Bylaws
BYLAWS
OF
CRESCENT CITY SWIM CLUB
ARTICLE I
OFFICES
Section 1. Registered Office. The Crescent City Swim Club shall at all times maintain in the State of California a registered agent, whose business office shall be the registered office of the Crescent City Swim Club.
Section 2. Other Offices. The Crescent City Swim Club may also have such other offices within or without the State of California as the Board of Directors may, from time to time, designate, and as the business and affairs of the Crescent City Swim Club may require.
ARTICLE II
PURPOSES
Section 1. Nature of Corporation. The Crescent City Swim Club nonprofit corporation formed under the state of California, which is organized and shall be operated in accordance with the meaning and provisions of Section 50 I(c )(3) of the Internal Revenue Code and the regulations issued thereunder.
Section 2. Primary Purposes. The Crescent City Swim Club is organized for the purposes set forth in its Articles of Incorporation which are filed with the State of California. This non-profit organization consists of athlete members from ages 5 through 18 years of age (who are currently attending high school) and non-athlete members as coaches, board members, and pool parents. All members share a common interest in aquatics for the purpose of fostering competitive swimming.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers . The Board of Directors shall have the general power to manage and control the affairs and property of the Crescent City Swim Club, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors. All coaches, incumbents, and newly elected board members are subject to USA Swimming, Pacific Swimming, and Crescent City Swim Club required and recommended volunteer screenings as determined by the Board of Directors.
Section 2. Number, Election, and Term of Office. The Board of Directors shall consist of [six (6) members] or [no less than six (6), and no more than ten (10), members]. Directors need not be residents of the State of California. Election to the Board of Directors shall be by majority vote via anonymous ballot of the members of the Board of Directors, which shall occur, except in the case of filling vacancies, at each annual meeting thereof, which shall commence in May. Each Director shall hold office for a term of one (1) year and thereafter until a successor is elected and qualified.
Section 3. Officers. The Board of Directors may designate from among its members a President, Vice-President, Secretary, Treasurer, Head Coach, Safe Sport Chair and such other officers as it may consider appropriate with such duties as it may prescribe.
Section 4. Vacancies. Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of his/hers predecessor in office.
Section 5. Annual and Regular Meetings. The Board of Directors shall hold an annual meeting in May at such time and place as the Board of Directors shall by resolution prescribe. The Board of Directors may by resolution prescribe the time and place of such other regular monthly meetings.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the state of California, as the date, hour, and place for holding any special meeting of the Board called by them.
Section 7. Notice. Notice of any special meeting of the Board of Directors shall be given at least two [2] business days previously thereto by written or spoken notice delivered personally or sent by mail, telegram, facsimile or other means of electronic transmission to each Director at his address as shown in the records of the Crescent City Swim Club. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting. Any Director not fulfilling required duties of said position and/or missing two consecutive meetings of any type for any reason or any combination thereof will be considered intent to abandon said position. It shall be at the discretion of the Board of Directors to take action; if the Board of Directors agrees to take action, termination of Director will be determined by a majority vote via anonymous ballot.
Section 8. Quorum and Proxies. A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Proxies shall not be permitted.
Section 9. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 10. Compensation. Directors and volunteers as such shall not receive any stated salaries for their services but may be reimbursed for reasonable expenses. Any reimbursement(s) must be approved by the Board of Directors. Nothing herein shall be construed to preclude any Director from serving the Crescent City Swim Club in any other capacity and receiving compensation therefor.
Section 11. Informal Action. Any action may be taken without a meeting of the Directors if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
Section 12. Resignation; Removal. (a) A Director may resign from the Board of Directors at any time by giving notice of his resignation in writing addressed to the President or Vice President of the Crescent City Swim Club or by presenting his written resignation at an annual, regular, or special meeting of the Board of Directors. (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office.
ARTICLE IV
REGULAR COMMITTEES
Section 1. Purposes. The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate. Appointees as Chairman of committee(s) will not be required to sit as a Board of Directors Officer. Chairman of said committee will report to the Board of Directors and will act on the authority of the Board of Directors only after pre-approval from the Board of Directors.
Section 2. Number, Election, and Term of Office. The number of members of each regular committee shall be determined by the Board of Directors. Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until the end of a swim season or removal by the affirmative vote of a majority of the Board of Directors.
Section 3. Officers. ThePresident may designate from among the members of each regular committee a Chairman and Vice Chairman of such committee, and such other officers as the President may determine.
Section 4. Vacancies. Vacancies in the membership of any committee, if filled, shall be filled by the Board of Directors.
Section 5. Quorum . Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each committee shall be governed by the current Bylaws and rules in place for the Board of Directors.
Section 7. Powers. Each regular committee shall have no such powers except those preapproved by the Board of Directors for each individual proposed action.
ARTICLE V
ADVISORY COMMITTEES
Section 1. Purpose. The Board of Directors may establish a Campus Advisory Board and such other advisory committees as it considers appropriate. The purpose of all such committees shall be to advise the Board of Directors on such matters relating to the Crescent City Swim Club as the Board of Directors designates.
Section 2. Number, Election, and Term of Office. The number of members of each advisory committee shall be as determined by the Board of Directors. Members of each advisory committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until the end of a swim season or removal by the affirmative vote of a majority of the Board of Directors.
Section 3. Powers. Each advisory committee shall have no such powers except those preapproved by the Board of Directors for each individual proposed action.
ARTICLE VI
OFFICERS
Section 1. Officers . The Officers of the Crescent City Swim Club shall be a President, Vice President, Secretary, Treasurer, Head Coach, Safe Sport Chair and such other Officers as may be elected in accordance with the provisions of this Article.Officers on the Board of Directors must be non-athlete members of USA Swimming. Not more than one office may be held simultaneously by the same person; in an emergency, an officer, as appointed by the President, may serve a second office until a suitable candidate is available and appointed by the Board.
Section 2. Election and Term of Office. The Officers of the Crescent City Swim Club shall be elected by a majority vote of the members of the Board of Directors at the organizational meeting and at every annual May meeting of the Board thereafter, except that new offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office for a term of one (1) year and thereafter until his successor shall have been duly elected and qualified.
Section 3. Removal. Any Officer may be removed upon an affirmative majority vote of the entire Board of Directors, whenever in its judgment the best interests of the Crescent City Swim Club would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the chief executive officer of the Crescent City Swim Club and, in general, shall supervise and control all of the business and affairs of the Crescent City Swim Club. He or She may sign, with the Vice-President or any other proper Officer of the Crescent City Swim Club authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the corporate records and seal; and he or she shall perform all such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. In the event of the death, resignation or removal of the President, the person who serves as Vice President shall assume the office of President until the Board of Directors elects a successor to the President and shall perform all such other duties as may be prescribed by the Board of Directors from time to time. Shall be a signer on the CCSC Bank account.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors, update bylaws annually, keep records of all current club policies; and other duties from time to time may be assigned by the President or by the Board of Directors. Shall be a signer on the CCSC Bank account.
Section 8. Treasurer. The Treasurer shall be responsible for all funds and securities of the Crescent City Swim Club; receive and give receipts for monies due and payable to the Crescent City Swim Club and deposit all such monies in the name of the Crescent City Swim Club in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of the Bylaws; shall provide a summary report of financial accounts to each Officer at each regular monthly meeting; and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Section 9. Head Coach. The Head Coach shall serve as a member of the Board of Directors. It shall be the duty of the coach to be responsible for instruction, discipline, safety, guidance, counseling and the general conduct of the team members on the swimming roster. Recommend to the Board of Directors for their approval of the expulsion or suspension of any team member from the swimming roster. Create workouts that will challenge the swimmer while being appropriate for the age/swimmer ability. Maintain all certifications required to be current for usa swimming and maintain racing start certifications.
Section 10. Safe Sport. The Safe Sport Chair shall serve as a member of the Board of Directors. Their duty shall be to keep the club current on safe sport rules and to work on and/or maintain a Safe Sport Club Recognition for USA Swimming.
ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents of the Crescent City Swim Club in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of the Crescent City Swim Club, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, and Similar Documents. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Crescent City Swim Club, shall be signed by such Officer or Officers and/or agent or agents of the Crescent City Swim Club and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Bank Signers. The CCSC Bank account requires two signatures to spend money. The signers will be the President, Vice President, and Secretary.
Section 4. Deposits . All funds of the Crescent City Swim Club shall be deposited within l0 business days of receipt to the credit of the Crescent City Swim Club in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5. Gifts and Contributions. The Board of Directors may accept on behalf of the Crescent City Swim Club any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Crescent City Swim Club. Such contributions, gifts, bequests, or devices shall be in conformity with the laws of the United States, the State of California, and any other relevant jurisdiction.
ARTICLE VIII
BOOKS AND RECORDS
The Crescent City Swim Club shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.
ARTICLE IX
FISCAL YEAR
The fiscal year of Crescent City Swim Club shall begin on the first day of January and end on the last day of December in each year.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the law of California or under the provisions of the Articles of Incorporation or the Bylaws of the Crescent City Swim Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS TO BYLAWS
The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular, or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend, or repeal the Bylaws or to adopt new Bylaws at such meeting.
