Stafford Aquatic Team

P.O. Box 836 Stafford, Virginia 22555

[STAFFORD AQUATIC TEAM (STAT), INC. BY LAWS]

Revision History

Contents

Article I – Overview        5

Name and Mailing Address        5

Calendar Year        5

Article II – Purpose and Operation        5

Purpose        5

Non-Profit Operation        5

The Powers of the Team        6

Termination and Dissolution        6

Amendment of By-Laws        6

Method of Proposing By-Law Changes        7

Article III – Board of Directors        7

Team Oversight by Board of Directors        7

Election of the Board of Directors        7

Term of Office        7

Composition of the Board of Directors        8

Filling of Vacancies        8

Compensation of Directors        8

The Powers of the Board of Directors        8

Board of Director Meetings        10

Quorum        10

Notice of Meetings        10

Committees        11

Social and Activities Committee        11

Swim Team Committee        11

Article IV – Officers        12

President        12

Vice President        12

Treasurer        13

Secretary        13

Registrar        14

Social Director        14

Article V – Membership        14

Membership        15

Membership Status        15

Termination of Membership        16

Willingness to Serve        17

Code of Conduct of Membership        17

Article VI – Property and Finances        17

Article VII – Dues and Fees        18

Budget        18

Prorated Fees        18

Failure to Pay        18

Article VIII – Membership Meetings        19

Meetings of the Membership        19

Annual Membership Meeting        19

Special Meetings        19

Notice of Meetings        19

Quorum        20

Voting        20

Article IX – Miscellaneous        20

Miscellaneous        20

Auditing        20

Records        20

General Interpretation        20

Correspondence        20

Indemnification of Directors, Officers, Employees and Agents        21

Interpretation        21

1. Article I – Overview

1. Name and Mailing Address

The name of the Corporation is the Stafford Aquatic Team (STAT), Incorporated, hereinafter referred to as the TEAM. The name of the TEAM for purposes of swimming competition shall be STAT.

The mailing address is:

STAFFORD AQUATICS TEAM

P.O. Box 836

Stafford, Virginia 22555

2. Calendar Year

The calendar year of Stafford Aquatics Team shall commence on the 1st day of September and end on the 31st day of August.

2. Article II – Purpose and Operation

3. Purpose

Said corporation is organized exclusively for educational purposes and for the purpose of fostering national amateur sports competition. This is accomplished by the training and development of amateur athletes throughout the organization and operation of an aquatic team affiliated with United States Swimming, Incorporated, and Virginia Swimming, Incorporated.

4. Non-Profit Operation

Stafford Aquatic Team shall at all times be operated on a non-profit basis in furtherance of the goals and objectives of the TEAM and its underlying programs. Members shall receive no dividends or other interest in the assets of the Team. No part of the earnings of the Team shall benefit, or be distributable to, its members, officers, or any other private persons or corporations, except that the Team shall be authorized to pay reasonable compensation for services rendered and expenses incurred.

No substantial part of the activities of the Team shall be carrying on propaganda or otherwise attempting to influence legislation and the Team shall not participate in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Incorporation or these by-laws, the Team shall

refrain from engaging in any other activities not permitted of any tax-exempt organization under the Internal Revenue Code.

5. The Powers of the Team

The participation in the conduction of such meets and competitions as the Board of Directors shall determine from time to time to be in the best interest of the Team;

The publication and distribution of programs, newsletters, and other publications designed to promote the activities of the Team;

The solicitation and sale of advertising space in such publications and obtaining of sponsorships for competitions and publications;

The contribution of money or other things of value for programs or other causes in the furtherance of the affairs and interest of the Team;

The retaining of such persons, firms, or corporations as may be necessary in order to provide special services to the Team;

The purchase, sale, and conveyance of real or personal property and the entry into any contracts, leases, or other agreements necessary to properly conduct and administer the affairs of the Team;

The operation of food concessions and sale of swimming equipment and paraphernalia to its members and other persons; and

The authorization to engage in lawful activities as may be necessary to properly carry out the purposes of the Team and conduct its affairs;

6. Termination and Dissolution

The TEAM may be dissolved by the affirmative vote of three-fourths (3/4) of all Category II members of record. Voting on any such action may be made in person or by proxy at any regularly scheduled or special meeting of the Category II members, providing that the proposal must have been set out in the meeting notice. If dissolution of the corporation is approved, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt organization(s) hereto referred to Virginia Swimming, under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue law) as the Board of Directors shall determine.

7. Amendment of By-Laws

Amendments to the Bylaws may be adopted by the affirmative vote of a majority of the Category II members present at a meeting in person or by proxy, or by the Board of Directors.

8. Method of Proposing By-Law Changes

By-Law revisions must be proposed by either of two methods:

1. Majority vote of the Board of Directors.
2. By petition from the Category II Membership, petition must be signed by 10% of the active Category II membership.

3. Article III – Board of Directors

1. Team Oversight by Board of Directors

The Board of Directors consists of six voting officers/members, the Head Coach (tie-breaking vote only), and the past-President (non-voting). The property and operations of the TEAM shall be managed by the Board of Directors.

2. Election of the Board of Directors

The Directors shall be elected at the regular annual meeting of the members for a term of two years, except as hereinafter described. In voting for Directors, each Category II member may cast one vote for each seat to be filled. Newly elected Directors shall commence their term of office, and their predecessors shall terminate their term of office, as of the close of the annual meeting of members at which such election occurs.

3. Term of Office

Each officer shall hold office until his/her successor shall have been duly elected or until he/she resigns. In no event shall an officer hold the same position for more than two consecutive terms. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.

The terms of President and Vice-President may not align so that the terms of both the President and Vice-President terminate coincidentally. If this potential exists, the Board of Directors may affirm to extend the term of office of either office by up to one (1) year to eliminate the overlap.

The terms of Treasurer and Secretary may not align so that the terms of both the Treasurer and Secretary terminate coincidentally. If this potential exists, the Board of Directors may affirm to extend the term of office of either office by up to one (1) year to eliminate the overlap.

1. Term Completion

In taking an elected position, Board Members agree to a period of confidentiality on any and all team decisions made during their term on the board. That period of confidentiality will commence at the end of the term or resignation for a period of no less than 6 months.

4. Composition of the Board of Directors

The Board of Director positions may include these positions:

President, Vice President, Secretary, Treasurer, Social Director, Registrar Director, Head Coach (non-voting) and Past President (non-voting).

5. Filling of Vacancies

In the case of any vacancy, the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors, by affirmative vote of the majority, may elect a successor to hold office until the next annual membership meeting. At that time, the position will be open for election by the membership and will be filled for a two-year term. The unexpected portion of a Director’s service would not count towards the two-year term limit.

6. Compensation of Directors

Directors shall not receive any stated salary or compensation for their services as such; however, each director shall be entitled to receive reimbursement of any out-of- pocket expenses incurred in so long as the incurred expenses were agreed upon by the affirmative vote of the Board of Directors.

No member of the Board of Directors shall render service to, represent or undertake to act for any other organization, whether for compensation or not, where such relationship with the other organization conflicts with the interest of the Team.

7. The Powers of the Board of Directors

The Board of Directors shall have the power, consistent with these By-laws to manage the property and business of the Team.

The Board of Directors shall have power:

1. To make, amend and provide for the enforcement of rules for the regulation of the use of Team property.
2. To fix, impose and remit penalties for violation of these by-laws and rules of the Team.
3. To appoint agents, clerks, assistants, factors, and employees, and to dismiss them at its discretion, to fix their duties and compensations and to change them from time to time and to require security, as it may deem proper and necessary.
4. To confer on any officer of the Team the power of selecting, discharging or suspending such employees.
5. By majority vote of the remaining members of the Board, fill any vacancy in the membership of the Board of Directors until the next annual meeting of the membership.
6. To purchase or otherwise acquire property, rights or privileges for the Team, which the Team has the power to take, at such prices and on such terms as the Board of Directors may deem proper.
7. To pay for such property, rights or privileges in whole or in part with money, debentures, or other securities of the Team, or by delivery of other property of the Team.
8. To designate the bank or banks in which the funds of the Team shall be deposited and shall determine by whom and in what manner the Team’s bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, or other documents may be signed. All checks, drafts, or orders for the payment of money are signed by the Treasurer or President; however, the Board of Directors may from time to time designate another officer or officers to have this authority.
9. The Board of Directors may cause the books of the Team to be audited annually by internal auditors (active members with knowledge of acceptable accounting practices) selected by majority vote of the Directors, who shall not be Directors of the Team. The audit, as determined annually by the Board, will be made on a fiscal year basis and will be made available to the Category II Membership at the Annual Meeting. The Board of Directors may also cause the books of the Team to be audited by external auditors, biennially to coincide with the term of transition from the one treasure to the next, or as needed.
10. To appoint committees and define powers and duties of the same.
11. To propose bylaws changes to the Category II Membership.

8. Board of Director Meetings

The first regular meeting of the Directors shall be held not more than thirty (30) days following the annual members meeting, at which meeting they shall establish the date of regular Board of Directors meetings.

Any member of the Board of Directors who shall, without board approval, be absent from three consecutive meetings of the Board shall cease to be a member of the Board of Directors, unless the remaining board members vote that continuation of service is warranted and approved.

Meetings shall be presided over by the President, or, in his or her absence, by the Vice President, or, in his or her absence, by the Registrar. Four (of six) Board members constitutes a quorum for Board of Directors meetings.

All regular meetings of the Board of Directors, where general business of the Club is discussed and voted upon, shall be open to the general membership of the Team (see para 3.10.). Members of the Team who wish to have an issue addressed by the Board must notify a Director or at least one week prior to the meeting to request an agenda topic.

When a regular meeting consists of matters relating to personnel, disciplinary action, legal, taxation or similar affairs of a personal concern or requiring confidential treatment, the President, Vice President or a majority of board members, may call an Executive Session. Such matters shall be deliberated and decided in a closed Executive Session which only Board Members are entitled to attend. If such a matter arises during a regular meeting, by a majority vote on a motion of a question of privilege, the Board of Directors may decide to go into executive session on any such matter. At such time, any non-board member will be excused from the meeting. Deliberation and voting on all other matters shall be done during the open portion of any meeting.

9. Quorum

A majority of the Directors (four of six) shall constitute a quorum.

10. Notice of Meetings

The Secretary shall distribute notifications of all Board Meetings to the Directors through electronic or telephonic means at least 48 hours in advance. Board meetings

are open to all members of the Team; however, a protocol may be established by the Board of Directors to allow input or questions from the General Membership at a defined time during the meeting. Committee meetings may be held at the discretion of the committee Chairperson.

The President, or in his or her absence, the President-Elect or Vice President may call a special meeting of the Board of Directors at any time, and shall do so within fifteen days upon receipt of the written request of any three Directors. The time and place of each meeting shall be fixed by the President, or in his or her absence, by the President-Elect, or Vice President. Notice of each meeting shall be given at least seven days before the date of the meeting.

The President shall call a special meeting of the Board of Directors within ten days after receipt of the written request by any twenty Category II members, stating the business to be considered. At said meeting, members may attend to present such stated business and propose solutions for consideration by the Board.

The President shall call a special meeting of the Board of Directors within ten days after receipt of the written request of any member who has been suspended in order that the member may be heard.

11. Committees

The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors, which, shall have and may exercise the powers of the Board of Directors. Such committee or committees shall have such names as may be determined from time to time by resolution adopted by the Board of Directors.

Social and Activities Committee

When established, the Social and Activities Committee shall be chaired by the Social Director and shall be responsible for the operation and scheduling of the activities to be held by the Team. They shall clear, set-up and maintain a schedule of all activities of the Team subject to approval of the Board of Directors.

Swim Team Committee

When established, the Swim Team Committee shall be chaired by a Director designated by the Board and shall provide for the organization of the swim team, establish qualifications of the coaches, prepare recommendations for staffing and compensation for approval by the Board, conduct the general business of the swim team, and provide the Treasurer with an estimate of annual expenses and income for annual operating budget purposes. The chair will also work with the Social Committee to plan and prepare for swim the social functions, meets and practice.

Special Event / Fundraising Committee

When activated, the Special Event / Fundraising Committee duties include sponsorships, fundraisers, ribbons and awards for swimmers, sale of products such as swimsuits, caps, goggles, and special-order items for team apparel. The Special Event

/ Fundraising Committee will report their findings and suggestions through the Social Director at the Board of Directors monthly meetings.

4. Article IV – Officers

The Officers of STAT shall be the voting Directors. The Officers of the Team shall be the President, Vice President, Secretary, Treasurer, Registrar Director and Social Director.

All Officers of the Team shall prepare to report the status of their respective area of responsibility at each Board Meeting and the Annual General Membership Meeting.

1. President

The President is responsible for the overall activities of the team, and shall act as the

primary liaison between the general membership, Board of Directors, Virginia Swimming, and coaches.

The President shall preside at all meetings of the Board of Directors and the Team general membership unless the Vice President is designated to do so by the President in the President’s absence. The President shall be an ex-officio member of all standing committees and report all updates of standing committees to the Board of Directors at the monthly meetings. The President will be one of three signature authorities on the Team bank account. The President shall maintain a detailed Team President Turnover Binder for maintaining integrity of the position over time.

The Past President shall remain as a non-voting member on the board without specific duties for the purposes of continuity for a period not to exceed 6 months.

2. Vice President

The Vice President shall act in lieu of the President in the event the President is incapable of acting by reason of death, illness, resignation, or absence. The Vice President shall act as Parliamentarian in order to ensure proper order is maintained. Roberts’ Rules of Order shall be used as a guide when executing these duties. The Vice President shall be responsible for general oversight of all committees, unless the Board of Directors assigns oversight of a specific committee to another member. The Vice President shall appoint, from the Category II membership, TEAM representatives to the LSC House of Delegates, an Officials Chairman, a Safety

chairman, and a Meet Director. In addition, he/she shall appoint from the Category II membership, Chairperson for any designated committees. These positions will report to and be appointed by the Board of Directors. The Vice President shall coordinate and integrate changes to the Team By-Laws. The Vice President shall maintain a detailed Team Vice President Turnover Binder for maintaining integrity of the position over time. The Vice President shall perform additional duties as delegated by the Board of Directors or the President.

3. Treasurer

The Treasurer shall have custody of funds, securities, fiscal papers, and other intangible assets of the TEAM.

The Treasurer shall prepare and submit a budget report at each regular meeting of the Board of Directors. The Treasurer’s report will include delinquent accounts report for all accounts more than 30 days past due.

The TEAM Treasurer shall collect the revenues records of all assets and liabilities of the TEAM and shall administer the Team’s checking account as authorized by the Board of Directors. The Treasurer is responsible for all membership invoicing, payments, collections and payroll. The Treasurer also reconciles the Team’s banking accounts each month.

Unless otherwise directed by the Board of Directors, checks for payment of TEAM liabilities and salaries shall be signed by the Board of Directors President or Treasurer. Team incidental expenses can be signed by one of four account signers – either the President, Vice-President, Treasurer or Team Head Coach.

Specialized accounts may be authorized by the Board of Directors to facilitate the operation of the TEAM. Examples of such accounts are an Entry Fee Account, a Meet Directors Account, and a Fundraising Account. Debits and credits to these limited accounts may be made by a specified account manager, as appointed by the Treasurer and approved by the Board of Directors. Each account manager will provide to the Treasurer a monthly accounting of the transactions that took place with their account.

The Treasurer shall maintain a detailed Team Treasurer’s Turnover Binder consisting of the reports mentioned above and any additional information as deemed appropriate by the Treasurer and or Board of Directors for maintaining integrity of the position over time.

4. Secretary

The Secretary shall give, or cause to be given notice of all meetings of the members and directors and all other notices required by law or by these By-Laws, and in case  

his/her absence or refusal or neglect to so, any such notice may be given by any person directed by the Board of Directors or members upon whose written request the meeting is called and provided in these By-Laws. The Secretary shall make and keep minutes of all meetings of the Board of Directors and the general membership using an approved standardized format and the following process. A draft of the minutes shall be distributed to the Board of Directors within one (1) week of the meeting. The Board of Directors shall review these minutes in advance of the next meeting. During the ensuing meeting, the previous meetings minutes will be adjusted as required and approved by majority vote. The approved minutes will then be distributed to the Board of Directors within one (1) week of approval and posted on the website so as to be available for review by the general membership. The Secretary shall distribute approved copies of all meeting minutes to all appropriate members, by email or otherwise. The Secretary shall maintain a comprehensive record of all documentation generated by the Board of Directors or used by the Board of Directors. The secretary shall maintain a detailed electronic file of all meeting minutes on the team’s google drive. The Secretary shall perform other duties as delegated by the Board of Directors.

5. Registrar Director

The Registrar shall maintain the list of all active members and direct the admission process for new members, including the issuance of membership notification and direct the resignation of existing members through Team Unify. The Registrar shall coordinate with the Treasurer with regards to member contracts, adjustments, or terminations. The Registrar is also responsible for taking necessary actions to ensure STAT membership is maintained at the proper level and looking for new and creative ways to attract members to the Team. The Registrar shall maintain a Registrar Turnover Binder in order to maintain integrity of the position over time.

6. Social Director

Under the direction of the Board of Directors, the Social Director shall supervise all social activities. The Social Director shall organize and prepare the annual calendar of events for publication. The Social Director will coordinate with the Board of the Directors to establish a committee for each event to ensure adequate staffing of all social events. Unless another Director is appointed by the Board, the Social Director will chair and oversee the Special Event/Fundraising Committee. The Social Director shall maintain a detailed Team Social Director Turnover Binder in order to maintain integrity of the position over time.

5. Article V – Membership

7. Membership

The TEAM shall not discriminate in the selection of membership on the basis of race, color, religion, sex or national origin.

8. Membership Status

Section 1.

The membership of the TEAM shall be in the following categories:

Category I – USS Age Group Swimmers (age 18 and under) who constitute the athletic participants of the TEAM.

Category II – Parents and/or guardians of the Category I members. Category II membership is limited to one membership per family.

Category III – Alumni or parents and/or guardians of alumni.

Section 2.

All Category I TEAM members, Coaches and Officials shall be members of United States Swimming (USS).

Section 3.

Eligibility for membership in each category shall be determined as follows:

Category I – Prospective athletic participants must be 18 years of age or under, and pass a swimming test as established by the Head Coach or the head coach’s representative.

Category II – The parents or legal guardians of Category I members will automatically be Category II members.

Category III – Former Category I members (alumni) and their parents and/or guardians may be granted Category III membership by the Board of Directors.

Section 4.

All applicants for membership, and any change in category of membership, must be approved by a majority of the Board of Directors. During the yearly registration period, the Registration Chairman has the authority to provisionally reregister current and past members provided that they are in good financial standing with the TEAM. In addition, the Registration Chairman may provisionally register new members with the TEAM in accordance with instructions provided by the Board of Directors. If membership is refused by the Board of Directors, the registration fee will be refunded. Registration fees will not be refunded to applicants who accept membership, but subsequently leave the team.

Section 5.

Members of all categories are in good standing if:

1. The member has paid his or her annual dues or other assessment in the amount required by the date set by the Board of Directors.

2. The privileges of membership have not otherwise been suspended by the Board of Directors.

Section 6.

The Board of Directors may suspend the privileges of membership for any member of any category by a majority vote of the Directors present at a regular or special meeting, but only after such member has been given opportunity to be heard on the issue. The foregoing shall not apply to suspensions for the following:

1. The Board of Directors may delegate authority to the Head Coach to suspend the privileges of any member for up to seven (7) days.
2. Nonpayment of TEAM dues or applicable fees shall be grounds for automatic suspension of TEAM privileges, to include practice time, use of all TEAM facilities, and meet participation.
3. The Board may adopt an automatic suspension policy in cases of substance abuse.

9. Termination of Membership

Membership(s) may be terminated as follows:

3. Category I membership automatically terminates on the nineteenth (19th) birthday of the member or such older age as may be established by United States Swimming for age group swimmers

4. The membership of a member of any category may, for reasonable cause, be terminated by an affirmative vote of a majority of the Board of Directors. Except for nonpayment of fees, such cancellation of membership may only take place after the member has been given an opportunity to be heard. Membership termination shall not automatically relieve the member of his/her financial obligation to the TEAM.

Applications for reinstatement of any category of membership must be approved by the majority of the Board of Directors, but no member may be reinstated until all outstanding financial obligations to the TEAM have been satisfied.

10. Willingness to Serve

Membership in the Team implies a willingness to serve the Team in a variety of capacities, including but not limited to serving on the Board of Directors, Team committees and volunteering their time for other swim team and social events, as needed.

11. Code of Conduct of Membership

All categories of members shall be subject to the TEAM Bylaws, rules and regulations as prescribed by the Board of Directors, and facility rules and regulations as prescribed by the TEAM and by the organization providing pool time or facility use to the TEAM.

Any property of the TEAM, or the damage to a third party’s property that is billed to the TEAM, that is broken or damaged by a member of any category shall be replaced or paid for promptly by such member.

The TEAM assumes no responsibility, and members of any category can have no claim against the TEAM, for the property of members of any category, which may be brought into or left in any facility in which approved TEAM activities are being held.

6. Article VI – Property and Finances

Except for long-term facility leases and a line of credit, the TEAM is not authorized to

contract for any obligation in excess of its net worth, as adjusted for asset market value. The two individuals authorized to obligate the team are the President and

Vice President.

Section 1. Any obligation or pledge of the TEAM assets shall require prior approval

of a majority of the Board of Directors.

Section 2. The sale or transfer of any fixed assets of the TEAM requires an affirmative vote of two-thirds (2/3) majority of the Board of Directors.

Section 3. The funds of the TEAM shall be deposited only in a bank or institution 12 whose deposits are insured by the Federal Deposit Insurance Corporation.

Section 4. The funds of the TEAM shall be deposited in such qualified depository or depositories as the Board of Directors may from time to time, by written resolution, designate, and shall be so deposited within 72 hours of their receipt; provided, however,that receipts in the aggregate of five hundred dollars ($500) or less need not be deposited more often than once a week.

Section 5. The Board of Directors, may assign any office, committee chairperson, or employee, a budget to be used in the accomplishment of his or her duties in behalf of the TEAM, provided:

1. Expenses may be incurred only within the limits of the assigned budget
2. Any extraordinary expenses incurred shall be documented by the presentation of a legible bill to the Treasurer not later than thirty (30) days following the expenditure.

Section 6. The funds of the TEAM, except those on deposit as provided above, or 26 those invested in fixed assets, may be invested only in obligations of the United States Government, or with Government-insured financial institutions. They may not be loaned with any officer, Director, or member of any category of the TEAM.

Section 7. The use of a line of credit should only be for payment of necessary operating expenses of the TEAM and must be approved by majority vote of the Category II members (para 8.5. requirements apply) in person, or by proxy.

7. Article VII – Dues and Fees

12. Budget

The Treasurer shall propose a budget, which shall be voted on by the Board of Directors. At such meeting the fees for the coming year shall be established. An affirmative vote of the majority of the Board of Directors shall be necessary for passage of the budget.

13. Prorated Fees

New members who may join the Team after the billing invoices have been issued or after the start of the season, may have their annual fees prorated at the discretion of the Board of Directors.

14. Failure to Pay

Board-approved billing and payment policies and processes will be published in the annual TEAM Handbook. Each family will receive monthly statements. If payments are not paid as due, the team is under no obligation to enter the swimmer(s) in

upcoming meets. Accounts 30 days overdue will preclude swimmers from practicing with their group until the account is made current. If a check is returned due to insufficient funds, they will be charged for any expenses incurred by the team in addition to a returned check fee. Should collection actions on an account become necessary, the Member will be responsible for all costs associated with collections actions, to include court costs and/or legal fees. All funds owed to STAT swim team from the previous swimming year must be paid in full before the swimmer is allowed to participate in the new swimming year unless other arrangements have been approved by the Board of Directors. Swimmer accounts must be current/reconciled at least one week prior to meet registration deadlines to participate.

8. Article VIII – Membership Meetings

15. Meetings of the Membership

The Team shall conduct regular Board meetings once a month, during the fiscal year for the purpose of conducting Team business and financial affairs of the Team.

16. Annual Membership Meeting

The annual meeting of the members shall be held each year between September 1st and May 31st at such time and place as the Board of Directors shall designate. This meeting may coincide with the STAT Picnic.

17. Special Meetings

A special meeting of the members may be called by the President or by a majority of the Board of Directors. Upon the written request of not less than twenty-five percent of the current Category II members, a special meeting of the members shall be called by the President at a date not less than twenty nor more than thirty days after the receipt of such request. Notices of special meeting in all instances shall state distinctly the objects and purposes of the meeting and no business other than that for which it is called shall be presented or transacted.

18. Notice of Meetings

At least seven (7) days, but not more than twenty-one (21) days before the date of an annual or special meeting of the members, the Secretary shall cause written notice of the time and place thereof to be emailed or delivered to each Category II member at the address appearing for such Category II member on the records of the TEAM, and shall post notice of such meeting at all facilities used by the TEAM at least seven (7) days prior to such meetings.

19. Quorum

Except as otherwise provided in these Bylaws, at any annual or special meeting:

5. Thirty percent (30%) of the Category II members present in person or by proxy shall constitute a quorum, and
6. A simple majority vote of the Category II member families present in person or by proxy shall be sufficient to transact business.

20. Voting

Ten (10) days prior to any annual or special meeting, the membership roster of the TEAM shall be closed and a list of Category II members eligible to vote shall be prepared. At any annual or special meeting, each Category II member family shall be entitled to one vote and no more than one vote shall be cast for each such membership family. A Category II member may vote in person or by proxy designated in writing. A Category II member voting by proxy will be considered as present for the purposes of determining a quorum. Category I and III members shall be non-voting members, but may otherwise participate fully in all membership meetings

9. Article IX – Miscellaneous

21. Auditing

Internal audit of the financial status of STAT may be conducted annually and reported at the annual membership meeting. An external audit may be conducted biennially, at the time of Treasurer position transition.

22. Records

The Team shall keep correct and complete books and records in accordance with applicable laws of the State of Virginia, such books and records to be kept at the principal office of the Team or at such location as the Board of Directors may direct.

23. General Interpretation

Throughout this document, when the masculine, feminine or neuter general is used inappropriately, it shall mean the appropriate gender, and unless the content requires otherwise, the singular number shall include the plural, and vice-versa.

24. Correspondence

All correspondence with STAT shall use the postal mark as the official date (i.e. dues/fee payment)

25. Indemnification of Directors, Officers, Employees & Agents

Each person who acts as a Director, officer, employee or agent of the Team shall be indemnified by the Team against expenses actually and necessarily incurred by the person in connection with the defense or any action, suit or proceeding in which the Director, officer, employee or agent is made party by reason of being or having been a Director, officer, employee or agent of the Club, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct.

The right of indemnification provided here shall inure to each Director, officer, employee or agent referred to above, whether or not the person is such Director, officer, employee or against at the time such cost or expenses are imposed or incurred, and in the event of the person’s death shall extend to the person’s legal representatives.

26. Interpretation

Any question as to the meaning or proper interpretation of any of the provisions of these By-laws shall be determined by the Board of Directors. Any circumstances not specifically covered in the By-Laws shall be considered on individual merit by the Board.