CONSTITUTION AND BYLAWS

Winona Water Wizards Swim Club, Inc.

Article I Purpose

The purpose of the club shall include the development and operation of competitive swimming programs in affiliation with USA Swimming, Inc.

Article II Registered Office

The registered office of the corporation required by the Minnesota Non-Profit Corporation Act to be maintained in the State of Minnesota is as provided and designated in the Articles of Incorporation. The Board of Directors of the corporation may, from time to time, change the location of the registered office pursuant to Section 317.19 of the Minnesota Statutes. On or before the day that such change is to become effective, a certificate of such change and the location and post office address of the new registered office shall be filed with the Secretary of State of Minnesota as provided by law.

Article III Membership

Section 1. General

Only individuals can be members of the club. Membership shall not be denied or limited by reason of race, creed, color, religion, national origin, or sex.

Section 2. Classes of Members

A. Participants

One class of members known as participants shall be comprised of all persons enrolled and actively participating as swimmers in the Club’s programs in any year. The membership of participants shall begin when they are enrolled, and fees and USA membership are paid. Membership will continue until USA membership terminates or fees payments are delinquent. Participants are not entitled to notice of any meetings and shall have no right to vote.

B. Voting members

The following persons shall comprise a class of members called Voting members. They are entitled to notice of all meetings of members and each shall be entitled to vote.

1. The custodial parent (s) or legal guardian of the participant for whom membership dues are currently paid.

2. Any person who applies to the swim club for membership in support of its purposes; the term of membership for such person shall commence with payment of required dues and expire at the end of that dues period unless renewed.

3. Bullying is prohibited. For these purposes, the term “bullying” shall mean, regardless of when or where it may occur, the severe or repeated use by one or more USA Swimming members (“Members”) of an oral, written, electronic or other technological expression, image, sound, data or intelligence of any nature (regardless of the method of transmission), or a physical act or gesture, or any combination thereof, directed at any other Member that to a reasonably objective person has the effect of: (i) causing physical or emotional harm to the other Member or damage to the other Member’s property; (ii) placing the other Member in reasonable fear of harm to himself/herself or of damage to his/her property; (iii) creating a hostile environment for the other Member at any USA Swimming activity; (iv) infringing on the rights of the other Member at any USA Swimming activity; or (v) materially and substantially disrupting the training process or the orderly operation of any USA Swimming activity (which for the purposes of this section shall include, without limitation, practices, workouts and other events of a member club or LSC).

C. Membership fees

As a condition of membership, each Participant and each Voting Member without a related Participant shall be required to pay a fee set by the Board of Directors for the Club programs. Each Voting Member with a related Participant shall be obligated and responsible for the payment of the fees for that Participant. The Club may operate different programs or program levels simultaneously in which care fees may be different for each program. Fees shall be uniform, however, within each program. Fees payable by Voting members without a related Participant shall be set and payable on an annual basis. It shall be the policy of the Club to promote and facilitate participation in Club programs by all who are interested and qualified regardless of their economic condition. The Board of Directors shall implement this policy and may authorize reductions or forgiveness of fees on the basis of inability to pay.

Article IV Meetings of Members

Section 1. Place

Meetings of members shall be held at a place within Winona County, MN, as may be designated by the Board of Directors or by the person calling any Special meeting.

Section 2. Annual Meeting

The members of the Swim Club shall hold an annual meeting on or before December 31 during each calendar year with the specific day to be selected by the Board of Directors; such meeting shall be for the election of Directors and Officers, and for the transaction of any other business. Election of Officers and Board of Directors may be elected at a special meeting for that purpose if not done at the annual meeting. Upon demand of any voting member, the President or Vice President shall call such a special meeting.

Section 3. Special Meeting

A. Special meetings may be called for any purpose at any time in the manner provided in clause B, by 1) the President, or 2) the Board of Directors, or 3) any ten or more Voting members.

B. A person entitled to call a Special meeting may make a written request to the President, Vice President, or Secretary to call the meeting. Such officer shall give notice of the meeting to be held between 14 and 60 days after receiving the request. If the officer fails to give notice of the meeting within 7 days from the day on which the request was received, the person who requested the meeting may fix the time and place of the meeting, and give notice, in the manner provided by the bylaws.

C. Notice of the special meeting shall be given to all Voting members.

Section 4. Quorum

A. A quorum is necessary for the transaction of business at a meeting. A quorum for meetings of members shall be the presence of 10 percent of the Voting members or 10 Voting members, whichever is less.

B. When a quorum is not present, any meeting may be adjourned from time to time for that reason.

Section 5. Proxies

No member shall vote by proxy.

Section 6. Voting

A. Each member of the club entitled to vote shall have one vote.

B. Members may vote by voice, by email, by ballot, and by “show of hands”. There shall be no absentee ballot. There shall be no voting by postage mail.

Section 7. Authorization without a meeting

Any action that may be taken at any meeting of the members may be taken without a meeting if authorized in writing and signed by a simple majority of Voting members who are entitled to notice of the meeting for such purpose.

Section 8. Notice

As used in these bylaws, “notice” means a written notification of a meeting, stating:

a. date, time, place, and, in the case of special meetings, purpose

b. proper address according to the last available club records The notice should be delivered or mailed not less than 5 nor more than 30 days before the meeting; or a published notice of a meeting, if the club has more than 200 voting members and if the Board of Directors should elect to give such notification in lieu of written notification. The notice of a meeting should be published once a week for the three weeks immediately before the meeting in a newspaper of general circulation published within Winona County, MN. Cable TV community board may be an allowable alternative.

Section 9. Waiver of notice of meeting

A director or member may make written waiver of notice before, at, or after a meeting. The waiver may be filed with the secretary of the meeting who shall enter it upon the records of the meeting. Appearance at a meeting is deemed a waiver unless it is solely for the purpose of asserting the illegality of the meeting. Presence at a meeting where the date, time, and place of another meeting is set is also deemed a waiver of notice of such other meeting.

Article V Board of Directors

Section 1. Duties

The business of the swim club shall be managed by its Board of Directors. The board shall have power and authority to do all things necessary to implement and achieve goals and purposes of the swim club; these duties include, but are not limited to:

A. Employing on behalf of the Club such coaches and/or other personnel as it deems appropriate;

B. Developing an annual budget and monitoring compliance;

C. Transact necessary business between membership meetings;

D. Set fees for the club;

E. Fill vacancies of Board of Directors between annual meetings of the club.

F. Make policy and plans for the welfare of the Club subject to approval of the Club membership

G. Directors shall not be compensated for their services as such to the club.

Section 2. Selection and terms of office

A. The Board of Directors shall consist of 8-10 voting members.

B. The nomination process shall be one of self-nomination or nomination by another member, before the fall annual meeting of members; done either through written nomination, a specially called meeting, or by telephone canvassing by an active board member.

C. Each director shall be elected by the voting members at their annual meeting, unless otherwise appointed by Board (section 1 above).

D. An initial election is for a two year term of office.

E. Each director shall be eligible to serve up to 6 years on the board.

F. A majority of voting members may, with or without cause, remove a director or entire Board from office. Notice of the annual meeting or special meeting at which removal is to be considered must state such purpose. When the Board or director has been so removed, new directors may be elected by the voting members at the same meeting.

Section 3. Meetings

A. The board of directors shall meet at least quarterly. The specific dates of regular meetings shall be established by the directors in advance.

B. A quorum is the presence of a majority of the board.

C. Members of the board of directors must be present to vote.

D. Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing and signed by all directors.

Section 4. Officers

A. The officers of the members and Board of Directors shall be president, vice-president, secretary, and treasurer. All shall be elected at the annual meeting of members.

B. Any one person may hold two or more offices at one time except President and vice-president.

C. Each officer shall be elected to serve until the next annual meeting. In the event of any vacancy, the board of directors shall appoint a qualified successor to fill the vacant office until the next annual meeting of members.

D. Any officer may be removed as provided in Article V, section 2, F.

Section 5. Duties of officers

A. President-

a. Preside at regular and special meetings

b. Appoint all committees

c. Give general supervision to the activities of the Winona Water Wizards Swim Club

B. Vice-President

a. Preside at regular and special meetings in absence of the President

b. Succeed to President if president unable to perform duties

c. Perform such duties as requested by President

C. Secretary

a. Keep a complete record of all meeting minutes and correspondence.

b. Give notice as required of all meetings

c. Have custody of all books belonging to Club

D. Treasurer

a. Receive checks and make disbursements of all funds belonging to the Club          

 b. Keep full and accurate records and report regularly in writing

c. The treasurer or president shall sign all checks

d. Make written reports at the conclusion of each swim season of club’s financial condition

e. Records shall be audited annually under the direction of Board of directors.

Article VI Amendments to Bylaws

Section 1. Amendment by members

Changes to these bylaws can be made by a simple majority of those present at a meeting provided the proposed changes and the meeting date are submitted in writing to each member on record according to the notification clause in the bylaws.

Section 2. Amendment by Directors

a. The voting members may, by majority vote of those present and voting at a meeting called for the purpose, authorize the Board of Directors, subject to clause ©, to exercise from time to time the power of amendment of these bylaws in the manner prescribed in clause B.

b. When the voting members have authorized the Board of Directors under clause A to amend these bylaws, the Board of Directors, by a 4/5 vote of the Directors who are present and entitled to vote on the proposed amendment may amend these bylaws at any meeting of the Board of Directors if notice of the meeting and the proposed amendment has been duly given.

c. The voting members, by a majority vote of the voting members at a meeting duly called for the purpose, may prospectively revoke the authority of the board of Directors to exercise the power of the members to amend the bylaws.

Article VII Dissolution

Section 1 Dissolution

In the event that the corporation is dissolved pursuant to law, its property and assets shall be applied and distributed pursuant to its Articles of Incorporation in the order and according to the terms of the immediately following clauses a through e insofar as legally allowable:

a. Costs and expenses incident to the proceedings shall be paid.

b. All liabilities and obligations of the corporation shall be paid, satisfied, discharged or adequate provision made for them according to their respective priorities

c. Property and assets, if any, held by the corporation upon condition or subject to an executory or special limitation, if the condition or limitation occurs by reason of the dissolution of the corporation, shall revert, be returned, transferred or conveyed in accordance with the conditions or limitations.

d. Subject to clauses a through c, all remaining property and assets shall be distributed exclusively for the purposes of the corporation in such a manner, or to such organization or organizations organized and operated exclusively for pleasure, recreational, charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization.

e. Any property not distributed pursuant to the foregoing clauses (a) through (d), shall be transferred as provided by Section 317.57 of Minnesota Statutes as the same now exists or is hereafter amended. Article VIII Miscellaneous Section 1. Parliamentary Procedure In all matters not governed by these Bylaws or the laws of the State of Minnesota, this corporation shall be governed by the most current edition of Roberts rules of order.

Section 2. Fiscal Year

The fiscal year of the corporation shall commence on the first day of every January.