Foothill Area Swim Team Bylaws
Last amendment December 1, 2025
ARTICLE 1 CORPORATE NAME
The name of this corporation is Foothill Area Swim Team (the “Corporation”).
Foothill Area Swim Team has been formed pursuant to the California Nonprofit Public Benefit Corporation Law.
Purpose. The specific and primary purpose of the Foothill Area Swim Team is to provide organized aquatic programs. Aquatic programs may be instructional, recreational, or competitive.
ARTICLE 2 OFFICES
Section 2.1 Principal Office
The principal office for the transaction of the business of the Corporation may be established at any place or places within or without the State of California by resolution of the Board.
Section 2.2 Coach Eligibility
The Head Coach must be at least **18 years of age** by the start of the swim season.
Assistant Coaches must be at least **16.5 years of age** by the start of the swim season.
All coaches are encouraged to have prior experience in swimming, coaching, or a similar athletic background and demonstrate the ability to work with swimmers of various ages and abilities. Coaches must complete any required certifications (such as CPR, first aid, or coaching credentials) as required by the Corporation or any applicable league.
Section 2.3 Coaches Responsibility
The Head Coach is responsible for overseeing all practices, meets, and competitions, and for developing training plans that promote the swimmers' skill development and safety.
The Assistant Coaches shall assist the Head Coach during practices and events, providing support to swimmers and ensuring that each swimmer receives attention appropriate for their skill level. Coaches are expected to model appropriate behavior and uphold the Team's code of conduct at all times.
All coaches shall maintain open communication with swimmers and their families, providing feedback on progress, upcoming events, and any issues regarding swimmer development or team logistics.
ARTICLE 3 LIMITATIONS
Section 3.1 Political Activities
The Corporation has been formed under California Nonprofit Corporation Law for the charitable purposes described in Article 3, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.
Section 3.2 Prohibited Activities
The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 3. The Corporation may not carry on any activity for the profit of its Officers, Directors or other private persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 3 shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.
ARTICLE 4 DEDICATION OF ASSETS
Section 4.1 Distribution of Assets upon Dissolution
Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusive purposes and which has established its tax exempt status under Section 501(c)(3) of the Code. The corporation designates these funds be paid to the aquatics of Foothill High School.
ARTICLE 5 MEMBERSHIPS
Section 5.1 Members
The Corporation shall have no members within the meaning of section 5056 of the California Nonprofit Corporation Law.
ARTICLE 6 DIRECTORS
Section 6.1 Number
The authorized number of directors of the Corporation (“Directors”) shall be not less than 5 or more than 12; the exact authorized number to be fixed, within these limits, by resolution of the Board. Each Director and its Co-Directors shall hold 1 vote therefore the minimum number of votes being 5 and the maximum number of votes being 12.
Section 6.2 Corporate Powers Exercised by Board
Subject to the provisions of the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), California Nonprofit Corporation Law and any other applicable laws, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board of Directors (the “Board”). The Board may delegate the management of the activities of the Corporation to any person or persons, management company or committee however composed, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 6.3 Terms; Election of Successors
Directors shall be elected at each annual meeting of the Board for 1 year terms. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which they were elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law.
Section 6.4 Vacancies
6.4.1 Events Causing Vacancy
A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure of the Board, at any meeting at which any Director or
Directors are to be elected, to elect the full authorized number of Directors.
6.4.2 Removal
The Board may by resolution declare vacant the office of a Director who has been declared of unsound mind by an order of court, or convicted of a felony, or found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law.
The Board may by a majority vote of the Directors declare vacant the office of any Director who fails or ceases to meet any required qualification that was in effect at the beginning of that Director’s current term of office.
Directors may be removed without cause by a majority of Directors then in office.
6.4.3 No Removal on Reduction of Number of Directors
No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires unless the reduction also provides for the removal of that specified Director in accordance with these Bylaws and California Nonprofit Corporation Law.
6.4.4 Resignations
Except as provided in this Section 7.4 any Director may resign by giving written or verbal notice to the President, the Secretary, or the Board. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the California Attorney General (the “Attorney General”).
6.4.5 Election to Fill Vacancies
If there is a vacancy on the Board, including a vacancy created by the removal of a Director, the Board may fill such vacancy by electing an additional director as soon as practicable after the vacancy occurs. If the number of Directors then in office is less than a quorum, additional directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director.
Section 6.5 Regular Meetings
Each year, the Board shall hold at least one meeting, at a time and place fixed by the Board, for the purposes of election of Directors, appointment of Officers, review and approval of the corporate budget and transaction of other business. This meeting is sometimes referred to in these Bylaws as the “annual meeting.” Other regular meetings of the Board may be held at such time and place as the Board may fix from time to time by resolution.
Section 6.6 Special Meetings
Special meetings of the Board for any purpose may be called at any time by the President, or the Co President (if any), or the Secretary, or any two Directors.
Section 6.7 Place of Board Meetings
Regular and special meetings of the Board may be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or, if there is no notice, designated by resolution of the Board. If the place of a regular or special meeting is not designated in the notice or fixed by a resolution of the Board, it shall be held at the principal office of the Corporation.
6.7.1 Meetings by Telephone or Similar Communication Equipment
Any meeting may be held by conference telephone or other communications equipment permitted by California Nonprofit Corporation Law, as long as all Directors participating in the meeting can communicate with one another concurrently and all other requirements of California Nonprofit Corporation Law are satisfied. All such Directors shall be deemed to be present in person at such meeting.
Section 6.8 Quorum and Action of the Board
6.8.1 Quorum
A majority of Directors then in office (but no fewer than two Directors or two-thirds of the authorized number in Section 7, whichever is greater) shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 6.9.
6.8.2 Minimum Vote Requirements for Valid Board Action
Every act taken or decision made by a vote of the majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless a greater number is expressly required by California Nonprofit Corporation Law, the Articles of Incorporation or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors from the meeting, if any action taken is approved by at least a majority of the required quorum for that meeting.
6.8.3 When a Greater Vote Is Required for Valid Board Action
The following actions shall require a vote by a majority of all Directors then in office in order to be effective:
(a) Creation of, and appointment to, Committees (but not advisory committees) as described in Section 8.1; and
(b) Removal of a Director without cause as described in Section 7.3
Section 6.9 Adjournment
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 6.10 Notice of Adjournment
Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
Section 6.11 Conduct of Meetings
Meetings of the Board shall be presided over by the President or, if the President is absent, by the Co President (if any) or, in the absence of each of these persons, by a chairperson of the meeting, chosen by a majority of the Directors present at the meeting.
The Secretary shall act as secretary of all meetings of the Board, provided that, if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by rules of procedure as may be determined by the Board from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles, or with any provisions of law applicable to the Corporation.
Section 6.12 Action without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to the action and the number of Directors then in office constitutes a quorum. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Written consent may be transmitted by first-class mail, messenger, text, e-mail or any other reasonable method satisfactory to the President.
Section 6.13 Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
ARTICLE 7 OFFICERS
Section 7.1 Officers
The officers of the Corporation (“Officers”) shall be either a President, Secretary, and/or a Treasurer. These persons may, but need not be, selected from among the Directors. The Board shall have the power to designate additional Officers, including a Vice President, who also need not be Directors, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed. Any number of offices may be held by the same person, except that the Secretary, the Treasurer may not serve concurrently as either the President.
Section 7.2 Election of Officers
The Officers shall be elected by the Board at the annual meeting of the Corporation for a term of one year, and each shall serve at the discretion of the Board until their successor shall be elected, or their earlier resignation or removal. Officers may be elected for an unlimited number of consecutive terms.
Section 7.3 Removal of Officers
Subject to the rights, if any, of an Officer under any contract of employment, any Officer may be removed, with or without cause, (i) by the Board, at any regular or special meeting of the Board, or at the annual meeting of the Corporation, or (ii) by an Officer on whom such power of removal may be conferred by the Board.
Section 7.4 Resignation of Officers
Any Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any of the Corporation under any contract to which the Officer is a party.
Section 7.5 Responsibilities of Officers
7.5.1 President
The president(s) of the Corporation (the “President(s)”) shall, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws. If no other person is designated as the chief executive, the President shall, in addition, be the chief executive and shall have the powers and duties prescribed in Section 9.7.
7.5.2 Secretary
The secretary of the Corporation (the “Secretary”) shall attend to the following:
7.5.2.1 Bylaws
The Secretary shall certify and keep or cause to be kept at the principal office of the Corporation the original or a copy of these Bylaws as amended to date.
7.5.2.2 Minute Book
The Secretary shall keep or cause to be kept a minute book.
7.5.2.3 Notices
The Secretary shall give, or cause to be given, notice of all meetings of the Board in accordance with these Bylaws.
7.5.2.4 Corporate Records
Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any Director, or to their agent or attorney, these Bylaws and the minute book.
7.5.3 Treasurer
The treasurer of the Corporation (the “Treasurer”) shall attend to the following:
7.5.3.1 Books of Account
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any Director at all reasonable times.
7.5.3.2 Financial Reports
The Treasurer shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
7.5.3.3 Deposit and Disbursement of Money and Valuables
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board; shall disburse, or cause to be disbursed, the funds of the Corporation as may be ordered by the Board; shall render, or cause to be rendered to the President and Directors, whenever they request it, an account of all of their transactions as Treasurer and of the financial condition of the Corporation; and shall have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board or these Bylaws.
7.5.4 Additional Officers
The Board may empower the President, or chief executive, to appoint or remove such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board from time to time may determine.
ARTICLE 8 CORPORATE RECORDS AND REPORTS
Section 8.1 Minute Book
The Corporation shall keep a minute book which shall contain a record of all actions by the Board or any committee including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions. The minute book may either be in written form or in any other form capable of being converted into clearly legible tangible form.
Section 8.2 Books and Records of Account
The Corporation shall keep adequate and correct books and records of account. “Correct books and records” includes, but is not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.
Section 8.3 Articles of Incorporation and Bylaws
The Corporation shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws as amended to date.
8.3.1 Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
The Corporation shall at all times keep records of its federal tax exemption application and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the Code.
Section 8.4 Directors’ Rights of Inspection
Every Director shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the Corporation and each of its subsidiaries. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
ARTICLE 9 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 9.1 Execution of Instruments
The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Corporation 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 specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 9.2 Checks and Notes
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President.
Section 9.3 Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
Section 9.4 Gifts
The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the charitable or public purposes of the Corporation.
ARTICLE 10 CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and definitions of California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both legal entities and natural persons. All references to statutes, regulations, and laws shall include any future statutes, regulations and laws that replace those referenced.
ARTICLE 11 AMENDMENTS
The Board may adopt, amend or repeal bylaws. Such power is subject to the following limitations:
(a) Where any provision of these Bylaws requires the vote of a larger proportion of the Directors than otherwise is required by law, such provision may not be altered, amended or repealed except by the vote of such greater number.
(b) No amendment may extend the term of a Director beyond that for which such Director was elected.
(c) No amendment may add a provision that is in conflict with law or the Corporation’s Articles of Incorporation.
Certificate of Secretary
I certify that I am the duly elected and acting Secretary of Foothill Area Swim Team a California nonprofit public benefit corporation; that these Bylaws, consisting of 13 pages, are the Bylaws of this Corporation as adopted by the Board of Directors on May 16, 2025 ; and that these Bylaws have not been amended or modified since that date.
Executed on May 16, 2025 at Pleasanton, California.
Sarita R. Wheeler
Secretary
