Article 1. Purposes

The purposes for which the corporation is organized are to grow, protect and promote racquet sports, ﬁtness and athletic clubs, including management and other companies that operate such 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.

Article 2. 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 outside the state of Illinois.

Article 3. Members

Section I. Classes of Members. The corporation shall have four 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 a ﬁtness, racquet, athletic or exercise studio business, operating from an owned or leased facility. In addition:

i) For a regular member located in the United States, the facility from which the business is operated must be subject to property taxes. Further, the member; must not accept tax-deductible contributions for capital or operating costs, and must not be 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 US 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.

ii) A regular member located outside of the United States must not be a not-for profit, governmental, or publicly funded entity.

iii) An authorized representative on behalf of the business (whether located in or outside of the US) must sign the Membership Pledge and the Statement of Compliance for Health & Fitness Association's Membership Eligibility Standards and agree to abide by the HFA Code of Conduct.

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

c) An associate member shall be any manufacturer or supplier of products or services related to the operation of ﬁtness, racquet, athletic or exercise studio businesses or related facilities.

d) An affiliate member shall refer to any other category of non-voting member that the Board of Directors may establish from time to time. Without limiting the foregoing, a non-US ﬁtness, racquet, athletic or exercise studio business, operating from an owned or leased facility, that is a not-for profit, governmental, or publicly funded entity and which is a member of an authorized international federation, shall be an affiliate member.

e) The Board of Directors may establish additional membership categories with such eligibility criteria, rights, and responsibilities as the Board determines to be appropriate from time to time.

For purposes of subsections a) and b) hereof, each individual club business unit shall be entitled to a single membership in the Association. Speciﬁcally, operation of qualified businesses at facilities located at different locations, even if under common ownership and/or operation, shall be eligible for one membership for each individual location. However, franchisees may not grant proxies under Article 4 Section 7 of these Bylaws.

Section 2. Acceptance of Members. New members may be accepted by the President and CEO according to application submitted by the prospective member. Such application shall include criteria for membership as provided in these Bylaws.

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, associate members, and affiliate 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 11 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 decision may be delegated to the President and CEO by the board of directors.

Section 7. Transfer of Membership. A regular membership in this corporation is not transferable or assignable except to a successor who operates a racquet sports, fitness, athletic or exercise studio business at the same physical location. Developer, associate, and affiliate memberships are not transferable or assignable.

Section 8. Developer, Associate and Affiliate Members.

Developer, associate, and affiliate members may be accepted 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.

Section 9. Conditions of Membership. Each applicant for membership shall certify at the time of initial application and upon each annual renewal date that the prospective member or its controlling owners have not been found guilty of a felony in any criminal court proceeding, and that they are currently in substantial compliance with applicable consumer rights or recreational laws relating to ﬁtness, racquet, athletic or exercise studio businesses. 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.

Article 4. 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, a majority of 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 and for any special meeting.

Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of meeting of members shall be delivered 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.

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 member to act for him or her by written proxy, duly signed and dated by the member granting the proxy, but no such proxy shall be voted or acted upon after eleven months from its date, unless the proxy expressly 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 vote of the greater number is required by statute, these Bylaws or the articles of incorporation.

Article 5. Board of Directors

Section 1. General Powers. The affairs of the corporation shall be governed by, or under the authority of, 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 must be regular members and shall be designated as Class A directors, Class B directors and Class C directors deﬁned as follows:

a) Class A director is the owner, principal, franchisee or lessee 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, principal, franchisee or lessee.

b) Class B director is the owner, principal, franchisee or lessee 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, principal, franchisee or lessee.

c) Class C director is the owner, principal, franchisee or lessee 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. Notwithstanding 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 board of directors 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; 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, in conjunction with, and 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 outside 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. 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 the result of willful or wanton conduct.

Article 6. 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. The President and CEO shall also be an officer. 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, except for the President and CEO, shall be elected annually by the board of directors at a regular fall meeting of the board of directors. If the election of ofﬁcers is not 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 officer or agent shall be promptly notiﬁed in writing. .

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 elected ofﬁcer of the corporation. He or she shall be the primary liaison between the board of directors and the President and CEO. He/she shall preside at all meetings of the members and of the board of directors. He/she 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/she 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/her 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 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/her by the Chairperson or by the board of directors. He/she shall supervise the creation of an annual, independent audit of the books of the corporation; oversee preparation of the annual budget for the Board of Director’s approval; assist in the preparation of financial reports to the Board of Directors; and advise the Board of Directors with respect to financial matters. 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, or cause to be kept, 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; 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 and appoint 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 be the chief executive officer of the corporation and shall, in cooperation with the Chairperson, organize and actively participate in all board meetings and maintain the records of the Association. His/her term of ofﬁce and remunerations shall be set by the board of directors. At the discretion of the board, 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.

Article 7. Board Committees

Section 1. Board Committees. The board of directors may establish one or more standing or temporary committees of the board and appoint directors or such other persons as the board designates, to serve on each committee, and who shall serve at the pleasure of the board. Except for a nominating committee, which need not include any directors, each committee shall have two or more directors, and a majority of its membership shall be directors.

Article 8. 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.

Article 9. Contracts, Checks, Deposits and Funds

Section 1. Contracts. The board of directors may authorize any 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, including electronic transfers, shall be signed or authorized 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 or authorized 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.

Article 10. 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.

Article 11. 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 3 of these Bylaws.

Article 12. 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.

Article 13. Indemnification.

Section 1. General. The corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed third party legal proceeding, by reason of the fact that he or she is or was a director or officer of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if the board of directors determines that such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The board may procure directors and officers liability insurance coverage to provide this indemnity, in which case and notwithstanding the above conditions in this Article 13, indemnity shall be provided to any director or officer to which indemnity may be provided under Illinois law to the extent covered by such insurance.

Section 2. Advancement of Expenses. To the extent that any directors and officers liability insurance procured by the corporation does not provide for the payment of expenses (including attorney's fees) as they are incurred by an officer or director of the corporation in defending a third party legal proceeding or action, then the corporation may pay some or all of such expenses in advance of the final disposition of the legal proceeding or action, as authorized by the board of directors in the specific case and upon receipt of an agreement by the director or officer to repay such amount if it is determined by a court of law that the director or officer did not meet the standard of conduct for indemnification as set forth in Section 1.

Article 14. 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 account and minutes of the corporation may be inspected by any voting member, or his agent or attorney, in person 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.

Article 15. 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.'

Article 16. Notices and Other Communications

Section 1. Methods. Any written notice or other written communication to be made pursuant to these Bylaws may be delivered or given by the following means: (a) personal delivery, including overnight delivery service; (b) U.S. First-Class mail; or (c) electronic mail. Notice by the corporation to any member if sent via overnight delivery service shall be deemed to be delivered when deposited with the delivery service in a sealed envelope, addressed to the member as it appears on the records of the corporation, with the shipping charges prepaid or billed to the sender’s account. Notice by the corporation to any member if sent via U.S. First-Class mail shall be deemed to be delivered three calendar days after being deposited in the U.S. mail in a sealed envelope addressed to the member as it appears on the records of the corporation, with postage thereon prepaid at ﬁrst-class rates, and if sent via email, shall be deemed to be delivered when sent to the email address appearing on the records of the corporation.

Section 2. 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.

Section 3. Gender Neutral. Any reference in these Bylaws to the male gender shall include the female gender and vice versa, with no implication of preference for one over the other.

Article 17. 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: March 19, 2018

Health & Fitness Association Bylaws