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Amended and Restated By-Laws of Missouri Valley Swimming, Inc.
Articles 8 through 11
8.1 MINUTES - The Secretary shall, within thirty (30) days after each meeting of the Board of Directors
and the House of Delegates, transmit a copy of the minutes of the meeting to the respective members and
to USA Swimming national headquarters.
8.2 FINANCIAL AND FEDERAL TAX REPORTS - The Secretary shall forward to USA Swimming
national headquarters a copy of the annual closing Balance Sheet and Statement of Income and Expense for
the preceding fiscal year following completion of the audit of the accounts and internal financial controls
and procedures of MVS and the report thereon prepared in accordance with Section 8.5, within fifteen (15)
days of receipt of the audit report and shall advise USA Swimming national headquarters within thirty
(30) days following acceptance by the House of Delegates. Copies of any corresponding federal income tax
return required to be filed by MVS under the IRS Code shall be included with the annual audit report sent
to USA Swimming national headquarters.
8.3 STATE AND LOCAL REPORTS AND FILINGS - The Secretary shall cause to
be made all reports and non-tax filings and shall requisition from the Treasurer checks with which to
pay any applicable fees required by its state of incorporation and by any other state or municipality
in which it operates.
8.4 PUBLIC AVAILABILITY OF CERTAIN INFORMATION - MVS shall cause to be made available
at a reasonable location and time determined by MVS to anyone requesting to see a copy of MVS’ federal
income tax and information returns for each of the last three years, and a copy of the materials submitted
by USA Swimming to include MVS in USA Swimming’s group exemption ruling as required pursuant to IRS Code
section 6104 and any similar requirements of applicable state or local laws.
8.5 ANNUAL AUDIT - An annual audit of the accounts, books and records of MVS shall
be completed no later than the end of the third month following the end of its fiscal year. The audit,
or review, shall be conducted by the Audit Committee. The audit shall cover any federal, state or local
income tax return that MVS is required to file under the IRS Code or applicable provisions of state or
local law, rules or regulations, the balance sheet, the statement of income and expenses, check register
and bank statements and other records as is deemed appropriate. If the audit, or review, is conducted
by the Audit Committee or the Finance Committee, the committee shall issue a report signed by all of its
members and stating that the financial records and reports of MVS have been reviewed and fairly present
the financial condition of MVS as of the date of the balance sheet and for the fiscal period of the statement
of income and expenses and the report is true and correct to the best of the Committee’s knowledge, information
and belief. If the audit, or review, is conducted by an independent auditor, the report shall be in accord
with generally accepted auditing practices applicable to the audit or review, as the case may be.
8.6 MEMBERSHIP AND REGISTRATION REPORTS - The Registration Chair shall forward
in a timely manner all required reports to the Executive Director of USA Swimming. This report shall be
accompanied by a remittance of the appropriate membership and registration fees due to USA Swimming. The
Registration Chair shall make periodic summary reports to the Administrative Vice Chair, the Board of
Directors and the House of Delegates.
8.7 SAFETY REPORTS
.1 Incident/Occurrence Reports - An occurrence report providing all of the information requested
by applicable USA Swimming form should be completed at the time of the occurrence by the meet director,
officer, coach or club officer with copies to USA Swimming national headquarters, the Safety Chair,
the Administrative Vice Chair and the MVS office.
.2 Reports of Injuries - The Safety Chair shall present a report concerning swimming-related injuries
within the Territory at each House of Delegates and Board of Directors meeting.
A. House of Delegates Reports - The report to the House of Delegates shall be written and
shall provide in summary form the pertinent information including whether the injured party
is a member of MVS and USA Swimming, the location of the occurrence and a brief description
of the incident, the resulting injury and the emergency-care steps taken, together with any
recommendation for action by MVS and its members to reduce the likelihood of a re-occurrence
and the status of that recommendation. The written report shall include a review of the pertinent
statistical information provided by USA Swimming national headquarters. The Safety Chair is
responsible for distribution of this report to each Club Safety Coordinator. A copy of each
House of Delegates report shall also be sent to the USA Swimming national headquarters.
B. Board of Directors Reports - The regular report to the Board of Directors may be a summary
addressing primarily any recommendation for action by MVS and its members.
.3 Safety Education - The Safety Chair shall be responsible for disseminating safety information
flowing from USA Swimming Headquarters and, with the assistance of the Committee members, exploring
safety education opportunities and developing a safety education program tailored to MVS and its members
and Territory.
8.8 MAILING ADDRESS - MVS shall notify in writing USA Swimming national headquarters of any change
in its regular mailing address within 14 days of the change.
8.9 REPORTS GENERALLY - MVS shall make all reports and remittances to USA Swimming as specified in
the USA Swimming Rules and Regulations or by the National Board of Directors or National House of Delegates,
in such a manner and on such written forms as may be requested by USA Swimming national headquarters.
The General Chair, the Registration Chair, the Secretary, and the Treasurer shall be collectively responsible
for seeing that all required reports and remittances are made.
9.1 INDIVIDUAL MEMBERS’ BILL OF RIGHTS - MVS, in furtherance of Article
301 of the USA Swimming Rules and Regulations, shall respect and protect the right of every Individual
Member who is eligible under MVS, USA Swimming and FINA rules and regulations to participate in any competition
as an athlete, coach, trainer, manager, meet director or other official, so long as the competition is
conducted in compliance with MVS, USA Swimming and FINA requirements. Before any Individual Member is
denied the right to participate in a competition, the individual shall have the right to request and have
a hearing before, and a determination of, the Board of Review or the National Board of Review. If the
Individual Member is permitted to participate subject to a protest, a hearing and determination may take
place after the competition is concluded.
9.2 CLUB MEMBERS’ BILL OF RIGHTS - MVS shall respect and protect the
right of every Club Member which is eligible under MVS, USA Swimming and FINA rules and regulations to
participate in any competition through its athletes, coaches, trainers, managers, meet directors and other
officials, so long as the competition is conducted in compliance with MVS, USA Swimming and FINA requirements.
Before any Club Member is denied the right to participate in a competition, the Club Member shall have
the right to request and have a hearing before, and a determination of, the Board of Review or the National
Board of Review. If the Club Member is permitted to participate subject to a protest, a hearing and determination
may take place after the competition is concluded.
10.1 INTRODUCTION - USA Swimming was organized as the National Governing Body
for the sport of swimming under the Amateur Sports Act of 1978, as amended by the Ted Stevens Olympic
and Amateur Sports Act of 1998, both federal laws. These laws require USA Swimming to establish and maintain
provisions for the swift and equitable resolution of all disputes involving any of its members. This Article,
together with Section 2.2 and Article 9, and the USA Swimming Rules and Regulations are intended to provide
a clear statement of member responsibilities, liabilities for infractions thereof and a mechanism for
resolving in an orderly and fair way all manner and kinds of disputes that may arise among its members
in connection with the sport of swimming. Accordingly, MVS has established the Board of Review (the "Board")
to hear complaints, protests and appeals regarding the administration and conduct (including acts and
failures to act) of the sport of swimming in the Territory, conduct that may violate the USA Swimming
Code of Conduct or otherwise violate the policies, procedures, rules and regulations adopted by USA Swimming
or MVS, or conduct that may bring USA Swimming, MVS or the sport of swimming into disrepute. This Article,
together with Part Four of the USA Swimming Rules and Regulations, is intended to provide a uniform method
of appeal from any decision, act or failure to act to which a member of MVS or, where the conduct occurred
in the Territory, another LSC takes exception, and to provide an opportunity for a fair hearing before
a group of independent and impartial people. This Article and Part Four of the Rules shall be construed
accordingly.
10.2 BOARD OF REVIEW ORGANIZATION
.1 Establishment - The Board of Review of MVS shall be independent and impartial.
.2 Members - The Board of Review shall have at least five (5) regular members and at least three
(3) alternate members. The Board of Review, and any panel hearing a case, shall have a sufficient
number of athlete members to constitute at least 20% of its membership. The House of Delegates may
increase the number of regular or alternate members by resolution but subsequent to the adoption of
these Bylaws may only decrease the number of regular or alternate members upon the expiration of the
term of office of any incumbent members. When a matter is being heard by less than the full Board
of Review, the panel hearing the case shall include a sufficient number of athlete members so as to
constitute at least 20% of the hearing panel. No hearing shall proceed without the required athlete
representation.
.3 Election; Term of Office; Eligibility
A. Election - The House of Delegates shall biennially elect regular and alternate members
of the Board of Review: Two regular and two alternate members shall be elected in even-numbered
years and three regular and one alternate members in odd-numbered years.
B. Term of Office - The term of office shall be two years. Each member and alternate member
shall assume office after the October HOD meeting following his or her election and shall
serve until a successor is chosen.
C. Eligibility - Each regular and alternate member of the Board of Review shall be an Individual
Member of MVS and USA Swimming. In no case shall elected members of the Board of Directors
constitute a majority of the Board of Review.
.4 Chair Elected by Board; Other Officers - The Chair of the Board
of Review (the "Chair") who must be a regular member, shall be elected biennially by a majority vote
of the regular members of the Board of Review. The Chair shall biennially appoint a Vice Chair and
a Secretary of the Board of Review, each of whom must be regular members. The Chair may appoint a
Presiding Officer, who must be a regular member of the Board, to preside over one or more pending
cases.
.5 Meetings - The Board of Review shall meet for administrative purposes as necessary, to elect
the Chair, to adopt rules and procedures and to conduct other business as may be helpful or necessary
to achieve the purposes of the Board of Review and efficiently exercise its duties and powers. Other
meetings may be called by the Chair or any three regular members. When meeting for administrative
purposes, those provisions of Article 7 that are specified in Section 7.18 shall apply to the Board
of Review.
.6 Participation Through Communications Equipment - Members of the Board
of Review may participate in a meeting or hearing of the Board of Review, and any hearing may be conducted,
in whole or in part, through conference telephone or similar equipment by means of which all persons
participating in the meeting can hear each other at the same time. Participation by these means shall
constitute presence in person at such a meeting or hearing.
.7 Quorum - A quorum for any administrative meeting of the Board of Review shall be fifty percent
(50%) of its regular members, including athlete members.
.8 Resignations - Any regular or alternate member of the Board of Review may resign by orally advising
the Chair or by submitting a written resignation to the Chair, 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 or election of a successor.
.9 Incapacities and Vacancies - Determination of Vacancy or Incapacity - In the event of a
vacancy in the office of the Chair, , a Presiding Officer of any panel or other members of the
Board of Review, the LSC shall have in place reasonable written and published rules consistent
with the laws of the state of incorporation of the LSC to determine when such membership on the
Board of Review becomes vacant or a Chair, Presiding Officer or member becomes incapacitated.
The determination as to when the Chair is temporarily incapacitated shall be made, where the circumstances
permit, by the Chair and otherwise shall be within the discretion of the Board of Review, subject
to any subsequent action of the House of Delegates.
.10 Substitutions for Members - In the event that a member of the Board
of Review or a Presiding Officer is unable or unwilling to promptly act for any reason, recuses herself
or himself or is disqualified in any particular circumstance, the Chair (or, if the person so unable
or unwilling to act or recused or disqualified is the Chair, the Vice Chair; or failing that, the
General Chair) shall appoint another regular member or one of the alternate members or, if none of
the alternate or regular members is available, a disinterested Individual Member to act in the member’s
place and stead in respect of that circumstance.
.11 Advice; Attorney as Presiding Officer
A. Legal and Other Advice - Where appropriate or helpful, the Chair
or Presiding Officer may consult the USA Swimming General Counsel, the Chair of the USA Swimming
Rules or Officials Committees or of the Bylaws Subcommittee or an attorney (who need not be
a member of MVS, USA Swimming or the Board of Review) retained by the Board of Review or the
Chair regarding any issue raised by a proceeding.
B. Attorney as Presiding Officer - The Board of Review
or the Chair may retain an attorney (who need not be a member of MVS, USA Swimming or the
Board of Review) to act as Presiding Officer at any hearing where it is appropriate or helpful.
A Presiding Officer who is not a Board of Review member may not participate in the deliberations
of the Board of Review or the designated panel or have a vote.
C. Attorney’s Fees and Expenses - Prior to retaining an attorney on any basis requiring
the payment of fees to the attorney (the payment of expenses to an attorney providing services
at no charge (pro bono publico) shall not be considered as a payment of fees for this purpose),
the Chair or the Presiding Officer shall consult with the General Chair and the USA Swimming
General Counsel. The Treasurer is authorized and directed to pay any fee and expenses charged
by the attorney and approved by the Chair.
10.3 GENERAL
.1 Administrative Powers - The Board of Review shall have the powers and the duty to:
A. administer and conduct the affairs and achieve the purposes of the Board of Review,
B. establish policies, procedures and guidelines,
C. elect the Chair in accordance with Section 10.3.4,
D. elect or provide for the appointment of other officers, agents, committees or coordinators
to hold office for terms, and to have the powers and duties, specified,
E. call regular or special meetings of the Board of Review,
F. retain attorneys, agents and independent contractors and employ those persons which
the Board of Review may determine are appropriate, necessary or helpful in the administration
and conduct of its affairs (see 10.2.11C) and
G. take such action as may otherwise be appropriate, necessary or helpful in the administration
and conduct of its affairs, the achievement of its purposes and the efficient exercise of
its duties and powers.
.2 Rule Making Powers - The Board of Review shall have the power and the duty to promulgate reasonable
rules and procedures consistent with the corporation laws of the LSC with respect to any matter within
its jurisdiction or appropriate, necessary or helpful in the administration and conduct of its affairs.
Such rules and procedures shall have the same force and effect as if they had been adopted as part
of these Bylaws.
.3 Exercise of Powers and Decisions - Except for authority and power granted to the Chair or the
Presiding Officer, the exercise of the authority and powers of the Board of Review and the decision
of matters which are the subject of a hearing shall be decided by a majority vote of the panel, the
rehearing panel or the regular membership of the Board of Review. The views of any dissenters shall
be included in the record of the proceeding if requested by the dissenters. The exercise of the Board
of Review’s authority and power shall lye solely in its discretion and the interests of justice and
the sport of swimming. However, the Board of Review shall exercise its power in response to a timely
Petition filed with it, subject, in appropriate circumstances, to the power and discretion of the
Chair or Presiding Officer to dismiss a Petition with permission to refile for a stated period. In
connection with any preliminary investigation, the Chair or Presiding Officer may offer the services
of a Board of Review member to act as a mediator or similar positions under other alternative dispute
resolution mechanisms.
.4 Timeliness of Petition - The Board of Review need not exercise its jurisdiction with respect
to a Petition the subject matter of which occurred, or concerns or is founded on events which occurred,
more than ninety (90) days prior to the date the Petition is received (as determined under Article
406.1 of the USA Swimming Rules and Regulations),. A determination not to exercise its jurisdiction
as a result of the untimeliness of a Petition may be made by the Chair alone and may be the subject
of a request for rehearing and, thereafter, appeal to the National Board of Review pursuant to Article
408 of the USA Swimming Rules and Regulations.
.5 Filing Fees - The Board of Directors or the House of Delegates may
impose a schedule of generally applicable fees to be collected at the time a Petition, Request for
a Rehearing or Request for Formal Hearing following an Emergency Hearing is filed with the Board of
Review. If, on its own initiative or upon written request, the Board of Review determines it to be
in the interest of justice and the sport of swimming, the filing fee may be waived on a case-by-case
basis.
11.1 NON-PROFIT AND CHARITABLE PURPOSES - As stated in Section 1.2, MVS 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, MVS 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 MVS 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.
11.2 DEDICATION OF ASSETS, ETC. - The revenues, properties and assets of MVS are irrevocably dedicated
to the purposes set forth in Sections 0 and 0 of these Bylaws. No part of the net earnings, properties
or assets of MVS shall inure to the benefit of any private person or any member, officer or director of
MVS.
11.3 AMENDMENTS - Any provision of these Bylaws not mandated by USA Swimming
may be amended at any meeting of the House of Delegates by a two-thirds 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. These Bylaws shall be deemed amended ninety (90) days after the conclusion
of any annual meeting of USA Swimming at which the corresponding provisions of Part Six of the USA Swimming
Rules and Regulations are amended (or such later effective date established in the amending USA Swimming
legislation) to the extent that such amendment affects a provision required to be included herein or is
itself required to be included herein, unless MVS shall have requested permission of the USA Swimming
Rules and Regulations Committee not to have such amendment take effect with respect to these Bylaws.
11.4 DISSOLUTION - MVS may be dissolved only upon a two-thirds majority vote of all the voting members
of the House of Delegates. Upon dissolution, the net assets of MVS shall not inure to the benefit of any
private individual, unincorporated organization or corporation, including any member, officer or director
of MVS, but shall be distributed to USA Swimming, Inc., to be used exclusively for educational or charitable
purposes. If USA Swimming, Inc., 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 MVS 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.
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