Article I
Section 1. =
Name. The name of the Association shall be
Gwinnett County Swim & Dive Booster Club, Inc. (hereinafter sometimes
referred to as the “Association”).
Sectio=
n 2. &=
nbsp; Membership. The membership shall consist of Co=
aches
from each Gwinnett County Public High School, School representative if coac=
h is
not employed by the Board of Education (BOE), student athletes and their
parents, and special members which have met the prior requirements and serv=
e at
the request of the general membership.
&=
nbsp; &nbs=
p; a. Coaches – as defined by=
the
Georgia High School Association
&nbs=
p; b. Head Coach – As defined=
by
the Georgia High School Association
&=
nbsp; &nbs=
p; c.
Student Athlete – stude=
nt
registered with and paid fees to the Gwinnett County
=
&nb=
sp;
Swim
& Dive Booster Club
&=
nbsp; &nbs=
p; d. Parent – Parent or Legal
Guardian of Student Athlete
&=
nbsp; &nbs=
p; e. Special Member – met sp=
ecial
requirements set forth by the Board of Directors
Section 3. =
Definitions.=
The words used in these By-L=
aws
shall have the same meaning as set forth in the descriptions of each articl=
e.
Sectio=
n 1. &=
nbsp; Executive
Committee.
Sectio=
n 2. &=
nbsp; Place
of Meeting. Meetings of t=
he
association shall be held at assigned locations picked by the Executive Boa=
rd
of Directors in Gwinnett County, Georgia or as convenient thereto as possib=
le
and practical.
Section 3. = ; Quorum. Except as otherwise provided in th= ese By-Laws or in the Declaration, the presence in person or by proxy of more t= han fifty (50%) percent of the total votes existing in the Association shall constitute a quorum at all meetings of the Association. In the event a quor= um is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the quorum required at the first meeting. In the event a quorum is not present, another meeting may be called subject to the same no= tice requirement, and the required quorum at the subsequent meeting shall be one-fifth (1/5) of the quorum required at the original meeting. Any provisi= on in the Declaration concerning quorums is specifically incorporated herein.<= o:p>
Sectio=
n 4. &=
nbsp; Annual
Meetings. The first meeti=
ng of
the members, whether a regular or special meeting, shall be held within one=
(1)
year from the date of incorporation of the Association. The next annual mee=
ting
shall be set by the Executive Board so as to occur no later than ninety (90)
days after the commencement or the close of the Association’s fiscal
year. Subsequent regular annual meeting of the members shall be held within
sixty (60) days of the same day in each year thereafter, at an hour set by =
the
Executive Board.
Section
5. =
; Special
Meetings. The President m=
ay
call special meetings. In addition, it shall be the duty of the President to
call a special meeting of the Association if so directed by resolution of a
majority of a quorum of the Board of Directors or upon a petition signed by=
at
least twenty-five (25%) percent of the total votes of the Executive Committ=
ee.
The notice of any special meeting shall state the date, time, and place of =
such
meeting and the purpose thereof. No business shall be transacted at a speci=
al
meeting except as stated in the notice.
Section
6. =
; Notice
of Meetings. Written noti=
ce of
each annual and special meeting of the members shall be given by or at the
direction of the Secretary or any person or persons authorized to call a
meeting by mailing a copy of such notice, to those who are entitled to vote
thereat, addressed to the member's address last appearing on the books of t=
he
Association or supplied by such member to the Association for the purpose of
the notice. The notice is postage prepaid, or sent out as e-mail, return
receipt, at least ten (10) days, but not more than thirty (30) days before =
such
meeting.
Section
7. &nbs=
p; Waiver
of Notice. Waiver of noti=
ce of
meeting of the members shall be deemed the equivalent of proper notice. Any
member may, in writing, waive notice of any meeting of the members, either
before or after such meeting. Attendance at a meeting by a member, whether =
in
person or by proxy, shall be deemed waiver by such member of notice of the
time, date, and place thereof, unless such member specifically objects to
holding the meeting or transacting business at the meeting, at the beginnin=
g of
the meeting. Attendance at a meeting shall also be deemed waiver of the
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
member objects to considering the matter when it is presented.
Section
8. =
; Adjournment
of Meetings. If any meeti=
ngs of
the Association cannot be held because a quorum is not present (see Article=
II,
Section 3), a majority of the members who are present at such meeting, eith=
er
in person or by proxy, may adjourn the meeting to a time not less than five=
(5)
nor more than thirty (30) days from the time the original meeting was calle=
d.
If the new date, time, and place are announced at the original meeting befo=
re
adjournment, then notice need not be given of the new date, time or place. =
Section 9.
Voting. The general
membership of the association has no voting rights.
Section
10. &nbs=
p; Conduct
of Meetings. The President
shall preside over all meetings of the Association and the Secretary shall =
keep
the minutes of the meeting and record on the designated web page all
resolutions adopted at the meeting as well as a record of all transactions
occurring thereat.
Section
11. &nbs=
p; Record
Date. The Association may
establish such record dates for membership as may be authorized by the Geor=
gia
Nonprofit Corporation Act or applicable Georgia law.
A. Composition and Selection.
Section 2. =
Number
of Directors. The n=
umber
of Directors in the Association shall be not less than three (3) as the Boa=
rd
of Directors may, from time to time, determine by resolution. The initial B=
oard
shall consist of seven (7) members.
Section
3. &nbs=
p; Nomination
of Directors. Nomin=
ating
Committee shall make nominations for election to the Board of Directors. The
Nominating Committee shall consist of a Chairman, who shall be a member of =
the
Board of Directors, the Coordinator of Contracts and two or more members of=
the
Association. The Nominating Committee shall be appointed by the Board of
Directors at the January meeting of the members to serve from the time of
appointment until the close of the election, and such appointment shall be
announced at the January meeting. The Nominating Committee shall make as ma=
ny
nominations for election to the Board of Directors as it shall in its
discretion determine, but in no event less than the number of vacancies or
terms to be filled. Nominations shall also be permitted from the floor. All
candidates shall have a reasonable opportunity, if they so desire, to
communicate their qualifications to the members and to solicit votes.
Section
4. =
; Proxies. At all meetings of members, each
Executive Committee member may vote in Person or by proxy, as further may be
limited by the terms of the Declaration. All proxies shall be in writing and
filed with the Secretary before the appointed time of each meeting. Every p=
roxy
shall be revocable. Each proxy shall automatically cease upon a member's
criteria for membership ceasing to exist or upon receipt of notice by the
Secretary of the death or judicially declared incompetence of a member, or =
of
written revocation. No proxy shall be valid after eleven (11) months from t=
he
date of its execution, unless otherwise provided in the proxy.
Section
5. =
; Majority. As used in these By-Laws, the term
"majority" shall mean those votes, members, or other group, as the
context may indicate, totaling more than fifty (50%) percent of the total
number.
Section 6. &nbs= p; Quorum. Except as otherwise provided in th= ese By-Laws or in the Declaration, the presence in person or by proxy of more t= han fifty (50%) percent of the total votes existing in the Association shall constitute a quorum at all meetings of the Association. In the event a quor= um is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the quorum required at the first meeting. In the event a quorum is not present, another meeting may be called subject to the same no= tice requirement, and the required quorum at the subsequent meeting shall be one-fifth (1/5) of the quorum required at the original meeting. Any provisi= on in the Declaration concerning quorums is specifically incorporated herein.<= o:p>
Section
7. =
; Action
by Written Ballot. Any ac=
tion
to be taken at any annual, regular or special meeting of members may be tak=
en
without a meeting if approved by written ballot as provided herein. The
Association shall deliver a written ballot to each member entitled to vote =
on
the matter. The written ballot shall set forth each proposed action and pro=
vide
an opportunity to vote for or against each proposed action. Approval by wri=
tten
ballot of any action shall be valid when the number of votes cast by ballot
equals or exceeds the quorum required to be present at a meeting held to
authorize such action and the number of approvals equals or exceeds the num=
ber
of votes that would be required to approve the matter at a meeting at which=
the
total number of votes cast was the same as the number of votes cast by ball=
ot.
All solicitations for votes by written ballot shall indicate the number of
responses needed to meet the quorum requirement; state the percentage of
approvals necessary to approve each matter other than election of directors;
and specify the time by which a ballot must be received by the Association =
in
order to be counted. A timely written ballot received by the Association may
not be revoked without the consent of the Board of Directors. The results of
each action by written ballot shall be certified by the Secretary and shall=
be
included in the minutes of meetings of members filed in the permanent recor=
ds
of the Association.
Section
8. &nbs=
p; Election
and Term of Office. At ea=
ch
April Meet of the membership, members of the Association in accordance with
their voting powers shall elect Directors. Members shall vote on all direct=
ors
to be elected, and the candidates receiving a plurality of votes shall be
elected.
Section 9.
=
Removal
of Directors. At any
regular or special meeting of the Association duly called, anyone or more of
the members of the Board of Directors may be removed, with or without cause=
, by
a majority of the members authorized to vote for directors and a successor =
may
then and there be elected to fill the vacancy thus created. A Director whose
removal has been proposed shall be given at least ten (10) days notice of t=
he
calling of the meeting and the purpose thereof and shall be given an
opportunity to be heard at the meeting.
B. Meetings.
Section 10. Organization Meeting.=
The first meeting of the members o=
f the
Board of Directors following each annual meeting of the membership shall be
held within ten (10) days thereafter at such time and place as shall be fix=
ed
by the Board.
Section 11. =
; Regular
Meetings. Regular meeting=
s of
the Board of Directors may be held at such time and place as shall be
determined from time to time by a majority of the Directors, but at least t=
wo
(2) such meetings shall be held during each fiscal year. Notice of the regu=
lar
schedule shall constitute sufficient notice of such meetings.
Section 12.&nbs=
p;
Special
Meetings. Special meeting=
s of
the Board of Directors shall be held when called by the President on his own
motion or when requested by any of the Directors. The notice shall specify =
the
time and place of the meeting and the nature of any special business to be
considered. The notice shall be given to each Director by one of the follow=
ing
methods: (a) by personal delivery; (b) written notice by first class mail,
postage prepaid; (c) by telephone communication, either directly to the
Director or to a person at the Director's home or office who would reasonab=
ly
be expected to communicate such notice promptly to the Director; or (d) via
e-mail. All such notices shall be given or sent to the Director's address or
telephone number as shown on the records of the Association. Notices sent by
first class mail shall be deposited into a United States mailbox at least f=
our
(4) days before the time set for the meeting. Notices given by personal
delivery, telephone, or e-mail shall be delivered, telephoned, or sent (24)
hours before the time set for the meeting.
Section 13.&nbs=
p;
W=
aiver
of Notice. The transactio=
ns of
any meeting of the Board of Directors, however called and noticed or wherev=
er
held, shall be as valid as though taken at a meeting duly held after regular
call and notice, if (a) a quorum is present, and (b) either before or after=
the
meeting, each of the Directors not present signs a written waiver of notice.
The waiver of notice need not specify the purpose of the meeting. A Directo=
r's
attendance at or participation in a meeting waives any required notice to h=
im
of the meeting unless the Director at the beginning of the meeting (or prom=
ptly
upon his arrival) objects to holding the meeting or transacting business at=
the
meeting and does not thereafter vote for or assent to action taken at the
meeting.
Section 14. &nbs=
p; Quorum
of Board of Directors. At=
all
meetings of the Board of Directors a majority of the Directors shall consti=
tute
a quorum for the transaction of business, and the votes of a majority of the
Directors present at a meeting at which a quorum is present shall constitute
the decision of the Board of Directors. A meeting at which a quorum is init=
ially
present may continue to transact business, notwithstanding the withdrawal of
Directors, if any action taken is approved by at least a majority of the
required quorum for that meeting. At such adjourned meeting at which a quor=
um
is present, any business, which might have been transacted at the meeting
originally called, may be transacted without further notice.
Section 15. Compensation.
Section 16. &nbs=
p; Reimbursement. Directors or others who at the req=
uest
of the Board of Directors use their own funds for pre-approved expenses may=
be
reimbursed the amount of the receipt. The receipts must meet general accept=
ed
business procedures.
Section 17. &nbs=
p; Conduct
of Meetings. The President
shall preside over all meetings of the Association and the Secretary shall =
keep
a minute book of the Association recording therein all resolutions adopted =
by
the Association and a record of all transactions and proceedings occurring =
at
such meetings. Robert's Rules of Order (current edition) shall govern
the conduct of the meetings of the Board of Directors when not in conflict =
with
Georgia law, the Declaration, these By-Laws, direction of the President or
Board resolution.
Section 18. Ex=
ecutive
Session. The Board may wi=
th
approval of a majority of a quorum of the Board members, adjourn a meeting =
and
reconvene in executive session to discuss and vote upon personnel matters,
litigation in which the Association is or may become involved, and orders of
business of a similar nature.
Section 19.&nbs=
p;
Action
Without a Formal Meeting. Any
action to be taken at a meeting of the Directors or any action that may be
taken at a meeting of the Directors may be taken without a meeting if such =
action
is evidenced by written consents, setting forth the action so taken, signed=
by
at least a majority of the Directors; provided that such action is taken in
accordance with the Georgia Non-Profit Corporation Code. C. Powers and Duties. Section 20. &nbs=
p; Powers. The Board of Directors shall be
responsible for the affairs of the Association and shall have all of the po=
wers
and duties necessary for the administration of the Association's affairs an=
d,
as provided by law, may do all acts and things as are not by the Articles, =
or
these By-Laws directed to be done and exercised exclusively by the members.=
Section 1. Offi=
cers. The officers of the Association sha=
ll be
a President, Vice President – Programs, Vice President –
Information, a Coordinator, Diving Representative, Coaches Representative a=
nd a
Vice President - Finances. Any two or more offices may be held by the same
person. &=
nbsp; &nbs=
p; A.
President &nbs=
p; &=
nbsp; B.
Vice President – Programs &nbs=
p; &=
nbsp; C.
Vice President – Finance &nbs=
p; &=
nbsp; D.
Vice President – Information &nbs=
p; &=
nbsp; E. Coordinator &nbs=
p; &=
nbsp; F. Coaches Representative &nbs=
p; &=
nbsp; G. Diving Representative President: Resides over all business of=
the
organization. Also responsible for =
meet
coordination, Meet manag=
ement
and local rules. &nbs=
p; &=
nbsp; Vice
President - Programs: Responsible for Scholarship, Apparel, Concessions and
Fund =
&nb=
sp; =
&nb=
sp; =
&nb=
sp;
Raising. &nbs=
p; &=
nbsp; Vice
President – Finance: Responsible for Budget and Accounting, Vendor
Management, =
&nb=
sp; =
&nb=
sp; =
Web Support (Technical & E-Mail), and Registration. &nbs=
p; &=
nbsp; Vice
President – Information: &=
nbsp; Responsible
for Minutes of Meeting, Communications, Web =
&nb=
sp; =
=
&nb=
sp; =
Postings,
News and Voting. Also for record retention as =
&nb=
sp; =
&nb=
sp; =
&nb=
sp;
required by the By-Laws. =
Coordinator:&nbs=
p; The
only non-elected member of the Board of Directors. The =
&nb=
sp;
Coordinator is responsible for interfacing with the Board of =
&nb=
sp; =
&nb=
sp;
Education, Parks & Recreation, pool usage negotiations, stateArticle IV
Officers
&nbs=
p;
Coaches
Representative: Responsible for coordinating Coaches activities. Reside over
all
=
&nb=
sp; =
Coaches Meetings and report information back to the Board of
=
&nb=
sp; =
Directors. Work closely with Coordinator so she will meet her
=
&nb=
sp; =
responsibilities and deadlines.
&nbs=
p; &=
nbsp; Diving
Representative: Provide
interface for Diving Parents and Coaches to the Board
Section 2. =
Election.
Term of Office. and Vacancies.
The Officers of the Association shall be elected annually by the
Executive Committee at the April Meeting. A vacancy in any office arising b=
ecause
of death, resignation, and removal or otherwise may be filled by the Board =
of
Directors for the unexpired portion of the term.
Section 3. =
; Removal. Any officer may be removed by a ma=
jority
vote of the Board of Directors, a quorum being present, whenever in its
judgment the best interests of the Association will be served thereby.
Section 4. Powers and Du=
ties. The officers of the Association sh=
all
each have such powers and duties as generally pertain to their respective
offices, as well as such powers and duties as may from time to time be
specifically conferred or imposed by the Board of Directors. The President
shall be chief executive officer of the Association. The Vice President =
211;
Finance shall have primary responsibility for all financial matters of the
Association, as provided for in the Declaration, and may delegate all or pa=
rt
of the preparation and notification duties to a finance committee, manageme=
nt
agent, or both.
Section 5. =
; Resignation. Any officer may resign at any time=
by
giving written notice to the Board of Directors. Such resignation shall take
effect on the date of the receipt of such notice or at any later time speci=
fied
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6.
=
Agreements.
Contracts. Deeds. Leases. Checks, etc.=
All agreements, contracts, deeds, leases, checks, and other instrume=
nts
of the Association shall be executed by at least two (2) officers or by such
other person or persons as may be designated by resolution of the Board of
Directors.
General. &n=
bsp; Committees
to perform such tasks and to serve for such periods as may be designated by=
a
resolution adopted by a majority of the Board of Directors present at a mee=
ting
at which a quorum is present are hereby authorized. Such committees shall
perform such duties and have such powers as may be provided in the resoluti=
on.
Each committee shall be composed and shall operate in accordance with the t=
erms
of the resolution of the Board of Directors designating the committee or wi=
th
rules adopted by the Board of Directors.
Section 1. =
; Fiscal
Year. The initial fiscal =
year
of the Association shall be set by resolution of the Board of Directors. Un=
less
otherwise provided, the fiscal year shall be the July 1 to June 30.
Section
2. &nbs=
p; Parliamentary
Rules. Robert's Rules of Order
(current edition) shall govern the
conduct of Assoc=
iation
proceedings when not in conflict with Georgia law, the Articles of
Incorporation, the Declaration, these By-Laws. rulings of the President, or
resolutions of the Board.
Section 3. =
; Conflicts. If there are conflicts or
inconsistencies between the provisions of Georgia law, the Articles of
Incorporation, the Declaration, and these By-Laws, the provisions of Georgia
law, the Declaration, the Articles of Incorporation, and the By-Laws (in th=
at
order) shall prevail.
Section 4. &n=
bsp; Books
and Records.
(a) =
Inspection
by Members. A member is
entitled to inspect and copy, at a reasonable time and location specified by
the Association, any of the records of the Association described below if t=
he
member gives the Association written notice or a written demand at least fi=
ve
(5) business days before the date on which the member wishes to inspect and
copy. The following records are subject to this inspection right and the
Association shall keep a copy of these records:
&nbs=
p; &=
nbsp; (2)
The By-Laws and a=
ll
amendments thereto;
&nbs=
p; &=
nbsp; (3)
Resolutions adopt=
ed by
either the members of the Association or the Board of Directors which incre=
ase
or decrease the number of Directors or the classification of Directors, or
which relate to the characteristics, qualifications, rights, limitations and
obligations of members or any class or category of members;
&nbs=
p; &=
nbsp; &nbs=
p; (4)
The minutes of all
meetings and records of all actions approved by the members for the past th=
ree
years;
&nbs=
p; &=
nbsp; &nbs=
p; (5)
All written
communications to members generally within the past three years;
&nbs=
p; &=
nbsp; &nbs=
p; (6)
A list of the nam=
es and
business or home addresses of the current directors and officers of the
Association; and
&=
nbsp; &nbs=
p; (7)
The most recent a=
nnual
report delivered to the Georgia Secretary of State.
&=
nbsp; (b)
Further Rights=
of Inspection
by Members. A member is
entitled to inspect and copy, at
&=
nbsp; &nbs=
p; a
reasonable time and reasonable location specified by the Association, any of
the
&=
nbsp; &nbs=
p; following
records of the Association if the member meets the requirements of Section =
&=
nbsp; &nbs=
p; 4(c)
below and gives the Association at least five (5) business days before the =
date
on
&=
nbsp; &nbs=
p; which
the member wishes to inspect and copy:
&nbs=
p; &=
nbsp; &nbs=
p; (1)
Excerpts from min=
utes
of any meeting of the Board of Directors, records of any action of a commit=
tee
of the Board of Directors while acting in place of the Board of Directors on
behalf of the Association, minutes of any meeting of the members, and recor=
ds
of actions taken by the members or the Board of Directors without a meeting=
, to
the extent not subject to inspection under Section 4(a) above;
&nbs=
p; &=
nbsp; (2) Accounting record=
s of
the Association; and
&nbs=
p; &=
nbsp; (3) A membership list=
of
the Executive Committee; provided, however, if a member does not have the
consent of the Board of Directors, then the membership list or any part the=
reof
may not be obtained or used by the member for any purpose unrelated to the
member's interest as a member.
&nbs=
p; &=
nbsp; (c)
Limitations on=
Right
of Inspection by Members. A
member may inspect and copy the
&nbs=
p; &=
nbsp; &nbs=
p; records
identified in Subsection (b) of this Section 4 only if:
&nbs=
p; &=
nbsp; (1)
The member's dema=
nd is
made in good faith and for a proper purpose that is reasonably relevant to =
the
member's legitimate interests as a member;
&nbs=
p; &=
nbsp; &nbs=
p; (2)
The member descri=
bes
with reasonable particularity the purpose and the records the member desire=
s to
inspect;
&=
nbsp; &nbs=
p; (3)
The records are
directly connected with this purpose; and
&=
nbsp; &nbs=
p; (4)
The records are t=
o be
used only for the stated purpose.
&=
nbsp; (d)
Rules for
Inspection. The Board may
establish reasonable rules with respect to:
&=
nbsp; &nbs=
p; (i)
Hours and d=
ays of
the week when such an inspection may be made; and
&nbs=
p; &=
nbsp; (e)
Inspection by
Directors. Every Director=
shall
have the absolute right at any reasonable time to inspect all books,
records, and documents of the Association and the physical properties owned=
by
the Association. The right of inspection by a Director includes the right to
make extra copies of documents at the reasonable expense of the Association=
.
Secti=
on
5. Notices. Unless otherwise provided in these
By-Laws, all notices, demands, bills, statements,
or
other communications under these By-Laws shall be in writing and shall be
deemed to have been duly given if delivered personally or if sent by first
class mail, first class postage prepaid
&nbs=
p; (a)
If to a Member, a=
t the
address which the Member has designated in writing and filed with the
Secretary, or if no such address has been designated, at the address of the
Residential Unit of such member; or
&nbs=
p; (b)
If to the Associa=
tion,
the Board of Directors or the Managing Agent, at the principal office of the
Association or the Managing Agent, if any, or at such other address as shal=
l be
designated by notice in writing to the members pursuant to this Section.
Section 6. =
; Audit. An audit of the accounts of the
Association shall be made Semi-annually in such manner as the Board of
Directors may decide
Section
7. &nbs=
p; Amendment. These By-Laws may be amended only =
by the
affirmative vote or
written consent of a majority of the
members of the Board of Directors of the Association.
We, the undersigned, being all of the
Directors of the Association do hereby certify:
That we are entitled to exercise all=
of
the voting power of said Association's Board of Directors;
That
we hereby assent to the within and foregoing By-Laws and hereby adopt the s=
ame
as the By-Laws of said Association.
IN WITNESS WHEREOF, we have hereunto subscribed our names
this ___day of ____________________,
2003.
GWINNETT COUNTY =
SWIM
AND DIVE BOOSTER CLUB, INC.
_____________________=
_________________ &=
nbsp; __=
___________________________________________
Witness &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; =
Sidney
W. Norton &nbs=
p; President Gwinnett County
=
; &n=
bsp; =
; &n=
bsp; =
; &n=
bsp; =
; &n=
bsp; =
; Swim
& Dive Booster Club