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Constitution and Bylaws

 

CONSTITUTION AND BY-LAWS OF THE MOST SWIM CLUB

Adopted:  June 11, 2015

Revised:  July 18, 2017

ARTICLE I:

The name of the organization shall be the MOST Swim Club, Inc.

 

ARTICLE II:

The purpose or purposes for which the corporation is formed are: 

The purpose of the corporation is to promote youth participation in amateur swimming competition.

 

ARTICLE III:   

Section 1. The corporation is formed upon a Nonstock basis.(Stock or Nonstock)

 

Section 2. If formed on a stock basis, the total number of shares the corporation has authority to issue is

 

If the shares are or are to be divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class to the extent that the designations, numbers, relative rights, preferences, and limitations have been determined are as follows:

 

Section 3.

a. If formed on a nonstock basis, the description and value of its real property assets are: None

b. The description and value of its personal property assets are:  None

c. The corporation is to be financed under the following general plan:

Collection of dues, donations and assessments.

d. The corporation is formed on a Directorship basis.

 

ARTICLE IV:    

Section 1. The name of the resident agent at the registered office is:  Jennifer M. Paris

           Section 2. The address of its registered office in Michigan is:

53088 Windham Dr. Chesterfield Township, Michigan 48051

Section 3. The mailing address of the registered office in Michigan if different than above:

ARTICLE V:     

The name(s) and address(es) of the incorporator(s) is (are) as follows:

Jennifer M. Paris

53088 Windham Dr.

Chesterfield Township, MI 48051

 

ARTICLE VI:    

The net earnings of the corporation shall not be distributed to, nor inure to the benefit of, its members, directors, officers, or other private persons. However, the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions to accomplish the purposes of the corporation as identified in Article II above. The activities of the corporation shall not be utilized to carry on propaganda or otherwise attempt to influence legislation. The corporation shall not participate in political campaigns on behalf of or in opposition to a candidate for public office. In this respect, the corporation shall not publish or distribute any statements or materials in any political campaign on behalf of a candidate for public office. The corporation shall not conduct any activities that an entity exempt from federal income tax under IRC 501(C)(3) (or the corresponding section of any future federal tax code), or an entity whose contributions are deductible under IRC $170(C)(2) (or the corresponding on of any future federal tax code), are prohibited from conducting. The purpose for which the corporation is organized are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law.

ARTICLE VII:

In the event of dissolution of the corporation, after paying or providing for the payment of all liabilities of the corporation, the assets of the corporation shall be distributed for one or more exempt purposes within the meaning of IRC 8501(C) (or the corresponding section of any future federal tax code). In the alternative, such assets may be distributed to the federal government, or to a state or local government, for any public purpose. Any assets not distributed in this manner shall be disposed of by the circuit court of the county in which the principal office of the corporation is then located, exclusively for such exempt purposes or to those organization(s) that the court may determine and that are organized and operated exclusively for such exempt purposes.

ARTICLE VIII:

A director or officer of the corporation, as that term is defined in the Michigan Non-Profit Corporation Act (the "Act"), shall not be personally liable to the corporation or its members for monetary damages arising out of the breach of the director's fiduciary duty, provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following:

a breach of the director's duty of loyalty to the corporation or its members; acts or omissions that are not in good faith and that involve intentional misconduct or knowing violation on the law; a violation of Section 551(1) of the Act; a transaction from which the director derived an improper personal benefit; or and act or omission that is grossly negligent.