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By-Laws for Missouri Valley Swimming
Articles 12 through 18
Article 12 -- Organization, Amendments, and Dissolution
12.1 NON-PROFIT AND CHARITABLE PURPOSES -- As stated in Section 1.2 and 1.6, 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 By-Laws, MVS shall not, except to an insubstantial degree, (1) engage in any activities of 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 section 501(c)(3) of the IRS Code or (B) a corporation to which contributions, gifts and bequests are deductible under section 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code.
12.2 DEDICATION OF ASSETS, ETC. -- The revenues properties and assets of this Corporation are irrevocably dedicated to the purposes set forth in section 1.2 and 12.1 of these By-Laws. No part of the net earnings, properties or assets of MVS shall inure to the benefit of any private person or any member or director of MVS.
12.3 AMENDMENTS -- Any provision of these By-Laws not mandated by USAS may be amended at any meeting of the House of Delegates by a two-thirds vote of the members present and voting. Proposed amendments to these By-Laws shall be published on the Website of MVS a minimum of 15 days in advance of the House of Delegates meeting at which they are to be considered for a vote. These By-Laws shall be deemed amended ninety days after the conclusion of any annual meeting of USAS at
which the corresponding provisions of Part Six of the USAS Code of Rules and Regulations is amended (or such later effective date established in the amending USAS Legislation) to the extent that such amendment affect a provision required to be included herein or is itself required to be included herein, unless MVS shall have requested permission of the USAS Legislation Committee not to have such amendment take effect with respect to these By-Laws.
12.4 DISSOLUTION -- MVS may be dissolved upon only a two-thirds majority vote of the House of Delegates. Motion to dissolve shall be published to all voting members and group members a minimum of 15 days in advance of the House of Delegates meeting at which the motion is to be presented for a vote. Upon dissolution, the net assets of MVS shall not inure to the benefit of any private individual, unincorporated organization or corporation, including any member of MVS, but shall
be distributed to United States Swimming, Inc., to be used exclusively for educational or charitable purposes, or, if United States Swimming, Inc., is not then in existence, or is not 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 d2522(a)(2) thereof, 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.
13.1 INDEMNITY -- MVS 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 MVS, 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 MVS specified in Section 13.2 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. MVS may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnified Person.
13.2 LIMITATIONS OF APPLICATION -- The indemnification provided by this Article 13, 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 USAS Code, of the USAS Code of Ethics or these By-Laws 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 Board of Review or the National Board of Review to have committed actions which would be the basis for 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.
13.3 INDEMNIFIED PERSONS -- As used in this Article 13, "Indemnified Person" shall mean any person who is or was a director, Group Member Representative, officer, official, coach, coordinator, committee chair or member, coordinator, volunteer, employee or agent of MVS, or is or was serving at the request of MVS as a director, officer Group Member Representative, meet director, official, coach, committee chair or member, coordinator, volunteer, employee or agent of another
person or entity.
13.4 EXTENT OF INDEMNITY -- To the full extent permitted by law, the indemnification provided in this Article 13 shall include expenses (including attorney's fees, disbursements and expenses), judgments, fines and amounts paid in settlement, and, in the manner provided by law, any such expenses may be paid by MVS in advance of the final disposition of such action, suit or proceeding. This indemnification shall not be deemed to limit the right of MVS to indemnify any other
person for 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 official capacity and as to action in another capacity while holding such office.
13.5 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 to the successors, guardians, conservators, heirs, executors, administrators and trustees of the Indemnified Person.
14.1 ROBERT'S RULES -- The rules in the then current edition of Robert's Rules of Order Newly Revised shall govern MVS 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 By-Laws and any special rule of order MVS, the House of Delegates, the Board of Directors or its divisions, committees, etc., may adopt or as set forth in the next paragraph.
14.2 VOICE AND VOTE RESTRICTIONS -- Where in the By-Laws an Individual Member is described as having voice but not the right to vote, that Individual Member may participate in debate and ask pertinent questions at the discretion of the presiding officer.
14.3 SPECIAL RULES OF ORDER -- [This Section reserved for future use.]
15.1 OFFICE -- MVS may maintain an office for the storage and maintenance of the books and records and equipment of MVS and for other purposes as may be determined by the House of Delegates or the Board of Directors in accordance with these By-Laws.
15.2 STAFF -- MVS may retain paid staff at its office as the Board of Directors may determine to be appropriate or necessary. The staff shall be under the general supervision of the General Chair and the Administrative Vice-Chair. With respect to delegated functions of the officers, committee chairs and coordinators, the staff shall be responsible to the respective officer, committee chair or coordinator. The powers and duties of the paid staff shall be established in MVS's
Policies and Procedures Manual or by resolution of the Board of Directors.
15.3 APPROPRIATIONS -- The Budget Committee shall include in its proposed budget a line item for the costs of MVS's office inclusive of the compensation and benefits costs of the paid staff. Once appropriated by the House of Delegates, the Administrative Vice-Chair shall be responsible, together with the General Chair, for the administration of those funds. The compensation of the staff shall to the extent possible be treated as confidential.
16.1 INCORPORATION -- Missouri Valley Swimming shall be incorporated in the State of Missouri and shall maintain appropriate IRS 501 (c) (3) and Missouri Charitable Non-Profit organization documentation.
16.2 EFFECT OF STATE LAW CHANGES (SEVERABILITY) -- If any portions of these By-Laws shall be determined by a final judicial decision to be, or as a result of a change in the law of the State of Missouri become, illegal, invalid or unenforceable, the remainder of these By-Laws shall continue in full force and effect.
16.3 FISCAL YEAR -- The fiscal year of MVS shall end on August 31st of each year.
16.4 TAX STATUS; INTERPRETATION OF BY-LAWS -- It is intended that MVS 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 from federal income, estate and gift tax purposes under sections 170(c)(2), 2055(a)(2) and 2533(a)(2) thereof, respectively. These By-Laws shall be interpreted accordingly.
17.1 RULES OF INTERPRETATION
17.1.1 TERMS GENERALLY -- Whenever the context may require, any pronoun or official title shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The singular shall include the plural and the plural shall include the singular as the context may require. Where 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 By-Laws.
17.1.2 TITLES -- Capitalized titles, such as Secretary or Treasurer, when appearing alone shall refer to MVS positions and not to USAS or any other organization.
17.1.3 PRINCIPAL RULE OF INTERPRETATION -- The principal substantive rule of interpretation applicable to these By-Laws is set forth in Section 16.3.
17.1.4 RULE OF INTERPRETATION APPLICABLE TO ARTICLE 11 -- Article 11 shall be interpreted generously in order to achieve the intent expressed in Section 11.1
17.1.5 NOTICES DEEMED TO BE DELIVERED AND RECEIVED
(a) Notice by Mail -- Except for Board of Review matters, notice given and other writings delivered by first class mail, postage prepaid, and addressed to the last address shown on the records of MVS shall be deemed given or delivered upon the postmark date for all purposes under these By-Laws.
(b) Notice by FAX or E-Mail -- Except for Board of Review matters, notice given and writings delivered by facsimile or electronic mail shall be deemed given or delivered upon oral, telephonic, electronic or written confirmation of recipient for all purposes under these By-Laws.
(c) Notice by Telephone -- Except for Board of Review matters, notice given by telephone shall be deemed given only when actually transmitted to the person entitled thereto for all purposes under these By-Laws. (Thus, for example, a message left on an answering machine or similar equipment or with a person other than the intended recipient shall not be notice given prior to the actual receipt by the intended recipient.)
(d) Last Known Address -- For all purposes under these By-Laws, except Board of Review matters, the last known address of a member of MVS shall be the address given in the latest application for registration or membership in MVS and USAS filed with the Membership Chair; or the address given in a written notice of change of residence filed with that Chair. In all other cases the records maintained by the Secretary of MVS shall be used to ascertain the last known address.
(e) Publication on Website of MVS -- Notice of the time, place and site of the annual meetings of the House of Delegates and notice of proposed amendments to these By-Laws shall be deemed as written notice given and received when published on or linked to by reference from the Home Page of the Website of MVS.
17.1.6 TIME PERIOD CONVENTION -- In computing time periods established by these By-Laws, the initial time period (day or hours) shall not be included but the last period shall be included.
17.1.7 WAIVER OF NOTICE -- Untimely or insufficient notice for any meeting held under the authority of these By-Laws shall be considered to be 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.
17.2 DEFINITIONS -- When used in these By-Laws, 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 thereof; additional definitions applicable solely to Article 11 are set forth in Section 11.2; and an additional definition applicable solely to Article 13 is set forth in Section 13.2.
17.2.1 "Active Individual Member" shall mean an individual other than a Coach Member, an Athlete Member or Seasonal Athlete Member who is a trainer, manager, official, meet director, marshal, Board Member, At Large House Member, officer or committee chair or member, coordinator, or a Group Member Representative or alternate and any other individual actively participating in the affairs of MVS or the sport of swimming and who is in good standing as an Individual Member of MVS
and USAS. [See Section 2.1.2(a)]
17.2.2 "Affiliated Group Member" shall mean any organization which supports the sport of swimming and the objectives and programs of MVS and USAS, but which does not have Athlete Members and Coach Members, which is in good standing as a Group Member of MVS and USAS, and which is neither a Club Member nor Seasonal Club Member of MVS. [See Section 2.1.1(b)]
17.2.3 "Affiliated Group Member Representative" shall mean the individual appointed to represent an Affiliated Group Member in the House of Delegates pursuant to Section 4.1.1.
17.2.4 "Age Group Swimming" shall mean swimming programs developed and administered in accordance with Article 204 of USAS Rules and Regulations.
17.2.5 "Article" shall mean the principle subdivisions of these By-Laws.
17.2.6 "Articles of Incorporation" shall mean the document filed with the Secretary of State of Missouri pursuant to which MVS was formed.
17.2.7 "At Large Representative" shall have the meaning ascribed thereto in Section 4.8.1
17.2.8 "Athlete Member" shall mean any individual who participates or competes in the sport of swimming and is in good standing as an Athlete Member and USAS. [See Section 2.1.2(a)]
17.2.9 "Athlete Representative" shall mean the Athlete Member elected to represent athletes in the House of Delegates and the Board of Directors pursuant to Section 4.1.3.
17.2.10 "Board Member" shall mean a member of the Board of Directors.
17.2.11 "Board of Directors" shall mean the Board of Directors of MVS.
17.2.12 "Board of Review" shall mean the investigative and judicial body of MVS established pursuant to Section 11.3.
17.2.13 "Business Day" shall mean a calendar day which is neither a Saturday, a Sunday nor a legal federal or state holiday in the location of the MVS office.
17.2.14 "By-Laws" shall mean these By-Laws as adopted by, and in effect for MVS.
17.2.15 "Club" shall mean an organization that has athletes and coaches engaged in the sport of swimming.
17.2.16 "Club Member" shall mean any organization which is in good standing as a Group Member of MVS and USAS and has athletes and coaches and participates in the sport of swimming. All athletes and coaches of the organization must be Individual Members in good standing with MVS and USAS. [See Section 2.1.1(a)]
17.2.17 "Club Member Representative" shall mean the individual appointed to represent a Club Member in the House of Delegates pursuant to Section 4.1.1.
17.2.18 "Club Safety Coordinator" shall mean the individual designated by each Club Member to serve as its liaison with MVS and USAS concerning safety matters. [See Section 2.2.3]
17.2.19 "Coach Member" shall mean any individual, whether or not affiliated with a Group Member, who has satisfactorily completed all safety and other training required by MVS and/or USAS and who is in good standing as a member of MVS and USAS. [See Section2.1.2(b), 4.1.4]
17.2.20 "Coach Representative" shall mean the individual coach elected to represent the coaches in the House of Delegates and the Board of Directors pursuant to Section 2.1.2(b), 4.1.4.
17.2.21 "Executive Committee" shall mean the committee of the Board of Directors which may act for the Board of Directors between meetings. [See Section 5.5]
17.2.22 "FINA" shall mean the Federation Internationale de Natation Amateur, the international governing body for the sport of swimming.
17.2.23 "Group Member" shall mean Club Members, Seasonal Club Members and Affiliated Group Members of MVS.
17.2.24 "Group Member Representative" shall mean the individual appointed or elected to represent a Group Member in the House of Delegates pursuant to Section 4.1.1.
17.2.25 "House of Delegates" shall mean the House of Delegates of MVS as established by these By-Laws.
17.2.26 "Immediate Past General Chair" shall mean the individual who is the immediate past General Chair of MVS, except when that person became immediate past General Chair by virtue of the House of Delegates taking action pursuant to Section 4.4.10 or the Board of Directors taking action pursuant to Section 5.6.10 or the House of Delegates failing to reelect that person to another term being sought. That Immediate Past General Chair shall serve for the duration of the
successor General Chairman's term. If the office of Immediate Past General Chair becomes vacant for any reason, including the exception set forth in the preceding sentence, it shall not be filled by appointment or election, but shall remain vacant until another individual becomes Immediate Past General Chair.
17.2.27 "Individual Member" shall mean Athlete Members, Coach Members, Active Individual Members and Affiliated Individual Members.
17.2.28 "IRS Code" shall mean the United States Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of any future United States internal revenue law, and shall, where applicable, also include a reference to the Treasury Regulations issued there under.
17.2.29 "Life Member" -- shall mean any individual who is a life member of USAS and MVS and who resides, formerly resided or participated in the sport of swimming in the Territory and who is in good standing as a member of MVS and USAS. [See Section 2.1.2(e)]
17.2.30 "Local Swimming Committee" or "LSC" shall have the meaning ascribed thereto in the USAS Code. MVS is the Local Swimming Committee.
17.2.31 "Member" shall mean a Group Member or and Individual Member.
17.2 .32 "MVS" shall mean the Kansas not-for-profit corporation to which these By-Laws pertain.
17.2 .33 "MVS Office" shall mean the permanent office of MVS maintained in accordance with Article 15.
17.2.34 "National Board of Review" shall mean the Board of Review of USAS established pursuant to Part Four of the USAS Code. Where the context requires, a reference to the National Board of Review shall include a reference to the USAS Board of Directors when that body is acting upon an appeal from the National Board of Review.
17.2.35 "Nominating Committee" shall mean the committee of the House of Delegates charged with nominating candidates for elective office of MVS. [See Section 4.8]
17.2.36 Policies and Procedures Manual -- Shall mean the policies and procedures manual of MVS, as amended, adopted by the board of directors or the House of Delegates.
17.2.37 "Parliamentary Authority" shall mean that authority designated in Article 14.
17.2.38 "Seasonal Athlete Member" shall mean any individual who participates or competes in the sport of swimming and has joined for one or two non-overlapping periods of time not longer that 150 days each in a calendar year and is in good standing as a Seasonal Athlete Member of MVS and USAS. [See Section 2.1.2(e)]
17.2.39 "Seasonal Club Member" shall mean any organization which has joined MVS and USAS for one or two non-overlapping periods not exceeding 150 days in total in a calendar year and is in good standing as a seasonal club member of MVS and USAS. [See Section 2.1.1(c)]
17.2.40 "Section" shall mean a subdivision of the Articles of these By-Laws.
17.2.41 "Senior Athlete Representative" shall mean the Athlete Representative senior in term of office or, in cases where there are more than two Athlete Representatives, the Athlete Representative designated pursuant to Section 4.1.3.
17.2.42 "Senior Coach Representative" shall mean the Coach Representative senior in term of office.
17.2.43 "Committee" shall mean a committee of MVS listed in Section 7.1, 7.2, or 7.3 of these By-Laws.
17.2.44 "Territory" shall mean the geographic territory over which MVS has jurisdiction as a Local Swimming Committee. [See Section 1.3]
17.2.45 "USAS" shall mean United States Swimming, Inc., and Ohio not-for-profit corporation which is the National Governing Body for the United States for the sport of swimming.
17.2.46 "USAS Board of Directors" shall mean the Board of Directors of USAS.
17.2.47 "USAS Code" shall mean the code of rules and regulations adopted from time to time by USAS.
17.2.48 "USAS House of Delegates" shall mean the House of Delegates of USAS.
17.2.49 "USAS Legislation Committee" shall mean the Legislation Committee of USAS created pursuant to Article 512 of Part Five of the USAS Code.
17.2.50 "USAS Legislation Sub-Committee" shall mean the sub-committee of the Legislation and Redistricting Committee of USAS created pursuant to Section 6202 of Part Six-C of the USAS Code.
17.2.51 "USAS Board of Review" -- See Paragraph 17.2.34
17.2.52 “Website of MVS” shall mean the official website of MVS maintained under the authority of the General Chair or the General Chair’s appointee.
18.1 13-14 YEAR OLD SWIMMERS IN DIVISION II SHORT COURSE -- In order to avoid excluding 13-14 year old swimmers from competitive opportunities in short course championship meets, the following two rules are applicable to 13-14 year old swimmers only:
18.1.1 13-14 year old swimmers who have attained the 13-14 Division I time standard but not the 15-16/Senior Division I time standard in any 200 stroke event (Back, Breast, or Fly) shall be eligible to swim any such event at the MVS Division II Short Course Championships, even though they are over-qualified for the Division II Championship event.
18.1.2 13-14 year old swimmers who have attained the 13-14 Division II time standard but not the 15-16/Senior Division I time standard in the 1000 or 1650 Free age group shall be eligible for the Division II Senior 1000 or 1650 Free despite the fact that Division II "Senior" events are otherwise limited to 15 and older swimmers.
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