BY-LAWS OF THE DOLPHIN SWIM CLUB, INC
A
ARTICLE I
NAME
The name of the
Corporation is the Dolphin Swim Club,
Inc.
ARTICLE II
PURPOSES
The purposes for
which the Corporation is formed are those set forth in its Articles of
Incorporation, as they may be amended from time-to-time. Those purposes include the establishment and
supervision of swimming education, training, and competition in
ARTICLE III
MEMBERSHIP
Section 1 – Members: The members of the Corporation shall consist of the following individuals:
(a) Swimming Membership: An individual may request and be accepted as a Swimming Member by paying the dues established by the board, by participation in all required fund raising activities, by being a current member of United States Swimming and by abiding by the General Club Rules and Regulations set by the Board of Directors. Payment of dues during any part of any calendar year will result in that individual being classified as a Swimming Member for the entire calendar year. To participate in the Dolphin Swim Team Program, the applicant must be able to swim at least 25 yards of freestyle.
(b) Voting Membership: Swimming Members age 19 and older and the parent(s) or guardian(s) of Swimming Members under age 19 shall be Voting Members of the Corporation. Each Voting Member shall have one vote on matters voted upon by the Corporation. The rights of a Voting Member shall be suspended during any period when the dues or the fund raising obligations of their Swimming Member are more than 60 days in arrears. Voting Membership shall automatically terminate without additional action by, or notice to, any person if the member or member’s child is expelled from the Corporation’s program by disciplinary action in accordance with the policies and procedures of the Corporation. Only individuals holding Voting Membership privileges may serve on the Board of Directors of the Corporation.
(c) Non-Voting Membership: Any individual who provides volunteer services at the request of the Corporation shall be a Non-Voting Member. The Non-Voting Member shall have no voting rights in the Club and may not serve as a member of the Board of Directors.
All members shall comply with the obligations and responsibilities established by the Board of Directors and shall participate in activities and serve on committees of the Corporation that are necessary for the Corporation to achieve its Purposes.
Membership shall be open to all persons regardless of physical abilities, sex, race, creed, color, national origin or religious affiliation.
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ARTICLE IV
Meetings of Members
Section 1 - Annual Meeting: The annual meeting of the members shall be held at a place in
Mesa County, Colorado designated by the Board of Directors in the Notice of
Annual Meeting. The annual meeting of
the members shall be held in the month of August each year for the purpose of
the election of the Board of Directors for the ensuing year, and for such other
business as may lawfully come before the meeting. Notice of the time and place of the annual
meeting shall be published at least once, not less than fifteen (15) days or more
than thirty (30) days prior to the date set for the annual meeting. All nominees and agenda items for the
Dolphins Swim Club Annual Meeting must be submitted in writing thirty (30) days
in advance of the annual meeting to the Board of Directors.
Section 2 – Special Meetings: A special meeting of the
membership may be called by the President of the Corporation, by a written
request of a majority of the Board of Directors, or by a written request of a
least one-tenth (1/10th) of the Voting Members of the
Corporation. Special meetings shall be
held in
Section 3 – Quorum: Fifteen (15) Voting Members and at least five Members of the Board of Directors, of the Corporation shall constitute a quorum for the transaction of business at any annual or special meeting of the Corporation. Voting Members who are in good standing, no less than 15 days before the date of the meeting will be allowed to vote. Upon failure to reach a quorum, an adjournment may be taken for a period not to exceed 30 days after the time scheduled for the original meeting. No action taken by the membership of the meeting will be undertaken or considered if a quorum has not been established.
Section 4 – Proxies: No proxies shall be permitted.
Section 5 – Order of Business: The order of business at the annual meeting of the members and, as far as is practical at all other meetings of the membership shall be as follows:
(a) Establishment of a quorum;
(b)
Proof of notice of meeting;
(c)
Reading of Minutes of last meeting;
(d)
Reports of officers and committees;
(e)
Election of directors;
(f)
Unfinished Business;
(g)
New Business.
ARTICLE V
BOARD OF DIRECTORS
Section 1 – Term: The affairs of the Corporation shall be governed by the Board of Directors. Each director shall serve for a period of three (3) years after the date of election and until election and qualification of a successor, unless sooner removed from office. The terms shall be staggered so that approximately one-third of the positions on the Board will be open each year. Two parents or guardians of a Swimming Member may jointly serve on the Board and in such event shall be counted as one Board Member. Each Board Member shall have one vote on all matters to be voted upon by the Board, except that two parents or guardians of a Swimming Member shall have only one vote between them.
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Section 2 – Qualification of Directors: All directors will be selected from the
Voting Members of the Corporation, who have been a Voting Member of the
Corporation for the preceding one (1) year.
Section 3 – Number of Directors: The number of directors shall be nine (9).
Section 4 – Election of Board Members: Board members shall be elected at the Annual Meeting of the Corporation by the Voting Members of the Corporation. Cumulative voting shall not be permitted and the nominees receiving the highest number of votes for the positions to be filled shall be elected to the Board. Directors shall take office immediately upon election. Prior to the election, the President shall appoint a nominating committee composed of at least three (3) Voting Members and the Head Coach to nominate candidates to serve on the Board. At the Annual Meeting, additional nominations from the floor will be permitted.
Section 5 – Vacancies: Any vacancy occurring in the Board of Directors may be filled by the majority vote of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor on the board.
Section 6 – Removal: Any Director may be removed from the Board, with or without cause, by a majority vote of the eligible Voting Members of the Corporation. At a meeting of the Board of Directors called expressively for that purpose, any of the Director’s or any lesser member may be removed, with or without cause, by a vote of two thirds (2/3) majority vote of the Board members present and then entitled to vote at the meeting. Any Director who ceases to be a Voting Member and does not take proper action to be reinstated as a Voting Member within 45 days may be removed from the Board by a two thirds (2/3) majority vote of the remaining Board Members. Any Board Member who misses two consecutive regular Board Meetings will be removed from the Board, unless by a majority vote of the remaining Directors it is deemed such absences are for cause. Any Board Member whose child or ward becomes a member of another competitive swim club shall resign.
Section 7 – Meetings of Directors: Regular meetings of the Board of Directors shall be held on the 2nd Monday of each month at the hour of 6:30 p.m. A regular meeting date may be changed by a majority vote of the Board of Directors.
Section 8 – Special Meetings: Special meetings of the Board of Directors shall be held whenever called by the President of the Corporation or by any four directors.
Section 9 – Place of Meetings: Unless notice shall be given as provided below, all general meetings of the Board of Directors, shall be held at a place to be set by the Board and published on the Website.
Section 10 – Notice of Meetings: Regular meetings of the Board of Directors, as provided in Sections 6 and 8 above, shall require no further notice than that provided by these By-laws. Special meetings or regular meetings at a time or place other than as provided in Section 8 above shall be held only after not less than one (1) days notice to each director. Notice may be by mail, by phone, by fax, by e-mail or by any other means that gives reasonable notification to the member.
Section 11 – Quorum: A majority of the directors shall constitute a quorum for the transaction of business. In order to constitute a quorum, a member may be present by phone, if such presence is approved by unanimous vote of the Board members actually present. If such a quorum shall not be present at any meeting, the Board Members present shall have the power to adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a proper quorum is present. The act of the majority of the directors present,
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in person or by telephone, at any meeting at which a quorum is present shall be the act of the Board of Directors.
Section 12 – Action Taken Without a Meeting: The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the necessary approval of all the Board of Directors by telephone, by fax, by e-mail or otherwise. Any action so approved shall have the same effect as though taken at a meeting of the directors.
Section 13 – Order of Business: The order of business at all regular meetings of the Board of Directors, and to the extent practical at any special meetings, shall be as follows:
(a) Establishment of quorum;
(b) Introduction of any guests present;
(c) Approval of prior minutes;
(d) Report of Directors;
(e) Committee reports;
(f) Unfinished business; and
(g) New business.
ARTICLE VI
Duties and Powers of the Board of
Directors
Section 1 – Duties: The Board of Directors shall:
(a) cause to be kept a complete record of all its acts and affairs and to present a statement thereof to the members at the annual meeting of the members or at any meeting when such statement is requested in writing by ten percent (10%) of the Voting Members in good standing;
(b) supervise all officers, agents and employees of the Corporation and to see that their duties are properly performed;
(c) set policies, establish rules of the Corporation and supervise the functioning on the Corporation;
(d) hire, enter into a written contract with and oversee the Head Coach and approve the hiring of such assistant coaches as deemed necessary for the proper functioning of the Corporation;
(e) establish a budget for the operation of the Corporation and shall be in charge of running of swim meets sponsored by the Corporation.
Section 2 – Powers: The Board of Directors shall have power to:
(a) exercise for the Corporation all powers, duties and authority vested in or
delegated to the Corporation and specifically reserved to the membership by other provisions of the By-Laws, or the Articles of Incorporation;
(b) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from two (2) consecutive regular meetings of the Board of Directors;
(c)
employ a Head Coach and such other employees or
independent contractors as they deem necessary and to prescribe their duties.
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ARTICLE VII
OFFICERS
Section 1 – General: The officers of the Corporation shall consist of the following:
(a) President
(b) Vice-President
(c) Secretary
(d) Treasurer
Section 2 – Qualification of Officers: All officers will be selected from the members of the Board of Directors, who have been a member of the board for at least one (1) year. Each director shall hold no more than one office at the same time. In any case where the duties of any officer, agent, or employee of the corporation are not prescribed by the by-laws or the Board of Directors, that individual shall follow the orders and instructions of the President.
Section 3 – Term of Office and Election: The officers of the Corporation shall hold office for a term of one (1) year, except for Treasurer who shall hold office for a term of two (2) years, and until election of a successor, unless he or she shall sooner resign, or shall be removed, or otherwise be disqualified to serve. All officers shall be elected by the Board of Directors at the first regular board meeting following the annual meeting.
Section 4 – Removal and Resignation: Any officer may be removed, with or without cause, by a majority vote of the eligible Voting Members of the Corporation. Any officer may be removed, with or without cause, by a vote of two thirds (2/3) majority vote of the Board members present and then entitled to vote at the meeting. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5 – Vacancies: The Board of Directors may fill a vacancy in any office, however occurring, for the unexpired portion of the term of the office vacated.
Section 6 – Duties of the Officers: The duties of the officers are as follows:
President
The president shall preside at all meetings of the Board of Directors and the Corporation;
shall see that orders and resolutions of the Board are carried out;
shall sign all leases, mortgages, deeds and other written instruments;
shall co-sign all checks in excess of $6,000 in amount;
shall co-sign with the Secretary all promissory notes;
shall be in charge of the day-to-day affairs of the Corporation.
Vice-President
The vice-president shall act in the place and stead of the president in the event of the president’s absence, inability or refusal to act;
shall exercise and discharge such other duties as may be required of him or her by the board.
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Secretary
The secretary shall act in the place and stead of the president and vice-president in the event of their absence, inability or refusal to act;
shall record the votes and keep the minutes of all meetings and proceedings of the board and the Corporation;
shall keep the corporate seal of the corporation and affix it on all papers requiring said seal;
shall serve notice of meetings of the board and corporation;
shall co-sign all promissory notes;
shall keep appropriate current records showing the members of the corporation together with their addresses;
shall exercise and discharge such other duties as may be
required of him or her by the board.
Treasurer
The treasurer shall receive and deposit in appropriate bank accounts all monies of the corporation and shall disburse such funds as directed by resolution of the board of directors;
shall sign all checks of the corporation that are approved by the board, except that checks in an amount greater than $6,000 shall be co-signed by the president:
shall keep proper books of account;
shall file any required reports to the IRS;
shall prepare an annual budget;
shall prepare a statement of income and expenditures to be
presented to the board at its regular meetings.
ARTICLE VIII
COMMITTEES
Section 1 – Standing Committees: Committees will be appointed by the President with the approval of the Board of Directors as needed. The following Standing Committees shall be comprised of members and at least on member of the Board, unless noted otherwise:
(a) Membership: The Membership Committee shall be responsible for the organizational work of the Corporation and the acquisition of new members, including planning and directing membership drives, new parent/swimmer orientation, general club rules and regulations content and delivery, assist the Publicity Committee in media campaign’s for new members, organize trash pick-up and Holiday donations.
(b) Coaches Liaison: The Coaches Liaison Committee shall be chaired by only a Board Member. The Coaches Liaison Committee shall not have the authority to take any final action, but shall make recommendations to the Board. The Coaches Liaison Committee shall be responsible for conducting searches for a Head Coach and for assistant coaches, for maintaining contact with the Head Coach, for negotiating the contract with the Head Coach, which contract shall not be for more than two years in duration. The Coaches Liaison Committee shall serve as a liaison between the Board and the coaches, it will mediate swimmer, parent, board and coach issues, it will organize team schedules and follow established procedures for grievances, and it will oversee the swimmer representatives.
(c) Finance: The Finance Committee shall be comprised of Board Members only. The Finance Committee shall prepare the annual budget for submission to the Board for adoption no later than the November board meeting of each year, recommend dues structures and registration fees to the Board, negotiate pool fees and schedules, and attend to any other matters as are related to financial issues.
(d) Fund Raising: The Fund Raising Committee shall oversee and present fund raising proposals to the Board. The Fund Raising Committee will direct and organize all fund raising activities.
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(e) Publicity: The Publicity Committee shall establish a public relations program to promote our activities to the community, including the City, County, Schools, College and all media outlets. The Publicity Committee shall assist the Membership Committee in the media campaign for new members and in conjunction with the Membership Committee and Head Coach, create criteria and identify recipients for Dolphin team awards. The Publicity Committee shall set up orders for members to purchase team products and negotiate team gifts.
(f) Swim
Meet: The Swim Meet Committee shall
organize and coordinate Dolphin sponsored swim meets, coordinate travel to away
swim meets and activities, schedule team activities for away meets, and
schedule team activities through out the year.
Section 2 – Reporting: All committees will report to the Board of Directors at each of their meeting through their Board Representative.
Section – Committee Membership: Committee membership is not specifically limited to members of the Board, committee members also may be selected from the members of the Corporation.
ARTICLE IX
BOOKS & RECORDS
Section 1 - The books, records, and papers of the Corporation shall be subject to inspection by any member upon request and at reasonable times. The Articles of Incorporation and the By-Laws of the Corporation shall be available for inspection by any member where copies may be purchased at reasonable cost.
ARTICLE X
PARLIAMENTARY AUTHORITY
Section 1 – The current edition of Robert’s Rules
of Order, Newly Revised shall govern all proceedings not provided for in
these by-laws and any special or standing rules that the Dolphin Swim Club may
adopt.
ARTICLE XI
METHOD OF AMENDMENT
Section 1 - The By-laws may be amended, at a regular or special meeting of the Board of Directors by a vote of a two-thirds (2/3) majority of the total members of the Board.
Section 2 – Conflict: In case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control.
These are the current By-Laws of the Corporation as amended at the special
Board meeting, November 2005, and replace all previous By-Laws in their
entirety.
_____________________________
Teresa Fischer
Secretary