By-Laws – Great Bay Masters Swimming, Inc

This is a complete and correct copy of the By-laws of Great Bay Masters Swimming, Inc. It is the instrument by which we govern ourselves. It was approved by the Board of Directors on April 23, 2006.

Amended, Approved by Board of Directors: August 27,2006
Amended, Approved by Board of Directors: April 26, 2009

Date: April 26, 2009. Signed by a principal officer: Ed Gendreau

BY-LAWS

ARTICLE I

The Corporation

1. The name of the Corporation shall be ‘Great Bay Masters Swimming, Inc.’ (hereinafter called the ‘Club’ or ‘The Corporation’).

2. The headquarters of the Club shall be at or near 432 Lilac Lane, Dover NH 03820; the mailing address of the Club shall be PO Box 1723, Dover NH 03821. (The headquarters and mailing address of the Club are not a permanent part of the articles of incorporation and may be changed by the filing of the appropriate form with the Secretary of State. However, the headquarters and mailing address must remain in the State of New Hampshire.)

3. The Club is organized and functions under the authority of United States Masters Swimming (USMS).

4. The objectives and goals of the Club are, within the region of New England, to offer the opportunity to continue fitness or restore fitness in persons 18 years of age or over who are swimming enthusiasts; to enhance fellowship among participants in masters swimming programs; to offer competitive swimming opportunities to those members who are interested, whether they are former competitive swimmers or swimmers who have never competed before; and, generally, to engage in activities consonant with the objectives and promotion of the goals of United States Masters Swimming or any successor organization. The Club shall abide by the Constitution of USMS.

ARTICLE II

Membership

The Club shall be composed of individuals meeting the membership requirements of USMS and shall not be used for the dissemination of partisan principles, nor the promotion of the candidacy of any person seeking public office or preferment, nor for promotion of any commercial enterprise.

1. Membership in the Club shall be open to all interested persons 18 years of age or over who support the purposes of the Corporation, are eligible for USMS Membership and who are current in their obligations to the Club with respect to dues and fees.

2. Membership dues and fees shall be established by the Board of Directors.

3. Club membership is a privilege, not a right. The Club membership of any individual may be suspended or terminated by the affirmative vote of no less than two-thirds (2/3) of the members of the Board of Directors. The date that the Board will be voting on the member’s possible suspension or termination will be transmitted to the member in writing. This notification must be given three weeks prior to the vote and the Club member must have reasonable opportunity to present their case in writing or in person (maximum of 30 minutes to present their case in person) to the Board if they choose to do so. Grounds for suspension or termination of membership include, but are not limited to: unsportsmanlike conduct; physical or verbal abuse or harassment of a meet official or meet manager; physical or verbal abuse or harassment of a coach; or physical or verbal abuse or harassment of another Club member or members.

ARTICLE III

Corporation Officers

The Corporation officers shall consist of a President, Vice President, Secretary/Clerk, Treasurer and Assistant Treasurer. The Board of Directors can vote to add additional Officer roles without amending these By-Laws.

The President shall exercise the powers and perform the duties assigned to him/her by the By-Laws. He or she shall be the Chief Executive Officer of the Club and shall generally supervise and manage the Club’s volunteers and its day-to-day affairs. This includes recruiting and appointing volunteers and approving general operating expenses. The Secretary/Clerk shall keep a copy of these by-laws and a record of proceedings at all meetings of the Board of Directors. The Treasurer shall collect and disburse all funds of the Club and act as custodian thereof. He/she shall keep regular accounts in the books of the Club. He/she shall make annual reports upon the financial condition of the Club at the annual meeting and at such other times as shall be required by the Board of Directors or the President.

Appointment: A standing three person Nominating Committee will locate and recruit candidates for open Officer positions. Candidates selected by the Nominating Committee must be approved by no less than a 2/3 majority of the Board of Directors.

Tenure: Club Officers shall serve for a term of two years from the date of their appointment, with the option to renew for one additional two-year term. After serving for the maximum amount of time, an Officer will be eligible to serve again in the same role after one year has elapsed or immediately if approved by a two-thirds vote of the Board.

Resignation: Any Officer may resign by delivering his or her written resignation to the President or Clerk of the Club. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. The Nominating Committee will immediately search for a replacement Officer to complete the departing Officer’s term. The replacement Officer will be eligible to serve one additional two-year term after he/she has served out the remainder of the term of the departing Officer.

Removal: The Board of Directors may remove any Officer with or without cause by a vote of no less than 2/3 of the entire Board at a meeting of the Board called for that purpose and for which notice of the purpose thereof has been given. An Officer can only be removed after having the opportunity to be heard by the Board of Directors and which a quorum is personally present.

ARTICLE IV

Corporation Board of Directors

The governing body of the Corporation shall be a Board of Directors consisting of up to nine ( 9) members of the Club. The following Club Officers will serve on the Board of Directors: President, Vice President, Secretary/Clerk and Treasurer. Members of the first Board of Directors shall be selected at the time of adoption of these By-Laws. A majority of the members of the Board of Directors shall constitute a quorum thereof.

The responsibilities of the Board of Directors include, but are not limited to:

1. Approve any operating decisions that represent substantial changes to existing Club practices, policies or procedures.

2. Ensure the Club continues to act in accordance with its mission and purpose.

3. Actively support the Club President as he or she endeavors to further the goals of the organization.

4. Through the Board’s nominating committee, determine qualifications for Club Officers and conduct a careful search.

5. Maintain an awareness of the performance of Club Officers and ensure that they are acting in accordance with the Club’s mission and purpose.

6. Ensure effective organizational planning by actively participating in the planning process and assisting in implementing the plan’s goals.

7. Ensure adequate resources to fulfill the goals of the Corporation through the establishment of annual dues.

8. Manage Corporation resources effectively, ensuring proper financial controls are in place. Approve major Club expenses beyond those necessary for the general operation of the Club.

9. Monitor and strengthen the organization’s programs and services.

10. Enhance the organization’s standing with members and the public by articulating the organization’s mission, accomplishments and goals to members and the public and garnering support from key members.

11. Ensure legal and ethical integrity and maintain accountability.

12. Recruit and orient new Board members and assess Board performance. Define skills and experience desired for Board members. Orient new board members to their responsibilities and the organization’s history, needs, and challenges.

Appointment: The standing Nominating Committee, also responsible for Officers, will locate and recruit candidates for open Board positions. Candidates selected by the Nominating Committee must be approved by no less than a 2/3 majority of the Board.

Tenure: Board Members who are Club Officers will serve an initial two year term. The remaining Board Members will serve an initial one year term. Thereafter, Board of Directors members shall serve for a term of two years from the date of their appointment, with the option to renew for one additional two-year term. After serving for the maximum amount of time, a Board member will be eligible to serve again after one year has elapsed, or immediately if approved by a two-thirds vote of the remaining Board members.

Resignation: Any Board member may resign by delivering his or her written resignation to the Board or Clerk of the Club. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. An individual will be chosen by the Nominating Committee to complete the departing Board Member’s term.

Removal: The Board may remove any of its own members with or without cause by a vote of no less than 2/3 of the other Board members at a meeting of the Board called for that purpose and for which notice of the purpose thereof has been given. A Board member can only be removed after having the opportunity to be heard by the Board at which a quorum is personally present.

Any possible conflict of interest on the part of any member of the Board, officer or employee of the Corporation, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee or officer exceeds five hundred dollars ($500) but is less than five thousand dollars ($5000) in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds five thousand dollars ($5000) in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the required newspaper is required. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy upon entering the duties of his or her office. The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made part of this policy statement.

The directors shall distribute the income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code.

The directors shall not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue Code; nor retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code; nor make any taxable expenditures – as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE V

Meetings

1. The Board of Directors shall hold an annual meeting each calendar year, within 30 days either side of September 1st. At least four of the five Club Officers are required to attend this meeting. This meeting will be open to all Club members interested in attending. Notice of this meeting (time, date, site) along with the proposed agenda – must be made in writing to Board Members and Club Officers at least fourteen (14) days prior to the meeting. Notice by means of email is acceptable. Notice of this meeting must also appear in the E-Newsletter at least fourteen (14) days prior to the meeting.

2. All votes of the Board shall be by majority of those present at a duly called meeting at which a quorum is present, provided, however, that the vote of any Board member submitted to the Secretary in writing at or prior to the meeting shall be counted as if the person so voting were present at the meeting.

3. Minutes of the Annual Meeting will be kept by the Club Clerk/Secretary. Another member of the Corporation approved by a majority of the Board present may keep minutes if the Clerk/Secretary is unable to be present.

4. Special Board Meetings may be called at the written request of not fewer than four (4) Board members and/or Club Officers.

5. A Club member-in-good-standing may request a Special Board meeting or hearing by submitting his/her request in writing with the signatures of at least ten (10) other members of the Club. At the Annual Meeting, any Club member in good standing can bring an issue before the Board for a vote if they submit their issue in writing with the signatures of at least ten (10) other Club members.

6. Four of the five Club officers must attend any Special Meetings of the Board. If the Secretary/Clerk cannot attend, a member of the Board or a Club Officer must be designated to record the minutes of the meeting.

7. Both scheduled and special Board meetings except for the annual meeting may be conducted either in person or virtually via the internet. Rules for the conduct and voting in virtual meetings are the same as those for conducting in-person meetings except that at any time during a virtual meeting any board member may call for the meeting to be reconvened as an in-person meeting. Business then will be continued when the meeting is reconvened.

ARTICLE VI

Standing and Special Committees

1. In addition to the Board of Directors, the Club shall have a standing Nominating Committee and such special committees as may be established from time to time by the Board or Club Officers.

2. The Nominating Committee will be tasked with locating and recruiting qualified candidates for Club Officers and the Board of Directors. Not more than one Club Officer shall serve on the Nominating Committee.

3. The Board of Directors shall appoint from the membership the chairman of each standing committee or special committee. The chairman may be but need not be a member of the Board of Directors. Each committee chairman may be removed by the Board of Directors.

4. Members of each standing or special committee shall be appointed by the chairman thereof after consulting with one or more members of the Board. The chairman of each such committee shall keep the Secretary/Clerk advised of the names of the members of his committee so that the Secretary/Clerk can maintain a current record thereof.

5. Each standing committee shall have such powers and duties as may be assigned to it by the By-Laws or by the Board, and, unless otherwise expressly provided, such powers and duties as are customarily incident to a committee of its particular function.

6. In carrying out its duties, each standing or special committee shall follow such procedures as it deems appropriate and shall keep such records of its proceeding as shall enable it, upon request to report on its activities to the Board or the membership. In addition each standing or special committee shall submit meeting minutes to the Secretary.

ARTICLE VII

Amendments

Amendments to these By-Laws can only be made at the Annual Meeting. The text of any amendment must be published at least two weeks prior to the Annual Meeting in the Club E-newsletter. Amendments may be adopted by the affirmative vote of no less than two-thirds (2/3) of the members of the Board of Directors when a quorum is present. Amendments may be proposed by any member of the Board or Officer of the Club or by a Club member in good standing upon petition addressed to the Board and signed by not fewer than thirty three (33) percent of the total number of members of the Club.

ARTICLE VIII

Insurance

The Club is authorized to purchase and maintain insurance on behalf of any person who is or was an Officer or Board Member against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of such person’s status by such, whether or not the Club would have the power to indemnify such person against such liability under the provisions of these By-Laws.

ARTICLE IX

Dissolution

The consent of 2/3 of the Board of Directors and a majority of Club members shall be necessary to affect dissolution of the Great Bay Masters Swimming, Inc. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE X

Miscellaneous Provisions

Fiscal Year: Except as otherwise determined by the Board of Directors, the fiscal year of the Club shall end on December 31.

Corporate Records: The original or attested copies of the By-laws and records of all meetings of the Board of Directors shall be kept at the principal office of the Corporation or at an office of the Corporation’s Clerk / Secretary. Said copies and records need not be kept in the same office.

Execution of Instruments: All checks or contracts on behalf of the Club shall be signed by the Assistant Treasurer, Treasurer or President. Any check in the amount of $5,000 or more must be signed by both the President and the Treasurer or Assistant Treasurer.