Bylaws

BYLAWS

FINS AQUATICS CLUB

ARTICLE I

Name and Location. The name of this organization is the Fins Aquatics Club. It is located in Philadelphia, Pennsylvania

ARTICLE II

Fins. "Fins" as used herein means the Fins Aquatics Club, a United States Masters Swimming, Inc. (USMS) team. The Fins Aquatics Club is also a member of International Gay and Lesbian Aquatics (IGLA).

ARTICLE III

Membership. Every Fins member (hereinafter referred to as "member") shall be a current member of USMS and current in his or her dues and assessments which may be established from time to time in accordance with Article VIII). For individuals who pay dues on a per-visit basis, to qualify as a member, a person must swim and pay dues to swim for at least three practices in a three-month consecutive period in the six (6) months immediately prior to the team meeting at which the vote is to be cast.

ARTICLE IV

Meetings of Members

Section 1. Place of Meetings. Meetings of the membership shall be held at any suitable place convenient to the membership as may be designated by the Executive Board.

Section 2. Annual Meetings. The annual meeting of the members shall be held on the first Sunday of October or on such other date within thirty (30) days thereof as may be designated by the Executive Board. At such meeting there shall be elected by ballot of the members, an Executive Board in accordance with the requirements of Article V of these Bylaws. The members may also transact such other business of the organization as may properly come before them.

Section 3. Team Meetings. It shall be the duty of the Secretary to inform current members of a regularly scheduled meeting of the members. Team meetings shall be scheduled at the discretion of the Executive Board, but no less than three times per year.

Section 4. Notice of Meetings. It shall be the duty of the Secretary to notify the membership of each annual and regularly scheduled meeting, stating the purpose thereof as well as the time and place where it is to be held, to each person whose name appears on the Fins membership roster. Proper notification may be provided via electronic mail (email), US mail, facsimile or other means at the discretion of the Executive Board, at least ten (10) days prior to such meeting. Service may also be accomplished by the delivery of any such notice by hand to the member. Notice by any such method shall be considered notice served.

Section 5. Quorum. The presence, in person or by absentee ballot, or by proxy, of members representing at least thirtyfour percent (34%) of the total membership shall constitute a quorum for the transaction of business at all meetings of members except as otherwise stated within these bylaws. Once a quorum has been established, the subsequent departure of one or more members shall not destroy the quorum for that meeting.

Section 6. Voting. At every meeting of the members, the members shall have the right to vote in person or by absentee ballot, or through the designation of a member in attendance to act as proxy. The vote of the members representing a majority of the members present at a duly called meeting shall decide any question brought before such meeting, unless the question is one upon which, by express provision of these Bylaws, a different vote is required, in which case such express provision shall govern and control. No person shall be eligible to vote or to be elected to the Executive Board unless he or she is a member of the Fins as defined in Article III. An electronic vote will be considered equally valid as a vote conducted at a team meeting that meets the Quorum requirement in Article IV Section 5. A member of the Executive Board or designee would create the poll and set an automatic close date. Once the poll is closed the vote would be considered valid upon verification that a Quorum was met.

Section 7. Order of Business. The order of business at all regularly scheduled meetings of the members shall be as follows:

a) Roll call and certification of absentee ballots, and announcement of proxy representation.;

b) Reading of the minutes of the preceding meeting;

c) Reports of officers (The report of the Treasurer shall include a report of all expenditures made by the Board since the previous meeting of the membership);

d) Reports of committees;

e) Approval of all budget expenditures exceeding $500.00;

f) Unfinished business;

g) New business; and

h) Adjournment.

A member may introduce agenda items by informing a member of the Executive Board five (5) days prior to the meeting date as defined in Article IV Section 4, if a vote on the subject matter is desired. Otherwise, the floor will be open for members to announce any new business they would like to discuss and potentially vote on at the team meeting.

ARTICLE V

Executive Board Members

Section 1. Number. The affairs of this organization shall be governed by an Executive Board composed of seven (7) members.

Section 2. Election of Board Members. Election of Board members shall be in accordance with Article IV, Section 2 of these Bylaws. The Board shall be comprised of six (6) elected members serving in the positions of President, VicePresident, Secretary, Treasurer, two (2) MembersatLarge, and one (1) Head Coach. The Head Coach will be appointed by a majority vote of the other six (6) members of the Board. These six (6) members of the Board shall be elected by the affirmative vote of a majority of the members present at a duly noticed annual meeting with a quorum present. No Executive Board member may serve in more than one official capacity on the Executive Board. In accordance with Article XI, the number of Board members may be changed by a vote of the members at any annual or regularly scheduled meeting; provided however, that no such change shall operate to extend or curtail the term of any currently serving Board member.

The process of nominating candidates for elected Board positions will be undertaken as described in the "Board Candidate Nomination Procedures" policy document. That document is incorporated by reference herein, and amendments thereto shall be in accordance with Art. XI of these bylaws.

Section 3. Powers and Duties. Each Board member shall serve as an officer of the Fins with the powers and duties accorded each officer by Article VI of these Bylaws. The Executive Board shall have all the powers and duties necessary for the administration of the affairs of the Fins except such actions that these Bylaws direct to be exercised by the members.

The powers and duties of the Executive Board shall include, but not be limited to the following:

a) To ensure that the Fins is primarily a sports/social organization available to gays and lesbians in the Philadelphia metropolitan area, its suburbs, southern New Jersey, and Delaware, who wish to participate and/or compete in swimming;

b) To provide for the collection of membership dues and special assessments if established by the affirmative vote of at least seventyfive percent (75%) of the membership present at a duly noticed meeting with a quorum present and to provide for the collection of special assessments if in accordance with Article VIII, Section 2;

c) To promulgate and enforce such rules and regulations as may be deemed proper respecting membership rights and obligations, all of which shall be consistent with the provisions of these Bylaws;

d) To appoint members of all committees provided for in these Bylaws and of such others the Executive Board may from time to time designate; and

e) Insofar as permitted by law, to do any other thing that, in the judgment of the Executive Board, will promote the purposes of the Fins and is not inconsistent with the provisions of these Bylaws.

Section 4. Election and Term of Office. Each elected Executive Board member shall serve a term of office fixed at one (1) year. The Executive Board members shall hold office until their successors have been elected and hold their first meeting. Executive Board members may serve unlimited consecutive terms. The Head Coach is an appointed position and shall serve at the discretion of the Executive Board.

Section 5. Vacancies. Vacancies on the Executive Board caused by any reason other than the removal of a Board member by a vote of the membership shall be filled by vote of the majority of the remaining Board members, whatever their total remaining number, and each person so elected shall be a Board member who shall serve out the remaining portion of the term, until a successor is elected by the members at a special meeting to be called by the Board. A vacancy in the position of Head Coach, occurring either by removal or by personal choice, will be filled in a timely fashion by an affirmative vote of a majority of the six (6) elected Board members.

Section 6. Removal of Board Members. At a regular or special team meeting duly called, any Board member may be removed by the affirmative vote of the majority of the entire membership of record and a successor may then and there be elected to fill the vacancy thus created. Removal and subsequent decisions on replacement of the Head Coach may be made by majority vote of the six (6) elected members of the Executive Board.

Section 7: Compensation. No compensation shall be paid to Executive Board members for their services as Board members, except for the Head Coach, who may be compensated for coaching services if authorized by the membership and the Board, as appropriate. The Head Coach shall not be entitled to vote on issues affecting his or her compensation.

Section 8. Organizational Meeting. The first meeting of a newly elected Executive Board shall be held within thirty (30) days of the election, at such place as shall be fixed by the Board members at the meeting at which such Board members were elected, and no additional notice shall be necessary to the newly elected Board members in order legally to constitute such meeting, provided a majority of the whole Executive Board shall be present. This first meeting shall include the members of the board most recently replaced by the immediately preceding election. Notice to these outgoing board members, if not present at the meeting to elect their successors, shall be required in accordance with these bylaws.

Section 9. Meetings. Meetings of the Executive Board may be held at such time and place as shall be determined, from time to time, by a majority of the Board members, but at least one such meeting shall be held each quarter. Notice of regular meetings of the Executive Board shall be given to each Board member and the membership, personally or by email, US mail, or telephone, at least seven (7) days prior to the day named for such meeting. Every Fins member is permitted to attend meetings of the Board, but a member may be excluded from deliberations relevant to voting on matters concerning that member.

Section 10. Quorum. At all meetings of the Executive Board, a majority of the Board members shall constitute a quorum for the transaction of business and the acts of the majority of the Board members present at a meeting at which a quorum is present shall be the acts of the Executive Board, except as otherwise provided for in these Bylaws.

Section 11. Action without Meeting. Any actions by the Executive Board required or permitted to be taken at any meeting may be taken without a meeting, if the members of the Executive Board unanimously consent to such action. Such consent or consents shall be filed with the minutes of the proceedings of the Executive Board.

Section 12. Expenditures. All expenditures made by any Fins member, including Executive Board members, on behalf of the Fins, for which the Fins will be held liable, must have the prior approval of the Board and be in accordance with Article IX, Section 4. All All expenditures made by any Fins member, including Executive Board members, on behalf of the Fins, for which the Fins will be held liable, must have the prior approval of the Board, and if applicable under these Bylaws, the approval of the membership, and must be in accordance with Article IX, Section 4.

ARTICLE VI

Officers

Section 1. Designation. The officers of the Fins shall be a President, a VicePresident, a Secretary, a Treasurer, two MembersatLarge, and a Head Coach

Section 2. Qualifications. Each officer shall be a member of the Executive Board which shall contain no other members.

Section 3. President. The President shall preside over all meetings of both the Executive Board and the general membership. The President shall have all powers and perform all duties accorded to him/her by these Bylaws including, but not limited to:

a) Serving on the Executive Board;

b) Acting as official team representative to the community and press except where that duty is conferred upon another Board member;

c) Serving as final arbitrator of disputes among team members;

d) Assisting the Treasurer in the development and adherence to the annual budget;

e) Validating voting procedures and results;

f) Setting agendas for Executive Board meetings and regularly scheduled team meetings;

g) Assigning various tasks to Executive Board members or any team member;

h) Planning, organizing and coordinating all Fins fundraising events in conjunction with other Board members;

i) Enforcing all Fins' policies; and

j) Exercising all other powers and performing all other duties accorded by the Executive Board.

Section 4. VicePresident. The VicePresident shall preside over all meetings of the Executive Board and regularly scheduled team meetings that the President is unable to attend. The VicePresident shall perform all duties incident to the office of VicePresident, including but not limited to:

a) Serving on the Executive Board;

b) Serving in the President's place when he/she is temporarily unable to fulfill his/her specific duties;

c) Serving as Acting President in the event that the Presidency has been vacated, and until the position has been filled in accordance with Article V., Section 5;

d) Acting as secondary team representative to the community and press when needed;

e) Assuring the contribution in a timely fashion articles and photographs pertaining to the Fins to various publications. (The name or photograph of any member shall not be disclosed or used in any article for any reason without first obtaining verbal permission from the member.);

f) Publicizing all fundraising efforts and charitable activities;

g) Enforcing all Fins' policies;

h) Maintaining active team memberships in United States Masters Swimming and IGLA, including attending, or designating another team member to attend, the annual meeting of the local LMSC and IGLA;

i) Exercising all other powers and performing all other duties accorded by the Executive Board.

Section 5. Secretary. The Secretary shall perform all duties incident to the office of Secretary, including but not limited to:

a) Serving on the Executive Board;

b) Keeping the minutes of all meetings of the Executive Board and of regularly scheduled meetings;

c) Maintaining a Fins membership roster consisting of the members' names, telephone numbers, addresses, dates of birth and membership status in U.S. Masters Swimming. In no event shall this roster be loaned, sold, or given to any organization or any person not a member of the Fins;

d) Determining any member's eligibility to vote at any meeting of the Executive Board or of the members;

e) Preparing and distributing all notices of meetings to team members;

g) Maintaining or overseeing the maintenance of the Fins Web site and, unless otherwise agreed, team merchandise, records, and other archival material;

h) Preparing and disseminating all correspondence on behalf of the team unless otherwise directed by the President;

Assisting any and all Executive Board members in the execution of any particular duty that requires assistance of a secretarial nature;

Enforcing all Fins' policies; and

i) Exercising all other powers and performing all other duties accorded by the Executive Board.

Section 6. Treasurer. The Treasurer shall perform all duties incident to the office of the Treasurer, including but not limited to:

a) Serving on the Executive Board;

b) Preparing the annual Fins budget for submission to the Executive Board, and to the Fins membership, for approval;

c) Collecting all funds raised by the Fins through fundraising efforts;

d) Maintaining full and accurate records of all moneys raised by the Fins through fundraising efforts;

e) Collecting all Dues and special assessments, if any and maintaining a record of all members' payments. Upon the request of any member for a temporary reduction or remission of dues, the Treasurer shall present the case to the entire Board, who shall then decide whether such reduction or remission is justified. In making this presentation, the Treasurer shall make every reasonable effort to keep confidential the identity of the member making the request.

f) Regularly presenting a list to the Executive Board of members who are delinquent in the payment of their membership dues;

g) Making payment of pool rental fees in a timely fashion;

h) Keeping an accurate and uptodate accounting record of assets, liabilities, debits and credits for all Fins bank accounts;

i) Depositing moneys from all sources of income into Fins accounts;

j) Ordering all necessary bank account materials;

k) Presenting to the Fins membership for a vote the request for any expenditure exceeding $500.00 and verifying the members' affirmative vote before disbursing those monies (If the team approves an event the normal expenses associated with that event are exempted from this requirement. Once an event is approved by the team, the Executive Board may approve an expenditure that is considered a normal expenditure associated with that event. Examples of events are swim meets, choosing pools at which to practice, etc.);

l) Enforcing all Fins' policies; and

m) Exercising all other powers and performing all other duties accorded by the Executive Board.

Section 7. MembersatLarge. The MembersatLarge shall perform all duties incident to the office of the MemberatLarge including but not limited to:

a) Serving on the Executive Board;

b) Acting as liaison between any individual team member and the Executive Board as a whole;

c) Ascertaining what issues are important to individual team members and raising those concerns at Executive Board meetings; attempting to resolve those issues and reporting back to team members;

d) Resolving disputes among team members, and where unable referring those issues to the President's attention;

e) Coordinating and publicizing Fins recruitment efforts;

f) Enforcing the Fins' policy that all swimmers in the pool must be current members of USMS; and

g) Exercising all other powers and performing all other duties accorded by the Executive Board.

Section 8. Head Coach. The Executive Board will appoint one (1) Head Coach. The Head Coach will be accorded all rights and responsibilities of an elected Board member and team member, except in matters concerning the appointment, termination, or compensation of a Head Coach. The Head Coach shall perform all duties incident to the position of Coach, including but no limited to

a) Serving on the Executive Board;

b) Coordinating with the coaching staff to ensure that every scheduled practice of the team is led by a coach;

c) Determining other appropriate teams with which to compete; and contacting, organizing, and preparing for Fins participation in such meets and matches;

d) Being aware of appropriate tournaments, registering the team as participants and informing the membership of the times, dates and itineraries of upcoming events where their participation will be required;

e) Making the President aware when no coach will be able to lead a regularly scheduled practice;

f) Meeting reasonable requests for individual tutorial assistance when needed;

g) Working in coordination with the other Coaches in determining the athletic goals of the team;

h) Providing periodic reports to the Executive Board regarding the team's progress towards its athletic goals, any proposed changes in workout setup or schedule, and opinions as to the team's competitive standing and future potential;

i) Enforcing the Fins' policy that all swimmers in the pool must be current members of USMS; and,

j) Exercising all other powers and performing all other duties accorded by the Executive Board.

ARTICLE VII

Liability and Indemnification of Officers and Directors. The Executive Board of the Fins shall not be liable to the members for any mistakes of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The Board members shall not have personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Fins, and shall be held free and harmless against any and all liability to others on account of any such contract or commitment except to the extent that such Board members are also members of the Fins.

ARTICLE VIII

Dues and Special Assessments

Section 1. Dues. Membership dues may be assessed if established by an affirmative vote of at least seventy-five percent (75%) of those present at a duly noticed meeting with a quorum present.

Section 2. Special Assessments. In addition to any dues established by these Bylaws, the Fins may levy a special assessment on the members of the team for any purpose that the Executive Board may consider appropriate or necessary, provided that any such assessment shall have the assent of seventyfive percent (75%) of the membership at a duly noticed meeting of the team with a quorum present.

Section 3. Nonpayment of Dues or Assessments. Any dues or assessments levied pursuant to these Bylaws which are not paid on or before the date when due shall be delinquent and any member owing such dues or assessments shall lose the right to vote and, practice and compete with the Fins until such payment is made. Notice of termination of membership for non-payment of dues shall be made at least fourteen (14) days before the termination is to become effective. Any dues or assessments may be waived, postponed or reduced by the Executive Board for an individual for reasons of financial hardship. Individuals that object to the decision of the Executive Board may bring the matter to Executive Board in a closed session.

ARTICLE IX

Fiscal Management

Section 1. Fiscal Year. The Fins fiscal year shall be from January 1 to December 31.

Section 2. Books. The Treasurer shall maintain books containing accurate and timely records of all moneys raised by Fins fundraising efforts, all moneys dispersed by the Fins and all moneys collected by the Fins from members as dues and assessments.

Section 3. Inspection of Books. Any member may inspect Fins books upon request to the Treasurer at any time, upon giving reasonable notice. The Executive Board shall review the books after the Treasurer has closed the books at the end of the fiscal year.

Section 4. Expenditures. All expenditures paid by any person member on behalf of the Fins for which the Fins will be liable or accountable must have the prior approval of the Executive Board. Any such expenditure exceeding $500.00 must also have the prior approval of the Treasurer in accordance with Article VI Section 68.

Section 5. Annual Budget. The annual Fins budget will be submitted to the Executive Board, and upon approval by the Board must be approved by an affirmative vote of a majority of the team members at a duly noticed meeting with a quorum present.

ARTICLE X

Committees

Section 1. Ad Hoc Committees. The Board or the members may, by majority vote, establish such other committees as deemed necessary or useful to the team. Such committees may either be constituted for a period of time determined in advance, or may be permitted to continue until such time as their purpose has been served

Section 2. Nominating Committee. The Nominating Committee shall be comprised of the two (2) Members-at-Large and three (3) other members appointed by the Executive Board. This committee is responsible for overseeing the nomination process as described in the "Board Candidate Nomination Procedures" policy document.

ARTICLE XI

Amendments. These Bylaws may be amended by the affirmative vote of members representing at least seventyfive (75%) of the members present at a duly noticed meeting with 67% of the membership present.

ARTICLE XII

Compliance and Interpretation. Any disputes with regard to the interpretation of these Bylaws shall be resolved by a majority vote of the Executive Board.

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