Article One

Organization

 

The name of this organization shall be:

 

The Woodlands Swim Team

 

The organization may at its pleasure, by a two-thirds vote of the membership body present and voting at a meeting called for such purpose, change its name or adapt a logo and/or seal.

 

Article Two

Purpose

 

The following are the purposes for which this organization has been organized:

 

a.       To provide a medium whereby the swimmers can develop skills in competitive sport from novice status through the national level.

b.      To administer the activities of the team.

c.       To perform all those functions of a non-coaching nature necessary for the operation of a well-managed organization.

d.      To raise funds and make expenditures necessary for the operation of the team

e.       To publicize the activities/accomplishments of the swimmers as a wholesome activity for residents of The Woodlands and the surrounding areas.

f.        To formulate and implement policy applicable to The Woodlands Swim Team operations and management.

 

Article Three

Membership

 

a.       All parents or legal guardians of team members must be members of the organization in order for their swimmers to participate in the program (practice, workouts and meets).  This membership is prerequisite to participation by their swimmers.

 

b.      Others whose interest coincides with the purpose and goals of this organization are eligible to join under the by-laws of the team, subject to approval by the board of directors. 

 

c.       A member may be denied voting privileges for cause or failure to comply with rules and regulations by a two thirds vote of the board of directors at any meeting of the Board, but only after a reasonable opportunity to be heard shall have been given the member.

 

                                                          Article Four

Duties of the Membership

 

The membership of the team shall recognize the authority of the coach and his staff in the technical training of the swimmers, and shall in no way interfere directly in the manner, methods and philosophy of the coach and his staff in the development of the swimmers at practice sessions or at meets.  Violation of this paragraph could result in loss of member voting privileges.  The coaches shall make time available on an appointment basis to discuss individual swimmer’s progress.  If this discussion is not satisfactory, comments, recommendations or complaints should be presented to the President in writing.

 

Article Five

Meetings

 

The annual membership meeting of this organization shall be held in September each and every year.  The secretary shall cause to be mailed to every member family in good standing at his address as it appears in the membership roster of this organization a notice telling the time and place of such annual meeting at least 14 days before such meeting.  At this meeting, the membership will elect officers and directors for the new year (October 1st to September 31st) and a “State of the Team” report will be made by the president and the head coach.

 

The presence of not less than ten percent of the total voting membership shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not less than 2 weeks nor more than four weeks from the date originally set by the board of directors and the secretary shall cause a notice of this rescheduled meeting to be mailed at least 10 days before such meeting.  A quorum as herein before set forth shall be required at any rescheduled meeting.

 

Special meetings of this organization may be called by the president when he deems it for the best interest of the organization.  Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roster at least ten days prior to the scheduled date set for such special meeting.  Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

 

At the request of fifty percent of the members of the board of directors or twenty-five percent of the voting members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least thirty days before the scheduled date.

 

No other business but that specified in the notice may be transacted at such special meeting.

 

 

Article Six

Voting

 

A member vote is defined as one vote per family.  Voting shall be by a show of hands except when by motion passed by a majority of the membership, voting may be roll call or secret ballot.

 

Article Seven

Board of Directors

 

The business of this organization shall be managed by a board of directors consisting of the officers of this organization and four members-at-large.  At least one of the board members elected shall be a resident of The Woodlands, Texas and a citizen of the United States.

 

The officers and directors to be chosen for the ensuing year shall be elected at the annual meeting of this organization by a majority vote of the members present and voting and they shall serve for a term of one year.  There is no limit to the number of terms that a Board member may serve.

 

Vacancies in the board of directors may be filled by vote of the majority of the remaining members of the board of directors for the balance of the year.

 

Any elected officer or director may be removed from office with or without cause by a vote of two thirds of the members present and voting at a meeting called for such purpose.  A meeting may be called to remove an officer upon recommendation by at least two thirds of the entire board of directors or upon petition to the secretary by at least twenty five percent of the entire membership.  A notice shall be sent to every member family at least 14 days before such meeting, stating the time, place and purpose of such meeting.

 

Additionally, prior to the annual membership meeting, the entire board of directors, by a majority vote, shall appoint a nominating committee to prepare a slate of officers and directors for the coming year.  At the annual meeting, the slate of nominees shall be presented to the members.  The candidates shall have been consulted and have agreed to serve before being presented at the election meeting.  Nominations for each officer and director may be made from the floor, but these nominees may not be considered unless they too have been consulted and agree to serve.

 

The names of persons to be nominated to the board of directors should be posted and made available to the general membership not less than two weeks prior to the annual meeting.  Notwithstanding the provisions of Article Six, when more than one individual is nominated for the same position as officer or director, either by floor nomination at the annual meeting or by the nominating committee, the voting shall be by secret ballot for all candidates.  Numbered ballots will be passed out to each voting member.

 

Article Eight

Officers

 

The officers of the organization shall be:  president, vice-president, past-president[1], secretary, treasurer, and head coach. Officers shall by virtue of their office be members of the board of directors.

 

No officer shall by reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director of officer.

 

The president shall preside at all membership meetings and be chairman of the board of directors. The president shall present at each annual meeting of the organization a “State of the Team” report outlining the work of the organization, including accomplishments from the past year, and plans for the coming year.

 

The president shall, with the consent of a majority of the board of directors, appoint all committees, temporary or permanent.

 

The president shall be one of the officers who may sign checks or drafts of the organization.

 

The president shall have such powers as may reasonably be construed as belonging to the chief executive of any organization.

 

The vice-president shall, in the event of the absence or inability of the president to exercise his office, become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

 

The vice president shall be a member of the governance committee and is responsible for maintaining an appropriate level of awareness within the board of directors of prudent business practices.  The vice president shall see that all books, reports and certificates as required by law are properly kept or filed.

 

The vice president is also responsible for all rules applying to membership of this organization.

 

The past-president shall consult regularly with the president to provide continuity of leadership within the board of directors.

 

The secretary shall attend to all correspondence of the organization and shall exercise all duties incident to the office of secretary.

 

The secretary shall keep the minutes and records of the organization in appropriate books.

 

The secretary shall establish, maintain, and monitor the official mailing address, and shall receive and distribute all incoming mail addressed to this organization.  The secretary shall maintain records of all official correspondence.

 

The secretary shall file any certificates required by any statute, federal or state.

 

The secretary shall give and serve all notices to members of this organization.

 

The secretary shall be the official custodian of the records and seal of the organization.

 

The secretary shall present to the membership at any meetings any communication addressed to the secretary of the organization.

 

The secretary is a member of the communications committee, which shall publish a periodic newsletter to inform the membership of board of directors activities and decisions as well as items of general interest from the coaching staff and about the swimmers.

 

The treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies and securities of the organization.  The treasurer shall exercise all duties incident to the office of treasurer.

 

The treasurer shall establish, monitor and maintain in good standing deposit accounts in a commercial bank insured by the FDIC or a savings and loan association insured by the FSLIC.  It shall be at the discretion of the board of directors, upon the recommendation of the treasurer, to open additional accounts or close existing accounts including accounts bearing interest.

 

The treasurer shall be responsible for membership registration and coordination of accounting with The Woodlands Athletic Center.

 

The treasurer shall be one of the officers who shall sign checks or drafts of the organization.  No special fund may be set aside that shall make it unnecessary for the treasurer to sign the checks issued upon it.  All monies collected for any swim team activity, function or project shall be processed through The Woodlands Swim Team account in the most expeditious manner.

 

The treasurer shall render at stated periods as the board of directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the board of directors meeting.

 

The treasurer shall present a verbal report of the financial status of the organization at each meeting of the board of directors.

 

The head coach is responsible for all training and competitive swimming activities.  The head coach is the primary point of contact between the board of directors and the rest of the coaching staff, and is the liaison with the Woodlands Athletic Center.

 

The head coach shall present a verbal report of swimming activities at each meeting of the board of directors.

 

Article Nine

Board of Directors Meetings

 

The board of directors shall have the control and management of the affairs and business of this organization.

 

A majority of the board of directors shall constitute a quorum and the meetings of the board of directors shall be held regularly each month at a time set by the president of the board of directors.

 

Each director shall have one vote and such voting may not be done by proxy.  Votes may be conducted by email at the discretion of the president, but a majority of all directors shall be required to pass a motion by email.  The same procedures apply to votes in a meeting and votes by email except that motions by email must be either made or seconded by the president.  All votes shall be documented by the secretary and included in the minutes of the next regular meeting.

 

Order of Business

 

1.      Roll call

2.      Reading of the minutes of the preceding meeting

3.      Reports of committees

4.      Reports of Officers

5.      Old and Unfinished Business

6.      New Business

7.      Adjournment

Article Ten

Salaries

 

The board of directors shall fire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

 

 

                                                         Article Eleven

                                                          Committees

 

 

The permanent committees shall be:  governance, treasury, communications, planning, and meet operations.  The board of directors shall select the chairpersons of the permanent committees.

 

a.       Governance – establish and maintain by-laws and other policies, procedures and agreements as may be necessary to operate and maintain the business aspects of the team in accordance with 501.c.3 requirements and other prudent business practices.

 

b.      Treasury – establish and maintain all finance and treasury-related procedures necessary to comply with prudent accounting practices and regulatory requirements for non-profit organizations..

 

c.       Communications – establish, maintain, and implement effective methods and practices for communicating all relevant information regarding the team and board activities..

 

d.      Planning - develop long-range strategic plans for facilities and team direction.  Develop and implement fund-raising programs as required for long-term team goals.

 

e.       Meet operations – plan and execute all activities required to host swim meets including bidding, budgeting, promoting, meet entries, set-up, operations, tear-down, and posting results.

 

All committees of this organization except permanent committees administered by the directors listed above shall be established by the president with the consent of a majority of the board of directors and their term of office shall be for a period of one year unless terminated early by a majority vote of the board of directors.

 

Article Twelve

Budgets, Fees and Financial Controls

 

Prior to the beginning of the fiscal year the treasurer with the consent of a majority of the board of directors, shall review past expenditures, develop a budget for the organization’s upcoming financial year (September 1 through August.31st) and establish a registration fee and other assessments and charges (except for coaching fees, which are established by the WAC) that the board of directors consider to be appropriate to meet the requirements of the budget.  The budget will then be presented to the board of directors by the treasurer and, if approved by a majority of the members present and voting at such meeting, that budget shall become the approved budget and shall provide the basis for expenditures to be made by the organization for the following fiscal year.  A copy of the approved budget shall be mailed to each member family.

 

All expenditures in excess of $500 not included in the approved budget shall require the approval of a majority of the board of directors.  The president shall have the right to approve expenditures not included in the approved budget up to $200 with the understanding that these expenditures be explained at the next board meeting.

 

Two approvals, one being that of the treasurer, shall be required on any payment which exceeds $1000, even if that amount was included in the budget approved by the general membership at the special meeting referred to above.  The board of directors may incur expenditures which do not exceed the budget by more than 10% without the need for further member approval.

 

Article Thirteen

Sponsor Participation

 

Sponsors lending financial support to The Woodlands Swim Team are encouraged and are welcome to attend meets and social functions.

 

Article Fourteen

Parliamentary Authority

 

The rules contained the current edition of Robert’s Rules of Order shall govern this organization’s meetings in all cases to which they are applicable and in which they are not inconsistent with these by-laws.

 

Article Fifteen

Amendments

 

Amendments may be made to the by-laws at any meeting which has been announced by a written notice mailed to each registered voting member and board member at least two weeks in advance of the aforementioned meeting.  That written notice must either specifically detail all impending by-law changes and/or supply notice of the reasonable location where proposed by-law changes will be available and posted.

 

       Article Sixteen

Coach Employment

 

The board of directors in cooperation with The Woodlands Athletic Center shall have approval of all coaching appointments to The Woodlands Swim Team.  A coaching subcommittee of the governance committee consisting of the head coach, the president and two (2) appointed board members shall annually or as is deemed necessary review the performance of the coaches and make recommendations to The Woodlands Athletic Center.  Any time a coaching change occurs, this committee shall be a part of the decision-making process in the selection of a new coach.

 

Article Seventeen

Section 1.  Dissolution of the Organization

 

Should the board of directors approve a motion to terminate The United States Swimming competitive swim team program at any time, the membership shall convene at the next scheduled general meeting, or at a special meeting, to address the consequences of such termination.  The members present at such meeting shall entertain a motion to dissolve the organization.  Should such a motion be made, the members present shall vote on the motion and, if passed, shall dissolve the organization.  Should the motion fail, the members present must determine a specific course of action for the organization, and no other business, other than the defined specific course of action, shall be undertaken until the next scheduled general meeting.

 

Section 2.  Distribution of Organization’s Funds

 

Should The Woodlands Swim Team dissolve the organization, the treasurer shall freeze the organization’s funds immediately.  Any invoices, reimbursement requests or requests for monetary advances received from the WAC, from the coaches, from the membership or from any third party by the treasurer after the termination, for any amount, shall be documented in writing and shall be presented at the next meeting called for approval prior to payment.  Such payments shall be approved by a majority vote of the members present and voting on an item-by-item basis.

 

All remaining assets of the organization shall be distributed according to Art. 1396-6.02 of the Texas Non-Profit Corporation Act.  The board of directors shall propose a distribution in writing and present it for approval by a majority vote of the members present and voting on an item-by-item basis.

 

 


[1]  If willing and able to serve.  If the former President is not available to serve for any reason, the office of Past-President shall remain vacant.