BY‐LAWS OF THE BROOKINGS SWIM CLUB,
INC. (As amended on March 5, 2020)
ARTICLE I: NAME, LOCATION
The official name of the organization operating under these bylaws is Brookings Swim Club, Inc. It is hereinafter referred to as “BSC”. BSC is an incorporated organization located at Brookings, South Dakota. The BSC is a 501 (c)(3) non‐profit. BSC is a member of USA
Swimming. It maintains an official website.
ARTICLE II: PURPOSE
The purpose of BSC is to develop and maintain a competitive swim program that will foster a desire in swimmers to develop themselves to their full potential, encourage steady improvement in physical and mental health, and instill self discipline and an attitude of respect for oneself and for others.
ARTICLE III: MEMBERSHIP
Section 1. Membership shall be open to any swimmer who meets the basic swim requirements of entry and wishes to swim for BSC. No person shall be denied membership because of race, creed, sex, disability, sexual orientation, or national origin. Only swimmers whose dues are paid and are in good standing with BSC shall be eligible to swim for BSC at any meet.
Section 2. There shall be two types of membership – a junior membership for anyone belonging to BSC who is 18 years of age or younger, and a senior membership for anyone who is 19 years of age or older. A junior member shall not have a vote on any business of BSC, except that a parent, guardian, or adult family representative shall vote in his or her place at any meeting which the parent, guardian, or adult family representative shall attend. However, there shall be only one vote per family unit. A family unit shall consist of parents, guardians or adult family representatives and all junior members. Senior members who are not a part of such a family unit shall be entitled to a vote on all matters of the BSC. The head coach of BSC shall also be considered a senior member of BSC and shall be entitled to a vote on all matters of BSC.
Section 3. Liabilities. The members of BSC shall not be liable for any faults or debts of BSC.
Section 4. Dues.
A. Dues shall be set by the Board of Directors. Dues assessed shall be on an annual or seasonal basis for each member, and a senior member and junior member shall pay the same dues. Dues shall be assessed on a per swimmer basis or on a per family basis, and shall be in accordance with an amount to defray any operating expenses of the club.
B. Each swimmer is required to pay an annual fee to USA Swimming.
C. Dues/fees shall be payable as defined by Brookings Swim Club Dues Policy; any other arrangements must be made in advance with the Treasurer. All dues are subject to the refund/prorating policy in force.
D. Swimmers needing financial assistance will be considered for scholarship funds, if available. Only applicants who have submitted the necessary paperwork to the Board of Directors will be considered.
Article IV: BOARD OF DIRECTORS
Section 1. The Board of Directors of BSC shall consist of the president, vice president, secretary, treasurer, 2 at‐large representatives, immediate past president (or a 3rd at‐large representative), and the head coach. The head coach shall be a non‐voting member. All other board members shall be voting members.
The members of the Board of Directors (with the exception of the head coach and the immediate past president (or an appointed 3rd at large representative) shall be elected by a majority of the voting members of BSC in attendance at its annual meeting. Board positions shall have the following term lengths: President (1) year; Vice President (1) year; Treasurer (2) years; Secretary (2) years; Past President (1) year; At‐large (1) year. The Secretary shall be elected in even numbered years and the Treasurer shall be elected in odd number years. All board positions can be renewed by re‐election with a limit of 4 years at any single position and 5 continuous years on the board. The Board of Directors shall serve as the nominating committee for the annual election unless the Board of Directors appoints a separate nominating committee.
Section 2. The Board of Directors shall manage the business and implement the policies of the BSC as outlined by the By‐Laws and the Brookings Swim Club Parent and Swimmer Handbook.
Section 3. Vacancies occurring on the Board of Directors shall be filled for the unexpired term by election by the Board of Directors of BSC and with advanced consent of the nominee. A special meeting may be called for that purpose.
Section 4. The Board of Directors will hold regular monthly meetings at a time and place determined at the preceding meeting. The Secretary will notify the membership by email
through the Club’s official website at least seven (7) days before the monthly meeting. Special meetings of the Board of Directors may be called by the president of the board or by a majority of the members of the board. A notice (phone call, letter, email message, or text message) setting forth the time, place and purpose of such special meetings shall be given to each director at least one day prior to the time set for the meeting.
Section 5. The presence of a majority of the voting members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business. The affirmative vote of a majority of the Board of Directors at any meeting at which a quorum is present shall be an act of the board. Presence is permitted in person or by speaker phone, Skype, or other technology.
Section 6. Only senior members in good standing, or a parent, guardian or adult family representative of a junior member in good standing shall be eligible to serve on the Board of Directors. Only one member from a swimmer’s family may serve on the Board of Directors.
ARTICLE V: OFFICERS
Section 1. The officers of corporation BSC shall be a president, vice president, secretary, and treasurer, each of whom shall be elected from among the members of BSC. The officers shall be elected by a majority of the voting members of BSC in attendance at its annual meeting, and shall serve for the following term lengths or until their successors are chosen and have qualified: President (1) year; Vice President (1) year; Treasurer (2) years; Secretary (2) years.
Section 2. Only senior members in good standing or a parent, guardian, or adult family representative of a junior member in good standing may be eligible to hold office.
Section 3. The President of BSC shall give the general supervision and direction of the affairs and management of BSC and shall preside at all meetings of the membership and Board of Directors. The president shall appoint a chair of standing and special committees as needed for the good of BSC, and as may be prescribed by the Board of Directors, the president shall have such other powers and duties as conforms to the goals and objectives of BSC.
Section 4. The Vice President, in absence of the president of BSC shall exercise all of the powers and perform all of the duties of the president.
Section 5. The Secretary shall prepare such reports as are requested by the Board of Directors, shall keep a record of the proceedings of all meetings of the membership and the Board of Directors, and shall carry out other such secretarial duties as may be directed by the Board of Directors.
Section 6. The Treasurer shall have custody of the funds of BSC, shall receive all monies for dues and deposit them in a depository selected by the Board of Directors in such accounts as may be deemed necessary by the Board of Directors, and shall carry out other duties as defined in the job description and found in the Brookings Swim Club Parent and Swimmer Handbook.
Financial obligations by BSC will be approved by the Board of Directors and paid by the treasurer.
ARTICLE VI: MEETINGS
Section 1. Annual Meeting. The annual meeting shall be held at a place in the city of Brookings, South Dakota designated by the Board of Directors for that purpose, and shall be held in the spring shortly after the conclusion of the fiscal year. The annual meeting shall be held for the purpose of electing officers and transacting any other business that may come before BSC.
Section 2. Special Meetings. Other meetings of the membership may be called by the president or any two members of the Board of Directors as may be deemed necessary for the transaction of business.
Section 3. Notice of Meetings. Written notice of any membership meeting shall be given stating the date, time, place, and purpose to each member at least seven (7) days prior to the meeting. Any notices required in these by‐laws shall be given in writing to senior members and to the parent, guardian, or adult family representative of any junior member.
Section 4. Quorum, Decisions. A quorum of twenty‐five percent (25%) of all voting members must be present to conduct any business at a meeting of the membership, except for the purpose of amending these bylaws. Questions brought before the members shall be decided by a majority of the voting members present at a members meeting at which a quorum is present. Only the Board of Directors may bring questions before the membership.
ARTICLE VII: COMMITTEES
Section 1. The Board of Directors may create committees as needed, such as fundraising, meet planning, social, etc. The President of the Board appoints all committee chairs. Committees do not set policy. They report and make recommendations to the Board of Directors for board approval.
Section 2. The voting members of the Board of Directors serve as the Executive Committee. The Executive Committee may meet in closed session to discuss personnel issues and
other issues of a sensitive nature; they may invite additional members to provide input during the executive session as deemed necessary by the President.
ARTICLE VIII: EXECUTION OF
INSTRUMENTS
Section 1. No indebtedness or obligation shall be incurred by BSC except in such a manner and by such officers and persons authorized by action of the Board of Directors.
Section 2. The President and Treasurer of BSC shall have the authority to execute any instrument on behalf of BSC only when authorized by the Board of Directors. Whenever necessary for the conduct of any phase of business in BSC the Board of Directors may by resolution authorize the president to execute any document on behalf of BSC.
ARTICLE IX: FISCAL AFFAIRS
Section 1. The fiscal year for BSC shall begin on the 1st day of April and end on the 31st day of March of each year.
Section 2. An independent auditor shall audit the treasurers’ books annually and report the audit to the Board of Directors.
ARTICLE X: CORPORATE SEAL
The seal of BSC shall consist of a circle, and scribed about the inner edge with the words “Brookings Swim Club, Inc.” and words “Corporate Seal” in the center of such inscription.
ARTICLE XI: AMENDMENTS
Section 1. These articles of incorporation and bylaws may be amended, or repealed upon the affirmative vote of 2/3 majority of the voting members present if they were given at least seven
(7) days prior written notice of the proposed changes. The vote may be held at any regular or special meeting of the membership called for that purpose. If prior notice is not given, it will take a majority of the entire membership to amend any bylaw. Proposed amendments to the bylaws must receive the affirmative vote of 2/3 of the voting members of the Board of Directors prior to being brought before the membership for a vote.
ARTICLE XII: ORDER OF BUSINESS
Section 1. Roberts Rules of Order shall govern the order of business at all meetings of BSC unless otherwise provided in these by‐laws.
ARTICLE XIII: ETHICS POLICY/CONFLICTS OF
INTEREST
Section 1. To enable BSC to conduct its business effectively, and to foster confidence in the integrity of the officers and board of directors, the highest standards of ethics must be maintained.
Section 2. No officer or board member shall render services to represent, or undertake to act for any outside concerns doing business with BSC whether compensation is received or not received. Any exceptions to this provision require a majority vote of the Board of Directors, excluding the interested director, after the board has determined that such services do not conflict with the interests of BSC.
Section 3. No board member or member of BSC, shall solicit or accept, or permit their spouse or other family member to accept any personal financial benefit from capital improvement work to BSC. Excluding BSC employees, family members are not permitted to receive compensation from BSC for services rendered without approval from the board through a majority vote of the Board of Directors, excluding the interested director. Compensation paid to family members, if any, will be established and approved by the Board of Directors, excluding the interested director.
ARTICLE XIV: Termination and Dissolution
BSC may be terminated and dissolved upon the affirmative vote of at least two‐thirds (2/3) of all members entitled to vote. In the event of such termination and dissolution, the Board of Directors shall, after paying or making provision for the payment of all liabilities of BSC, make a determination for the further disposition of any remaining assets or net worth of the Club.
CERTIFICATE
The foregoing by‐laws of the BROOKINGS SWIM CLUB, INC. were adopted at a special meeting of the members and incorporators held at Brookings, South Dakota, this 12th day of November, 1973, and amended May 12, 1976; March 12, 1981; March 16, 1995; March 13, 2008; August 31, 2011; May 3, 2015; April 5, 2019; March 5, 2020..