Maryland Washington Racquetball Association By-Laws ARTICLE I - MEETING OF MEMBERS 1. Annual Meeting. The annual meeting of the members of this corporation shall be held over the course of the racquetball calendar year (normally September - May) commencing with 1993. Each annual meeting shall be held at a designated tournament site unless some other place is designated by the Executive Committee three weeks or more before the day of such meeting. 2. Special Meetings. Special meetings of the members may be called at any time for any purpose and held at any place in or out of the State of Maryland by call of the Chairman of the Executive Committee, or by resolution of a majority of the Executive Committee Members. Notice of such a special meeting must be given at least ten (10) days prior to the meeting date. 3. Notice of Waiver. Notice of members' meetings, signed by the Secretary or Chairman of the Executive Committee, shall be posted on the MWRA website not less than ten (10) nor more than sixty (60) days before the date set for the meeting. The notice shall state the purpose of the meeting and the time and place it is to be held. Such notice shall be sufficient for that meeting any adjournment thereof. Any member may waive notice of any meeting either before or after the meeting. Any meeting of members may be held either in or out of the State of Maryland. 4. Members. The members of the corporation will be anyone who is accepted into membership of USA Racquetball, remains in good standing and is a resident of Maryland or the District of Columbia. Active duty members of the military who are temporarily assigned to the Maryland Washington regional area are exempted from the residency requirements. 5. Quorum. A quorum at any meeting of the members shall consist of a majority of the members of the MWRA represented in person or by proxy, and a majority of such quorum shall decide any question that may come before the meeting, but any number of members, even less than a quorum, may adjourn the meeting. 6. Voting. Every member having a right to vote at a meeting of members shall be entitled, upon each proposal presented at the meeting, to one (1) vote. ARTICLE II - EXECUTIVE COMMITTEE 1. Executive Committee and Elections. The Executive Committee shall manage the business and property of the corporation. Members of the Executive Committee shall be elected by the MWRA membership present at the annual MWRA Singles Championships, usually convened the first weekend of March each year, by a plurality of the votes cast at such election for a term of three (3) years and shall serve until the election and acceptance of their duly qualified successors. MWRA members will be afforded the opportunity to review the biographies of the candidates before the election. Vacancies in the Executive Committee may be replaced by vote of the remaining Executive Committee members by majority vote. 2. Rotation of Membership. The term of membership of the Executive Committee shall be such that one-third of the members are newly elected each year and that two-thirds of the members shall remain in office. The first Executive Committee shall determine which members shall server one (1), two (2), and three (3) year terms such that within a three-year period the rotation is fully implemented. 3. Regular Meetings. A minimum of four (4) meetings will be held during the calendar year. These meetings will occur on a bi-monthly basis during the months of September to April (the racquetball “season”). Additional meetings may be called at such times thereafter or therein as the Executive Committee may fix and at the other times upon the call of the Chairman of the Executive Committee or a majority of the Executive Committee. Should any member be absent without cause for two (2) consecutive meetings he will have considered to have forsaken their membership on the Executive Committee and will be replaced in accordance with the aforementioned provisions. 4. Special Meetings. Special meetings of the Executive Committee may be held in or out of the state of Maryland or District of Columbia, and may be called at any time or place by the Chairman of by a majority of Executive Committee members on at least ten (10) days written notice (including electronic mail), or may be held at any time and place without notice by unanimous written consent of all the company members, or by the presence of all members of such meeting if those not present shall at any time waive notice thereof. 5. Quorum. A quorum at any meeting shall consist of a majority of the Executive Committee. The majority of such quorum shall decide any questions and issues that may come before the meeting. If any meeting where any less than a quorum is present, the members present, or a majority of them, may adjourn the meeting to another time and/or place. Members of the Executive Committee shall be deemed present at a meeting of such Committee if a conference telephone or similar communications device is used by which all persons participating in the meeting can communicate with one another. 6. Number of Directors. The membership of the Executive Committee shall be limited to a maximum of nine (9) and a minimum of five (5) persons. If possible, members should be elected who possess both a practical knowledge of racquetball as well as the skills necessary to properly conduct business. 7. Election of Chairman. The Chairman of the Executive Committee shall be elected by the majority vote of the Executive Committee members on an annual basis, usually the first meeting after the general elections. The Chairman of the Executive Committee will be the official spokesperson of the Executive Committee and be responsible for all official communications between the MWRA and USA Racquetball. If the office becomes vacant during the year, the Executive Committee shall fill the vacancy. If two persons wish to jointly hold the position of Chairman of the Executive Committee and are duly elected as such by the members of the Executive Committee, they shall jointly determine the appropriate separation of duties. Such division of responsibilities will be noted in the corporate minutes. 8. Removal of Executive Committee Members. Any member of the Executive Committee may be removed from the Executive Committee with cause through due process and with written notification by a two-thirds (2/3) vote of the Executive Committee or by a two-thirds (2/3) vote of the entire MWRA membership. 9. USA Racquetball Membership. Membership in USA Racquetball is required for election to the Executive Committee. It is also required that all Executive Committee members maintain a membership in good standing with USA Racquetball and the MWRA for their entire term of service. ARTICLE III - SUBCOMMITTEES 1. Function. It is the intent of the corporation to perform, as much as possible, the tasks deemed necessary by the corporation at the subcommittee level. As such, subcommittees will be organized by task requirements. 2. Formation. Subcommittees may be formed by the Chairman of the Executive Committee or by a majority vote of either the Executive Committee or Board of Governors. Subcommittees may be disbanded by majority vote of either the Executive Committee or Board of Governors. 3. Organization. It is expected that certain subcommittees will be “standing subcommittees” while others are organized for a specific purpose over a defined duration. Examples of standing subcommittees may include Player Rankings & Tournaments, Newsletters & Publications, etc. 4. Director. A Director of the subcommittee will be appointed by the Chairman of the Executive Committee or by a majority vote of the Executive Committee. Members of the subcommittee may make recommendations for the Director position of the subcommittee to the Executive Committee. Directors will serve a one (1) year term from the date of their appointment or, if sooner, when said subcommittee is disbanded. 5. Funding. Any and all funding for activities of the Subcommittees must be approved in advance by the Chairman of the Executive Committee or by 2/3 vote of the Executive Committee. Funding for any subcommittee activities, whether with or without prior approval, may be discontinued at any time by the Chairman of the Executive Committee or by a 2/3 vote of the Executive Committee. 6. Structure. The subcommittee will be staffed by members in good standing who have an interest in the function of the subcommittee. Any member may volunteer to serve on any subcommittee. The Director may remove any member of the subcommittee with or without cause, at any time. ARTICLE IV - OFFICERS 1. Officers. The officers of the association shall be a Chairman of the Executive Committee, a Secretary, and a Treasurer. The Chairman of the Executive Committee shall be elected as set forth in Article II. The Executive Committee will appoint the Secretary and Treasurer for a one (1) year term. The Secretary and/or Treasurer may be removed from the Committee with cause by a two-thirds (2/3) vote of the Executive Committee or by a two-thirds vote of the entire MWRA membership. 2. Chairman of the Executive Committee. The Chairman of the Executive Committee shall be the Chief Executive Officer of the corporation, shall preside at all meetings, shall have general supervision of the affairs of the company, shall make reports to the Executive Committee, shall execute all instruments in the name of the association and inscribe the association logo where necessary or requested, and perform all such other duties as are incident to the office or are properly required by the Executive Committee. If for any reason the Chairman of the Executive Committee cannot fulfill his responsibilities, the Secretary of the Executive Committee will act in his behalf until a duly elected replacement is chosen. 3. Secretary. The Secretary shall have custody of and maintain all of the corporate records, except the financial records, shall record the minutes of the Executive Committee meetings, send out notices of meetings, attest to the corporate logo where necessary or required, and perform such other duties as may be prescribed by the Chairman of the Executive Committee. 4. Treasurer. The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements in accordance with Generally Accepted Accounting Practices, and render account thereof at the Executive Committee meetings and whenever required by the Chairman of the Executive Committee, and shall perform such other duties as may be prescribed by the Chairman of the Executive Committee. No funds shall be disbursed without the knowledge and signatures of the Treasurer and the Chairman of the Executive Committee, or of their duly appointed assignees. 5. Other Officers. The Executive Committee may by majority vote create additional positions, as they may deem necessary in the management of corporate affairs. 6. Removal of Officers. Any Officer may be removed from the office with written notification by a two-thirds (2/3) vote of the Executive Committee or by a two-thirds (2/3) vote of the entire MWRA membership. ARTICLE V - AMENDMENTS 1. Amendments. These By-Laws my be amended by a vote of fifty-one (51) percent of all members concurring in said amendment or by a vote of not less than a two-thirds (2/3) majority of the whole membership of the Executive Committee at any regular or special meeting of the Executive Committee. ARTICLE VI - PROXY STATEMENTS 1. Form. The following form of proxy statement shall be used for membership voting. A proxy in substantially the form set forth below shall be valid for the purpose expressed therein. PROXY STATEMENT I, the undersigned member of the Maryland Washington Racquetball Association, Inc. hereby appoint ______________ of ______________ to be my proxy to attend members meetings of the corporation that may be held on or about the date of ______________ at the continuation thereof, with full power to vote and act for me in my name and place, in the same manner, to the same extent and with the same effect as though I might vote were I present my self at said meeting, granting to the said ______________ the full power of substitution and revocation. Dated this ______________ day of ______________ 20____. Signature ___________________________ Phone Number ____________