Richfield Swim Club -- Organization Bylaws
Richfield Swim Club By-Laws, Effective 11-9-2020
RICHFIELD SWIM CLUB
dba PIRANHAS SWIM CLUB
(Effective November 9 ,2020)
NAME, PURPOSE, POWERS
Section 1. Name. The name of the organization shall be Richfield Swim Club dba Piranhas Swim Club (the "Club").
Section 2. Purpose. The Club is organized exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, specifically to provide opportunities for training and competition in the sport of swimming. To this end the Club shall operate a swim team or teams chartered by Minnesota Swimming, Inc., a Local Swim Committee of USA Swimming, Inc., or its successor organization, and shall conduct other activities to further its purpose.
Section 3. Powers. The powers of the Club include, but are not limited to, the following:
Engaging in any lawful activities necessary to carry out the purposes of the Club; Retaining such
persons, firms, or corporations as may be necessary to further the affairs of the Club;
Purchasing, selling, or conveying real or personal property and entering into contracts, leases, or other agreements necessary to conduct the affairs of the Club;
Participating in and conducting such swim meets and competitions as may be in the best interest of the Club;
Publishing and distributing programs, newsletters, and other publications designed to promote the activities of the Club;
Soliciting and selling advertising space in meet publications, and obtaining sponsorships for competitions and publications;
Sponsoring trips to enable Athlete Members to compete at remote venues; Engaging in fundraising activities to further the purpose of the Club; and,
Contributing money or other items of value for scholarships, programs, and other causes to further the affairs of the Club.
Section 1. Classes of Members. There shall be three classes of members in the Club: (1) Athlete Members, (2) Regular Members, and (3) Sponsor Members. Athlete Members are those swimmers who are members of the Club team or teams from time to time. Regular Members are the parents or legal guardians of those Athlete Members who are eighteen (18) years old or younger. Sponsor Members are corporations, foundations, or individuals who make financial or other contributions to support the operation of the Club and are so designated by the Board of Directors.
Section 2. Voting Rights. Only Regular Members, and Athlete Members nineteen (19) years old or older, shall be Voting Members. They shall have the right to vote in person on any Question that properly comes before the Membership at any proper meeting of the Members. There shall be no voting by proxy.
Section 3. Qualification. Membership shall be contingent on payment of such periodic fees and dues, if any, as the Board of Directors may from time to time determine, and on compliance with such other rules and procedures as the Board of Directors may establish from time to time.
Section 4. Termination. Any Membership in the Club may be terminated by the Board of Directors following a fair and reasonable review.
MEETINGS OF MEMBERS
Section I. Annual Meeting. There shall be an Annual Meeting of the Members of the Club at a date, time, and place set by the Board of Directors. All Members may attend the Annual Meeting.
Section 2. Special Meetings. The Club may also hold other special meetings of the Members. Such meetings may be called by the President of the Board of Directors, or by a majority vote of the Board of Directors.
Section 3. Notice of Meetings. Notice of any meeting of the Members of the Club, including notice of the purpose of the meeting, must be given to each Voting Member by mail, facsimile, or email at least seven (7) days before the meeting.
Section 4. Quorum, Decisions. A quorum of twenty five (25) Voting Members, or twenty five percent (25%) of all the Voting Members, whichever is greater, must be present to conduct any business at a meeting of Members. Questions brought before the Members shall be decided by a majority of the Voting Members present at a Members Meeting at which there is a quorum. Questions may only be brought before the Members by the Directors.
BOARD OF DIRECTORS
Section 1. Powers and Duties. The Board of Directors shall have the power and duty to set the overall policy and direction of the Club. The Board shall have the power to adopt rules and procedures necessary to conduct the business and activities of the Club, and to alter and amend such rules and procedures. The Board shall have the authority to conduct all the lawful affairs of the Club.
The Board shall keep an accurate list of Members of the Club.
The Board may delegate responsibility for day-to-day operations of the Club to a Head Coach, to Members of the Club, or to Committees of Members.
Section 2. Qualification, Election, Compensation. All Directors shall be Voting Members of the Club. Directors shall be elected by the Voting Members at the Annual Members Meeting. There shall be no voting by proxy. The Directors shall receive no compensation.
Section 3. Size, Terms, Term Limits, Vacancies, Removal. The Board shall consist of not less than seven (7) and not more than twelve (12) Directors. The term of each Director shall be one year, at which time each Director must state their intention to remain on the Board for another term or to resign from the Board. The term of each Officer (President, Vice President and Secretary) shall be limited to two consecutive terms (two years). The term of the Treasurer shall be limited to four terms (four years). In case of any vacancy on the Board, the Board shall appoint a successor, who shall serve until the end of the term of the Director whose vacancy is being filled, and until his or her successor is selected and has accepted. Anyone or more of the Directors may be removed from the Board at any time, with or without cause, by a two- thirds (2/3) majority vote of all the remaining Directors then in office.
Section 4. Meetings, Quorum, Decisions. The Board shall meet at least quarterly. Additional special meetings of the Board may be called by the President or one-third (1/3) of the Directors then in office. Notice of any meeting of the Board must be given to each Director by mail, facsimile, or email at least seven (7) days before the meeting. A quorum of two-thirds (2/3) of the Directors then in office must be present to conduct any business. Decisions of the Board of Directors shall be made by a majority of the Directors present at a meeting at which there is a quorum, unless otherwise provided for in the Articles of Incorporation, in these Bylaws, or by law.
Section 5. Officers. At the first meeting of the Board following the Annual Members Meeting, the Board of Directors shall elect from among the Directors a President, Vice-President, Secretary, and Treasurer. A majority vote of all of the Directors then in office shall be necessary for the election of officers. Duties of the officers shall include the following:
The President shall preside at Board meetings and at Member Meetings, or in case of his or her absence, shall arrange for another member of the Board to preside at a meeting. The President shall see that orders and resolutions of the Board are carried into effect and shall perform such other duties as may be prescribed by the Board.
The Vice-President shall perform all duties of the President during the absence or incapacity of the President and perform such other duties as may be prescribed by the Board or by the President.
The Secretary shall maintain a true and complete record of the Board’s actions, including taking minutes at all Board meetings. The Secretary shall notify the Directors of any proper meeting of the Board and notify the Members of any proper Members Meeting. The Secretary shall also perform such other duties as may be prescribed by the Board.
The Treasurer shall keep accurate financial records for the Club; deposit money, drafts, and checks in the name of and to the credit of the Club in the banks and depositories designated by the Board; endorse for deposit notes, checks, and drafts received by the Club as ordered by the Board, making proper vouchers for the deposit; disburse Club funds and issue checks and drafts in the name of the Club, as ordered by the Board; upon request, provide the President and the Board an account of transactions by the Treasurer and of the financial condition of the Club; and perform such other duties as may be prescribed by the Board or by the President. The Treasurer shall collect prescribed fees and dues from Members. The Treasurer shall also present completed tax forms for Board review no later than December 15th each year. Once the Board has approved the tax forms, the Treasurer will file the taxes on behalf of the Club.
The President and Treasurer shall develop and review an annual budget for approval by the Board of Directors.
Section 6. Committees. The Board may create such committees as it deems necessary, including, for example, committees for fund raising, for conducting swim meets, for maintaining the Club's standing with appropriate sponsoring bodies, for sponsoring team activities such as trips, for developing Sponsor Members, and for publicizing Club activities.
Section 1. Amendments. These Bylaws may be amended by a two-thirds (2/3) majority vote of all of the Directors then in office. Proposed amendments must be submitted to the Secretary and presented to the Directors with the official notice of a Board meeting. These Bylaws are the Bylaws as initially approved at the March 13, 2000 Board of Directors meeting. These Bylaws were amended at the November 9, 2020 Board of Directors meeting, to add the dba clause and the Treasurer's requirement to present the annual filings.