IHRSA Bylaws

 

Purposes

The purpose or purposes for which the corporation is organized are to promote racquet sports, fitness and athletic clubs including the businesses that operate such (racquet sports facilities) clubs in the United States and throughout the world and do all acts necessary or incidental thereto. The corporation also has such powers as are now or may hereafter be granted by the General Not-for-Profit Corporation Act of the State of Illinois.

Offices

The corporation shall maintain, in the state of Illinois, a registered office and a registered agent at such office and may have other offices within or without the state.

Members

Section I. Classes of Members. The corporation shall have three classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:

 

a) A regular member shall be an investor or member owned or leased fitness, racquet, or athletic facility which pays property taxes and does not accept tax-deductible contributions for capital or operating costs, but excluding any organization qualified under 501-C-3 of the Internal Revenue Code of 1986, as amended. Provided, however, that any 501-C-3 organization which was a regular member in good standing as of July 1, 1995, and which otherwise complied with the general provisions of this paragraph, may remain a regular member for so long as it continues to comply with those general provisions. An authorized representative on behalf of the facility must sign the Membership Pledge and the Statement of Compliance for IHRSA's Membership Eligibility Standards and agree to abide by the IHRSA Code of Conduct.

 

b) A developer member shall be an individual, corporation or other entity intending to develop such a facility.

 

c) An associate member shall be any manufacturer or supplier of products or services related to the operation of fitness, racquet or athletic facilities. For purposes of sub-sections a) and b) hereof, each club shall be entitled to a single membership in the Association. Specifically, operation of facilities at different locations, even if under common ownership and/or operation, shall constitute one member for each individual location.

 

Section 2. Election of Members. Members shall be elected by the board of directors. An affirmative vote of a majority of the directors shall be required for election. This election may be delegated to the President and CEO by the board of directors.

 

Section 3. Voting Rights. Each regular member shall be entitled to one vote on each matter submitted to a vote of the members. Developer members and associate members shall have no voting rights, as detailed in Section 8 below.

 

Section 4. Termination of Membership. The board of directors, by affirmative vote of two-thirds of all the members of the board, may suspend or expel a member for cause after an appropriate hearing and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XII of these Bylaws.

 

Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

 

Section 6. Reinstatement. Upon written request, signed by a former member and filed with the Secretary, the board of directors may, by the affirmative vote of a majority of the members of the board, reinstate such former member to membership upon such terms as the board of directors may deem appropriate. This reinstatement may be delegated to the President and CEO by the board of directors.

 

Section 7. Transfer of Membership. Membership in this corporation is not transferable or assignable except to a successor who operates a racquet sports facility at the same physical location.

 

Section 8. Developer and Associate Members. Developer and associate members shall be elected as provided in Section 2 above, shall have no voting rights, may have their membership terminated by the same procedure as provided in Section 4 above, and shall have the same resignation and reinstatement rights contained in Sections 5 and 6 above. Developer and associate membership in this organization is not transferable or assignable.

 

Section 9. No Membership Certificates. No membership certificates of the corporation shall be required (see Article IX).

 

Section 10. Conditions of Membership. Each applicant for membership shall certify at the time of initial application and upon each annual renewal date that, within the past two years, the specific club or entity has not been found guilty in any civil or criminal court proceeding, or in any proceeding before any administrative agency, of violating federal, state, or local statutes or regulations that pertain to consumer rights issues. The board may, in its discretion, deny, suspend or delay admission in such circumstances or in the circumstances of an ongoing civil or criminal investigation not then concluded.

Meetings of the Members

Section 1. Annual Meeting. An annual meeting of the members, for the purpose of electing directors and for the transaction of such other business as may come before the meeting, shall be held each fiscal year of the corporation, on such date and such time as the board of directors shall designate, provided that not more than sixteen (16) months shall elapse between annual meetings.

 

Section 2. Special Meeting. Special meetings of the members may be called, either by the Chairperson, the board of directors, or not less than one-tenth of the members having voting rights.

 

Section 3. Place of the Meeting. The board of directors may designate any place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting is otherwise called, the place of the meeting shall be the registered office of the corporation in the state of Illinois.

 

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of meeting of members shall be delivered, either personally or by first-class mail, to each member entitled to vote at such meeting, not less than five or more than forty days before the date of such meeting, by or at the direction of the Chairperson, or the secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member as it appears on the records of the corporation, with postage thereon prepaid at first-class rates.

 

Section 5. Informal Action by Members. Any action required to be taken at a meeting of the members of the corporation, or any other action which may be taken at a meeting of members, may be without a meeting if a consent in writing, setting forth the action so taken, shall be signed by at least a majority of the members entitled to vote with respect to the subject matter thereof.

 

Section 6. Quorum. The members holding one-fifth of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting at anytime without further notice. At any adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the original meeting; withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.

 

Section 7. Proxies. Each member entitled to vote at a meeting of members, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by written proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy provided for a longer period.

 

Section 8. Manner of Acting. An act approved by the majority of votes cast at a meeting at which a quorum is present shall be the act of the members, unless the act of the greater number is required by statute, these Bylaws or the articles of incorporation.

Board of Directors

Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors.

 

Section 2. Number, Tenure and Qualification. The number of directors shall be between twelve and eighteen; no less than two and no more than four new directors will be elected by the membership each year at the annual meeting, each for a term to begin at the start of the next fiscal year. Directors shall be designated as Class A directors, Class B directors and Class C directors defined as follows:

 

a) Class A director is the owner or principal of not more than five (5) clubs or club management companies or, subject to the limitations set forth below, the designated representative of such owner or principal.

 

b) Class B director is the owner or principal of more than five (5) but fewer than fifty (50) clubs or club management companies or, subject to the limitations set forth below, the designated representative of such owner or principal.

 

c) Class C director is the owner or principal of fifty (50) or more clubs or club management companies, or subject to the limitations set forth below, the designated representative of such owner or principal.

 

At each annual election of directors one director elected must be a Class A director and one director elected must be a Class B director or a Class C director and the remaining directors may be either Class A or Class B or Class C directors. The term of office for Class A and Class B and Class C directors will be four years. No director's tenure shall be affected by virtue of any change in his/her status from Class A director to Class B director or to Class C director or vice versa. Not withstanding the following, no corporation or other entity, including any affiliates, successors, subsidiaries, and related entities may be represented by more than one nominee to the board of directors. If such a corporation or other entity is already represented by a voting director, including a past Chairperson serving ex-officio, then no additional representatives of that corporation or entity may be nominated to the board of directors until the current director's term is completed. Any dispute as to the classification of an individual for directorship, or as to such person's eligibility or qualification to serve in such capacity, or as to whether the nomination of a person or the change in employment of a director would result in two or more people serving as directors and representing a single corporation (including its affiliates and other related entities as aforesaid), shall be settled by the disinterested members of the existing board of directors, whose decisions shall be final and binding upon the parties. Irrespective of the class designation, Class A and Class B and Class C directors shall have the same voting rights and privileges.

 

The last Chairperson of the corporation shall, if his or her regular term as a director has expired, serve as an ex-officio member of the board for one year. This shall be a voting position, unless that would cause the number of directors who are equity owners in the club or facility they represent to fall below two-thirds of the entire Board. In the event a Chairperson is reelected for one (1) additional successive term, the ex-officio past Chairperson may request to serve an additional year.  The disinterested members of the board will act on the request.  No former director of the association shall be eligible to serve on the board until he has been off the board for a period of at least two years. Past Chairpersons of the association whose regular terms as directors have expired shall not be eligible to serve as directors until they have been off the board for a period of two years following their ex-officio term. Directors need not be residents of Illinois or members of the corporation; however, at least two-thirds of the total number of directors holding office at any time shall be equity owners in the club or facility that they represent.

 

Section 3. Annual Meeting. The regular annual meeting of the board of directors shall be held without other notice than this Bylaw, at the same place as the annual meeting of members. The board of directors may provide, by resolution, the time and place, whether within or without the state of Illinois, for the holding of additional regular meetings of the board without other notice than such resolution.

 

Section 4. Special Meetings. Special meetings of the board of directors may be called by, or at the request of, the Chairperson or any three directors. The person or persons authorized to call special meetings of the board may fix any place as the place for holding any special meeting of the board as long as a majority of directors approve the location of the meeting.

 

Section 5. Notice. Notice of any special meeting of the board of directors shall be given, at least 15 days previously thereto, by written notice delivered personally or sent by first-class mail or telegram to each director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid at first-class rates. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business, because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws; however, notice of a special meeting of the board must specify the business to be transacted and the purpose of such meeting.

 

Section 6. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that, if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 7. Manner of Acting. The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the board of directors, except where otherwise provided by law or by these Bylaws.

 

Section 8. Vacancies. Any vacancy occurring in the board of directors, or any directorship to be filled by reason of an increase in the number of directors or by resignation or death, shall be filled by appointment by the Chairperson. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office. If the ex-officio Chairperson position becomes vacant, no replacement shall be appointed.

 

Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; provided that, nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore, as determined by the board, with the director under consideration abstaining.

 

Section 10. Liability of Directors. In no instance shall the directors be held liable for decisions or acts on behalf of the corporation, unless such acts can be shown to be through gross negligence, malfeasance or fraud.

Officers

Section 1. Officers. The officers of the corporation shall be Chairperson, one or more Vice Chairpersons (the number thereof to be determined by the board of directors), a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this Article. All officers, except the President and CEO, shall be duly elected members of the board of directors; no ex-officio members of the board may be eligible to hold office. The board of directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of Chairperson and secretary.

 


 

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at a regular fall meeting of the board of directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as reasonably possible but, in any event, prior to the annual meeting. Officers' terms shall begin at the start of the next fiscal year. Each officer shall hold office until his successor shall have been duly elected and shall have qualified. Any person serving as Chairperson may seek reelection for one (1) additional successive term, and in the event of reelection, shall continue on the Board in that position despite his or her regular term as a director having otherwise expired. Election of any officer shall not itself create contract rights.

 

Section 3. Removal. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall require a two-thirds vote of the board of directors, and the removed director shall be notified in writing immediately.

 

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term of that office.

 

Section 5. Chairperson. The Chairperson shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts or other instruments which the board of directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these Bylaws or by statute to some other officer or agent of the corporation. In general, he shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the board of directors from time to time.

 

Section 6. Vice Chairperson. In the absence of the Chairperson or in the event of his inability or refusal to act, the Vice Chairperson (or in the event there may be more than one Vice Chairperson, the Vice Chairperson, in the order designated, or in the absence of any designation, then in the order of election) shall perform the duties of Chairperson, and when so acting, shall have all the powers of, and be subject to all restrictions upon, the Chairperson. Any Vice Chairperson shall perform such other duties as, from time to time, may be assigned him by the Chairperson or by the board of directors.

 

Section 7. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds, securities and books of account of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever; and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these Bylaws. In general, he shall perform all the duties incident to the office of the treasurer and such other duties as, from time to time, may be assigned to him by the Chairperson or by the board of directors. He shall oversee all employees to whom he may assign his designated responsibilities, and shall supervise the creation of an annual, independent audit of the books of the corporation. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such a sum and such surety or sureties as the board of directors shall determine.

 

Section 8. Secretary. The secretary shall keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member, which shall be furnished to the secretary by such member; and, in general, perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him by the Chairperson or by the board of directors.

 

Section 9. Assistant Treasurers and Assistant Secretaries. The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the Chairperson or the board of directors. If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine.

 

Section 10. President and CEO. The board of directors may hire a President and CEO who shall have only those powers and duties specifically assigned to him by the board of directors. These duties may include all or part of the duties and responsibilities outlined above in Sections 7 and 8 for the treasurer and secretary. The President and CEO shall attend all board meetings and maintain the records of the Association. His term of office and remunerations shall be set by the board of directors. The President and CEO shall give bond for the faithful discharge of his duties in such sum and such surety or sureties, as the board of directors shall determine.

Regional Associations

Section 1. Regional Associations. The board of directors may establish and/or recognize regional associations whose geographical areas and membership requirements shall be subject to the approval of the board of directors.

 

Section 2. Responsibilities and Representation. Such regional associations as may be designated by the board of directors shall adopt procedures and policies in concert with this association, with emphasis on local issues of mutual concern to the regional association members. Procedures, rules and fees for affiliation by regional associations with the national association shall be the prerogative of the national board of directors.

Contracts, Checks, Deposits and Funds

Section 1. Contracts. The board of directors may authorize any office or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the Chairperson or a Vice Chairperson of the corporation.

 

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the board of directors may select.

 

Section 4. Gifts. The board of directors may accept, on behalf of the corporation, any contribution, gift, bequests or devise for the general purposes or for any special purpose of the corporation.

Fiscal Year

Section 1. Fiscal Year. The fiscal year of the corporation shall begin on the first day of July and end on the last day in June in each year, unless otherwise determined by the board of directors.

Dues

Section 1. Annual Dues. The board of directors may determine, from time to time, the amount of initiation fee and annual dues payable to the corporation by members of each class and any other special fees or dues deemed appropriate by the board.

 

Section 2. Payment of Dues. Dues for the initial year of membership shall be payable on the date of joining.  Dues for subsequent years shall be payable annually on the anniversary date of joining.

 

Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the period for which such dues became payable, his membership may thereupon be terminated by the board of directors in the manner provided by Article III of these Bylaws.

Certificates of Membership

Section 1. Certificates of Membership. The board of directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the board of directors.

Books and Records

Section 1. Books and Records. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members and of its board of directors, and shall keep, at the registered or principal office, a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose, at any reasonable time.

 

Section 2. Annual Audit. An annual, independent audit, or review, of the books and records of account shall be prepared by a qualified professional auditor firm selected by the board of directors. The annual audit shall be completed promptly at the close of the fiscal year.

Seal

Section 1. Seal. The board of directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words 'Corporate Seal, Illinois.'

Waiver of Notice

Section 1. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Amendments

The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall, subject to the proviso herein, be vested in the board of directors and may be taken at a regular or special meeting for which written notice of the purpose shall be given and shall require the approval of two-thirds of the eligible votes at any meeting at which a quorum of directors is present, provided further, however, that the members, by action taken at a regular or special meeting for which written notice of the purpose shall be given, may revoke any amendment adopted by the board of directors by a vote of three-fourths of the regular members of the corporation. Any amendments adopted by the board of directors shall have full force and affect upon its adoption unless and until revoked by the members or further amended by the board of directors. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the Articles of Incorporation.

 

Last Updated: June 27, 2012