Bylaws

Bylaws of the Estes Park Swim Club, Inc.

Article I
Name
The Name of this corporation shall be the Estes Park Swim Club, Inc.

Article II
Purpose
The purpose of the corporation is to sponsor and encourage swimming activities. The club may sponsor a swim club, swim meets, and individual swimmers, raise funds related thereto, sponsor educational programs, administer property, and do all things necessary or desirable to achieve the purposes of the corporation.
No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on 1) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 or 2) by a corporation contribution to which are deductible under sections 170 (c) (2) of the Internal Revenue Code of 1054.

Article III
Advisory Membership
1. The advisory membership shall consist of the parents of swimmers on the Estes Park Swim Club. Any swimmer paying dues for any length of time during the period from October 1st through September 30th shall be credited with one vote to be exercised by their parent or guardian at the date of the Annual Parent Meeting. Adult swimmers member of the club shall have their own vote.
2. The Board of Directors shall meet annually in October of each year call a meeting of the Advisory Members for the purpose of receiving input from the members, to advise the members of the programs and activities of the Board of Directors, to approve a Proposed budget, and to elect a new Board of Directors. Only persons fully paid for all dues and assessments outstanding as of date of the annual meeting shall be entitled to vote.

Article IV
Board of Directors
1. The Board of Directors shall consist of seven members.
2. The Board of Directors shall have no term limits but shall serve as a board member for a full year. Vacancies shall be appointed by the other Board members.
3. The Board of Directors shall have such powers as granted by the statutes of the State of Colorado. It shall make all rules and regulations that it deems necessary or proper for the club to carry out its purposes, Article and Bylaws, Public laws or regulations and practices of the Club.
4. The Board of Directors may by a vote of two-thirds suspend any member of the board or member of the advisory members upon evidence of a material violation of the by-laws, public laws, or regulations and practices of the Club.
5. The Board of Directors shall meet immediately after the annual meeting of the advisory members to elect officers for the coming year. In addition, the Board may meet at any time upon the call for the President or the one-third of the total number of Directors. Regular monthly meetings of the Board shall be scheduled by the Board at their first meeting. The Board Meetings shall be open to all advisory members who will not have a vote. Executive sessions may be held to consider personnel issues and issues of the confidential nature.
6. A quorum for the transaction of business at Board meetings shall consist of at least one-half of the total number of directors.
7. At all meetings of the Board business shall be transacted by a majority vote of all members present, and any action taken shall be deemed the action of the full board.
8. At all meetings of the Board, Robert’s Rule of order shall apply.


Article V
Officers
1. The officers shall be a President, A President Elect, a Secretary, A Treasurer and thee at large members. They shall be elected at the October meeting of the advisory members. They shall serve a terms as outlined above or until their successors are duly elected and qualified. Any vacancy in office during a term shall be filled by the Board as soon as possible. No officer shall serve more than two consecutive terms in the same office.
2. Duties of the President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation. No person may serve in this position longer than one year, and may not succeed himself or herself.
3. Duties of the President Elect. In the event of the absence or disability of the President, the President Elect shall perform the duties of President. I addition the President Elect shall perform such duties as the President may request, and shall the year following performing in this position automatically move to the office of President.
4. Duties of the Secretary. The secretary shall keep good and accurate minutes of the meetings of the corporation and Board. In addition the Secretary shall give such notices as may be required, file such certificates as necessary to keep the corporation in good standing, and shall be the custodian of the records of the corporation. In addition the secretary shall perform such other duties incident to the position and as requested by the President and/or Board consistent with this position.
5. Duties of the Treasurer. The Treasurer shall have responsibility for all funds of the corporation, shall account for the same, shall draw checks in furtherance of the corporate business, shall make statements available at the monthly meeting of the Board shall be subject to annual audit as provided above, and shall in general perform the duties incident to this office and such other duties as the President or Board may assign from time to time.
6. Duties of the Members at Large. The members at large shall have one vote at the meetings of the Board, and shall perform such other duties as the President or Board my assign from time to time.

The Board of Directors may appoint or hire individuals or businesses as agents or employees, as may be necessary in their judgment for the conduct of the business of the Club and to designate their titles and compensation, if any.

Article VI
Financial Matters
1. The fiscal year shall be September 31st – August 1.
2. The accounts of the Board shall be audited each year by three members of the Board appointed for that purpose.
3. The financial report shall be made by the treasurer at least once annually and transmitted to the Board members. Additional financial reports shall be made available to the Board of Directors in such form and at such times as they may request.
4. The President shall make an annual report to the advisory members at their annual meeting, reviewing the activities of the year ended and forecasting the activities of the year ahead.
5. Restricted funds shall be received only upon approval of the Board, and once so received, shall be administered in conformance with the terms of the restriction.

Article VII
Dissolution
1. This corporation may be dissolved by the Board in accordance with the statutory provisions of the State of Colorado.

Article VIII
Amendment
These Bylaws and the Article of Incorporation may be amended by two-thirds vote at any meeting of the advisory membership, but no amendment shall be in order at any meeting unless at least thirty days previous notice of the nature of the proposed amendment shall have been given by mail to all advisory members or posted at the swimming pool utilized for practice by the Club.

Adopted by the advisory membership this _______day of _____________, 2005.



Secretary