 of this Article VII.
Section 20. Interim Vacancies. In the event that any member of the Board tenders his or her resignation, is removed, becomes mentally incompetent, or otherwise becomes unable to continue to serve this Association for any reason, such vacancies may be filled for the unexpired term by a majority of the Governors then in office though less than a quorum, and each Director so chosen shall hold office until the end of that unexpired term and until his or her successor is elected and qualified or until his or her earlier resignation, removal, mental incompetence or other inability to serve this Association.
ARTICLE VIII
OFFICERS
Section 1. Officers. The Officers of this Association shall be a President of the Board and Secretary. The Board shall have the power at any time to create and fill additional offices (such new officers “Additional Officers”) and prescribe the duties thereof. The Officers of the Association shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board or these By-laws, except that in any event each Officer shall exercise such powers and perform such duties as may be required by applicable law.
Section 2. President of the Board.
a. Election. After the term of the initial President of the Board ends, the Board shall elect a President of the Board by a vote of Governors holding a majority of the voting power of all Governors present at any meeting at which a quorum is present.
b. Authority. The President of the Board shall set and preside at all meetings of the Board and shall determine the agenda for meetings of the Board. Members of the Board may request that the President of the Board include items on the agenda.
c. Terms. The President of the Board shall serve no more than two consecutive two (2) year terms. Upon the written request of the Board noting special circumstances, the Nominating and Governance Committee may in their discretion approve up to a one (1) year extension of such second two (2) year term. In no case shall the President of the Board serve for more than a total of seven (7) years as President of the Board. In circumstances where the Board elects a President of the Board whose two (2) year term as President would otherwise extend beyond his or her regular three (3) year term as a Board member, such election and resultant term extension shall be subject to prompt review and approval at the time of such election by the Nominating and Governance Committee. Such circumstances shall not however require a re-nomination and in turn membership voting approval as otherwise required by the Section 8. Limited Term; Extensions provisions hereof that would otherwise be applicable to such a regular Board term extension.
d. Early Termination. In the event of the resignation, removal, incapacity or death of the President of the Board, the remaining members of the Board of Governors may either then elect a new President of the Board or, in their discretion an Interim President of the Board, or wait until the next scheduled election of new Governors and then select a new President of the Board.
e. Task Forces and Councils. The President of the Board shall have the authority to appoint advisory task forces or councils as he or she deems necessary. He or she shall appoint the members of such task forces or councils and define the mission of such task forces or councils. He or she shall also be responsible for oversight of such groups and for evaluating their performance, and may utilize the volunteer services of knowledgeable individuals within or outside this Association’s membership to provide assistance.
Section 3. Secretary.
a. Functions. The Secretary shall perform all of the ministerial functions of a corporate secretary that are customarily required under applicable corporate law, including: (i) keeping the minutes of the proceedings of the Board and Annual Meeting of Members; (ii) seeing that all notices are duly given in accordance with the provisions of these By-laws; and, (iii) organizing and maintaining custody of the Association’s corporate records including the records for the above listed functions all within its Minute Books, as well as all of the agendas, minutes, and meeting notes for all of the Standing Committees in files to be maintained for each Standing Committee.
b. Terms. The Secretary shall serve a two (2) year term. Upon the written request of the Board noting special circumstances, the Nominating and Governance Committee may in their discretion approve up to a one (1) year extension of such two (2) year term. In circumstances where the Board elects a Secretary whose two (2) year term as Secretary would otherwise extend beyond his or her regular three (3) year term as a Board member, such election and resultant term extension shall be subject to prompt review and approval at the time of such election by the Nominating and Governance Committee. Such circumstances shall not however require a re-nomination and in turn membership voting approval as otherwise required by the Section 8. Limited Term; Extensions provisions hereof that would otherwise be applicable to such a regular Board term extension.
c. Board Meeting Minute Taking and Attendance Prerogative. In any circumstances where the Secretary would otherwise be responsible for attending and maintaining the minutes for all or any part of any Board meeting, the President of the Board shall have the option to designate another member of the Board, to maintain the minutes for all or part of any such Board meeting in lieu of the Secretary being required to be in attendance for all or part of such a Board meeting.
ARTICLE IX
STANDING COMMITTEES
Section 1. Standing Committees. There shall be four (4) Standing Committees: (i) Nominating and Governance; (ii) Finance; (iii) Tournaments; and (iv) Leagues. Each Standing Committee shall consist of not less than three (3) and not more than eight (8) individuals and shall have a designated Chairperson.
Section 2. Chairperson Election and Term. Except as otherwise expressly provided under the specific rules for the applicable standing committee, regular vacancies with respect to the Chairperson of any Standing Committee shall be filled by the Board prior to June 30 to be effective July 1 immediately following his or her election. The term of a Chairperson so elected shall coincide with their term as a member of the applicable Standing Committee.
Section 3. Standing Committee Assignments and Requirements. Except as otherwise expressly provided for herein below under the specific rules for a particular Standing Committee, Standing Committee assignments, including the designation of any Standing Committee Chairperson, shall be made by the Board in consultation with the Nominating and Governance Committee. At least one (1) member of each Standing Committee shall be a member of the Board. Each Standing Committee shall consistently seek participation by both men and women.
Section 4. Term and Term Limits. Except as otherwise expressly provided herein below, Standing Committee members shall serve for two (2) year terms or for such additional time as the Board deems appropriate but not longer than four (4) years unless the Nominating and Governance Committee expressly approves a term extension or renewal beyond four (4) years after due consideration and review.
Section 5. Removal. The Board shall have the power to suspend or expel any member of a Standing Committee for any reason or no reason. More than fifty percent (50%) of the votes cast shall be necessary to remove a sitting member of a Standing Committee over that person’s objection. In a case where the Standing Committee member in question is also a member of the Board, the Board may deliberate in an executive session without the presence of the member before votes are cast and such member’s vote shall not be counted.
Section 6. Interim Vacancies. Interim casual vacancies on a Standing Committee shall be filled by the President of the Board for the unexpired term.
Section 7. Quorum. A majority of the members of a Standing Committee shall constitute a quorum, but fewer than a quorum shall have the power to adjourn from time to time until a quorum is present.
Section 8. Board Interface and Agendas. Each Standing Committee shall have the right to submit any matters within its scope for consideration directly to the Board. Standing Committee agendas shall be developed by the committee Chairperson in consultation with the appropriate members of management and with the input of other Governors.
Section 9. Committee Charters. All Standing Committees shall adopt written policies and procedures that shall be approved by the Board which shall govern such Standing Committee’s operations and policies (each a “Committee Charter”). The current Committee Charter for each Standing Committee shall at all times be published on the principal website for the Association.
Section 10. Specific Standing Committees Provisions.
(1) Nominating and Governance Committee
a. Authority. The Nominating and Governance Committee shall be responsible for identifying, evaluating, and recommending for nomination by the Committee all non-Teaching Pro Representative candidates for membership on the Board and all non-Board member members of a Committee. The Nominating and Governance Committee shall also consult with the Board with regard to appointing members of the Standing Committees as well as be responsible for such other activities as specified in its Committee Charter.
b. Composition. The Nominating and Governance Committee shall consist of at least five (5) members, all of whom have been members of this Association for at least five (5) years and not more than three (3) of whom shall be Board members.
c. Chairperson. The Chairperson of the Nominating and Governance Committee shall be selected by the Board and may be a member of the Board.
(2) Finance Committee
a. Authority. The Finance Committee shall oversee the preparation and review of the annual budget for the Association, to be submitted for the forthcoming fiscal year to the Board no later than ten (10) days before its Annual Meeting and the Annual Meeting of the Members. The Finance Committee shall oversee the selection and retention of any accountants and independent auditors. The Finance Committee shall oversee all general budgeting and financial planning. This Committee may also submit recommendations to the Board concerning any matter relating to the financial affairs of this Association. The Finance Committee shall also be responsible for such other activities as specified in its Committee Charter.
b. Composition. The Finance, Audit and Compensation Committee shall consist of at least three (3) and at most five (5) members, with at least two (2) members who are also members of the Board.
c. Chairperson. The Chairperson of the Finance Committee shall be the Treasurer.
ARTICLE X
OTHER SPECIAL COMMITTEES
Section 1. Appointment of Special Committees. The President of the Board may appoint and remove such other ad hoc or special committees, including the respective Chairperson(s) and committee members, from time to time as they may deem necessary for the proper functioning of this Association.
Section 2. RESERVED
ARTICLE XI
TEACHING PROFESSIONAL GOVERNOR
Section 1. Definition of Teaching Professional Representatives. The Teaching Professional Representatives must be a full-time, paid employee of a squash club, a member of this Association, a citizen of the United States and eighteen (18) years of age or older by December 31 of the year in which the election is held. The Secretary shall keep an updated list of the Teaching Professional Representatives, their email addresses and any other relevant contact information, and shall certify which Teaching Professional Representatives are in good standing for purposes of voting.
Section 2. Teaching Professional Governor. The body of Teaching Professional Representatives shall elect from among themselves the Teaching Professional Representative, who shall be a non-voting representative to the Board of Governors.
Section 3. Voting. The rules and procedures for the election of the Teaching Professional Governor by the Teaching Professional Representatives shall be proscribed by the Nominating and Finance Committee or determined by the teaching professionals after consultation with the Board.
ARTICLE XII
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ARTICLE XIII
NOTICES
Section 1. Generally. Every Member of this Association shall furnish an address to which all notices and communications may be sent by mail or otherwise. The sending of any such notice or communication to the address so furnished, or if no such address shall be furnished, to the last known address, shall constitute proper service thereof. Notice may also be given by email, mail, telephone or facsimile provided that such information has been furnished by the Member and any such notice by telephone, facsimile or confirmed receipt e‑mail shall constitute proper service to that Member. It shall be the duty of each Member to update his or her contact information.
Section 2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of this Association's Certificate of Incorporation or of these By‑laws, a waiver thereof in writing, including by email, signed by the person entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE XIV
DUES
Membership fees and dues for all classes of Association Membership shall be established by the Board and published on the official website for the Association. Dues may, if determined by the Board, be collected through the Association’s association with U.S. Squash or other national squash association.
ARTICLE XV
FISCAL YEAR AND SEAL
Section 1. Duration. The fiscal year of this Association shall be from September 1 through August 31.
Section 2. Seal. The seal of this Association shall be circular in form and shall bear the name of this Association and the state and year of its incorporation.
ARTICLE XVI
INDEMNIFICATION
This Association shall, to the fullest extent now or hereafter permitted by New York law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a Director, Officer, employee or agent of this Association, against judgments, fines, amounts paid in settlement and reasonable expenses, including costs and attorneys’ fees when and as incurred in defending such action or proceeding, whether or not such person is then a Director, Officer, employee or agent of this Association, except to the extent of such person’s bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence, willful misconduct or fraud. The Association shall maintain adequate liability insurance.
ARTICLE XVII
RULES OF CONSTRUCTION
All references to gender in these By‑laws shall include both the masculine and feminine unless the context requires otherwise. Words importing the singular shall be deemed to include the plural and vice versa.
ARTICLE XVIII
AMENDMENTS
Section 1. Modifications Generally. These By‑laws may be added to, amended or repealed by the affirmative vote of two‑thirds (2/3) of the Governors present at a Board of Governors meeting at which a quorum is present and voting. Amendments may also be approved by the affirmative vote of the majority of the Members present and entitled to vote at a Meeting of the Members of this Association at which a quorum is present and voting.
Section 2. Notice. Amendments of these By‑laws shall be proposed only by the Board of Governors and the substance thereof shall be set forth in the notice of the meeting at which such amendment is to be approved.
ARTICLE XIX
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