PART I BYLAWS OF SIERRA NEVADA SWIMMING
ARTICLE 6
OFFICERS
6.1 ELECTED OFFICERS - The officers who shall be elected by the House of Delegates are:
.1 General Chair
.2 Administrative Vice-chair
.3 Finance Vice-chair
.4 Senior Vice-chair
.5 Age Group Vice-chair
.6 Secretary
.7 Treasurer
6.2 ELECTIONS - The House of Delegates shall elect the General Chair, Administrative Vice-chair, Finance Vice-chair, Senior Vice-chair, Age Group Vice-chair, Secretary and Treasurer at its annual meeting in even-numbered years. The House of Delegates shall also elect the Board of Review (Section 10.3.3) and the Nominating Committee (Section 4.8).
6.3 ELIGIBILITY - Only Individual Members in good standing shall be eligible to hold office and must maintain their eligibility throughout their term of office.
6.4 DOUBLE VOTE PROHIBITED - An Individual Member entitled to vote in the House of Delegates by virtue of holding a position in SNS may not also vote as a Group Member Representative in the House of Delegates.
6.5 OFFICES COMBINED OR SPLIT -
.1 OFFICE HELD BY TWO PERSONS - Any office other than General Chair, Finance Vice-chair and Treasurer may be held jointly by two Individual Members. This may be accomplished by the Nominating Committee nominating two Individual Members to serve as co-officers or by the House of Delegates electing two at the time of election. In the case of the Administrative Vice-chair, the House of Delegates at the time of election shall designate one to be the successor to the General Chair; if no such designation is made, then the person with the longer tenure in such office or as a Board Member shall serve as the successor.
.2 OFFICES COMBINED - Any office other than General Chair may be combined with any other office except that the offices of Finance Vice-chair and Treasurer may not be combined. This may be accomplished by the Nominating Committee nominating a single Individual Member to serve simultaneously as two officers or by the House of Delegates so electing at the time of election.
6.6 TERMS OF OFFICE -
.1 TERM OF OFFICE - The terms of office of all elected members of the Board of Directors shall be two years.
.2 COMMENCEMENT OF TERM - Each person elected to a position shall assume office on September 1 following their election and shall serve until a successor takes office.
.3 CONSECUTIVE TERMS LIMITATION - Except for the Secretary, Treasurer, Membership Coordinator| and Registration Coordinator, no Individual Member who has been elected by the House of Delegates and served four successive years shall be eligible for re-election to the same position until a lapse of two years. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive terms limitation.
6.7 DUTIES AND POWERS - The duties and powers of the officers and other Board Members shall be to attend and participate in all meetings of the House of Delegates and the Board of Directors and as follows:
.1 GENERAL CHAIR - The General Chair shall oversee and have general charge of the management, business, operations, affairs and property of SNS, and general supervision over its officers and agents; shall call meetings when and where deemed necessary; shall preside at all meetings; and, except as otherwise provided in these Bylaws and with the advice and consent of the Board of Directors, shall appoint committee chairs and members for standing and special committees or coordinators as may be necessary to permit SNS to effectively, efficiently and economically conduct its affairs. The General Chair shall report to the Board of Directors all matters within the General Chair's knowledge that the Board of Directors should consider in the best interests of SNS.
.2 ADMINISTRATIVE VICE-CHAIR - The Administrative Vice-chair shall conduct meetings in the absence of the General Chair and, at the request of the General Chair or in the event of the disability of the General Chair, shall perform all of the duties of the General Chair, and when so acting shall have all of the powers of the General Chair (see Section 6.9.) The Administrative Vice-chair shall chair, and have general charge of the business, affairs and property of the division that administers SNS business and affairs. The Administrative Vice-chair shall aid in developing policy and coordinating the activities of the officers and committees within the division internally and with other divisions, committees and coordinators. The Administrative Division shall be responsible for creating and maintaining the SNS Policies and Procedures Manual.
.3 SENIOR VICE-CHAIR - The Senior Vice-chair shall chair and have general charge of the affairs and property of the Division that develops and conducts the senior swimming program of SNS, including the development of long-range plans for swimming programs. The Senior Vice-chair shall serve as liaison to the Athlete Representatives and the Athletes Committee, and shall be responsible to see that the Athlete Representatives appointments are conducted in accordance with these Bylaws.
.4 AGE GROUP VICE-CHAIR - The Age Group Vice-chair shall chair and have general charge of the affairs and property of the Division that develops and conducts the age group and other developmental swimming programs of SNS .
.5 FINANCE VICE-CHAIR - The Finance Vice-chair is the chief financial officer of SNS. The Finance Vice-chair shall chair and have general charge of the affairs and property of the division that includes the Treasury function; the development and implementation of an investment program for SNS's working capital, funded reserves and endowment funds; and the development and implementation of a marketing and fund-raising plan for SNS. The Finance Vice-chair, with the assistance of the Finance Committee, shall prepare an annual budget for SNS's operations and present the budget for approval by the Board of Directors and the House of Delegates. In addition, the Finance Vice-chair shall cause to be conducted the audit required pursuant to Section 8.5 and shall review, or shall cause the Finance Committee to review, the annual audit report and recommend acceptance and appropriate action, if any, with regard thereto by the Board of Directors and the House of Delegates. The Finance Vice-chair is responsible for the adequacy of SNS's system of internal financial and accounting controls. The Finance Vice-chair is the chair of the Finance and Budget Committees. Together with the Treasurer, the Finance Vice-chair is ultimately responsible for SNS's compliance with Section 8.4.
.6 SECRETARY - The Secretary, or a delegate, shall be responsible for keeping a record of all meetings of the House of Delegates and Board of Directors, conducting official correspondence, issuing meeting and other notices and making such reports to USA-S as are required by Article 8 of these Bylaws and shall perform the other duties incidental to the office of Secretary. The Secretary shall be custodian of the records of SNS, and attest the execution of all duly authorized instruments. The Secretary shall cause to be kept copies of all minutes, official correspondence, meeting and other notices, and any other records of SNS.
.7 TREASURER - The Treasurer shall be the principal receiving and disbursing officer of SNS. Except as otherwise directed by the Finance Vice-chair, the Finance Committee or the Board of Directors, the Treasurer shall receive all moneys, incomes, fees and other receipts of SNS and pay all bills, salaries, expenses and other disbursements approved by an authorized officer, committee chair, coordinator, the Finance Vice-chair, the Finance Committee, the Board of Directors or the House of Delegates, or required to be paid pursuant to Section 10.3.12. When authorized by the Board of Directors, income and expenses may be received and paid by a division, officer, or committee or coordinator, provided that the division, officer committee or coordinator promptly submits to the Treasurer an itemized report, duly attested by the division, officer, committee chair or coordinator and either within the approved budget of such division, officer, committee or coordinator, or authorized by the Board of Directors or the House of Delegates. The Treasurer shall be a member of the Finance Committee but may not be its chair. The Treasurer shall issue a monthly report listing the current budget variances by line item, all receipts, all expenditures and the current fund and account balances for the preceding month and for the fiscal year to date, together with such other items as the Finance Vice-chair, the Finance Committee, the General Chair or the Board of Directors may direct. The Treasurer shall:A have charge of and supervision over and be responsible for the funds, moneys, securities and other financial instruments of SNS;
B cause the moneys, securities and other financial instruments of SNS to be deposited in the name and to the credit of SNS in such institutions as shall be designated in accordance with Section 6.11 or to be otherwise invested as the Finance Vice-chair, the Finance Committee or the Board of Directors may direct;
C cause to be appropriately segregated and accounted for any endowment funds, scholarship or award funds and any similar special purpose funds or accounts;
D cause the funds of SNS to be disbursed by checks or drafts, automated debits or wire transfers upon the authorized depositories of SNS, and obtain and preserve proper vouchers for all moneys disbursed;
E cause to be kept in the safe-keeping of the Treasurer, correct books of account and other financial records of all its affairs and transactions and such duplicate books of account as the Board of Directors, the Finance Vice-chair, the Finance Committee or the Treasurer shall determine, such custody of the books and records shall be as a fiduciary for SNS and custody and fiduciary state shall end when the Treasurer leaves office and passes them on to the successor Treasurer;
F upon request and at reasonable hours cause such books or duplicates thereof to be exhibited to any member of the Board of Directors and upon application and at reasonable hours cause the monthly financial reports and the annual audited financial statement to be exhibited to any member of SNS or USA-S;
G cause SNS to be in compliance with the requirements of Section 8.4;
H have the power to require from the officers, committee chairs, coordinators, staff or agents of SNS reports or statements giving such information as the Treasurer may determine to be appropriate or helpful with respect to any and all financial transactions of SNS;
I make the books and records available and otherwise fully cooperate with those conducting the annual audit of accounts of SNS and cause the preparation and timely filing of all required federal, state and local tax returns, and other financial and tax reports with the applicable government official, and forward a copy of the annual financial statement and audit report and any federal tax return to the Secretary for submission to the Board of Directors and USA-S national headquarters in accordance with Sections 8.2 and 8.3;
J have the power to appoint one or more assistant treasurers and delegate to them one or more of the Treasury functions, or parts thereof; and
K in general, perform all the other duties incident to the corporate treasury function..8 ATHLETE REPRESENTATIVES - The Athlete Representatives shall serve as the liaison between the athletes who are members of SNS and the Board of Directors and House of Delegates. The Senior Athlete Representative shall chair the Athlete's Committee.
.9 COACH REPRESENTATIVES - The Coach Representatives shall serve as a liaison between the coaches who are members of SNS and the Board of Directors and House of Delegates. The Senior Coach Representative shall chair the Coaches' Committee.
.10 AT-LARGE BOARD MEMBERS - In addition to their inherent powers and duties as members of the Board of Directors, the At-Large Board Members shall have such powers and duties as may be delegated to them in the SNS Policies and Procedures Manual, and by the General Chair, the Board of Directors or the House of Delegates.
.11 SNS DELEGATES TO USA-S HOUSE OF DELEGATES -A Officer and Representative Delegates - It shall be the duty and privilege of the General Chair, the Administrative Vice-Chair, the Age Group Vice-chair, the Senior Vice-chair, the Senior Athlete Representative and the Senior Coach Representative to attend the USA-S annual meeting as representatives of SNS and voting delegates to the USA-S House of Delegates. Junior Athlete Representative(s) may also attend, at the discretion of the General Chair and the Board of Directors.
B Officer Delegate Alternates - If any officer delegate is unable to attend, the elected alternate, if any, shall attend instead. If there are no elected alternates or the elected alternates are unable to attend, the General Chair, with the advice and consent of the Board of Directors, shall appoint alternates who shall attend the USA-S annual meeting as delegates representing SNS.
C Athlete Representative Alternates - If an athlete delegate is unable to attend, the Athlete Representative next most senior in term of office shall attend. If seniority cannot be established or there remain no additional Athlete Representatives or alternates able to attend, the General Chair, with the advice and consent of the Board of Directors, shall designate one or more Athlete Members to attend as a representative of SNS.
D Coach Representative Alternates - If the Senior Coach Representative is unable to attend the USA-S annual meeting, then the other Coach Representative shall attend, and if neither Coach Representative is able to attend, then the General Chair, with the advice and consent of the Board of Directors, shall designate a Coach Member to attend as a representative of SNS.
6.8 RESIGNATIONS - Any officer may resign by orally advising the General Chair or by submitting a written resignation to the Board of Directors specifying an effective date 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.
6.9 VACANCIES AND INCAPACITIES -
.1 OFFICE OF GENERAL CHAIR - In the event of a vacancy in the office of General Chair, or of the General Chair's temporary or permanent incapacity, the Administrative Vice-chair shall become the Acting General Chair until an election can be held at the next meeting of the House of Delegates to fill the remaining term, if any, of the former General Chair, or until the General Chair ceases to suffer from any temporary incapacity. While serving as Acting General Chair, the Administrative Vice-chair shall vacate the office of Administrative Vice-chair, except in the case of the General Chair's temporary incapacity. If the General Chair is to be absent from the Territory, the General Chair may, but is not obligated to, designate the Administrative Vice-chair as Acting General Chair for the duration of the absence.
.2 OFFICES OF ATHLETE OR COACH REPRESENTATIVES - In the event of a vacancy in the office of Athlete Representative or Coach Representative, or of the permanent incapacity of a person holding the office of Athlete Representative or Coach Representative, the General Chair may appoint, with the advice and consent of the Board of Directors, an Athlete Member or a Coach Member, as the case may be, to serve the remainder of the term of office.
.3 OTHER OFFICES - In the event of a vacancy in, or permanent incapacity of the person holding, any office other than General Chair, Athlete Representative, Coach Representative or member of the Board of Review, the General Chair shall appoint a successor, with the advice and consent of the Board of Directors, to serve until the next regularly scheduled meeting of the House of Delegates. In the event of a temporary incapacity, the General Chair may designate, with the advice and consent of the Board of Directors, an Individual Member to act for the incapacitated officer for the duration of the incapacity.
.4 DETERMINATION OF VACANCY OR INCAPACITY - The determination of when an office becomes vacant or an officer becomes incapacitated shall be within the discretion of the Board of Directors or the House of Delegates with, in the case of a Athlete Representative or a Coach Representative, the advice and consent of the Athletes Committee or the Coaches Committee, respectively. The determination as to when the General Chair is temporarily incapacitated shall be made, where the circumstances permit, by the General Chair and otherwise shall be within the discretion of the Board of Directors, subject to any subsequent action by the House of Delegates.
6.10 OFFICERS' POWERS GENERALLY -
.1 AUTHORITY TO EXECUTE CONTRACTS, ETC.- The General Chair, Administrative Vice-chair and Finance Vice-chair each may sign and execute in the name of SNS deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the SNS Policies and Procedures Manual, the Board of Directors or the House of Delegates, 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. Standing resolutions of the Board of Directors or the House of Delegates may provide additional signing authority.
.2 ADDITIONAL POWERS AND DUTIES - Each officer shall have other powers and perform other duties as may be prescribed in SNS's Policies and Procedures Manual or by the House of Delegates, the Board of Directors, the General Chair, the respective division Vice-chair, the delegating officer or these Bylaws. The division Vice-chairs shall have the additional duties and powers set forth in Section 7.1 and 7.5.
.3 DELEGATION - Officers of SNS may delegate any portion of their powers or duties to another Individual Member or to a committee composed of Individual Members, except that neither the Finance Vice-chair nor the Treasurer may delegate duties to the other without the consent of the Board of Directors. In addition, the authority to sign checks, drafts, orders of withdrawal or wire transfers shall not be delegated other than by the Board of Directors. A delegation of powers or duties shall not relieve the delegating officer of the ultimate responsibility to see that these duties and obligations are properly executed or fulfilled.
.4 ASSISTANT AND DEPUTY OFFICERS - The House of Delegates or the Board of Directors may by resolution or SNS's Policies and Procedures Manual create the office of deputy to one or more of the elected officers. The resolution or the Policies and Procedures Manual shall indicate the method of election or appointment and define the duties and powers of the respective deputies, which may include the power to act for the officer when the officer is out of the Territory or temporarily incapacitated. The elected officers may appoint one or more assistant officers and define their respective duties.
6.11 DEPOSITORIES AND BANKING AUTHORITY -
.1 DEPOSITORIES, ETC. - All receipts, income, charges and fees of SNS 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 may select, or as may be selected by the Finance Committee or any officer or officers or agent or agents authorized to do so by the Board of Directors. Endorsements for deposit to the credit of SNS in any of its duly authorized depositories shall be made in the manner determined by the Finance Vice-chair, the Finance Committee or the Board of Directors. All funds of SNS not otherwise employed shall be maintained in the banks, trust companies, other depositories or custodians, investment companies or investment management companies designated by the Finance Vice-chair, the Finance Committee, the Board of Directors or any officer or officers or agent or agents authorized to do so by the Board of Directors.
.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 SNS shall be signed by the General Chair, the Treasurer or other officer or officers or agent or agents of SNS, and in the manner, as shall be determined by the Finance Vice-chair, the Finance Committee or the Board of Directors.
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