|
|
By-Laws for Missouri Valley Swimming
Articles 4 through 5
Article 4 -- House of Delegates
4.1 MEMBERS -- The House of Delegates of MVS shall consist of the Group Member Representatives, the Athlete Representatives, the Coach Representatives, the other Board Members, and the At Large Representatives.
4.1.1 Group Member Representatives -- Each group member shall appoint from its membership a Group Member Representative, and two alternates to the House of Delegates. The appointment shall be in writing, addressed to the Secretary of MVS and duly certified by the chief executive officer of the appointing Group Member. The appointing Group Member may withdraw its Group Member Representative or one or more of its alternates and substitute a new Group Member Representative or new
alternate(s) by written notice, addressed to the Secretary of MVS and signed by the chief executive officer of the appointing Group Member.
4.1.2 Athlete Representatives -- Two (2) Athlete Representatives shall be elected by the Athlete Members, one each year for a two year term, or until their respective successors are elected. At the time of election, the Athlete Representative must (a) be an Athlete Member, (b) be at least sixteen (16) years of age or at least a sophomore in high school, (c) be currently competing, or have competed during the three (3) immediately preceding years in the swimming program
conducted by MVS or another USAS LSC, and (d) be a legal resident of the LSC. The election of the Athlete Representative shall be conducted annually at a MVS competition or meeting during which the maximum number of Club Athlete Representatives will be present, (this will usually be the Long Course Division I Championship meet) or other scheduled Athlete Member activity designated by the Board of Directors. The election will be conducted on the basis of procedures established by the
Athletes Committee and approved by the Board of Directors. The Athlete Representatives elected shall be determined by a majority of the athlete members in good standing and present and voting who are thirteen (13) years of age and older.
4.1.3 Coach Representatives -- Two Coach Representatives shall be elected , one each year for a two year term, or until their respective successors are elected. The election of the Coach Representative shall be conducted by the members of the LSC Coaches Committee at the MVS Long Course Age Group Swimming Championships, or at a timely meeting called by the Senior Coach Representative and approved by the Board of Directors. The election shall be determined by a simple majority
of those Coach Members present and voting, or otherwise at a time and place and in a manner designated by the Coaches Committee or the Board of Directors.
4.2 ELIGIBILITY -- Only Individual Members in good standing shall be eligible to be members of, or to be heard at, or to vote at the House of Delegates meetings in any capacity.
4.3 VOICE AND VOTING RIGHTS OF MEMBERS -- The voice and voting rights of members of the House of Delegates shall be as follows:
4.3.1 Group Members -- Group Member Representatives, except Seasonal Group Members, in each meeting of the House of Delegates, shall have voice and the number of votes corresponding to the number of registered year round athletes as follows:
(a) 00-10 Registered Year Round Athletes: 1 Vote
(b) 11-30 Registered Year Round Athletes: 2 Votes
(c) 31-50 Registered Year Round Athletes: 3 Votes
(d) 51-70 Registered Year Round Athletes: 4 Votes
(e) 71- Over Registered Year Round Athletes: 5 Votes
4.3.2 Seasonal Group Members -- Seasonal Group Member Representatives shall have voice and one vote in meetings of the House of Delegates.
4.3.3 Board Members, including Ex-Officio Board Members, Athlete Representatives, and Coach Representatives -- Each of the Board Members, including Ex-Officio Board Members, Athlete Representatives, and Coach Representatives, shall have both voice and one vote each in meetings of the House of Delegates.
4.3.4 Individual Members -- Individual Members, unless entitled to vote under another provision of these By-Laws, shall have voice but no vote in meetings of the House of Delegates and its committees.
4.4 DUTIES AND POWERS -- The House of Delegates shall oversee the management of the affairs of MVS and the establishment of policy, procedures and program. In addition to the duties and powers prescribed in the USAS Code or elsewhere in these By-Laws, the House of Delegates shall:
4.4.1 Elect the officers and members of the Board of Review in accordance with Article 6;
4.4.2 Receive the recommendations of the Board of Directors, and review, modify and adopt the annual budget of MVS
4.4.3 Call regular and special meetings of the House of Delegates;
4.4.4 Ratify or prospectively modify or rescind policies and programs established by the Board of Directors except that any action or authorization by the Board of Directors with respect to contracts or upon which a third party may have relied shall not be modified or rescinded;
4.4.5 Establish joint administrative committees, or undertake joint activities, with other sports organizations where deemed helpful or necessary by MVS;
4.4.6 Establish by resolution or the MVS Policies and Procedures Manual one or more committees of its members. The committees shall have the powers and duties specified in the resolution or the MVS Policies and Procedures Manual which may include delegation of one or more of the powers and duties of the House of Delegates other than the powers to amend these By-Laws or remove Board Members or other elected officers.
4.4.7 Amend the By-Laws of MVS in accordance with Section 12.3;
4.4.8 Remove from office any Board Member(s), member(s) of the Board of Review or committee chair(s) or coordinator(s) who has failed to attend to their official duties or member responsibilities or have done so improperly, or who would subject to penalty by the Board of Review for any of the reasons set forth in Section 11.4.7(c), provided, however, that no Board Member, Board of Review Member or committee chair or coordinator, except MVS Employees, may be removed except upon
not less than thirty (30) days written notice by MVS specifying the deficiency in the performance of member responsibilities or specific official duties or other reason. All notices and proceedings under this section shall be prepared, served, and processed utilizing the procedure for a formal hearing pursuant to Section 11.6 of these By-Laws.
4.4.8.1 Should the Board Member, Board of Review Member or elected committee chair or coordinator, except MVS Employees, contest the deficiency or other reason alleged in the notice, the initial due process hearing shall be conducted by the Board of Review pursuant to Article 11. Unless charged with offenses which could result in a Court conviction on morals charges, members protesting removal from office may continue to hold office, but not perform the functions of that office
until a final decision has been reached by the Board of Directors or the House of Delegates as appropriate. Members charged with offenses of a moral nature will be suspended from their responsibilities until such final decision has been reached. The Board of Review shall present its decision to the House of Delegates, which after considering the Board of Review's decision shall, in its discretion, determine whether or not to remove such person from office.
4.5 ANNUAL AND REGULAR MEETINGS -- The House of Delegates of MVS shall meet at least semi-annually, in the spring and in the fall. The spring meeting will normally be held on or about the 3rd week end in April; the fall meeting will be held within one or two weeks of the completion of the annual USAS Convention.
4.6 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 schedule regular meetings or should a special meeting be appropriate, a meeting of the House of Delegates may be called by a petition signed by at least ten (10) members of the House of Delegates or three (3) members of the Board of Directors.
4.7 MEETING LOCATION AND TIME -- All meetings of the House of Delegates shall be held 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.
4.8 NOMINATING COMMITTEE
4.8.1 Members of the Nominating Committee -- The Nominating Committee shall be comprised of the Administrative Vice Chair, the Coaches Representative, the Chair of the Officials Committee, three Active Individual Members to serve as At Large Representatives, and the Immediate past General Chair. The At Large Representatives shall be elected at the fall meeting of the House of Delegates of MVS for a term of one year. The chair of the Nominating Committee shall be the
Administrative Vice Chair. The past General Chair shall have a voice but no vote in the nominating process. If the position of Immediate past General Chair is vacant at the time of the nomination, the position shall not be filled. If any member of the Nominating Committee resigns or is unable to participate in the affairs of the Nominating Committee, the General Chair, with the advice and consent of the Board of Directors, shall appoint a successor to serve until the next meeting of the
House of Delegates.
4.8.2 (deleted)
4.8.3 Publication of Nominations -- Nominations by the Nominating Committee shall be by publication on the Website of MVS not less than twenty (20) calendar days prior to the election.
4.8.4 Additional Nominations -- Additional nominations may be made from the floor of the House of Delegates by any member or representative entitled to vote.
4.8.5 Meetings and Notices -- Meetings of the Nominating Committee Shall be held at any time or place within the Territory upon the call of the Chair or any three members of the Committee with a minimum of six (6) days notice required. Pertinent provisions of Section 7.14 and Sections 7.5 through 7.10 also shall apply to the Nominating Committee's meetings and notices.
4.8.6 Quorum -- A quorum for any meeting of the Nominating Committee shall consist of not fewer than four members. The committee shall act by a majority vote of its members voting in any meeting at which a quorum is present.
4.9 MEETINGS OPEN; EXECUTIVE SESSIONS
4.9.1 House of Delegates -- House of Delegates meetings shall be open to all members of MVS and USAS. Issues pertaining to personnel, disciplinary action, legal affairs, and tax affairs of MVS shall be deliberated and decided in a closed executive session which only House of Delegates members are entitled to attend. By a majority vote on a motion of a question of privilege, the House of Delegates may decide to go into executive session on any matter deserving of confidential
treatment or of personal concern to any member of the House.
4.9.2 House of Delegates Committees -- All meetings and deliberations of the Nominating Committee shall be conducted in executive session. All meetings of any other committees established by the House of Delegates, except the Board of Review, shall, where practicable, be open to all members of MVS except to the extent allowed by the resolution of the House of Delegates creating the committee or by the Parliamentary Authority.
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 By-Laws or the Parliamentary Authority, all motions, orders and other propositions coming before the House of Delegates shall be determined by a majority vote. A motion or order calling for the removal of a member of the Board of Review pursuant to Section 4.4.8, shall be determined by a two-thirds vote after at least thirty (30) days notice. See also Section 12.3 regarding amendment of these By-Laws.
4.12 PROXY VOTE -- Voting by proxy in any meeting of the House of Delegates shall not be permitted.
4.13 MAIL VOTE -- Any action which may be taken at any regular or special meeting of the House of Delegates, except elections, removals of Board Members, members of the Board of Review, elected committee chairs or coordinators and amendments of these By-Laws, may be taken without a meeting. If an action is taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written ballot to every member of the House of Delegates 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 4.15.1) within which to return the ballot to the Secretary. Action by written 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.
4.14 ORDER OF BUSINESS -- At all meetings of the House of Delegates the following shall be included in the order of business.
(a) Roll Call
(b) Reading, correction and adoption of minutes of previous meeting.
(c) Reports of Officers
(d) Reports of Committees and Coordinators
(e) Presentation and approval of the annual audit pursuant to Section 8.4 when applicable.
(f) Unfinished business, when applicable
(g) Elections, when applicable
(h) New Business
(i) Resolutions and Orders
(j) Adjournment
4.15 NOTICES
4.15.1 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 meeting of the House of Delegates. See Section 17.1.5 for the various permitted forms of notice.
4.15.2 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 By-Laws, a copy of the proposed amendment shall, where practicable, be included in the notice. Revised, modified, or amended versions of published proposed By-Laws changes rewritten by the House of Delegates by discussion and
vote shall not be treated as new amendments requiring publication prior to final vote by the House of Delegates. Failure to have included in the notice any germane amendments required by passage from FINA, USAS, or responsible governmental bodies subsequently adopted by the House of Delegates at the noticed meeting shall not be basis for any claim that the amendments so adopted are invalid.
5.1 MEMBERS -- The Board of Directors of MVS shall consist of the following elected officers, committee chairs, coordinators and representatives of MVS:
5.1.1 General Chair
5.1.2 Administrative Vice-Chair
5.1.3 Senior Vice-Chair
5.1.4 Age Group Vice-Chair
5.1.5 Secretary
5.1.6 Treasurer
5.1.7 Coach Representatives (2)
5.1.8 Athlete Representatives (2)
5.1.9 At Large Representatives (3)
5.1.10 Safety Coordinator
5.1.11 Committee Chairs and Coordinators -- as specified in section 7.2.1.
5.1.12 Officials Committee Chair
5.2 [This Section is reserved for future use.]
5.3 EX-OFFICIO MEMBERS -- The following persons shall be ex-officio member of the Board of Directors during the time period in which they meet the defined status:
5.3.1 The immediate Past General Chair of MVS, if an Individual Member in good standing.
5.3.2 Members of the USAS Board of Directors and USAS Committee Chairs who are Individual Members in good standing.
5.4 LIMITATIONS -- No more than three (4) members or coaches of any Club Member or Affiliated Group Member shall be elected or appointed to, have a voice on, the Board of Directors at any time. Elected Athlete Representatives shall not be affiliated with the same Club Member or Affiliated Group Member at the time of their respective election.
5.5 VOICE AND VOTING RIGHTS -- The voice and voting rights of Board Members and Individual Members shall be as follows:
5.5.1 Each Board Member other than the ex-officio members (see Section 5.3) shall have both voice and vote in meetings of the Board of Directors and its committees.
5.5.2 Unless entitled to vote under another provision of these By-Laws, ex-officio members shall have voice but no vote in meetings of the Board of Directors and its committees.
5.5.3 Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees and be heard at the discretion of the presiding officer. Unless entitled to vote under another provision of these By-Laws, Individual Members shall have no vote in meetings of the Board of Directors or its committees.
5.6 DUTIES AND POWERS -- The Board of Directors shall act for MVS and the House of Delegates during the interval between meetings of the House of Delegates (subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or recession), except that it shall not remove a Board Member (other that MVS employees filling Board positions by virtue of their employment) a Board of Review Member or other person elected by the House of Delegates
or amend these By-Laws. In addition to the powers and duties prescribed in the USAS Code or elsewhere in these By-Laws, the Board shall have the power and it shall be its duty to:
5.6.1 Establish and direct programs and policy for MVS.
5.6.2 Oversee the conduct by the officers and staff of MVS of the day-to-day management of the affairs of MVS.
5.6.3 Provide advice and consent to appointments proposed by the General Chair that require advice and consent under these By-Laws or the MVS Policies and Procedures Manual.
5.6.4 Cause the preparation and presentation to the House of Delegates of the annual budget of MVS and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;
5.6.5 Receive presentation of the annual audit report pursuant to Section 8.4 and make a recommendation to the House of Delegates concerning the approval or disapproval thereof.
5.6.6 Call regular and special meetings of the Board of Directors and the House of Delegates.
5.6.7 Admit eligible prospective Group Members and Affiliated Group Members.
5.6.8 Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of MVS.
5.6.9 Appoint other officers, agents, committees or coordinators to hold office for the terms specified, have the authority and perform the duties as are provided in these By-Laws 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 By-Laws. To the extent not provided elsewhere in these By-Laws, the Board of Directors may delegate to any
officer, agent, committee or coordinator the power to appoint any such subordinate officers, agents, committees or coordinators and to prescribe their respective terms of office, authorities and duties; and
5.6.10 Remove from any office any officer of MVS who was not elected by the House of Delegates, except MVS employees, and who has failed to attend to their official duties or member responsibilities or has done so improperly, or who would be subject to penalty by the Board of Review for any reasons set forth in Section 11.4.4(b). No officer, committee chair or coordinator, except MVS employees, may be removed without receiving thirty (30) days written notice by MVS specifying
the deficiency in the performance of members responsibilities or specific official duties or other reason. All notices and proceedings under this section shall be prepared, served and processed utilizing the procedures for a formal hearing pursuant to section 11.5.1 of these By-Laws. Should the officer, committee chair, committee member or coordinator contest the deficiency alleged, or other reason set forth in the notice required hereby, the initial due process hearing shall be conducted
by the Board of Directors at which the member shall have the same procedural rights as if the hearing were to be conduced by the Board of Review pursuant to Article 11. Refer also to Section 4.4.9.
5.7 EXECUTIVE COMMITTEE
5.7.1 Authority and Power -- The Executive Committee shall have the authority and power to act for the Board of Directors and MVS between meetings of the Board and the House of Delegates.
5.7.2 Members -- The members of the Executive Committee shall be the General Chair, Administrative Vice-Chair, Senior Vice-Chair, Age Group Vice-Chair, Treasurer, Secretary, and the Coaches Representative
5.7.3 Meetings and Notices -- Unless exigent circumstances require otherwise meetings of the Executive Committee shall be held at any time or place upon the call of the General Chair or any three (3) members of the Committee with a minimum of three (3) days notice required. Pertinent provisions of Section 7.14 and Sections 7.5 through 7.10 also shall apply to the Executive Committee meetings and notices.
5.7.4 Quorum -- A quorum of the Executive Committee shall consist of five (4) members of the Committee.
5.7.5 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 Director's meeting for ratification or prospective modification or recession.
5.8 MEETINGS OPEN; EXECUTIVE SESSIONS -- Board of Directors and Executive Committee meetings shall be open to all members of MVS. Matters related to personnel, disciplinary action and legal and taxation affairs shall be deliberated and decided in a closed executive session which only Board Members or Executive Committee Members, respectively, are entitled to attend. By a majority vote on a motion of a question of privilege the Board or the Executive Committee may decide to go
into executive session on any matter deserving of confidential treatment of personal concern to any member of the Board or the Executive Committee.
5.9 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT -- Members of the Board of Directors or the Executive Committee may participate in a meeting of the Board of Directors of the Executive Committee through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
5.10 REGULAR MEETINGS -- Regular meetings of the Board of Directors of MVS shall be held as may be determined by the Board of Directors.
5.11 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, a meeting of the Board of Directors shall be called at the request of any three (3) Board Members.
5.12 QUORUM -- A quorum of the Board of Directors shall consist of a majority of voting members.
5.13 MAJORITY VOTE REQUIRED -- Except as otherwise provided in these By-Laws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote
5.14 PROXY VOTE -- Voting by proxy in any meeting of the Board of Directors or the Executive Committee shall not be permitted.
5.15 ACTION BY WRITTEN CONSENT -- Any action required or permitted to be taken at any meeting of the Board of Directors or the Executive Committee may be taken without a meeting if all the Board Members or Executive Committee Members entitled to vote consent to the action in writing and the written consents are filed with the records of the meetings of the Board of Directors or the Executive Committee. These consents shall be treated for all purposes as a vote taken at a
meeting.
5.16 VOTES BY MAIL, FAX OR E-MAIL -- Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chairman's appointments, or removals of officers, committee chairs and members, may be taken without a meeting. If an action is to be taken without a meeting, the Secretary, shall with Notice by Mail, Fax or E-mail, distribute a written 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 5.17) within which to return the ballot to the Secretary. Action by written 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.
5.17 NOTICES
5.17.1 Time -- Not less than six (6) days notice shall be given to each Board Member of any annual, regular or special meeting of the Board of Directors. Separate notices need to be given for regular meetings that are scheduled well in advance. (See section 17.1.5 for the various permitted forms of notice and the consequences thereof.)
5.17.2 Information -- The notice of the meeting shall contain the time, date, and site. In the case of special meetings it shall also include the expected purpose of the meeting, which may be general.
5.18 ORDER OF BUSINESS -- At all meetings of the Board of Directors the following shall be included in the order of business:
(a) Roll Call
(b) Reading, correction and adoption of minutes
(c) Report of Executive Committee, when applicable.
(d) Reports of Officers
(e) Reports of committees and coordinators
(f) Presentation of the Annual Budge Report
(g) Presentation of the annual audit report pursuant to Section 8.5 and adoption of its recommendation to the House of Delegates, when applicable.
(h) Advice and Consent to Appointments, when applicable
(i) Unfinished (Old) Business
(j) New Business
(k) Review and approval or disapproval of applications for Membership
(l) Elections
(m) Resolutions and Orders
(n) Adjournment
|
