Florida Gold Coast Swimming

Florida Gold Coast Swimming Bylaws

12/14/23

EDITED BY KATHLEEN PRINDLE PER 10/21/23 FGC HOUSE OF DELEGATES

Approved by USA Swimming 12-14-23

FLORIDA GOLD COAST SWIMMING BYLAWS

To the extent these Bylaws conflict with applicable law, applicable law prevails.

ARTICLE 1

NAME, OBJECTIVES, TERRITORY AND JURISDICTION

NAME – The name of the corporation shall be Florida Gold Coast Swimming, Inc., a Florida non-profit corporation (“FGSI”).

OBJECTIVES – The objective and primary purpose of the FGSI shall be the education, instruction, and training of individuals to develop and improve their capabilities in the sport of swimming. FGSI shall promote swimming for the benefit of swimmers of all ages and abilities, in accordance with the standards, rules, regulations, policies and procedures of World Aquatics, USA Swimming, and FGSI and its Articles of Incorporation.

GEOGRAPHIC TERRITORY – The geographic territory of FGSI is as set forth in Article 603 of the USA Swimming Rules and Regulations. FGSI shall be divided into regions as listed in the FGSI Policies and Procedures.

JURISDICTION – FGSI shall have jurisdiction over the sport of swimming as delegated to it as a Local Swimming Committee by USA Swimming to conduct swimming programs consistent with FGSI’s objectives and those of USA Swimming and to sanction, approve, observe and oversee competitive swimming events within the Territory and to conduct competitive swimming events within the Territory, its Region and its Zone (as those terms are defined in Part Six of the USA Swimming Rules and Regulations). FGSI shall discharge faithfully its duties and obligations as a Local Swimming Committee of USA Swimming in accordance with these Bylaws, the USA Swimming Rules and Regulations and all applicable policies and procedures.

COMPLIANCE WITH USA SWIMMING AGREEMENTS – FGSI shall comply with all agreements between FGSI and USA Swimming.

ARTICLE 2

MEMBERSHIP

2.1 MEMBERS – The membership of FGSI shall consist of the clubs, organizations and individuals who have registered with FGSI as set forth in the USA Swimming Corporate Bylaws, including the optional categories of seasonal athlete membership, flex membership, and single event open water athlete membership.

.1 MEMBERS – A Member’s status is subject to the Member’s continued satisfaction of the criteria for membership and compliance with the Member’s responsibilities under these Bylaws, the USA Swimming Corporate Bylaws, the rules and regulations, policies and procedures and code of conduct of FGSI and USA Swimming.

.2 MEMBERSHIP A PRIVILEGE NOT A RIGHT – Membership in FGSI and USA Swimming is a privilege and shall not be interpreted as a right. Membership may be terminated by the National Board of Review or the U.S. Center for Safe Sport in accordance with Part Four of the USA Swimming Rules and Regulations.

2.2 MEMBERS’ RESPONSIBILITIES

.1 COMPLIANCE – Each Group and Individual Member shall abide by the codes of conduct and ethics, policies, procedures, rules, and regulations adopted by USA Swimming and FGSI, including its obligations and responsibilities set forth in these Bylaws.

.2 RESPONSIBILITY FOR INFRACTIONS – A Group Member or Individual Member, as defined in USA Swimming Corporate Bylaws, may be held responsible for infractions of the policies, procedures, rules, regulations or codes of conduct or ethics adopted by USA Swimming or FGSI, including its responsibilities as set forth in these Bylaws.

ARTICLE 3

DUES AND FEES

3.1 MEMBERSHIP FEES – Membership fees shall be as established in the USA Swimming Corporate Bylaws. Local fees, as permitted, shall be as established by the FGSI Board of Directors.

3.2 SANCTION, APPROVAL, AND OTHER FEES

.1 SANCTION AND APPROVAL FEES – The FGSI Board of Directors shall establish reasonable fees, procedures, and documentation required of an applicant for a sanction or approval for, or observation of, a swimming competition to be conducted within the Territory.

.2 SERVICE CHARGES – In addition to, or in place of, a sanction or approval fee, the FGSI Board of Directors may establish a reasonable service charge consistent with the nature of the event or transaction.

.3 PAYMENT – Each applicant for a sanction, approval or observation shall submit with its application the fees and any service charges specified by FGSI. If any of the sanction or approval fees or service charges are due at a time following the submission for sanction or approval, the applicant shall promptly pay those fees or service charges to FGSI when due in accordance with FGSI’s fee schedule.

.4 FINES – The FGSI Board of Directors may establish fines for noncompliance with policies adopted by the FGSI House of Delegates and/or the FGSI Board of Directors.

3.3 FAILURE TO PAY – Membership rights may be suspended in accordance with the USA Swimming Corporate Bylaws (Delinquent Dues and Fees).

ARTICLE 4

HOUSE OF DELEGATES

4.1 MEMBERS – The House of Delegates of FGSI shall consist of the Group Member Representatives, the Board of Directors Members, committee chairs and coordinators, the Non-Athlete At-Large House Members, and the Athlete At-Large House Members.

1. GROUP MEMBER REPRESENTATIVES – Each Group Member in good standing with USA Swimming shall appoint from its membership Group Member Representatives in accordance with the schedule listed below. The appointment shall be in writing, addressed to the Secretary of FGSI and duly certified by the chief executive officer or secretary of the appointing Group member. The appointing Group Member may withdraw one or more of its Group Member Representatives and substitute new Group Member Representatives by written notice, addressed to the Secretary of FGSI and signed by the chief executive officer or secretary of the appointing Group Member. The representatives of any Group Member are required to be individual members of USA Swimming.

Each Group is permitted to elect or appoint the number of voting delegates as entitled based on its active registered athletes thirty (30) days prior to the House of Delegates meeting. The delegate numbers are as follows:

1 – 29 registered athletes - 1 representative

30 – 59 registered athletes - 2 representatives (1 + athlete)

60 – 89 registered athletes - 3 representatives, (1) must be an athlete

90 – 119 registered athletes - 4 representatives,(1) must be an athlete

120 or more registered athletes - 5 representatives, (2) must be an athlete

2. BOARD OF DIRECTORS – Board of Director Members as designated in Section 5.

3. NON-ATHLETE AT-LARGE HOUSE MEMBERS - Up to one (1) non-athlete member of the House of Delegates may be appointed as At-Large House Member by the General Chair with the advice and consent of the Board of Directors. At-Large House Members shall hold office from the date of appointment through the conclusion of the annual meeting of the House of Delegates following such appointment or until their successors are appointed to the House of Delegates.

4. ATHLETE AT-LARGE HOUSE MEMBERS – A sufficient number of athletes to ensure that Athlete Representatives constitute at least 20% of the voting membership of the House of Delegates shall be appointed by the General Chair, with advice and consent of the Board of Directors and shall hold office from the date of appointment through the conclusion of the annual meeting of the House of Delegates following such appointment or until their successors are appointed to the House of Delegates.

4.2 ELIGIBILITY – Only Individual Members in good standing shall be eligible to be elected or appointed as at-large members of the House of Delegates.

4.3 DOUBLE VOTE PROHIBITED – An Individual Member entitled to vote in House of Delegates meetings may only have one vote regardless of the number of positions held by such member.

4.4 VOICE AND VOTING RIGHTS OF MEMBERS – The voice and voting right of members of the House of Delegates and of individuals shall be as follows:

.1 GROUP MEMBER REPRESENTATIVES, BOARD MEMBERS, AT-LARGE HOUSE MEMBERS AND AT-LARGE ATHLETE MEMBERS – Each of the Group member Representatives, the Board Members, At-Large House Members and At-Large Athlete Members shall have both voice and vote in meetings of the House of Delegates.

.2 INDIVIDUALS – Individuals who are not members of the House of Delegates may attend open meetings of the House of Delegates and its committees and be heard, with no voting rights, at the discretion of the presiding officer.

4.5 DUTIES AND POWERS – The House of Delegates shall oversee the establishment of policies, procedures, and programs. In addition to the duties and powers prescribed in the USA Swimming Rules and Regulations, USA Swimming Corporate Bylaws, or elsewhere in these Bylaws, the House of Delegates shall:

.1 Elect the officers, Athlete Board Representatives, Coach Representative, Non-Athlete At-Large Board Members, and the committee chairs and coordinators as designated in Articles 6 and 7. THE ATHL. BOARD REPS MAY NEED TO BE REVISED FOR 2024 HoD

.2 Review, modify and adopt the annual Budget of FGSI recommended by the Board of Directors.

.3 Call regular and special meetings of the House of Delegates.

.4 Ratify or prospectively modify or rescind policies and programs established by the Board of Directors, except any action or authorization by the Board of Directors with respect to contracts or upon which any person may have relied, shall not be modified or rescinded.

.5 Establish joint administrative committees or undertake joint activities with other sports organizations where deemed helpful or necessary by FGSI.

.6 Amend the Bylaws of FGSI in accordance with Section 9.3, and

.7 Remove from office any persons elected by the House of Delegates (Board members or committee chairs) who have failed to attend to their official duties or member responsibilities of have done so improperly, or who would be subject to penalty by the National Board of Review for any of the reasons set forth in Article 40 of the USA Swimming Rules and Regulations. However, no such individual may be removed without receiving thirty (30) days’ written notice by the Secretary or other officer designated by the House of Delegates specifying the alleged deficiency in the performance of the member’s responsibilities or specific official duties or other reason and an opportunity to respond in writing within twenty (20) days to such allegations.

4.6 ANNUAL AND REGULAR MEETINGS – The annual meeting of the House of Delegates of FGSI shall be held in the Fall. Regular meetings of the House of Delegates may be held in accordance with a schedule adopted by the Board of Directors.

4.7 SPECIAL MEETINGS – Special meetings of the House of Delegates may be called by the Board of Directors or the General Chair. Should the Board of Directors or the General Chair fail to call the annual or scheduled regular meetings or should a special meeting be appropriate or helpful, a meeting of the House of Delegates may be called by a petition signed by at least five (5) group members of the House of Delegates.

4.8 MEETING LOCATION AND TIME - Meetings of the House of Delegates may be held at any date, time, and place including via telecommunication (unless prohibited by state or local laws), as may be fixed in the notice of such meeting. All in-person meetings of the House of Delegates shall take place at a site within the Territory. The House of Delegates or the board of Directors shall determine the location and time of all meetings of the House of Delegates. All meetings conducted via telecommunications shall include means by which all persons participating in the meeting can hear each other at the same time and which ensures all votes duly cast by voting members are officially recorded.

4.9 OPEN MEETINGS/CLOSED SESSIONS – House of Delegates meetings shall be open to all members of FGSI. Issues pertaining to personnel, disciplinary action, legal, tax or similar affairs of FGSI shall be deliberated and decided in a closed session which only House of Delegate members may attend. By a majority vote, the House of Delegates may decide to go into closed session on any matter deserving of confidential treatment or of personal concern to any member of the House of Delegates.

4.10 QUORUM – A quorum of the House of Delegates shall consist of those members present and voting.

4.11 VOTING – Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders, and other propositions coming before the House of Delegates shall be determined by a majority vote.

4.12 PROXY VOTE – Voting by proxy in any meeting of the House of Delegates shall not be permitted.

4.13 NOTICES

.1 Time – Not less than twenty (20) days’ written notice shall be given to each member of the House of Delegates for any annual, regular, or special meetings of the House of Delegates. See Section 14.1.3 for the various permitted means of notice.

.2 INFORMATION – The notice of a meeting shall contain the time, date, and site. For special meetings of the House of Delegates, the expected purpose (which may be general) of the meeting shall be stated. If an expected purpose is the amendment of the Bylaws, a copy of the proposed amendment shall be included in the notice. Failure to have included in the notice any germane amendments subsequently adopted by the House of Delegates at the noticed meeting shall not be the basis for any claim that the amendments as so adopted are invalid.

ARTICLE 5

BOARD OF DIRECTORS

5.1 MEMBERS – The Board of Directors shall consist of the following officers, committee chairs, and coordinators and representatives of FGSI, together with those additional members designated in Sections 5.2 and 5.3:

.1 General Chair

.2 Administrative Vice-Chair

.3 Senior Vice-Chair

.4 Age Group Vice-Chair

.5 Coach Representative

.6 Secretary

.7 Treasurer/Registration Chair

.8 Officials Representative

.9 Operational Risk / Safe Sport Chair

.10 Finance Vice-Chair

.11 Diversity, Equity, and Inclusion (DEI) Chair

.12 Non-Athlete At-Large Board Members (3)

.13 Athlete Board Representatives (2)

.14 Athlete at-large Representatives, as needed.

5.2 AT-LARGE BOARD MEMBERS - The House of Delegates may specify three (3) At-Large positions. Any reduction in the number of At-Large Board Members shall not take effect until the terms of office of the incumbents expire or become vacant. Additionally, a sufficient number of Athlete Representatives shall be elected as At-Large Board Members such that athletes constitute at least twenty percent (20%) of the voting membership of the Board of Directors at any given time (taking into account the Athlete Board Representatives). The Athlete At-Large Board Members shall meet the same requirements and be elected at the same time and place as the Athlete Board Representatives set forth in Section 6.2.1. All At-Large Board Members shall hold office from the date of their election or appointment through the conclusion of the second annual meeting of the House of Delegates following such election or appointment, or until their successors are elected or appointed.

5.3 EX-OFFICIO MEMBER – The Immediate Past General Chair shall be an ex-officio Member of the FGSI Board of Directors.

5.4 LIMITATIONS –

.1 No more than Three (3) Members of any Group shall serve as voting members on the Board of Directors at any time.

.2 No employee of FGSI may serve as a voting member of the Board of Directors.

5.5 VOICE AND VOTING RIGHTS OF BOARD MEMBERS – The voice and voting right of Board Members and individuals shall be as follows:

.1 Board Members – Each Board Member (other than the ex-officio members) shall have both voice and vote in meetings of the Board of Directors and its committees.

.2 EX-OFFICIO BOARD MEMBERS – Unless entitled to vote under another provision of these Bylaws, the ex-officio members shall have voice but no vote in meetings of the Board of Directors and its committees.

.3 GENERAL – Anyone may attend open meetings of the Board of Directors and its committees and be heard at the discretion of the presiding officer.

5.6 DUTIES AND POWERS – The Board of Directors shall act for FGSI and the House of Delegates during the intervals between meetings of the House of Delegates, except that it shall not remove a Board Member, or other person not appointed by the Board of Directors or amend these Bylaws. Any actions taken are subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission. In addition to the powers and duties prescribed in the USA Swimming Rules and Regulations or elsewhere in these Bylaws, the Board of Directors shall have the power and it shall be its duty to:

Establish and direct policies, procedures, and programs for FGSI.

.2 Oversee the conduct by the Officers of FGSI of the day-to-day management of the affairs of FGSI.

.3 If the At-Large Athlete Board members are not elected in a timely fashion, they may be appointed by the General Chair with the advice and consent of the Board of Directors.

.4 Provide advice and consent to appointments proposed by the General Chair as required under these Bylaws or the FGSI Policies and Procedures.

.5 Cause the preparation and presentation to the House of Delegates of the annual budget of FGSI and make a recommendation to the House of Delegates concerning the approval or disapproval thereof.

.6 Approve the annual review/audit.

.7 Call regular or special meetings of the Board of Directors or the House of Delegates.

.8 Retain such independent contractors and employ such persons as the Board of Directors shall determine are necessary or appropriate to conduct the affairs of FGSI.

.10 Appoint other officers, agents, or committees or coordinators to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws, the FGSI Policies and Procedures or as may be provided in the resolutions appointing them, including any powers of the Board of Directors as may be specified, except as may be inconsistent with any other provision of these Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, committee, or coordinator the power to appoint any such subordinate officers, agents, committees, or coordinator and to prescribe their respective terms of office, authorities and duties; and

.11 Remove from office any Board Members, committee chairs, or committee members or coordinators of FGSI who were appointed/elected by the Board of Directors and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the National Board of Review for any of the reasons set forth in the National Board of Review procedures, pursuant to Policy 26.0 of the USA Swimming Operating Policy Manual. However, no At-Large Board Member, or committee chair or coordinator may be removed without receiving the thirty (30) days’ written notice specifying the alleged deficiency in the performance of the member’s responsibilities or specific official duties or other reasons and an opportunity to respond in writing within twenty (20) days to such allegations.

5.7 MEETINGS – Board of Directors’ meetings shall be open. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed session which only Board members are entitled to attend. By a majority vote on a motion of a question of privilege, the Board of Directors may decide to go into closed session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors.

5.8 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT – Members of the Board of Directors may participate in meetings of the Board of Directors through conference equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

5.9 REGULAR MEETINGS – Regular meetings of the Board of Directors shall be held in accordance with a schedule adopted by the Board of Directors.

5.10 SPECIAL MEETINGS – Special meetings of the Board of Directors may be called by the General Chair. Should the Board of Directors or the General Chair fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three (3) Board Members.

5.11 QUORUM – A quorum of the Board of Directors shall consist of a majority of the voting members.

5.12 VOTING – Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders, and other propositions coming before the Board of Directors shall be determined by a majority vote. A motion, order, or other proposal the effect of which is to override policy or programs established by the House of Delegates shall be determined by a two-thirds vote after at least six (6) days’ written notice.

5.13 PROXY VOTE – Voting by proxy in any meeting of the Board of Directors shall not be permitted.

5.14 ACTION BY WRITTEN CONSENT – Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Board Members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective meetings. These consents shall be treated for all purposes as votes taken at a meeting.

5.15 MAIL/EMAIL VOTE – Any action which may be taken at any regular or special meetings of the Board of Directors, except elections, or removals of appointed Board members, committee chairs and members, may be taken without a meeting. If an action is to be taken without a meeting, the Secretary, by first class mail, postage prepaid, or email, shall distribute a ballot to every Board Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section 5.16) within which to return the ballot to the Secretary. Action by ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.

5.16 NOTICES

.1 TIME – Not less than six (6) written day notice shall be given to each Board Member for any annual, regular, or special meetings of the Board of Directors. (See Section 14.1.3 for the permitted means of notice.)

.2 INFORMATION – The notice of a meeting shall contain the time, date, and site and in the case of special meetings, the expected purpose.

ARTICLE 6

DIRECTORS AND OFFICERS

6.1 OFFICERS – The officers shall be as listed herein and shall be elected by the House of Delegates at its annual meeting: *SEE AMENDMENT PER 10/23 HoD TO TERMS.

.1 General Chair – shall be elected, in the odd-numbered years, for a two (2) year term.

.2 Administrative Vice-Chair – shall be elected, in the odd-numbered years, for a two (2) year term.

.3 Finance Vice-Chair – shall be elected, in the even-numbered years, for a two (2) year term.

.4 *Senior Vice-Chair – shall be elected, in the odd-EVEN-numbered years, for a two (2) year term.

.5 Age Group Vice-Chair – shall be elected, in the odd-numbered years, for a two (2) year term.

.6 Secretary – shall be elected annually for a one (1) year term.

.7 Treasurer/Registration Chair – shall be elected annually for a one (1) year term.

6.2 OTHER DIRECTORS

.1 Two (2) or more Athlete Board Representatives shall be elected by the House of Delegates, at least one each year, for a two-year term or until their respective successors are elected. At the time of election, the Athlete Board Representative must (a) be an athlete member in good standing; (b) be at least a sophomore in high school or at least 16 years of age, (c) be currently competing, or have competed within the two (2) immediately preceding years, in a USA Swimming sanctioned event conducted by FGSI or another LSC; and (d) have his or her place of permanent residence in the Territory and expect to reside therein throughout at least the first half of the term (other than periods of enrollment in an institution of higher education).

.2 *COACHES REPRESENTATIVE – The Coach representative shall be elected, in the odd-EVEN-numbered years, for a two (2) year term, or until a successor is elected. The election of the Coach Representative shall be conducted at the annual meeting of the House of Delegates and determined by a majority vote of the members of the House of Delegates present and voting.

.3 COMMITTEE CHAIRS/COORDINATORS/AT LARGE BOARD MEMBERS –

The following committee chairs/coordinators/at-large Board members shall be elected by the House of Delegates:

OFFICIALS REPRESENTATIVE – shall be elected, in the even-numbered years, for a two (2) year term.

OPERATIONAL RISK / SAFE SPORT CHAIR – shall be elected, in the even-numbered years, for a two (2) year term.

DEI CHAIR - shall be elected, in the even numbered years, for a two (2) year term.

NON-ATHLETE AT-LARGE MEMBERS – shall be elected each year for a one (1) year term.

The Athlete at Large Board Members shall be elected at the same time and in the same manner as the Athlete Board Representatives.

6.3 ELIGIBILITY – Only Individual Members of USA Swimming in good standing with FGSI and USA Swimming shall be eligible to hold office and must maintain their eligibility throughout their term of office.

6.4 DOUBLE VOTE PROHIBITED – An Individual member entitled to vote in Board of Directors meetings may only have one vote, regardless of the number of positions held by such Member.

6.5 OFFICES SPLIT OR COMBINED –

.1 OFFICE HELD BY TWO PERSONS – Any office other than General Chair, Finance Vice-Chair and Treasurer, may be held jointly by two Individual Members. Two individuals who are sharing an office shall share one vote.

.2 OFFICES COMBINED – Any office other than General Chair may be combined with any other office except that the offices of Finance Vice-Chair and Treasurer may not be combined.

6.6 TERMS OF OFFICE –

.1 TERM OF OFFICE – The terms of office of all members of the Board of Directors shall be two (2) years, except for the Non-Athlete At-Large Board Members, which is for one (1) year.

.2 ELECTIONS – The House of Delegates, at its annual meeting, shall elect the General Chair, the Administrative Vice-Chair, the Senior Vice-Chair, the Age Group Vice-Chair, the Coach Representative, the Operational Risk/Safe Sport Vice-Chair

and in the odd-numbered years and shall elect the Secretary, the Treasurer /Registration Chair, the Finance Vice-Chair, the Officials Representative, and the DEI Chair in the even-numbered years. Non-Athlete At-Large Members shall be elected for a one-year term.

.3 COMMENCEMENT OF TERM – Each person elected or appointed to a position shall assume office upon election or appointment and shall serve until a successor is chosen.

.4 CONSECUTIVE TERMS LIMITATION – Except for the Secretary, Treasurer and Officials Representative, no Individual Member who has served two successive two-year terms shall be eligible for re-election or appointment to the same position until a lapse of one term. Non-Athlete At-Large Members may serve no more than four (4) consecutive one-year terms. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive term limitation.

6.7 DUTIES – The duties of the officers and other Board members shall be to attend and participate in all meetings of the House of Delegates and the Board of Directors and as defined in these Bylaws, the FGSI Policies and Procedures and applicable state laws.

6.8 RESIGNATIONS – Any officer may resign by submitting a written resignation to the General Chair or the Board of Directors specifying an effective date of the resignation. In the absence of a specified effective date, any such resignation shall take effect upon the appointment of election of a successor.

6.9 VACANCIES AND INCAPACITIES –

.1 OFFICE OF GENERAL CHAIR – In the event of a vacancy in the office of General Chair, or of the General Chair’s temporary or permanent incapacity, the Administrative Vice-Chair shall become the acting General Chair until an election can be held at the next meeting of the House of Delegates, to fill the remaining term, if any, of the former General Chair, or until the General Chair ceases to suffer from any temporary incapacity. While serving as acting General Chair, the Administrative Vice-Chair shall vacate the office of Administrative Vice-Chair, except in the case of the General Chair’s temporary incapacity. If the General Chair is to be absent from the Territory, the General Chair may, but is not obligated to, designate the Administrative Vice-Chair as acting General Chair for the duration of the absence.

.2 OFFICES OF ATHLETE BOARD REPRESENTATIVES OR COACH REPRESENTATIVES OR ANY POSITION ELECTED – In the event of a vacancy or of the permanent incapacity of a person holding the office of Athlete Board Representative or Coach Representative, or person who has been elected, the General Chair may appoint, with the advice and consent of the Board of Directors, an eligible member to serve the remainder of the term of office or until the respective body shall elect a successor.

.3 DETERMINATION OF VACANCY OR INCAPACITY – The determination of when an office becomes vacant, or an officer becomes incapacitated shall be within the discretion of the Board of Directors or the House of Delegates with the advice and consent of the electing body. The determination as to when the General Chair is temporarily incapacitated shall be made, where the circumstances permit, by the General Chair and otherwise shall be within the discretion of the Board of Directors, subject to any subsequent action by the House of Delegates.

6.10 REMOVAL OF DIRECTORS – Directors may be removed in accordance with 4.5.7 and 5.6.11 of these Bylaws.

6.11 OFFICERS’ POWERS GENERALLY –

.1 AUTHORITY TO EXECUTE CONTRACTS, ETC. – The General Chair, Administrative Vice-Chair and Treasurer/Registration Chair each may sign and execute in the name of FGSI deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the FGSI Policies and Procedures, the Board of Directors or the House of Delegates, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent, expressly requires two or more signatures or is required by law to be otherwise executed. Additional signing authority may be provided by standing resolutions of the Board of Directors or the House of Delegates.

.2 ADDITIONAL POWERS AND DUTIES – Each officer shall have other powers and perform other duties as prescribed in the FGSI Policies and Procedures or by the House of Delegates, the Board of Directors, the General Chair, the respective division Chair, the delegating officer, or these Bylaws.

.3 DELEGATION – Officers of FGSI may delegate any portion of their powers or duties to an individual or a committee, except that neither the Finance Vice-Chair nor the Treasurer may delegate duties to the other without the consent of the Board of Directors. In addition, the authority to sign checks, drafts, orders of withdrawal or wire transfers shall not be delegated other than by the Board of Directors. Any delegation of powers or duties shall not relieve the delegating officer of the ultimate responsibility to see that these duties and obligations are properly executed or fulfilled.

6.12 DEPOSITORIES AND BANKING AUTHORITY –

.1 DEPOSITORIES, ETC. – All receipts, income, charges, and fees of FGSI shall be deposited to its credit in the banks, trust companies, or depositories or custodians, investment companies or investment management companies as the Board of Directors determines.

.2 SIGNATURE AUTHORITY – All checks, drafts or other orders for the payment or transfer of money, and all notes or other evidence of indebtedness issued in the name of FGSI shall be signed by the Treasurer and/or the General Chair and in the manner as shall be determined by the Board of Directors.

ARTICLE 7

DIVISIONS, COMMITTEES AND COORDINATORS

7.1 DIVISIONAL, ORGANIZATION AND JURISDICTIONS, STANDING COMMITTEES AND COORDINATORS – The divisions of FGSI shall each be chaired as indicated below with respective duties, jurisdiction and responsibilities described in the FGSI Policies and Procedures.

.1 ADMINISTRATIVE DIVISION – Administrative Vice-Chair

.2 AGE GROUP DIVISION – Age Group Vice-Chair

.3 SENIOR DIVISION – Senior Vice-Chair

.4 FINANCE DIVISION – Finance Vice-Chair

.5 ATHLETES DIVISION – Senior Athlete Representative

.6 COACHES DIVISION – Coach Representative

7.2 ELECTED, EX-OFFICIO AND APPOINTED CHAIRS AND COORDINATORS –

ELECTED CHAIRS AND COORDINATORS – Committee chairs and coordinators who are not Board members, but are elected by the House of Delegates, a committee or division, are as follows: Scholarship Chair. Governance Committee Chair shall be elected by the Governance Committee.

EX-OFFICIO CHAIR – Certain other committee chairs are designated ex-officio by virtue of an office currently held.

.3 APPOINTED CHAIRS AND COORDINATORS – The chairs of all other committees and all other coordinators shall be appointed by the General Chair with the advice and consent of the Board of Directors and the respective division chair. The appointed committee chair or coordinator shall assume office upon appointment, or the date designated by the General Chair and shall serve until a successor is appointed and assumes office.

7.3 COMMITTEES – In addition to the standing committees listed herein, the Board of Directors and the House of Delegates are each authorized to establish additional committees to meet programming needs. Except as otherwise provided in these Bylaws or the FGSI Policies and Procedures, members of each committee shall be appointed by the General Chair with the advice and consent of the respective division chair and the chair of the committee. Athlete Representatives of each committee shall be appointed by the General Chair with the advice of the Athlete Board Representatives. Athlete membership shall constitute at least twenty percent (20%) of the voting membership of every committee. The division chair shall be an ex-officio member, with voice and vote, of each committee within the respective division.

7.4 STANDING COMMITTEES AND COORDINATORS

.1 ATHLETES COMMITTEE –

CHAIR – The Senior Athlete Board Representative or his/her designee shall be the chair of the committee.

MEMBERS – The Athletes Committee shall consist of the Athlete Board Representatives and the Athlete At-Large Board members.

DUTIES – The Athletes’ committee shall have general charge of the business and affairs of the Athletes of FGSI and shall undertake such activities (a) delegated to it by the Board of Directors or the General Chair or (b) undertaken by the Committee as being in the best interests of the Athlete Members, FGSI, USA Swimming and the sport of swimming.

.2 FINANCE COMMITTEE –

CHAIR – The chair shall be the Finance Vice-Chair.

MEMBERS – The members of the Finance Committee shall be the Finance Vice-Chair, the Treasurer/Registration Chair, and two (2) additional non-athlete members appointed by the General Chair with the advice and consent of the Board of Directors and a sufficient number of Athlete Representatives so as to constitute at least twenty percent (20%) of the voting membership of the Committee.

DUTIES –

To develop, establish where so authorized, or recommend to the Board of Directors, and supervise the execution of policy regarding the investment of FGSI’s working capital, funded reserves, and endowment funds, within the guidelines, if any, established by the Board of Directors or the House of Delegates. The Finance committee shall also regularly review FGSI’s equipment needs (both operational and office) and the various methods available to finance the acquisition of any needed equipment and make a determination and recommendation of the best financing method.
To conduct a review or audit or recommend an independent auditor to conduct the required annual review or audit of the books of FGSI. If conducted internally, a minimum of three (3) committee members with a sufficient number of Athlete Representatives to constitute at least 20% of the voting membership, must conduct the review or audit. The Treasurer cannot be a member of the group performing the audit, but can be present to provide clarification, information, and answer questions.
To submit the review or audit and other reports and make recommendations to the Board of Directors with regard thereto.
To consult with the officers, committee chairs and coordinators and prepare and present a proposed budget for consideration and approval by the Board of Directors and the House of Delegates. The officers, committee chairs and coordinators shall provide promptly such financial information (current and projected) and budget proposals, as the Finance Committee may request. The proposed budget may contain alternatives.
To complete and submit any state and local reports and filings.

.3 GOVERNANCE COMMITTEE –

CHAIR – The chair shall be elected annually by the Governance Committee from among its own members.

MEMBER – The Governance Committee members shall be appointed by the General Chair with advice and consent of the Board of Directors. The Committee shall comprise of six (6) nonathlete members, plus a sufficient number of Athlete Representatives so as to constitute at least twenty percent (20%) of the voting membership of the Committee. Each member shall serve a three-year term, staggered so that one-third (1/3) of such members are appointed each year. No more than one-half (1/2) of the Governance Committee members shall be members of the FGSI Board of Directors at any given time. After completion of two consecutive terms, members are not eligible for reappointment to the Governance Committee until after a lapse of two years. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of the successive term limitation. In no case shall the General Chair serve on the Governance Committee.

QUORUM – When making nominations, a quorum for any meeting of the Governance Committee shall consist of a majority of its voting members. For all other meetings, a quorum shall consist of those members present and voting.

DUTIES –

To assist in periodic evaluation of the mission and vision statements and the Bylaws of FGSI;
To aid in the development of operating policies regarding conflict of interest (Board and staff), document retention, ethics, whistle-blower, procurement, contract review, grievance, and other employment-related practices, etc.;
To aid in the development of personnel practices procedures including job descriptions and annual review of staff;
To ensure that the Board’s focus remains on the strategic plan;
To aid in the development of expectations and processes for accountability of Board members;
To develop criteria for the qualities and required characteristics of Board members;
To lead Board succession planning by assessing current and anticipated needs for Board composition and identifying and recruiting potential Board members;
To nominate Board members to be elected by the House of Delegates consistent with the matrix of skills, demographics, and talents needed;
To publish the slate of candidates to the FGSI membership at least Twenty (20) days prior to the election. Additional nominations may be made from the floor of the House of Delegates by voting members of the House of Delegates;
To design and implement Board orientation and an ongoing program of Board education and development; and
To lead periodic assessment of the Board’s performance (as a whole and of individual members) and make recommendations to enhance Board effectiveness.

.4 OPERATIONAL RISK COMMITTEE/ SAFE SPORT CHAIR–

CHAIR – The chair shall be the Operational Risk/Safe Sport Committee Chair.

MEMBERS – The Committee shall be comprised of the Operational Risk/Safe Sport Committee Chair, at least one (1) other member appointed by the General Chair with the advice and consent of the Board and sufficient number of Athlete Representatives so as to constitute at least twenty percent (20%) of the voting membership of the Committee.

DUTIES – The duties shall be as outlined in the FGSI Policies and Procedures

.5 EXECUTIVE COMMITTEE –

AUTHORITY AND POWER – The Executive Committee shall have the authority and power to act for the Board of Directors and FGSI between meetings of the Board and the House of Delegates. Limitations to the authority and power of the Executive Committee shall be determined by the Board of Directors and included in the FGSI Policies and Procedures.

MEMBERS – The members of the executive Committee shall be the:

General Chair, who shall act as chair,
Administrative Vice-Chair,
Senior Vice-Chair,
Age group Vice-Chair,
Treasurer/Registration Chair,
Finance Vice-Chair,
Coach Representative,
Senior Athlete Board Representative, and
Junior Athlete Board Representative.

MEETINGS AND NOTICE – Meetings of the Executive Committee shall be held at any time or place within the Territory when called by the General Chair or any three (3) members of the Committee with a minimum of five (5) days’ notice required.

QUORUM – A quorum of the Executive Committee shall consist of a majority of the members of the Committee.

REPORT OF ACTION TO BOARD OF DIRECTORS – At the next regular or special meeting of the Board of Directors, the Executive Committee shall make a report of its activities since the last Board of Directors’ meeting for ratification or prospective modification or rescission, provided, however, that any action of the Executive Committee upon which a third party may have relied (e.g., by signing, or authorizing the signing of a contract) may not be modified or rescinded by the Board of Directors or the House of Delegates.

.6 TECHNICAL PLANNING COMMITTEE –

A. AUTHORITY AND POWER – The Technical Planning Committee is responsible for long-range planning regarding the swimming programs conducted by Florida Gold Coast Swimming, the continuing review and development of the Florida Gold Coast Swimming philosophy and for advising other committees and divisions regarding the implementation of the philosophy in the context of the programs of Florida Gold Coast Swimming. The Technical Planning Committee shall work with the appropriate committees to establish the Florida Gold Coast Swimming meet schedule, championship time standards and championship meet information.

B. TECHNICAL COMMITTEE CHAIR – The sitting Administrative Vice Chair will chair the Technical Planning Committee. The Technical Planning Chair is involved in reviewing all bids either for regular season or end of season meets.

C. MEMBERS – Members of the Technical Planning Committee shall consist of the Senior Chair, Age Group Chair, Athlete Members (33% of committee’s votes), and non-Board and nonathlete Members (33% of committee votes). The Non-Board Members and nonathlete Members shall be appointed by the General Chair with the Advice and consent of the Board of Directors.

D. DUTIES –

1. The Technical Planning Committee (TPC) is responsible for developing the comprehensive schedule of dates for the proposed meet schedule.

2. The Technical Planning Committee (TPC) is responsible for developing a long-term calendar.

3. The Technical Planning Committee (TPC) is responsible for making sure the FGC Policy and Procedures and FGC Rules and Regulations are up-to-date.

4. The Technical Planning Committee (TPC) is responsible for developing the LSC Championships meets

7.5 DUTIES OF CHAIRS AND COORDINATORS GENERALLY – The duties of the General Chair, the division chairs, committee chairs, and coordinators (in addition to those provided elsewhere in these Bylaws) shall be as follows:

(1) Preside at all meetings of the respective division, committee, or subcommittee;

(2) See that all duties and responsibilities of the coordinator or the respective division, committee, or subcommittee in his or her charge are properly and promptly carried out;

(3) Appoint such committees or subcommittees as may be necessary to fulfill the duties and responsibilities of the division or committee, respectively;

(4) Communicate with the General Chair, respective division, committee or subcommittee members and the Secretary to keep them fully informed;

(5) Appoint a member as secretary of the committee or subcommittee charged with taking minutes of each meeting and forward reports or minutes of all meetings to the Secretary; and

(6) Perform the other specific duties listed in FGSI’s Policies and Procedures or as may be delegated by the General Chair, the respective division chair or committee chair, the Board of Directors, or the House of Delegates.

7.6 DUTIES OF COMMITTEES GENERALLY – Except as otherwise provided in these Bylaws, the duties of the committees shall be prescribed by the FGSI’s Policies and Procedures.

7.7 REGULAR AND SPECIAL MEETINGS – Regular and special meetings of committees or subcommittees of FGSI shall be held as determined by the respective Vice-chairs or committee or subcommittee chair.

7.8 OPEN MEETINGS/CLOSED SESSIONS – Meetings of committees and sub-committees, other than a Personnel Committee meeting, shall be open to all members of FGSI. Matters relating to personnel, disciplinary action, legal, taxation and similar affairs shall be deliberated and decided in a closed session which only the respective members are entitled to attend. By a majority vote, a committee or subcommittee may decide to go into closed session on any matter deserving of confidential treatment or of personal concern to any member of the committee or sub-committee.

7.9 VOICE AND VOTING RIGHTS OF COMMITTEE MEMBERS – Each Committee member shall have both voice and vote in their respective meetings.

7.10 ACTION BY WRITTEN CONSENT – Any action required or permitted to be taken at any meeting of a committee may be taken without a meeting if all the committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the meetings. These consents shall be treated for all purposes as a vote taken at a meeting.

7.11 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT – Members of any committee may participate in a meeting of the committee or through conference equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at a meeting.

7.12 QUORUM – Except as otherwise provided in these Bylaws or in the resolution or other action establishing a committee, a quorum of any committee shall consist of those members present.

7.13 VOTING – Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders, and other propositions coming before a committee shall be determined by majority vote.

7.14 PROXY VOTE – Voting by proxy in any meeting of a committee shall not be permitted.

7.15 NOTICES –

.1 TIME – Except as otherwise provided in these Bylaws or the resolution or other action establishing a committee, not less than five (5) days’ written notice shall be given for any meeting of a committee.

.2 INFORMATION – The notice of a meeting shall contain the time, date, and site.

7.16 RESIGNATIONS – Any committee chair or member may resign by submitting a written resignation to the General Chair or the Board of Directors specifying an effective date of the resignation. If such date is not specified, the resignation shall take effect upon the appointment of a successor.

7.17 VACANCIES – The determination of when the position of an appointed committee chair, committee member becomes vacant or a person becomes incapacitated, if not made by the person, shall be within the discretion of the Board of Directors. In the event of a vacancy or permanent incapacity, the General Chair, with the advice and consent of the Board of Directors and the respective division chair, shall appoint a successor to serve until the conclusion of the incumbent’s term. A temporary incapacity may be left unfilled at the discretion of the General Chair, or an appointment may be made for the duration of the temporary incapacity.

7.18 DELEGATION – With the consent of the Board of Directors or the respective division chair, a committee chair may delegate a portion of their powers or duties to another officer of FGSI, or to another committee, sub-committee, with the consent of the Board of Directors to the paid staff of FGSI. Notwithstanding any delegation, the ultimate responsibility for the delegated duties and obligations shall remain with the delegator.

7.19 APPLICATION TO COMMITTEES – Sections 7.5 through 7.18 shall apply to all committees, unless otherwise provided in these Bylaws, in the resolution creating the committee or in the FGSI Policies and Procedures.

ARTICLE 8

ANNUAL AUDIT, REPORTS AND REMITTANCES

8.1 ANNUAL AUDIT, REPORTS AND REMITTANCES – FGSI shall submit any reports and remittances required by the USA Swimming Corporate Bylaws, by the USA Swimming Board of Directors, the President/CEO of USA Swimming or by any agreement between FGSI and USA Swimming. Reports required to be submitted to USA Swimming by FGSI include annual financial and federal tax reports and the annual audit or review.

ARTICLE 9

ORGANIZATION, AMENDMENT OF BYLAWS AND DISSOLUTION

9.1 NON-PROFIT AND CHARITABLE PURPOSES – FGSI is organized exclusively for charitable and educational purposes and for the purpose of fostering national or international amateur sports competition within the meaning of section 501(c)(3) of the IRS Code. Notwithstanding any other provision of these Bylaws, FGSI shall not, except to an insubstantial degree, (1) engage in any activities or exercise any powers that are not in furtherance of the purposes and objectives of FGSI or (2) engage in any activities not permitted to be carried on by: (A) a corporation exempt from federal income tax under such section 501(c)(3) of the IRS Code or (B) a corporation to which contributions, gifts and bequests are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code.

9.2 DEDICATION OF ASSETS, ETC. – The revenues, properties, and assets of FGSI are irrevocably dedicated to the purposes set forth in Sections 1.2 and 9.1 of these Bylaws. No part of the net earnings, properties, or assets of FGSI shall inure to the benefit of any private person or any member, officer or Director of FGSI.

9.3 AMENDMENTS – Any provision of these Bylaws not mandated by USA Swimming may be amended at any meeting of the FGSI House of Delegates by a two-thirds (2/3) vote of the members present and voting. Amendments so approved shall not take effect until reviewed and approved by the USA Swimming Rules and Regulations Committee. Changes to Required LSC Bylaws shall be effective on the date established in the amending USA Swimming legislation.

9.4 DISSOLUTION – FGSI may be dissolved only upon a two-thirds (2/3) vote of all the voting members of the House of Delegates. Upon dissolution, the net assets of FGSI shall not inure to the benefit of any private individual, unincorporated organization or corporation, including any member, officer, or director of FGSI, but shall be distributed to USA Swimming, to be used exclusively for educational or charitable purposes. If USA Swimming, is not then in existence, or is not then a corporation which is exempt under section 501(c )(3) of the IRS Code and to which contributions, bequests and gifts are deductible under sections 170(c )(2), 2055(a)(2), and 2522(a)(2) of the IRS Code, the net assets of FGSI shall be distributed to a corporation or other organization meeting those criteria and designated by the House of Delegates at the time of dissolution, to be used exclusively for educational or charitable purposes.

ARTICLE 10

INDEMNIFICATION

10.1 INDEMNITY – FGSI shall indemnify, protect and defend, in the manner and to the full extent permitted by law, any Indemnified Person in respect of any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of FGSI, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that the Indemnified Person bears or bore one or more of the relationships to FGSI specified in Section 10.3 and was acting or failing to act in one or more of those capacities or reasonably believed that to be the case. Where specifically required by law, this indemnification shall be made only as authorized in the specific case upon a determination, in the manner provided by law, that indemnification of the Indemnified Person is proper in the circumstances, FGSI may, to the full extent permitted by law, purchase additional insurance to that provided by USA Swimming, and maintain insurance on behalf of any Indemnified Person against any liability that could be asserted against the Indemnified Person.

10.2 EXCLUSION – The indemnification provided by this Article 10, shall not apply to any Indemnified Party whose otherwise indemnified conduct is finally determined to have been in bad faith, self-dealing, gross negligence, wanton and willful disregard of applicable laws, rules and regulations, of the USA Swimming Rules and Regulations, of the USA Swimming Code of Conduct or these Bylaws or who is convicted of a crime (including felony, misdemeanor and lesser crimes) involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors or similar offenses, or who is found by the National Board of Review or the U.S. Center for SafeSport to have committed actions which would be the basis for such a conviction and , in each case, the otherwise indemnifiable conduct (or failure to act) was, or was directly related to, the predicate acts of the conviction or finding.

10.3 INDEMNIFIED PERSONS – As used in this Article 10, “Indemnified Person” shall mean any person who is or was a Board Member, Group Member Representative, officer, official, coach, committee chair or member, coordinator, volunteer, employee or agent of FGSI, or is or was serving at the direct request of FGSI as a director, officer, Group Member Representative, meet director, official, coach committee member, coordinator, member volunteer, employee or agent of another person or entity involved with the sport of swimming.

10.4 EXTENT OF INDEMNITY – To the full extent permitted by law, the indemnification provided in this Article shall include expenses (including attorney’s fees, disbursements, and expenses), judgments, fines, penalties, and amounts paid in settlement, and, except as limited by applicable laws, these expenses shall be paid by FGSI in advance of the final disposition of such action, suit or proceeding. If doubt exists as to the applicability of an exclusion to FGSI’s obligation to indemnify, FGSI may require an undertaking from the Indemnified Person obliging him to repay such sums if it is subsequently determined that an exclusion is applicable. In the case of any person engaged in the sport of swimming for compensation or other gain, if FGSI determines that there is reasonable doubt as to such person’s ability to make any repayment, FGSI shall not be obligated to make any payment in advance of the final determination. This indemnification shall not be deemed to limit the right of FGSI to indemnify any other person for any such expenses to the full extent permitted by law, nor shall it be deemed exclusive of any other rights to which any Indemnified Person may be entitled under any agreement, vote of members or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.

10.5 SUCCESSORS, ETC. – The indemnification provided by this Article shall continue as to an Indemnified Person who has died or been determined to be legally incompetent and shall apply for the benefit of the successors, guardians, conservators, heirs, executors, administrators, and trustees of the Indemnified Person.

ARTICLE 11

PARLIAMENTARY AUTHORITY

11.1 - ROBERT’S RULES – Robert’s Rules of Order Newly Revised shall govern FGSI and any of its constituent or component parts, committees, etc., in the conduct of meetings in all cases to which they apply and in which they are not inconsistent with these Bylaws and any special rules of order FGSI, the House of Delegates, the Board of Directors or its divisions, committees, etc., may adopt.

ARTICLE 12

MISCELLANEOUS

12.1 EFFECT OF STATE LAW CHANGES (SEVERABILITY) – If any portion of these Bylaws shall be determined by a final judicial decision to be, or as a result of a change in the law of the State of Florida become, illegal, invalid, or unenforceable, the remainder of these Bylaws shall continue in full force and effect.

12.2 FISCAL YEAR – The fiscal year of FGSI shall end on the last day of December.

12.3 TAX STATUS, INTERPRETATION OF BYLAWS – It is intended that FGSI shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c)(3) of the IRS Code and to which contributions, bequests and gifts are deductible for federal income, estate, and gift tax purposes under section 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code, respectively. Similarly, it is intended that FGSI shall have that or similar status under the applicable state and local laws as will exempt it from taxation to the maximum extent possible to the extent not contrary to applicable federal requirements. These Bylaws shall be interpreted accordingly.

ARTICLE 13

Intentionally Deleted

ARTICLE 14

CONVENTIONS AND DEFINITIONS

14.1 CONVENTIONS –

.1 TERMS GENERALLY – Whenever the context may require, any pronoun or official title shall include the corresponding masculine, feminine and neuter form. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitations”. The singular shall include the plural and the plural shall include the singular as the context may require. Where the context permits, the term “or” shall be interpreted as though it were “and/or”. Captions have been used for convenience only and shall not be used in interpreting the Bylaws.

.2 CAPITALIZED TITLES – Capitalized titles, such as Secretary or Treasurer, when appearing alone shall refer to FGSI positions and not to USA Swimming or another organization.

.3 NOTICE DEEMED GIVEN; LAST KNOWN ADDRESS –

Notice by mail – Notice given, and other writings delivered by first class mail, postage prepaid, and addressed to the last known address shall be deemed given or delivered upon the postmark date for all purposes under these Bylaws.

Notice by Email – Notice given, and writings delivered by electronic mail to the last known email address shall be deemed given or delivered for all purposes under these Bylaws.

Last Known Mail or Email Address – For all purposes under these Bylaws, the last known mail or email address of a member of FGSI shall be the mail or email address on file with FGSI or in SWIMS.

.4 TIME PERIOD CONVENTION – In computing time periods established by these Bylaws, the initial time period (days or hours) shall not be included but the last period shall be included.

.5 WAIVER OF NOTICE CONVENTION – Untimely or insufficient notice for any meeting held under the authority of these Bylaws shall be considered to have been waived if a member attends or participates in the meeting to which such notice referred or to which notice was lacking without, at the earliest opportunity, raising an objection of untimely or insufficient notice having been given for such meeting. If the member is a Group Member Representative, then the relevant Group Member shall be treated as having waived the untimely or insufficient notice to the same extent.

14.2 DEFINITIONS – When used in these Bylaws, the following terms shall have the meanings indicated in this Section, and the definitions of such terms are equally applicable both to the singular and plural forms.

.1 ARTICLE – a principal subdivision of these Bylaws.

.2 ARTICLES OF INCORPORATION – the document filed with the Secretary of State of Florida pursuant to which FGSI was formed.

.3 ATHLETE BOARD REPRESENTATIVE – an Athlete Member elected to represent athletes in the House of Delegates and on the Board of Directors.

.4 ATHLETE REPRESENTATIVE - shall be (a) an athlete member in good standing; (b) currently competing, or have competed within the two (2) immediately preceding years, in a USA Swimming sanctioned event conducted by FGSI or another LSC, and (c) have his or her place of permanent residence in the Territory and expect to reside therein throughout at least the first half of the term (other than periods of enrollment in an institution of higher education).

.5 BOARD MEMBER – a member of the Board of Directors, including the At-Large Board Members.

.6 BOARD OF DIRECTORS – the Board of Directors of FGSI.

.7 BYLAWS – these bylaws as adopted and amended from time to time by, and in effect for, FGSI.

.8 COACH REPRESENTATIVE – a Coach Member elected to represent the coaches in the House of Delegates and on the Board of Directors.

.9 WORLD AQUATICS - the sole and exclusive world governing body for all aquatics.

.10 GROUP MEMBER REPRESENTATIVE – an individual appointed to represent a Group Member in the House of Delegates.

.11 HOUSE OF DELEGATES – the House of Delegates of FGSI as established by Article 4 of these Bylaws.

.12 IMMEDIATE PAST GENERAL CHAIR - the individual who is the immediate past General Chair of FGSI

.13 IRS CODE – the current United States Internal Revenue Code.

.14 LOCAL SWIMMING COMMITTEE (LSC) – FGSI as defined by the USA Swimming Corporate Bylaws.

.15 MEMBER – a Group Member or an Individual Member.

.16 NATIONAL BOARD OF REVIEW – the National Board of Review of USA Swimming established in accordance with the National Board of Review procedures, pursuant to Policy 26.0 of the USA Swimming Operating Policy Manual.

.17 POLICIES AND PROCEDURES – the principles, rules, and guidelines of FGSI, as amended and adopted by the Board of Directors or the House of Delegates.

.18 SECTION – a subdivision of the Articles of these Bylaws.

.19 TERRITORY – the geographic territory over which FGSI has jurisdiction as a Local Swimming Committee.

.20 USA SWIMMING – USA Swimming, Inc., a Colorado nonprofit corporation which is the national governing body for the United States for the sport of swimming.

.21 FGSI - the Florida not-for-profit corporation to which these Bylaws pertain.

ADOPTED BY FGC HoD 10/21/24

*AMENDED:

Shorten the Board Term to 1 year, FOR 1 year, for:

Senior Chair

Coaches' Rep

Effective immediately.

Rationale is to avoid changeover in both AG and SR chairs since those roles complement each other so much. In addition, having the Coaches Rep remain (if elected) to maintain good communication and continuity would help avoid any ‘black holes’ or information/experience gaps from one Vice-Chair to the next.

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