CODE OF REGULATIONS
OF
The Southeastern Squash Racquets Association

ATLANTA, GEORGIA

The Board of Directors of The Southeastern Squash Racquets Association, Inc., a nonprofit corporation of the State of Georgia, at a meeting duly called for the purpose of adopting and/or replacing regulations for the Corporation, on the 31st day of March, 2005, adopted the following regulations:

ARTICLE I – MEMBERS

1.1 Persons eligible for Corporation Membership are only those who are Members of the Southeastern Squash Racquets Association (herein “Members"). Anyone meeting these requirements who is of full age and upon his/her request to and approval by the Board of Directors (as defined below"), may be designated a Member of the Corporation (collectively the "Membership"); persons not meeting these requirements shall not be, nor be deemed to be, Members of the Corporation. Any Member who moves from greater Atlanta or becomes inactive in the above-named Membership, shall be automatically removed from the Membership without the need of his/her resignation.

ARTICLE II – MEETINGS OF MEMBERS

2.1 The membership shall hold its annual meeting in or about the month of June of each calendar year or such other date as shall be designated by the President, for the election of Directors (the "Board of Directors" or "Directors"). The Directors shall cause notice of the time and place of the annual meeting to be given to the Members by posting written notice thereof at the Sporting Club at Windy Hill, the Concourse Athletic Club, and the Piedmont Driving Club (the “Clubs”) at least seven (7) days before the annual meeting. The notice shall specify the time and place of the meeting, and generally state the nature of matters to be approved by the membership, such as the election of Directors and Officers.

2.2 A special meeting of the Members may be called: (1) at any regular meeting of the Membership by a majority vote of the Members present; (2) at any time by the President or the Board of Directors; or (3) at the written request of at least twenty Members. Notice of a special meeting specifying the business to be transacted thereat shall be given by written notice to the Directors and by posting a written notice thereof at the Clubs at least seven (7) days prior to such meeting.

2.3 At least ten (10) members of the Membership at any meeting for which notice has been duly given shall constitute a quorum for the transaction of all business. Each Member present at a meeting of Members shall be entitled to one vote. The affirmative vote on any matter of a majority of the Members present at a meeting at which a quorum has been declared shall constitute the act of the Members.

2.4 Notice of a meeting need not be given to any Member who submits a signed waiver of notice either before or after the meeting. The attendance of any Member at a meeting without protesting at or prior to the commencement of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him.

2.5 Voting for the position of Director shall be by any method deemed reliable by the President. If the reliability of the method of voting is challenged by any Member present at the meeting, then the voting shall be by ballot. The Directors shall be elected by a majority of the votes cast at the annual meeting of the Members. Written absentee ballots may be filed with the President in advance of the meeting. Proxy ballots are not valid.

ARTICLE III – DIRECTORS

3.1 The Corporation’s powers shall be exercised and the Corporation’s business shall be directed, conducted, and controlled by the Directors. The number of Directors shall be any number designated by resolution duly adopted by the Membership, but shall be at least five (5), while ensuring a balanced representation of all Clubs. Each Director shall be a Member of the Corporation. If a Director ceases to be a Member of the Corporation, then he/she shall automatically cease to be a Director. Each Director shall hold office for a term of two years, which shall automatically renew annually unless removed by action of the Membership. Any Director may be elected for more than one term.

3.2 The Directors shall have the power to conduct, manage, direct, and control the affairs of the Corporation; to call special meetings of the Board of Directors if the demands of the Corporation make it necessary; to negotiate and enter into contracts and do all acts and things necessary or expedient in carrying out the purposes of the Corporation. No indebtedness, however, shall be incurred without the consent of a majority of the Members. Notwithstanding, the foregoing, the Directors are specifically authorized to maintain director's and officer's liability insurance in such amounts as they deem appropriate. 3.3 When a vacancy occurs in the office of Director, the remaining Directors shall appoint any qualified Member to fill such vacancy until the next annual meeting, at which meeting the vacancy will be filled by the Members.

3.4 There shall be a three-person Nominating Committee of the Board of Directors, providing reasonable representation from each Member Club, which shall place into nomination before the membership the candidates for the Board. The committee shall also put forward candidates for board membership in the event of a vacancy and shall recommend officer positions to the Board as a whole.

ARTICLE IV – MEETINGS OF DIRECTORS

4.1 Immediately following the annual meeting of Members, the Directors shall hold an annual meeting, for the purpose of electing officers. Notice of such meeting shall not be required.

4.2 In addition to the annual meeting, the Directors may meet at such other times as is deemed necessary for the transaction of business. Notice of such other meetings shall be given to the Directors, in person, by telephone fax or e-mail, by the President.

4.3 A majority of the Directors shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at the time of a vote shall be the act of the Directors. Any Director may participate in a meeting of the Directors by means of a conference telephone or similar equipment that allows those participating in the meeting to hear one another at the same time. Participation by such means constitutes presence in person at such meeting.

4.4 Any action required or permitted to be taken by the Directors may be taken without a meeting, if all Directors sign a consent in writing setting forth the action so taken and file the same with the Secretary of the Corporation.

ARTICLE V – OFFICERS

5.1 The officers of the Corporation shall be elected by the Board of Directors and shall hold until the next annual meeting of the Directors, or until terminated by action of the Board of Directors. If an officer ceases to be a Director, then he/she shall automatically cease to be an officer.

5.2 The President and the Treasurer are authorized to execute all official instruments for the Corporation by affixing the name of the Corporation and signing their names as President and Treasurer, respectively.

5.3 The President shall preside over all meetings of the Corporation. In his absence, the Treasurer and the Membership Chairman, shall preside over meetings of the Corporation. If none of the officers is available or able to preside at a meeting of the Corporation, then the Members present at any such meeting shall select a chairman of the meeting who shall preside.

5.4 The Secretary shall keep a written record of all the proceedings of the meetings of the Members and of the Directors and shall preserve all valuable papers of the Corporation. If the Secretary is not available or able to keep a written record of a Directors’ meeting, then such a record shall be kept by the Treasurer. If the Secretary is not available or able to keep a written record of a meeting of the Members, then such record shall be kept by the Treasurer or, in his absence such other person designated by the Directors.

ARTICLE VI – FINANCIAL 6.1 The Treasurer shall be responsible for all financial records and reports. An annual report listing sources and uses of funds shall be made available to all members at or before the annual meeting in June.

6.2 Dues collected by SESRA shall be applied as follows: one half of each member’s dues shall be unrestricted in its use consistent with guidelines established by the Board of Directors. One half of each Member’s dues shall be earmarked according to the Club through which this Member joins. These earmarked funds shall be distributed back to the Member’s club consistent with guidelines established by the Board of Directors. Nothing in this requirement shall conflict with SESRA’s nonprofit status or overall mission of supporting squash in the Atlanta area.

ARTICLE VII – MISCELLANEOUS

7.1 These regulations may be altered or amended at any regular meeting or at any meeting called for that purpose, by the affirmative vote of a two thirds (2/3) majority of the Directors of the Corporation.

The undersigned as President of the Corporation hereby certifies that the foregoing Code of Regulations were adopted at a meeting of the Board of Directors of the Corporation duly held on March 31, 2005 and revised July 27, 2005.
 
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