On September 28, 2016, at our NEM Annual Meeting we will vote on the following new proposed amended bylaws:
This is a complete and correct copy of the Amended Bylaws (the “bylaws”) of the New England Masters Swim Club, Inc. It is the instrument by which we govern ourselves. It was approved by the Board of Directors on _________________, 2016.
Signed by principal officer: __________________
Helen Lin, President
Signature dated: _______________, 2016
AMENDED BYLAWS OF
NEW ENGLAND MASTERS SWIM CLUB, INC.,
a Massachusetts corporation
- The name of the Corporation shall be “New England Masters Swim Club, Inc.” (hereinafter called the “Club” or “The Corporation”).
- The address of the headquarters of the Club may be changed by the filing of the appropriate form with the Secretary of State. However, the headquarters must remain in the Commonwealth of Massachusetts.
- The Club is organized and functions under the authority of United States Masters Swimming (USMS). The Club is organized exclusively for social and recreational swimming not-for-profit purposes within the meaning of Internal Revenue Code Section 501 c (7).
- 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 USMS or any successor organization. The Club shall abide by the Constitution of USMS.
- The Club shall not discriminate on the basis of age, religion, color, race, national or ethnic origin, sex or sexual preference.
- The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes.
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. Any income derived from the promotion of amateur swimming shall be used to further promote amateur swimming.
- Membership in the Club shall be open to all interested persons 18 years of age or over who support the purposes of the Club, are eligible for USMS Membership and who are current in their obligations to the Club with respect to dues and fees. For purposes of these bylaws, a “Club member” shall be a person who has a current and active Club membership, which shall be determined by reference to the registration data available through the most current registration data available (currently, the USMS database).
- Membership dues and fees shall be established by the Board of Directors.
- 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 Board will notify the member in writing of the date that the Board will be voting on their possible suspension or termination. 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.
- The Corporation officers (collectively, the “Officers”) shall include at all times a President, Secretary (hereinafter referred to as the “Clerk”) and Treasurer. All Officers shall also be Directors (as defined in Article IV hereof), with the rights and obligations thereof. Officers shall serve without pay.
- The President shall exercise the powers and perform the duties assigned to him/her by the bylaws. 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. Without limitation, these duties shall include managing the Club’s Officers, Directors, and volunteers and supervising the Club’s day-to-day affairs. Any of the required Officers, with the joint consent of one of the other two required Officers (email acceptable), shall be authorized to use Club funds to pay Club expenses in transactions of less than $500.00 without seeking prior Board approval.
- The Clerk shall keep a copy of these bylaws and a record of proceedings at all meetings of the Board of Directors and, in a timely fashion, shall make available copies of said bylaws, amendments thereto, and annual meeting minutes via the Club’s website or similar means of communication accessible by all Club members.
- 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.
- The election, tenure, resignation, and removal of Officers shall be governed by the provisions regarding the election, tenure, resignation, and removal of Directors as set forth in Article IV of these bylaws.
Corporation Board of Directors
The governing body of the Corporation shall be a Board of Directors (also referred to herein as the “Directors,” the “Board”, or the “Board members”) consisting of the not less than three (3) and not more than fifteen (15) members of the Club, the specific number to be determined by vote of the Board at each annual meeting by the then-current Board of Directors forming the meeting’s quorum. Directors shall serve without pay, provided that if a Director is also the person primarily responsible for producing the Club’s newsletter (or its replacement), he/she may be compensated for those services in an amount approved as part of the Club budget at an Annual Meeting.
The responsibilities of the Board of Directors include, but are not limited to:
- Approve any operating decisions that represent substantial changes to existing Club practices, policies or procedures.
- Ensure the Club continues to act in accordance with its mission and purpose.
- Actively support the Club President as he or she endeavors to further the goals of the organization.
- Determine qualifications for Club Officers and conduct a careful search.
- Maintain an awareness of the performance of Club Officers and ensure that they are acting in accordance with the Club’s mission and purpose.
- Ensure effective organizational planning by actively participating in the planning process and assisting in implementing the plan’s goals.
- Ensure adequate resources to fulfill the goals of the Corporation through the establishment of annual dues.
- 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.
- Monitor and strengthen the organization’s programs and services.
- 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.
- Ensure legal and ethical integrity and maintain accountability.
- Recruit and orient new Board members and assess Board performance.
Define skills and experience desired for Board members and determine what will constitute a “balanced” board composition. Orient new board members to their responsibilities and the organization’s history, needs, and challenges.
Election of Directors: At each Annual Meeting, the then-current Board of Directors shall determine how many Directors there will be in the coming year and shall allocate at least one specific duty to each Director position. Any member of the Club can become a candidate for a Director position with the nomination from any Club member in attendance at the Annual Meeting. Each Director shall be elected by vote of a majority (50% plus 1 vote) of the Club members attending the Annual Meeting.
Tenure: Board of Directors members shall serve for a term of two years from the date of their appointment or election, with the option to renew, without election, for one additional two-year term. By successful motion of the Board, the end of any Director’s term may be temporarily extended until a successor is elected or appointed, provided that no such extension shall exceed six months. Directors’ terms shall be staggered so that no more than half the number of Directors will end their terms in any given year. To achieve such a stagger, the Directors may designate one or more Director positions to begin with or be extended by a single one-year term, provided such designation is duly noted in the minutes of the annual meeting. After serving for two two-year terms in any position, each Director, unless transitioning from a non-Director role into the role of President, must step down from the Board, but will be eligible to serve again after one year has elapsed. During that year, such former Board member may serve on Board committees, but shall not be a voting member of the Board. A non-President Director may transition directly from another Director role to the role of President without rotating off the Board for a year, it being noted that this provision does not require that a candidate for Club President to be a current Director. At all times during their tenure, Directors shall be registered members in good standing with the Club.
Resignation: Any Board member may resign by delivering his or her written resignation (email acceptable) to the Clerk of the Club. Such resignation shall be effective upon the date it is sent unless another effective date is specified therein. The President (or Clerk, if the President should resign) shall have the power to appoint a replacement Director. The replacement Director will be eligible to serve one additional two-year term after he/she has served out the remainder of the term of his/her predecessor.
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.
No person shall be disqualified from holding any office by reasons of any interest. In the absence of fraud, any director, officer or member of this corporation individually, or any individual having any interest in any concern in which any such directors, officers, members, or individuals have any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction, or other act of this corporation, and
(1) such contract, transaction, or act shall not be in any way invalidated or otherwise affected by that fact;
(2) no such director, officer, member, or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction, or act; and
(3) any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction, or act, and may vote to authorize the same;
The term “interest” including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern; the term “concern” meaning any corporation, association, trust, partnership, firm, person, or other entity other than this corporation.
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.
- For the purpose of these bylaws, a quorum is a majority (more than 50%) of the Directors.
- Unless otherwise specified herein, all votes taken by the Board at any meeting of the Board shall be by majority (50% plus 1 vote) of those present at a duly called meeting at which a quorum is present.
- The rules contained in the then-current edition of Robert’s Rules of Order shall govern the proceedings of this Club in all cases in which said Rules are applicable and do not conflict with these bylaws or any other special rules established by this Club, in which case the bylaws or special rules shall control.
- The President shall be the presiding officer at all meetings of the Board of Directors, including, without limitation, Annual Meetings. If the President is unable to attend any meeting of the Board, the Clerk or the Treasurer shall preside.
- The vote of any Director submitted to the Clerk in writing (hard or electronic copy) at or prior to a Board meeting shall be counted as if the person so voting were present at the meeting.
- The Board of Directors shall hold an annual meeting each calendar year, within 30 days of October 1. At least two of the three required Club Officers and a quorum of Directors must be present to hold the meeting. This meeting will be open to all Club members interested in attending. Notice of this meeting (time, date, site, and the proposed agenda) must be made in writing (email acceptable) by the President to Directors and Club Officers at least fourteen (14) days prior to the meeting (though as a courtesy the President is encouraged, but not required, to circulate this information to the Board at least thirty (30) days prior to the meeting). Notice of the time, date, and site of the Annual Meeting shall also be distributed to all Club members through email and the Club newsletter at least fourteen (14) days prior to the meeting. The time, date, site, and proposed agenda for the Annual Meeting shall also be made available on the Club website at least fourteen (14) days prior to the meeting. The suggested agenda is to follow the standard order of business as recorded in Robert’s Rules of Order to the extent that they are relevant to the affairs of the Club.
- Directors shall be permitted to add items to the written annual meeting agenda up to 36 hours prior to the meeting. At the Annual Meeting, each Director shall have the opportunity to provide an update on his/her Director duties during the previous year and his/her Director plans for the coming year.
- Any Club member attending the Annual Meeting shall have the opportunity to raise an item of Club business to the Board by prior notice to a Board member (email acceptable) or by motion from the floor.
- Minutes of the Annual Meeting will be kept by the Club Clerk. If the Clerk is unable to attend, the Clerk shall designate another member of the Board to record the minutes of the meeting.
- The Officer presiding over the Annual Meeting shall not vote on matters before the Board, except to break a tie.
- Special Board Meetings may be called at the written request of not fewer than three (3) Board members. A Club member-in-good-standing may request a Special Board meeting by submitting his/her request in writing with the signatures of at least twenty (20) other members of the Club.
- At least two of the three required Club Officers must be present to convene a Special Meeting of the Board. If the Clerk cannot attend, the Clerk shall designate another member of the Board to record the minutes of the meeting.
- Board meetings other than the Annual Meeting may be conducted via e-mail, conference call, or other similar electronic communication, provided that the meeting’s presiding officer shall provide all other Directors with advance written notice of the meeting’s date, time, format, and agenda no less than 72 hours prior to the meeting (email acceptable). Board votes may be taken via e-mail to the Clerk, provided that all Directors in attendance are given the opportunity to vote and that the Clerk replies to all Board members with a final summary of how each Board member has voted on the issue.
Standing and Special Committees
- In addition to the Board of Directors, the Club shall have such special committees as may be established from time to time by the Board.
- The Board of Directors shall appoint from the membership the chair of each standing committee or special committee. The chair may be but need not be a member of the Board of Directors. Each committee chair may be removed by the Board of Directors.
- Members of each standing or special committee shall be appointed by the chair thereof after consulting with one or more members of the Board. The chairman of each such committee shall keep the Clerk advised of the names of the members of his committee so that the Clerk can maintain a current record thereof.
- Each standing committee shall have such powers and duties as may be assigned to it by the bylaws or by the Board, and, unless otherwise expressly provided, such powers and duties as are customarily incident to a committee of its particular function.
- 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 to report on its activities to the Board and the membership.
Amendments to these bylaws can only be made at the Annual Meeting. Amendments shall be adopted by the affirmative votes of no less than two-thirds (2/3) of the Club members attending the Annual Meeting and two-thirds (2/3) of the Directors attending the Annual Meeting (to be counted and recorded in two separate rounds of voting). Directors and Club members are strongly encouraged, though not required, to deliver to President in writing (email accepted) the proposed text of any amendment at least fourteen (14) days prior to the Annual Meeting. Should the President or other presiding officer receive such proposed text, he/she shall promptly distribute a copy of such text to the Directors (email acceptable) and post the same on the Club website. At any time prior to the vote on an amendment, revisions to the text of the proposed amendments may be made by motion from the floor by any Club member (including, without limitation, Directors) attending the Annual Meeting.
The Club shall indemnify any Officer or Board member who was or is a party or is threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Club) by reason of the fact that he/she is or was an Officer or Board member against expenses (including attorney’s fees), judgments, fines and amounts in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Club and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful, except that no indemnification shall be made in respect of any criminal action or proceeding as to which such person shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application that, despite adjudication of guilt, in view of all of the circumstances of the case, such person is entitled to indemnity for such expenses or fines which the court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Club and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
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 bylaws.
The consents of every member of the Board of Directors and a majority of Club members shall be necessary to effect dissolution of the New England Masters Swim Club. In case of dissolution, Club assets will be used to promote amateur swimming. The specific manner of the assets’ use will be determined by the affirmative vote of no less than 2/3 of the Board of Directors then in office in accordance with the laws of the Commonwealth of Massachusetts and the bylaws of the Club.
Fiscal Year: Except as otherwise determined by the Board of Directors, the fiscal year of the Club shall end on September 30.
Biannual Review of Finances: Every other year, the Club Treasurer will have a qualified financial professional who is not a Director review the Club’s financial accounts, books and records. This review shall be completed no later than the end of the third month following the end of the fiscal year.
Corporate Records: Any original or attested copies of the bylaws and minutes 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. Said copies and records need not be kept in the same office. The Clerk, in a timely manner, shall make available copies of said bylaws and annual meeting minutes via the Club’s website or other means of communication similarly accessible to all Club members. All records of Club proceedings not available on the Club website shall be available at all reasonable times for inspection by any Club Member for any proper purpose.
Execution of Instruments: All checks or contracts on behalf of the Club shall be signed by the Treasurer or President. Any check in the amount of $5,000 or more must be signed by both the President and the Treasurer.
Transactions with Interested Parties: In the absence of fraud, no contract or other transactions between this Corporation and any other corporation or any firm, association, partnership or person shall be affected or invalidated by the fact that any Officer or Board member is pecuniarily or otherwise interested in or is a director, member or officer of such other corporation or of such firm, association or partnership or is a party to or is pecuniarily or otherwise interested in such contract or other transaction or is in any way connected with any person or person, firm, association, partnership, or corporation pecuniarily or otherwise interested therein; provided that he or she individually or as a director, member or officer of such corporation, firm association or partnership in such a party or is so interested shall be disclosed to or shall have been known by the Board at which action upon any such contract or transaction shall be taken; an officer or Board member may be counted in determining the existence of a quorum and may vote at any meeting of the Board for the purpose of authorizing any such contract or transaction with like force and effect as if he/she were not so interested, or were not a director, member or officer of such other corporation, firm, association or partnership, provided that any vote with respect to such contract or transaction must be adopted by a majority of the Board who have no interest in such contract or transaction.
End of Amended Bylaws