BYLAWS
OF
TOPEKA SWIM ASSOCIATION, INC.
 
ARTICLE I Names and Offices
 
§  1. Name. The name of this organization, incorporated as a not-for-profit corporation under the laws of Kansas, is Topeka Swim Association, Inc., hereinafter referred to as Topeka Swim Association or the corporation.
 
§  2. Principal Office. The principal office for the transaction of the business of the corporation is hereby located at Capitol Federal Natatorium, Hummer Sports Park, P.O. Box 3755, Topeka, KS 66604. [As amended 3/7/05]
 
            §  3. Registered Office. The corporation, by resolution of its Board of Directors, may
change the location of its registered office as designated in the Articles of Incorporation to any other place in Kansas. By like resolution, the resident agent at such registered office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall executed, acknowledged and filed with the Secretary of State, and a certified copy thereof shall be recorded in the office of the Register of Deeds for the county in which the new registered office is located (and in the old county, if such registered office is moved from one county to another).
 
§  4. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.
 
 
ARTICLE II Objects and Purposes
 
§  1.  The objects and purposes of the Topeka Swim Association, as specified in its articles of incorporation, are: to promote and develop swimming programs for the benefit of swimmers of all ages and abilities; to educate, train, and direct the interests of such swimmers, and generally to operate solely and exclusively as a charitable, scientific, literary and educational organization.
 
§  2.  Further objectives are: to aid in the development of such components of good character as good sportsmanship, discipline of mind and body and working together as a team through competitive swimming; to provide an advanced level of swimming activity through support of a competitive swimming program which is designed to accommodate swimmers of all abilities and to provide them with the maximum opportunity to compete, including swimmers from novice through those with enough ability to compete in the Olympics; to develop physical fitness through a regular planned program of vigorous physical. [As amended 3/7/05]
 
 
 
 
 
ARTICLE III. Membership
 
§  1. Membership.  (a) Anyindividual who agrees to support the objectives and purposes of the Topeka Swim Association can become a Supporting Member. Supporting members are non-voting members and may pay dues to support the Association and receive other benefits as designated by the Board of Directors;
 
(b) Any individual or family who enrolls a child in the competitive swim programs of Topeka Swim Association is an Active Member. Active members are voting members in the Topeka Swim Association. Each family shall be entitled to only one vote. Parents or guardians of a child or children shall designate the person who shall exercise the voting right at the membership meeting;
 
(c) Memberships are not transferable;
 
(d) Each individual who becomes an active member shall continue as a member, subject to termination, suspension or resignation of such membership as provided in sections 3 and 4 of this article;
 
 [As amended 3/7/05]
 
§  2. Membership Fee. There shall be a membership fee, sometimes called dues, that shall be paid by each member in the manner and amount prescribed by resolution of the Board of Directors. Such fee schedule shall be based upon different levels of swimming ability as determined by the Head Coach.  The Head Coach shall also place children in the category most appropriate for the child’s swimming ability.  Payment of such fees and good standing with respect thereto shall be a prerequisite to be an eligible voting member and to exercise any voting rights. The membership year shall be the fiscal year of the corporation.
 
            §  3. Termination or Suspension. Members shall maintain good standing with respect to the payment of fees required by the corporation. Additionally, if any member of the corporation commits any act prejudicial to the conduct of the affairs of the corporation or the purposes for which it is formed, such member shall be notified in writing to appear personally before the Board of Directors at a designated time not less than 30 days after such notification and at such time be given a hearing. By a vote of a majority of all of the Board of Directors present and constituting a quorum at the meeting, the membership of such member may be terminated, or suspended subject to reinstatement upon such conditions as may be prescribed by the Board.
 
§  4. Resignation from Membership. Resignation from membership shall be presented to the Secretary or a membership committee, but shall not relieve any member from any liability for any dues, assessments or other obligations to the corporation which are unpaid at the time such resignation is filed, or which may arise prior to the acceptance of the resignation.
 
§  5. Fines and Penalties. Fines and penalties are not permitted. The penalty for misconduct is suspension or termination as provided in section 3 of this Article.
 
§  6. Place of Meetings. All annual meetings of the members and all other meetings of the members shall be held at the principal office of the corporation unless another place within the State of Kansas is designated either by the Board of Directors, or by the written consent of all members entitled to vote at that meeting, given either before or after the meeting and filed with the Secretary.
 
           §  7.  Annual Meetings.  (a) The Annual Meeting of the members shall be heldin April each year at the time and place determined by the Board unless the notice or consent specifies a different time. At such meeting, directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the power of the members.
 
(b)  Notice of each Annual Meeting shall be given to each member entitled to vote, either, personally or by mail or other means of written communication, charges prepaid, addressed to such member at the member's address appearing on the books of the corporation or given by the member to the corporation for the purpose of notice. If a member gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which the principal office is located. All such notices shall be sent to each member entitled thereto not less than 10 days nor more than 45 days before each annual meeting and shall specify the place, the day and the hour of such meeting, and shall statesuch other matters, if any, as may be expressly required by statute. If this bylaw as to the time and place of election of officers and other directors is changed, such notice shall be given to members at least 20 days prior to such meeting.
 
§  8.  Special Meetings.  Special meetings of the members, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or by written request to the Board by at least 20% of the eligible voting members of the corporation. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of members. Notices of any special meeting shall specify the place, day and hour of such meeting, and the general nature of the business to be transacted.
 
§  9.  Voting. Unless the Board of Directors has fixed another date, the record date for purposes of determining entitlement to vote at the meeting shall be as of the close of business on the day next proceeding the date on which the meeting is held. Such vote may be viva voce or by ballot, except that all elections for directors must be by secret ballot. Each eligible voting member family shall have one (1) votefor directors and all other matters which may properly come before the members at any annual or special meeting. .
 
§  10.  Quorum. The presence in person or by proxy of 20% of eligible voting members shall constitute a quorum for the transaction of business. The voting members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough voting members to leave less than a quorum.
 
§  11. Consent of Absentees.   Thetransactions of any meeting of members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporation records or made a part of the minutes of the meeting.
 
§  12. Proxies.  Every person entitled to vote shall have the right to do so either in person or by the Secretary, authorized by a written proxy executed by such person or such person's duly authorized agent and filed with the Secretary. Each proxy shall be executed in writing, shall be valid for a specific general or special meeting and shall be limited to casting the member's vote for the directorsdesignated by the proxy, either as part of the slate of candidates certified by the nominating committee or as designated to be nominated and voted for by the proxy. No such proxy shall be valid after the general or special meeting for which the proxy is executed or the expiration of 11 months from the date of its execution, whichever is later.
 
§  13.  Inspection of Corporate Records.  Themembership ledger, the books of account and minutes of proceedings of the members, the Board of Directors and of standing committees shall be open to inspection upon the written request of any member within 5 days of such request during ordinary business hours or by appointment if for a purpose reasonably related to the member's interests as a member. A list of members entitled to vote shall be exhibited at any reasonable time and at meetings of the members upon the request of any member. Requests for inspection of any corporate records other than at a members' meeting shall be made in writing to the Secretary.
 
§  14.  Inspection of Bylaws. The corporation shall keep in its principal office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the members at reasonable times during ordinary business hours or by appointment, upon request to the Secretary.
 
ARTICLE IV. Board of Directors
 
§  1. Powers. Subject to limitations of the Articles of Incorporation, the Bylaws and the Kansas Corporation Code as to action which shall be authorized or approved by the members, and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the conduct and affairs of the corporation shall be controlled by, the Board of Directors. Without prejudice tosuch general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:
 
(a) To adopt, amend or repeal the bylaws of the corporation; [As amended:  3/7/05]
 
(b) To select and remove all the other officers, agents and the head coachof the corporation, prescribe such powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or these Bylaws, fix their compensation, if any, and require from them security for faithful service, if deemed necessary or desirable;
 
(c) to conduct, manage and control the affairs and conduct of the corporation, and to make such rules and regulations therefore which are consistent with law, or with the Articlesof Incorporation or these Bylaws, as they may deem best,
 
(d) to change the principal office and registered office for the transaction of the conduct of the affairs of the corporation from one location to another and to fix and locate from time to time one or more subsidiary offices of the corporation within Kansas, all as provided in Article I of these Bylaws;
 
            (e) to designate any place within Kansas for the holding of any members' meeting or meetings except annual meetings;
 
(f) to adopt, make and use a corporate seal, to prescribe the forms of certificates of membership, and to alter the forms of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law;
 
(g) To borrow money and incur indebtedness for purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefore; and
 
(h) To appoint an executive committee and other committees of directors, and to delegate to such committees any of the powers and authority of the board in the management of the conduct and affairs of the corporation, except the power to adopt, amend or repeal bylaws. Any such committee shall be composed of two or more directors.
 
§  2.  Composition, Selection and Term of Office.  (a) The Board of Directors shall be comprised of seven persons, each of whom shall be a member of the Association in good standing and who shall be elected and qualified at the annual meeting of the members as hereinafter provided and who shall hold office until their successors are elected and qualified. All the directors holding office, shall hold office for their unexpired term and at the annual meeting the appropriate number of directors to fill the expired terms shall be elected for a term of two years and thereafter at each annual meeting, a total of three directors shall be elected for the terms that have expired, and four directors shall be elected to two year terms at the next annual meeting. Two additional board members may be elected who are supporting members of TSA. Election of those members shall be by majority vote of the Board of Directors. [As amended 3/7/05]
 
(b) No person shall be eligible to serve as an officer or elected or appointed member of the Board of Directors unless the person is an eligible voting member of the corporation for one and one‑half swimming seasons or six months, whichever comes first.
 
(c) Each nonvoting ex officio member of the Board of Directors designated in accordance with these Bylaws or an agreement entered into by the corporation with a municipality, county or other local government shall be appointed by the Board and shall be a nonvoting member of the Board during the termof such agreement.
 
(d) The TSA Head Coach and the Superintendent of Parks & Recreation of the City of Topeka, or their designated representatives, will serve as ex-officio members on the TSA Board. [As amended 3/7/05]
 
§  3. Nominations.  The Board of Directors shall annually appoint a Nominating Committee of three members. The majority shall be non‑directors. The Nominating Committee shall consider all available candidates for the directorships and offices to be filled by election at the next Annual Meeting of the members, and shall certify a slate of candidates to the Secretary. The Secretary shall include the slate of candidates in the notice given pursuant to Section 7 of Article III of these Bylaws. The slate so submitted shall be deemed a nomination of each person named. The committee may recommend one or more than one candidate for each vacancy to be filled. The nominations may consist of a pair of individuals who wish to jointly share the responsibilities of a position on the board. In this case one of the individuals will be listed as the primary person who will represent the pair at board meetings and the other person listed as a backup. In situations where the primary person cannot attend a board meeting, then the backup may participate with full authority of the director position. At the Annual Meeting of the members, nominations may be made by members from the floor.
 
§  4.  Vacancies.  (a) Vacancies on the Board of Directors may be filled by a majority of the remaining directors, although less than a quorum, or by a sole remaining director. If at any time, by reason of death, resignation, or other cause, the corporation shall have no directors in office, then any member may apply to the District Court for a decree summarily ordering election as provided for by the Kansas Corporation Code. Each director so elected shall hold office until the director's successor is elected at an annual or a special meeting of the members.
 
(b) A vacancy or vacancies on the Board of Directors shall be deemed to exist (1) in case of the death, resignation or removal of any director, (2) if the authorized number of directors be increased, (3) if, at any annualor special meeting of members at which any directors are to be elected, the members fail to elect the full authorized number of directors to be voted for at the meeting, or (4) if any director elected refuses to serve.
 
(c) 20 % or more of the eligible voting members of the corporation may call a meeting at any time to fill any vacancy or vacancies not filled by the directors. If the Board of Directors accepts the resignation of a director intended to take effect at a future time, the Board or the members shall have power to elect a successor to take office when the resignation is to become effective.
 
            (d) No reduction of theauthorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.
 
§  5.  Place of Meeting. Regular and special meetings of the Board of Directors shall be held at any place within Kansas which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, all meetings shall be held at the principal office of the corporation. Board meetings shall be open to attendance by the members, but no notice of any Board meeting need be given to members.[As amended 3/7/05]
 
§  6.  Other Regular Meetings.  Other regular meetings of the Board of Directors may be held without call at such time as the Board of Directors may from time to time designate in advance of such meetings. No notice of such regular meetings of the Board of Directors is required.
 
§  7.  Special Meetings.  Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or, if the President is absent or unable or refuses to act, by the Secretary or by any other director. Notice of such special meeting, unless waived by attendance at the meeting or by written consent to the holding of the meeting, shall be given by actual notice before the date of such meeting in any manner reasonable under the circumstances. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon addressed to the director at the director's residence or usual place of business.
 
§  8.  Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.
 
§  9.  Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. [As amended 3/7/05]
 
§  10. Quorum.  The number of directors necessary to constitute a quorum for the transaction of business at a meeting of the Board, except to adjourn as provided in Section 12, shall be a majority of the total number of elected directors other than the non‑voting ex officio members of the Board. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.
 
§  11. Meetings by Telephone.  Members ofthe Board of Directors of the corporation or any committee designated by such Board, may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.
 
§  12.  Adjournment.  A majority of the directors present may adjourn any meeting of the Board to meet again at a stated day and hour or until the time fixed for the next regular meeting of the Board.
 
§  13. Removal of Directors.  Removal of any director may be considered at any special meeting called for that purpose as provided at Section 8 of Article III of these Bylaws. A majority vote of the members who are entitled to vote and who are present in person at a meeting at which a quorum is present shall be required to remove a director for cause; a two thirds vote shall be required to remove a director without cause. If, prior to the vote, the director subject to removal demands a hearing, then the highest ranking director from among the remaining directors shall appoint a committee to consist of 3 members in good standing of the corporation. No director shall be a member of the committee. The meeting shall then be adjourned to a date certain, and the committee shall conduct an investigation. The director subject to removal shall be entitled to appear before the committee and be heard on the issue of removal. At the adjourned meeting, the committee shall make a report of its findings and recommendations, if any, and the matter of removal shall then be submitted to a vote of the membership.
 
ARTICLE V. Officers
 
§  1.  Officers and Terms.  The officers of the Topeka Swim Association shall be President, Vice-President, Secretary and Treasurer. Each officer shall be a member of the Board of Directors.
 
§  2.  President.  The President shall preside at all meetings of the Topeka Swim Association.  Subject to the approval of the Board of Directors, the President shall appoint the members of all committees except the Nominating Committee. The President shall preside at all meetings of the members and at all meetings of the Board of Directors. The President shall be an ex officio member of all committees, except the Nominating Committee, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
 
[           §  3.  Vice-President.  The Vice-President shall act in the absence of the President with the same power and authority and shall perform such other duties as may be assigned tothe Vice-President by the President and as assigned from time to time by the Board of Directors.
 
§  4. Secretary.  The Secretary shall keep the records and minutes of all meetings of the Topeka Swim Association, shall give notice of meetings, and shall have general custody of the records of the Topeka Swim Association.
 
§  5. Treasurer.  (a) The Treasurer or designeeshall receive, disburse and account for all of the funds of the Topeka Swim Association which shall be kept in a financial institution designated by the Board of Directors. A financial institution can be a bank, savings and loan, or other entities that offer Money Market accounts and/or mutual fund accounts or the Topeka Community Foundation.  The Treasurer shall prepare annually for presentation an accounting of thereceipts and disbursements of the Topeka Swim Association during the preceding year.
 
(b) The Treasurer shall maintain and cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and membership. The books of accounts shall at all reasonable times be open to inspection by any director. The Treasurer shall be bonded if required by the Board of Directors and shall perform such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.
 
§  6. Election and Terms of Office.  Except as provided for the first officers who are elected by the charter directors, the officers shall be elected by the members of the Board at a special meeting within 30 days of an Annual Meeting and the elected officers shall take office immediately for terms of one year or until the next election of officers. No person may hold more than one office at a time. The persons so elected to such offices may succeed themselves in their respective offices.
 
§  7.  Removal of Officer.  Any officer may be removed from office by a vote of two thirds of the directors entitled to vote thereon. The officer subject to a removal vote shall not be entitled to vote as a director. Any officer so removed from office shall continue to serve as a member of the Board of Directors unless removed in the manner provided in §IV, §13. The office shall be filled in the manner provided in Article IV, §4 as for vacancies in the Board of Directors.
 
§  8.  Resignation. Anyofficer may resign at any time by giving written notice of resignation to the President or Secretary of the corporation. If the offices of President and Secretary are both vacated, the resignation may be submitted to any other director or officer. Acceptance of any such resignation shall not be necessary to make it effective. [As amended 3/7/05]
 
§  9. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled in the same manner as is provided in Section 4 of Article IV of these Bylaws for vacancies on the Board of Directors, and the directors so appointed shall succeed to the office so vacated.
 
ARTICLE VI Miscellaneous
 
§  1.  Head Coach and Assistants.  (a) The Head Coach shall be permitted to employ such assistant coaches and on such terms as are authorized by the Board of Directors.  The Head Coach shall have such other duties as may from time to time be designated by the Board of Directors, as described in the Head Coach Job Description. 
 
[As amended 3/7/05]
 
(b) The Head Coach shall control all aspects of the swimming program respecting the swimmers, including practices and swim meets, coach schedules and the like, and shall cooperate with the Board of Directors or such committees of the Board as may be appointed for other purposes.  (S)He shall classifyswim group categories based upon swimming ability, which classifications form the basis for the member fee schedule of Article III, Section 2. The Head Coach in his sole discretion may assign a child based upon ability to a category within the classifications, subject to the limitation of Article III, Section 2. 
[As amended 3/7/05]
 
§  2.  Execution of Contracts, Deeds, Etc.  The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Except as may be specifically limited by resolution, the President shall have the continuing authority of the Board under this section. Unless so authorized by the Board of Directors, no other officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge it credit or to render it liable for any purpose in any amount, provided, however, that any deeds or other instruments conveying lands or any interest therein shall be executed on behalf of the corporation by the President or Vice‑President, if there be one, or by any agent or attorney so authorized under power of attorney or other written power which was executed on behalf of the corporation by the President or Vice‑President, or as authorized for that purpose by resolution of the Board of Directors.
 
§  3. Checks, Drafts, Deposits, Etc.  Allchecks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by the President or such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.
 
§  4. Designation of Depository Bank.  The Board of Directors shall designate, by resolution, a depository bank, savings and loan, or other financial institution, whether one or more, for the deposit of all money and funds of the corporation.
 
§  5. Non‑profit and Charitable Purposes.  (a) This corporation shall not have or exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in any activity that would prevent this corporation from qualifying (and continuing to quality) as an organization. described in section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States International Revenue law).
 
(b) The corporation shall never be operated for the primary purpose of carrying on trade or business for profit.
 
(c) This corporation is organized exclusively for charitable, religious, educational, scientific, testing for public safety, prevention of cruelty to children, or literary purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations which are described in section 501(c)(3) and exempt under section 5401(a) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
 
(d) No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these articles. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate inorintervenein (including the publishing or distribution of statements or the making of oral statements on behalf of or in opposition to such candidate) of any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the InternalRevenue Code (or the corresponding provision of any future United States Internal Revenue law).
 
(e) Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, scientific, or any other purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court in the county in which the principal office of the corporation is then located, exclusively or such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
 
§  6. Indemnification of Directors and Officers.  (a) When a person is sued, either alone or with others, because such person is or was a director or officer of the corporation, in any proceeding arising out of such person's alleged misfeasance or nonfeasance in the performance of such person's duties or out of any alleged wrongful act against the corporation or by the corporation, such person shall be indemnified for such person's reasonable expenses, including attorneys fees, incurred in the defense of the proceeding, if both of the following conditions exist: (a) the person sued is successful in whole or in part, or the proceeding against such person is settled with the approval of the Court; and (b) the Court finds that such person's conduct fairly merits indemnity.
 
(b) The amount of such indemnity that may be assessed against the corporation, its receiver or its director by the Court in the same or in a separate proceedings shall be so much of the expenses, including attorneys fees, incurred in the defense of the proceedings, as the Court determines and finds to be reasonable. Application for such indemnity may be made either by the person sued or by the attorney or other person rendering services to such person in connection with the defense, and the Court may order the fees and expenses to be paid directly to the attorney or other person, although such attorney or other person is not a party to the proceeding. Notice of the application for such indemnify shall be served upon the corporation, its receiver, or one of its directors, and upon the plaintiff and other parties to the proceeding. The Court may order notice to be given also to the members in the manner provided in these Bylaws for giving notice of members' meetings, in such form as the Court directs.
 
§  7.  Annual Report.  No annual report to members shall be required, but the Board of Directors may cause to be sent to the members reports in such form and at such times as may be deemed appropriate.
 
              §  8.  Committees.  TheBoard of Directors may from time to time, by resolution, designate one or more committees. Any such committee shall consist of one or more directors and one ormore members of the corporation.Such committee so designated may have and exercise the authorityof the Board of Directors in the of the corporation and to the extent authorized by such resolution, but the designationof such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed on the Boardor such member thereof by law.
 
§  9.  Use of Robert's Rule of Order.  The most current revision of Robert's Rules of Order shall be used for the conduct of all meetings of the members, the committees or the Board of Directors, except as otherwise provided in these Bylaws or in the Articles of Incorporation.
 
§  10. Fiscal.  The Board of Directors Shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall be from September 1 of any year to August 31 of the next year.
 
§  11. Amendment of Bylaws.  Newbylaws may be adopted or these Bylaws may be amended or repealed by the Board of Directors as provided in Section 1 of Article IV or by a majority vote of the eligible voting members who are present in person at a regular or special meeting at which a quorum is present
 
 
 
CERTIFICATE OF SECRETARY
 
I, the undersigned, do hereby certify:
 
That I am the duly elected, qualified and acting secretary of the Topeka Swim Association, Inc., a Kansas not‑for‑profit corporation, and that the foregoing Bylaws, consisting of 12 pages, constitute the amended Bylaws of the corporation, as duly adopted originally at the first meeting of the Board of Directors thereof duly held on the 29th day of April, 1991, and as amended by the Board of Directors of the corporation at a meeting thereof duly held on the 17th day of April, 1996, the 1st day of April, 2002, and the 7th day of March, 2005.
 
              In testimony whereof, I have hereunto subscribed my name on the 7th day of March, 2005.