RESTATED BYLAWS OF TURLOCK AQUATIC CLUB
1.1 Corporate Name. The name of this Corporation is TURLOCK AQUATIC CLUB, a California non-profit corporation.
2.1 Physical Executive Office. The principal executive office of the Corporation is 2352 Roseborough Ct., Turlock, CA 95382.
2.2 Other Offices. The Corporation may also have offices at such other places within or without the State of California, where the Corporation is qualified to do business, as the Board of Directors may from time to time designate or the business of the Corporation may require.
3.1 General Purposes. Subject to the provisions and limitations of the California Nonprofit Corporation Law, and any other applicable laws, and subject to any limitations of the Articles of Incorporation, the purpose of this Corporation are to promote aquatics through programs to develop individual skills of athletes for all age and skill levels, for all sexes, for handicapped individuals and for minorities.
IV. CONSTRUCTION AND DEFINITIONS
4.1 Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the constructions of these Bylaws without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular and the terms “person” includes both a legal entity and a natural person.
V. DEDICATION OF ASSETS
5.1 This Corporation’s assists are irrevocably dedicated to public benefit purposes. No part of the net earnings, properties, or assets of the Corporation, on dissolution or otherwise shall inure to the benefit of any private person or individual, or to any Director or Officer of the Corporation. On liquidation or dissolution, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or Corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code 501(c)(3).
a. There shall be one (1) class of membership in this corporation consisting of:
(i) parents or legal guardians of and living with minor (non-emancipated) child who participate in amateur competitive aquatic activities conducted by the corporation
(ii) adult swimmers who participate in amateur competitive aquatic activities conducted by the corporation
(iii) emancipated minors who participate in amateur competitive aquatics activities conducted by the corporation, and
(iv) head coach of the corporation
Members shall pay such dues and charges as may from time to time be fixed ty the Board of Directors
b. No person may hold more than one membership or a fractional membership. The right of members to vote shall be determined as provided in Section 7.7.
6.2 Fees and Dues Each members must pay, as determined by and within the time and on the conditions set by, the board of directors, monthly dues and other charges to be determined and in amounts to be fixed from time to time by the board of directors.
6.3 Termination of Membership
a. Causes of termination. The membership of a member shall terminate upon occurrence of any of the following events:
(i) the resignation of the member
(ii) the failure of the member to pay dues or charges, if required, within the times set forth by the board of directors
(iii) the determination by the board of directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct of the corporation or has engaged in conduct materially and seriously prejudicial to the interest and purposes of the corporation
b. Procedure for expulsion. Following the determination that a member should be expelled under subparagraph (iii) above, the Corporation shall follow the expulsion procedure set forth in California Corporations Code 5341.
6.4 Transfer of Membership. No member may transfer for value a membership or any right arising from such membership. All rights of membership cease upon a member’s death.
VII. MEETINGS OF MEMBERS
7.1 Place of Meeting. Meetings of the membership shall be held at any place within the State of California as designated by the board of directors.
7.2 Annual Meeting. The annual meeting of members shall be held on the 4th Saturday of September of each year, unless the board of directors fixes another date and so notifies the members as provided in Section 7.4. If the schedule date falls upon a legal holiday, the meeting shall be held on the next business day.
7.3 Special Meeting
a. Authorized persons who may call. A special meeting of the members for any lawful purpose may be called at any time by any of the following: the board of directors, the president, or five percent (5%) or more of the members.
b. Calling meetings by members. If a special meeting is called by members other than the board of directors or the president, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the president, any vice president or the secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the members entitled to vote, in accordance with the provisions of Section 7.4, that a meeting will be held and the date for such meeting, which date shall be not less than 10 nor more than 60 days following the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing or affecting the time when a meeting of members may be held when the meeting is called by action of the board of directors.
7.4 Notice of Members’ Meetings.
a. General notice contents. All notices of meetings of members shall be sent or otherwise given in accordance with Section 7.4c not less than 10 nor more than 60 days before the date of this meeting. The notice shall specify the place, date and hour of the meeting and:
(i) in the case of a special meeting, the general nature of the business to be transacted and no other business may in that case be transacted, or
(ii) in the case of the annual meeting, those matters which the board of directors at the time of giving the notice, intends to present for action by the members.
b. Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s).
(i) removing a director without cause;
(ii) amending the Articles of Incorporation; or
(iii) voluntarily dissolving the Corporation.
c. Manner of giving notice. Notice of any meeting of members shall be given either:
(ii) deposited in the member-folder provided by the Corporation for delivery of notices and information to each member and maintained at the location where practices are then being held; or
(iii) by first-class mail, facsimile or other written or electronic communication, charges prepaid, addressed to the member either at the address of that member appearing on the books of the Corporation or the address given by the member of the Corporation for the purpose of notice.
Notice shall be deemed to have been given at the time when delivered personally or deposited in member-folder or in the mail or sent by facsimile or other means of written or electronic communication.
d. Affidavit of mailing notice. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the secretary of the Corporation giving the notice and, if so executed, shall be filed and maintained in the minute book of the Corporation.
a. Percentage required. Thirty-three and one-third per scent (33 1/3%) of the voting members shall constitute a quorum for the transaction of business at a meeting of the members
b. Loss of quorum. The voting members present at a duly called or duly held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough voting members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the voting members required to constitute a quorum.
7.6 Adjourned Meeting. Any members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the voting members represented at the meeting, either in person or by proxy; provided, however that in the absence of a quorum, no other business may be transacted at that meeting, except as provided in this Article 7. No notice need be given of the adjourned meeting if the time and place are announced at the meeting to be adjourned. No meeting may be adjourned for more than 45 days.
a. eligibility to vote. The members eligible to vote shall be those members defined in Section 6.1. There shall only be one (1) vote per household for voting members. Such vote shall only be exercised by an adult and, in the event such adults fail to agree how such vote should be cast, then the vote shall be disallowed.
b. Manner of casting votes. Voting may be by voice or ballot, provided that any election of officer/directors may be by ballot if demanded by any voting member before the voting begins.
c. Only majority of voting members represented at meeting required, unless otherwise specified. If a quorum is present, the affirmative vote of the majority of the noting members represented by the meeting, entitled to vote and voting on any matter (other than the election of oficer/directors), shall be the act of the members, unless the vote of a greater number of voting by classes is required by alifornia Non-profit Corporaiton Law or by the Article of Incorporaiton.
7.8 Record Date for Member Notice, Voting, Giving Consents and Other Actions.
a. To be determined by board of directors. For the purposes of determining which members are entitled to vote or to take any other action, the board of directors may fix in advance a record date, which shall not be more than 60 nor fewer than 10 days before the date of any such meeting.
b. Failure of bard to determine date.
(i) Record date for notices or voting. Unless fixed by the board of directors, the record date for determining those members entitled to receive notice of a meeting of members shall be the business day preceding the day on which notice is given.
VIII. NUMBER AND COMPOSITION OF BOARD OF DIRECTORS
8.1 Number of Directors The board of directors of the corporation shall insist of no fewer than seven (7) and no greater than (11) directors all of whom must be members of the Corporaiton.
8.1 Elected Officer/Directors, head Coach/Director, and Appointed Directors
The directors of the Corporation shall consist of four(4) elected officer/directors (president, vice-president, secretary and treasure), the head coach, and two (2) to six (6) directories, which shall include the past president if he/she desires, and where the remaining positions are appointed by the board of directors.
IX. ELECTION OF OFFICER?DIRECTOR
9.1 Nominations and Solicitations for Votes
a. Nominating committee. The president shall appoint a committee from the voting members to select qualified candidates for election of the president, vice-president, secretary, and treasurer at least two (2) months before the date of any election of directors. The nominating committee shall make its report at least 30 days before the date of the election and the secretary shall forward to each member, with the notice of meeting required by Seciton 7.4, a list of candidates nominated.
b. Nominations from the floor at annual meeting. At the annual meeting, any voting member present at the meeting, in person or by proxy, may place names in nomination.
c. Use of corporate funds to support nominee. No corporate funds may be expended to support a nominee for any office.
9.2 Vote Required to Elect The candidate receiving the highest number of votes for an office shall be elected to that office.
a. General corporate powers. Subject to the provisions of the California Non-profit Corporation Law and any limitations pin the Articles of Incorporation and these bylaws relating to action required to be proved by the members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the direction of the board of directors.
b. Specific powers. Without prejudice to these general powers and subject to the same limitations, the directors shall have the power to:
(i) select all subordinate officers, agents and employees of the Corporation; remove all officers, agents and employees of the Corporation and prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation and with these by laws;
(ii) change the principal office or the principal business office in the State of California from one location to another;
(iii) adopt, make, change the form of, and use the corporate seal;
(iv) develop an annual budget and borrow money and incur indebtedness on behalf of the Corporation and take actions to implement the above.
10.2 Election and Term of Office of Directors The term of each director shall be from January 1 to December 31 of each year. Each director, including a director appointed to fill a vacancy or elected at a special members’ meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified. No director shall hold a single position for more than two (2) consecutive terms of office.
a. Events cause vacancy. A vacancy or vacancies in the board of directors shall be deemed to exist on the occurrence of the following:
(i) the death, resignation or removal of any director;
(ii) the declaration by resolution of the board of directors of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under 5230 and following of the California Non-profit Corporaiton Law;
(iii) except as provided in subparagraph (iv) hereafter, where an officer/director, the vote of a majority of the voting members, to remove the officer/director;
(iv) where an appointed director, the vote of an absolute majority of the board of directors to remove the appointed director.
b. Resignations. Except as provided in this paragraph, any director may resign, which resignation shall be effective on giving written notice to the president or the secretary.
c. Vacancies filled by directors or members. Except for a vacancy created by the removal of a director, vacancies on the board of directors shall be filled by the decision of majority of directors then in office or by a sole remaining director in a timely manner. The voting members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors and vacancies created by the removal of a director.
d. No vacancy on reduction of number of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
10.4 Place of Meetings by Telephone and by Other Electronic Means. Regular meetings of the board of directors may be held at any place within the State of California that has been designated from time to time by resolution of the board. Any meeting, regular or special, may be held by conference telephone or electronic communication equipment, so long as all directors participating in the meeting cn hear and/or see all of such director’s electronic comments and voting may be by voice, on conference call, or by electronic means where all directors are aware of the vote given by each other director.
10.5 Annual Meeting. At the first regular board meeting following the annual meeting of members, the board of directors, in consultation with incoming elected officers, shall appoint the appointed directors who shall take office on January 1. Notice of this eating shall not be required.
10.6 Other Regular Meetings. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.
10.7 Special Meetings.
a. Authority to call. Special meetings of the board of directors for any purpose may be called at any time by the president, the vice president, the secretary or any two (2) directors.
(i) Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage paid; or (c) by telephone communication, by email or by facsimile, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate such notice promptly to the director.
(ii) Time requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone or by other electronic means at least 48 hours before the time set for the meeting.
(iii) Notice contents. The notice shall state the time and place of rmeeting. However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held at the principal office of the Corporation.
10.8 Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Seciton 10.10. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of the California NOn-profit Corporation Law, particularly those provisions relating to:
a. approval of contracts or transactions in which a director has a direct or indirect material financial interest,
b. appointment of committee, and
c. indemnification of directors
A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least majority of the required quorum for the meeting.
10.9 Waiver of Notice. The transaction of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if;
a a quorum is present and
b. either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or any approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before, or at it commencement, about the lack of adequate notice.
10.10 Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
10.11 Fees and Compensation. Directors and members of committees shall receive:
a. no compensation for their service; and
b. such reimbursement of expenses as may be determined by resolution of the board of directors to be just and reasonable.
11.1 Committees of Directors. The board of directors may, by motion, either appoint such committees as they deem necessary or authorize the president to designate such committees on behalf of the board of directors.
12.1 Officers. The officers of the Corporation shall be a president, vice president, a secretary and a treasurer. any number of offices may be held by the same person, except that neither the secretary nor the treasurer may serve concurrently as the president.
12.2 Subordinate Officers. The board of directors may appoint, and may authorize the president to appoint any other officers that the business of the Corporation may require, each of who shall have the title, hold office for the period, have the authority and perform the duties specified in the bylaws or determined from time to time by the board of directors.
12.3 Removal of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, upon vote of an absolute majority of the directors on the board of directors at any regular or special meeting of the board.
12.4 Resignation of Officers. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
12.5 Responsibility of Officers.
a. President duties. The president shall be the general manager of the Corporation and shall supervise, direct, and control the Corporation’s activities, affairs and officers. The President shall preside at al board meetings. The president shall have such other powers and duties as the board or bylaws prescribe.
b. Vice President duties. In the absence or disability of the president, the vice president shall perform all duties of the president. The vice president shall have such other powers and perform such other duties as the board or the bylaws may prescribe.
c. Secretary duties. The secretary shall keep or cause to be kept, at the corporation’s principal office or such other place as the boards may direct, a book of minutes of all meetings, proceedings, and actions of the board, and of committees of the board. The minutes of meetings hall include the time and place of holding, whether the meeting was annual, regular or special and, if special, how authorized, the notice given, the names of those present at board and committee meetings. The secretary shall keep or cause to be kept, at the principal office in California, a copy of the articles of incorporation and bylaws, as amended to date. The secretary shall also keep or cause to be kept, at the Corporation’s principal office or at a place determined by board resolution The secretary shall give, or cause to be given, notice of all meetings of the board, and of committees of the board required by these bylaws to be given. The secretary shall perform such other duties as the board or the bylaws may prescribe
d. Treasurer duties. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions. The treasurer shall send or cause to be given to the directors such financial statements and reports as are required to be given to the directors at all reasonable times. The treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the board may designate. No disbursements shall be made without the approval of the board, which approval shall be reflected in an authorization for disbursement of funds signed by the president or vice president of the Corporation. All checks issued shall be signed by at least tow (2) officers of the Corporation. The treasurer shall render to the board, when requested, an account of all transactions of the Corporation and the financial condition of the Corporation, and shall have such other powers and perform such other duties as the directors may require.
13.1 Indemnification Provisions. To the fullest extent permitted by law, this Corporation shall indemnify its directors, officers, employees, and other persons described in 7237(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that Section, and including any action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that Section. ”Expenses,” as used in this bylaw, shall have the same meaning as in 7237(a) of the California Corporations Code.
13.2 Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under these bylaws in defending any proceeding covered by those Sections shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
13.3 Insurance. The Corporation may purchase and maintain insurance to the full extent permitted by law on behalf of its officer, directors, employees, and other a gens, against any liability asserted agains or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
XIV. RECORDS AND REPORTS
14.1 Maintenance of Corporate Records. The Corporation shall keep adequate and correct books and records of account; and written minutes of the proceedings of its board and committees of the board.
14.2 Annual Report. An annual report shall be prepared which shall contain the following information: a balance sheet as of the end of the fiscal year, and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report on them by independent accountants, or, if there is no such report, by the certificate of an authorized officer of the Corporation that they were prepared without review from the books and records of the Corporation. This Section shall not apply if the Corporation receives less than $10,000 in gross revenues or receipts during the fiscal year
15.1 These bylaws may be adopted, amended, or repealed by unanimous approval of the board of directors.
This is to certify that the foregoing are the bylaws of the corporation named in the title of these bylaws and that such bylaws were duly adopted by the incorporators of such corporation on, ___________________, 2011
Leslie Bakker, Secretary