SOUTHEASTERN SWIMMING, INC. 

Amended Jan 10, 2018
Approved by USA Swimming on 

TABLE OF CONTENTS

ARTICLE 601 NAME, OBJECTIVES, TERRITORY AND JURISDICTION

601.1.	Name
601.2.	Objectives
601.3.	Geographic Territory
601.4.	Jurisdiction

ARTICLE 602 MEMBERSHIP

602.1.	Members
1.	Group Members
2.	Individual Members
3.	Membership A Privilege Not A Right
602.2.	Members' Responsibilities
1.	Compliance
2.	Responsibility For Infractions ARTICLE 603 DUES AND FEES
603.1.	Club Members
603.2.	Affiliated Group Members
603.3.	Athlete Members
603.4.	Coach Members
603.5.	Active Individual Members
603.6.	Affiliated Individual Members
603.7.	Life Members
603.8.	Sanction, Approval And Other Fees
1.	Sanction And Approval Fees
2.	Service Charges
3.	Payment
603.9.	Failure To Pay
1.	Group, Coach And Active Individual Member Obligations
2.	Athlete Member Obligations
3.	Club/Individual Obligations
4.	Individual/Club Obligations
5.	Continued Failure To Pay; Termination Of Membership ARTICLE 604 HOUSE OF DELEGATES
1.	
604.1.	Members
1.	Group Member Representatives
2.	At-Large House Members
3.	Athlete Representatives
4.	Coach Representatives
5.	Athlete At-Large House Members
604.2 Eligibility
604.3.	Voice And Voting Rights Of Members
1.	Group Member Representatives, Board Members, Athlete Representatives, Coach Representatives And At-Large House Members
2.	Affiliated Group Member Representatives
3.	Individual Members
604.4.	Duties And Powers
604.5.	Annual And Regular Meetings
604.6.	Special Meetings
604.7.	Meeting Location And Time
604.8.	Nominating Committee
1.	Members Of Nominating Committee; Election
2.	Chair Elected By Nominating Committee
3.	Duties Of Nominating Committee
4.	Publication Of Nominations
5.	Additional Nominations
6.	Meetings And Notices
7.	Quorum
604.9.	Meetings Open; Executive Sessions
1.	House Of Delegates
2.	House Of Delegates Committees
604.10.	Quorum
604.11.	Voting
604.12.	Proxy Vote
604.13.	Mail Vote
604.14.	Order Of Business
604.15.	Notices
1.	Time
2.	Information

ARTICLE 605 BOARD OF DIRECTORS

605.1.	Members
605.2.	Appointed Board Members
605.3.	Ex-Officio Members
605.1.	
605.4.	Limitations
605.5.	Voice And Voting Rights Of Board Members
1.	Board Members
2.	Non-Voting Board Members
3.	Individual Members
605.6.	Duties And Powers
605.7.	Executive Committee
1.	Authority And Power
2.	Members
3.	Meetings And Notice
4.	Quorum
5.	Report Of Action To Board Of Directors
605.8.	Meetings Open; Executive (Closed) Sessions
605.9.	Participation Through Communications Equipment
605.10.	Regular Meetings
605.11.	Special Meetings
605.12.	Quorum
605.13.	Voting
605.14.	Proxy Vote
605.15.	Action By Written Consent
605.16.	Mail Vote
605.17.	Notices
1.	Time
2.	Information
605.18.	Order Of Business ARTICLE 606 OFFICERS
606.1.	Elected Officers And Committee Chairs
606.2.	Elections
606.3.	Eligibility
606.4.	Double Vote Prohibited
606.5.	Offices Combined Or Split
1.	Office Held By Two Persons
2.	Offices Combined
606.6.	Terms Of Office
1.	Term Of Office
2.	Commencement Of Term
3.	Consecutive Terms Limitation
606.7.	Duties And Powers
1.	General Chair
1.	
2.	President
3.	Administrative Vice-Chair 4.. Senior Vice-Chair
5.	Age Group Vice-Chair
6.	Secretary
7.	Treasurer
8.	Athlete Representatives
9.	Coach Representatives
10.	Officials Chair
11.	Finance Vice-Chair
12.	Safe Sport Coordinator
13.	At-Large Board Members
14.	SE Delegates To USA Swimming House Of Delegates
606.8.	Resignations
606.9.	Vacancies And Incapacities
1.	Office Of General Chair
2.	Offices Of Athlete Or Coach Representative
3.	Other Offices
4.	Determination Of Vacancy Or Incapacity
606.10.	Officers' Powers Generally
1.	Authority To Execute Contracts, Etc
2.	Additional Powers And Duties
3.	Delegation
4.	Assistant And Deputy Officers
606.11.	Depositories And Banking Authority
1.	Depositories, Etc.
2.	Signature Authority

ARTICLE 607 DIVISIONS, COMMITTEES AND COORDINATORS

607.1.	Divisional Organization And Jurisdictions, Standing Committees And Coordinators
1.	Administrative Division
2.	Age Group Division
3.	Senior Division
4.	Finance Division
5.	Athletes Division
6.	Coaches Division
607.2.	Non-Officer Chairs And Their Committees; Coordinators
1.	Elected, Ex-Officio And Appointed Non-Officer Chairs
2.	Duties And Powers Of Non-Officer Chairs And Coordinators
607.3.	Members And Ex-Officio Members Of Standing Committees
607.1.	
1.	Athletes Committee
2.	Finance Committee
3.	Coaches Committee
4.	Officials Committee
5.	Personnel Committee
6.	Technical Planning Committee
607.4.	Duties And Powers Of Standing Committees And Coordinators
1.	Athletes Committee
2.	Finance Committee
3. Officials Committee
4.	Personnel Committee
5.	Safety Coordinator
6.	Technical Planning Committee
607.5.	Duties And Powers Of Chairs And Coordinators Generally
607.6.	Duties And Powers Of Committees And Coordinators Generally
607.7.	Regular And Special Meetings
607.8.	Meetings Open; Executive (Closed) Sessions
607.9.	Voice And Voting Rights Of Division, Committee And Subcommittee Members
1.	Members
2.	Non-Voting Committee Or Sub-Committee Members
3.	Individual Members
607.10.	Action By Written Consent
607.11.	Participation Through Communications Equipment
607.12.	Quorum
607.13.	Voting
607.14.	Proxy Vote
607.15.	Notices
1.	Time
2.	Information
607.16.	Order Of Business
607.17.	Resignations
607.18.	Vacancies
607.19.	Delegation
607.20.	Application To Executive And Nominating Committees And Administrative Review Board 
607.21.	ARTICLE 608 ANNUAL AUDIT, REPORTS AND REMITTANCES
608.1.	Minutes
608.2.	Financial And Federal Tax Reports
608.3.	State And Local Reports And Filings
608.1.	
608.4.	Public Availability Of Certain Information
608.5.	Annual Audit
608.6.	Membership And Registration Reports
608.7.	Safety Reports
1.	Incident/Occurrence Reports
2.	Reports Of Injuries
3.	Safety Education
608.8.	Mailing Address
608.9.	Reports Generally

ARTICLE 609 MEMBERS' BILL OF RIGHTS

609.1	Individual Members' Bill Of Rights
609.2	Club Members' Bill Of Rights

ARTICLE 610 ADMINISTRATIVE REVIEW BOARD ORGANIZATION

610.1.	Introduction
610.2.	Administrative Review Board Organization
1.	Establishment
2.	Members
3.	Election; Term Of Office; Eligibility
A.	Election
B.	Term Of Office
C.	Eligibility
4.	Chair Elected By Board; Other Officers
5.	Meetings
6.	Participation Through Communications Equipment
7.	Quorum
8.	Resignations
9.	Incapacities And Vacancies – Determination Of Vacancy Or Incapacity
10.	Substitutions For Members
11.	Legal Advice
610.3.	General
1.	Administrative Powers
2.	Rule Making Powers
3.	Exercise Of Powers And Decisions
4.	Timeliness Of Petition
5.	Remedies and Penalties

ARTICLE 611 ORGANIZATION, AMENDMENT OF BYLAWS AND DISSOLUTION

611.1.	Non-Profit And Charitable Purposes
611.2.	Dedication Of Assets, Etc.
611.3.	Amendments
611.4.	Dissolution

ARTICLE 612 INDEMNIFICATION

612.1.	Indemnity
612.2.	Exclusion
612.3.	Indemnified Persons
612.4.	Extent Of Indemnity
612.5.	Successors, Etc.

ARTICLE 613 PARLIAMENTARY AUTHORITY

613.1.	Robert's Rules
613.2.	Voice And Vote
613.3.	Special Rules Of Order

ARTICLE 614 PERMANENT OFFICE AND STAFF

614.1.	Permanent Office
614.2.	Staff
614.3.	Appropriations

ARTICLE 615 MISCELLANEOUS

615.1.	Effect Of State Law Changes (Severability)
615.2.	Fiscal Year
615.3.	Tax Status; Interpretation Of Bylaws

ARTICLE 616 DEFINITIONS, CONVENTIONS AND RULES OF INTERPRETATION

616.1.	Conventions And Rules Of Interpretation
1.	Terms Generally
2.	Capitalized Titles
3.	Principal Rule Of Interpretation
1.	
4.	Rule Of Interpretation Applicable To Article 610
5.	Notice Deemed Given; Writings Deemed Delivered; Last Known Address
A.	Notice By Mail
B.	Notice By Fax Or Email
C.	Notice By Telephone
D.	Last Known Address
6.	Time Period Convention
7.	Waiver Of Notice Convention

616.2 DEFINITIONS

AMENDED AND RESTATED BYLAWS OF SOUTHEASTERN SWIMMING, INC.

Amended to incorporate legislation adopted by the House of Delegates of USA Swimming in September, 2013

ARTICLE 601 - NAME, OBJECTIVES, TERRITORY AND JURISDICTION

601.1	Name
The name of the corporation shall be Southeastern Swimming, Inc. (“SE”).

601.2	Objectives
The objectives and primary purpose of SE shall be the education, instruction and training of individuals to develop and improve their capabilities in the sport of swimming. SE shall promote swimming for the benefit of swimmers of all ages and abilities, in accordance with the standards, rules, regulations, policies and procedures of FINA, USA Swimming, and SE and its Articles/Certificate of Incorporation.

601.3	Geographic Territory
The geographic Territory of SE is as set forth in Article 603 of the USA Swimming Rules and Regulations. The State of Tennessee, the State of Alabama except Chambers and Russell counties, and that portion of the State of Florida west of the Apalachicola River, excluding Gulf County.

601.4	Jurisdiction
SE shall have jurisdiction over the sport of swimming as delegated to it as a Local Swimming Committee by USA Swimming to support swimming programs consistent with SE's objectives and those of USA Swimming and to sanction, approve, observe and oversee competitive swimming events within the Territory, its Region and its Zone (as those terms are defined in Part Six of the USA Swimming Rules and Regulations). SE shall discharge faithfully its duties and obligations as a Local Swimming Committee of USA Swimming in accordance with these Bylaws, the USA Swimming Rules and Regulations and all applicable policies and procedures.

ARTICLE 602 - MEMBERSHIP

602.1.	Members
The membership of SE shall consist of the following:

1.	Group Members
1.	
Group Members are organizations operating in the Territory which have, upon application, been granted membership in USA Swimming and SE and paid the fees established by USA Swimming and SE pursuant to Article 603 hereof. An organization may be denied membership for failure to satisfy the criteria for membership or for any reason for which a Group Membership could be terminated. Any denial of membership may be appealed to the Zone Board of Review. An organization's status as a Group Member is subject to its continued satisfaction of the criteria for membership and compliance with its responsibilities under these Bylaws, the USA Swimming Rules and Regulations, the rules, regulations, policies, procedures and code of conduct of SE and USA Swimming and may be terminated by a decision of the Zone Board of Review or the National Board of Review. Except for Affiliated Group Members, Group Members in good standing shall be entitled to participate in the program of swimming conducted by SE, and competitions sanctioned or approved by USA Swimming, in accordance with Section 609.2.

A.	Club Members
A Club Member is an organization, which is in good standing as a Group Member of SE and USA Swimming, has athletes and coaches and participates in the sport of swimming. All athletes and coaches of the organization must be Individual Members in good standing of SE and USA Swimming.

B.	Affiliated Group Members
An Affiliated Group Member is an organization which supports the sport of swimming and the objectives and programs of SE and USA Swimming, which is in good standing as a Group Member of SES and USA Swimming, but which does not have athletes and coaches who all are Individual Members of SE and USA Swimming.

C.	Seasonal Club Members
A Seasonal Club Member is an organization which has joined SE and USA Swimming for one or two periods not longer than 150 days each in a registration year and is in good standing as a Group Member of SE and USA Swimming. All Seasonal Club Member coaches must be Coach Members in good standing of SES and USA Swimming. All athlete members of seasonal clubs must be Seasonal Athlete or Athlete Members in good standing of SES and USA Swimming.

2.	Individual Members
Individual Members are individuals involved in the sport of swimming in the Territory who have, upon registration, been granted membership in USA Swimming and SE and paid the dues established by USA Swimming and SE pursuant to Article 603 hereof. An individual may be denied membership for failure to satisfy the criteria for membership or for any reason for which an Individual Membership could be terminated. Any denial of membership may be appealed to the Zone Board of Review. An individual's status as an Individual Member is

subject to the Individual Member's continued satisfaction of the criteria for membership and compliance with the individual's responsibilities under these Bylaws, the USA Swimming Rules and Regulations, the rules, regulations, policies, procedures and codes of conduct and ethics of SE and USA Swimming and may be terminated by a decision of the Zone Board of Review or the National Board of Review. Except for Affiliated Individual Members and Life Members, Individual Members in good standing shall be entitled to participate in the program of swimming conducted by SE, and competitions sanctioned or approved by USA Swimming, in accordance with Section 609.1.

A.	Athlete Members
An Athlete Member is an individual who participates or competes in the sport of swimming and is in good standing as an Individual Member of SE and USA Swimming.

B.	Coach Members
A Coach Member is an individual, whether or not affiliated with a Group Member, who has satisfactorily completed all safety and other training required by SE and/or USA Swimming and who is in good standing as an Individual Member of SE and USA Swimming. Any individual desiring to act in any coaching capacity at any competition sanctioned by USA Swimming must be a Coach Member in good standing of SE and USA Swimming.

C.	Active Individual Members
An Active Individual Member is an individual other than a Coach Member or an Athlete Member who is a trainer, manager, official, meet director, marshal, Board Member, At- Large House Member, officer, coordinator or committee chair or committee member of SE or a Group Member Representative or alternate and any other individual desiring to participate in the sport of swimming and who is in good standing as an Individual Member of USA Swimming and SE.

D.	Seasonal Athlete Members
A Seasonal Athlete Member is an individual who participates or competes in the sport of swimming and has joined for one or two periods of time not longer than 150 days each in a registration year and is in good standing as an Individual Member of SE and USA Swimming.

E.	Affiliated Individual Members
An Affiliated Individual Member is an individual interested in the objectives and programs of SE who resides, formerly resided, or formerly participated in the sport of swimming in the Territory and who is in good standing as an Individual Member of SE and USA Swimming.

F.	Life Members
A.	
A Life Member is an individual who is a life member of USA Swimming and who resides, formerly resided or participated in the sport of swimming in the Territory and who is in good standing as a member of SE and USA Swimming.

3.	Membership A Privilege Not a Right
Membership in SE and USA Swimming is a privilege and shall not be interpreted as a right. Membership (including a Life Membership) may be terminated by the Zone Board of Review or the National Board of Review for any violation of a member's responsibilities under Section
602.2 for any of the reasons set forth in Article 404.1.3 of the USA Swimming Rules and Regulations or for any other reason determined by the Zone Board of Review or National Board of Review to be in the best interests of the sport of swimming, USA Swimming or SE.

602.2.	Member Responsibilities

1.	Compliance
Each Group and Individual Member shall abide by the codes of conduct and ethics, policies, procedures, rules and regulations adopted by USA Swimming and SE, including its obligations and responsibilities set forth in these Bylaws. Each Group and Individual Member shall not take or allow to be taken, any action, or conspire with or instigate any other person to take or allow to be taken, any action that could bring the sport of swimming, SE or USA Swimming into disrepute. By applying for and accepting membership in SES and USA Swimming, each Individual Member agrees to so abide and represents, except to the extent disclosed to SE and USA Swimming, that he or she has never been convicted of a crime involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors, or similar offenses, or to have been found by a Zone Board of Review or the National Board of Review to have committed actions which would be the basis for a conviction and that she or he has never acted in a manner which might bring into disrepute SE, USA Swimming or the sport of swimming.

2.	Responsibility for Infractions
A Group Member may be held responsible for infractions of the policies, procedures, rules, regulations or codes of conduct or ethics adopted by USA Swimming or SE, including its responsibilities as set forth in these Bylaws. Infractions of a Group Member include those committed or allowed to happen by its members, representatives, officials or coaches or by athletes who are competing as representatives of the Group Member or who are competing with the Group Member as unattached swimmers. Also included are infractions committed or allowed to happen by a person instigated by the Group Member or with whom the Group Member through any of those individuals conspired. Any Individual Member may be held responsible for any infractions committed or that were allowed to happen by the Individual Member. Also included are infractions committed or allowed to happen by a person instigated by the Individual Member or with whom the Individual Member conspired.

ARTICLE 603 - DUES AND FEES

603.1.	Club Members
Every Club Member and Seasonal Club Member shall pay an annual or seasonal fee, respectively, consisting of a national club fee established by USA Swimming and a local club fee established by SE, together with any other charges, fees, etc. as may be established by SE.

603.2.	Affiliated Group Members
The Board of Directors shall establish the annual membership fees and any other charges, fees, etc., for Affiliated Group Members.

603.3.	Athlete Members
Each Athlete Member and Seasonal Athlete Member shall pay an annual or seasonal fee, respectively, consisting of a national fee established by USA Swimming and a local fee established by SE.

603.4.	Coach Members
Each Coach Member shall pay an annual fee consisting of a national fee established by USA Swimming and a local fee established by SE, together with any other charges, fees, etc. as may be established by SE.

603.5.	Active Individual Members
Each Active Individual Member shall pay an annual fee consisting of a national fee established by USA Swimming and a local fee established by SE, together with any other charges, fees, etc. as may be established by SE.

603.6.	Affiliated Individual Members
The Board of Directors shall establish the annual membership fees and any other charges, fees, etc., for Affiliated Individual Members.

603.7.	Life Members
The Board of Directors shall establish the annual or other membership fees, if any, and any other charges, fees, etc., for Life Members.

603.8.	Sanction, Approval, and Other Fees

1.	Sanction and Approval Fees
1.	
The Board of Directors shall establish reasonable fees, procedures, and documentation required of an applicant for a sanction or approval for, or observation of, a swimming competition to be conducted within the Territory.

2.	Service Charges
In addition to, or in place of, a sanction or approval fee, the Board of Directors may establish a reasonable service charge consistent with the nature of the event. For example, the service charge may be a flat amount, an amount related to the number of events swum, the number of individual swims, the number of athletes entered, the cost of equipment and pool time provided, a percentage of receipts or profits or a combination of one or more of these or other bases.

3.	Payment
Each applicant for a sanction, approval or observation shall submit with its application the fees and any service charges specified by SE. If any of the sanction or approval fees or service charges are due at a time following the submission for sanction or approval, the applicant shall promptly pay those fees or service charges to SE when due in accordance with SE fee schedule.

603.9.	Failure To Pay

1.	Group, Coach and Active Individual Member Obligations
The failure of a Group Member, Coach Member or Active Individual Member to pay dues, fees, service charges, fines or penalties imposed by SE or USA Swimming, within the time prescribed, as evidenced by a final decision (i) a court of law, and/or (ii) the Zone Board of Review or the National Board of Review, shall preclude the delinquent member from (a) participating in events sanctioned by approved by USA Swimming or SE, (b) participating in any capacity in the affairs of USA Swimming, SE or any other LSC or (c) serving as a Group Member Representative, coach, manager, official, trainer or in any other capacity with any Club Member, Seasonal Club Member, or with any group member of any other LSC until the debt is satisfied.

2.	Athlete Member Obligations
The failure of an Athlete Member or Seasonal Athlete Member to satisfy any financial obligations to USA Swimming, SE or their former LSCs, within the time prescribed, as evidenced by a final decision of (i) a court of law, and/or (ii) the Zone Board of Review, the National Board of Review, shall preclude the delinquent member from (a) competing in any competition sanctioned by USA Swimming, (b) obtaining a reportable time achieved in events swum at any USA Swimming sanctioned, approved or observed meet, (c) participating in any capacity in the affairs of USA Swimming, SE or any other LSC or (d)

practicing, exercising or otherwise participating in the activities of any Group Member or any group member of any other LSC until the debt is satisfied.

3.	Club/Individual Obligations
If a Club Member or Seasonal Club Member has secured (i) a final court judgment against an Individual Member for non-payment of financial obligations owed to the Club Member, and (ii) a final decision of the SE Board of Review or National Board of Review suspending such individual Member’s membership rights as set forth below, then until the court judgment is satisfied, the Individual Member shall not (a) compete in any competition sanctioned by USA Swimming, (b) obtaining reportable time in events swum at any USA Swimming or SE approved or observed meet, (c) participate in any capacity in the affairs of USA Swimming, SE or any other LSC or (d) practice, exercise or otherwise participate in the activities of any Group Member or any group member of any other LSC.

4.	Individual/Club Obligations
If an Individual Member has secured a final decision of (i) a court of law and/or (ii) the Zone Board of Review or the National Board of Review against a Club Member for non-payment of financial obligations (such as a refund of training fees) to the Individual Member, then until the decision or judgment is satisfied, the delinquent or offending Club Member shall be precluded from (a) participating in events sanctioned or approved by USA Swimming and (b) participating in any capacity in the affairs of USA Swimming, SE or any other LSC, including being represented in the House of Delegates by its Group Member Representative.

5.	Continued Failure to Pay; Termination of Membership
Continued failure to pay, within a reasonable period of time, within a reasonable period of time after a final decision of a court of law, the Zone Board of Review or the National Board of Review, as determined by the Zone Board of Review or the National Board of Review shall be cause for termination of membership.

ARTICLE 604 - HOUSE OF DELEGATES

604.1.	Members
The House of Delegates of SE shall consist of the Group Member Representatives, the Athlete Representatives, the Coach Representatives, the Board Members designated in Section 605.1, and the At-Large House Members.

1.	Group Member Representatives
Each Group Member in good standing shall appoint from its membership a Group Member Representative and one or more alternates for each. The appointment shall be in writing, addressed to the Secretary of SE and duly certified by the chief executive officer or Secretary of the appointing Group Member. The appointing Group Member may withdraw

one or more of its Group Member Representatives or one or more of its alternates and substitute a new Group Member Representatives or new alternates by written notice, addressed to the Secretary of SE and signed by the chief executive officer or Secretary of the appointing Group Member.

2.	Non-Athlete At-Large House Members
Up to ten (10) non-athlete members of the House of Delegates may be appointed as At- Large House members by the General Chair with the advice and consent of the Board of Directors. Non-athlete At-Large House Members shall hold office from the date of appointment through the conclusion of the annual meeting of the House of Delegates following such appointment or until their successors are appointed to the House of Delegates.

3.	Athlete Representatives
At least two (2) Athlete Representatives shall be elected, one each year for a two-year term, or until their respective successors are elected. At the time of election, the Athlete Representative must (a) be an Athlete Member or a Seasonal Athlete Member in good standing; (b) be at least sixteen (16) years of age or at least a sophomore in high school; (c) be currently competing, or have competed during the three (3) immediately preceding years, in the program of swimming conducted by SE or another LSC; and (d) have his or her place of permanent residence in the Territory and expect to reside therein throughout at least the first half of the term (other than periods of enrollment in an institution of higher education). The election of the Athlete Representatives shall be conducted annually. The balloting shall occur annually in a time and in a manner designated by the Board of Directors. The Athlete Representatives elected shall be determined by a majority of the Athlete Members and Seasonal Athlete Members in good standing and voting who are thirteen (13) years of age or older.

4.	Coach Representative
One Coach Representative shall be elected, in even numbered years for a two-year term, or until a successor is elected. The election of the Coach Representative shall be conducted during the annual meeting and determined by a majority of the Coach Members in good standing present and voting or, failing that, at a time and place and in a manner designated by the Board of Directors.

5.	Athlete At-Large House Members
A sufficient number of Athlete Members shall be appointed by the General Chair (with the advice and consent of the elected Athlete Representatives) as athlete At-Large House Members to constitute, together with the Athlete Representatives, at least 20% of the voting membership of the House of Delegates. Athlete At-Large House Members (athlete and non- athlete) shall hold office from the date of appointment through the conclusion of the annual

meeting of the House of Delegates following such appointment or until their successors are appointed to the House of Delegates.

604.2.	Eligibility
Only Individual Members in good standing shall be eligible to be elected or appointed members of, to be heard at or to vote at the House of Delegates in any capacity. Members of the House of Delegates must maintain their status as Individual Members in good standing throughout their terms of office.

604.3.	Voice and Voting Rights of Members
The voice and voting rights of members of the House of Delegates and of Individual Members shall be as follows:

1.	Group Member Representatives, Board Members, Athlete Representatives, Coaches Representatives and At-Large House Members
Each of the Group Member Representatives, the Board Members, the Athlete Representatives, the Coach Representatives and the At-Large House Members shall have both voice and one vote each in meetings of the House of Delegates.
	
	2. 	Affiliated Group Member Representatives
Group Member Representatives of Affiliated Group Members, unless entitled to vote under another provision of these Bylaws, shall have voice but no vote in meetings of the House of Delegates and its committees.

3.	Individual Members
Individual Members who are not members of the House of Delegates may attend open meetings of the House of Delegates and its committees and be heard at the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the House of Delegates.

604.4.	Duties and Powers
The House of Delegates shall oversee the management of the affairs of SE and the establishment of policies, procedures and programs. In addition to the duties and powers prescribed in the USA Swimming Code or elsewhere in these Bylaws, the House of Delegates shall:

1.	Elect the Officers and regular and alternate members of the Administrative Review Board and the committee chairs and coordinators listed in Section 606.1 in accordance with Sections 606.2 through 606.6;
1.	
2.	Elect alternates to the USA Swimming House of Delegates in accordance with Section 502.1.3 of the USA Swimming Rules and Regulations;

3.	Elect the members of the Nominating Committee;

4.	Review, modify and adopt the annual budget of SE recommended by the Board of Directors;

5.	Ratify or prospectively modify or rescind policy and program established by the Board of Directors, except any action or authorization by the Board of Directors with respect to contracts or upon which any person may have relied shall not be modified or rescinded;

6.	Establish joint administrative committees, or undertake joint activities with other sports organizations where deemed helpful or necessary by SE;

7.	Establish by resolution or the SE Policies and Procedures Manual one or more committees of its members. The committees shall have the powers and duties specified in the resolution or the SE Policies and Procedures Manual, which may include delegation of one or more of the powers and duties of the House of Delegates other than the powers to amend these Bylaws or remove Board Members and other elected officers;

8.	Amend the Bylaws of SE in accordance with Section 611.3; and

9.	Remove from office any Board Members, members of the Administrative Review Board, or committee chairs or members or coordinators who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Zone Board of Review for any of the reasons set forth in Article 404.1.3 of the USA Swimming Rules and Regulations. However, no Board Member, Administrative Review Board member or elected committee chair or coordinator may be removed without receiving written notice by the Secretary or other officer designated by the House of Delegates specifying the alleged deficiency in the performance of the member’s responsibilities or specific official duties or other reason and an opportunity to respond in writing within twenty (20) days to such allegations.

604.5.	Annual and Regular Meetings
The annual meeting of the House of Delegates of SE shall be held in October of each year. At least once during each year regular meetings of the House of Delegates shall be held in accordance with a schedule adopted by the House of Delegates or the Board of Directors.

604.6.	Special Meetings
Special meetings of the House of Delegates may be called by the Board of Directors or the General Chair. Should the Board of Directors or the General Chair fail to call the annual or scheduled regular meetings or should a special meeting be appropriate or helpful, a meeting of the House of Delegates may be called by a petition signed by at least five (5) members of the House of Delegates or by at least three (3) Board Members. Such meetings shall be called within three (3) weeks of receipt of the petition with proper notice of the meeting being given.

604.7.	Meeting Location and Time
All meetings of the House of Delegates shall take place at a site within the Territory. The House of Delegates or the Board of Directors shall determine the location and time of all meetings of the House of Delegates.

604.8.	Nominating Committee
1. Members of Nominating Committee; Election
The Nominating Committee shall comprise not fewer than five (5) Individual Members with a sufficient number of athletes so as to constitute at least twenty percent (20%) of the voting membership of the Committee The Nominating Committee members shall be elected biennially by the House of Delegates and will serve until their successors are elected. If the House of Delegates does not act in a timely fashion the Board of Directors shall elect a Nominating Committee to serve until their successors are elected.  A number greater than five (5) may be designated from time to time by either the House of Delegates or the Board of Directors.  Each Nominating Committee member shall be a member of the House of Delegates and no more than two (two-fifths if there are more than five (5) members of the Nominating Committee) shall be Board Members or Executive Committee members. Section 606.3 shall apply to members of the Nominating Committee but service as the immediate past General Chair shall not be counted for that purpose. If any member of the Nominating Committee resigns or otherwise becomes unable to participate in its affairs, the General Chair, with the advice and consent of the Board of Directors, shall appoint a successor to serve until the next meeting of the House of Delegates. In no case shall the General Chair serve on the Nominating Committee.

2. Chair Elected by Nominating Committee
The Chair of the Nominating Committee shall be elected annually by a majority vote of the members of the Nominating Committee present at a meeting called promptly after the members are elected or appointed.

3.	Duties of Nominating Committee
A slate of candidates for election as the officers, At-Large Board Members, or committee chairs or coordinators and the regular and alternate members of the Administrative Review Board to be elected at the next annual meeting shall be prepared by the Nominating Committee. The Nominating Committee may in its discretion nominate a slate of one person for each position to be filled or may nominate more than one candidate for one or more of the positions. The Nominating Committee shall also nominate a slate of candidates for the Nominating Committee to be elected at the last regularly scheduled meeting before the next annual meeting of the House of Delegates.

4.	Publications of Nominations
Nominations by the Nominating Committee shall be published by distributing a slate of candidates together with the positions for which they have been nominated to each member of the House of Delegates and to each Club Member not less than twenty (20) calendar days prior to the election. This notice may be combined with the notice of the meeting pursuant to Section 604.14.1 where convenient. See Section 616.1.5 for the methods which may be used for the distribution.

5.	Additional Nominations
Additional nominations may be made from the floor of the House of Delegates by any member of the House of Delegates eligible to vote.

6.	Meetings and Notices
Meetings of the Nominating Committee shall take place at a site within the Territory when called by the Chair or any three (3) members of the Committee with a minimum of six (6) days’ notice required. Pertinent provisions of Sections 607.5 through 607.10 also shall apply to the Nominating Committee's meetings and notices.

7.	Quorum
A quorum for any meeting of the Nominating Committee shall consist of not fewer than four (4) members. The committee shall act by a majority vote of its members voting in any meeting at which a quorum is present. If the Nominating Committee is larger than five members, the quorum shall be adjusted to maintain the quorum at or above 4/5ths of the membership.

604.9.	Meetings Open; Executive Sessions

1.	House of Delegates
House of Delegates meetings shall be open to all members of SE and USA Swimming. Issues pertaining to personnel, disciplinary action, legal, tax or similar affairs of SE shall be

deliberated and decided in a (closed) executive session that only House of Delegates members may attend. By a majority vote on a motion of a question of privilege, the House of Delegates may decide to go into executive (closed) session on any matter deserving of confidential treatment or of personal concern to any member of the House.

2.	House of Delegates Committees
All meetings and deliberations of the Nominating Committee shall be conducted in executive (closed) session. Meetings of all other committees established by the House of Delegates shall be open to all members of SE and USA Swimming unless otherwise provided by the House of Delegates resolution creating the committee or by a vote of the committee as provided by the rules of the Parliamentary Authority.

604.10.	Quorum
A quorum of the House of Delegates shall consist of those members present and voting.

604.11.	Voting
Except as otherwise provided in the SE Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the House of Delegates shall be determined by a majority vote. A motion or order calling for the removal of a member of the Administrative Review Board pursuant to Section 604.4.10 shall be determined by a two-thirds vote after at least fourteen (14) days’ notice. See also Section 611.3 regarding amendment of these Bylaws.

604.12.	Proxy Vote
Voting by proxy in any meeting of the House of Delegates shall not be permitted.

604.13.	Mail Vote
Any action which may be taken at any regular or special meeting of the House of Delegates, except elections, removals of Board Members, members of the Administrative Review Board, elected committee chairs or coordinators and amendments of these Bylaws, may be taken without a meeting. If an action is taken without a meeting, the Secretary or his designee, shall distribute a ballot to every member of the House of Delegates entitled to vote on the matter. The ballot shall set forth the propose action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section 604.15.1) within which to return the ballot to the Secretary. Action by ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.

604.14.	Order of Business
At all meetings of the House of Delegates the following shall be included in the order of business to the extent applicable. The order in which the various subjects are taken up may be varied.

Roll Call
Reading, correction and adoption of minutes of previous meeting Presentation and approval of the annual budget
Presentation and approval of the annual audit pursuant to Section 608.5, when applicable Unfinished (old) business
Elections New business
Reports of officers
Reports of committees and coordinators Resolutions and orders
Adjournment

604.15.	Notices

1.	Time
Not less than twenty (20) days’ notice shall be given to each member of the House of Delegates and each Group Member for any annual, regular or special meeting of the House of Delegates, and not less than twenty (20) days’ notice shall be given to each member of the House of Delegates of any proposed amendment of the Bylaws or Policies. Not less than thirty (30) days’ notice shall be given to the General Chair and Secretary of proposed Bylaws and Policy amendments that do not originate from the Board of Directors. The General Chair shall submit any proposals received to the Board of Directors for Review, and the Secretary shall give thirty (30) days’ notice to each member of the House of Delegates.  See Section 616.1.5 for the various permitted forms of notice.

2.	Information
The notice of a meeting shall contain the time, date and site. For special meetings of the House of Delegates, the expected purpose (which may be general) of the meeting shall be stated. If an expected purpose is the amendment of the Bylaws, a copy of the proposed amendment shall be included in the notice. Failure to have included in the notice any germane amendments subsequently adopted by the House of Delegates at the noticed meeting shall not be the basis for any claim that the amendments as so adopted are invalid.

ARTICLE 605 - BOARD OF DIRECTORS

605.1.	Members
The Board of Directors shall consist of the following officers, committee chairs, coordinators and representatives of SE, together with those additional members designated in Sections 605.2 and 605.3
1.	General Chair
2.	President
1.	
3.	Administrative Vice-Chair
4.	Senior Vice-Chair
5.	Age Group Vice-Chair
6.	Secretary
7.	Treasurer
8.	Coaches Representative (Technical Planning)
9.	Athlete Representatives 
10.	At-Large Board Members
11.	Ex-Officio Board Members
12.	Finance Vice-Chair
13.	Officials Chair (Rules and Regulations Chair)
14.	 Safety Coordinator
15.	Safe Sport Coordinator

605.2.	Appointed Board Members

1.	Athlete Members - With the advice of the Athlete Representatives and consent of the Board of Directors, the General Chair shall appoint sufficient Athlete Members to the Board such that athlete representation on the Board comprises no less than twenty percent (20%) of the voting membership.

2.	At-Large Members: The General Chair with the advice and consent of the Board of Directors may appoint up to five (5) additional non-athlete members.

605.3.	Ex-Officio Members
The following persons shall be ex-officio members of the Board of Directors during the time period in which they meet the defined status:
1.	The Immediate Past General Chair of SE, if an Individual Member in good standing;
2.	Members of the USA Swimming Board of Directors who are Individual Members in good standing; and
3.	USA Swimming Committee Chairs who are Individual Members in good standing.

605.4.	Limitations
		1.	No more than three (3) members or coaches of any Club Member or Affiliated Group Member shall serve on the Board of Directors at any time. This limitation shall be applied separately as to Athlete Members and other Individual Members.
		2.	Notwithstanding anything in these Bylaws to the contrary, no employee of the LSC may serve as a voting member of the Board of Directors. 

605.5.	Voice and Voting Rights of Board Members
The voice and voting rights of Board Members and Individual Members shall be as follows:

1.	Board Members
Each Board Member, other than the Ex-Officio members (See Sections 605.2 and 605.3) shall have both voice and vote in meetings of the Board of Directors and its committees.

2.	Non-Voting Board Members
Unless entitled to vote under another provision of these Bylaws, the ex-officio members and the At-Large Board Members shall have voice but no vote in meetings of the Board of Directors and its committees.

3.	Individual Members
Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the Board of Directors or its committees.

605.6.	Duties and Powers
The Board of Directors shall act for SE and the House of Delegates during the intervals between meetings of the House of Delegates, subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission, except that it shall not remove a Board Member, an Administrative Review Board member or other person elected by the House of Delegates or amend these Bylaws. In addition to the powers and duties prescribed in the USA Swimming Rules and Regulations or elsewhere in these Bylaws, the Board of Directors shall have the power and it shall be its duty to:

1.	Establish and direct policies, procedures and programs for SE;

2.	Oversee the conduct by the officers and staff of SE of the day-to-day management of the affairs of SE;

3.	Confirm the appointment of additional Athlete Members and At-Large Board Members;

4.	Provide advice and consent to appointments proposed by the General Chair that require advice and consent under these Bylaws or the SE Policies and Procedures Manual.

5.	Cause the preparation and presentation to the House of Delegates of the annual budget of SE and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;
1.	
6.	Receive presentation of the annual audit report and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

7.	Call regular or special meetings of the Board of Directors or the House of Delegates;

8.	Admit eligible prospective Group Members and Affiliated Individual Members;

9.	Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of SE;

10.	Appoint other officers, agents, committees or coordinators, to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws, the SE Policies and Procedures Manual or as may be provided in the resolutions appointing them, including any powers of the Board of Directors as may be specified, except as may be inconsistent with any other provision of these Bylaws.

To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, or committee or coordinator the power to appoint any such subordinate officers, agents, or committees or coordinators and to prescribe their respective terms of office, authorities and duties; and

11.	Remove from office any officers, At-Large Board Members, committee chairs, or committee members or coordinators of SE who were appointed/elected by the Board and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Zone Board of Review for any of the reasons set forth in Article 404.1.3 of the USA Swimming Rules and Regulations. However no officer, At-Large Board Member, or committee chair or coordinator may be removed without receiving the thirty (30) days written notice specifying the alleged deficiency in the performance of the member's responsibilities or specific official duties or other reasons and an opportunity to respond in writing within twenty (20) days to such allegations. 
605.7.	Executive Committee
1.	Authority and Power
The Executive Committee shall have the authority and power to act for the Board of Directors and SE between meetings of the Board and the House of Delegates.

2.	Members
The members of the Executive Committee shall be the General Chair, who shall act as chair, Administrative Vice Chair, Senior Vice Chair, Age Group Vice Chair, Secretary, Treasurer, both Athlete Representatives, and Coach Representative.

3.	Meetings and Notices
Meetings of the Executive Committee shall be held at any time or place when called by the General Chair or any three (3) members of the Committee with a minimum of three (3) days’ notice required. Pertinent provisions of Sections 607.10 and 616.15 shall apply to the Executive Committee meetings and notices.

4.	Quorum
A quorum of the Executive Committee shall consist of five (5) members of the Committee.

5.	Report of Action to Board of Directors
At the next regular or special meeting of the Board of Directors the Executive Committee shall make a report of its activities since the last Board of Director's meeting for ratification or prospective modification or rescission, provided, however, that any action of the Executive Committee upon which a third party may have relied (e.g., by signing, or authorizing the signing of a contract) may not be modified or rescinded by the Board of Directors or the House of Delegates.

605.8.	Meetings Open; Executive (Closed) Sessions
Board of Directors and Executive Committee meetings shall be open to all members of SE and USA Swimming. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed executive session which only Board Members or Executive Committee members, respectively, are entitled to attend. By  a majority vote on a motion of a question of privilege the Board of Directors or the Executive Committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors or the Executive Committee.

605.9.	Participation Through Communications Equipment
Members of the Board of Directors or the Executive Committee may participate in meetings of the Board of Directors or the Executive Committee through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each

other at the same time. Participation by such means shall constitute presence in person at a meeting.

605.10.	Regular Meetings
Regular meetings of the Board of Directors shall be held in accordance with a schedule adopted by the Board of Directors.

605.11.	Special Meetings
Special meetings of the Board of Directors may be called by the General Chair. Should the Board of Directors or the General Chair fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three (3) Board Members.

605.12.	Quorum
A quorum of the Board of Directors shall consist of a majority of the voting members.

605.13.	Voting
Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote. A motion, order or other proposal the effect of which is to override policy or program established by the House of Delegates shall be determined by a two-thirds vote after at least fourteen (14) days’ notice.

605.14.	Proxy Vote
Voting by proxy in any meeting of the Board of Directors or the Executive Committee shall not be permitted.

605.15.	Action By Written Consent
Any action required or permitted to be taken at any meeting of the Board of Directors or the Executive Committee may be taken without a meeting if all the Board Members or Executive Committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective meetings. These consents shall be treated for all purposes as votes taken at a meeting.

605.16.	Mail Vote
Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chair's appointments, or removals of officers, committee chairs and members, may be taken without a meeting. If an action is to be taken without a meeting, the Secretary or the designee, shall distribute a ballot to every Board Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time

(but in no event less than the period specified in Section 605.12) within which to return the ballot to the Secretary. Action by ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.

605.17.	Notices

1.	Time
Not less than six (6) days’ notice shall be given to each Board Member for any annual, regular or special meeting of the Board of Directors. Separate notices need not be given for regular meetings that are designated in these Bylaws or otherwise scheduled and noticed well in advance. (See Section 616.1.5 for the various permitted forms of notice and the consequences thereof)

2.	Information
The notice of a meeting shall contain the time, date and in the case of special meetings, the expected purpose, which may be general.

605.18.	Order of Business
At all meetings of the Board of Directors the following shall be included in the order of business to the extent applicable. The order in which subjects are taken up may be varied. Roll Call
Reading, correction and adoption of minutes Report of Executive Committee
Reports of officers
Reports of committees and coordinators
Presentation of the annual budget and adoption of recommendation to House of Delegates Presentation of the annual audit report and adoption of its recommendation to the House of Delegates
Advice and Consent to Appointments Unfinished (old) business
New business
Approval of applications for Group Membership Elections
Resolutions and orders Adjournment

ARTICLE 606 - OFFICERS

606.1.	Elected Officers and Committee Chairs
606.1.	
The Officers, and Committee chairs and Coordinators who shall be elected by the House of Delegates are:

1.	General Chair

2.	President

3.	Administrative Vice-Chair

4.	Senior Vice-Chair

5.	Age Group Vice-Chair

6.	Secretary

7.	Treasurer

8.	Finance Vice-Chairperson

606.2.	Elections
The House of Delegates, at its annual meeting, shall elect the Administrative Vice-Chair, the Age Group Vice-Chair, and the Treasurer, the Central Administrative Review Board member, one At-Large Administrative Review Board Member, and two alternate Administrative Review Board members in even numbered years; and the General Chair, the Secretary, the Senior Vice-Chair, the Finance Vice-Chair and the President, the East District Administrative Review Board member, the South District Administrative Review Board member, the West District Administrative Review Board member, and one alternate Administrative Review Board members in odd numbered years.

606.3.	Eligibility
Only Individual Members in good standing shall be eligible to hold office and must maintain their eligibility throughout their term of office.

606.4.	Double Vote Prohibited
An Individual Member entitled to vote in the House of Delegates by virtue of holding a position in SE may not also vote as a Group Member Representative in the House of Delegates.

606.5.	Offices Combined or Split

1.	Office Held by Two Persons
1.	
Any office other than General Chair, Treasurer, and Finance Vice-Chair may be held jointly by two Individual Members. This may be accomplished by the Nominating Committee nominating two Individual Members to serve as co-officers or by the House of Delegates electing two at the time of election. In the case of the Administrative Vice-Chair, the House of Delegates at the time of election shall designate one to be the successor to the General Chair; if no such designation is made, then the person with the longer tenure in such office or as a Board Member shall serve as the successor.

2.	Offices Combined
Any office other than General Chair may be combined with any other office except that the offices of Finance Vice Chair and Treasurer may not be combined. This may be accomplished by the Nominating Committee nominating single Individual Member to serve simultaneously as two officers or by the House of Delegates so electing at the time of election.

606.6.	Terms of Office

1.	Term of Office
The terms of office of all elected members of the Board of Directors shall be two years.

2.	Commencement of Term
Each person elected to a position shall assume office upon election and shall serve until a successor takes office.

3.	Consecutive Terms Limitation
No Individual Member who has been elected by the House of Delegates and served four (4) successive years shall be eligible for re-election to the same position until a lapse of two years. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive terms limitation.

606.7.	Duties and Powers
The duties and powers of the officers and other Board Members shall be to attend and participate in all meetings of the House of Delegates and the Board of Directors and as follows:

1.	General Chair
The General Chair shall oversee and have general charge of the management, business, operations, affairs and property of SE, and general supervision over its officers and agents; shall call meetings when and where deemed necessary; shall preside at all meetings; and, except as otherwise provided in these Bylaws and with the advice and consent of the Board of  Directors,  shall  appoint  committee  chairs  and  members  for  standing  and     special

committees or coordinators as may be necessary to permit SE to effectively, efficiently and economically conduct its affairs. The General Chair shall report to the Board of Directors all matters within the General Chair's knowledge that the Board of Directors should consider in the best interests of SE.

2.	President
Duties will be determined by the Board of Directors.

3.	Administrative Vice-Chair
The Administrative Vice-Chair shall conduct meetings in the absence of the General Chair and, at the request of the General Chair or in the event of the disability of the General Chair, shall perform all of the duties of the General Chair, and when so acting shall have all of the powers of the General Chair. The Administrative Vice-Chair shall chair, and have general charge of the business, affairs and property of the division that administers SE business and affairs. The Administrative Vice-Chair shall aid in the development of policy and the coordination of the activities of the officers and committees within the division internally and with other divisions, and committees and coordinators. The Administrative Division shall be responsible for the creation and maintenance of SE Policies and Procedures Manual. The Administrative Vice-Chair shall be responsible to see that the Coach Representative elections are held in accordance with these Bylaws.

4.	Senior Vice-Chair
The Senior Vice-Chair shall chair and have general charge of the affairs and property of the Division or Committee that develops and conducts the senior swimming program of SE including meet management for all senior swimming meets sponsored by SE. The Senior Vice-Chair serves as liaison to the Athlete Representatives, and Athlete Committee, and shall be responsible to see that the Athlete Representatives elections are held in accordance with these Bylaws.

5.	Age Group Vice-Chair
The Age Group Vice-Chair shall chair and have general charge of the affairs and property of the Division or Committee that develops and conducts the age group swimming program of SE including meet management for all age group swimming meets sponsored by SE.

6.	Secretary
The Secretary, or a delegate, shall be responsible for keeping a record of all meetings of the House of Delegates and Board of Directors, conducting official correspondence, issuing meeting and other notices and making such reports to USA Swimming as are required by Article 608 of these Bylaws and shall perform the other duties incidental to the office of Secretary. The Secretary or the staff of the SE permanent office shall be custodian of the records and the seal of SE, and attest the execution of all duly authorized instruments. The Secretary shall cause to be kept at SE's  permanent  office  copies  of all minutes,   official

correspondence, meeting and other notices, and any other records of SE. The Secretary’s custody of the minute books and other records shall be as a fiduciary for SE and shall end when the Secretary leaves office and shall pass them on to the successor Secretary.

7.	Treasurer
The Treasurer shall be the principal receiving and disbursing officer of SE. Except as otherwise directed by the Finance Vice-Chair, the Finance Committee, or the Board of Directors, the Treasurer shall receive all moneys, incomes, fees and other receipts of SE and pay all bills, salaries, expenses and other disbursements approved by an authorized officer, committee chair, coordinator, the Budget and Finance Committee, the Board of Directors or the House of Delegates, or required to be paid pursuant to Section 610.3.12. When authorized by the Board of Directors, income and expenses may be received and paid by a division, officer, or committee or coordinator, provided that the division, officer or committee or coordinator promptly submits to the Treasurer an itemized report, duly attested by the division, officer, or committee chair or coordinator and either within the approved budget of such division, officer, or committee or coordinator, or authorized by the Board of Directors or the House of Delegates. The Treasurer shall be a member of the Finance Committee but may not be its chairman. The Treasurer shall issue a monthly listing the current budget variances by line item, all receipts, all expenditures and the current fund and account balances for the preceding month and for the fiscal year to date, together with such other items as the Budget and Finance Committee, the General Chair or the Board of Directors may direct. The Treasurer shall also provide current monthly bank account statements to the General Chair.

The Treasurer shall:
A.	Have charge of and supervision over and be responsible for the funds, moneys, securities and other financial instruments of SE;
B.	Cause the moneys, securities and other financial instruments of SE to be deposited in the name and to the credit of SE in such institutions as shall be designated by the Board of Directors or to be otherwise invested as the Finance Vice-Chair, the Finance Committee or the Board of Directors may direct;
C.	Cause to be appropriately segregated and accounted for any endowment funds, scholarship or award funds and any similar special purpose funds or accounts;
D.	Cause the funds of SE to be disbursed by checks or drafts, automated debits or wire transfers upon the authorized depositories of SE, and obtain and preserve proper vouchers for all moneys disbursed;
E.	Cause to be kept at SE's permanent office correct books of account and other financial records of all its affairs and transactions and such duplicate books of account as the Board of Directors, the Finance Vice-Chair, the Finance Committee or the Treasurer shall determine.     The Treasurer’s custody of the books and records shall be as a fiduciary
A.	
for SE and custody and fiduciary state shall end when the Treasurer leaves office and passes them on to the successor Treasurer;
F.	Upon request and at reasonable hours cause such books or duplicates thereof to be exhibited to any member of the Board of Directors and upon application and at reasonable hours cause the monthly financial reports and the annual audited financial statement to be exhibited to any member of SE or USA Swimming;
G.	Cause SE to be in compliance with the requirements of Section 608.4;
H.	Have the power to require from the officers, committee chairs, coordinators, staff or agents of SE reports or statements giving such information as the Treasurer may determine to be appropriate or helpful with respect to any and all financial transactions of SE;
I.	Make the books and records available and otherwise fully cooperate with those conducting the annual audit of accounts of SE and cause the preparation and timely filing of all required federal, state and local tax returns, and other financial and tax reports with the applicable government official, and forward a copy of the annual financial statement and audit report and any federal tax return to the Secretary for submission to the Board of Directors and USA Swimming national headquarters in accordance with Sections
608.2 and 608.3;
J.	Have the power to appoint one or more assistant treasurers and delegate to them one or more of the Treasury functions, or parts thereof, and In general, performs all the other duties incident to the corporate treasury function.

8.	Athlete Representatives
The Athlete Representatives shall serve as the liaison between the athletes who are members of SE and the Board of Directors and the House of Delegates. The Senior Athlete Representative shall chair the Athletes Committee.

9.	Coach Representatives
The Coach Representative shall serve as a liaison between the coaches who are members of SE and the Board of Directors and House of Delegates. The Coach Representative shall chair the Coaches Committee and the Technical Planning Committee. The Coach Representative shall chair, and have general charge of the business, affairs and property of the Technical Planning Committee, which is responsible for long-range planning regarding the swimming programs conducted by SE, the continuing review and development of the SE philosophy and for advising other committees and divisions regarding the implementation of that philosophy in the context of SE’s swimming programs.

10.	Officials Chair
The Officials Chair shall chair the Officials Committee which is responsible for recruiting, training, certifying, and supervising officials for SE.  The Officials Chair shall be a referee

certified by SE and each member of the Officials Committee shall be a certified official of SE.

11.	Finance Vice-Chair
The Finance Vice Chair is the chief financial officer of SE. The Finance Vice Chair shall chair and have general charge of the affairs and property of the division that includes the Treasury function, the development and implementation of an investment program for SE’s working capital, funded reserves and endowment funds and the development and implementation of a marketing and fund-raising plan for SE. The Finance Vice Chair, with the assistance of the Finance Committee, shall prepare an annual budget for SE’s operations and present the budget for approval by the Board of Directors and the House of Delegates. In addition, the Finance Vice Chair shall cause to be conducted the audit required hereunder and shall review, or shall cause the Audit Committee to review, the annual audit report and recommend acceptance and appropriate action, if any, with regard thereto by the Board of Directors and the House of Delegates. The Finance Vice Chair is responsible for the adequacy of SE’s system of internal financial and accounting controls. The Finance Vice Chair is the chair of the Finance and Budget Committees and a member of the Personnel Committee. Together with the Treasurer, the Finance Vice Chair is ultimately responsible for SE’s compliance with Section 608.4.

12.	Safe Sport Coordinator
The Safe Sport Coordinator shall be responsible for the implementation and coordination of, and serve as the SE liaison for, the Safe Sport Program established by USA Swimming. The Safe Sport Coordinator shall be a non-athlete member in good standing, and shall work with the USA Swimming Safe Sport staff, and the USA Swimming Safe Sport Committee to implement pertinent aspects of the national Safe Sport Program within SE.  The Safe Sport Coordinator will:

A.	Serve as the primary contact for SE to coordinate and oversee the implementation of effective safe sport educational programs for all athlete members, their parents, coaches, volunteers and clubs, as provided by USA Swimming;
B.	Be trained regarding the complaint reporting structure and refer all reports of a violation of the Athlete Protection policies directly to the local club, The General Chair, the USA Swimming Safe Sport staff, and/or other appropriate authority;
C.	Participate in workshops as provided by USA Swimming, collect and share information about what USA Swimming and other LSCs are doing to promote safe sport policies, and disseminate information on LSC best practices;
D.	Serve as an information resource for SE clubs and membership, and will help to identify and connect them with local educational partners and resources;
A.	
E.	Receive feedback and suggestions on the Safe Sport policies and programs from the SE clubs and membership, and provide feedback to the USA Swimming Safe Sport Committee and Safe Sport staff; and
F.	Perform other functions as necessary in the fulfillment of USA Swimming’s continuing efforts to foster safe, healthy and positive environments for all its members.

13.	At-Large Board Members
In addition to their inherent powers all and duties as members of the Board of Directors, the At-Large Board Members shall have such powers and duties as may be delegated to them by the SE Policies and Procedures Manual, the General Chair, the Board of Directors or the House of Delegates.

14.	SE Delegates to the USA Swimming House of Delegates

A.	Officer and Representative Delegates
It shall be the duty and privilege of the General Chair, the Administrative Vice- Chair, the Age Group Vice-Chair, the Senior Vice-Chair, the Senior Athlete Representative, and the Senior Coach Representative to attend the USA Swimming annual meeting as representatives of SE and voting delegates to the USA Swimming House of Delegates.

B.	Officer Delegate Alternates
If any of the officer delegates is unable to attend, their elected alternates, if any, shall attend in their places. In the event that there are no elected alternates or the elected alternates are unable to attend, then the General Chair, with the advice and consent of the Board of Directors, shall appoint alternates who shall attend the USA Swimming annual meeting as delegates representing SE.

C.	Athlete Representative Alternates
If the Senior Athlete Representative is unable to attend the USA Swimming annual convention, the Junior Athlete Representative shall attend in his or her place. If the Junior Athlete Representative in unable to attend, the Athlete At-Large Board Member next most senior in term of office shall attend in his or her place. If seniority cannot be established or there remains no additional athlete representatives or alternates able to attend, then the General Chair, with the advice and consent of the Board of Directors, shall designate one or more Athlete Members to attend as a representative of SE.

606.8.	Resignations
Any officer may resign by orally advising the General Chair or by submitting a written resignation to the Board of Directors specifying an effective date of the resignation. In the

absence of a specified effective date, any such resignation shall take effect upon the appointment or election of a successor.

606.9.	Vacancies and Incapacities

1.	Office of the General Chair & President
In the event of a vacancy in the office of General Chair or President, or of the General Chair's temporary or permanent incapacity, the Administrative Vice-Chair shall become the Acting General Chair or President until an election can be held at the next meeting of the House of Delegates to fill the remaining term, if any, of the former General Chair, or until the General Chair cease to suffer from any temporary incapacity. While serving as Acting General Chair, the Administrative Vice-Chair shall vacate the office of Administrative Vice-Chair, except in the case of the General Chair's temporary incapacity. If the General Chair is to be absent from the Territory, the General Chair may, but is not obligated to, designate the Administrative Vice-Chair as Acting General Chair for the duration of the absence.

2.	Offices of the Athlete or Coach Representatives
In the event of a vacancy in the office of Athlete Representative or Coach Representative, or of the permanent incapacity of a person holding the office of Athlete Representative or Coach Representative, the General Chair may appoint, with the advice and consent of the Board of Directors, an Athlete Member or a Coach Member, as the case may be, to serve the remainder of the term of office or until the Board of Directors or the Athletes Committee or the Coaches Committee, as the case may be, shall elect a successor.

3.	Other Offices
In the event of a vacancy in, or permanent incapacity of the person holding, any office other than General Chair, Athlete Representative, Coach Representative or member of the Administrative Review Board, the General Chair shall appoint a successor, with the advice and consent of the Board of Directors, to serve until the next regularly scheduled meeting of the House of Delegates. In the event of a temporary incapacity, the General Chair may designate, with the advice and consent of the Board of Directors, an Individual Member to act for the incapacitated officer for the duration of the incapacity.

4.	Determination of Vacancy or Incapacity
The determination of when an office becomes vacant or an officer becomes incapacitated shall be within the discretion of the Board of Directors or the House of Delegates or in the case of an Athlete Representative or Coach Representative, the advice and consent of the Athletes Committee or the Coaches Committee, respectively. The determination as to when the General Chair is temporarily incapacitated shall be made, where the circumstances permit, by the General Chair and otherwise shall be within the discretion of the Board of Directors, subject to any subsequent action by the House of Delegates.

606.10.	Officers’ Powers Generally

1.	Authority to Execute Contracts, Etc.
The General Chair & President, Administrative Vice-Chair, and the Treasurer each may sign and execute in the name of SE deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the SE Policies and procedures Manual, the Board of Directors or the House of Delegates, except in case where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent, expressly requires two or more signatures or is required by law to be otherwise executed. Additional signing authority may be provided by standing resolutions of the Board of Directors or the House of Delegates.

2.	Additional Powers and Duties
Each officer shall have other powers and perform other duties as may be prescribed in SE 's Policies and Procedures Manual, or by the House of Delegates, the Board of Directors, the General Chair, the respective division Vice-Chair, the delegating officer or these Bylaws. The division Vice-Chairs shall have the additional duties and powers set forth in Section
607.1 and 607.5.

3.	Delegation
Officers of SE may delegate any portion of their powers or duties to another Individual Member or to a committee composed of Individual Members. In addition, the authority to sign checks, drafts, orders of withdrawal or wire transfers shall not be delegated other than by the Board of Directors. A delegation of powers or duties shall not relieve the delegating officer of the ultimate responsibility to see that these duties and obligations are properly executed or fulfilled.

4.	Assistant and Deputy Officers
The House of Delegates or the Board of Directors may by resolution or SE's Policies and Procedures Manual may create the office of deputy to one or more of the elected officers. The resolution or the Policies and Procedures Manual of SE shall define the method of election or appointment and delineate the duties and powers of the respective deputies, which may include the power to act for the officer when the officer is out of the Territory or temporarily incapacitated.

606.11.	Depositories and banking Authority

1.	Depositories, Etc.
All receipts, income, charges and fees of SE shall be deposited to its credit in the banks, trust  companies,  other  depositories  or custodians,  investment  companies  or investment

management companies as the Board of Directors may select, or as may be selected by the Finance Committee any officer or officers or agent or agents authorized to do so by the Board of Directors. Endorsements for deposit to the credit of SE in any of its duly authorized depositories shall be made in the manner determined by the Finance Committee or the Board of Directors. All funds of SE not otherwise employed shall be maintained in the banks, trust companies, other depositories or custodians, investment companies or investment management companies designated by the Finance Committee, the Board of Directors or any officer or officers or agent or agents authorized to do so by the Board of Directors.

2.	Signature Authority
All checks, drafts or other orders for the payment or transfer of money, and all notes or other evidences of indebtedness issued in the name of SE shall be signed by the General Chair, the Treasurer or other officer or officers or agent or agents of SE, and in the manner, as shall be determined by the Budget and Finance Committee or the Board of Directors.

ARTICLE 607 - DIVISIONS, COMMITTEES AND COORDINATORS

607.1.	Divisional Organization and Jurisdictions, Standing Committees and Coordinators The divisions of SE shall each be chaired by a Vice-Chair, the Senior Athletes Representative,	or	the	Coaches	Representative,	whose	respective	powers,	duties, jurisdiction and responsibilities are described in Section 606.6. Under each division Vice- Chair there are officers, committees, coordinators and direct responsibilities as follows:
1.	Administrative Division – Administrative Vice-Chair Rules and Regulations/Policy and Procedures Manual
Elections/Nomination Committee
Officials Committee 
Personnel Committee  
Safety 
Secretary
Times and Recognition Coordinator 

2.	Age Group Division – Age Group Vice-Chair Adaptive Swimming 

Age Group Program  
Camps/Clinics
Zone Team 

3.	Senior Division – Senior Vice-Chair Athlete Reimbursement
Camps/Clinics Club Development
Diversity 
Open Water 
Senior Program
Athlete Representative

4.	Finance Division- Finance Vice-Chair
Audit
Budget Finance Insurance
Swim-A-Thon
Treasurer

5.	Athletes Division - Senior Athlete Representative Athlete Representatives

6.	Coaches Division – Coach Representative Awards Programs & Recognition
Championship Meet 
Coaches Committee 
Coach Reimbursement
Technical Planning 
607.2.	NON-OFFICER CHAIRS AND THEIR COMMITTEES; COORDINATORS ELECTED, Ex-OFFICIO AND APPOINTED NON-OFFICER CHAIRS AND COORDINATORS

1.	Elected Chairs and Coordinators - As provided in Section 606.1, certain non-officer committee chairs and coordinators shall be elected by the House of Delegates. Their eligibility, terms of office, etc. shall be provided in Sections 606.3 through 606.9. These elected non-officer chairs and coordinators of SE are:
2.	Appointed Chairs and Coordinators
The chairs of all other standing committees and all other coordinators shall be appointed by the General Chair with the advice and consent of the Board of Directors and the respective division Vice-Chair. The appointed standing committee chair or coordinator shall assume office upon appointment or the date designated by the General Chair, and shall serve until sixty (60) days after the next election of a General Chair or until a successor is appointed and assumes office.

3.	Duties and Powers of Non-Officer Chairs and Coordinators

A.	Safety Coordinator
The Safety Coordinator shall be responsible for coordinating safety enhancement and training opportunities as needed, and for the dissemination of USA Swimming safety education information to all Group Members, athletes, coaches, and officials of SE. The Safety Coordinator shall develop safety education programs and policies for SE and make recommendations regarding same, and the implementation thereof, to the Senior Chair, the Administrative Vice-Chair and the Board of Directors. The Safety Coordinator shall make the reports required pursuant to Section 608.7.

607.3	Members and Ex-Officio Members of Standing Committees
Except as otherwise provided in these Bylaws or by the Board of Directors, members of each standing committee shall be appointed by the General Chair with the advice and consent of the respective division Vice-Chair and the Chair of the Committee. Athlete members of each committee shall be appointed by the General Chair with the advice of the senior athlete representative. Athlete membership is required on all committees. Athlete membership shall amount to at least twenty percent (20%) of the voting membership of the committee. The athlete committee members shall meet the same requirements as those of Athlete Representative set forth in Section 604.1.2. The division Vice-Chair shall be an Ex-Officio member (with voice and vote) of each standing committee within the respective division. The Ex-Officio members and other designated members of certain standing committees shall be as follows:

    1.	Athletes Committee - The Athletes Committee shall consist of the Athlete Representatives, the Athlete At-Large Board Members and the Athlete At-Large House Members. The Senior Athlete Representative shall be the chair of the committee.

		2.	Finance Committee - The members of the Finance Committee shall be the General Chair, the Finance Vice Chair, who shall serve as chair, the Administrative Vice Chair, and the Treasurer and a sufficient number of athletes appointed so as to constitute at least twenty percent (20%) of the voting membership of the Committee.

		3.	Coaches Committee - The members of the Coaches Committee shall consist of the Coach Representatives and such additional Coach Members as may be determined by the Coach Representatives and a sufficient number of athletes appointed so as to constitute at least twenty percent (20%) of the voting membership of the Committee. The Senior Coach Representative shall be the chair of the committee.

   4.	Officials Committee - The members of the Officials Committee shall be the Officials Chair, who shall serve as chair, and at least two other members each of whom shall be a certified official of XXSI and a sufficient number of athletes appointed so as to constitute at least twenty percent (20%) of the voting membership of the Committee.

  5.	Personnel Committee - The members of the Personnel Committee shall be the General Chair, who shall serve as chair, the Administrative Vice Chair, the Finance Vice Chair and the Senior Athlete Representative.

 6. 	Technical Planning Committee - The members of the Technical Planning Committee shall be the Technical Planning Committee Chair, who shall serve as chair, a sufficient number of athletes so as to constitute at least twenty percent (20%) of the voting membership of the Committee and at least six (6) additional members of whom at least fifty percent (50%) shall be Coach Members. The Athlete Members and the additional members shall be appointed by the General Chair with the advice and consent of the Board of Directors.

The General Chair or the respective Division Vice-Chair may appoint the specified additional members and any other members deemed appropriate or necessary for any of the foregoing standing committees, except the Athletes, Coaches and Personnel Committees. Committee members appointed pursuant to the preceding sentence shall hold their appointments at the pleasure of the appointing officer or successor.

607.4.	Duties and Powers of Standing Committees and Coordinators

1.	Athletes Committee
The Athletes Committee shall serve as the primary forum for identifying and bringing issues of Athlete Member interest and concern to the Board of Directors and House of Delegates for discussion and action. The Athletes Committee is obligated to provide athlete education and to assist in ensuring effective participation in elections of the Athlete Representatives. The Athletes Committee is authorized to conduct such events and activities with and on behalf of the athletes in SE as the committee may determine necessary or appropriate

2.	Finance Committee
The Finance Committee is authorized and obligated to consult with the officers, committee chairs and coordinators and prepare and present a proposed budget for consideration and approval by the Board of Directors and the House of Delegates. The officers, committee chairs and coordinators shall provide promptly such financial information (current and projected) and budget proposals as the Finance Committee may request. The proposed budget may contain alternatives. The Finance Committee, exclusive of the Treasurer, is authorized to, and it shall be its duty to, conduct the annual audit of the books of SE pursuant to Section 608.5 and present the results thereof to the Board of Directors and the House of Delegates.

The Finance Committee is also authorized and obligated to develop, establish where so authorized or recommend to the Board of Directors and supervise the execution of policy regarding the investment of SE's working capital, funded reserves and endowment funds, within the guidelines, if any, established by the Board of Directors or the House of Delegates. The Finance Committee shall also regularly review SE's equipment needs (both operational and office) and the various methods available to finance the acquisition of any needed equipment, make a determination of the best financing method for SE and make recommendations to the Board of Directors.

The Finance committee shall also (a) annually recommend an independent auditor to the Board of Directors, (b) review and negotiate the services to be performed by the independent auditor, (c) receive and review the audit and other reports submitted by the independent

auditor and (d) submit the audit and other reports and make recommendations to the Board of Directors with regard thereto.

3.	Officials Committee
The Officials Committee is authorized and obligated to recruit, train, test, certify, evaluate, retest, recertify and supervise officials for SE and such other activities as may be necessary or helpful in maintaining a roster of qualified, well-trained and experienced officials of the highest caliber. The Officials Committee is also authorized and obligated to issue interpretations of the competitive rules for use by officials, coaches and athletes at meets conducted within the territory of SE. Such interpretations will be issued after consultation with the USA Swimming Rules and Regulations Chair and USA Swimming Officials Chair, as appropriate.

4.	Personnel Committee
The Personnel Committee is authorized and obligated to negotiate and set wages, compensation, and other terms of employment of SE’s staff (whether employees or independent contractors) within established budgetary guidelines and policies and to review and approve the scope of duties delegated to staff.

5.	Technical Planning Committee
The Technical Planning Committee shall be responsible for long-range planning for the swimming programs conducted by SE, for advice regarding the technical aspects of those programs and provide advice to the Age Group and Senior Committees as to the technical aspects of the age group and senior championship meets.

607.5.	Duties and Powers of Chairs and Coordinators Generally
The duties and powers of the General Chair, the Division Vice- Chairs, Committees or subcommittees (in addition to those provided elsewhere in these Bylaws) and, when applicable, Coordinators shall be as follows:

1.	Preside at all meetings of the respective division, committee or subcommittee;

2.	See that all duties and responsibilities of the coordinator or the respective division, committee or sub-committee in his charge are properly and promptly carried out;

3.	Appoint such committees or sub-committees as may be necessary to fulfill the duties and responsibilities of the coordinator or division or committee, respectively;

4.	Communicate with the respective division, coordinator, committee or subcommittee members to keep them fully informed;

5.	Keep the General Chair, the respective division Vice Chair or committee chair and the SE permanent office informed of the respective coordinator, division, committee or subcommittee actions and recommendations;

6.	Appoint a member as secretary of the division, committee or subcommittee charged with taking minutes of each meeting and forward reports or minutes of all meetings to the SE permanent office;

7.	Refer to the Board of Directors any recommendation for action which would establish or change policies or programs for SE, except as otherwise provided in these Bylaws or by the Board of Directors; and

8.	Perform the other specific duties listed in SE's Policies and Procedures Manual or as may be delegated by the General Chair, the respective division Vice Chair or committee chair, the Board of Directors or the House of Delegates.

607.6.	Duties and Powers of Committees and Coordinators Generally
Except as otherwise provided in the Bylaws, the duties and powers of the standing committees and coordinators shall be prescribed by SE's Policy and Procedures Manual, the House of Delegates, the Board of Directors, the General Chair or the respective division Vice-Chair. Except as otherwise provided in the Bylaws, the duties and powers of any other committees or subcommittees shall be prescribed by SE’s Policies and Procedures Manual, the House of Delegates, the Board of Directors or the officer, coordinator or chair pursuant to whose powers such committee or subcommittee was created.

607.7.	Regular and Special Meetings
Regular and special meetings of divisions, committees or sub-committees of SE shall be held as determined by the respective Vice-Chair or committee or sub-committee Chair. In addition, meetings may be called where applicable by the division Vice-Chair, or committee chair or coordinator pursuant to whose authority a committee or sub-committee was established.

607.8.	Meetings Open; Executive (Closed) Sessions
Meetings of divisions, committees and sub-committees shall be open to all members of SE and USA Swimming. Matters relating to personnel, disciplinary action, legal, taxation and similar affairs shall be deliberated and decided in a closed executive session that only the respective members are entitled to attend. By a majority vote on a motion of a question of privilege a division, committee or sub-committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the division, committee or sub-committee.

607.9.	Voice and Voting Rights of Division, Committee, and Subcommittee Members
The voice and voting rights of Board Members and Individual Members shall be as follows:

1.	Members
Each division, committee and sub-committee member shall have both voice and vote in the respective meetings.

2.	Non-Voting Committee or Subcommittee Members
Unless entitled to vote under another provision of these Bylaws, the General Chair shall have voice but no vote in meetings of divisions, committees and sub-committees.

3.	Individual Members
Individual Members who are not members of the division, committee or sub-committee may attend open meetings of the division, committee or sub-committee and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in those meetings.

607.10.	Action by Written Consent
Any action required or permitted to be taken at any meeting of a division, committee or sub- committee may be taken without a meeting if all the division, committee or sub-committee members entitled to vote consent to the action in writing (electronic, fax, or hard copy) and the written consents are filed with the records of the meetings. These consents shall be treated for all purposes as a vote taken at a meeting.

607.11.	Participation Through Communications Equipment
607.4.	
Members of any division, committee or sub-committee may participate in a meeting of the division, committee or sub-committee through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

607.12.	Quorum
Except as otherwise provided in these Bylaws or in the resolution or other action establishing a committee or subcommittee, a quorum of any committee or subcommittee shall consist of a majority of the members present of the committee or subcommittee.

607.13.	Voting
Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before a division, committee or subcommittee shall be determined by a majority vote.

607.14.	Proxy Vote
Voting by proxy in any meeting of a division, committee or sub-committee of SE shall not be permitted.

607.15.	Notices

1.	Time
Except as otherwise provided in these Bylaws or the resolution or other action establishing a committee or sub-committee, not less than forty-eight (48) hours’ notice in the case of notice given by telephone and/or electronic, and six (6) days’ notice in all other cases, shall be given for any meeting of a division, committee or sub-committee of SE. Separate notices need not be given for regular meetings that are scheduled well in advance.

2.	Information
The notice of a meeting shall contain the time, date and site.

607.16.	Order of Business
At all meetings conducted under the authority of this Article, the following shall be included in the order of business to the extent applicable; the order in which subjects are taken up may be varied:
Roll Call
Reading, correction and adoption of minutes
Reports of coordinators, committees and subcommittees Unfinished (old) business
New business Resolutions and orders

Adjournment

607.17.	Resignations
Any committee or subcommittee chair or member or coordinator may resign by orally advising the General Chair or by submitting a written resignation to the Board of Directors specifying an effective date of the resignation. If such date is not specified, the resignation shall take effect upon the appointment of a successor.

607.18.	Vacancies
The determination of when the position of an appointed committee or subcommittee chair, committee member or a coordinator becomes vacant or the person becomes incapacitated, if not made by the person, shall be within the discretion of the Board of Directors. (See section 606.8 for provisions applicable to elected committee chairs and coordinators.) In the event of a vacancy or permanent incapacity the General Chair, with the advice and consent of the Board of Directors and the respective division Vice-Chair, shall appoint a successor to serve until the conclusion of the incumbent's term. A temporary incapacity may be left unfilled at the discretion of the General Chair or an appointment may be made for the duration of the temporary incapacity.

607.19.	Delegation
With the consent of the Board of Directors or the respective division Vice-Chair, a committee or subcommittee Chair or a coordinator may delegate a portion of their powers or duties to another officer of SE, or to another committee, subcommittee or coordinator, or, with the consent of the Board of Directors or the Personnel Committee, to the paid staff of SE. Notwithstanding any delegation, the ultimate responsibility for the delegated duties and obligations shall remain with the delegator.

607.20.	Application to Executive and Nominating Committees and Administrative Review Board Sections 607.5 through 607.16 shall apply to the Executive Committee, the Nominating Committee and any other committee of the Board of Directors or the House of Delegates, unless otherwise provided in these Bylaws, in the resolution creating the committee or in the SE Policy and Procedures Manual. These provisions shall also apply to Administrative Review Board meetings, but shall not apply to its hearings or deliberations.

ARTICLE 608 - ANNUAL AUDIT, REPORTS AND REMITTANCES

608.1.	Minutes
The secretary shall, within thirty (30) days after each meeting of the Board of Directors and the House of Delegates, transmit a copy of the minutes of the meeting to the respective members and to USA Swimming national headquarters.

608.2.	Financial and Federal Tax Reports
The Secretary or his designee shall forward to USA Swimming national headquarters a copy of the annual closing Balance Sheet and Statement of Income and Expense for the preceding fiscal year following completion of the audit of the accounts and internal financial controls and procedures of SE and the report thereon prepared in accordance with section 608.5, within fifteen (15) days of receipt of the audit report and shall advise USA Swimming national headquarters within thirty (30) days following acceptance by the House of Delegates. Copies of any corresponding federal income tax return required to be filed by SE under the IRS Code shall be included with the annual audit report sent to USA Swimming national headquarters.

608.3.	State and Local Reports and Filings 
The Secretary or his designee shall cause to be made all reports and non-tax filings and shall requisition from the Treasurer checks with which to pay any applicable fees required by its state of incorporation and by any other state or municipality in which it operates. 

608.4.	Public Availability of Certain Information
SE shall cause to be made available at SE’s permanent office during regular business hours to anyone requesting to see a copy of SE's federal income tax and information returns for each of the last three years, and a copy of the materials submitted by USA Swimming to include SE in USA Swimming's group exemption ruling as required pursuant to IRS Code section 6104 and any similar requirements of applicable state or local laws.

608.5.	Annual Audit
An annual audit of the accounts, books and records of SE shall be completed no later than the end of the third month following the end of its fiscal year. The audit, or review, shall be conducted by an independent auditor who shall be a certified public accountant or by the Audit Committee. The audit shall cover any federal, state or local income tax return that SE is required to file under the IRS Code or applicable provisions of state or local law, rules or regulations, the balance sheet, the statement of income and expenses, check register and bank statements and other records as is deemed appropriate. If the audit, or review, is conducted by the Audit Committee or the Finance Committee, the committee shall issue a report signed by all of its members and stating that the financial records and reports of SE have been reviewed and fairly present the financial condition of SE as of the date of the balance sheet and for the fiscal period of the statement of income and expenses and the report is true and correct to the best of the Committee's knowledge, information and belief. If the audit, or review, is conducted by an independent auditor, the report shall be in accord with generally accepted auditing practices applicable to the audit or review, as the case may be.

608.6.	Membership and Registration Reports
The Secretary or his designee, shall forward in a timely manner all required reports to the Executive Director of USA Swimming. This report shall be accompanied by a remittance of the appropriate membership and registration fees due to USA Swimming. The Secretary or his designee shall make periodic summary reports to the Administrative Vice-Chair, the Board of Directors and the House of Delegates.

608.7.	Safety Reports

1.	Incident/Occurrence Reports
An occurrence report providing all of the information requested by applicable USA Swimming form should be completed at the time of the occurrence by the meet director, officer, coach or club officer online with USA Swimming.

2.	Reports of Injuries
The Safety Coordinator shall present a report concerning swimming-related injuries within the Territory at each House of Delegates and Board of Directors meeting.

A.	House of Delegates Reports
The report to the House of Delegates shall be written and shall provide in summary form the pertinent information including whether the injured party is a member of SE and USA Swimming, the location of the occurrence and a brief description of the incident, the resulting injury and the emergency-care steps taken, together with any recommendation for action by SE and its members to reduce the likelihood of a reoccurrence and the status of that recommendation. The written report shall include a review of the pertinent statistical information provided by USA Swimming national headquarters. The Safety Coordinator is responsible for distribution of this report to each Club. A copy of each House of Delegates report shall also be sent to the USA Swimming national headquarters.

B.	Board of Directors Reports
The regular report to the Board of Directors may be a summary addressing primarily any recommendation for action by SE and its members.

3.	Safety Education
The Safety Corrdinator shall be responsible for disseminating safety information flowing from USA Swimming Headquarters and, with the assistance of the Committee members, exploring safety education opportunities and developing a safety education program tailored to SE and its members and Territory.

608.8.	Mailing Address
SE shall notify in writing USA Swimming national headquarters of any change in its regular mailing address within 14 days of the change.

608.9.	Reports Generally
SE shall make all reports and remittances to USA Swimming as specified in the USA Swimming Code or by the National Board of Directors or National House of Delegates, in such a manner and on such written forms as may be requested by USA Swimming national headquarters. The General Chair, the Secretary, and the Treasurer shall be collectively responsible for seeing that all required reports and remittances are made.

ARTICLE 609 - MEMBERS' BILL OF RIGHTS

609.1.	Individual Members’ Bill of Rights
SE, in furtherance of Article 301 of the USA Swimming Rules and Regulations, shall respect and protect the right of every Individual Member who is eligible under SE, USA Swimming and FINA rules and regulations to participate in any competition as an athlete, coach, trainer, manager, meet director or other official, so long as the competition is conducted in compliance with SE, USA Swimming and FINA requirements. Before any Individual Member is denied the right to participate in a competition, the individual shall have the right to request and have a hearing before, and a determination of, the Zone Board of Review or the National Board of Review. If the Individual Member is permitted to participate subject to a protest, a hearing and determination may take place after the competition is concluded.

609.2.	Club Members Bill of Rights
SE shall respect and protect the right of every Club Member which is eligible under SE, USA Swimming and FINA rules and regulations to participate in any competition through its athletes, coaches, trainers, managers, meet directors and other officials, so long as the competition is conducted in compliance with SE, USA Swimming and FINA requirements. Before any Club Member is denied the right to participate in a competition, the Club Member shall have the right to request and have a hearing before, and a determination of, the Zone Board of Review or the National Board of Review. If the Club Member is permitted to participate subject to a protest, a hearing and determination may take place after the competition is concluded.

ARTICLE 610 – ADMINISTRATIVE REVIEW BOARD ORGANIZATION

	INTRODUCTION - USA Swimming was organized as the National Governing Body for the sport of swimming under the Amateur Sports Act of 1978, as amended by the Ted Stevens Olympic and Amateur Sports Act of 1998, both federal laws. These laws require USA Swimming to establish and maintain provisions for the swift and equitable resolution of all disputes involving any of its members. This Article, together with Section 602.2 and Part Four of the USA Swimming Rules and Regulations, are intended to provide a mechanism for resolving in an orderly and fair way all manner and kinds of disputes that may arise among its members in connection with the sport of swimming. Accordingly, SES has established the Administrative Review Board to  hear complaints and appeals regarding administrative matters within the LSC. The Administrative  Review Board shall have no jurisdiction to hear complaints regarding conduct that may violate the USA Swimming Code of Conduct. This Article, together with Part Four of the USA Swimming Rules and Regulations, is intended to provide a fair hearing before a group of independent and impartial people.  This Article and Part Four of the Rules shall be construed accordingly.

	ADMINISTRATIVE REVIEW BOARD ORGANIZATION -

.1	ESTABLISHMENT - The Administrative Review Board of SES shall be independent and impartial.

.2	MEMBERS - The Administrative Review Board shall have at least three (3) regular members, at least one of whom shall be an athlete member, and at least one alternate member. At least three members of the Administrative Review Board shall hear each case, with a sufficient number of athlete members to constitute at least twenty percent (20%) of its membership. No hearing shall proceed without the required athlete representation. The House of Delegates may increase the number of regular or alternate members by resolution but subsequent to the adoption of these Bylaws may only decrease the number of regular or alternate members  upon the expiration of the term of office of any incumbent members.

.3	ELECTION; TERM OF OFFICE; ELIGIBILITY

A.	Election - The House of Delegates shall biennially elect regular and alternate members of the Administrative Review Board: Central District Administrative Review Board member, one At-Large Administrative Review Board Member, and two alternate Administrative Review Board members in even numbered years; the East District Administrative Review Board member, the South District Administrative Review Board member, the West District Administrative Review Board member, and one alternate Administrative Review Board members in odd numbered years.

B.	Term of Office - The term of office shall be two (2) years. Each member and alternate member shall assume office upon election and shall serve until a successor takes office.

C.	Eligibility - Each regular and alternate member of the Administrative Review Board shall be an Individual Member of SES and USA Swimming. In no case shall elected members of the Board of Directors serve on the Administrative Review Board.

.4	CHAIR  ELECTED  BY  BOARD; OTHER  OFFICERS  - The Chair  of the Administrative  Review  Board (the “Chair”) who must be a regular member, shall be elected biennially by a majority vote of the regular members of the Administrative Review Board. The Chair shall biennially appoint a Vice Chair and a Secretary of the Administrative Review Board, each of whom must be regular members.

.5	MEETINGS - The Administrative Review Board shall meet for administrative purposes as necessary, to elect the Chair, to adopt rules and procedures and to conduct other business as may be helpful or necessary to achieve the purposes of the Administrative Review Board and efficiently exercise its duties and powers. Other meetings may be called by the Chair or any two regular members. When meeting for administrative purposes, those provisions of Article 607 that are specified in Section 607.20 shall apply to the Administrative Review Board.

.6	PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of the Administrative Review Board may participate in a meeting or hearing of the Administrative Review Board, and any hearing may be conducted, in whole or in part, through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means shall constitute presence in person at such a meeting or hearing.

.7	QUORUM - A quorum for any administrative meeting of the Administrative Review Board shall be fifty percent (50%) of its regular members.

.8	RESIGNATIONS - Any regular or alternate member of the Administrative Review Board may resign by orally advising the Chair or by submitting a written resignation to the Chair, the General Chair or the Board of Directors specifying an effective date of the resignation. In the absence of a specified effective date, any such resignation shall take effect upon the appointment or election of a successor.

.9	INCAPACITIES AND VACANCIES - Determination of Vacancy or Incapacity - In the event of a vacancy in the office of the Chair, or other members of the Administrative Review Board, the LSC shall have in place reasonable written and published rules consistent with the laws of the state of incorporation of the LSC to determine when such membership on the Administrative Review Board becomes vacant or a Chair or member becomes  incapacitated. The determination as to when the Chair is temporarily incapacitated shall be made, where the circumstances permit, by the Chair and otherwise shall be within the discretion of the Administrative Review Board, subject to any subsequent action of the Board of Directors.

.10	SUBSTITUTIONS FOR MEMBER - In the event that a regular member of the Administrative Review Board is unable or unwilling to promptly act for any reason, recuses herself or himself or is disqualified in any particular circumstance, the Chair (or, if the person so unable or unwilling to act or recused or disqualified is the Chair, the Vice Chair; or failing that, the General Chair) shall appoint the alternate member or, if the alternate member is not available, a disinterested Individual Member to act in the regular member’s place and stead in respect of that circumstance.

.11	LEGAL ADVICE - Where appropriate or helpful, the Chair may consult the USA Swimming General Counsel, the Chair of the USA Swimming Rules or Officials Committees or of the Bylaws Subcommittee or an attorney (who need not be a member of SES, USA Swimming or the Administrative Review Board) retained by the Administrative Review Board or the Chair regarding any issue raised by a proceeding.

	GENERAL -

.1	ADMINISTRATIVE POWERS - The Administrative Review Board shall have the powers and the duty to:

A.	administer and conduct the affairs and achieve the purposes of the Administrative Review Board,

B.	establish policies, procedures and guidelines,

C.	elect the Chair,

D.	call regular or special meetings of the Administrative Review Board,
E.	retain attorneys, agents and independent contractors and employ those persons which the Administrative Review Board may determine are appropriate, necessary or helpful  in the administration and conduct of its affairs, and

F.	      take such action as may otherwise be appropriate, necessary or helpful in the administration and conduct of its affairs, the achievement of its purposes and the efficient exercise of its duties and powers.

.2	RULE MAKING POWERS - The Administrative Review Board shall have the power and the duty to promulgate reasonable rules and procedures consistent with the corporation laws of the LSC with respect to any matter within its jurisdiction or appropriate, necessary or helpful in the administration and conduct of its affairs. Such rules and procedures shall  have  the same force and effect as if they had been adopted as part of these Bylaws.

.3	EXERCISE OF POWERS AND DECISIONS - Except for authority and power granted to the Chair, the exercise of the authority and powers of the Administrative Review Board and the decision of matters which are the subject of a hearing shall be decided by a majority vote of the Administrative Review Board. The views of any dissenters shall be included in the record of the proceeding if requested by the dissenters.   The exercise  of  the    Administrative  Review
 Board’s authority and power shall lie solely in its discretion and the interests of justice and the sport of swimming.

.4	TIMELINESS OF PETITION - The Administrative Review Board need not exercise its jurisdiction with respect to a complaint the subject matter of which occurred, or concerns or is founded on events which occurred, more than ninety (90) days prior to the date the complaint is received. A determination not to exercise its jurisdiction as a result of the untimeliness of a complaint may be made by the Chair alone and may be the subject of a request for rehearing and, thereafter, appeal to the Zone Board of Review pursuant to Part Four of the USA Swimming Rules and Regulations.

.5	Remedies and Penalties – The SES Board of Directors shall adopt such remedies and  penalties regarding administrative matters as it deems appropriate.

ARTICLE 611- ORGANIZATION, AMENDMENT OF BYLAWS AND DISSOLUTION

611.1.	Non-Profit and Charitable Purposes
As stated in Section 601.2, SE is organized exclusively for charitable and educational purposes and for the purpose of fostering national or international amateur sports competition within the meaning of section 501(c)(3) of the IRS Code. Notwithstanding any other provision of these Bylaws, SE shall not, except to an insubstantial degree, (1) engage in any activities or exercise any powers that are not in furtherance of the purposes and objectives of SE or (2) engage in any activities not permitted to be carried on by: (A) a corporation exempt from federal income tax under such section 501(c)(3) of the IRS Code or (B) a corporation to which contributions, gifts and bequests are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code.

611.2.	Dedication of Assets, Etc.
The revenues, properties and assets of SE are irrevocably dedicated to the purposes set forth in Sections 601.2 and 611.1 of these Bylaws. No part of the net earnings, properties or assets of SE shall inure to the benefit of any private person or any member, officer or director of SE.

611.3.	Amendments
Any provision of these Bylaws not mandated by USA Swimming may be amended at any meeting of the House of Delegates by a two-thirds (2/3) vote of the members present and voting. Amendments so approved shall not take effect until reviewed and approved by the USA Swimming Rules and Regulations Committee. These Bylaws shall be deemed amended ninety (90) days after the conclusion of any annual meeting of USA Swimming at which the corresponding provisions of Part Six of the USA Swimming Rules and Regulations  are amended  (or such  later effective date established  in the amending  USA

Swimming legislation) to the extent that such amendment affects a provision required to be included herein or is itself required to be included herein, unless SE shall have requested permission of the USA Swimming Rules and Regulations Committee not to have such amendment take effect with respect to these Bylaws.

611.4.	Dissolution
SE may be dissolved only upon a two-thirds (2/3) majority vote of all the voting members of the House of Delegates. Upon dissolution, the net assets of SE shall not inure to the benefit of any private individual, unincorporated organization or corporation, including any member, officer or director of SE, but shall be distributed to USA Swimming., to be used exclusively for educational or charitable purposes. If USA Swimming is not then in existence, or is not then a corporation which is exempt under section 501(c)(3) of the IRS Code and to which contributions, bequests and gifts are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code, the net assets of SE shall be distributed to a corporation or other organization meeting those criteria and designated by the House of Delegates at the time of dissolution, to be used exclusively for educational or charitable purposes.

ARTICLE 612 - INDEMNIFICATION

612.1.	Indemnity
SE shall indemnify, protect and defend, in the manner and to the full extent permitted by law, any Indemnified Person in respect of any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of SE, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that the Indemnified Person bears or bore one or more of the relationships to SE specified in section 612.3 and was acting or failing to act in one or more of those capacities or reasonably believed that to be the case. Where specifically required by law, this indemnification shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the Indemnified Person is proper in the circumstances. SE may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnified Person against any liability that could be asserted against the Indemnified Person.

612.2.	Exclusion
The indemnification provided by this Article 612, shall not apply to any Indemnified Party whose otherwise indemnified conduct is finally determined to have been in bad faith, self- dealing, gross negligence, wanton and willful disregard of applicable laws, rules and regulations, of the USA Swimming Rules and Regulations, of the USA Swimming Code of Conduct or these Bylaws or who is convicted of a crime (including felony, misdemeanor and lesser crimes) involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors or similar offenses, or who is found by the Zone Board of Review  or

the National Board of Review to have committed actions which would be the basis for a conviction and, in each case, the otherwise indemnifiable conduct (or failure to act) was, or was directly related to, the predicate acts of the conviction or finding.

612.3.	Indemnified Persons
As used in this Article 612, "Indemnified Person" shall mean any person who is or was a Board Member, Administrative Review Board Chair, Vice-Chair, Presiding Officer or member, Group Member Representative, officer, official, coach, committee chair or member, coordinator, volunteer, employee or agent of SE, or is or was serving at the direct request of SE as a director, officer, Group Member Representative, meet director, official, coach, committee chair or member, coordinator, volunteer, employee or agent of another person or entity involved with the sport of swimming.

612.4.	Extent of Indemnity
To the full extent permitted by law, the indemnification provided in this Article shall include expenses (including attorneys' fees, disbursements and expenses), judgments, fines, penalties and amounts paid in settlement, and, except as limited by applicable laws, these expenses shall be paid by SE in advance of the final disposition of such action, suit or proceeding. If doubt exists as to the applicability of an exclusion to SE's obligation to indemnify, SE may require an undertaking from the Indemnified Person obliging him to repay such sums if it is subsequently determined that an exclusion is applicable. In the case of any person engaged in the sport of swimming for compensation or other gain, if SE determines that there is reasonable doubt as to such person's ability to make any repayment, SE shall not be obligated to make any payments in advance of the final determination. This indemnification shall not be deemed to limit the right of SE to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any Indemnified Person may be entitled under any agreement, vote of members or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

612.5.	Successors, Etc.
The indemnification provided by this Article shall continue as to an Indemnified Person who has died or been determined to be legally incompetent and shall apply for the benefit of the successors, guardians, conservators, heirs, executors, administrators and trustees of the Indemnified Person.

ARTICLE 613 - PARLIAMENTARY AUTHORITY

613.1.	Robert’s Rules
The rules in the then current edition of Robert's Rules of Order Newly Revised shall govern SE and any of its constituent  or component  parts,  committees,  etc.,  in the     conduct  of

meetings in all cases to which they apply and in which they are not inconsistent with these Bylaws and any special rules of order SE, the House of Delegates, the Board of Directors or its divisions, committees, etc., may adopt or as set forth in the next paragraph.

613.2.	Voice and Vote
Where in these Bylaws an Individual Member is described as having voice but not the right to vote, that Individual Member may participate in debate and ask pertinent questions in the discretion of the presiding officer, but may not make or second motions, orders or other proposals.

613.3.	Special Rules of Order This section reserved for future use.

ARTICLE 614 - PERMANENT OFFICE AND STAFF

614.1.	Office
SE shall maintain an office in the Territory for the storage and maintenance of the books and records and equipment of SE and for other purposes as may be determined by the House of Delegates or the Board of Directors in accordance with these Bylaws.

614.2.	Staff
SE shall retain paid staff at the SE Office as the Board of Directors may determine to be appropriate or necessary. The staff shall be under the general supervision of the General Chair and the Administrative Vice-Chair. With respect to delegated functions of the officers, committee chairs and coordinators, the staff shall be responsible to the respective officer, committee Chair or coordinator. The powers and duties of the paid staff shall be established in SE's Policies and Procedures Manual or by resolution of the Board of Directors or by delegation approved by the Personnel Committee.

614.3.	Appropriations
The Finance Committee shall include in its proposed budget a line item for the costs of SE's Office, inclusive of the compensation and benefits costs of the paid staff. Once appropriated by the House of Delegates, the Personnel Committee shall be responsible, together with the General Chair, for the administration of these funds. The compensation of the staff shall, to the extent possible, be treated as confidential.

ARTICLE 615 MISCELLANEOUS

615.1.	Effect of State Law Changes (severability)
615.1.	
If any portion of these Bylaws shall be determined by a final judicial decision to be, or as a result of a change in the law of the State of Tennessee become, illegal, invalid or unenforceable, the remainder of these Bylaws shall continue in full force and effect.

615.2.	Fiscal Year
The fiscal year of SE shall end on December 31st of each year.

615.3  Tax Status; Interpretation of Bylaws
It is intended that SE shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c) (3) of the IRS Code and to which contributions, bequests and gifts are deductible for federal income, estate and gift tax purposes under sections 170(c) (2), 2055(a) (2) and 2522(a) (2) of the IRS Code, respectively. Similarly, it is intended that SE shall have that or similar status under the applicable state and local laws as will exempt it from taxation to the maximum extent possible to the extent not contrary to applicable federal requirements. These Bylaws shall be interpreted accordingly.

ARTICLE 616 DEFINITIONS, CONVENTIONS AND RULES OF INTERPRETATION

616.1.	Conventions and Rules of Interpretation

1.	Terms Generally
Whenever the context may require, any pronoun or official title shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The singular shall include the plural and the plural shall include the singular as the context may require. Where the context permits, the term "or" shall be interpreted as though it were "and/or". Captions have been used for convenience only and shall not be used in interpreting the Bylaws.

2.	Capitalized Titles
Capitalized titles, such as Secretary or Treasurer, when appearing alone shall refer to SE positions and not to USA Swimming or another organization.

3.	Principal Rule of Interpretation
The principal substantive rule of interpretation applicable to these Bylaws is set forth in Section 615.3.

4.	Rule of Interpretation Applicable to Article 610
Article 610 shall be interpreted generously in order to achieve the intent expressed in Section 610.1.

5.	Notice Deemed Given; Writings Deemed Delivered; Last Known Address

A.	Notice by Mail
Notice given and other writings delivered by first class mail, postage prepaid, and addressed to the last address shown on the records of SE shall be deemed given or delivered upon the postmark date for all purposes under these Bylaws.

B.	Notice by Fax or Email
Notice given and writings delivered by facsimile or electronic mail shall be deemed given or delivered upon oral, telephonic, electronic or written confirmation of recipient for all purposes under these Bylaws.

C.	Notice by Telephone
Notice given by telephone shall be deemed given only when actually transmitted to the person entitled thereto for all purposes under these Bylaws. (Thus, for example, a message left on an answering machine or similar equipment or with a person other than the intended recipient shall not be notice given prior to the actual receipt by the intended recipient.)

D.	Last Known Address
For all purposes under these Bylaws, the last known address of a member of SE shall be the address given in the latest application for registration or membership in SE and USA Swimming filed with the SE Executive Secretary; or the address given in a written notice of change of residence filed with that Administrator. In all other cases the records maintained by the Secretary of SE shall be used to ascertain the last known address.

6.	Time Period Convention
In computing time periods established by these Bylaws, the initial time period (days or hours) shall not be included but the last period shall be included.

7.	Waiver of Notice Convention
Untimely or insufficient notice for any meeting held under the authority of these Bylaws shall be considered to have been waived if a member attends or participates in the meeting to which such notice referred or to which notice was lacking without, at the earliest opportunity, raising an objection of untimely or insufficient notice having been given for such meeting. If the member is a Group Member Representative, then the relevant Group Member shall be treated as having waived the untimely or insufficient notice to the same extent.

616.2.	Definitions
616.1.	
When used in these Bylaws, the following terms shall have the meanings indicated in this Section, and the definitions of such terms are equally applicable both to the singular and plural forms thereof. Where a cross reference to another Section of the Bylaws appears within a definition, the definition is qualified by the more complete definition found in that Section.   Additional definitions  applicable solely to Article 610  are set  forth in    Section
610.2.	For an additional definition applicable solely to Article 612 (“Indemnified Person”), see Section 612.3:

1.	“Active Individual Member” shall mean an individual other than a Coach Member, or an Athlete Member or a Seasonal Athlete Member who is a trainer, manager, official, meet director, marshal, Board Member, At-Large House Member, officer or committee chair or member, coordinator, or a Group Member Representative or alternate and any other individual actively participating in the affairs of SE or the sport of swimming and who is in good standing as an Individual Member of SE and USA Swimming.

2.	"Affiliated Group Member" shall mean any organization which supports the sport of swimming and the objectives and programs of SE and USA Swimming, but which does not have Athlete Members and Coach Members, which is in good standing as a Group Member of SE and USA Swimming, and which is neither a Club Member nor seasonal member of SE.

3.	"Affiliated Group Member Representative" individual appointed to represent an Affiliated Group Member in House of Delegates.

4.	"Affiliated Individual Member" shall mean any individual interested in the objectives and programs of SE who resides, formerly resided or participated in the sport of swimming in the Territory, who is in good standing as a member of SE and USA Swimming and who is not an Active Individual, Athlete or Coach Member.

5.	"Article" shall mean the principal subdivisions of these Bylaws.

6.	“Articles of Incorporation" shall mean the document filed with Secretary of State of Tennessee.

7.	"At-Large Board Member" shall mean those Board Members elected or appointed as such.

8.	"At-Large House Member" shall mean the Individual Members appointed by the General Chair, or elected by the athletes, to be at-large members of the House of Delegates.
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9.	"Athlete Member" shall mean any individual who competes or has competed during any part of the three (3) immediately preceding years in the sport of swimming and is in good standing as an Athlete Member of SE and USA Swimming. For the purposes of meeting the requirement that twenty percent (20%) of voting membership be held by athlete members, there shall be a rebuttable presumption that a non-athlete member holding dual membership as an athlete member shall only be considered as a non-athlete member.

10.	"Athlete Representative" shall mean the Athlete Member elected to represent athletes in the House of Delegates and on the Board of Directors.

11.	"Board Member" shall mean a member of the Board of Directors, including the At-Large Board Members.

12.	"Board of Directors" shall mean the Board of Directors of SE.

13.	"Administrative Review Board" shall mean the investigative and judicial body of SE established pursuant to Article 610.3.

14.	"Business Day" shall mean a calendar day which is not a Saturday, a Sunday or a legal federal or state holiday anywhere within the Territory.

15.	"Bylaws" shall mean these bylaws as adopted by, and in effect for, SE, as amended from time to time.

16.	"Club" shall mean an organization that has athletes and coaches engaged in the sport of swimming.

17.	"Club Member" shall mean any club or other organization which is in good standing as a Group Member of SE and USA Swimming and has athletes and coaches and participates in the sport of swimming. All athletes and coaches of the club or organization must be Individual Members in good standing with SE and USA Swimming.

18.	"Club Member Representative" shall mean the individual or individuals appointed to represent a Club Member in the House of Delegates pursuant to Section 604.1.1.

19.	"Coach Member" shall mean any individual, whether or not affiliated with a Group Member, who has satisfactorily completed all safety and other training required by SE and/or USA Swimming and who is in good standing as a member of SE and USA Swimming.
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20.	"Coach Representative" shall mean the Coach Member elected to represent the coaches in the House of Delegates and the Board of Directors.

21.	"Consent" shall mean a majority of those present and eligible to vote.

22.	"Executive Committee" shall mean the committee of the Board of Directors which may act for the Board of Directors between meetings.

23.	"FINA" shall mean the Federation Internationale de Natation, the international governing body for the sport of swimming.

24.	"Group Members" shall mean Club Members, Seasonal Club Members and Affiliated Group Members.

25.	"Group Member Representative" shall mean the individual appointed to represent a Group Member in the House of Delegates.

26.	"House of Delegates" shall mean the House of Delegates of SE as established by Article 604 of these Bylaws.

27.	"Immediate Past General Chair" shall mean the individual who is the immediate past General Chair of SE, except when that person became immediate past General Chair by virtue of the House of Delegates taking action pursuant to section 604.4.10, the Board of Directors taking action pursuant to section 605.6.12 or the House of Delegates failing to reelect that person to another term sought by that person. The Immediate Past General Chair shall serve for the duration of the successor General Chair's term. If the office of Immediate Past General Chair becomes vacant for any reason, including the exception set forth in the initial sentence of this definition, it shall not be filled by appointment or election, but shall remain vacant until another individual becomes Immediate Past General Chair.

28.	"Individual Members" shall mean Athlete Members, Coach Members, and Active Individual Members, and Life Members and Affiliated Individual Members.

29.	"IRS Code" shall mean the United States Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of any future United States internal revenue law, and shall, when appropriate, also include a reference to the Treasury Regulations issued thereunder.

30.	"Life Member" shall mean any individual who is a life member of USA Swimming  and  SE  and  who  resides,  formerly  resided  or  participated  in  the  sport of
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swimming in the Territory and who is in good standing as a member of SE and USA Swimming. (See Section 602.12F)

31.	"Local Swimming Committee" or "LSC" shall have the meaning ascribed thereto in the USA Swimming Rules and Regulations. SE is a Local Swimming Committee.

32.	"Member" shall mean a Group Member or an Individual Member.

33.	"National Board of Review" shall mean the Board of Review of USA Swimming established pursuant to Part Four of the USA Swimming Rules and Regulations. Where the context requires, a reference to the National Board of Review shall include a reference to the USA Swimming Board of Directors when that body is acting upon an appeal from the National Board of Review.

34.	"Nominating Committee" shall mean the committee of the House of Delegates charged with nominating candidates for elective offices of SE. (See Section 604.8)

35.	"Policies and Procedures Manual" shall mean the policies and procedures manual of SE, as amended, adopted by the Board of Directors or the House of Delegates.

36.	"Parliamentary Authority" shall mean the authority and any special rules of order designated in Article 613.

37.	“SE” shall mean the Tennessee not-for-profit corporation to which these Bylaws pertain.

38.	“SE Office” shall mean the permanent office of SE maintained in accordance with Article 614.

39.	"Seasonal Athlete Member" shall mean any individual who participates or competes in the sport of swimming and has joined for certain periods of time not longer than 150 days each in a calendar year and is in good standing as a seasonal Athlete Member of SE and USA Swimming.

40.	"Seasonal Club Member" shall mean any organization which has joined SE and USA Swimming for certain periods of time not exceeding 150 days each in a calendar year and is in good standing as a seasonal club member of SE and USA Swimming.

41.	"Section" shall mean the subdivisions of the Articles of these Bylaws.
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42.	"Senior Athlete Representative" shall mean the Athlete Representative senior in term of office or, in cases where there are more than two Athlete Representatives, the Athlete Representative designated in accordance with Section 604.1.3.

43.	"Coach  Representative"  shall  mean  the  Coach  Representative  in  term of
office.

44.	"Standing Committee" shall mean a committee of SE listed in Sections 607.1, 607.2, or 607.3.

45.	"Territory" shall mean the geographic territory over which SE has jurisdiction as a Local Swimming Committee.

46.	"USA Swimming" shall mean USA Swimming, Inc., a Colorado not-for- profit corporation which is the national governing body for the United States for the sport of swimming.

47.	"USA Swimming Board of Directors" shall mean the Board of Directors of USA Swimming.

48.	"USA Swimming House of Delegates" shall mean the House of Delegates of USA Swimming.

49.	"USA Swimming Rules and Regulations" shall mean the published rules and regulations, as adopted and amended from time to time by USA Swimming.

50.	“USA Swimming Rules and Regulations Committee” shall mean the Rules and Regulations Committee of USA Swimming created pursuant to Part Five of the USA Swimming Rules and Regulations.
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