TABLE OF CONTENTS

ARTICLE 1: NAME

ARTICLE 2: PURPOSES AND OBJECTIVES

ARTICLE 3: CLASSES OF MEMBERSHIP

ARTICLE 4: RIGHTS OF MEMBERS; VOTING

ARTICLE 5: MEETING OF MEMBERSHIP

ARTICLE 6: BOARD OF DIRECTORS AND OFFICERS

ARTICLE 7: COMMITTEES

ARTICLE 8: FINANCES

ARTICLE 9: INDEMNIFICATION

ARTICLE 10: PARLIAMENTARY RULE

ARTICLE 11: AMENDMENT OF BYLAWS

ARTICLE 12: DISSOLUTION

 

BYLAWS OF POULSBO PIRANHA SWIM TEAM BOOSTER CLUB

 

ARTICLE 1 NAME

1.1 The name of this nonprofit corporation is Poulsbo Piranha Swim Team Booster Club, doing business as “Poulsbo Piranha Swim Team” and “PPST”; hereinafter referred to as the Club.

 

1.2 The mailing address of the Club shall be: PO Box 1284, Poulsbo, Washington 98370.

 

ARTICLE 2 PURPOSES AND OBJECTIVES

2.1 The Club is a nonprofit corporation and is not organized for the private gain of any person. It is organized under the Washington Nonprofit Corporation Act (RCW Title 24) for charitable purposes. The Club is organized exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future section of any future federal tax code. The specific purpose of the Club is to:

i. Promote the health, education, and welfare of the members of the Club and in pursuance thereof, to provide the opportunity for Club members for self-improvement and advancement

without assessing undue pressures and over-expectations; ii. Create an informed membership and maximize parent participation;

iii. Facilitate the exchange of information between swimmers, coaches, parents, and the community.

 

2.2 The Club 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 Internal Revenue Code. These Bylaws shall be governed by the laws of the State of Washington. Any provision prohibited by law or otherwise unenforceable shall not affect the remaining provisions of these Bylaws. In the event any provision of these Bylaws conflicts with Sections 501(c)(3), 509(a)(1) or 509(a)(2) of the Internal Revenue Code, or of any regulations promulgated thereunder, those Code Sections and regulations shall govern. In the event any provision of these Bylaws conflicts with any rules or regulations promulgated by an international, national, or regional organization that has jurisdiction over the Club (e.g., FINA, USA Swimming, Pacific Northwest Swimming) the rules and regulations of the higher authority having jurisdiction shall govern.

 

ARTICLE 3 MEMBERSHIP

3.1 There shall be three classes of membership in the Club: (1) Regular Members (2) Athlete Members (3) Emancipated Athlete Members. Regular Members shall be defined as the parents or legal guardians of Athlete Members. Athlete Members shall be defined as those individuals under the age of eighteen who compete on behalf of the Club. Emancipated Athlete Members shall be those individuals eighteen years or older who compete on behalf of the Club.

 

3.2 Active membership shall be contingent on maintaining Good Standing with the club. Good Standing requires payment of annual fees and monthly dues; fulfillment of fundraising and volunteer obligations; adherence to the Code of Conduct; and payment of fees, fulfillment of obligations or requirements that the Board of Directors may from time to time determine.

 

ARTICLE 4 RIGHTS AND RESPONSIBILITIES OF MEMBERS; VOTING; REGISTER OF VOTING MEMBERS

4.1 No Member shall be liable or responsible for any debts or liabilities of the Club, or liable to the Club except to the extent of their unpaid portion of dues, fees, or obligations required for Good Standing.

 

4.2 Regular Members and Emancipated Athlete Members who are in Good Standing are Voting Members. Athlete Members have no vote. Voting Members will vote on all matters brought before a vote of membership. Only one vote per family is allowed.

 

4.3 A Register of Voting Members shall be maintained by the Secretary of the Club.

 

ARTICLE 5 MEETING OF MEMBERS

5.1 Time and Place. Meetings of Members of the Club shall be held at a suitable time and place as may be designated from time to time by the Board of Directors.

5.2 Annual Meeting. The Annual Meeting of the Club shall be held no later than October 15th of the calendar year, on a date and at a place fixed by the Board of Directors. At the Annual Meeting, the Voting Members shall elect a Board of Directors and Officers as more fully set forth in these Bylaws, and shall consider such other business as may properly come before the meeting.

 

5.3 Special Meetings. A Special Meeting of the Club may be called by the President, a majority of the Board of Directors, or at the written request of Voting Members having ten (10) or more votes. The purpose shall also be stated in the written notice to all Members of the Club.

 

5.4 Notice of Meetings.

 

5.4.1. Manner of Notice. It shall be the duty of the Secretary to deliver notice of each Annual and Special Meeting to each member in one (1) of the following manners: (a) by electronic transmission via the club’s communication platform (e.g. TeamUnify) in such format and to such email address as the member shall provide during the registration process or (2) by pre-paid United States mail, private courier or personal delivery at such street address as the member or designated representative shall provide during the registration process.

 

5.4.2. Time of Notice. The notice shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the Annual or Special Meeting.

 

5.4.3. Content of Notice. The notice shall state the place, date and time of the meeting, and in the case of a Special Meeting the purpose or purposes for which the meeting is called, and the items on the agenda to be voted on by the Voting Members, including the general nature of any proposed amendments to these Bylaws, and any proposal to remove a Director or Officer.

 

5.4.4. Waiver of Notice. Notice of any meeting of the Club may be waived in writing at any time by the member entitled to such notice, and is also waived by actual attendance at such meeting unless such appearance is limited expressly to object to the legality of the meeting.

 

5.5 Quorum. The presence in person of Voting Members having ten (10) or more votes shall constitute a quorum for the transaction of business at any Annual or Special Meeting of the Club.

 

5.6 Adjourned Meetings. If any Annual or Special Meeting of the Club cannot be held because a quorum is not in attendance, the Voting Members may adjourn the meeting to a later date and give notice thereof to members in accordance with these Bylaws.

 

5.7 Voting. Each family shall be entitled to cast one (1) vote on all matters brought to a vote by the Club. Any voting member may vote by proxy. A proxy shall be in writing, signed by the Voting Member, and filed with the Secretary. A proxy must be for all the voting power allocated to the Voting Member. A Voting Member may not revoke his/her proxy except by actual notice of revocation given to the President (or such other person presiding over the meeting). A proxy is void if it is not dated or purports to be revocable without notice.

 

5.8 Election of Officers and Directors at the Annual Meeting. The Board of Directors shall advise the Secretary in writing of the names of nominees for all Officers and Directors to be elected at the Annual Meeting on a date not less than thirty (30) days before the Annual Meeting. The Secretary shall, within seven (7) days after such advice is given, deliver written notice to all Voting Members in the manner provided in these Bylaws for Notice of Meetings, of the number of Officers and Directors to be elected and of the names of the nominees. The notice shall state that any Voting Member may nominate an additional candidate or candidates, not to exceed the number of Officers and Directors to be elected, by notice in writing to the Secretary at the manner specified in the notice, to be received on or before a specified date not more than five (5) days from the date of the notice given by the Secretary. Within five

(5) days after the specified date, the Secretary shall give notice in the form of a ballot to all Voting Members, in the manner provided for Notice of Meetings, stating the number of Officers and Directors to be elected, the names of all persons nominated by the Board of Directors, and the names of persons nominated by Voting Members. The Secretary shall specify in the Notice the manner in which the ballots shall be cast at the Annual Meeting. Ballots must be properly executed and returned in sufficient quantity to constitute a quorum. The vote by ballot shall be counted in private by the Secretary and one neutral observer; the results shall be announced during the Annual Meeting, or it may be announced that a quorum of ballots was not returned. All persons elected as Officers and Directors shall take office effective immediately at the conclusion of the Annual Meeting. 

 

5.9 Majority Vote. Passage of any matter submitted to a vote at a meeting where a quorum of voting members is present in person or by proxy shall require the affirmative vote of greater than fifty percent (50%) of the total votes present in person or by proxy.

 

ARTICLE 6 BOARD OF OFFICERS

6.1 A Board of seven (7) Officers shall be elected by and from the Voting Members of the Club. The Board shall consist of seven Officers: a President, a 1 st Vice President, a 2nd Vice President, a Secretary, a Treasurer, a Membership Officer and a Safety Officer. The terms of office for each Officer will be for two years, with the President, 1 st Vice President, Membership Officer and Treasurer being elected in even years and the 2 nd Vice President, Secretary, Safety Officer in odd years. Officers are limited to three consecutive terms in the same position, and it shall be possible for an Officer to run for a different position with the same three-term limit in effect. No Officer shall hold more than one (1) office at any time. Officers shall receive no compensation, but may receive reimbursement of expenses as may be determined by resolution of the Board to be just and reasonable. 

 

6.2 The term of office shall begin after the Election of Officers at the Annual Meeting described in Article 5. All outgoing Officers shall remain on The Board in an advisory role to the incoming Officers for an additional three months after the termination of their office in order to facilitate a transition period for the newly elected Officers.

 

6.3 Either parent/guardian of an Athlete Member or Emancipated Athlete Member may serve on the Board, but only one parent/guardian may serve at any given time.

 

6.4 The Head Coach, or his/her appointee, will serve on the Board in an advisory role. The coaching representative will be a non-voting member of the Board.

 

6.5 Candidates for the Board must be members in Good Standing for the last six (6) months, and shall exclude employees, or their spouses, of the Club.

 

6.6 The duties and powers of the Board: The Board shall have the power to adopt rules and regulations, and to alter and amend the same from time to time, for the conduct of the business and activities of the Club. The Board shall have the authority to generally conduct all of the lawful affairs of the Club, including, but not limited to, entering into any contract leases or other agreements necessary to carry out the purpose of the Club.

 

6.6.1 The President shall preside at all meetings of the members and all meetings of the Board; shall represent the Club in all business and official matters; shall ensure the Bylaws of the Club are observed; shall serve as the Registered Agent of the corporation; shall file the annual report to the Washington Secretary of State; shall act as sole representative of the Club during such times when immediate action must be taken and time constraints make it impossible to call a board meeting; shall appoint standing committees as necessary and designate a chairperson of such committees and serve on committees as appropriate; shall appoint persons to replace vacancies on the Board to be effective until the next election by the general membership; shall work with Treasurer and Vice President to prepare annual budget in June and get board approval; shall keep copies of legal documents; shall perform other duties as may be determined by the Board.

 

6.6.2 The 1 st and 2 nd Vice Presidents shall perform all duties incumbent upon the President during the absence or disability of the President; shall serve as an ex-officio member of all committees; shall be the custodian of Club’s physical property; shall participate in the preparation of the annual budget with the Treasurer and the President; and shall perform other duties as may be determined by the Board.

 

6.6.3 The Secretary shall have care and custody of the corporate records of the Club; shall attend and take minutes of all Board meetings and all general membership meetings and keep a true and complete record of the proceedings of all meetings; shall file and take charge of all papers and documents belonging to the Club; shall allow members to view and inspect such papers and documents upon reasonable request; shall assist with Club correspondence; shall keep a Register of Voting Members in accordance with ARTICLE 4; keep copies of legal documents; and shall perform other duties as may be determined by the Board Shall provide the monthly board meeting agenda to the club using the communication system of record at

least seven (7) days of the scheduled board meeting.

 

6.6.4 The Treasurer shall collect all receipts and disburse funds as requested by written itemized receipts for items that are Board approved; shall provide monthly financial reports to the Board; shall prepare annual budget with President and Vice President in June; shall manage disbursements from general account. If disbursement is in excess of $300 this shall require two approved signatures (President, Vice President and/or Treasurer) for all non-recurring expenses; shall maintain financial records indicating withdrawals, receipts, expenses; shall present all records to a financial review committee at least once per calendar year, if not twice; maintain relationship with bank where accounts are held and update signatories as officers change; shall prepare Non Profit Corporation Annual Report to Secretary of State and provide copies of report to secretary and president; shall check PO Box on a regular basis; shall pay

monthly IRS payroll taxes and present copies to the secretary and president; shall prepare yearly W3/W2’s for the coaches and present copies to the President and Secretary; shall submit 990 yearly and present copies to the president and secretary; shall submit a 941 quarterly and present copies to the President and Secretary; and shall perform other duties as may be determined by the Board.

 

6.6.5 The Membership Officer shall attend Board meetings; maintain the membership records in the system of record; assist in the new/current member inquires; oversee registration process; based on the recommendations of the coaching staff, confirm changes in membership level and monthly dues to the affected member Shall perform other duties as may be determined by the Board.

 

6.6.7 The Safety Officer shall maintain all records of safety related incidents and shall perform other duties as may be determined by the Board.

 

6.7 Regular Meetings of the Board shall be held monthly at a time and location to be determined by the Board. Notice and agenda shall be given at least seven (7) days prior to the date of the meeting and published to general membership. Attendance at a Regular Meeting shall constitute a waiver of notice thereof. The presence of at least four (4) Officers shall be necessary to constitute a quorum for the purpose of conducting business at a Regular Meeting. Passage of any matter submitted to a vote at a Regular Meeting where a quorum of Officers is present shall require the affirmative vote of greater than fifty percent (50%) of the Officers present.

 

6.7.1 Regular Meetings of the Board of Directors shall be open to all members. The Directors will conduct Club business. The President (or Vice President, if presiding) may recognize members on agenda items only. Any Member in Good Standing has the right to request a specific item be placed on the agenda. The request must be submitted to at least one Officer, in writing, seven (7) days in advance of the meeting; the Officer to whom the request was submitted shall enter the specific item into the agenda. The secretary shall provide the Regular Meeting agenda to the club using the communication system of record at least seven (7) days of the scheduled board meeting.

 

6.8 Special Meetings of the Board shall be held on the call of the President or a majority of the Officers. Notice and agenda shall be given one (1) day prior to the date of the meeting. Attendance at a Special Meeting shall constitute a waiver of notice thereof. The presence of at least four (4) Officers shall be necessary to constitute a quorum for the purpose of conducting business at a Special Meeting of the Board. Passage of any matter submitted to a vote at a Special Meeting where a quorum is present shall require the affirmative vote of fifty percent (50%) of the Officers present.

 

6.9 Presumption of Assent: An Officer who is present at a Regular or Special Meeting of the Board at which action is taken shall be presumed to have assented to the action taken unless such Officer’s dissent shall be entered in the minutes of the meeting or unless such Officer shall file his or her written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to an Officer who voted in favor of such action.

 

6.10 Recommendation for the removal of an Officer shall be made in writing to the President or Vice Presidents. The Officer in question will be given the opportunity to address the charges. If the Board determines there is sufficient merit to the charges, the recall petition will be brought before Members in accordance with ARTICLE 5 for resolution.

 

ARTICLE 7 COMMITTEES

7.1 The Board shall have the authority to establish committees as may be necessary to further the interests and activities of the Club. Such committees shall be composed of either Officers or Members. The President shall recruit the chairperson for the committees from Members subject to approval by the Board of Directors. Members of the committees must be in Good Standing. No committee may exercise the authority of the Board of Directors.

 

7.2 The Board will appoint a Meet Director and three Members-at-Large.

 

7.3 The Members-at-Large will be a parent/guardian, or parents/guardians, of a swimmer from each swim group.

 

7.4 Duties of the Members-at-Large shall include the following.

i. Assist in welcoming and orienting new members and families;

ii. Attend Regular Meetings and assist in disseminating changes/needs/news from The Board;

iii. Support the Board in planning and executing team activities.

7.5 Duties of the Meet Director shall be as follows:

i. Shall discuss proposed home meets with Board;

ii. Shall attend bid meeting at PNS and bid for desired home meets;

iii. Shall recruit and coordinate meet concessions volunteers and/or vendor; timers, clerk-of course and other volunteers necessary to run a home meet;

iv. Shall ensure that there is a Meet Referee, Administrative Official, Starter and adequate Stroke

and Turn Judges at home meets.

v. Shall act as meet secretary. These duties include, distributing the meet information, i.e.- the meet info page on the PNS web, processing meet entries, production of heat sheets, and printing the heatsheets. The Hy-Tek swim program is what the meet director uses to accomplish all of this.
 

ARTICLE 8 FINANCES

8.1 Loans. No loans shall be contracted on behalf of the Club and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. No loans shall be made by the Club toany Officer.

 

8.2 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club shall be signed by Officers of the Club and in the manner as shall from time to time be prescribed by resolution of the Board or as stated in these Bylaws. In the absence of such provision by the Board, the Treasurer or the President shall sign such instrument.

 

8.3 Use of Income. All unrestricted gifts to the Club and income not otherwise designated by the donor for endowment or restricted purposes shall go into the general fund of the Club and shall be used in accordance with the general purposes of the Club.

 

8.4 Contributions and Disbursements. All contributions and other funds received by the Club shall be deposited in an account or accounts in such banks, trust companies or other depositories as the Board may select. All disbursements shall be made under proper authority of the Board. All contributions, income to and disbursements of the Club shall be recorded by the Treasurer or Treasurer’s designee in appropriate books and records and such records shall be subject to examination at any reasonable time, upon request

by any Officer.

 

8.5 Budget. A statement of proposed receipts, operating income and expenditures for the following year shall be prepared by the President and Treasurer and submitted to the Board at least annually. When approved by the Board, such budget shall be the authorization for expenditures and operating expenses of the Club, subject to subsequent changes in such budget made by the Board.

 

8.6 The fiscal year of the Club shall be determined by resolution adopted by the Board. In the absence of such a resolution, the fiscal year shall be the calendar year.

 

ARTICLE 9 INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Club shall indemnify any person made a party to any action, suit, or proceeding by reason of the fact that such person, or his/her successor or assign, is or was an Officer of the Club, against the reasonable expenses actually and reasonably incurred by such person in connection with the defense of such action.The Club may also reimburse any such Officer the reasonable cost of settlement of any action, suit, or proceeding if it shall be found that it is to be in the interests of the Club that such settlement be made.

 

ARTICLE 10 PARLIAMENTARY RULE

The President (or Vice President, if presiding) may, at his/her discretion, use Robert’s Rule of Order, or a modification thereof that has previously been resolved by the Board, as a guide to conducting board and general membership meetings should such meetings become uncivil.

 

ARTICLE 11 AMENDMENT OF BYLAWS

The power to make, alter, amend, or repeal these Bylaws is vested in the Voting Members. Any Voting Member in Good Standing desiring to make, alter, amend, or repeal the Bylaws shall present such request in writing, signed and approved by three (3) other Voting Members to the Board at a Regular Meeting. The Board shall research the proposal and present the suggested amendment to the Voting Members at a meeting in accordance with ARTICLE 5. Any such change in the Bylaws shall require approval by two-thirds (2/3) of the Voting Members present at the meeting.

 

ARTICLE 12 DISSOLUTION

The dissolution of the Club will require a vote of its membership. Upon the dissolution of the Club, and after paying or adequately providing for the debts and obligations of the Club, the remaining assets shall be distributed to a nonprofit fund, foundation, or corporation which has established its tax-exempt status under section 501(c), or (e), (3) of the Internal Revenue Code.

 

Approved_Jason Hedstrom_ Date___June 18 2020_____

 

President

Approved__Nicole Retana_  Date____June 18 2020_______

Secretary