Constitution of WACTA

*** Constitution of WACTA ***

Article I - Name

The organization shall be known as the Washington Area Chinese
Tennis Association (hereinafter, WACTA).

Article II - Goal

WACTA is a non-profit and nationwide membership organization
devoted to:

1. The development of tennis as a means of healthful recreation and physical fitness;
2. The maintenance of high standards of amateurism, fair play and sportsmanship;
3. The promotion of socialization among Chinese and Chinese descendents in the Washington metropolitan area through tennis parties, tournaments and other social activities;
4. The establishment of a tennis training site for our Chinese youth in the Washington metropolitan area.
5. The promotion of grassroot training program.

Article III - Board of Directors

A. Composition

The Board of Directors shall consist of seven Directors,
including the President and the Executive Secretary. Each Director of the Board shall be
elected except for the Executive Secretary, who is appointed by the President. The
Executive Secretary may appoint with approval of the Board as many Committee Chairpersons
as necessary to assist in carrying out WACTA business. Chairpersons must attend Board
meetings. Excused absences shall be allowed under certain circumstances.

B. Functions

The Board of Directors shall determine administrative polices and
manage the property and activities of WACTA. Such functions shall include but are not
limited to:

1. Approve the appointment of the each Committee Chairperson
   suggested by the Executive Secretary
2. Adopt and administer the budget. Review and approve audits
3. Review and approve Committee plans
4. Review and approve programs of work for the organization
5. Approve release of membership list to other organizations
6. Determine number of programs and activities to be scheduled and
   review program plans
7. Work as a liaison with other organization
8. Perform other duties as required
9. Conduct annual meetings for WACTA members

C. Meetings

The Board shall:

1. Hold as many meetings as necessary
2. Call general meetings of the members as necessary

D. Annual Election

1. An official ballot containing the names of all candidates shall be
   prepared by the Board of Directors prior to the annual election.
2. Each member can nominate one candidate for President and three
   candidates for the Board of Directors. Nominations must be in writing.
3. Members may not nominate candidates during the annual meetings.
   Members may, however, write in candidates on the ballot.
4. To be eligible for voting, all members must be present at the
   annual meetings and must pay upcoming membership dues prior to election.
5. The ballot shall be distributed to the voting members during the
   annual meeting.
6. All ballots shall be tallied by two members of the Board of
   Directors and the result shall be announced during the annual meeting.

E. Elected Board of Directors

All elected Directors shall assume their duties following the
annual meeting in which they were elected and shall hold office until the election of
their successors, in the next annual meeting.

F. Term of office

1. Board of Directors

   shall serve a
   one year term and may serve another consecutive year if reelected.

2. President

   shall serve a one year
   term and may serve up to two consecutive terms, if reelected. To propose termination of a
   president's tenure, a petition must be signed by more than one fifth of total members.
   Furthermore, a general meeting attended by more than one half total membership shall be
   called to order by the Board of Directors. More than two thirds of attending members must
   vote for the termination of the tenure in order for such termination to take place.

Article IV - Committees

The Executive Secretary with approval of the Board
of Directors, may organize as many Committee as necessary in order to properly administer
all business. The Committees can be Treasurer, Public Relations and Newsletter,
Tournament, General Manager and Publication. Each Committee shall have a Chairperson and
as many associates as needed to perform the assigned duties.

Article V - Membership

A. Qualifications

Membership shall be open to all Chinese and Chinese descendents who are tennis enthusiasts and reside in the Washington DC metropolitan area.

B. Dues

All members shall pay annual dues. The amount of dues shall be
set by the Board of Directors annually. Dues shall be paid by the first of April annually.

C. Rights

Members shall be entitled to cast one vote in the
annual election meeting and shall be able to hold elected or appointed office in WACTA.
All members shall be entitled to receive the WACTA newsletters and member Directory.

Article VI - Fiscal Policy

The fiscal year shall be set by the Board of
Directors. The current fiscal year is from the first of April to the thirty-first of March
of the following year.

Article VII - Address of Correspondence

The President shall decide the address of
correspondence.

Article VIII - Conflicts of Interest

A. Disclosure of Financial Interests

To identify possible conflicts of interest, all Directors, officers, and members of any committee exercising Board-delegated powers must disclose to the Board, or to the members of such committee, the existence of any financial interest in any entity with which s/he knows or has reason to know the Corporation or any legally related organization has or is negotiating a transaction or arrangement, and all material facts related to that interest. Financial interests includes any direct or indirect relationship, through business, investment, or family, such as actual or potential ownership or investment interests or compensation arrangements. Directors shall also disclose any fiduciary duty to a person or entity other than the Corporation that might jeopardize the Director’s ability to exercise independent judgment and act in the best interests of the Corporation. The fact that a Director, officer, or committee member is also a Director or officer of member of a not-for-profit organization that obtains or seeks funds from institutions or individuals from which the Corporation also obtains or seeks funds shall not by itself be deemed to be a conflict of interest.

B. Determination of Conflicts of Interest

After the interested person has delivered all relevant information and has retired from the room, the Board of committee must determine whether or not the financial interest creates a conflict of interest which merits recusal of the interested Director from consideration of the matter.

C. Resolution of Conflicts of Interest

If the Board determines that a conflict of interest does exist, it must ensure that the interested Director(s) do not participate in final decision making with regard to the transaction. The Board may approve the transaction or arrangement, or some alternative if it determines it: (i) is in the organization’s best interests and for its own benefit; (ii) is fair and reasonable to the organization; and (iii) is the most advantageous
transaction or arrangement the organization can obtain with reasonable efforts under the circumstances.

D. Violation of Conflicts of Interest Policy

If an officer, Director, or member of a committee with Board-delegated powers violates this conflict of interest policy, the Board, in order to protect the Corporation’s best interests, may take appropriate disciplinary action against the interested person. Such action may include formal reprimand, cancellation of the transaction or arrangement generating the conflict, suspension of employment, and/or removal from the Board.

E. Distribution of Conflicts of Interest Policy

All officers, Directors, and members of committees with Board-delegated powers shall receive a copy of the Conflict of Interest Policy, as it appears in these By-laws. All officers, Directors, and members of committees with Board-delegated powers shall sign an annual statement declaring that the person: received a copy of the policy; has read and understand the policy; and agrees to comply with the policy.

Article IX - News Release

WACTA shall periodically publish newsletters and
distribute them to all members, and provide news releases to the Washington Metropolitan
Area media.

Article X - Amendment

The Board of Directors may amend this Constitution as deemed
necessary. However, at least five members of the Board of Directors have to vote for it in
order for the amendment to be effective.