BY-LAWS OF THE
STONEWALL PARK SWIM TEAM, INC.
A NON-PROFIT CORPORATION
The Corporation shall be known as the Stonewall Park Swim Team, Inc. hereinafter referred to as the Team. The Team name shall be the Stonewall Explosion.
The purpose of the Team shall be to provide opportunities for qualified swimmers ranging in age from 3 to 18 years to participate in a competitive swim program. The Team shall be a member of the Prince William Swim League (PWSL).
Stonewall Park Swim Team, Inc. is formed exclusively for the purposes for which a corporation may be formed under the Virginia Nonstock Corporation Act and not for pecuniary profit or financial gain. No part of the assets, income or profit of the Corporation shall be distributable, or inure to the benefit of its members, directors or officers, except to the extent permitted under the Virginia Nonstock Corporation Act. The Corporation shall not operate any listing service for its members, or take steps which will serve to facilitate the transaction of any member engaged in any activity which would constitute a regular business of a kind ordinarily carried on for profit.
PRINCIPAL OFFICES, MEETINGS
The principal office shall be in the City of Manassas, as stated in the team’s Articles of Incorporation. The Team may have offices and places of business at other locations within and without the State of Virginia as shall be determined by the directors.
The Team shall conduct two annual plenary business meetings, to be held at the beginning and end of each swim season. Meetings shall be held at Stonewall Park Swimming Pool or at such other place as the officers and directors designate by proper notice to the members. The exact date and time of each meeting is to be set by the Board of Directors. New directors shall be elected at the end-of-season meeting.
Special meetings of the Team for any purpose may be called by the President or the Board of Directors and must be called by the President upon receipt of a written request from one-twentieth (1/20) of the members entitled to vote.
Notice of annual meetings or of a special meeting stating the time, place and purpose or purposes thereof shall be given to each member in person, in writing by mail, or by electronic mail not less than ten (10) days nor more than sixty (60) days prior to the meeting, but such notice may be waived in writing at any time.
At any meeting of the membership, at least ten (10) percent of the members entitled to vote shall constitute a quorum, except as otherwise provided by law. No business shall be conducted at an annual or special meeting of the Team unless a quorum is present.
At each meeting of the membership, every member then entitled to vote on matters relating to Stonewall Park Swim Team, Inc. may vote in person or by proxy. All votes to be cast by the Team in connection with its membership in other corporations or organizations shall be cast as directed by the Board of Directors at their sole discretion.
Special meetings of the Board of Directors may be called by the President and must be called at the written request of three (3) members of the board. Notice of such special Board meetings shall be given to each director at least five (5) days prior to meeting, but such notice may be waived in writing at any time.
All meetings shall be conducted in accordance with Robert’s Rules of Order unless otherwise stated in writing prior to the commencement of the meeting and shall be so noted in the minutes of that meeting.
The voting membership of the Team shall consist of all individuals 18 or older involved in the operation of the Stonewall Park Swim Team, Inc. This includes parents, guardians, swimmers, coaches, Board members, and adult volunteers.
Youth will be considered for Team participation based on the appropriate coach’s evaluation of the swimmer’s skills and potential contribution to the team. The coaches’ recommendations will be provided to the Board of Directors, who will act upon the recommendations in accordance with these By-Laws.
The business and affairs of the Team shall be managed and controlled by a Board of Directors. Each director shall hold office until the election of his or her successor. Any director may resign at any time. Vacancies occurring among the directors may be filled by appointment by the remaining Board Directors or left vacant for the remainder of the season, as the Board sees fit. The term of office for members of the Board of Directors shall be one (1) swim season.
Immediately after each annual election of directors, the newly elected officers shall meet for the purpose of organization and the transaction of business. If a quorum of the directors be then present, no prior notice of such meeting shall be required. A quorum for meetings of the Board of Directors shall be four (4) members of the Board. The Board of Directors shall meet a minimum of four (4) times a year at places and times determined at the previous meeting.
Other regular meetings of the Board may be held without notice at such times and places as the directors may determine.
The SPST Board of Directors may consist of as many positions as the membership approves. Positions may be
co-directed, in which case both parties will have a right to vote. The officers of the Board of Directors may include the following:
• First Vice President
• Second Vice President
• League Representative
• Meet Operations Director
• Concessions Director
• Apparel Director
Members of the Board of Directors shall be elected by the members of the Team. The Immediate Past President and Lifetime Members shall serve as advisors to the Board. The Board will consult these individuals, as needed, in matters pertaining to historical knowledge of team procedures and practices.
In the course of carrying out the business of the Team the Board may at any time appoint other agents with such powers and duties as it deems necessary. Any officer may be removed at any time by the Board of Directors or by the affirmative vote of a majority of the membership at a special meeting of the membership called for that purpose.
Each elected position of the Board of Directors shall have one vote at Board meetings. The President shall only vote in case of a tie. In cases of Board actions that could lead to the removal of a Board or Team member, voting shall be by secret ballot. The duties of the officers of the Board of Directors are as follows:
A. The President shall:
1) Preside at all regular and special meetings of the Team and at all meetings of the Board of Directors.
2) Have general management and control of the business and affairs of the corporation.
3) Call any special meetings as may be required in conformance with the By-Laws of the Team.
4) Coordinate with, or delegate coordination with, the Manager of the Stonewall Park facility, or other facilities, pertaining to the scheduling of meets, practices, and other appropriate functions.
5) Contract with Coaches and Assistants and ensure that contractual obligations are met.
6) Ensure necessary records and paperwork related to Team and Board activities are maintained by the appropriate Board Members.
7) Perform additional duties and functions as necessary and customary.
8) Upon leaving office at the end of his/her elected term, facilitate the transition of responsibility to the new President.
B. The First Vice President shall:
1) Serve in the President's stead in the absence of the President and shall, in such an event, discharge the duties of the President.
2) Generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors.
C. The Second Vice President shall:
1) Serve in the President's stead in the absence of the President and First Vice President.
2) Be responsible for transmitting weekly meet results.
3) Maintain the current team membership roster and all necessary digital records for all swimmers to meet the needs of the team and PWSL.
D. The Secretary shall:
1) Retain all historic documents and other necessary Team documentation.
2) Maintain the roll of Board members and keep the minutes of each team and board meeting.
3) Prepare and mail all official correspondence.
4) Attend to the giving and serving of all notices to the members and directors, or other notices required by law or these By-Laws.
5) Affix the seal of the corporation to the deeds, contracts, and other instruments in writing requiring a seal, when duly signed.
6) Ensure content on the team website is complete and current.
7) Provide information to Team members and perform all other duties incident to the office of Secretary.
E. The Treasurer shall:
1) Have the custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in such bank or trust company as shall be designated by the directors of the Team or the President.
2) Monitor the Team's financial records and verify that current signature cards are on file.
3) Comply with all Federal and State tax laws as appropriate.
4) Prepare and monitor the annual budget.
5) Provide all necessary documents required to conduct an official audit.
F. The League Representative shall:
1) Serve as liaison with the Prince William Swim League in all matters pertaining to the Team.
2) Attend all meetings of PWSL.
3) Oversee the purchase and distribution of Team awards.
4) Receive and transmit inter-team grievances for resolution to the Board of Directors and/or appropriate governing bodies.
G. The Meet Operations Director shall:
1) Oversee and coordinate all activities related to conducting meets.
2) Solicit, coordinate with and check in volunteers for all posts during home and away meets.
3) Correspond and communicate with representatives from opposing team before each meet.
4) Ensure that all meet-related equipment is set up prior to each home meet and taken down as soon as possible at the conclusion at the meet.
5) Provide and/or arrange for training for meet officials.
6) Serve as the Alternate League Representative and attend meetings of the Prince William Swim League in the absence of the League Representative.
H. The Concessions Director shall:
1) Operate the concession table at evening practices.
2) Oversee all concession functions and volunteer positions for all home meets.
3) Maintain accurate accounting of monies expended and raised relative to concessions.
4) Maintain equipment and inventory of all items required to run concessions.
I. The Apparel and Equipment Director shall:
1) Obtain and parlay all required swim apparel and gear, as well as spirit wear, as directed by the Board.
2) Maintain order inventory and provide items for sale during practices and meets, as prescribed by the Board.
Any notice required to be given by these By-Laws may be given by email, USPS, or hand delivery to the person entitled thereto as shown on the Team's books, and such notice shall be deemed to have been given at the time of such correspondence. Any notice required by these By-Laws to be given may be waived by the person entitled to such notice.
FINANCES & FISCAL MANAGEMENT
The Team will provide funds to meet all of its financial needs, including contracting with the coaching staff, renting swim facilities, purchasing equipment and supplies, and providing other fiscal support, as needed. The finances of the Team shall be obtained from registration fees and revenues derived from concessions, donations, and other revenue-producing activities approved by the Team. The Team will not be operated for profit.
The President will have the Treasurer prepare an annual budget for the Team reflecting projected income and expenditures. The proposed budget shall be presented to the Team at its regular start-of-season meeting and shall be subjected to approval by a majority of those present.
All funds of the Team shall be deposited in an account deemed appropriate by the Board of Directors. Funds may be appropriated from the account by the President or the Treasurer upon approval by the Board. No officer or member of the Team, unless duly authorized by the President, shall have the authority to obligate the Team for any expenditure.
The financial account shall be maintained on a fiscal year basis running from January 1 through December 31. The Board shall secure an outside auditor to conduct an audit every other year in odd years. The Treasurer shall deliver all accounts and financial records to the auditor by the first day of March. The auditor shall prepare a written audit report for presentation to the Board of Directors, which shall be made part of the official meeting minutes.
In the event of the dissolution of the Team, any cash assets remaining after payments of all proper claims and demands shall be donated to a tax exempt organization of the type described in Section 170(c) of the Internal Revenue Code of the United States (1954). The organization to receive funds shall be determined by the Board of Directors.
Any materiel assets belonging to the Team shall be offered first to the City of Manassas, then to a similar tax-exempt entity, in accordance with any applicable laws or regulations.
The Board of Directors shall facilitate the nomination of candidates for each elected office, verify each candidate's willingness to serve and report back to the President prior to the end-of-season plenary Team meeting. The roster of candidates will be posted at the pool for Team review prior to the end-of-season meeting. Voting to elect new Board members will be open to all Team members and will occur at the end-of-season team meeting.
Newly elected members of the Board shall assume the duties of their respective offices immediately upon election. A member may hold office for more than one year if re-elected in accordance with established election procedures.
PROCEDURES FOR REMOVAL FROM THE TEAM OR BOARD
Recommendations for removal from Team or Board requires that a written notification be delivered to the President of the Board of Directors. In the case of removal of the President, such written notice shall be delivered to the First Vice President. The written notice shall specify the reason(s) why the member feels the member or elected officer is not worthy of his or her continued membership or elected office.
The member or officer in question shall be notified of the letter and its contents. At the next regular meeting of the Board of Directors the letter will be read and the member given the opportunity to comment and clarify the issue(s) raised. The officer in question will be given the opportunity to respond.
The issue will then be voted upon as is provided for in the By-Laws.
Adopted at the meeting of the Board of Directors of the Stonewall Park Swim Team, Inc., held on