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
The name of the organization shall be the "Tualatin Hills Swim Club," hereinafter referred to as THSC.
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
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.
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.
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
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.
The membership shall be open to any individual, partnership, corporation or other entity.
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.
The Board of Directors, by a two-thirds majority vote, may suspend or expel a member of THSC in accordance with ORS 65.167.
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.
No member of THSC shall be liable or responsible for any debts or liabilities of THSC.
ARTICLE IV: DIRECTORS
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.
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.
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.
A Regular Director may be removed from office after an appropriate hearing by a two-thirds majority vote of the Regular Members.
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
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.
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.
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.
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
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.)
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
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.
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
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.
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