The name of this corporation is “Cosumnes River Aquatics” doing business as Elk Grove Aquatics Club (hereafter, “EGAC”).
If the Board of Directors shall determine that the corporation shall have a corporate seal, it shall be circular in form and shall bear on its outer edge the words “Elk Grove Aquatics Club” and in the center, the words and figures “Since 1984 Elk Grove, California.” The Board may change the form of the seal or the inscription thereon at its pleasure.
The principal office of the corporation shall be at 9701 Big Horn Blvd., Elk Grove, California. The corporation may move the location of its principal office and have other offices at such other places as the Board from time to time may determine.
The corporation is organized and shall be operated exclusively for such purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1984 and the Regulations thereunder as they now exist or as they may hereafter be amended (collectively, the “Code”). The corporation shall: (a) provide support for the competitive teams sponsored by the EGAC; (b) maintain facilities for the use of the EGAC competitive teams; (c) foster USA Swimming and participate in Sierra Nevada Swimming (the Local Swim Committee of USA Swimming) through the development of national and international swimmers; and (d) foster sportsmanlike conduct and competition.
MEMBERS AND CORPORATE POWERS
The corporation shall have four (4) classes of members as
3.1.1 The parents and guardians whose children and wards have been selected each year by the Head Coach or other Coaches, as applicable, to participate in EGAC’s, Black, Red, Blue, White, Green or other competitive programs for an entire calendar year; who maintain a good standing as members by keeping their time commitment to: maintain the team facilities, assist in the administration of EGAC, assist in the conduct of swim meets and other related activities sponsored by EGAC, and who constructively contribute to the welfare, best interests and public image of the organization, and whose children and wards maintain their membership by good conduct, keeping team discipline, and payment of fees shall be referred to as “Voting Members”.
3.1.2. The parents and guardians of college and other swimmers who use the team training facilities for less than half of the team’s calendar year, and parents, guardians and swimmers who have “graduated” from the Club in good standing shall be “Contributing Members”.
3.1.3. All swimmers participating in USA Swimming as members of an Elk Grove Aquatics Club swim team,-including the Black, Red, Blue, White, or Green groups, or other group or program members as designated by the Head Coach, shall be “Swim Team Members”. All Swim Team Members shall be required to register with USA Swimming as members of EGAC.
3.1.4. The Head Coach, and members of the coaching staff, including those coaches engaged to coach the EGAC Black, Red, Blue, White, and Green groups, or other programs, shall be the “Coaches” and collectively with the Voting Members, the Contributing Members, and the Swim Team Members, they shall all be referred to as “Members” of the EGAC
3.2 Membership Year
The Membership Year for determining membership shall be from August 1 to July 31. Each year the Head Coach designates those swimmers who shall participate in the following year’s Black, Red, Blue, White, and Green teams and other programs. All such swimmers who maintain their good standing and whose respective parents and/or guardians maintain their obligations to EGAC including all monetary and volunteer time commitments, shall be eligible to participate in USA Swimming competition under the EGAC name. All eligible swimmers on this list shall be eligible for available EGAC financial support when competing in Local, Regional, National and International competition.
3.3 Corporate Powers.
All of the corporate powers of the corporation shall be exercised by the Officers, except to the extent specifically provided otherwise by law or by these Amended and Restated Bylaws.
MEETINGS OF THE BOARD OF DIRECTORS
4.1 Annual Meetings
The Annual Meeting of the Membership for the election of Officers for the Board of Directors, and for the transaction of such other business as may properly come before the meeting, shall be held at the corporation’s annual Spring Banquet, Spring Meeting, or at such other place within or outside the State of California as the Board shall designate by resolution.
4.2 Regular Meetings
Regular meetings of the Board of Directors of the corporation shall be held monthly, unless otherwise scheduled by the Officers, at the principal office of the corporation or at such other place within or outside the State of California as the Officers shall designate, on such dates and at such times as the Officers may determine by resolution.
4.3 Special Meetings
Special meetings of the Officers of the Board of Directors may be called at any time by the President and must be called by the President upon receipt of a written request from any two (2) Officers, and shall be held at the principal office of the corporation or at such other place as the President shall designate.
4.4 Notice of Meetings
Notice of the time, place, manner, and purpose or purposes of annual, regular or special meetings shall be given or served personally by the President, by any means of communication, upon each person who appears upon the books of this corporation as an Officer or a member of the Board of Directors, as applicable; however the business which may be transacted at any meeting shall not be limited to the purpose or purposes set forth in such notice. Notice of any annual, regular or special meeting shall be given not less than five (5) or more than sixty (60) days prior to the date of the meeting. Such notice, if mailed or e-mailed, shall be directed to each Officer , at the Officer’s address , as it appears on the books of the corporation, unless the Officer, shall have filed with the Secretary of the corporation a written request that such notice be mailed or emailed to some other address, in which case the notice shall be mailed or e-mailed to the address designated in such request.
4.5 Waiver of Notice
An Officer may waive any notice required by statute, the Certificate of Incorporation or these Amended and Restated Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the Officer entitled to the notice, or made by electronic transmission by the Officer entitled to the notice, and delivered to the Board of Directors for inclusion in the minutes. Notwithstanding the foregoing, an Officer’s attendance at or participation in a meeting waives any required notice to the Officer of the meeting unless the Officer at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
At any meeting of the Officers, the presence of a majority of the Officers, serving at that time shall constitute a quorum for all purposes except as otherwise provided by law or by these Amended and Restated Bylaws. The act of a majority of those Officers present at any meeting at which there is a quorum shall be the act of the corporation except as otherwise may be provided specifically by law or by these Amended and Restated Bylaws. At any committee meeting, the presence of a majority of the committee members serving at that time shall constitute a quorum and the act of a majority of those present at any committee meeting shall be the act of the committee, except as otherwise may be provided specifically by law or by these Amended and Restated Bylaws. Either in the absence of a quorum or when a quorum is present, an Officer or committee meeting may be adjourned from time to time by vote of the majority of those present in person, without notice to those in attendance other than by announcement at the meeting. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
At every meeting of the Officers of the Board of Directors, each Officer, entitled to vote by these Bylaws shall be entitled to one (1) vote in person and not by proxy. Officers that attend by phone or video call are still eligible to vote.
4.8 Action by Consent
Any action required or permitted to be taken at any meeting of the Board, the Officers, or any committee thereof, may be taken without a meeting if prior or subsequent to such action a written consent to such action is signed by all Officers of the Board of Directors or by all members of such committee, as the case may be, and if such written consent is filed with the minutes of proceedings of the Board or the committee.
4.9 Meetings by Conference Call
Meetings by telephone conference call or by any means of communication by which all persons are able to hear each other shall be permitted, upon proper notice, provided that a quorum of Officers, participates in any such conference call.
4.10 Contracts and Services
The Officers of the Board of Directors may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding that they also may be acting as individuals, or trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as stockholders, directors, trustees or otherwise. However, any contract, transaction, or act on behalf of the corporation in a matter in which any Officer is personally interested as a stockholder, director, trustee or otherwise shall be disclosed to the Board of Directors, conducted at arm’s length, and shall not violate the proscription in the corporation’s Certificate of Incorporation against the corporation’s use or application of its funds for private benefit. In addition, no contract, transaction, or act shall be taken on behalf of the corporation if such contract, transaction or act is a prohibited transaction or an act of self-dealing as those terms are defined in the Code, or would result in the denial of any tax exemption, deduction, or benefit under any provision of the Code. In no event, however, shall any person or other entity dealing with the Officers of the Board of Directors be obligated to inquire into the authority of the Officers to enter into and consummate any contract, transaction, or other action.
COMMITTEES OF THE BOARD
From time to time the Board may authorize by resolution such standing committees and ad hoc committees as the Board shall deem necessary. The Officers shall also have the authority to authorize, subject to the approval of the Board, special committees from time to time as needed.
All committees shall be appointed by the President, with the advice and consent of the Officers, and the President shall further appoint the chairperson of each committee. Non-board Members shall be eligible for appointment as members of committees, but may not serve as the chairperson of any committee in the absence of specific authorization by the Board. In addition, non-Officer committee members may not vote in connection with any action that may bind the corporation.
BOARD OF DIRECTORS – OFFICERS
6.1 Officers Term Election
The Officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, a Registrar, a Local Swimming Committee, (“LSC”) Representative, a Parliamentarian, and a Volunteer Coordinator. Assistant officers shall have such duties and powers as are determined by the Board, provided that such powers and duties are not inconsistent with these Amended and Restated Bylaws. An assistant Officer’s term shall be the same as the Officer they are assisting. Any person may hold more than –one office, but they may only have one vote on the Board of Directors. All Officers shall be elected for a term of two (2) years, and shall hold office until their successors are duly elected at the Annual Meeting and assume office.
In case any Officer of the Board of Directors becomes vacant by death, incapacity, resignation, retirement, removal, disqualification or any other cause, the Head Coach will nominate a successor to be voted on by the Board of Directors. If the successor nominated by the Head Coach does not receive a simple majority of the vote, the Board of Directors may nominate a successor, and may elect, with a simple majority, that person to fill such vacancy, and the person so elected shall hold office and serve until the earlier of the next Annual Meeting or the date on which a successor is elected and assumes office. In the event that any Officer cannot conduct the duties of their office for a period exceeding sixty (60) days, the Board has the authority to determine the position to be vacant.
6.3 Election of Board Officers
Following nomination by the Head Coach, and any nominations from the floor by the Voting Members at the Annual Meeting, elections shall be conducted by the President. Only those persons who have consented to serve, if elected, shall be eligible for nomination from the floor by the Voting Members. The Officers shall be considered elected upon receiving a majority of the vote of the Voting Members who are then present and voting at the Annual Meeting.
The President of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The President is a member of the EGAC Board of Officers, has one vote, and is generally responsible for the overall operation of the EGAC. The President shall, subject to the control of the Board of Directors, generally supervise, direct and control the business and the officers of EGAC. The President shall preside at all membership meetings and meetings of the Board of Directors. They shall appoint all standing and special committees and shall be an ex-officio member of those committees, with the right to vote. The President will approve all official documents, call special meetings when necessary and certify all acts of the Board in conjunction with the Secretary. In conjunction with the secretary, shall notify the Board of Directors and members of meetings. Candidates must have served a full year at another board position or have served as Vice President to be considered.
The Vice President of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The Vice President is a member of the EGAC Board of Directors (Officers), has one vote, and shall act as aide to the President and in the absence of the President, shall perform the duties of the President. They will be responsible for all property of the EGAC, and shall also perform other duties as may be assigned by the President or the Board of Directors.
The Secretary of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The Secretary is a member of the EGAC Board of Directors (Officers), has one vote, and is responsible for the keeping of records. The Secretary shall record minutes of all membership meetings and meetings of the Board of Directors. They shall conduct team correspondence, except when assigned to committee chairperson, and maintain records of all correspondence. They shall, in conjunction with the President, issue notice of meetings, certify all acts of the Board, and conduct other duties as may be assigned by the President or Board of Directors.
The Treasurer of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The Treasurer is a member of the EGAC Board of Directors (Officers), has one vote, and is responsible for all financial matters. The Treasurer shall have custody of and be responsible for all funds in whatever place of deposit as designated by the Board of Directors. The Treasurer and one other officer will sign all disbursements. They shall be responsible for the submission of financial statements to the members and the Board of Directors when requested by the President, and for filing tax reports, as required. They shall be responsible for issuing timely billings to the membership and for collecting and depositing all fees and monies due to the EGAC.
6.8 Head Coach
The Head Coach of the EGAC is a contracted position, and is contracted by a majority vote of the Board of Directors. The Head Coach is a member of the EGAC Board of Directors (Officers), has one vote, and is responsible for the “Wet Side” of the Team. The Head Coach shall be responsible to the Board of Directors for providing a competitive aquatic program in line with the objectives and purpose of the EGAC.
The Head Coach shall keep all certifications as required by USA Swimming and the State of California, and provide a copy of all certifications to the Secretary.
6.8.2 Assistant Coaches
The Head Coach shall recommend hiring, firing, and compensation for assistant coaches to the Board, assign assistant coaches their duties, which groups they will coach, and which Swim Meets they are responsible to attend. They will supervise and evaluate assistant coaches in the performance of their duties, handle problems, including complaints, concerning assistant coaches, and report assistant coaches working hours to the Treasurer. They will also require all assistant coaches to be currently certified, and maintain all required certifications.
6.8.3 Swim Meets
The Head Coach will submit a definite meet schedule as meet dates are available, provide meet sheets for all meets when available, and see that coach or coaches will attend all team-scheduled meets.
6.8.4 Swimmers Conduct
The Head Coach will coordinate the development of rules concerning the EGAC Athlete Code of Conduct.
The Head Coach will prepare time schedules for practices and see that all swimmers are notified, prepare appropriate workouts in the event that the pool is unavailable, and oversee the coaching of all groups.
The Head Coach will report to the President of the Board any case of serious misconduct.
The salary of the Head Coach and contract provisions will be set upon mutual agreement between the Board of Directors and Head Coach.
6.8.8 Team Equipment
The Head Coach shall be responsible for the acquisition, management, and care of all team equipment and shall be under the immediate supervision of the Vice-President, who shall keep a current audited inventory list. Copies shall be given to each Board member.
The Registrar of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The Registrar is a member of the EGAC Board of Directors (Officers), has one vote, and is responsible for the membership of the EGAC. The Registrar is responsible for processing EGAC memberships, including new memberships and renewals; for responding to inquiries from members, potential members, Sierra Nevada Swimming officers and representative, and USA Swimming officers and representatives, as well as outreach and promotion to attract new members to the EGAC in collaboration with the Volunteer Coordinator.
6.10 LSC Representative
The Local Swimming Committee (“LSC”) Representative of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The LSC Representative is a member of the EGAC Board of Directors (Officers), has one vote, and is responsible for interactions with the LSC. The LSC Representative represents the EGAC at LSC meetings, reports information from Sierra Nevada Swimming to the EGAC Board of Directors, and is a stand-in voting member for the Head Coach.
The Parliamentarian of the EGAC is an elected position as per section 6.3 of these Amended and Restated Bylaws. The Parliamentarian is a member of the EGAC Board of Directors (Officers), is a non-voting position, and is responsible for the Rule of Order at EGAC board meetings and all other functions, based on Roberts Rules of Order, newly revised or any subsequent edition, and for providing bylaw guidance to the President. They will give similar advice to members of the EGAC when requested and They will be a member of any Bylaws Committee established by the Board of Directors.
6.12 Volunteer Coordinator
The Volunteer Coordinator of the EGAC is elected as per section 6.3 of these Amended and Restated Bylaws. The Volunteer Coordinator is a member of the EGAC Board of Directors (Officers), has one vote, and is responsible for all Volunteering and social organization within the team. The Volunteer Coordinator organizes meet timing for all meets, volunteer staffing for all EGAC hosted swim meets, social activities. The Volunteer Coordinator attends regular Board meetings and monitors and reports on volunteer hours for all members.
Any Officer of the EGAC Board of Directors may be removed from office with or without cause by the affirmative vote of two-thirds of the EGAC Board of Directors. Additionally, an Officer of the EGAC Board of Directors may be suspended for cause by the affirmative vote of a majority of the Board.
AGENTS AND REPRESENTATIVES
The Board may appoint additional agents and representatives of the EGAC to perform such acts or duties on behalf of the EGAC as the Board may see fit, so far as may be consistent with these Amended and Restated Bylaws, and to the extent authorized or permitted by law.
CONTRACTS AND ADMINISTRATION OF FUNDS
8.1 Contracts and Administration of Funds
The Board, except as these Amended and Restated Bylaws otherwise provide, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to a specific instance.
The EGAC shall have the capability of raising monies. The Officers shall adopt an annual budget which shall serve as their guide in setting yearly membership fees. The disposition of funds, including the interest from the USA Swimming Fund, but excluding the corpus of the USA Swimming Fund, held in the name of the EGAC shall be at the discretion of the Board.
9.1 Fiscal Year
The fiscal year of the corporation shall be August 1 to July 31, unless otherwise determined by resolution of the Board.
PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS; DISSOLUTION
10.1 No Private Inurement
No Officer, employee, committee member, or other person connected with the EGAC, or any other private individual, shall receive any of the net earnings or pecuniary profit from the operations of the EGAC at any time, provided, however, that this shall not prevent the payment to any such person of reasonable compensation, as determined by the Board, for services rendered to or for the EGAC and/or for reimbursement of reasonable expenses incurred in connection with such services.
10.2 Procedure Upon Dissolution
In the event of a liquidation, dissolution, termination, or winding up of the EGAC, whether voluntary, involuntary or by operation of law, the Board shall, after provision for all liabilities, distribute any remaining assets or property of the EGAC for one or more exempt purposes within the meaning of Code section 501(c)(3) to such organization or organizations then located in the United States and qualified under Code section 501(c)(3), or to a state or local government for a public purpose, as the Board shall deem appropriate. Any such assets not so disposed of shall be disposed of by the Superior Court of California, exclusively for such purposes or to such organization or organizations as such Court shall determine, which are organized and operated exclusively for such purposes.
The EGAC shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board. However, no action shall be taken by or on behalf of the EGAC if such action would result in the denial of the EGAC’s income tax exemption under Code section 501(c)(3).
The Board shall incorporate as assets of the EGAC all property received and accepted by the EGAC and, subject to any limitations, conditions, or requirements which may be a part of any gift, may commingle any assets of the EGAC with any other of the EGAC’s assets, or may maintain any asset or assets in segregated funds or accounts whenever in their sole discretion they shall determine such segregation to be in the best interest of the EGAC or when the conditions, limitations, or instructions of any gift, grant, bequest, or devise shall require such segregation.
12.1 Preservation of Exempt Status
Notwithstanding any other provision of these Bylaws, no Officer, employee, or representative of the EGAC shall take any action or carry on any activity by or on behalf of the EGAC which is not permitted to be taken or carried on (1) by an organization exempt from federal income tax under Code section 501(c)(3), or (2) by an organization, contributions to which are deductible under Code sections 170, 2055(a)(2), or 2522(a)(2).
12.2 Prohibition on Lobbying
No substantial part of the activities of the EGAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the EGAC shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of (or in opposition to) any candidate for public office.
12.3 Public Inspection of Annual Returns
The EGAC shall make available for public inspection a copy of its three most recent annual returns, such returns containing all required information representing direct and indirect transaction relationships between itself and other tax-exempt organizations not described in Code section 501(c)(3), e.g., lobbying groups or political organizations, and upon request shall provide copies of such returns and any other documents, all as may be required by law.
13.1 Indemnification by EGAC
Each present and future Officer of the EGAC and each present and future member of any committee of the Board, and the legal representatives of such persons, shall be indemnified by the EGAC to the fullest extent permitted by the California Nonprofit Corporation Act, as may be amended from time to time.
13.2 Indemnification Not in Restriction of Other Privileges.
The right of indemnification described in section 14.1 above shall be in addition to, and not in restriction or limitation of, any other privilege or power with respect to indemnification or reimbursement which the EGAC or the individual seeking indemnification may have, pursuant to California or any other source.
GENERAL MEMBERSHIP MEETINGS
14.1 General Membership Meetings
There may be a reorganizational meeting of the Membership in the Fall, on or about October 15, for the purpose of conducting such business as may arise. Subject to Section 5.1 hereof, the Voting Members shall elect Officers, and the Members shall hear the President’s Annual Report and conduct such other business as may arise at the Annual Meeting. Special meetings of the Members may be called by a majority vote of the Board or on a petition of 20 Voting Members in good standing. Notwithstanding the terms herein, each Voting Member in good standing present at such meeting shall have one vote.
15.1 Amendments to Bylaws and Certificate of Incorporation
The Board shall have the power to make, alter, amend, and repeal the Bylaws and/or the Certificate of Incorporation of the EGAC by affirmative vote of a majority of the Board Members provided, however that unless adopted by unanimous written consent, the proposed alteration, amendment, or repeal shall be specified in the notice of the meeting of the EGAC.