Article I: Name
Section 1. The name of this corporation shall be the Maverick Summer Swim League, Inc. (MSSL).
Article II: Purpose
Section 1. The MSSL is organized exclusively for charitable and or educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 c (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III: Board of Directors
Section 1. The business of the MSSL shall be directed by a Board of Directors that shall consist of not less than six or more than twenty. Directors shall generally be selected from among the member teams and other qualified individuals. Each Director shall be entitled to cast a single vote in all corporate matters in which a vote is called for.
Section 2. New Directors shall be elected by a retiring board at the annual meeting and serve a term of one year. If vacancies remain, the newly elected board shall fill them as soon as practical following the annual meeting. If
vacancies on the board occur at other times during the year, the board shall fill them as soon as practicable.
Section 3. A director may be removed from the board before the expiration of his term for any or no reason by a vote of 2/3 of the remaining directors.
Article IV: Officers
Section 1. Officers of the MSSL Board of Directors shall consist of a: President, Vice-President, Secretary, and Treasurer.
a. An officer may serve as a director.
b. Officers are elected by a simple majority vote of the MSSL Board of Directors at the corporation’s annual meeting. Their term of office shall last for one calendar year; however presiding officers may continue to serve as officers of the Board of Directors for additional terms by an affirmative voice vote of the Board.
Section 2. The duties of the President of the MSSL shall include:
a. Schedule and preside over all MSSL meetings.
b. Develop the schedule of dual swim team meets.
c. Coordinate the work of the officers and committees of the organization, as needed.
d. Serve as the contact person for all new swim teams wishing to be considered for membership in the MSSL.
Section 3. The duties of the Vice-President of the MSSL shall include:
a. Act as an aide to the President, and shall perform the duties of the President in their absence or in the event they are unable to serve.
b. Inventory and coordinate the ordering of all awards for both Dual and Championship Meets.
c. Coordinate the scheduling and training of all stroke and turn judges, coaches, starters, referees, and any new Team Representatives. Maintain and distribute an annually updated list to be distributed to each member swim team prior to the beginning of the swim season.
d. Serve as the Director of the Championship Meet, coordinating this event. This duty may be delegated to a Committee; however, the Vice-President shall oversee the functions of this committee.
Section 4. The duties of the Secretary of the MSSL shall include:
a. Record the minutes of all meetings of the organization.
b. Distribute a copy of the minutes to each MSSL League Representative.
c. Maintain a current copy of the By-Laws, Standing Rules, and technical rules for swim strokes and relays. Distribute to all swim teams prior to the beginning of the swim season.
d. Develop and maintain an information file listing current MSSL swim teams, coaches, swim team location maps and directions, swim team League Representatives, Officers, MSSL Board of Directors, and current list of stroke judge clinic attendees.
1. The information file should include: names, addresses, phone numbers, e-mail addresses, and other pertinent information.
2. A copy of the information file should be distributed to each member of the Board of Directors and MSSL League
Representatives prior to the beginning of the Swim Season.
Section 5. The duties of the Treasurer of the MSSL shall include:
a. Have custody of all of the funds of the MSSL.
b. Keep a full and accurate account of the receipts and expenditures of the MSSL.
c. Make disbursements as authorized by the officers and/or Board of Directors of the MSSL.
d. Be responsible for maintaining the checking account of the MSSL by making timely deposits and paying disbursements in a timely fashion.
e. Present a full report and an accounting of the financial actions of the MSSL checking account at each meeting.
f. Bill and maintain records of dues paid by MSSL swim teams.
g. Submit the books annually for an independent audit. Make sure that two (2) signatures will be required on all checks-all of the Executive Board members MUST be on the account.
Article V: Board Meetings.
Section 1. Regular Meetings.
The Board of Directors shall hold an annual meeting on the second Sunday of January, and shall schedule regularly scheduled meetings throughout the year, with advance notice of meeting dates, places, and times given to all Directors.
Section 2. Special Meetings.
Special meetings of the board of directors may be called by the president at any time with at least forty-eight hours notice to all Directors.
Article VI: Notice.
Section 1. “Notice” in these by-laws means actual notice, and may be given by any reasonable means, including mail, telephone, fax, email, or personally.
Article VII: Quorum.
Section 1. A quorum of Directors shall be required to be present at any regular or special board meeting before any corporate business may be conducted. A quorum of Directors shall consist of one more than half of the total number of
Directors currently serving and entitled to vote.
Article VIII: Voting.
Section 1. All matters to be voted on by the board of directors shall be made by simple majority vote unless otherwise provided for in these by-laws.
Section 2. The initial by-laws may be adopted by a simple majority of a quorum of Directors. The by-laws may only be amended by at least a 2/3 majority of all Directors.
Section 3. If a director cannot attend a board meeting, he/she may send another person with his/her proxy to vote on league matters in their behalf.
Article IX: Dissolution of the Maverick Summer Swim League
Section 1. The board of Directors may vote to dissolve the MSSL by a 2/3 majority of all Directors. Upon a successful vote of dissolution, the Directors shall direct that articles of dissolution be filed with the Secretary of State, to be effective on a date no sooner than thirty days nor later than ninety days following the vote of dissolution. Following a successful vote of dissolution of the MSSL, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue 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. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article X: Basic Policies
Section 1. The specific rules of the organization, guidelines, and technical rules for swim strokes and relays (freestyle, backstroke, butterfly, breaststroke, individual medley, freestyle relay and medley relay) will be stated in the Standing Rules of the MSSL.
a. The Standing Rules will be reviewed and adopted annually by the team representatives.
b. A current copy of the Standing Rules (including technical rules for swim strokes and relays) will be distributed to each swim team prior to the beginning of each swim season.
c. A current copy of the MSSL schedule of swim meets will be distributed to each Swim Team prior to the beginning of each swim season.
d. A current copy of the MSSL swim team location maps and directions will be distributed to each swim team prior to the beginning of each swim season.
Article XI: Swim Team Membership and Dues.
Section 1. Upon meeting all of the requirements for membership, a summer swim team may become a member of the MSSL by filing an application with current dues attached and receiving an affirmative vote of at least a 2/3 majority of a quorum of Directors.
Section 2. An existing swim team must have had a membership of not less than 40 swimmers in the prior summer swim league season to be considered for membership in the MSSL. A new swim team must have signed commitments from
at least fifty swimmers to be considered for membership in the MSSL.
Section 3. The Board of Directors of the MSSL reserves the right to limit the number of member swim teams.
Section 4. Each swim team shall pay annual dues to the MSSL as determined by the MSSL Board of Directors to maintain their membership status.
Article XII: Swimmers, Swim Meets, Scoring, Judging and Championship Meet.
SEE LEAGUE RULES FOR SWIMMERS, SWIM MEETS, SCORING AND JUDGING
Section 1. Championship Rules
a. The Board of Directors annually determines if a Championship Meet will take place at the end of the swim season. It is the responsibility of the Board of Directors to determine the dates, times, locations and specific guidelines and criteria for the Championship Meet.
b. All events at the Championship are timed finals. Three (3) timers per lane will be used.
c. All teams in the MSSL are required to participate in the Championship. All teams will send swimmers and volunteers (no minimum required) or the offending team will reimburse the League $500.00.
d. The Technical Rules for swim strokes and relays governing the Championship are consistent with those governing dual meets unless otherwise noted.
Appendix A: Maverick Summer Swim League By-Laws (Adopted December 2004)
CONFLICT OF INTEREST POLICY
The purpose of the conflict of interest policy is to protect the Maverick Summer Swim League’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the MSSL or might result in a possible excess benefit transaction. This policy is intended to supplement but not to replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
1. Interested Person-any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest-A person has a financial interest if the person has, directly or indirectly, through business, investment, or family;
a. An ownership or investment interest in any entity with which the MSSL has a transaction or arrangement,
b. A compensation arrangement with the MSSL or with any entity or individual with which the MSSL has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the MSSL is negotiation a transaction or arrangement. Compensation includes direction and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
1. Duty to Disclose-In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists-After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decided if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interesta. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the
discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the MSSL can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine a majority vote of the disinterested directors whether the transaction or arrangement is in the MSSL’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV-Records of Proceedings:
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of
interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the MSSL for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the MSSL for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the MSSL, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI-Annual Statements:
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the MSSL is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII-Periodic Reviews:
To ensure the MSSL operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the MSSL’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII-Use of Outside Experts:
When conducting the periodic reviews as provided for in Article VII, the MSSL may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.