Section 1 Directors
The affairs of the Corporation shall be managed by the Board of Directors.
Section 2 Duties of Directors
Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. Directors shall act as fiduciaries with respect to the interests of the Members. In acting in their official capacity as Directors of this Corporation, Directors shall act in good faith and take actions they reasonably believe to be in the best interests of this Corporation and that are not unlawful. In all other instances, the Board of Directors shall not take any action that they should reasonably believe would be opposed to the Corporation’s best interest or would be unlawful. A Director shall not be liable if, in the exercise of ordinary care, the Director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation.
Section 3 Actions of the Board of Directors
The Board of Directors shall try to act by consensus. However, the vote of a majority of Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the Bylaws. A Director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the decision of the Board of Directors. For the purpose of determining the decision of the Board of Directors, a Director who is represented by a valid proxy in a vote is considered present.
Section 4 Number of Directors
The number of Directors shall be at least nine (9), but may be up to but not more than (15).
Section 5 Election of Directors
A person who is either a Facility Member or a Swim Team Member, and who has been duly nominated may be elected as a Director. Directors shall be elected by the vote of the Members. Two-thirds (2/3) of the Directors shall consist of Swim Team Members, as defined in Section 1 of Article II. One-third (1/3) of the Directors shall consist of Facility Members, also as defined in Section 1 of Article II. All qualified voting members may vote for both slates of candidates. At any meeting at which the election of a Director occurs a Member may nominate a person with the second of any other Member as long as such person so nominated meets the requirements of this Section 5.
Section 6 Term of Office
Directors shall be elected for staggered terms of two years each.
Section 7 Re-Election of Directors
A Director may be elected to the office of Director for additional succeeding terms as long as such Director meets the requirements of Article III, Section 5 herein above.
Section 8 Resignation
Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.
Section 9 Removal
Any Director, as well as any officer, may be removed from office by the unanimous vote of the Board of Directors. Any such Director shall not be entitled to vote on his or her removal.
Section 10 Automatic Termination
The term of a Director shall expire if the Director is absent at three consecutive meetings of the Board of Directors without having been excused from attendance for reasons acceptable to the Board of Directors. The Secretary shall notify a Director in writing when the Director has two unexcused absences. The written notice shall be mailed to the absentee Director and all members of the Board before the next meeting of the Board of Directors.
Section 11 Filling Vacancies
Any vacancy in the Board of Directors shall be filled by a majority vote of the Board of Directors to fill the tin-expired term of a Director or Directors whose office has been vacated. Any Director so appointed shall stand for election at the next election meeting of the membership, provided said Director is nominated by the Board of Directors Nominating Committee.
Section 12 Proxies
A director may vote by proxy executed in writing by the director, provided, however, no director shall hold proxies for more than two directors. In no event shall a proxy be valid for a period longer than five (5) days after the meeting for which it is given, and shall be revocable, at any time, at the request of the Director granting such proxy. For the purpose of determining the decision of the Board of Directors, a Director who is represented by a valid proxy in a vote is considered present.
Section 13 Compensation
Directors shall not receive compensation for their services.
Section 14 Annual Meeting
A regular annual meeting of the Board of Directors shall be held in September of each calendar year following the annual membership meeting. The following order of business shall be observed: [a] the newly elected directors shall be inducted into the office of director by the preceding year Chairman of the Board; [b] the preceding year Chairman of the Board and the President shall submit written reports; [c] the preceding year Treasurer shall present the financial report for the preceding year; [d] each Committee of the Board of Directors shall present a written report of its activities for the preceding year and recommendations for the future; [e] the reports of the committees and officers shall be received as information and incorporated in the minutes of the meeting as exhibits thereto; [f] the reports of committees and officers shall be inserted into their notebooks as a record for the next committee or officer; [g] officers for the ensuing fiscal year shall be elected; and [h] the transaction of other business, including any proposed amendments to the by-laws of the Corporation.
Section 15 Meetings
The Board of Directors shall meet monthly but in no event not less often than ten times during the calendar year. Special meetings of the Board of Directors may be called by the Chairman or in his absence by the President, or by any three members of the Board. The time, place and agenda of a meeting shall be provided in writing or electronic mail or fax to the directors by the Secretary at least five (5) days prior to the meeting.
Section 16 Order of Business
Each meeting shall begin with roll call, followed by the reading and approval of the minutes, Facility Director’s report, the Treasurer’s report, the Head Coach’s report, other committee reports, old business and new business. The Board of Directors and the members of each committee or subcommittee shall have full authority to change the order of business at any meeting and to adopt such rules for conducting the business thereof, not inconsistent with these by-laws, as may be deemed necessary.
Section 17 Rules of Order
The rules of procedure at meeting shall be according to Robert’s Rules of Order, so far as applicable, and when not inconsistent with the by-laws. The rules of procedure may be suspended by a majority vote of those present and voting at any meeting.