SWAT Swim Club
BYLAWS
As amended 08-2025
ARTICLE 1
NAME, OBJECTIVES, OFFICES
1.1 NAME – This organization is a public benefit, non-profit organization, incorporated under the laws of the State of Wyoming April 24, 1993, hereinafter referred to as SWAT Swim Club.
1.2 OBJECTIVES – The objectives and primary purpose of SWAT Swim Club shall be the education, instruction, and training of Regulars to develop and improve their capabilities in the sport of swimming. SWAT Swim Club shall promote swimming for the benefit of swimmers of all ages and abilities, in accordance with the standards, rules, regulations, policies, and procedures of USA Swimming, and SWAT Swim Club and its Articles of Incorporation.
1.3 GEOGRAPHIC TERRITORY - The geographic territory of SWAT Swim Club is as set forth in Article 603 of the USA Swimming Rules and Regulations.
1.4 PRINCIPLE OFFICE – The principle mailing address shall be:
SWAT Swim Club
PO BOX 1576
Green River, WY 82935
1.5 TRANSACTION OF BUSINESS – The transaction of SWAT Swim Club business may be held at such locations as the Board of Directors may determine from time to time and notice is given not less than ten (10) days, and not more than thirty (30) days.
1.6 COMPLIANCE WITH USA SWIMMING AGREEMENTS – SWAT Swim Club shall comply with all agreements laid out by and between SWAT Swim Club and USA Swimming.
ARTICLE 2
MEMBERSHIP
2.1 MEMBERS – The membership of SWAT Swim Club shall be as follows:
.1 Athlete Members – Also referred to as “Swimmers” aged 18 and under, registered with USA Swimming, and currently enrolled in and attached to SWAT Swim Club, paying SWAT Swim Club Annual Membership Fees within the Membership Year.
.2 Regular Members – The custodial parents or legal guardians of Swimmers. Swimmers older than age 18, registered with USA Swimming, and currently enrolled in and attached to SWAT Swim Club, paying SWAT Swim Club Annual Membership Fees within the Membership Year.
.3 Associate Members – Coaches, assistant coaches, and persons (such as volunteers or professionals) selected from time to time by the Board of Directors, currently registered with USA Swimming and attached to SWAT Swim Club.
.4 Directors – Elected officers of the Board of Directors, currently registered with USA Swimming and/or SafeSport and attached to SWAT Swim Club.
2.2 MEMBER STATUS – A Member’s status is subject to the Member’s continued satisfaction of the criteria for membership and compliance with the Member’s responsibilities under these Bylaws, the USA Swimming Corporate Bylaws, and the rules regulations, policies, procedures, and code of conduct of SWAT Swim Club and USA Swimming.
2.3 MEMBERS’ RESPONSIBILITIES
.1 COMPLIANCE – Each member shall be considered in compliance with SWAT Swim Club when:
.1 Attached to SWAT Swim Club in the USA Swimming database;
.2 Current on all financial obligations to SWAT Swim Club and USA Swimming; and
.3 Abiding by the codes of conduct and ethics, policies, procedures, rules, and regulations adopted by USA Swimming, the US Center for SafeSport and SWAT Swim Club, including its obligations and responsibilities set forth in these Bylaws.
.2 RESPONSIBILITY FOR INFRACTIONS – A Member, as defined in USA Swimming Corporate Bylaws, may be held responsible for infractions of the policies, procedures, rules, regulations or codes of conduct or ethics adopted by USA Swimming or SWAT Swim Club, including its responsibilities as set forth in these Bylaws.
2.4 MEMBERSHIP RIGHTS – Membership shall entitle each Regular Member one vote in the general meeting when electing the Board of Directors.
2.5 MEMBERSHIP TERMINATION – Membership in SWAT Swim Club and USA Swimming is a privilege and shall not be interpreted as a right. Membership may be terminated by the National Board of Review, the U.S. Center for SafeSport in accordance with the National Board of Review procedures, pursuant to Policy 26.0 of the USA Swimming Operating Manual or the SWAT Swim Club Board of Directors. Termination by the Board of Directors shall require a two-thirds (2/3) vote.
ARTICLE 3
FEES AND DUES
3.1 MEMBERSHIP FEES – USA Swimming Annual Membership Fees shall be as established in the USA Swimming Corporate Bylaws, payable annually. SWAT Swim Club Annual Fees shall be established by the SWAT Swim Club Board of Directors, payable annually. All membership fees are non-refundable under any circumstances and will be non-deductible as charitable contributions by the contributor.
3.2 MONTHLY DUES – SWAT Swim Club Monthly Participation Dues shall be as established by the SWAT Swim Club Board of Directors, payable monthly. These dues will be non-deductible as charitable contributions by the contributor.
3.3 REATTACHMENT FEES - Any Athlete Member who voluntarily unattaches from SWAT Swim Club and subsequently requests to reattach within three hundred sixty-five (365) days shall be subject to a reattachment fee. This fee shall be assessed each time the member unattaches and requests to reattach. The amount of the reattachment fee shall be determined by the SWAT Swim Club Board of Directors. All reattachment fees are non-refundable under any circumstances and will be non-deductible as charitable contributions by the contributor.
3.4 FAILURE TO PAY - All monthly participation fees will be due on the first day of each month. Members who fail to pay by the due date will be granted a grace period of 5 days to make payment. If payment is not received within thirty (30) days of the original due date, the member may have access to swim practices, competitions, or other club activities suspended until payment is made in full. Any member who is experiencing financial hardship may request a payment plan or other accommodation in writing, which may be reviewed on a case-by-case basis by the club’s Board of Directors.
ARTICLE 4
BOARD OF DIRECTORS
4.1 MEMBERS - The Board of Directors shall consist of the following officers:
.1 President
.2 Vice-President
.3 Treasurer
.4 Secretary
.5 SafeSport Representative
4.2 LIMITATIONS ‑
.1 No employee of SWAT Swim Club may serve as a voting member of the Board of Directors.
.2 No employee or coach of SWAT Swim Club may serve as the SafeSport Representative.
.3 Each Board Member must obtain and maintain the proper certifications set forth by USA Swimming and the U.S. Center for SafeSport.
.4 No member of the Board of Directors shall conduct business with the corporation for profit, gain or otherwise.
4.3 ELECTIONS - A meeting of the Regular Members shall be held annually, as soon as practicable after the start of a new fiscal year (September). Notice of this meeting and a call for Notices of Intent for interest in Director positions will be provided in accordance with Sections 4.17 and 12.1.1 of these Bylaws. Any Regular Member interested in running for election to the Board of Directors shall inform the President of SWAT Swim Club in writing of the candidate's intention no later than ten (10) days before the scheduled election date. The Notice of Intent shall be dated and signed by the candidate and shall include the name of the candidate, the director’s position in which the candidate desires to serve, and a statement declaring the candidate has been a Regular Member of SWAT Swim Club for six (6) months or longer. Late Notices of Intent may be accepted only by a majority vote of the Board of Directors. Voting shall be done by handwritten ballot. Each ballot may contain votes for as many candidates as there are number of vacancies being filled with each nominee indicated only once. The nominees receiving the greatest number of votes shall be elected.
4.4 TRANSFER OF POWER - At the expiration of the term of the office of any Member of the Board of Directors, he/she shall turn over to his/her successor all the money, property, papers, records and books of the organization that may be in his/her possession. The newly elected Board Members shall work with the outgoing Board Members for a minimum of thirty (30) days, post-election.
4.4 DUTIES AND POWERS ‑ The Board of Directors shall act for SWAT Swim Club during the intervals between meetings of the Board of Directors, except that it shall not remove a Board Member, or other person not appointed by the Board of Directors, or amend these Bylaws. In addition to the powers and duties prescribed in the USA Swimming Rules and Regulations or elsewhere in these Bylaws, the Board of Directors shall have the power, and it shall be its duty to:
.1 Establish and direct policies, procedures and programs for SWAT Swim Club,
.2 Oversee the conduct by the staff of SWAT Swim Club and the day-to-day management of the affairs of SWAT Swim Club,
.3 Perform and approve the annual review/audit,
.4 Call regular or special meetings of the Board of Directors,
.5 Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of SWAT Swim Club,
.6 Fix the compensation of any and all employees,
.7 Appoint other officers, agents, or committees to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws, the SWAT Swim Club Policies and Procedures, 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 Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, or committee the power to appoint any such subordinate officers, agents, or committees, and to prescribe their respective terms of office, authorities and duties, and
.8 Remove from office any Board Members, committee chairs, or committee members of SWAT Swim Club who were appointed/elected by the Board and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the National Board of Review for any of the reasons set forth in the National Board of Review procedures, pursuant to Policy 26.0 of the USA Swimming Operating Policy Manual.
4.5 DIRECTORS’ POWERS GENERALLY - The President and Treasurer each may sign and execute in the name of SWAT Swim Club deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the SWAT Swim Club Policies and Procedures and/or the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent, expressly requires two or more signatures or is required by law to be otherwise executed. Additional signing authority may be provided by standing resolutions of the Board of Directors.
4.6 ELIGIBILITY - Only eligible Regular Members of USA Swimming in good standing with SWAT Swim Club and USA Swimming shall be eligible to hold office and must maintain their eligibility throughout their term of office. No person shall be eligible to serve on the SWAT Swim Club Board of Directors if they meet any of the following criteria:
.1 SAFESPORT – Any individual who has a documented, active SafeSport violation, has been found in violation of SafeSport policies or has a pending SafeSport case.
.2 LITIGATION – Any individual who is currently involved in any lawsuit against SWAT Swim Club.
.3 FORMER EMPLOYMENT, TERMINATION – Any individual who has been terminated from employment with SWAT Swim Club.
.4 FORMER EMPLOYMENT, RESIGNATION OR END OF CONTRACT – Any individual who previously worked for SWAT Swim Club, but who has not terminated, must wait a period of thirty-six (36) months from the end of their employment before becoming eligible to serve on the SWAT Swim Club Board of Directors.
4.7 MEETINGS ‑ Board of Directors meetings shall be open. Anyone may attend open meetings of the Board of Directors and its committees and be heard at the discretion of the presiding officer. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed session, which only Board Members are entitled to attend. By a majority vote on a motion of a question of privilege, the Board of Directors may decide to go into closed session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors.
4.8 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT ‑ Board Members may participate in meetings of the Board of Directors through conference equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute a presence at a meeting.
4.9 REGULAR MEETINGS - Regular meetings of the Board of Directors shall be held in accordance with a schedule adopted by the Board of Directors.
4.10 SPECIAL MEETINGS - Special meetings of the Board of Directors may be called by the President, Vice President, or any two Members of the Board. Should the Board of Directors fail to call regular meetings, a meeting of the Board of Directors shall be called at the written request of any two (2) Board Members.
4.11 QUORUM - A quorum of the Board of Directors shall consist of a majority of the voting Members. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
4.12 VOICE AND VOTING RIGHTS OF BOARD MEMBERS ‑ Each Board Member shall have both voice and vote in meetings of the Board of Directors and its committees.
4.13 VOTING - Except as otherwise provided in these Bylaws, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote.
4.14 PROXY VOTE - Voting by proxy in any meeting of the Board of Directors shall not be permitted.
4.15 MAIL/EMAIL/TEXT VOTE - Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, or removals of appointed Board Members, committee chairs and Members, may be taken without a meeting. If action is to be taken without a meeting, the Secretary, by first-class, postage-prepaid mail, email, or text message shall distribute a 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 not to exceed seven (7) days within which to return the ballot to the Secretary. Action by 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.
4.16 DOUBLE VOTE PROHIBITED - A Regular Member entitled to vote in Board of Directors meetings may only have one vote, regardless of the number of positions held by such Member.
4.17 NOTICES -
.1 TIME ‑ Not less than ten (10) days written notice shall be given to each Board Member for any annual, regular, or special meeting of the Board of Directors. (See Section 12.1.1 for the permitted means of notice.)
.2 INFORMATION ‑ The notice of a meeting shall contain the time, date and site and in the case of special meetings, the expected purpose.
.3 EMERGENCY MEETINGS – In the event of an emergency, the notice period may be waved, but all reasonable efforts shall be made to notify the Board Members as promptly as possible.
4.18 OFFICES SPLIT OR COMBINED -
.1 OFFICE HELD BY TWO PERSONS - No position on the Board of Directors may be held jointly by two or more Regular Members.
.2 OFFICES COMBINED - No two positions on the Board of Directors may be held by one Regular Member.
4.19 TERMS OF OFFICE -
.1 TERM OF OFFICE - The terms of office of all Members of the Board of Directors shall be two (2) years.The term of each regularly elected Director shall begin on the date of election. Each Director shall be elected for a two-year term or until his or her successor is elected. The terms shall be staggered to the extent practicable so that the positions of President and Secretary are elected on odd numbered years and the positions of Vice President, Treasurer and SafeSport Representative are elected on even numbered years. Each Regular Member’s immediate family shall be limited to one Director position on the Board at any one time.
.2 COMMENCEMENT OF TERM - Each Board Member elected or appointed to a position shall assume office upon election or appointment and shall serve until a successor is chosen.
.3 CONSECUTIVE TERMS LIMITATION - No Board Member who has served three (3) successive terms shall be eligible for re-election or appointment to the same position until a lapse of one term. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive term limitation.
4.20 RESIGNATIONS - Any Board Member may resign by submitting a written resignation to the Board of Directors specifying an effective date and cause 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.
4.21 REMOVAL OF DIRECTORS – Any Board Member may be removed in accordance with Section 4.4.8 of these Bylaws. If any Member of the Board of Directors is absent three (3) consecutive meetings without reasonable cause, the Board of Directors may declare the position vacant and fill the position by appointment.
4.22 VACANCIES AND INCAPACITIES -
.1 PRESIDENT - In the event of a vacancy in the office of President, or of the President’s temporary or permanent incapacity, the Vice President shall become the acting President until an election can be held at the next meeting of the Board of Directors to fill the remaining term, if any, of the former President, or until the President ceases to suffer from any temporary incapacity. While serving as acting President, the Vice President shall vacate the office of Vice President, except in the case of the President’s temporary incapacity. If the President is to be absent from the Territory, the President may, but is not obligated to, designate the Vice President as acting President for the duration of the absence.
.2 OTHER DIRECTORS – In the event of a vacancy or of the temporary or permanent incapacity in any position of the Board of Directors, other than President, the President, with the advice and consent of the Board of Directors may appoint an eligible Regular Member to serve the remainder of the term of office or until the respective body shall elect a successor.
.3 DETERMINATION OF VACANCY OR INCAPACITY - The determination of when an office becomes vacant or a director becomes incapacitated shall be within the discretion of the Board of Directors with the advice of the electing body.
4.23 DEPOSITORIES AND BANKING AUTHORITY -
.1 DEPOSITORIES, ETC. - All receipts, income, charges and fees of SWAT Swim Club shall be deposited to its credit in the banks, trust companies, other depositories or custodians, investment companies or investment management companies as the Board of Directors determines.
.2 SIGNATURE AUTHORITY - All checks, drafts or other orders for the payment or transfer of money, and all notes or other evidences of indebtedness issued in the name of SWAT Swim Club shall be signed by the President and the Treasurer or other officer or officers or agent or agents of SWAT Swim Club, and in the manner, as shall be determined by the Board of Directors.
ARTICLE 5
DIRECTORS RESPONSIBILITIES
5.1 MEMBERS - The Board of Directors shall consist of the following officers:
.1 President
.2 Vice-President
.3 Treasurer
.4 Secretary
.5 SafeSport Representative
5.2 5.2 PRESIDENT - The President shall be the presiding officer of the organization and shall, in general, supervise the business and affairs of the organization. The President shall preside at all meetings of the Board. The President may hire, evaluate, discipline, and terminate employees of SWAT Swim Club at the discretion of the Board of Directors and upon approval by a majority vote of the Board of Directors. Such authority shall be exercised in accordance with applicable laws, budgetary limitations, and any personnel policies adopted by the Board of Directors. The President may sign, with the Secretary or any other designated person appointed by the Board of Directors of SWAT Swim Club, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing of and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws or statute to some other officer or agent of the organization; and in general the President shall perform all duties prescribed by the Board from time to time. He/she shall provide reports of all activities sponsored by the Board. He/she shall appoint committees as necessary for the activities of SWAT Swim Club. The President shall be an ex-officio member of all committees. Additionally, the President shall:
.1 Call, coordinate, and preside at all meetings of the Membership and of the Board of Directors,
.2 Be the liaison between Members and the Board and Coaches as needed,
.3 Consult with the Head Coach to ensure proper staffing and pool time,
.4 Assist in the negotiation of the memorandum of understanding with the Sweetwater County School District #2 for use of pool facilities,
.5 Have general supervision over SWAT Swim Club Directors and agents,
.6 Appoint Standing Committee Chairs,
.7 Appoint Special Committees, when necessary,
.8 Sign with the Treasurer all checks and other instruments of payment by the Treasury,
.9 Perform other duties as may be prescribed by the Board of Directors.
5.3 VICE PRESIDENT - In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Additionally, the Vice- President shall perform other duties as may be prescribed by the Board of Directors.
5.4 SECRETARY - The Secretary shall keep the minutes of the meetings of the Board of Directors, see that all notices are given in accordance with the provisions of these Bylaws or as required by law, and in general, perform all duties as from time to time may be assigned to him/her by the Board of Directors. Additionally, the Secretary shall:
.1 Prepare the official correspondence of SWAT, as requested by the President or the Board of Directors,
.2 Keep a true and complete record of the proceedings of all meetings,
.3 Distribute draft minutes of previous Board of Directors meetings to Directors at least one week prior to the next meeting,
.4 Make approved minutes available to all Members upon request,
.5 Perform other duties as may be prescribed by the Board of Directors.
5.5 TREASURER - The Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization, receive and give receipts for monies due and payable to the organization, and deposit all such money in the name of the organization in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board of Directors. The Treasurer shall make a monthly report at the meeting of the Board of Directors. Additionally, the Treasurer shall:
.1 Keep complete and accurate records showing at all times the financial condition of SWAT Swim Club,
.2 Be the legal custodian of all funds and other valuables which may from time to time come into the possession of SWAT Swim Club,
.3 Keep a register of the post office address of each member which shall be furnished to the Treasurer by that member,
.4 Maintain a bank account in the name of SWAT Swim Club,
.5 Bill and collect Member fees,
.6 Pay all bills, salaries, taxes, expenses, and other disbursements approved by the President or as prescribed by the Board of Directors,
.7 Furnish to the Board of Directors each month a statement of the financial condition of SWAT Swim Club including revenue, expenditures, and the current fund and account balances for the preceding month,
.8 Prepare written statements for significant financial events, such as SWAT Swim Club-hosted swim meets and fund-raising events,
.9 Keep complete and accurate tax records,
.10 Submit all tax records to an accountant for tax filings,
.11 Perform such other duties as may be prescribed by the Board of Directors.
Any duty of the Treasurer may be delegated by majority vote of the Board of Directors to a bookkeeper or other accounting professional.
5.6 SAFESPORT REPRESENTATIVE – The SafeSport Representative shall ensure compliance with all trainings, policies and procedures required by the U.S. Center for SafeSport, act as point of contact for all SafeSport related concerns, promptly report, when necessary, any violation of U.S. Center for SafeSport, USA Swimming, or SWAT Swim Club policies or local laws to the proper authorities, keep accurate records of all SafeSport violations past and present. Additionally, the SafeSport Representative shall perform such other duties as may be prescribed by the Board of Directors.
ARTICLE 6
COMMITTEES
6.1 COMMITTEES ‑ The Board of Directors is authorized to establish committees to meet programming needs. Except as otherwise provided in these Bylaws or the SWAT Swim Club Policies and Procedures, members of each committee shall be appointed by the Board of Directors with the advice and consent of the respective chair of the committee.
6.2 DUTIES OF COMMITTEE CHAIRS - The duties of the committee chairs, in addition to those provided elsewhere in these Bylaws, shall be as follows:
.1 Preside at all meetings of the respective committee or subcommittee,
.2 See that all duties and responsibilities of the respective committee or sub‑committee in their charge are properly and promptly carried out,
.3 Appoint such sub‑committees as may be necessary to fulfill the duties and responsibilities of the committee, respectively,
.4 Communicate with the Board of Directors or appropriate committee chair to keep them fully informed,
.5 Appoint a member as secretary of the committee or subcommittee charged with taking minutes of each meeting and forward reports or minutes of all meetings to the Board of Directors Secretary,
.6 Perform the other specific duties listed in SWAT Swim Club’s Policies and Procedures or as may be delegated by the respective committee chair or the Board of Directors.
6.3 DUTIES OF COMMITTEES GENERALLY ‑ Except as otherwise provided in these Bylaws, the duties of the committees shall be prescribed by the SWAT Swim Club Policies and Procedures.
6.4 APPLICATION TO COMMITTEES - Section 4.6 shall apply to all committees, unless otherwise provided in these Bylaws, or in the SWAT Swim Club Policies and Procedures.
6.5 REGULAR AND SPECIAL MEETINGS - Regular and special meetings of committees or sub-committees of SWAT Swim Club shall be held as determined by the respective committee chair or sub-committee chair.
6.6 OPEN MEETING/CLOSED SESSIONS ‑ Meetings of committees and sub-committees shall be open to all members of SWAT Swim Club. Matters relating to personnel, disciplinary action, legal, taxation and similar affairs shall be deliberated and decided in a closed session which only the respective members are entitled to attend. By a majority vote, a committee or sub-committee may decide to go into closed session on any matter deserving of confidential treatment or of personal concern to any member of the committee or sub-committee.
6.7 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT ‑ Members of any committee may participate in a meeting of the committee or through conference equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at a meeting.
6.8 QUORUM - Except as otherwise provided in these Bylaws or in the resolution or other action establishing a committee, a quorum of any committee shall consist of those members present.
6.9 VOICE AND VOTING RIGHTS OF COMMITTEE MEMBERS ‑ Each committee member shall have both voice and vote in their respective meetings.
6.10 VOTING - Except as otherwise provided in these Bylaws all motions, orders and other propositions coming before a committee shall be determined by a majority vote.
6.11 PROXY VOTE - Voting by proxy in any meeting of a committee shall not be permitted.
6.12 NOTICES
.1 TIME ‑ Except as otherwise provided in these Bylaws or the resolution or other action establishing a committee, not less than ten (10) days written notice shall be given for any meeting of a committee.
.2 INFORMATION ‑ The notice of a meeting shall contain the time, date, and site.
6.13 RESIGNATIONS - Any committee chair or member may resign by submitting a written resignation to the committee chair or the Board of Directors specifying an effective date and cause of the resignation. If such date is not specified, the resignation shall take effect upon the appointment of a successor.
6.14 VACANCIES - The determination of when the position of an appointed committee chair or committee member becomes vacant or the person becomes incapacitated, if not made by the person, shall be within the discretion of the Board of Directors. In the event of a vacancy or permanent incapacity of the committee or sub-committee chair, the Board of Directors, with the advice and consent of the respective committee or sub-committee, shall appoint a successor to serve until the conclusion of the incumbent’s term. A temporary incapacity may be left unfilled at the discretion of the General Chair or an appointment may be made for the duration of the temporary incapacity.
ARTICLE 7
ANNUAL AUDIT, REPORTS AND REMITTANCES
SWAT Swim Club shall submit any reports and remittances required by the USA Swimming Corporate Bylaws, by the USA Swimming Board of Directors, the President/CEO of USA Swimming or by any agreement between SWAT Swim Club and USA Swimming. Reports required to be submitted to USA Swimming by SWAT Swim Club include annual financial and federal tax reports and the annual audit or review.
ARTICLE 8
ORGANIZATION, AMENDMENT OF BYLAWS AND DISSOLUTION
8.1 NON‑PROFIT AND CHARITABLE PURPOSES ‑ SWAT Swim Club 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, SWAT Swim Club 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 SWAT Swim Club or (2) engage in any activities not permitted to be carried on by: (A) an organization exempt from federal income tax under such section 501(c)(3) of the IRS Code or (B) an organization to which contributions, gifts and bequests are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code.
8.2 DEDICATION OF ASSETS, ETC. ‑ The revenues, properties and assets of SWAT Swim Club are irrevocably dedicated to the purposes set forth in Sections 1.2 and 8.1 of these Bylaws. No part of the net earnings, properties or assets of SWAT Swim Club shall inure to the benefit of any private person or any member, officer or director of SWAT Swim Club.
8.3 AMENDMENTS ‑ Any provision of these Bylaws not mandated by USA Swimming may be amended at any meeting of the SWAT Swim Club Board of Directors by a two‑thirds (2/3) vote of the directors. Amendments so approved shall take effect immediately.
8.4 DISSOLUTION ‑ SWAT Swim Club may be dissolved only upon a two-thirds (2/3) vote of all the voting members of the Board of Directors. Upon dissolution, the net assets of SWAT Swim Club shall not inure to the benefit of any private Regular, unincorporated organization or organization, including any member, officer or director of SWAT Swim Club, but shall be distributed to a corporation or other organization 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.
ARTICLE 9
INDEMNIFICATION
9.1 INDEMNITY - SWAT Swim Club 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 SWAT Swim Club, 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 SWAT Swim Club specified in Section 9.3 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. SWAT Swim Club may, to the full extent permitted by law, purchase additional insurance to that provided by USA Swimming, and maintain insurance on behalf of any Indemnified Person against any liability that could be asserted against the Indemnified Person.
9.2 EXCLUSION - The indemnification provided by this Article 9 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 USA Swimming Rules and Regulations, of the USA Swimming Code of Conduct or these Bylaws 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 National Board of Review or the U.S. Center for SafeSport to have committed actions which would be the basis for such 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.
9.3 INDEMNIFIED PERSONS - As used in this Article 9, “Indemnified Person” shall mean any person who is or was a Board Member, official, coach, committee chair or member, volunteer, employee or agent of SWAT Swim Club, or is or was serving at the direct request of SWAT Swim Club as a director, meet director, official, coach, committee chair or member, volunteer, employee or agent of another person or entity involved with the sport of swimming.
9.4 SUCCESSORS, ETC. - The indemnification provided by this Article 9 shall continue as to an Indemnified Person who has died or been determined to be legally incompetent and shall apply for the benefit of the successors, guardians, conservators, heirs, executors, administrators and trustees of the Indemnified Person.
ARTICLE 10
PARLIAMENTARY AUTHORITY
ROBERT’S RULES ‑ Robert’s Rules of Order Newly Revised shall govern SWAT Swim Club 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 Bylaws and any special rules of order SWAT Swim Club, the Board of Directors, or its divisions, committees, etc., may adopt.
ARTICLE 11
MISCELLANEOUS
11.1 EFFECT OF STATE LAW CHANGES - If any portion of these Bylaws shall be determined by a final judicial decision to be, or as a result of a change in the law of the State of Wyoming become, illegal, invalid or unenforceable, the remainder of these Bylaws shall continue in full force and effect
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11.2 FISCAL YEAR ‑ The fiscal year of SWAT Swim Club shall end on the last day of August.
11.3 TAX STATUS; INTERPRETATION OF BYLAWS ‑ It is intended that SWAT Swim Club 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 for federal income, estate and gift tax purposes under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code, respectively. Similarly, it is intended that SWAT Swim Club shall have that or similar status under the applicable state and local laws as will exempt it from taxation to the maximum extent possible to the extent not contrary to applicable federal requirements. These Bylaws shall be interpreted accordingly.
ARTICLE 12
CONVENTIONS AND DEFINITIONS
12.1 CONVENTIONS -
.1 NOTICE DEEMED GIVEN; LAST KNOWN ADDRESS -
A. Notice by Mail - Notice given and other writings delivered by first class mail, postage prepaid, and addressed to the last known address shall be deemed given or delivered upon the postmark date for all purposes under these Bylaws.
B. Notice by Email - Notice given and writings delivered by electronic mail to the last known email address shall be deemed given or delivered for all purposes under these Bylaws.
C. Last Known Mail or Email Address - For all purposes under these Bylaws, the last known mail or email address of a member of SWAT Swim Club shall be the mail or email address on file with SWAT Swim Club or in SWIMS.
.2 WAIVER OF NOTICE CONVENTION - Untimely or insufficient notice for any meeting held under the authority of these Bylaws shall be considered to have been 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.
12.2 DEFINITIONS - When used in these Bylaws, 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.
.1 ARTICLE - a principal subdivision of these Bylaws.
.2 ARTICLES OF INCORPORATION - the document filed with the Secretary of State pursuant to which SWAT Swim Club was formed.
.3 BOARD MEMBER - a member of the Board of Directors
.4 BOARD OF DIRECTORS - the Board of Directors of SWAT Swim Club.
.5 BYLAWS - these bylaws as adopted and amended from time to time by, and in effect for, SWAT SWIM CLUB.
.6 IRS CODE - the current United States Internal Revenue Code.
.7 LOCAL SWIMMING COMMITTEE / LSC - Wyoming Swimming Inc. (WYSI) as defined by the USA Swimming Corporate Bylaws.
.8 MEMBER - an Athlete Member, Regular Member, Associate Member or Director.
.9 MEMBERSHIP YEAR – September 1 through August 31.
.10 NATIONAL BOARD OF REVIEW - the National Board of Review of USA Swimming established in accordance with the National Board of Review procedures, pursuant to Policy 26.0 of the USA Swimming Operating Policy Manual. Where the context requires, a reference to the National Board of Review shall include a reference to the USA Swimming Board of Directors when that body is acting upon an appeal from the National Board of Review.
.11 POLICIES AND PROCEDURES - the principles, rules, and guidelines of SWAT Swim Club, as amended and adopted by the Board of Directors.
.12 SWAT SWIM CLUB ANNUAL MEMBERSHIP FEE – Annual fee set forth by the Board of Directors that is required to maintain membership in SWAT Swim Club. These fees are separate from Monthly Participation Dues, meet entries or other program charges.
.13 SECTION - a subdivision of the Articles of these Bylaws.
.14 TERRITORY - the geographic territory in which SWAT Swim Club operates.
.15 USA SWIMMING - USA Swimming, Inc., a Colorado nonprofit organization which is the national governing body for the United States for the sport of swimming.
.16 WORLD AQUATICS - the sole and exclusive world governing body for all aquatics.
.17 SWAT SWIM CLUB - the Wyoming not-for-profit organization to which these Bylaws pertain.