To provide opportunities for adults of all ages to achieve the many health, fitness, safety, and competition benefits that can be attained through the sport of swimming.
FOR THE REGULATION
Triton Swimming and Triathlon Team
A California Nonprofit 501(c)3 Corporation
ARTICLE I. ORGANIZATION
Section A. Name & Governing Law.
The name of this corporation is TRITON SWIMMING & TRIATHLON TEAM (hereafter referred to as “TSTT”), which was organized under the laws of the State of California and exists as a nonprofit mutual benefit corporation. These Bylaws are supplemented by all laws and regulations affecting or relating to nonprofit mutual benefit corporations, and shall be applied and interpreted in a manner that is consistent therewith. TSTT shall observe all local, state, and federal laws which apply to nonprofit organizations as defined in Section 501(c)(3) of the Internal Revenue Code and Section 23701(g) of the California Revenue & Taxation Code (and any laws that may hereafter succeed to and replace said code sections), as existing on the date hereof or as may hereafter be amended.
Section B. Location of Operation.
The principal office of the TSTT is hereby located at 300 Park Avenue, San Fernando, CA 91304. The Board of Directors of TSTT is hereby granted full power and authority to change said principal office from one location to another.
Section C. Purpose.
The purpose of TSTT is to further interest in amateur aquatic sports and to provide an opportunity for the development of amateur adult swimmers (18+) in and around the greater San Fernando Valley, by providing technical training and to conduct public relations and promotional activities related thereto.
Section D. Purposes Exclusively Nonprofit.
TSTT is dedicated to recreational, athletic and nonprofit purposes, no part of the net earnings of which shall inure to the benefit of any private party. Furthermore TRIT shall have no capital stock and no stockholders.
ARTICLE II: MEMBERSHIP
Section A. Eligibility.
Membership is open to all persons, without regard to race, sex, religion, age, national origin, political affiliation, disability, sexual orientation, or gender identity. In order to be on the Master’s Swim Team, participants must be at least 18 years old per U.S.M.S. rules. By accepting membership in the club and signing the registration form, every member agrees to be bound by all rules and regulations, policies and procedures, and bylaws of TSTT and U.S. Masters Swimming. The TSTT Policies & Procedures and the TSTT Bylaws are to be posted on the club website. Links to the U.S.M.S. site are also to be available from the TSTT website.
Any person, who has paid the annual administrative fee, monthly dues, and has an active membership through U.S. Masters Swimming is a full member (a Triton). Any changes to current Director and/or Officer positions must be voted on and passed by the current Board.
Section B. Commencement & Terms of Membership.
Memberships of TSTT shall commence upon receipt by TSTT of written application, payment of membership dues and the annual registration fee, and registration with U.S. Masters Swimming. All memberships shall continue thereafter for such term as the respective member satisfies the above requirements and all policies, procedures, and bylaws of TSTT and U.S. Masters Swimming.
Section C. Dues & Late Fees
Dues for membership shall be payable by the members at such rate or rates, prescribed by the Board of Directors. Monthly membership payments are required by the 14th of every month. A default on the part of any member in the payment of membership dues, which continues for a period of time exceeding thirty (30) days, must pay a late fee, as prescribed by the Board of Directors, in addition to the previous payment before being allowed to resume membership. If registering for the team after the 14th, members should submit payment as soon as possible.
Section D. Refunds or Prorations
TSTT will not offer refunds once payment has been processed, but the Head Coach will review requests on an individual basis. Refunds or prorations will be considered by the Board of Directors for extenuating circumstances only. The annual registration fee is non-refundable.
Section E. Good Conduct Requirements.
In addition to the eligibility requirements for membership, each member shall be charged with the responsibility of conducting himself or herself in a manner that is consistent with customary standards of good sportsmanship and respect for athletic traditions. No member shall be expelled for violation of these requirements except upon affirmative vote of TSTT’s Board, and after reasonable opportunity to be heard.
Section F. Non-liability of Members.
A member of TSTT shall not, solely by virtue of such membership, be personally or individually liable for debts, obligations, or liabilities of TSTT.
Section G. Suspension and/or Expulsion of Membership
The Board shall have full power to suspend, expel, or demand the resignation of a member for (i) violation of bylaws, policies, or rules; (ii) any misconduct or acts prejudicial to the reputation or best interests of TSTT or its members; or (iii) any disrespectful or abusive action or behavior directed towards any member of the club, including any TSTT coach, or towards any lifeguard or other third party non-club member.
During such a case, The Board of Directors will serve as the disciplinary committee. The Board will investigate all grievances and seek corroborating information, including getting the perspective of persons against whom the grievances are lodged. The Board shall notify the offending club member that a disciplinary hearing will be held which may be done in the form of a conference call meeting or an in-person meeting. If the Board decides to hold a conference call or in-person meeting, the offending member shall be notified by the President or Vice President of the time, date, and/or location of the meeting. Where the Board judges an incident to be disruptive to an individual club member or to the team as a whole, the Board reserves the right to terminate the offending member’s membership privileges at any time. The Board shall notify the offending member in writing of its decision within ten (10) days of the hearing or meeting. The decision of the Board of Directors shall be final.
ARTICLE III: BOARD OF DIRECTORS
Section A. Establishment of Board of Directors.
All powers of TSTT shall be exercised by or under the authority of, and the business and affairs of TSTT shall be conducted by, a Board of Directors (referred to herein below as the “Board”), which shall be vested with all corporate powers permitted by law to be exercised by a nonprofit mutual benefit corporation.
The Board shall be composed of five (5) persons, unless and until this number is changed in the manner authorized by applicable California law. Four seats on the Board will be filled via nomination and election as per Section D, below. One seat on the Board of Directors shall be appointed by the majority board vote, through the use of an application process.
Section B. Duties of the Board.
The powers of the Board shall include, but not be limited to, the following:
(1) To promulgate and adopt Rules and Code of Conduct for Team Members and amend them from time to time as may appear reasonably necessary;
(2) To establish policies regarding the fulfillment of TSTT’s purpose;
(3) To supervise and direct the officers of TSTT in the performance of their duties.
(4) To exercise such other powers as may be allocated to a Board of Directors by applicable laws and customs.
Section C. Election of Directors.
Nomination to run for a Board of Directors position shall be achieved in either of the following two ways:
(1) Nomination by a current Board Member or Officer.
(2) Nomination from a team member with secondary approval from a member of the Board.
At any meeting whereat the election of director(s) is presented to the members, the Secretary shall, prior to calling for a vote, announce the names of all nominees and call for final nominations prior to the close thereof. Following the close of nominations, a vote shall be taken (by secret, written ballot if the number of nominations exceeds the number of seats being voted upon; otherwise by raised hand count) and the inspector of elections shall count all votes so cast (including absentee ballots). The nominee(s) receiving the greatest number of votes for any seat on the Board shall hold such seat until his or her successor is duly elected and qualified (unless earlier removed in accordance with these Bylaws). In the event there are an equal number or less of candidates on the ballot than open Board positions, the election will be considered “moot” and will be ratified by TSTT members in attendance.
Section D. Terms of Office of Directors.
The first Directors of TSTT (as appointed by the Incorporator of TSTT) shall serve an initial term until the succeeding September. An entire slate of six (6) directors shall be nominated and elected at the first annual meeting of the members and at each annual meeting thereafter. The person receiving the greatest number of votes for each office of director shall, upon qualification therefore, be elected to serve as director. All Directors will assume their duties on September 1st and serve until installation of the Board in the succeeding year. Board members may forfeit their position at any time.
Any director may resign, effective upon giving written notice to the Board, the President, or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. If the Board receives the resignation of a director tendered to take effect at a future time, the Board members shall have the power to elect a successor to take office when the resignation is to become effective.
Section E. Vacancies.
A vacancy on the Board shall be deemed to exist in the case of the resignation, removal, or death of any director or if the authorized number of directors is increased or if the members fail, in any election for director or directors, to elect the full authorized number of directors to be voted for in such election.
Vacancies on the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or special meeting of the members, or until his successor is otherwise elected and qualified.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of a director’s term of office.
Section F. Removal of Directors.
At the annual meeting of the membership duly called, any director may be removed, with or without cause, by the affirmative vote of the membership. However, unless the entire Board is removed, no director may be removed where the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast and the entire number of the directors authorized at the time of the director’s most recent election were being elected. After removal of any director, a successor may then and there be elected to fill the vacancy thus created. The Board may declare vacant the office of any director who has been found of unsound mind by final order of the court, or convicted of a felony. Any director, whose removal has been proposed by the members or by a member of the Board, shall be given an opportunity to be heard at the meeting called to consider such removal.
Section G. Compensation.
No compensation shall be paid to directors for their services as directors. Board Members may not hold a tuition compensated Committee Director Position in TSTT that offers tuition compensation. Employees and coaches may serve, with voting privileges, on the Board.
Section J. Special Meetings of the Board.
Special meetings of the Board may be called by the President, Vice President or any three (3) directors. Special meetings of the Board may be held on notice of no less than twenty four (24) hours, delivered by telephone or telegram to each director. A notice of a special meeting of the Board shall state the time and place of the meeting but need not specify the purpose for which the meeting is called.
Section K. Place of Board Meetings.
Meetings of the Board may be held at any place within or without the State of California which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at such place as shall be fixed by resolution of the Board.
Section L. Quorum.
At all meetings of the Board, a majority of the directors present shall constitute a quorum for the transaction of business and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. If, at any meeting of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called, may be transacted without further notice.
Section M. Actions without Meeting.
Any action by the Board may be taken without a meeting if all members of the Board unanimously consent to such action in writing. Such consent(s) shall be recorded in the minutes of the proceedings of the Board and shall have the same force and effect as a majority vote by such directors.
Section N. Indemnification of Agents of TRIT; Purchase of Liability Insurance.
TSTT may, subject to the provisions of applicable statutes, indemnify any of its directors, officers, employees or agents who was, were or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of TSTT) by reason of the fact that such person is or was a director, officer, employee, or agent of TSTT, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding where the Board determines that such person acted in good faith and in a manner such person reasonably believed to be in the best interests of TSTT and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceedings, judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of TSTT or that the person had reasonable cause to believe that the person’s conduct was unlawful. The term “proceeding” is used herein to mean any threatened, pending, or completed action, whether civil, criminal, administrative, or investigative. The term “expenses” include, without limitation, attorney’s fees, costs of suit and any other costs related to a proceeding referred to herein. To effectuate the purposes of this Section, the Board may, at TSTT’s expense, obtain liability insurance covering TSTT, its directors, officers, employees, and agents for errors and omissions occurring in the course of their duties.
ARTICLE IV: OFFICERS
Section A. Designation.
TSTT shall have officers consisting of a President, a Vice President, a Secretary, a Chief Financial Officer, and two other assistant officers as the Board may deem necessary to conduct TSTT’s business.
Section B. Election of Officers.
The officers of TSTT shall be elected annually by the Board at the regular meeting thereof and shall hold office at the pleasure of the Board. Officers may serve multiple terms.
Section C. Removal of Officers.
Upon an affirmative vote of a majority of the members of the Board, any officers may be removed, either with or without cause, and his successor elected at any regular meeting of the Board or at any special meeting of the Board called for such purpose.
Section D. President.
The President shall:
(a) Serve as the chief executive officer of TSTT.
(b) Preside at all meetings of members of the Board, have general and active management of the business of TSTT, and see that all orders and resolutions of the Board are carried into effect.
(c) Appoint standing and special committees, subject to approval of the Board, and serve as ex-officio member of such committees.
(d) Perform such other duties as the Board may direct.
(e) Have the power to appoint committees from among the membership from time to time as he or she may in his/her discretion decide is appropriate to assist in the conduct of the business of TSTT.
Section E. Vice President.
The Vice-President shall:
(a) In the absence of the President, or in case of his failure to act, in conjunction with the Secretary, have all the powers of the President, and the two of them acting together shall see that all orders and resolutions of the Board are carried into effect.
(b) Perform such other duties as the Board may direct.
(c) Contribute to obtaining funds through corporate donations.
Section F. Secretary.
The Secretary shall:
(a) Perform all the duties inherent to the office of the Secretary of the Corporation subject at all times to the direction and control of the Board.
(b) Record and keep in a separate book, the minutes of all meetings of the Board of Directors, which minutes shall be presented to the next meeting of Directors for approval.
(c) Communicate with membership about changes.
Section G. Treasurer.
The Treasurer shall:
(a) Be the chief financial officer of TSTT and have responsibility for keeping full and accurate accounts of all receipts and disbursements in books belonging to TSTT.
(d) Render to the Board upon its request, an account of any and all transactions as Treasurer and of the financial condition of TSTT, and at the annual meeting of members present a like report for the preceding year.
(g) Perform such other duties as are inherent in the office of treasurer or as directed by the Board.
Section H. Member Spokesperson.
The Member Spokesperson shall:
(a) Participate and attend all Board meetings
(b) Disseminate information to the members of the team, and bring forth issues that members may be having to the Board.
(c) Perform other such duties as directed by the Board.
ARTICLE V. AMENDMENTS OF BYLAWS
Unless otherwise restricted by statute, these Bylaws may be amended or repealed by an affirmative, majority vote of the membership or the Board of Directors.
ARTICLE VI. FISCAL MANAGEMENT
Section A. Fiscal Year.
The fiscal year of TSTT shall be determined by the Board and may be changed by the Board if, in its discretion, such a change is determined to be in the best interests of TSTT.
Section B. Books and Accounts.
Books and accounts of TSTT shall be regularly kept under the direction of the President and Treasurer.
Section D. Annual Reports.
As soon as practicable following the closing of each fiscal year, the books and records of TSTT shall be reviewed by a member appointed by the Board, and annual report shall be prepared and made available to the membership (publication in TSTT newsletter will satisfy this requirement).
Section E. Execution of TSTT Documents.
With the prior authorization of the Board, all contracts and other documents may be executed on behalf of TRIT by either the President or the Vice President, and all checks shall be executed on behalf of TRIT by the President, Vice President, or the Treasurer.
ARTICLE VII. MISCELLANEOUS
Section A. Parliamentary Procedure.
At all meetings of the Board and of its members, any issue that may arise pertaining to procedure shall be decided and resolved according to Robert’s Rules of Order.
Section B. Conflicting Provisions.
If any inconsistency is found to exist at any time between or among any provision contained in these Bylaws and the California Nonprofit Mutual Benefit Corporation Law or any other governing law, regulation, statute, or ordinance, then the applicable law, statute, regulation, or ordinance shall prevail.
Section C. Severability.
In the event that any provisions, clause, article, restriction, or covenant contained in these Bylaws is determined to be invalid, void, or unenforceable by a forum of competent jurisdiction, the same shall not affect any other provision, clause, article, restriction, or covenant and the remainder of these Bylaws shall remain in full force and effect as if such invalid, void, or unenforceable provision, clause, article, restriction, or covenant did not appear herein.
Section D. Captions.
All captions (paragraph headings) appearing in these Bylaws are set forth only as a matter of convenience and for reference, and shall not be construed to define, limit, interpret, prescribe, or describe the scope or intent of these Bylaws, or any part hereof, nor affect its meaning, and shall not be considered for such purposes.
Section E. Applicability of Statutes.
In the event that any statute or law referred to in this Bylaws is amended, superseded or repealed, the portion of these Bylaws so affected shall be deemed to automatically refer to such statute of law that is designated by the legislative or judicial action to replace the amended or repealed statute or law.
Section F. Compensated Positions
The only compensated position at the moment is the Head Coach.
Section G. Dissolution
Upon dissolution, the net assets of Triton Swimming and Triathlon Team will not be transferred or passed on for the benefit of any private individual or corporation. Instead, they will be distributed to a bona fide organization approved by the final Board of Directors to be used exclusively for athletic, educational, or charitable purposes.