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BYLAWS OF THE TUALATIN
HILLS SWIM CLUB
TABLE OF CONTENTS
- ARTICLE I NAME
- ARTICLE II OBJECTIVE
- ARTICLE III MEMBERSHIP
- ARTICLE IV DIRECTORS
- ARTICLE V MEETINGS
- ARTICLE VI OFFICERS
- ARTICLE VII COMMITTEES
- ARTICLE VIII AMENDMENT OF BYLAWS
- ARTICLE IX NON-PROFIT ORGANIZATION
- ARTICLE X LIQUIDATION AND
DISSOLUTION
- ARTICLE XI INDEMNIFICATION OF
DIRECTORS
ARTICLE I: NAME
Section 1
The name of the organization shall be the
"Tualatin Hills Swim Club," hereinafter referred to as THSC.
Section 2
The principal office of THSC shall be located in
the state of Oregon and at the location designated by the Board of
Directors. THSC may have such other offices, either within or
without the state of Oregon, as the Board of Directors may
designate or as the business of THSC may require from time to
time.
ARTICLE II: OBJECTIVE
Section 1
The purpose of THSC is to provide the opportunity
for and foster the development of youth through competitive
swimming, to promote the interests, welfare, and development of USA
Swimming, and to participate in local, national, and international
sports competition. This is a nonprofit, public benefit, membership
organization. The purposes, powers and activities of THSC shall be
limited to comply with the organizational and other requirements
that must be satisfied to maintain tax-exempt status under Section
501(c)(3) of the Internal Revenue Code of 1986.
Section 2
The powers of THSC shall include the following:
(1) The entry into any contracts, leases, or other agreements
necessary to properly conduct and administer the affairs of THSC
and; (2) The authorization to engage in such other lawful
activities as may be necessary to properly carry out the purposes
of THSC and conduct its affairs.
Section 3
The fiscal year of THSC shall commence on the
first day of September each year and terminate on the 31st day of
August the following year.
ARTICLE III: MEMBERSHIP
Section 1
THSC shall have four classes of membership: (1)
Regular Members, (2) Competitor Members, (3) Coaching Members, and
(4) Other Members. Regular members shall be the parents or legal
guardians of Competitor Members. Regular Members are responsible
for assisting with the stated purpose of THSC. Competitor members
shall be those swimmers who swim with THSC from time to time, and
are current members of USA Swimming. Coaching members shall be
those individuals employed by THSC to instruct the Competitor
Members and who are registered with USA Swimming as coaches. Other
Members shall be those not previously defined.
Section 2
The membership shall be open to any individual,
partnership, corporation or other entity.
Section 3
The membership shall be contingent upon payment
of such periodic registration fees and membership dues and
satisfaction of other requirements as determined by the Board of
Directors. Membership is also contingent upon volunteer
participation as defined and regulated by the Board of
Directors.
Section 4
The Board of Directors, by a two-thirds majority
vote, may suspend or expel a member of THSC in accordance with ORS
65.167.
Section 5
Any member may resign by filing written
resignation with the Secretary, but such resignation shall not
relieve the member so resigning of the obligation to pay any dues,
assessments, or other charges theretofore accrued and
unpaid.
Section 6
No member of THSC shall be liable or responsible
for any debts or liabilities of THSC.
ARTICLE IV: DIRECTORS
Section 1
The Board of Directors shall have the power to
adopt policies and to alter and amend the same from time and time,
for the conduct of the business and activities of THSC. The Board
of Directors shall have the authority to conduct all of the lawful
affairs of THSC, including but not limited to, entering into any
contracts, leases or other agreements necessary to carry out the
purposes of THSC. The Regular Directors shall be responsible for
hiring a Head Coach. However, the Board of Directors may not
exercise any powers relating to entering into a contract or
agreement for the purchase or sale of real estate until the Regular
Members shall have duly adopted a resolution authorizing such
purchase or sale. The directors shall otherwise exercise all of the
powers of THSC as permitted by law, subject to the provisions of
the Articles of Incorporation and these Bylaws.
Section 2
The Board of Directors shall consist of ten (10)
directors. Ten (10) directors shall be elected by and from the
Regular Members of THSC and shall be referred to as Regular
Directors. The term of each Regular Director shall be two (2)
fiscal years, or until his or her successor is elected and
qualified, with election alternating between five (5) Regular
Directors being elected one year and five (5) Regular Directors
being elected the following year. Any vacancy in the Regular
Directors caused by death, resignation, or disqualification of a
Regular Director shall be filled by a majority vote of the
remaining Regular Directors to fill the unexpired term of the
vacant position.
Section 3
Regular Directors must be Regular Members in good
standing. THSC employees and spouses of current THSC directors are
ineligible to serve as Regular Directors. The Board of Directors
shall nominate a slate of directors to be presented to the Regular
Members 30 days prior to the date of election. Regular Directors
shall be elected annually in the third quarter of each fiscal year
by majority vote of the Regular Members present at a semi-annual
meeting of the Regular Members. There shall be no voting by proxy.
Regular Directors elected at such meeting shall take office on July
1st.
Section 4
A Regular Director may be removed from office
after an appropriate hearing by a two-thirds majority vote of the
Regular Members.
Section 5
All contracts and agreements authorized by the
Board of Directors shall, unless otherwise directed by the Board of
Directors, be signed by either the President or A/P Treasurer of
THSC. All checks and drafts issued by THSC shall be signed by the
President, A/P Treasurer, or such other person as may from time to
time be so authorized by the Board of Directors.
ARTICLE V: MEETINGS
Section 1
THSC shall hold at least two general membership
meetings annually. The first one shall be held during the first
half of the fiscal year to review activities and financial issues
of THSC, the other one shall be held during the second half of the
fiscal year to conduct elections and other business as necessary.
Special meetings may be called by the President or a majority vote
of the Board of Directors. Meetings shall be at a convenient time
and place as designated by the Board of Directors with written
notice given to all members at least seven (7) days before the
meeting. Attendance in person of at least thirty percent (30%) of
the Regular Members shall constitute a quorum. Only Regular Members
present at the meeting shall have the right to vote. Regular
Members shall have one vote per family; Competitor Members, Coach
Members, and Other Members shall have no voting rights. There shall
be no voting by proxy. The majority vote of the Regular Members
present at a meeting where a quorum is present shall be the
decision of THSC.
Section 2
Regular meetings of the Board of Directors shall
be held monthly during the months of September through July of each
year. The President, with the concurrence of the Board of
Directors, shall from time to time set a time and place for regular
meetings. Regular meetings shall be held thereafter (until changed
by the Board of Directors) at such time and place without further
notice to the Board of Directors. The presence of a majority of the
Board of Directors shall be necessary in order to constitute a
quorum for the purpose of conducting business at any meeting of the
Board of Directors. Except as may otherwise be provided in the
Articles of Incorporation or these Bylaws, the majority vote of the
Directors present at any meeting at which a quorum is present shall
be the decision of THSC. Special meetings of the Board of Directors
shall be held on the call of the President or a majority of the
Board of Directors. All members of the Board of Directors shall be
notified, either orally or in writing, as to the time and place of
each special meeting of the Board of Directors. Notice shall be
given at least three (3) days prior to the date of the meeting
unless the meeting unless the meeting will be held by conference
telephone, in which case, notice shall be given at least
twenty-four hours before the meeting. Attendance at any meeting
shall constitute a waiver of notice thereof.
Section 3
Meetings of the Board of Directors may be held by
means of conference telephone or any other means of communication
by which all Directors participating can hear each other
simultaneously during the meeting, and such participation shall
constitute presence in person at the meeting.
Section 4
Any action required or permitted by the
Corporation Act to be taken at a meeting of the Board of Directors
may be taken without a meeting if one or more consents in writing,
describing the action so taken, shall be signed by all the
Directors and included in the minutes or filed with the corporate
records reflecting the action taken.
ARTICLE VI: OFFICERS
Section 1
The Regular Directors shall appoint from among
themselves, at the very least, a President, Vice-President,
Secretary, Accounts Payable Treasurer, Account Receivable
Treasurer, Operations Director, Member Relations Director and
Development Director, and two Members-at-Large whose duties will be
designated by the Board of Directors. Subject to the direction of
the Board of Directors, the officers shall manage and direct the
day-to-day routine business of THSC.
The President shall preside at all meetings of
the membership and of the Board of Directors, shall perform such
other duties as may be determined by the Board of Directors, and
shall perform and discharge such other duties as generally devolve
upon a Chief Executive Officer.
The Vice-President shall perform all duties
incumbent upon the President during the absence or disability of
the President and perform such other duties as may be prescribed by
the Board of Directors.
The Secretary shall have the custody and care of
the corporate records of THSC, shall attend all meetings of the
members and of the Board of Directors, shall keep a true and
complete record of the proceedings of all such meetings, shall file
and take charge of all papers and documents belonging to THSC,
shall keep a list of members entitled to vote and make them
available for inspection by THSC members, and shall perform such
duties as may be prescribed by the Board of Directors.
The Accounts Payable Treasurer (A/P) shall keep
correct and complete records showing accurately at all times, the
financial condition of THSC, shall maintain a bank account in the
name of THSC, and shall furnish at meetings the Board of Directors
and membership or whenever requested by the Board of Directors, a
statement of the financial condition of THSC. A/P shall disburse
THSC funds, complete and submit to the appropriate tax authorities
any required information, and make all books of account and
financial records available for audit when requested.
The Accounts Receivable Treasurer (A/R) will
receive THSC funds, generate a membership list, issue membership
dues statements, and provide at each Board of Directors meeting a
monthly statement. A/R shall make all books of account financial
records available for audit whenever requested by the Board of
Directors and complete and submit to the appropriate tax
authorities any required information.
The Operations Director shall oversee Committee
Chairs that relate to the operations of THSC-hosted swim meets, as
designated by the Board of Directors. (e.g.: Officials,
Invitational Meet Director, Developmental Meet Director,
Concessions, Equipment, Safety, etc.)
The Member Relations Director shall oversee
Committee Chairs that relate to the membership of THSC, as
designated by the Board of Directors. (e.g.: Membership, Squad
Parents, etc.)
The Development Director shall oversee Committee
Chairs that relate to the supplemental fundraising of THSC, as
designated by the Board of Directors. (e.g.: Fundraising,
Corporate, Olympic Way, etc.)
Section 2
In case of the absence of any officer of THSC, or
for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate the powers or
duties of such officer to any other Director, for the time being,
provided a majority of the Board of Directors concurs
therein.
ARTICLE VII: COMMITTEES
Section 1
The Board of Directors shall have the authority
to establish committees as may be necessary to further and promote
the interests and activities of THSC.
Section 2
The Committee Chairs of THSC shall consist of
those designated by the Board of Directors. (e.g.: Membership, Deck
Officials, Invitational Meet Director, Developmental Meet Director,
Concessions, Equipment, Safety, Fundraising, Corporate Fundraising,
Squad Parents, Olympic Way Program, etc.)
ARTICLE VIII: AMENDMENT OF
BYLAWS
The Board of Directors shall propose to amend or
repeal these Bylaws. The Bylaws may be amended or repealed by a
two-thirds (2/3) majority vote of the Regular Members at a regular
or special meeting at which a quorum is present, after notice of
the proposed changes have been given to the Regular Members at
least thirty (30) days prior to the date of the meeting.
ARTICLE IX: NON-PROFIT
ORGANIZATION
Section 1
THSC shall, at all times, be operated on a
non-profit basis for the public benefit. No dividends or other
interests in the assets of THSC shall be paid by THSC to its
members. No part of the earnings of THSC shall inure to the benefit
of, or be distributed to its members, Directors, or any other
person or entity, except that THSC shall be authorized and
empowered to pay reasonable compensation for services rendered and
expenses incurred and to make payments and distributions and in
full furtherance of the purposes set forth herein.
Section 2
No substantial part of the activities of THSC
shall include the carrying on of propaganda or otherwise attempting
to influence legislation, and THSC shall not participate in any
political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of the Articles of
Incorporation of these Bylaws, THSC shall refrain from engaging in
any activity not permitted of an organization that is tax exempt
under Section 501(c)(3) of the Internal Revenue Code of
1986.
ARTICLE X: LIQUIDATION AND
DISSOLUTION
THSC may be liquidated and dissolved upon a
two-thirds majority vote of all Regular Members entitled to vote.
In the event of such liquidation and dissolution: (a) all
liabilities and obligations of THSC shall be paid, satisfied, and
discharged or adequate provisions shall be made therefore; (b)
assets held by THSC upon condition requiring return, transfer or
conveyance, which condition occurs by reason of dissolution, shall
be returned, transferred, or conveyed with such requirements; and
(c) any remaining assets shall be distributed, as directed of the
Board of Directors, to one or more corporations, trusts or
foundations, described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, for similar uses and purposes as those
for which THSC was established.
ARTICLE XI: INDEMNIFICATION OF
DIRECTORS
THSC shall indemnify each of its Directors to the
fullest extent permissible under Oregon law, as the same exists or
may hereafter be amended, against all expense, liability, and loss
(including, without limitation, attorneys’ fees) incurred or
suffered by such person by reason of or arising from the fact that
such person is or was a director of THSC, or is or was serving at
the request of THSC as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other
enterprise, and such indemnification shall continue as to a person
who has ceased to be a director, officer, partner, trustee,
employee, or agent and shall inure to the benefit of his or her
heirs, executors, and administrators. THSC may, by action of the
Board of Directors, provide indemnification to officers, employees,
and agents of THSC who are not Directors with the same scope and
effect as the indemnification provided in this Article XI to
Directors. The indemnification provided in this Article XI shall
not be exclusive of any other rights to which any person may be
entitled under any statute, bylaw, agreement, resolution of members
or directors, contract or otherwise.
The undersigned acknowledge that these Bylaws
were adopted on _____________, by the affirmative vote of the
Regular Members.
By: ___________________ President
Attest: ________________ Secretary
Revised for vote on
6/5/2000
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