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CODE OF BY- LAWS OF NOBLESVILLE SWIM CLUB, INC
ARTICLE I
IDENTIFICATION
Section 1. The name of the organization shall be the
“Noblesville Swim Club, Inc.”, hereinafter referred to
as the “Club”.
Section 2. The mailing address of the Club shall be P.
O. Box 378, Noblesville, Indiana 46061.
Section 3.
The calendar year of the Club shall commence on the
1st day of September and end on the 31st day of August.
ARTICLE II
MEMBERSHIP
Section 1.
The membership of the Club shall be that of the
parents of the members of the swim club, more specifically defined
as those who are participating in the swim program.
Section 2.
The membership shall be open to any resident of the
State of Indiana.
Section 3.
The membership shall also be contingent upon payment
of such periodic registration fees, membership dues and fund
raising fees as the Board of Directors and Officers may designate
from time to time.
ARTICLE III
PURPOSES AND POWERS
Section 1.
The purposes of the Club shall include the
following:
A. To provide an opportunity for all eligible children for
membership to engage in a wholesome, lifesaving, lifetime sport and
recreational activity;
B. To promote physical fitness and good patterns of physical
development and to encourage proper conditioning;
C. To provide opportunities for social, emotional, and educational
development and to encourage peer and family participation;
and
D. To promote the involvement in age-group and senior programs, and
provide an opportunity for members to compete in organized swimming
competitions.
Section 2.
The powers of the Club shall include the following:
A. The participation in and conduction of such meets and
competitions as the Board of Directors shall determine from time to
time to be in the best interests of the Club;
B. The publication and distribution of programs, news letters, and
other publications designed to promote the activities and affairs
of the Club;
C. The solicitation and sale of advertising space in such
publications and obtaining of sponsorships for competitions and
publications;
D. The contribution of money or other things of value for
scholarships, programs or other causes in furtherance of the
affairs and interests of the Club;
E. The retaining of such persons, firms, or corporations as may be
necessary in order to provide special services to the Club;
F. The purchase, sale, and conveyance of real or personal property
and the entry into any contracts, leases, or other agreements
necessary to properly conduct and administer the affairs of the
Club;
G. The operation of food concessions and the sale of swimming
equipment and paraphernalia to its members and other persons;
and
H. The authorization to engage in such other lawful activities as
may be necessary to properly carry out the purposes of the Club and
conduct its affairs.
ARTICLE IV
RIGHTS AND LIABILITIES OF MEMBERS
Section 1.
No Director, officer, members or authorized agent or
representative, of the Club shall be liable or responsible for any
debts or liabilities of the Club.
Section 2.
Regular members shall have one (1) vote on all matters
brought before a vote of the membership; provided, however, if both
parents or legal guardians of a competitor member are regular
members, then such parents or guardians shall only have one (1)
vote between them. Competitor members shall have no voting
rights.
ARTICLE V
MEETINGS OF MEMBERS
Section 1.
The Club shall hold a meeting of the membership
annually during the fiscal year for the purpose of reviewing the
activities and financial affairs of the Club, electing a Board of
Directors, and conducting such other business as may properly come
before the meeting. The Club may also hold other special
meetings of the membership as may be necessary from time to time to
properly conduct the affairs of the Club. Such a special
meeting may be called by the President of the Board of Directors,
or by a majority vote of the Board of Directors, or upon the
written request of at least ten- percent (10%) of the regular
members.
Section 2.
All meetings of members shall be held at a convenient
hour and place designated by the Board of Directors. Written
notice of the meeting shall be given to all members not less than
one (1) week prior to the date of the said meeting.
Section 3.
At any meeting of the membership attendance in person
of at least fifteen percent (15%) of the regular members shall
constitute a quorum. Only regular members present at the
meeting shall have the right to vote, as there shall be no voting
by proxy. Unless otherwise established by the Articles of
Incorporation or these by-laws, the decision of a majority of the
members voting shall be the decision of the Club.
ARTICLE VI
BOARD OF DIRECTORS
Section 1.
The Board of Directors shall consist of ten (10)
voting members. Nine (9) of the Directors shall be elected by
and from the regular members of the Club at the summer meeting of
the members. The term of each Director shall be three (3)
years, with three (3) Directors being elected each 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 for the remaining term of such
vacancy. The Head Coach shall serve as a non-elected voting
member on the Board of Directors. The outgoing President and
one High School swim coach shall serve on the Board as
Ex-Officio.
Section 2.
The duties and powers of the Board of Directors shall
be such as usually devolve upon the Directors of any club or
association and may include the selection of place, fixing the
date, making all arrangements for whatever data the Directors deem
essential to the benefit of the Club. 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 Club. The Board of Directors shall have
the authority to generally conduct all of the lawful affairs of the
club, including but not limited to, entering into any contracts,
leases, or other agreements necessary to carry out the purposes of
the Club and retaining of persons to provide special services to
the Club. However, the Board of Directors may not exercise
any powers relating to entering into a contract or agreement for
the purchase or sale of real estate. This matter may only be
accomplished by a vote of the membership. The Directors shall
otherwise exercise all of the powers of the Club as permitted by
law, subject to the provisions of the Articles of Incorporation and
these by-laws.
Section 3.
The Board of Directors shall annually elect from among
the elected Directors a President, Vice President, Secretary and
Treasurer. A majority vote of the Board shall be necessary
for the election of officers. No Director shall hold more
than one (1) office at any time, except the offices of Secretary
and Treasurer, which may be held by the same person at the
discretion of the Board of Directors.
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 Club. Such committees may
be comprised of both Directors and other regular members.
Section 5.
The President shall preside at all meetings of the
membership and of the Board of Directors, shall perform such duties
as may be determined by the Board of Directors, and shall perform
and discharge such other duties as generally devolve upon a chief
executive officer.
Section 6.
The Vice President shall perform all duties incumbent
of the President during the absence or disability of the President
and perform such other duties as may be prescribed by the Board of
Directors.
Section 7.
The Secretary shall have custody and care of the
corporate records of the Club, shall attend all meetings of the
members and of the Board of Directors, shall keep a true and
complete record of the proceedings of all such meeting, shall file
and take charge of all papers and such documents belonging to the
Club, and shall perform other such duties as may be prescribed by
the Board of Directors.
Section 8.
The Treasurer shall keep correct and complete records
showing accurately at all times the financial condition of the
Club, shall be the legal custodian of all monies and other
valuables which the may from time to time come into the possession
of the Club, shall maintain a bank account in the name of the Club,
shall furnish at meetings of the Board of Directors and membership,
or whenever requested by the Board of Directors, a statement of the
financial condition of the Club, and shall perform such duties as
the Board of Directors may prescribe.
Section 9.
In case of absence of any officer of the Club, or for
any reason that the Board of Directors may deem sufficient, the
Board of Directors may delegate the powers or duties of such
officer to any other officer or to another Director, for the time
being, provided a majority of the Directors concurs therein.
Section 10.
The presence of at least five (5) voting 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. Except as may otherwise be provided in
the Articles of Incorporation or these by-laws, the decision of a
majority of the Directors present at any meeting shall be the
decision of the Club.
Section 11.
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. Notice shall be given at least three (3) days prior
to the date of the meeting. Attendance at any meeting shall
constitute a waiver of notice thereof.
Section 12.
An individual shall only be eligible for appointment as one
of the elected members of the Board of Directors, or to otherwise
hold any position as an officer, after such individual has had a
son or daughter participating as a swimmer in the Swim Club for a
period of one (1) full year.
Section 13.
The Club’s Directors and Officers shall perform their
duties without any conflict of interest with any other person or
organization. All Directors and Officers shall recuse
themselves from discussing and voting on any motions; refrain from
any official actions; directly or indirectly, that creates a
conflict of interest. The Board of Directors may also deem a
conflict of interest of any of the Club’s Directors or
Officers. The Board of Directors may disqualify that Director or
Officer, provided a majority of the Directors concurs
therein.
Section 14.
Effective September 1, 2005 an individual may not be elected
to consecutive terms to the Board of Directors. An individual may
be elected to another term after being of the Board of Directors
for a period of 240 days.
Section 15.
The existing Board of Directors shall retain power until the
first meeting of the Board of Directors after the summer election
of new board members. At said meeting officers for the
upcoming year shall be elected and power transferred to the new
Board of Directors.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Club shall indemnify any person made a party to any action,
suit, or other proceeding by reason of the fact that such person,
or his successor or assign, is or was a Director, Officer or
employee of the Club against the reasonable expenses, including
attorney fees actually and reasonably incurred in connection with
the defense action, suit or proceeding. The Club may
reimburse to any 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 regular members that it was to the
interests of the Club that such settlement be made. Such
rights or indemnification and reimbursement shall not be deemed
exclusive of any other rights to which such Director, Officer, or
employee may be entitled apart from the provisions of these
by-laws.
ARTICLE VIII
CONTRACTS, CHECKS, NOTES, ETC.
The President, Treasurer, or Entry Chair of the Club shall unless
otherwise directed by the Board of Directors, sign all contracts
and agreements authorized by the Board of Directors. All checks and
drafts issued by the Club shall be signed by the President,
Treasurer or Entry Chair, or such other person as may be from time
to time so authorized by the Board of Directors. The Entry
Chair shall be authorized to only sign agreements, checks and
drafts associated with the meet entry process.
ARTICLE IX
NON-PROFIT OPERATION
Section 1.
The Club shall, at all times, be operated on a
non-profit basis in furtherance of the goals and objectives of the
Swim Club and it’s underlying programs. Members shall
receive no dividends or other interests in the assets of the
Club. No part of the earnings of the Club shall inure to the
benefit of, or be distributable to, its members, officers,
Directors, or any other private persons or corporations, except
that the Club shall be authorized and empowered to pay reasonable
compensation for services rendered and expenses incurred.
Section 2.
No substantial part of the activities of the Club
shall be carrying on or propaganda or otherwise attempting to
influence legislation and the Club 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 Club shall refrain from
engaging in any other activities not permitted of any tax-exempt
organization under the Internal Revenue Code.
ARTICLE X
TERMINATION AND DISSOLUTION
The Club may be terminated and dissolved upon the affirmative vote
of at least two-thirds (2/3) of all regular members entitled to
vote. In the event of such termination or dissolution, the
Board of Directors shall, after paying or making provision for the
payment of all liabilities of the Club, make a determination for
the further disposition of any additional assets or net worth of
the Club, consistent with the original intent of this
corporation. It is further provided that the assets of this
Corporation shall be distributed to a fund, foundation or
corporation organized and operated exclusively for the purposes
specified in Section 501(c)(3) of the Internal Revenue Code, or as
it may be hereafter amended.
ARTICLE XI
AMENDMENT OF BY-LAWS
The power to make, alter, amend, or repeal these by-laws is vested
in the Board of Directors. The affirmative vote of a majority
of the actual number of Directors elected and qualified, from time
to time, shall be necessary to effect any alteration, amendment, or
repeal of this Code of by-laws.
ARTICLE XII
OFFICERS AND DIRECTORS
Section 1.
Each Officer and Director shall have a swimmer
swimming one (1) full year with the Club prior to being eligible to
be elected as an Officer or Director of the Club.
Revised Section 1 and 14 of Article VI: Changed length of term of
elected Directors.
Approved by the Board of Directors:
Certified By:
Secretary
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