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BYLAWS
OF THE
VALLEY AREA SWIM TEAM, INC.
REVISED June 2007
ARTICLE I
NAME
The name of this organization shall be the Valley
Area Swim Team, Inc.
It shall also be a not-for-profit entity. The organization may also
be known idiomatically as VAST or VAST Rapids.
ARTICLE II
PURPOSE
The purpose of this organization shall be to
initiate, foster, support, and assist a program of competitive
swimming in the Shenandoah Valley of Virginia. In pursuit of this purpose, the
organization shall,
-cooperate with city, county, state, civic,
voluntary, and recreational agencies and bodies to facilitate the development of a
successful swim team and support structure;
-provide voluntary support for the competitive
swimming program, including executive and administrative officers,
meet officials, and other appointees for relevant
tasks;
-engage in fund raising activities for the purpose
of providing the swim team with necessary materials, instruction
and transportation;
-employ a coaching staff and allocate funds for
payment of expenses necessary to maintain a swim team;
-promote the highest caliber program possible
through the established sanctioning bodies for competitive swimming, namely
USA Swimming, and Virginia Swimming.
ARTICLE III
MEMBERSHIP
A member shall be defined as the parent(s) or
guardian(s) of any swimmer registered in a program of competitive
swimming sponsored by VAST. Membership shall continue for so
long as all dues, fees, and escrows are current. Membership in the organization is
open to all individuals supporting its purposes.
ARTICLE IV
BOARD OF DIRECTORS
The Board of Directors shall be composed of the
eight officers of the organization and the head swim coach. Each
Director and the head coach shall be eligible to cast one vote in
elections or ballots concerning the Board. The term of each member
of the Board of Directors shall be the same as their respective
elected or appointed office. The term will begin on Sept. 1 of the
first year and finish on Aug. 31 of the final year of the term for
all Board positions except President and President-elect. The term
for the President and President-elect will begin April 1 of the
first year and finish March 31 of the final year of the term. It is
recommended that a one month transition occur between the "new"
board and "old" board officers. The outgoing President will attend
Board meetings for one year following the final year of the
term.
Duties of the Board of Directors
-employ or otherwise make available a qualified head
swim coach and assistant coaches,
-set rules and regulations by which the team and
organization operate,
-obtain a suitable place to swim and to store
organization equipment,
-set all relevant fees,
-appoint representatives to other bodies, agencies
and organizations,
-perform any other duties of the Board of Directors
of an organization as allowed by Virginia Law.
ARTICLE V
OFFICERS
The organization shall have eight officers, four
elected by the members, and four appointed officers that serve on
the Board of Directors of VAST. Only members in good standing
shall be eligible for elected office, subject to the limitations of
Article V, and to the requirement that the swimmers in the families
of the elected officers must be enrolled in the winter or
year-round program of the organization.
The elected officers shall be: President,
President-elect, Secretary, and Finance.
The appointed officers shall be: Fund-raising Chair,
USA swimming Coordinator, Script Fund-raiser, and Member at
Large.
No officer will receive salary or other compensation
for services to the organization.
Nominations and
Elections
The annual election of officers will be held at the
Spring banquet and general meeting of the VAST. Not later than one month prior to
the election, the Board of Directors will name a Nominating
Committee to identify potential candidates for each of the elected
positions to be filled. During the annual Spring banquet and
general meeting, a slate of candidates will be nominated by the
chairperson of the Nominating Committee. Additional nominations,
with prior consent of the nominee, may be made from the floor at
this time.
Voting will be by a show of hands, if any of the
offices is contested, otherwise by acclamation.
The election of a Secretary and a Finance Liason, respectively,
shall be held on alternating years so as to effect a
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staggering
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in the occurrence in said offices. There shall be an election of a
President-elect at each annual meeting.
Terms of Office
The four elected officers chosen at the annual
general meeting will serve as follows:
The President will serve for one full year term
only, at the end of which the President-elect will automatically
assume the office of President. In the event of resignation of a
President before the end of the term, the President-elect will
assume the office of President for the remainder of that term, and
will continue as President for the full term immediately
following. A vacancy
in the office of President-elect will be filled as soon as possible
by an election at a specifically called meeting of the
membership.
In the event of resignation of incapacity of both
President and President-elect, the Board will appoint an Interim
President to serve until a successor is elected.
The Secretary and Finance Liason will serve for an
initial two year term and be eligible for reelection for one
further two year term only. In the event of the resignation
of the Secretary or Treasurer, the President may appoint a member
of the organization, with the approval of the Board of Directors,
to serve out that term.
At the end of eligibility for any elected office
currently held, such officer will be eligible for other elected or
appointed office without restriction.
The appointed officers will be named within 30 days
following the election of officers and will serve at the pleasure
of a majority of the elected officers. If no suitable candidate for an
office can be found, the office may temporarily be left vacant
until later in the term; in that case, the duties of that office
will be performed by other members of the organization as appointed
by the President and the Board. Such appointees may or may not be
Board members.
Duties of Officers
President
-preside at all meetings and serve as chairperson of
the Board of Directors,
-with advice of the Board, call special meetings of
the organization,
-represent the organization or appoint
representatives to relevant agencies,
-initiate procedures to fill vacancies on the
Board,
-appoint special committees and chairpersons as
deemed necessary to carry out specific
functions.
-support the swim coach and the VAST program in order to grow and
maintain a foundation for
future years.
President-elect
-act as President in the absence of the
President,
-assist the President in his/her
duties,
-be prepared to act as representatives to other
bodies at the appointment of the Board of
Directors.
Finance Liason
-act as a financial liason for the
organization,
-write checks or direct appropriate accounting
agency to write checks as needed by the organization,
-collect all team fees for dues, meet entries,
equipment, etc.,
-turn over dues and bills to the appropriate
accounting agency,
-ensure that club taxes are filed annually and
coaches tax documents prepared and distributed.
-with head coach ensure swimmers are properly
registered with VA swimming for each season and assist with team
registration at the beginning of each season.
Secretary
-record the minutes of all business meetings of the
organization and of the Board of
Directors,
-prepare and maintain all relevant correspondence of
the organization,
-assist with team registrations at the beginning of
each season.
Head Coach
-member of the Board of Directors of VAST with one
vote,
-responsible for coaching decisions for
VAST,
-supervises and provides direction for the assistant
coaches,
-responsible for developing practice pools lane space and fostering
positive relations,
-maintains attendance at practices.
Appointed Officers
-carry out duties for such offices as may be
provided for in such Resolutions as may be
adopted by the Board of Directors.
ARTICLE VI
NON-BOARD POSITIONS
There shall be positions in the organization filled
by appointment of the Board of Directors, which shall not have
membership in the Board, but shall report directly to the
Board. The duties of
these positions shall be recorded as Resolutions of the
Corporation. If
necessary, such functions may be performed by existing members of
the Board of Directors.
Positions may be added and deleted from time to time
as the Board of Directors identifies the need to perform specific
duties. Such additions
will be recorded as Resolutions of the Board.
ARTICLE VII
MEETINGS
There are at least two Annual General Meetings
(Spring Banquet and Fall Picnic) of the membership, during each
calendar year, which may be used to conduct business or change
by-laws for VAST. Swim
families are encouraged to attend and are notified in advance of
the dates for the meetings.
Special Meetings
Special Meetings of the membership may be called by
the President or by a majority vote of the Board of Directors or
upon receipt by the Secretary of a petition signed by twenty-five
members of the organization who are in good standing. Written notice of such a meeting
shall be mailed to all members by the Secretary at least twenty
five days prior to the date of the meeting, and the notice shall
state the purpose of the meeting, and that no other business shall
be transacted.
Board of Directors
Meetings
The Board of Directors shall hold regular monthly
meetings to conduct the business of the organization. These
meetings are open to attendance by regular members of the
organization unless circumstances require a portion of the meeting
to be closed to discuss a specific need before the Board. Prior
written notice of these need not be given to either members of the
Board or members of the organization.
Quorum
A quorum of the Board of Directors shall be defined
as three members of the Board, two of whom shall be elected
officers. A quorum of
the membership shall be defined as those members present and voting
at any meeting of the organization, with a minimum requirement of
30% of the membership.
Eligibility to Vote
Each member is eligible to cast one vote in any
business meeting and election, except that no member may vote or be
eligible to hold office in the organization whose accrued swimmer
registration dues and fees have not be paid.
ARTICLE VIII
AMENDING PROCEDURE
Amendments of the Articles of Incorporation or to
these Bylaws may be proposed either by a resolution of the Board of
Directors or by a petition signed by at least twenty-five members
and shall be submitted to the membership at a regular or special
meeting. A copy of the
resolution or petition must accompany the notice of the
meeting. The proposed
amendments shall be adopted upon receiving more than two-thirds of
all votes as determined by the members present to vote. Proxy votes shall be
permitted.
ARTICLE IX
PARLIAMENTARY AUTHORITY
The parliamentary authority of the organization shall be
Robert
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s Rules of Order Revised, except that any provisions of the Bylaws
shall take precedence.
ARTICLE X
LIABILITY OF DIRECTORS AND OFFICERS
The liability of the corporation
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s officers and directors shall be governed by the applicable
provisions of the Virginia Nonstock Corporation
Act.
The corporation shall indemnify an individual made a
party to a proceeding because he or she is or was an officer or
director of the corporation against liability incurred in any
proceeding in accordance with the provisions of Article 9 of the
Virginia Nonstock Corporation Act.
ARTICLE XI
DISSOLUTION
The organization may be dissolved by a
recommendation of a three-fourths majority of the Board of
Directors approved by a three-fourths majority of members in good
standing present and voting at a general meeting. Upon such
dissolution, whether voluntary or involuntary or by operation of
law, the Finance member shall instruct payment of all outstanding debts, and
collect all outstanding receivables. Unused portions of applicable
fees will then be refunded to members who have paid such fees.
After settlement of all accounts, remaining property and assets of
the organization will then be donated to another not-for-profit
organization dedicated to the promotion of the sport of competitive
swimming, or to a charitable organization of the kind described in
Section 501 of the Internal Revenue Code of 1954. Selection shall be made by the
Board of Directors.
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