BYLAWS OF SIERRA NEVADA SWIMMING

ARTICLE 5

BOARD OF DIRECTORS

5.1 MEMBERS - The Board of Directors shall consist of the following officers, committee chairs, coordinators and representatives of SNS, together with those additional members designated in Sections 5.2 and 5.3:

.1 General Chair
.2 Administrative Vice-chair
.3 Senior Vice-chair
.4 Age Group Vice-chair
.5 Finance Vice-chair
.6 Secretary
.7 Treasurer
.8 Coach Representatives
.9 Athlete Representatives
.10 At-Large Board Members

5.2 AT-LARGE BOARD MEMBERS - The Board of Directors shall have up to five At-Large Board Members, who shall be appointed by the General Chair with the advice and consent of the Board of Directors.

5.3 EX-OFFICIO MEMBERS - The following persons shall be ex-officio members of the Board of Directors during the time period in which they meet the defined status:

.1 The Immediate Past General Chair of SNS, if an Individual Member in good standing;

.2 Members of the USA-S Board of Directors who are Individual Members in good standing; and

.3 USA-S Committee Chairs who are Individual Members in good standing.

5.4 LIMITATIONS - No more than three members or coaches of any Club Member or Affiliated Group Member shall serve on the Board of Directors at any time. This limitation shall be applied separately as to Athlete Members and other Individual Members.

5.5 VOICE AND VOTING RIGHTS OF BOARD MEMBERS - The voice and voting rights of Board Members and Individual Members shall be as follows:

.1 BOARD MEMBERS - Each Board Member shall have both voice and vote in meetings of the Board of Directors and its committees.

.2 INDIVIDUAL MEMBERS - Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the Board of Directors or its committees.

5.6 DUTIES AND POWERS - The Board of Directors shall act for SNS and the House of Delegates during the intervals between meetings of the House of Delegates, subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission, except that it shall not remove a Board Member, a Board of Review member or other person elected by the House of Delegates or amend these Bylaws. In addition to the powers and duties prescribed in the USA-S Code 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 SNS;

.2 Oversee the conduct by the officers of SNS of the day-to-day management of the affairs of SNS;

.3 Elect At-Large Board Members when the General Chair does not appoint them in a timely fashion;

.4 Provide advice and consent to appointments proposed by the General Chair that require advice and consent under these Bylaws or the SNS Policies and Procedures Manual;

.5 Cause the preparation and presentation to the House of Delegates of the annual budget of SNS and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

.6 Receive presentation of the annual audit report pursuant to Section 8.5 and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

.7 Call regular or special meetings of the Board of Directors or the House of Delegates;

.8 Admit eligible prospective Group Members and Affiliated Individual Members;

.9 Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of SNS;

.10 Appoint other officers, agents, committees or coordinators, to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws, the SNS Policies and Procedures Manual 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, committee or coordinator the power to appoint any such subordinate officers, agents, committees or coordinators and to prescribe their respective terms of office, authorities and duties; and

.11 Remove from office any officers, At-Large Board Members, committee chairs, committee members or coordinators of SNS who were not elected by the House of Delegates 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 Board of Review for any of the reasons set forth in Section 10.4.7 C. No officer, At-Large Board Member, committee chair or coordinator may be removed without receiving the 30 days written notice specifying the alleged deficiency in the performance of the member's responsibilities under these Bylaws, the member's official duties or other reasons. All notices and proceedings under this section shall be prepared, served and processed utilizing the procedures for a formal hearing pursuant to Section 10.6.1 to the extent applicable. Should the officer, At-Large Board Member, committee chair, committee member or coordinator contest the alleged deficiency or other reason set forth in the notice, the Board of Directors shall hold a hearing at which the member shall have the same procedural rights as if the hearing were to be conducted by the Board of Review pursuant to Article 10.

5.7 EXECUTIVE COMMITTEE -

.1 AUTHORITY AND POWER - The Executive Committee shall have the authority and power to act for the Board of Directors and SNS between meetings of the Board and the House of Delegates.

.2 MEMBERS - The members of the Executive Committee shall be the General Chair, who shall act as chair, Administrative Vice-chair, Senior Vice-chair, Age Group Vice-chair, Finance Vice-chair, Senior Athlete Representative, and Senior Coach Representative. The presiding officer shall appoint an Individual Member to serve as the secretary of the meeting.

.3 MEETINGS AND NOTICE - Meetings of the Executive Committee shall be held at any time or place within the Territory when called by the General Chair or any three members of the Committee with a minimum of three days notice required. Pertinent provisions of Sections 7.5 through 7.11 and Section 16.1.5 shall apply to the Executive Committee meetings and notices.

.4 QUORUM - A quorum of the Executive Committee shall consist of four members of the Committee.

.5 REPORT OF ACTION TO BOARD OF DIRECTORS - At the next regular or special meeting of the Board of Directors the Executive Committee shall make a report of its activities since the last Board of Director's meeting for ratification or prospective modification or rescission, provided, however, that any action of the Executive Committee upon which a third party may have relied (e.g., by signing, or authorizing the signing of a contract) may not be modified or rescinded by the Board of Directors or the House of Delegates.

5.8 MEETINGS OPEN; EXECUTIVE (CLOSED) SESSIONS - Board of Directors and Executive Committee meetings shall be open to all members of SNS and USA-S. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed executive session which only Board Members or Executive Committee members, respectively, are entitled to attend. By a majority vote on a motion of a question of privilege the Board of Directors or the Executive Committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors or the Executive Committee.

5.9 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of the Board of Directors or the Executive Committee may participate in meetings of the Board of Directors or the Executive Committee through conference telephone or similar 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 in person at a meeting.

5.10 REGULAR MEETINGS - Regular meetings of the Board of Directors shall be held in accordance with a schedule adopted by the Board of Directors.

5.11 SPECIAL MEETINGS - The General Chair may call special meetings of the Board of. Should the Board of Directors or the General Chair fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three Board Members.

5.12 QUORUM - A quorum of the Board of Directors shall consist of a majority of the members.

5.13 VOTING - Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote. A motion, order or other proposal the affect of which is to override policy or program established by the House of Delegates shall be determined by a two-thirds vote after at least 14 days notice.

5.14 PROXY VOTE - Voting by proxy in any meeting of the Board of Directors or the Executive Committee shall not be permitted.

5.15 ACTION BY WRITTEN CONSENT - Any action required or permitted to be taken at any meeting of the Board of Directors or the Executive Committee may be taken without a meeting if all the Board Members or Executive Committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective meetings. These consents shall be treated for all purposes as votes taken at a meeting.

5.16 MAIL VOTE - Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chair's appointments, or removals of officers, committee chairs and members, may be taken without a meeting. If an action is to be taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written 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 (but in no event less than the period specified in Section 5.17) within which to return the ballot to the Secretary. Action by written 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.

5.17 NOTICES -

.1 TIME - Not less than six days notice shall be given to each Board Member for any annual, regular or special meeting of the Board of Directors. Separate notices need not be given for regular meetings that are designated in these Bylaws or otherwise scheduled and noticed well in advance. (See Section 16.1.5 for the various permitted forms of notice and the consequences thereof.)

.2 INFORMATION - The notice of a meeting shall contain the time, date and site and in the case of special meetings, the expected purpose, which may be general.

5.18 ORDER OF BUSINESS - At all meetings of the Board of Directors the following shall be included in the order of business to the extent applicable. The order in which subjects are taken up may be varied.

Roll Call
Reading, correction and adoption of minutes
Report of Executive Committee
Reports of officers
Reports of committees and coordinators
Presentation of the annual budget and adoption of recommendation to the House of Delegates
Presentation of the annual audit report pursuant to Section 8.5 and adoption of its recommendation to the House of Delegates
Advice and Consent to Appointments
Unfinished (old) business
New business
Approval of applications for Group Membership and Affiliated Individual
Membership
Resolutions and orders
Adjournment

 

 

 

 

Sierra Nevada Swimming is a Local Swimming Committee of USA Swimming. You can also join Sierra Nevada Swimming through your local swim team. Find a team in your area by clicking here.