Section 1: The principal office of West Broadway Swim Club, Incorporated (Hereinafter the Corporation) shall be located at 4110 West Broadway, Columbia, Missouri 65203
Section 2: The registered office of the Corporation shall be the same as the office of the registered agent of this corporation.
Section 1: A member shall be any person who holds a Certificate of Member ship issued by the Corporation. The number of member shall be fixed at three hundred and seventy five (375) at any one time. The number of Certificates of Memberships may be increased or decreased by a vote of The Board of Directors (Hereinafter the Board). Membership shall be exclusively limited to natural born persons. No person shall be allowed to hold more than one (1) membership.
Section 2: Membership shall automatically terminate upon the death of the member unless otherwise terminated pursuant to these bylaws. A member wishing to terminate membership shall tender there Membership Certificate to the Board for repurchase at a price to be set by the Board. The right to repurchase Membership Certificates and to distribute Membership Certificates rest solely with the Board any attempt to transfer, assign or sell a Membership Certificate by a party other than this Board shall be null and void. The Board may terminate Membership for cause pursuant to the following procedures:
Section 3: Annual Meeting: An annual meeting of the members shall be held the first Tuesday of March at a time and place designated by the president of the Board. Written notice of the time and place of the meeting shall be provided to all Members ten (10) days prior to the meeting. At this meeting the members shall elect three Directors of the Board (Herinafter Directors) to serve a three (3) year term on the Board and conduct any business which may properly come before it.
Section 4: Special Meetings: A Special Meeting may be called by the Board at anytime. Members may request a Special Meeting and the Board shall convene a Special Meeting upon receipt of a request in writing signed by at least one hundred (100) Members. Notice of a Special Meeting shall be provided with a written agenda of items to be addressed at the meeting no less than ten (10) days prior to the date on which the meeting is to be held.
Section 5: Voting: Each Member shall be entitled to one vote for each open slot on the Board. Each Member shall be provided notice of meetings pursuant to these bylaws. Members may assign there voting right by proxy. Members must be physically present or have executed a valid proxy which is physically present at said meeting to be allowed to vote. No vote shall be valid unless a quorum of the membership is present. A quorum shall exist when five percent (5%) of the members are present in person or by proxy.
Section 1: Number and Purpose: The Board shall consist of nine (9) Members. The purpose of the Board is to manage the property and business of the Corporation.
Section 2: Fees: The membership fee of Directors shall be waived during their service on the Board.
Section 3: Vacancies: Vacancies which arise other than by expiration of term on the Board shall be filled by direct appointment of the Board. Any Member appointed pursuant to this provision shall be subject to re-election on the same date as the Member they are replacing.
Section 4: Quorum: A Quorum for purposes of the Board shall constitute a majority of the members.
Section 5: Voting: Votes of the Directors may be done by phone, in person or by e-mail. The Recording Secretary shall implement procedures to ensure voting is reliable.
Section 6: Committees: The Board shall have the authority to appoint standing or temporary committees. The Board has the right to assign this power to the President. The Board or President may invest such committees with the any authority the Board deems necessary. The Board or President shall establish the following permanent committees and assign a Director to preside over each: Swim Lessons, Swim Team, Facilities, Membership, Pending Membership,
Section 6: Directors when elected: At the Annual Meeting the Board shall elect from among its Directors, individuals to fill the following roles:
Section 7: Special Powers of the President, Vice President and Treasurer:
The President, Vice President and Treasurer shall each individually have the authority to conduct routine financial transactions necessary for the continuing operation of the corporation including but not limited to:
ANY TRANSACTIONS CONDUCTED PURSUANT TO THE SPECIAL POWERS GRANTED TO THE PRESIDENT, VICE PRESIDENT AND TREASURER SHALL BE DOCUMENTED BY MEMORANDUM WITH THE RECORDING SECRETARY NO LATER THAN THE NEXT MEETING OF THE BOARD FOLLOWING THE TRANSACTION. SAID MEMORANDUM SHALL BECOME PART OF THE MINUTES.
Section 8: The President shall preside over all meetings of the Board
Section 9: The recording Secretary shall keep the minutes of all Board Meetings and assist the Treasurer and President in the production of the Annual Report
Section 10: The Treasurer shall maintain all financial records truly and accurately. Keep custody of all funds and make deposits and directed by the board. The Treasurers records shall be subject to audit at the request of the Board. The Treasurer is responsible for overseeing the the filing of all the annual corporate tax return.
Section 11: The Board shall have the authority to hire persons to conduct the business of the Corporation.
Section 12: The Board shall have the authority to execute contracts necessary for the best operation of the Corporation.
Section 13: The fiscal year for the Corporation shall be from January 1st- December 31st
The Operating Calendar for the Board shall run from the first Tuesday in March through the first Monday in September.
Section 14: The Board shall compile and distribute an Annual Report which shall include the minutes of all Board meeting for the previous year and a brief financial statement of the Corporation.
Section I. The amount of dues shall be set and confirmed by the Board annually. The Board reserves complete authority to vary the dues schedule or adjust the total amount in anyway to best serve the Corporation. Dues shall be paid on or before April 15 and are delinquent after May 1. Delinquency shall be grounds for termination of membership with no further notice.
Section 1: Memberships are assignable upon approval of the Board for one year.
Section 2: Temporary Passes may be issued by authority of the Board. Subject to reasonable regulations promulgated by the Board.
Section 1: These bylaws may be amended by a vote of the Board
Section 2.: Any amendment to the bylaws shall be recorded in the minutes and included in the Annual Report.
These bylaws were adopted by the Board at a scheduled meeting August 16, 2009