FOUR CORNERS AQUATIC TEAMS of FARMINGTON, INC.
The name of the organization shall be Four Corners Aquatic Teams of Farmington, Inc. [hereinafter “FCAT” or “Team”].
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.
The fiscal year of the Team shall be from September 1 through August 31.
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.
All members are expected to:
1) Participate in activities of the Team through office, committee appointment, meet activities and other Team related programs;
2) Participate in team meetings with each family having one vote on matters submitted to membership;
3) Have current USAS card for all swimmers;
4) Participate 100% in Team fundraising.
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.
The Board of Directors of FCAT shall be responsible for carrying out the discipline policy and procedure.
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.
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.
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.
2) 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.
3) 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.
4) 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.
5) 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. If a swimmer wants to join FCAT that falls under these disciplinary steps, the board will review each instance on a case by case basis. FCAT welcomes all swimmers to participate in practice and attend meets with our team either by unattached swimmers or team members after case is reviewed and approved by the board.
- 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.
PURPOSES AND POWERS
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;
2) To promote physical fitness and good patterns of physical development and to encourage proper conditioning and health habits;
3) To provide opportunities for social, emotional and educational development and to encourage peer and family participation;
4) To promote the involvement in age-group programs and provide an opportunity for members to compete in organized swimming competitions.
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;
2) The publication and distribution of programs, newsletters and other publications designed to promote the activities and affairs of the Team;
3) The solicitation and sale of advertising space in such publications and obtaining of sponsorships for competitions and publications.
RIGHTS AND LIABILITIES OF MEMBERS
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.
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.
MEETINGS OF MEMBERS
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.
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.
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.
BOARD OF DIRECTORS
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.
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.
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:
- Presiding at meetings for the Board of Directors and members;
- Developing the agenda for meetings;
- Giving leadership to the Board and membership;
- Calling meetings of the Board of Directors and membership;
- Being a member of the Board during his or her tenure as President, as well as the following year;
- Ensuring that there is a representative of the Team at all USAS and LSC meetings;
- Appointing chairpersons for special committees;
- Locating/organizing pool availability;
- Maintaining staff;
- Corporate add sponsorship; and
- 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:
- Assuming the duties of the President in the President’s absence;
- Assuming duties and responsibilities delegated by the President;
- Compiling, updating and distributing a Team Handbook; and
- 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:
- Recording and maintaining the records of the Team;
- Team correspondence, including notice to membership of general and special meetings;
- Keeping minutes of Board and membership meetings;
- Sending thank you notes;
- Club mailings;
- Sending gifts; and
- Writing necessary letters.
The term of office of Secretary shall be for a period of one (1) year.
Treasurer – Responsible For:
- Maintaining the financial records and accounts of the Team with the approval of the Board of Directors;
- Chairing the finance committee;
- Paying all routine and recurring expenses provided in the budget;
- Filing taxes;
- Seeking the approval of the Board of Directors to pay variances to the budget;
- Submitting an annual financial report to the membership;
- Sending monthly statements and collecting fees and dues;
- Maintaining a swimmer count and maintaining, updating and publishing a swimmer and member roster; and
- Maintaining receipts.
The term of the office of Treasurer shall be for a period of two (2) years.
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;
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.
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.
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.
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.
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
CONTRACTS, NOTES, CHECKS
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.
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.
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.
TERMINATION AND DISSOLUTION
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.
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
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 nonprofit and charitable organizations.
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.
A person has a financial interest if the person has, directly or indirectly, through business, investment or family:
- An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- A compensation arrangement with the Organization or with an entity or individual with which the Organization has a transaction or arrangement or
- 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.
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
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
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.
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.
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.
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, 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
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.
AMENDMENTS OF BY-LAWS
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 September 12, 2019 by the Board of Directors.