ARTICLE I
NAME AND LOCATION
The name of the organization is the Foothills Sports Association, doing business as Foothills Swim Team, hereinafter referred to as the \"Association.\" The principal office of the Association will be 2200 South Kipling Street, Lakewood, Colorado, 80227, but meetings of members and director-officers may be held at such places within the State of Colorado as be designated by the Board of Directors. Other addresses may also be used for receipt of mail as may be designated by the Board of Directors.
ARTICLE II
PURPOSE
The Association does not contemplate pecuniary gain or profit to the members thereof, and its principal purpose is to administer the affairs of the Foothills Swim Team, hereinafter referred to as the Team, for and on behalf of the Foothills Metropolitan Parks and Recreation District hereinafter referred to as the District. The Team will operate as a year-around competitive swimming program, which will enable the youth of the District to progress from learn-to-swim programs into competitive swimming at the local, State and/or national levels in accordance with their respective abilities and desires. The Association will also engage in activities, which are related to the furtherance of its principal purpose.
ARTICLE III
OBJECTIVES
Section 1: The Association shall strive for the improvement and promotion of competitive swimming, the swimming program of United States Swimming, Inc. (USS) and in particular, Colorado Swimming, Inc. (CSI).
Section 2: The Association shall strive for the establishment and maintenance of a competitive swimming program that promotes good sportsmanship, physical and mental conditioning for competitive swimming, and Team spirit.
Section 3: The Association shall strive to develop competitive swimmers for their respective mental, physical, and emotional betterment.
ARTICLE IV
DEFINITIONS
Section 1: \"Association\" shall mean and refer to the composite of all members of the Foothills Swim Team, their successors and assigns.
Section 2: \"Member\" shall mean and refer to a family group, a parent(s)-child(ren) or guardian(s)-child(ren) entity, entitled to membership as more fully set forth in Article V.
Section 3: \"Member in Good Standing\" shall mean and refer to members who have paid all dues and fees within the required ten (10) days. As prescribed in various sections of these Bylaws, those entitled to vote at any and all elections and/or meetings, and the determination of a quorum are based on and/or determined by Members in Good Standing.
Section 4: \"Team Swimmer\" shall mean and refer to a members\' child(ren) or ward(s) who is(are) participating in the Association\'s swimming program.
ARTICLE V
MEMBERSHIP
Section 1: Eligibility. The membership of the Foothills Sports Association is comprised of active voting and active non-voting members. Any family as a group (a \"family group\") may join the Club providing the family group supports the purpose and objectives of the Club and pays its dues and fees according to Article XIV. For the purpose of determining voting and non-voting members, each individual that comprises a family group shall be deemed a non-voting member of the Club. The family group shall be entitled to one vote as a voting member of the Club. Upon approval by the Board of Directors, members of other charitable youth sports associations can become non-voting members of Foothills Sports Association.
Section 2: Status of a Team Swimmer. A child of a Member may obtain Team Swimmer status by demonstrating his/her swimming ability to the satisfaction of the Head Coach. All Team Swimmers shall swim attached to the Association in accordance with USS regulations.
Section 3: Termination of a Team Swimmer Status If the conduct of any Team Swimmer shall be found detrimental to the best interest of the District, Association, and/or Team, the Board may after due investigation and process, request his/her resignation, suspend or terminate his/her status as a Team Swimmer by a majority vote of the full Board.
Section 4: Termination of a Membership. A membership may be terminated in one of three ways.
(a) A member may resign upon submitting written notice to the Association secretary.
(b) If any Member shall fail to pay his/her dues and fees as more fully explained in Article XIV, the Board may suspend or terminated his/her membership by majority vote.
(c) Membership may be otherwise terminated as provided for by rules and regulations established by the Board as provided for in Article X.
Section 5: Reinstatement. A membership of a Team Swimmer status that has been terminated may be reinstated by the Board upon approval of the member\'s written request.
Section 6: Privileges of Membership. An adult in a membership in good standing may hold office, make motions, debate and vote in Association affairs.
Section 7: Eligibility to Vote. Each Member (family group) in good standing is entitled to one vote in a general and special membership meetings irrespective of the number of Team Swimmers in that membership.
Section 8: Electronic Voting: Electronic voting shall be allowed in the case of a decision which needs to be determined at a time when a general membership meeting cannot be held. The decision to allow an electronic vote shall be made by the board of directors.
ARTICLE VI
MEETINGS OF MEMBERS
Section 1: Annual Meetings. The first annual meeting of the members shall be held in September 1976, with each subsequent regular annual meeting of the members being held during September of each year thereafter.
Section 2: Special Meetings. Special meetings of the members may be called at any time by the president or by the Board, or upon written request of one-fourth (1/4) of the members who are entitled to vote.
Section 3: Notice of Meetings. Written notices of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting.
Section 4: Quorum. The presence at the meeting of Members entitled to vote, one tenth (1/10) of the membership in good standing shall constitute a quorum for any action except as otherwise provided in these Bylaws.
If, however, such a quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5: Parliamentary Authority. Roberts Rules of Order, as revised, shall govern this organization in all cases where they are applicable.
ARTICLE VII
BOARD OF DIRECTORS: TERM OF OFFICE
Section 1: Number. The affairs of this Association and Team shall be managed by a maximum of seven (7) directors who shall consist of the Head Coach and six (6) elected directors, who need to be members in good standing of the Association. Each director shall also be an officer of the Association.
Section 2: Term of Office. The term of office for elected directors shall be two years, with three (3) elected each year. If for any reason, more than the normal number is to be elected, those receiving the largest number of votes shall be elected for two year terms; the partial one year terms (s) being filled with those receiving the next highest number of votes. The term of the Head Coach as a director shall be coextensive with his/her tenure as Head Coach.
Section 3: Removal. Any director-officer may be removed from the Board, with or without cause, by a majority vote of all Members in Good Standing of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by a majority vote of all remaining members of the Board, and shall serve for the unexpired term of his predecessor.
Section 4: Compensation. No elected director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for his or her actual expenses incurred in the performance of his or her duties as a director.
Section 5: Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a directors\' meeting, which they could take at that meeting by obtaining the approval of a majority of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors, and will be recorded in the minutes of the next following directors\' meeting.
Section 6: Consecutive Terms. No member may be on the Board for more than two (2) consecutive terms.
ARTICLE VIII
NOMINATION AND ELECTION OF DIRECTORS
Section 1: Nomination. Nominations for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number being elected. Such nominations shall be made from among Members in good standing for one (l) year at the time of nomination.
Section 2: Nominating Committee. The nominating committee shall consist of a Chairman and two or more other members of the Association the majority of which are not concurrently directors. The Nominating Committee shall be appointed by the Board, prior to each annual meeting of the members, to serve to close of such annual meeting. Such appointment shall be announced at least thirty (30) days prior to such annual meeting.
Section 3: Election. The presence at an election meeting of Members entitled to vote, one-third (1/3) of the Membership shall constitute a quorum for purposes of electing. Election shall be by secret written ballot, which shall list the slate of candidates. At such election, each member in respect to each vacancy may cast one vote. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Section 4: Directors. At the time of election those individuals who are Members receiving the largest number of votes shall be elected directors to the positions up for election.
Section 5: Directors-Officers Election. The Directors will within ten (10) days, amongst themselves, elect the officers of the Association.
ARTICLE IX
MEETINGS OF DIRECTOR-OFFICERS
Section 1: Regular Meetings. Regular meeting of the Board of Directors shall be held monthly at such place and hour as may be fixed from time to time by resolution for the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time in the next day which is not a legal holiday.
Section 2: Special Meetings. Special meetings of the Board shall be held when called by the president of the Association, or by any three directors, after not less than three (3) days\' notice of each director.
Section 3: Quorum. A majority of the full Board shall constitute a quorum for the transaction of business. Every act of decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE X
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1: Powers. The Board of Directors shall have the power to:
(a) Prescribe the scope of activities and adopt and publish rules and regulations pertaining thereto. Said rules and regulations must have the affirmative vote of a majority of the full Board to become effective;
(b) Suspend the voting rights of a Member and the right of that Member\'s Team Swimmers(s) to participate in the swimming program of the Association during the period in which such Member shall be in default in the payment of the dues and fees levied by the Association,
(c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws;
(d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board;
(e) Employ or terminate a Head Coach, and Assistant Coach, or such other employees as they deem necessary, and to prescribe their duties and remuneration; and
(f) No rules or regulations or other decisions of the Board may be reversed by the Members except by a majority vote of all Members in Good Standing at a Special Meeting called in accordance with Article VI, Section 2.
Section 2: Duties. It shall be the duty of the Board of Directors to:
(a) Keep a complete record of all its acts and Association affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such a statement is requested in writing by one-fourth (1/4) of the members who are entitled to vote;
(b) Serve as the Association\'s only official representative(s) in communicating and coordinating Association and Team affairs and activities with the District and others, except that certain specific authority and responsibility in this regard may be delegated in writing to the Head Coach;
(c) Negotiate/renegotiate, the Memorandum of Understanding or parts thereof with the District and/or securing pool facilities and other services from the District or other parties as may from time-to-time become necessary;
(d) Receive, investigate and take appropriate actions on grievances and complaints expressed in writing by Association members. Head Coach and the District;
(e) Supervise all agents and paid or volunteer employees of the Association, and see that their duties are properly performed;
(f) Fix the amount of and collect monthly or quarterly dues and/or fees;
(g) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(h) Secure necessary insurance;
(i) Supervise or designate a member(s) to supervise Association activities, including the organization and conduct of swim meets; and
(j) Perform or cause to be performed all other duties as may be required in furtherance of the purpose and objectives of the Association.
ARTICLE XI
OFFICERS AND THEIR DUTUES
Section 1: Enumeration of Officers. The officers of this Association shall be a president, a first vice president, a second vice president, one assistant vice president, a secretary and a treasurer who shall at all times be members of the Board and other officers as the Board may from time to time by resolution create.
Section 2: Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 3: Multiple Offices. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 2 of this Article.
Section 4: Duties. The duties of the officers are as follows:
(a) The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all written instruments; shall cosign all promissory notes; and shall be an ex-officio member of all committees. Except as delegated to the Head Coach, he/she shall also serve as the principal spokesman for the Association in coordinating and communicating Association and Team affairs with the District and other parties.
First Vice President
(b) The first vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, shall receive, investigate or cause to be investigated as deemed necessary all grievances and complaints and report his/her findings and recommendations to the Board, and shall exercise and discharge such other duties as may be required of him/her by the Board.
Second Vice President
(c) The second vice president shall act in the place of the first vice president in the event of his absence, inability or refusal to act, shall supervise or designate a member\'s) to supervise Association activities, including the organization and conduct of swim meets, and shall exercise and discharge such other duties as may be required of him/her by the Board.
Secretary
(d) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members, keep appropriate current records showing the Members of the Association together with their addresses, shall supervise the establishment and maintenance of non-financial records on Association and Team activities, including individual Team Swimmers performance records, and shall perform such other duties as required by the Board.
Treasurer
(e) The treasurer shall receive and deposit appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board; shall co-sign all checks and promissory notes of the Association; establish and maintain proper books of account; cause an annual audit of the Association books to be made each fiscal year or to open the books to an auditing committee of not less than three Members, who, satisfied that the treasurer\'s annual report is correct, shall sign a statement of that fact at the end of the report; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting.
Assistant Vice Presidents
(f) The assistant vice presidents shall be assigned the responsibility of overseeing the activities of committees as defined in Article XII Section 2.
Head Coach
(g) Except for general supervision through the President of the Board, the Head Coach shall have full direction of the swimming program without outside interference. This authority will extend to all swim practice and meet activities, including the right to establish and enforce rules he/she deems necessary and appropriate. Any serious complaints by the Members about coaching shall be presented in writing to the Board for its consideration and disposal.
Section 7: Ex-officio Officer. The immediate past president shall be a non-voting member of the Board of Directors. The duties are:
Past President
(a) The past president shall provide advice and counsel to the Board and shall perform such duties as requested by the Board.
ARTICLE XII
COMMITTEES
Section 1: Nominating Committee. The Board shall appoint a Nominating Committee as provided in these Bylaws.
Section 2: Other Committees. The Board may appoint other committees as deemed appropriate in carrying out its purposes. These may be either standing committees such as Membership and Records or special committees such as Audit.
ARTICLE XIII
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours be subject to inspection by any Member. The Bylaws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at a reasonable cost.
ARTICLE XIV
DUES, FEES, AND INCOME
Section 1: Each Member is obligated to pay dues to the Association as established by the Board, in order to maintain a status of \"Member in good standing.\" If dues are not paid within ten (10) days after the due date, the Member may be declared at the discretion of the Board a non-member and the Team Swimmer(s) of said non-member banned from participation in the swimming program of the Association.
Dues once paid will not be refunded for any reason including termination of a membership of Team Swimmer status.
Section 2: Amount of Dues. The amount of the dues shall be fixed by the Board by majority vote of the full Board. The Board shall be empowered to change the dues from time to time, as it deems necessary.
Section 3: Fees. Each Team Swimmer shall pay his/her individual entry fees, and any relay or meet fee for each meet he/she enters.
Fees collected at meets organized by the Association will be treated as other income.
Section 4: Other Income. Income the Association shall receive from authorized activities, contributions, or donations shall be accounted for by the Treasurer.
ARTICLE XV
EXPENDITURES
Section 1: Primary Concern. The Association shall provide for the necessary facilities, equipment, and manpower to carry out its swimming program.
Section 2: Additional Support. Within its resources the Association shall provide at the discretion of the Board financial assistance in sending its coach (es) to seminars, clinics and out-of-town meets and financial support of competitive swimmers attending out-of-town regional or national meets
.
Section 3: Authorization. Three signatures from the Board, consisting of president, treasurer, and one other, shall be on file at the financial institutions selected by the Board to handle the funds of the Association. One of these signatures is required on all checks; two signatures are required on all checks of $1,500.00 or more.
ARTICLE XVI
ADMENDMENTS
These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum. For this purpose a quorum shall be one-half (1/2) of the members in good standing present in person.
ARTICLE XVII
MISCELLANEOUS
Section 1: In the case of any conflict between the Bylaws and rules and regulations of the Board, the Bylaws shall control. In case of any conflict between the Bylaws and Articles of Incorporation, the Articles shall prevail. In case of any conflict between the Bylaws and the laws of the State of Colorado, the laws of the State of Colorado shall prevail.
Section 2: The Association\'s fiscal year shall begin on the first day of September and end on the last day of August every year.
