03 October 2003

CONSTITUTION AND BY-LAWS

of the

BOEING EMPLOYEES’ TENNIS CLUB – ST. LOUIS

CONSTITUTION

ARTICLE INAME: The name of this organization shall be BOEING EMPLOYEES’ TENNIS CLUB – ST. LOUIS, Inc.; a non-profit organization hereinafter called BOEING TENNIS CLUB.

ARTICLE IIOBJECTIVES: It is the purpose of the BOEING TENNIS CLUB to provide an opportunity for Boeing St. Louis employees and retirees to compete in organized play, and to work with and through the office of the Recreation Section Manager to most effectively achieve this purpose.

ARTICLE IIIUSES DENIED: No person shall use anything pertaining to the BOEING TENNIS CLUB for personal gain.

ARTICLE IVCHANGES TO CONSTITUTION OR BY-LAWS: It shall require a simple majority vote of the BOEING TENNIS CLUB members, present at a published meeting or by ballot, to make any change in the Constitution and/or By-Laws. Changes must be published to the BOEING TENNIS CLUB members prior to voting. Changes mandated by Boeing do not require action by the Board of Directors or its members.

BY-LAWS

ARTICLE IMEMBERSHIP: Club membership shall be open to all persons:

a.Employed by,

b.Retired from,

c.Performing full-time work at,

d.Performing part-time work at,

e.Military personnel at,

f.Or full time on-premise contractors at, Boeing or heritage McDonnell Douglas St. Louis. Only members shall have the privilege of voting in the Boeing Tennis Club.

ARTICLE IIFISCAL YEAR: The fiscal year shall be 1 January to 31 December.

ARTICLE IIIa.Definition: Any immediate family member can participate in the Boeing Tennis Club, although they cannot have member status. Immediate family member is defined as an employee's spouse and children to their nineteenth birthday and from their nineteenth birthday until their twenty-fifth birthday, provided they remain continuously dependent upon their parents for their principal support and any dependent children that are incapable of self-sustaining employment by reason of mental retardation or physical handicap, regardless of age.

b.Priority: The priority of participation will be as follows:

1.Members will have first priority to participate in the Boeing Tennis Club.

2.Non-employee family members will be eligible to participate in the Boeing Tennis Club activity on a space available basis. Once a non-employee family member participates in the Boeing Tennis Club and keeps their participation current they cannot be denied participation by a new member.

3.Non-member employees can participate in the Boeing Tennis Club.

c.Outside Participation: Participation by persons other than members, non-employee family members or non-member employees must have written approval from the Recreation Department.

ARTICLE IVBOARD OF DIRECTORS of the BOEING TENNIS CLUB shall consist of the following:

Councilor

Alternate Councilor

Membership Chairman

Treasurer

Tournament Chairman

a.The Board of Directors shall be elected to serve a one year term beginning on January 1 and ending on December 31. All nominations shall be in accordance with Article I and Article XIV of the By-Laws.

b.Nominations of Directors shall be by ballot held in November and elections by ballot in December with installation on January 1. The results of the balloting shall be sent to the members in good standing prior to January 1. Directors may succeed themselves for more than a single term. Directors may hold more than one position.

c.Whenever a vacancy shall exist in the Elected Directors, such a vacancy shall be filled by appointment from the Councilor for the unexpired term with approval by a majority of the remaining Directors.

ARTICLE VDUTIES OF THE BOARD OF DIRECTORS:

a.The Councilor shall be Chairman of the Board of Directors and preside at all meetings. The Councilor shall attend all Boeing Recreation Council meetings and be the single point of contact to the Recreation Department. The Councilor shall appoint all personnel as necessary to perform administrative duties such as league secretaries, league/tournament organizers and directors, ladder secretary, and competitive team organizers.

b.The Alternate Councilor shall assist the Councilor in all duties and assume the position of Councilor when the Councilor is absent.

c.The Membership Chairman shall be charged with keeping the membership records of the BOEING TENNIS CLUB and perform such other duties as normally pertain to that office.

d.The Treasurer shall be charged with keeping the financial records of the BOEING TENNIS CLUB and perform such other duties as normally pertain to that office.

e.The Tournament Chairman shall be charged with organizing all BOEING corporate tennis teams and all tournaments within the BOEING Tennis Club.

ARTICLE VIVOTING:

a.Voting membership shall be as outlined in Article I and Article XIV of the By-Laws.

b.Ten percent of total current members in good standing present at a meeting shall constitute a quorum.

c.Except as noted under Article IV of the Constitution, any motion within the BOEING TENNIS CLUB at a meeting of members, or at a meeting of the Board of Directors shall be carried or lost by a simple majority vote of members in good standing. There shall only be one vote per member, regardless of how many positions that member holds.

ARTICLE VIIBOARD OF DIRECTORS: The Board of Directors of the BOEING TENNIS CLUB shall consist of the members defined in Article IV of the By-Laws. Meetings of the Board of Directors shall be called at such time and place as designated by the Councilor.

ARTICLE VIIIMEETINGS: Meetings of the BOEING TENNIS CLUB shall be held at such time and place as designated by the Councilor. Special meetings shall be called by the Councilor when a petition of ten percent of total current members in good standing has been sent to the Membership Chairman. All members shall be informed of meetings by written notice.

ARTICLE IXPROCEDURE: The order of business and parliamentary procedure shall be based on Robert's Rules of Order.

ARTICLE XCOMMITTEES: The Councilor shall have the authority to appoint a Chairman of any committee in a meeting of the BOEING TENNIS CLUB. The appointed Chairman shall have the authority to name such members of the BOEING TENNIS CLUB to the committee as deemed necessary.

ARTICLE XISCOPE AND LIMITATIONS OF COMMITTEES: Committees shall have authority to perform such duties as authorized by the Board of Directors, except: No committee Chairman or committee member shall have the authority to expend any moneys unless such expenditures be specifically authorized by the Councilor.

ARTICLE XIIGOOD STANDING MEMBER: A member shall become in arrears and no longer a member in good standing if dues and fees are not paid in full within thirty days of registering and/or participating in a BOEING Tennis Club activity that requires membership.

ARTICLE XIIISUSPENSION OR EXPULSION OF CLUB MEMBER: A member violating any part of the Constitution, By-Laws, rules or regulations of the BOEING Tennis Club, or accused of violating the rules of good conduct and sportsmanship, or a member not in good standing in accordance with Article XIV of the By-Laws, shall upon due notice and hearing before the Board of Directors be subject to suspension or expulsion from membership on the determination of the Board of Directors, augmented by four good standing members, two appointed by the Councilor and two by the accused member.

ARTICLE XIVDUES: Members in good standing shall have paid any dues for the current fiscal year as established by the Board of Directors.

ARTICLE XVDISBANDMENT: Disbandment of the Boeing Tennis Club requires return of all moneys, equipment and materials to Boeing through the Recreation Department or given to a Not-For-Profit Charitable organization approved by the Recreation Department in accordance with state statutes.

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