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BY-LAWS
OF
FOUR CORNERS AQUATIC TEAMS of FARMINGTON, INC.
ARTICLE 1
NAME
SECTION 1
The name of the organization shall be Four Corners Aquatic Teams
of Farmington, Inc. [hereinafter “FCAT” or
“Team”].
SECTION 2
The principal office of the corporation shall be located in
Farmington, New Mexico. The Board of Directors may change the
principal place of business at any time. The corporation may
also have offices at other places within San Juan County as the
Board of Directors may from time to time approve.
SECTION 3
The fiscal year of the Team shall be from September 1 through
August 31.
ARTICLE II
MEMBERSHIP
SECTION 1
All swimmers, as well as parents or guardians of swimmers, who
have paid FCAT’s assessed dues and fees shall be members of
FCAT. Membership shall be open to any resident of San Juan
County, New Mexico see Section 7.5 in this Article for
exceptions. Membership shall bind each family to abide by the
by-laws, rules and policies of the team.
SECTION 2
All members are expected to:
1. Participate in
activities of the Team through office, committee appointment, meet
activities and other Team related programs;
1. Participate in team
meetings with each family having one vote on matters submitted to
membership;
1. Have current USAS card
for all swimmers;
1. Participate 100% in Team
fundraising.
SECTION 3
Membership shall be contingent upon payment of such periodic
registration fees, monthly dues/fees, and/or membership dues as the
Board of Directors may from time to time determine. The amount
of dues/fees is to be determined by the Board of Directors
semi-annually on such date as is determined by the Board of
Directors. Any member who fails to pay dues/fees for three (3)
consecutive months may be suspended or dismissed from the
Team.
SECTION 4
DISCIPLINE POLICY
The Board of Directors of FCAT shall be responsible for carrying
out the discipline policy and procedure.
SECTION 5
INITIATION OF DISCIPLINE POLICY
The discipline policy and procedure is initiated by filing with
the Board, the Team Representative, or any officer, a written
notice setting forth the alleged misconduct. The written
notice shall state the member’s name, the alleged date of the
incident, the nature of the alleged misconduct, and the names of
any other persons involved.
SECTION 6
DISCIPLINE PROCEDURE
Upon receipt of a written notice of alleged misconduct, the
Board Member, Team Representative, or Officer shall immediately
notify the President. The President shall call for and
schedule a meeting, in accordance with the By-Laws of FCAT, at
which the notice and alleged misconduct shall be
addressed. If, due to the nature of the alleged misconduct,
time does not permit for the calling of a meeting of the Board,
then the President shall notify all Board Members by e-mail and/or
telephone, shall receive input from the Board Members by e-mail
and/or telephone, and shall call for a vote on action to be taken
by e-mail and/or telephone. The purpose of the Board Meeting
shall be to determine the facts regarding the alleged misconduct
and to discuss remedial and/or disciplinary measures to be
taken.
SECTION 7
DISCIPLINARY STEPS
Depending on the nature of the alleged misconduct, the Board may
take the following disciplinary steps to remedy and/or address
member misconduct:
1. For a first (1st) minor
offense, the Team Representative and one or more Officers shall
contact the Member, advise of the alleged misconduct, receive any
input from the Member, and advise the Member of the remedial
actions recommended by the Board. Written confirmation of the
contact with the Member, together with a copy of the notice of
misconduct, shall be placed in a disciplinary file maintained by
the Secretary.
1. For a second (2nd) or
subsequent offense of any nature, the President of the Board shall
send a written letter to the Member advising of the misconduct and
of the remedial action required by the Board. A copy of the
letter, together with a copy of the notice of misconduct, shall be
placed in a disciplinary file maintained by the Secretary.
1. For a third (3rd) or
subsequent offense of any nature, the President of the Board shall
notify the Member that a hearing will be held at which the Member
will be allowed to present a defense to the alleged
misconduct. At the conclusion of the hearing, the Board may
vote to suspend the Member’s membership in FCAT or expel the
Member from membership in FCAT. The suspension or expulsion of
one person in a Member’s family shall constitute the
suspension or expulsion of the entire family. The President
shall send written notice to the Member of the action taken by the
Board. A copy of the notice of action, together with a copy of
the notice of misconduct shall be placed in a disciplinary file
maintained by the Secretary.
1. Steps one and two above
may be bypassed in extreme circumstances, in particular,
circumstances involving threat or danger of physical harm to any
other person.
1. Any member who resigns
or is asked to resign from the FCAT and is a principal in the
development of a competitive swim program that competes with the
Team, will not be allowed future membership on the Four Corners
Aquatic Teams of Farmington, Inc.
• SECTION 8
•
VIOLATIONS
• Include but are not
limited to;
• Attempts to
discredit the Team, its’ employees, volunteers and/or
swimmers.
• Personal attacks,
including but not limited to slander, verbal and physical, toward
any member of the team including athletes, parents, officials
and/or coaches while representing the Team at practice, meetings,
club gatherings, and/or competitions.
• Violation of
personnel confidentiality or privacy rules, regulations and laws.
• Misuse or abuse of
club or city property.
• Theft, drug or
alcohol abuse.
• Tobacco use by minor
athletes.
• Violation of travel
rules as established by coaches, chaperones or the Board of
Directors.
• Sexual, physical or
verbal harassment.
ARTICLE III
PURPOSES AND POWERS
SECTION 1
The purpose of the Team shall include the following:
1. To provide an
opportunity for all children eligible for membership to engage in a
wholesome, lifesaving, lifetime sport and recreational activity;
1. To promote physical
fitness and good patterns of physical development and to encourage
proper conditioning and health habits;
1. To provide opportunities
for social, emotional and educational development and to encourage
peer and family participation;
1. To promote the
involvement in age-group programs and provide an opportunity for
members to compete in organized swimming competitions.
SECTION 2
The powers of the Team shall include the following:
1. The participation in and
conduction of such meets and competitions as the Board of Directors
and Coach(s) shall determine from time to time to be in the best
interests of the Team;
1. The publication and
distribution of programs, newsletters and other publications
designed to promote the activities and affairs of the Team;
1. The solicitation and
sale of advertising space in such publications and obtaining of
sponsorships for competitions and publications.
ARTICLE IV
RIGHTS AND LIABILITIES OF MEMBERS
SECTION 1
No director, officer, member, or authorized agent, or
representative of the club shall be liable or responsible for any
debts or liabilities of the club, or liable to the club except to
the extent of their unpaid portion of membership dues and entry
fees.
SECTION 2
Members shall have one (1) vote on all matters brought before a
vote of the membership; provided, however, if both parents or legal
guardian of a family are members, then such parents or guardians
shall only have one (1) vote between them.
ARTICLE V
MEETINGS OF MEMBERS
SECTION 1
The Team shall hold a meeting of the membership annually for the
purpose of reviewing the activities and financial affairs of the
Team, electing a Board of Directors, and conducting such other
business as may properly come before the meeting. The Team may
also hold other special meetings of the membership as may be
necessary from time to time to properly conduct the affairs of the
Team. All meetings of the members shall be held at a
convenient time and place designated by the Board of
Directors. Written notice of the meetings shall be given to
all members.
SECTION 2
There shall be no minimum number of members required to be
present in person to constitute a quorum at any Members
Meeting. Only Members present at the time of the meeting shall
have the right to vote, as there shall be no voting by proxy.
SECTION 3
The agenda at any Members Meeting shall be prepared by the
President in consultation with the Board. Any member wishing
to have an item placed on the agenda shall notify the President not
less than one (1) week prior to the meeting
date.
ARTICLE VI
BOARD OF DIRECTORS
SECTION 1
A Board of nine (9) Directors shall be elected by and from the
regular members of the Team. All elected members must be in
good standing. Good standing is defined as a member who is a
current member, has paid all monies due to the team, and has not
previously been removed from FCAT per Article 2, Section 7
Disciplinary Steps. The term of each Director shall be for one (1)
year. Any vacancy in the Board of Directors caused by death,
resignation or disqualification of a Director shall be filled by a
majority vote of the remaining Directors until the next annual
Members Meeting. Candidates for the Board who is not a member
of the Team, or who does not have a child swimming on the Team, for
a period of four (4) consecutive months, shall resign and a
replacement filled by the Board.
SECTION 2
The Directors shall have the power to adopt rules and
regulations and to alter and amend the same from time to time, for
the conduct of the business and activities of the Team. The
Board of Directors shall have the authority to generally conduct
all of the lawful affairs of the Team, including but not limited to
entering into any contracts, leases, or other agreements necessary
to carry out the purposes of the Team, hire and terminate employees
and discipline and/or expel members.
SECTION 3
The Board of Directors shall annually elect from the Directors a
President, President-Elect, Secretary and Treasurer. A
majority vote of the Board shall be necessary for the election of
officers. Officer’s Job Responsibilities will
be:
President – Responsible For:
A. Presiding at meetings
for the Board of Directors and members;
B. Developing the agenda
for meetings;
C. Giving leadership to the
Board and membership;
D. Calling meetings of the
Board of Directors and membership;
E. Being a member of the
Board during his or her tenure as President, as well as the
following year;
F. Ensuring that there is a
representative of the Team at all USAS and LSC meetings;
G. Appointing chairpersons
for special committees;
H. Locating/organizing pool
availability;
I. Maintaining staff;
J. Corporate add
sponsorship; and
K. Counseling to coaches,
Board members and membership.
The term of office of President shall be for a period of two (2)
years.
President-Elect – Responsible For:
A. Assuming the duties of
the President in the President’s absence;
B. Assuming duties and
responsibilities delegated by the President;
C. Compiling, updating and
distributing a Team Handbook; and
D. Team Fundraising.
The term of office of President-Elect shall be for a period of
one (1) year. The President-Elect in office at the end of the
President’s term shall automatically become the
President.
Secretary – Responsible For:
A. Recording and
maintaining the records of the Team;
B. Team correspondence,
including notice to membership of general and special meetings;
C. Keeping minutes of Board
and membership meetings;
D. Sending thank you notes;
E. Club mailings;
F. Sending gifts; and
G. Writing necessary
letters.
The term of office of Secretary shall be for a period of one (1)
year.
Treasurer – Responsible For:
A. Maintaining the
financial records and accounts of the Team with the approval of the
Board of Directors;
B. Chairing the finance
committee;
C. Paying all routine and
recurring expenses provided in the budget;
D. Filing taxes;
E. Seeking the approval of
the Board of Directors to pay variances to the budget;
F. Submitting an annual
financial report to the membership;
G. Sending monthly
statements and collecting fees and dues;
H. Maintaining a swimmer
count and maintaining, updating and publishing a swimmer and member
roster; and
I. Maintaining receipts.
The term of the office of Treasurer shall be for a period of two
(2) years.
SECTION 4
The Board of Directors shall also have the authority to
establish committees as may be necessary to further and promote the
interests and activities of the Team. Such committees may be
comprised of Directors and members. The committees may include
the following:
Social – Responsible For:
A. Fun functions;
B. Banquets (coordinates
with team representative and coach); and
C. Socials at meets; and
D. Arrange lodging for
out-of-town meets.
Swim Meets – Responsible For:
A. Assigning and assisting
swim meet directors; and
B. USA officials.
Communication – Responsible For:
A. Maintaining contact with
members;
B. Buddy system;
C. Newsletter;
D. Telephone tree; and
E. New member packet.
Publicity – Responsible For:
A. Meet articles;
B. Recruiting new members;
C. Advertising for swim
meets; and
D. Bulletin board.
Team Recognition – Responsible For:
A. Clothing, shirts,
sweats, parkas and caps;
B. Team paraphernalia;
C. Banners; and
D. Team pictures.
SECTION FIVE
The Board of Directors shall also annually appoint a Team
Registrar and Team Representative, both of whom shall be voting
members of the Board. Job responsibilities for these positions
will be:
Team Registrar – Responsible For:
A. Registering all
swimmers, coaches and non-athletes with USAS;
B. Assisting the Treasurer
in compiling and maintaining an accurate Team Roster; and
C. Register Team annually
with the LSC.
Team Representative – Responsible For:
A. Representing the Team at
all State meetings;
B. Acting as a contact
person between the City of Farmington and the Team;
C. Acting as a contact
person to address issues or concerns raised by members; and
D. All duties indicated and
assigned by New Mexico State Swimming and USAS.
SECTION 6
The presence of at least five (5) members of the Board of
Directors shall be necessary in order to constitute a quorum for
the purpose of conducting business at any meeting of the Board of
Directors. The decision of a majority of the Directors present
at any meeting shall be the decision of the Team.
SECTION 7
The Board of Directors shall meet not less frequently than
quarterly to address all matters and issues deemed necessary by the
President. Special meetings of the Board of Directors shall be
held on the call of the President or a majority of the
Directors. All members of the Board shall be advised, either
orally or in writing, as to the time and place of any such
meeting. Any member of the Board who misses three consecutive
meetings without excuse is subject to
replacement.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Team shall indemnify any person made a party to any action,
suit, or proceeding by reason of the fact that such person, or his
successor or assign, is or was a Director, officer, or employee of
the Team, against the reasonable expenses, including attorney fees,
actually and reasonably incurred by such person in connection with
the defense of such action, suit or proceeding. The Team may
also reimburse to any such Director, officer, or employee the
reasonable costs of settlement of any action, suit or proceeding if
it shall be found by a majority of the Members that it was in the
best interests of the Team that such settlement be
made. Such rights of indemnification
ARTICLE VIII
CONTRACTS, NOTES, CHECKS
SECTION 1
All contracts and agreements authorized by the Board of
Directors shall, unless otherwise directed by the Board of
Directors, be signed by the President or Vice President of the
Team. All checks and drafts issued by the Team shall be signed
by the Treasurer, President, or such other person as may be
from time to time so authorized by the Board of Directors.
ARTICLE IX
NON-PROFIT ORGANIZATION
SECTION 1
The Team shall, at all times, be operated on a non-profit basis
for the mutual benefit of its members. No dividends or other
interests in the assets of the Team shall be paid by the Team to
its members. No part of the earnings of the Team shall insure
to the benefit of, or be distributed to, its members, officers,
Directors, or any other private persons or corporations, except
that the Team shall be authorized and empowered to pay reasonable
compensation for services rendered and expenses incurred and to
make payments and distributions and in full furtherance of the
purposes set forth herein.
SECTION 2
No substantial part of the activities of this Team shall be the
carrying on of propaganda or otherwise attempting to influence
legislation, and the Team shall not participate in any political
campaign on behalf of any candidate for public
office. Notwithstanding any other provision of the Articles of
Incorporation or these By-Laws, the Team shall refrain from
engaging in any other activities not permitted of any tax-exempt
organization under Section 501 of the Internal Revenue
Code.
ARTICLE X
TERMINATION AND DISSOLUTION
SECTION 1
The Team may be terminated and dissolved upon the affirmative
vote of at least three-fourths (3/4) of all Members entitled to
vote. In the event of such termination and dissolution, the
Board of Directors shall, after paying or making provision for the
payment of all liabilities of the Team, make a determination for
the future disposition of any additional assets or net worth of the
Team in accordance with the provisions of Section 501 of the
Internal Revenue Code.
ARTICLE XI
LSC AFFILIATION
SECTION 1
The Team shall maintain an affiliation with the Local Swimming
Committee of New Mexico Swimming and United States of America
Swimming. The team may also be affiliated with additional, or in
conjunction with, other LSC’s as seen appropriate by the
board of directors for the benefit of the swimmers, team, or the
sport.
Conflict of Interest Policy
ARTICLE XII
PURPOSE
The purpose of the conflict of interest policy is to protect
this tax-exempt organization’s (Organization) interest when
it is contemplating entering into a transaction or arrangement that
might benefit the private interest of an officer or director of the
Organization or might result in a possible excess benefit
transaction. This policy is intended to supplement but not replace
any applicable state and federal laws governing conflict of
interest applicable to non profit and charitable
organizations.
ARTICLE XIII
DEFINITIONS
Interested Person
Any director, principal officer, or member of a committee with
governing board delegated powers, who has a direct or indirect
financial interest, as defined below, is an interested person.
Financial Interest
A person has a financial interest if the person has, directly or
indirectly, through business, investment or family:
a. An ownership or
investment interest in any entity with which the Organization has a
transaction or arrangement,
b. A compensation
arrangement with the Organization or with an entity or individual
with which the Organization has a transaction or arrangement or
c. A potential ownership or
investment interest in, or compensation arrangement with any entity
or individual with which the organization is negotiating a
transaction or arrangement.
Compensation includes direct and indirect remuneration as well
as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest.
Under Article XIV, Section 2, a person who has a financial interest
may have conflict of interest only if the appropriate governing
board or committee decides that a conflict of interest
exists.
ARTICLE XIV
PROCEDURES
1. Duty to Disclose
In connection with any actual or possible conflict of interest,
an interested person must disclose the existence of the financial
interest and be given the opportunity to disclose all material
facts to the directors and members of committees with governing
board delegated powers considering the proposed transaction or
arrangement.
2. Determining Whether a Conflict
of Interest Exists
After disclosure of the financial interest and all material
facts, and after any discussion with the interested person, he/she
shall leave the governing board or committee meeting while the
determination of a conflict of interest is discussed and voted
upon. The remaining board or committee members shall decide if a
conflict of interest exists.
3. Procedures for Addressing the
Conflict of Interest
a. An interested person may
make a presentation at the governing board or committee meeting,
but after the presentation, he/she will leave the meeting during
the discussion of, and the vote on, the transaction or arrangement
involving the possible conflict of interest.
b. The chairperson of the
governing board or committee shall, if appropriate, appoint a
disinterested person or committee to investigate alternative to the
proposed transaction or arrangement.
c. After exercising due
diligence, the governing board or committee shall determine whether
the Organization can obtain with reasonable efforts a more
advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict of interest.
d. If a more advantageous
transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the governing
board or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement is
in the Organization’s best interest, for its own benefit, and
whether it is fair and reasonable. In conformity with the above
determination it shall make its decision as to whether to enter
into the transaction or arrangement.
4. Violation of the Conflict of
Interest Policy
a. If the governing board
or committee has reasonable cause to believe a member has failed to
disclose actual or possible conflicts of interest, it shall inform
the member of the basis for such belief and afford the member an
opportunity to explain the alleged failure to disclose.
b. If, after hearing the
member’s response and after making further investigation as
warranted by the circumstances, the governing board or committee
determines the member has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary and
corrective action.
ARTICLE XV
RECORDS OF PROCEEDINGS
The minutes of the governing board and all committees with board
delegated powers shall contain:
a. The names of the person
who disclosed or otherwise were found to have a financial interest
in connection with an actual or possible conflict of interest, the
nature of the financial interest, any action taken to determine
whether a conflict of interest was present, and the governing
board’s or committee’s decision as to whether a
conflict in fact existed.
b. The names of the persons who
were present for discussions and votes relating to the transaction
or arrangement, the content of the discussion, including any
alternative to the proposed transaction or arrangement, and a
record of any votes taken in connection with the
proceedings.
ARTICLE XVI
COMPENSATION
a. A voting member of the
governing board who receives compensation, directly or indirectly,
from the Organization for services is precluded from voting on
matters pertaining to that member’s compensation.
b. A voting member of any
committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the
Organization for services is precluded from voting on matters
pertaining to that member’s compensation.
c. No voting member of the
governing board or any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from the Organization, either individually or
collectively, is prohibited from providing information to any
committee regarding compensation.
ARTICLE XVII
ANNUAL STATEMENTS
Each director, principal officer and member of a committee with
governing board delegated powers shall annually sign a statement
which affirms such person:
a. Has received a copy of
the conflicts of interest policy,
b. Has read and understands the
policy,
c. Has agreed to comply with
the policy, and
d. Understand the Organization is
charitable and in order to maintain its federal tax exemption it
must engage primarily in activities which accomplish one or more of
its’ tax-exempt purposes.
ARTICLE XVIII
PERIODIC REVIEWS
To ensure the Organization operates in a manner consistent with
charitable purposes and does not engage in activities that could
jeopardize its tax-exempt statues, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the
following subjects:
a. Whether compensation
arrangements and benefits are reasonable, based on competent survey
information and the result of arm’s length bargaining.
b. Whether partnerships, joint
ventures, and arrangements with management organizations conform to
the Organization’s written policies, are properly recorded,
reflect reasonable investment or payments for goods and services,
further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit
transaction
ARTICLE XIX
USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Article
VII, the Organization may, but need not, use outside advisors. If
outside experts are used, their use shall not relieve the governing
board of its responsibility for ensuring periodic reviews are
conducted.
ARTICLE XX
AMENDMENTS OF BY-LAWS
SECTION 1
These by-laws may be modified, changed, altered or amended by
majority vote of the Board of Directors. Any proposed
modification, change, alteration or amendment must be presented in
writing to the Secretary and President at least one (1) week prior
to a scheduled meeting of the Board of Directors. The proposed
modification, change, alteration or amendment will be presented to
the entire Board at the first scheduled meeting and action will be
taken at the next scheduled
meeting.
Adopted and approved effective July 13, 2009 by the Board of
Directors.
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