US Swim School Association Bylaws

ARTICLE 1: Purpose and Power

1.01         Name.  The name of this corporation is the United States Swim School Association (the “Corporation” or “USSSA”).

1.02         Purpose.  The Corporation’s purpose is to provide resources to assist its members in achieving their goals in the swim school business.

1.03         Powers.  The Corporation shall have all the powers granted to it by these Bylaws, the Articles of Incorporation, and all powers granted to non-profit corporations in the State of Arizona.

1.04         No Inure.  This Corporation is and shall continue to operate as a business league trade association not organized for profit, and no part of its net earnings, if any, shall inure to the benefit of any private individual.  In the event of the dissolution of the Corporation, the net assets shall be distributed only to a successor organization of similar nature and purpose, or some other not for profit organization or organizations, designated by the Board of Directors, to promote the common interests of swim schools.

1.05         Endowments/Scholarship.  The Corporation may act as trustee for scholarships, endowments, or trusts of a philanthropic nature.

1.06         No Beneficial Interest.  This Corporation will not have or issue any shares of stock.  No dividends will be paid and no part of the income of this Corporation will be distributed to its members, directors, or officers.  However, this Corporation may pay compensation in a reasonable amount to members, officers, or directors for services rendered.

1.07         Loans to Management.  The Corporation will make no loans to any of its directors or officers or to any of its key management or other personnel.

article 2: Offices AND STATUTORY AGENT

2.01         Principal Office.  The principal office of the Corporation in the State of Arizona shall be located in the County of Maricopa in the State of Arizona, at PO Box 17208, Fountain Hills, Arizona, 85269.

2.02         Additional Offices.  The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

2.03         Statutory Agent.  The Corporation shall continuously maintain in the State of Arizona a statutory agent in accordance with the requirements of the Arizona Nonprofit Corporation Act.  The statutory agent may be changed from time to time by the Board of Directors.

 

ARTICLE 3: MEMBERS

3.01         Qualifications.  A member of this Corporation must be either a swim school or a person employed by or affiliated with the swim school industry.  A “swim school” is defined as a for-profit enterprise organized for the primary or secondary purpose of teaching swimming that derives at least 80% of its income from child driven programs.  A publicly traded corporation cannot be a member.

3.02         Application and Membership Year.  Application for membership must be made through the office of the Corporation.  The Board of Directors may determine from time to time the process for submitting, reviewing, and approving applications for membership and the starting and ending dates for each membership year.

3.03         Initiation Fees and Annual Dues.  The Board of Directors may determine from time to time the amount of initiation fees and annual dues, if any, payable to the Corporation by its members.  Separate and different initiation fees and annual dues may apply to each class of membership.

3.04         Classes of Membership.  The Corporation may have multiple classes of membership, and each class of membership may have different rights and obligations.  One class of membership shall be that of Swim School Members.  A Swim School Member shall be a swim school, as that term is defined in section 3.01.  A Swim School Member shall have one vote on each matter that these Bylaws provide shall be voted on by the Swim School Members or any other matter that the Board of Directors determines shall be voted on by the Swim School Members.  Each Swim School Member must notify the Corporation in writing of the identity of the individual who shall cast votes on its behalf.  The Board of Directors may from time to time establish additional classes of membership, but any class of membership other than Swim School Members shall have no voting rights.  All other rights and obligations of any class of membership established by the Board of Directors shall be determined by the Board of Directors.  No membership classification may be based on or affected by race, sex, age, marital status, religion, or handicap.

3.05         Termination, Expulsion, and Suspension.

(a)       Membership in this Corporation shall be terminated upon the occurrence of any of the following:

(1)       Written resignation by the member that is delivered to the Corporation, which shall be effective upon receipt by the Corporation unless a later date is specified in such resignation.  Provided, however, that the resignation of a member does not relieve that member from any obligations the member may have to the Corporation as a result of obligations incurred or commitments made prior to resignation.

(2)       Non-payment of initiation fees, annual dues, or any other assessment owed by the member to the Corporation by the due date established by the Corporation or the Board of Directors for payment of the fees, dues, or assessment owed.

(3)       Death of the member.

 

(4)       Dissolution of the swim school entity that qualified the member for membership in the Corporation.

(5)       The member, at any time during the membership year, fails to satisfy any of the qualifications for membership set forth in this article.

(b)       The Board of Directors may suspend or expel a member for cause by the affirmative vote of two-thirds its members present at any regular or special meeting where there is a quorum.  Within 10 business days after any suspension or expulsion is imposed, the Board of Directors shall provide the affected member with (i) written notice of the suspension or expulsion and the reasons therefore, and (ii) the opportunity to be heard, either orally or in writing, on the suspension or expulsion.  If, after providing the affected member with the opportunity to be heard, the Board of Directors determines that it erred in suspending or expelling the affected member, the Board of Directors may rescind the suspension or expulsion by the affirmative vote of two-thirds of all of its members.

3.06         Reinstatement.  The Board of Directors may reinstate the membership of a former member on such terms and conditions as the Board of Directors deems appropriate.  Provided, however, that a former member who was expelled or terminated for an ethics issue must wait three years before reapplying for membership in the Corporation and may only be reinstated upon an affirmative vote of two-thirds of the members of the Board of Directors present at any regular or special meeting where there is a quorum.

3.07         No Property Rights.  No member, officer, or director shall have any right, title, or interest in any of the property or assets of the Corporation, nor shall any property or assets of the Corporation be distributed to any member on the dissolution or winding up of the Corporation.

3.08         Liability of a Member.  No member of the Corporation shall be personally liable to third parties for the acts, debts, liabilities, or obligations of the Corporation.  This provision does not prevent a member from becoming liable to the Corporation for dues, assessments, and fees authorized or imposed by the Corporation and owed by the member to the Corporation.

3.09         Transfer of Membership.  Except as expressly authorized by these Bylaws, no member of this Corporation may transfer or assign its membership or any right arising from that membership.  In the event that ownership of a swim school that is a Swim School Member is legally transferred to a new person or entity, the Swim School Membership of that swim school is transferable and assignable to the transferee of the swim school, provided that the swim school continues to meet all of the qualifications for membership set forth in this article.

ARTICLE 4: MEETINGS OF MEMBERS

4.01     Annual Meeting.  The Corporation is not required to hold an annual membership meeting.  At the sole discretion of the Board of Directors, the Corporation may hold an annual membership meeting during any membership year.  The Board of Directors shall have discretion to fix the date, time, and place of any such meeting.

4.02     Special Meetings.  The Corporation shall hold a special meeting of its members if either (i) a majority of the Board of Directors votes to call a special meeting, or (ii) 10% or more of the Swim School Members sign, date, and deliver to the Board of Directors or any officer of the Corporation one or more written demands for a special meeting describing the purpose or purposes for which the meeting is to be held.  A special meeting called by the members shall be held on a date not less than 10 nor more than 60 days after the written demand is delivered to the Corporation’s Board of Directors or one of the Corporation’s officers, unless the members requesting the meeting designate a later date in their written demand.  The Corporation may conduct only those matters at a special meeting of the members that are within the purpose or purposes described in the meeting notice required by section 4.05 below.

4.03     Regular Meetings.  The Corporation may, at the sole discretion of the Board of Directors, hold regular membership meetings at dates, times, and places fixed by the Board of Directors.

4.04     Place of Meetings.  Annual, special, and regular meetings of the members of the Corporation may be held within or without the State of Arizona.

4.05     Notice of Meetings.

            (a)       For any annual, special, or regular meeting, written notice stating the date, time, and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member of record entitled to vote at such meeting at least 10 days but no more than 30 days before the meeting date.  Delivery may be accomplished by hand delivery, first class mail, email, or posting notice on the Corporation website.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at its address as it appears on the books of the Corporation, with postage thereon prepaid.

            (b)       A member, either before or after a members’ meeting, may waive notice of the meeting, and the member’s waiver shall be deemed the equivalent of giving notice.  The waiver shall be in writing, be signed by the member entitled to notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A member’s attendance at a members’ meeting waives (i) objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) 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 at the time it is presented.

4.06     Notice of Adjourned Meetings. When any annual, special, or regular meeting of the Corporation’s members is adjourned to another date, time, or place, it shall not be necessary to give any notice of the adjourned meeting if the date, time, and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in the preceding section to each member of record on the new record date that is entitled to vote at such meeting.

4.07     Record Date for Determining Members Entitled to Notice and Vote. 

            (a)       The Board of Directors may fix the record date for determining the members entitled (i) to notice of a members’ meeting, (ii) to vote at a members’ meeting, or (iii) to exercise any rights in respect of any other lawful action.  The record date fixed by the Board of Directors shall not be less than 5 days nor more than 30 days before the date of the meeting.  If the Board of Directors fails to fix the record date before the first notice of the meeting is delivered, then the record date shall be the date on which the first notice of the meeting is delivered.

            (b)       When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for that adjourned meeting.  The Board of Directors shall fix a new date for determining the right to notice of or the right to vote if the meeting is adjourned to a date that is more than 70 days after the record date for determining members entitled to notice of the original meeting.

4.08     Member Quorum and Voting.

            (a)       Members, present or represented by proxy, holding more than 10% of the votes entitled to be cast at a members’ meeting, shall constitute a quorum at that meeting.

            (b)       If a quorum is present (either in person or by proxy), the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members unless otherwise provided by law.

            (c)       After a quorum has been established at a members’ meeting, the subsequent withdrawal of members, so as to reduce the number of members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

4.09     Action by Written Ballot.

            (a)       Any action that the Corporation may take at any annual, special, or regular meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter.

            (b)       A written ballot shall:

            (1)       Set forth each proposed action.

            (2)       Provide an opportunity to vote for or against each proposed action.

            (c)       Other than a written ballot for the election of a director, an action by written ballot is valid only if both:

            (1)       The number of votes cast by ballot is equal to or greater than 10% of the votes entitled to be cast on the matter.

            (2)       The action is approved by a majority of the votes actually cast on the matter.

            (d)       Other than a written ballot for the election of a director, all solicitations for votes by written ballot shall:

            (1)       Indicate the number of responses needed to meet the quorum requirements.

            (2)       State the percentage of approvals necessary to approve each matter.

            (3)       Specify the time by which a ballot must be delivered to the Corporation in order to be counted, which time shall not be less than three days after the date the Corporation delivers the ballot.

            (e)       A written ballot shall not be revoked once delivered to the Corporation.

4.10     Action by Written Consent.

            (a)       Any action required by law, these Bylaws, or the Articles of Incorporation of this Corporation to be taken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members entitled to vote on the matter.

            (b)       Within 10 days after obtaining such authorization by written consent, notice shall be given to those members who have not consented in writing.  The notice shall fairly summarize the material features of the authorized action.

ARTICLE 5:  DIRECTORS

5.01     Function.  The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the laws of the State of Arizona, the Articles of Incorporation, and these Bylaws.

5.02     General Powers.  Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of the State of Arizona, the powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Directors.

5.03     Qualifications.  The qualifications for becoming and remaining a director of this Corporation are:

            (a)       A director must have been a member of the Corporation for a period of at least three years prior to his or her election as a director.

            (b)       A director need not be a resident of the State of Arizona.

5.04   Duties of Directors.

            (a)       A director shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

            (b)       In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements—including financial statements and other financial data—if prepared or presented by any of the following:

            (1)       One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.

            (2)       Legal counsel, public accountants, or other persons as to matters the director reasonably believes to be within such person’s professional or expert competence.

            (3)       A committee of or appointed by the Board of Directors of which the director is not a member if the director reasonably believes the committee merits confidence.

            (c)       A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

            (d)       A director is not liable for any action taken as a director or any failure to take any action if the director’s duties were performed in compliance with this section.

5.05     Number and Composition.  The Board of Directors of this Corporation shall consist of the President of the Corporation, the Vice-President of the Corporation, and no less than 5 and no more than 9 additional directors (hereinafter referred to as “directors at large”).  The number of directors at large may be increased or decreased from time to time by action of the members or the Board of Directors, but the number of directors at large shall never be less than 5 and shall always be an odd number.  No decrease in the number of directors at large shall have the effect of shortening the term of any incumbent director.

5.06     Term.  Other than the initial directors, each director at large shall hold office for a three-year term to which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death.  The President and Vice-President shall hold office for a two-year term to which they are elected and until their respective successors shall have been elected and qualified or until their earlier resignation, removal from office, or death.  The term of the initial directors expires at the time of the first election.

5.07     Election of Directors. 

            (a)       Initial Board of Directors.  Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of members and until his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.

            (b)       Subsequent Elections.  Beginning with the first annual meeting of members, the Swim School Members shall elect the President, the Vice-President, and all of the directors at large.  Thereafter, the Vice-President of the Corporation will automatically succeed to a term as President on the conclusion the preceding President’s term in office.  If, for any reason, the Vice-President fails to succeed to a term as President on the conclusion of the preceding President’s term in office, the members shall elect a new President.  At the expiration or earlier termination of a Vice-President’s term in office, the Swim School Members shall elect a new Vice-President.  At the expiration or earlier termination of the term in office of a director at large, the Swim School Members shall elect a new director at large.  Unless the Board of Directors chooses to hold the election at an annual meeting of members, the election of President, Vice-President, and directors at large shall be accomplished by written ballot, as further described in this Article.  Nothing in this section shall be interpreted as preventing a director at large from running for and holding consecutive terms in office as a director at large.

            (c)       Process for Election by Written Ballot.

            (1)       The Board of Directors shall appoint a time during each membership year for the election of directors.  If, during a given membership year, there are no directors whose terms expire and there are otherwise no vacancies on the Board of Directors that need to be filled, no election shall be held during that membership year.

            (2)       In any membership year during which an election of directors is held by written ballot, the Corporation shall deliver the written ballot by a uniform method of delivery to every Swim School Member that is a member as of the record date for the election.  The Board of Directors shall fix the record date for each election, and the record date fixed by the Board of Directors shall not be less than 5 days nor more than 30 days before the date that the written ballots are delivered to the members entitled to vote in the election.  If the Board of Directors fails to fix the record date before the written ballots are delivered, then the record date shall be the date on which the written ballots are delivered.

            (3)       The written ballots delivered to the Swim School Members entitled to vote in an election of directors shall contain the following information:

            (i)        If only one seat on the Board of Directors is up for election, the written ballot shall list the name of each qualified candidate who has timely notified the Board of Directors of his or her desire to be listed on the ballot as a candidate for the directorship and provide the voter with an opportunity to vote for the candidate of the voter’s choice.  The Board of Directors shall from time to time establish the procedures and deadlines to be followed by potential candidates for directorships in notifying the Board of Directors of their desire to be listed on the ballot.  If the seat on the Board of Directors up for election is that of President or Vice-President of the Corporation, the ballot shall fairly inform the members entitled to vote that the directorship being voted on is for the office of President or Vice-President of the Corporation, as the case may be.

            (ii)       If more than one seat on the Board of Directors is up for election but none of those seats is that of President or Vice-President of the Corporation, the written ballot shall list together the names of each qualified candidate who has timely notified the Board of Directors of his or her desire to be listed on the ballot as a candidate for the office of director at large and provide the voter with an opportunity to vote for the candidates of the voter’s choice.  The total number of candidates voted for on any one ballot shall not exceed the total number of seats for the office of director at large up for election.  The Board of Directors shall from time to time establish the procedures and deadlines to be followed by potential candidates in notifying the Board of Directors of their desire to be listed on the ballot as candidates for the office of director at large.

            (iii)      If more than one seat on the Board of Directors is up for election and one or more of those seats is that of President or Vice-President of the Corporation, the written ballot shall separately list (i) the names of each qualified candidate who has timely notified the Board of Directors of his or her desire to be listed on the ballot as a candidate for the office of President (if one of the seats up for election is that of President), (ii) the names of each qualified candidate who has timely notified the Board of Directors of his or her desire to be listed on the ballot as a candidate for the office of Vice-President (if one of the seats up for election is that of Vice-President), and (iii) the names of each qualified candidate who has timely notified the Board of Directors of his or her desire to be listed on the ballot as a candidate for the office of director at large (if one or more of the seats up for election is that of a director at large).  The ballot shall provide the voter with an opportunity to vote for no more than one candidate for President (if one of the seats up for election is that of President); no more than one candidate for Vice-President (if one of the seats up for election is that of Vice-President); and a total number of candidates for the office of director at large that does not exceed the total number of seats on the Board of Directors for the office of director at large that are up for election (if one or more of the seats up for election is for the office of director at large).  The Board of Directors shall from time to time establish the procedures and deadlines to be followed by potential candidates for directorships (including the offices of President, Vice-President, and director at large) in notifying the Board of Directors of their desire to be listed on the ballot.

            (iv)      The written ballot shall specify the time by which a ballot must be delivered to the Corporation in order to be counted, which time shall not be less than three days after the date the Corporation delivers the ballot to the members entitled to vote.

            (4)       When the written ballots are tabulated, the directorships up for election shall be filled as follows:

(i)        If only one seat on the Board for the office of director at large is up for election, the candidate receiving the highest number of votes for that office shall be elected a director at large and shall fill that seat.

(ii)       If more than one seat on the Board for the office of director at large is up for election, the candidates receiving the highest number of votes for that office shall be elected in order as directors at large until all open seats for that office have been filled.

(iii)      If the seat on the Board of Directors for the President of the Corporation is up for election, the candidate for President receiving the highest number of votes shall be elected as President of the Corporation and shall fill that seat.

(iv)      If the seat on the Board of Directors for the Vice-President of the Corporation is up for election, the candidate for Vice-President receiving the highest number of votes shall be elected as Vice-President of the Corporation and shall fill that seat.

5.08     Vacancies.  Any premature vacancy occurring in the Board of Directors prior to an election by the members, other than a premature vacancy in the office of President of the Corporation, may be filled by the affirmative vote of a majority of the remaining directors.  If a premature vacancy occurs in the office of President of the Corporation, the Vice-President of the Corporation shall immediately succeed to the office of President, and the resulting vacancy in the office of Vice-President may be filled by the affirmative vote of a majority of the remaining directors.  A director appointed by the Board of Directors to fill a vacancy in the office of Vice-President or director at large shall hold office only until the next scheduled election of directors by the membership, and the interim director shall have the right to run for a consecutive term in the office he or she was appointed to fill.

5.09     Termination of Director.  Membership in the Board of Directors will be terminated in this Corporation on the occurrence of any of the following events:

            (a)       Receipt by the Board of Directors of the written resignation of a director executed by such director.

            (b)       The death of the director.

            (c)       Two-thirds vote of the directors entitled to vote at any special or general meeting of the Directors in which a quorum is present.

            (d)       In a meeting of members called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of a two-thirds majority of the members then entitled to vote at an election of directors.

            (e)       Failure to attend two-thirds of the regular and special meetings of the Board of Directors within any 6 month period.

ARTICLE 6:  MEETINGS AND ACTION OF THE BOARD OF DIRECTORS

6.01     Regular Meetings.  The Board of Directors shall meet at least once annually during the month of September, October, or November at such date, time, and place as may be directed by the Board of Directors.

6.02     Special Meetings.  Special meetings of the Board of Directors may be called upon 5 days’ written notice by any of the following:

            (a)       The Board of Directors

            (b)       The President or any other officer of the Corporation

            (c)       10% or more of the Swim School Members

6.03     Meeting by Conference Telephone.  Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

6.04     Place of Meetings.  Regular and special meetings by the Board of Directors may be held within or without the State of Arizona.

6.05     Time, Notice, and Call of Meetings.

            (a)       Written notice stating the date, time, and place of regular Board meetings shall be provided annually by the Executive Director to each member of the Board of Directors by no later than January 30.   Any changes to the date, time, or place of a regular Board meeting shall be communicated to each member of the Board of Directors by email sent not less than five days prior to the meeting to the email address for each Board member on file with the Corporation.

            (b)       Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting.  A waiver may be communicated by email and may be signed using an electronic signature as defined in A.R.S. § 44-7002.  A director’s attendance at or participation in a meeting shall constitute a waiver of notice of such meeting unless the director at the beginning of the meeting or promptly on the director’s arrival at the meeting 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.

            (c)       Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

            (d)       A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another date, time, and place.  Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the date, time, and place of the adjourned meeting is announced at the time of the adjournment, to the other directors.

6.06     Quorum and Voting.  A majority of the number of directors in office immediately before a meeting shall constitute a quorum for the transaction of business of the Corporation.  If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors.

6.07   Presumption of Assent.  The right of dissent or abstention is not available to a director who votes in favor of an action taken by the Board of Directors.  A director of the Corporation who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action unless either:

(a)       The director objects at the beginning of the meeting or promptly on the director’s arrival to holding it or transacting business at the meeting.

(b)       The director’s dissent or abstention from the action taken is entered in the minutes of the meeting.

(c)       The director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation before 5:00 p.m. mountain standard time on the next business day after the meeting.

6.08     Action without a Meeting.   Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if one or more written consents describing the action taken is signed by all of the directors or all the members of the committee, as the case may be, and filed in the minutes of the proceedings of the Board or of the committee.  Such consent shall have the same effect as a meeting vote and may be described as such in any document.  Action taken under this section is effective when the last director or committee member, as the case may be, signs the consent, unless the consent specifies a different effective date.  Any director or committee member may revoke a consent by delivering a signed revocation of the consent to the President or the presiding officer of the committee, as the case may be, before the date the last director or committee member signs the consent.  For purposes of this section, a consent may be signed using an electronic signature as defined in A.R.S. § 44-7002 and delivered using email.

ARTICLE 7: OFFICERS

7.01     Identification and Election.  The officers of this Corporation shall consist of a President, Vice-President (president-elect), Secretary, Treasurer, and any other officers appointed by the Board of Directors.  The President and Vice-President shall be elected by the Swim School Members, as described in Article 5 of these Bylaws.  All other officers shall be appointed by the Board of Directors.  The same individual may simultaneously hold more than one office in the Corporation, except for the offices of President and Treasurer.  The failure to elect an officer shall not affect the existence of this Corporation.

7.02     Duties.   The officers of this Corporation shall have the following duties:

            (a)       President.

(1)       The President shall be the chief executive officer of the Corporation; shall in general supervise, control, and manage all the business affairs of the Corporation, subject to the directions of the Board of Directors; and shall preside at all meetings of the members and Board of Directors.

(2)       The President is authorized to maintain on file with the Arizona Corporation Commission an up-to-date listing of the Corporation’s registered office and registered agent and, further, is specifically authorized to change said registered office and agent from time to time as may be required in the Corporation’s interest.  All statements and other documents required for these purposes may be signed by the President on behalf of the Corporation.

            (b)       Vice-President.  The Vice-President shall perform the duties of the President in his or her absence or if the President is unable or unwilling to perform.  When so acting, the Vice-President shall have all the powers of and be subject to all the restrictions upon the President.  The Vice-President shall perform such other functions as may be assigned to him or her, from time to time, by the President or the Board of Directors.

            (c)       Treasurer.  The Treasurer shall have access to all financial records in order to review and provide analysis of financial reports and to provide financial oversight to the Board of Directors.  The Treasurer shall perform such other functions as may be assigned to him or her, from time to time, by the President or the Board of Directors.

            (d)       Secretary.  The secretary shall record the business of each meeting and keep such records in order.  These duties include responsibility for preparing minutes of the directors’ and members’ meetings and for authenticating records of the Corporation.  The Secretary shall perform such other functions as may be assigned to him or her, from time to time, by the President or the Board of Directors.  If the Board of Directors fails to appoint a Secretary, the Executive Director shall act as Secretary until another person is appointed as Secretary.

            (e)       Whenever an officer is absent or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer or officers to any other officer or officers (including the Executive Director) or to any director or directors.

7.03     Removal of Officers.

            (a)       Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby.

            (b)       Any officer or agent elected by the members may be removed from office pursuant to any of the procedures or under any of the circumstances provided for in Article 5 of these Bylaws governing the termination of a director.

            (c)       Any vacancy, however occurring, in any office may be filled by the Board of Directors.

            (d)       An officer’s removal does not affect the officer’s contract rights, if any, with the Corporation; provided, however, that the appointment of an officer does not itself create contract rights.

7.04     Terms of Office and Eligibility.

            (a)       President.  The term of office of the President shall be 2 years.  The President must be a current or past Board member in order to be eligible to hold the office.

            (b)       Vice-President.  The term of office of the vice-president shall be 2 years after which time he or she will succeed to a term as president.  The Vice-President must be a current or past Board member in order to be eligible to hold the office.

            (c)       Additional Officers.  The term of office of other officers (other than Executive Director) shall be 2 years, unless otherwise directed by the Board of Directors.

7.05     Resignation.  An officer may resign at any time by delivering notice to the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event.  If a resignation is made effective at a later date or event and the Corporation accepts the later effective date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.  An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

ARTICLE 8: COMMITTEES

8.01     Executive Committee. 

            (a)       Creation and Appointment of Members.  The Board of Directors may create and appoint a standing Executive Committee that shall consist of the President, Vice-President, and three other members of the Board to equal five total members.  Other officers of the Corporation and the Executive Director may also be appointed to the Executive Committee as ex-officio, non-voting members.  The creation of the Executive Committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken.  Each member of the Executive Committee shall serve at the pleasure of the Board of Directors.  The Board of Directors may designate one or more directors as alternate members of the Executive Committee who may replace any absent member at any meeting of the committee.

 (b)      Authority of Committee.  The Executive Committee shall consider and act on all questions referred to it by the Board of Directors and, except as limited in these Bylaws, shall exercise the authority of the Board of Directors in emergencies when it is not practical to convene a meeting of the Board of Directors.  All business transacted by the Executive Committee will be reported to the Board of Directors in writing as soon as possible after the committee takes action and, at the very latest, shall be reported at the next meeting of the Board of Directors.  The presiding officer shall designate a member of the committee to serve as clerk with responsibility for keeping the minutes of each meeting and a record of each action of the Executive Committee.

(c)       Notice of Meetings.  There shall be no specified period of time for providing notice to committee members of the date, time, and place of an Executive Committee meeting, and a regular or special meeting of the Executive Committee may be convened without first providing advance notice in writing of the date, time, and place of the meeting so long as oral notice is given to the committee members, to the extent practicable under the circumstances.

            (d)       Quorum and Voting.  A quorum of the Executive Committee consists of four voting members of the Executive Committee.  If a quorum of the executive committee is present when a vote is taken, the affirmative vote of a majority of the voting committee members present is the act of the committee.  A voting committee member who is present at a meeting of the Executive Committee when an action is taken is deemed to have assented to the action taken unless either (1) the committee member objects at the beginning of the meeting or promptly on the director’s arrival to holding it or transacting business at the meeting, (ii) the committee member’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) the committee member delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the presiding officer of the committee before 5:00 p.m. mountain standard time on the next business day after the meeting.  The right of dissent or abstention is not available to a committee member who votes in favor of the action taken.

            (e)       Restriction on Actions.  The Executive Committee shall not take any of the following actions:

(1)       Authorize distributions.

(2)       Approve or recommend to members any action that requires members’ approval.

(3)       Fill vacancies on the Board of Directors or any of its committees.

(4)       Adopt, amend, or repeal these Bylaws.

(5)       Fix the compensation of directors for serving on the Board of Directors or any committee.

8.02     Other Committees.  Other committees not having and exercising the rights of the Board of Directors in the management of the Corporation may be designated by resolution of the Board of Directors.  The Board of Directors shall appoint the members of each such committee, and those members are not required to be members of the Corporation.

8.03     Term of Office.  Each member of a committee shall serve at the pleasure of the Board of Directors for such period of time as the Board of Directors may designate and until his successor is appointed, unless the committee shall be sooner terminated or unless such member shall be removed from such committee.

8.04     Chairman.  One member of each committee may be appointed in the same manner as members of the committee are appointed to serve as chairman of the committee.  The chairman shall be the presiding officer of the committee.  The President of the Corporation shall serve as chairman of the Executive Committee and, in the President’s absence, the Vice-President of the Corporation shall serve as chairman of the Executive Committee.

8.05     Vacancies.  Vacancies on any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.

8.06     Quorum and Voting.  Except for the Executive Committee and unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the total number of committee members appointed shall constitute a quorum.  If a quorum is present when a vote is taken, the affirmative vote of a majority of the committee members present is the act of the committee.

8.07     Rules.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or any other governing body of rules or law.

ARTICLE 9: STAFF

9.01     Executive Director.    

            (a)       The Board of Directors may employ an Executive Director who shall be an officer of the Corporation, have executive responsibility for the work of the Corporation, and have authority to select employees to fill positions created by the Board of Directors and to dismiss employees.

            (b)       The Executive Director shall have the following responsibilities:

                        (1)       The Executive Director shall be the chief executive of the Corporation and shall in general supervise, control, and manage all the business affairs of the Corporation, subject to the direction of the Board of Directors.

                        (2)       The Executive Director shall have executive responsibility for the work of the Corporation and shall have the authority to select employees to fill positions created by the Board of Directors and to dismiss employees.

                        (3)       The Executive Director shall attend all regular meetings of the Board and committee meetings when deemed necessary.

                        (4)       The Executive Director is authorized to maintain on file with the Arizona Corporation Commission an up-to-date listing of the Corporation’s registered office and registered agent and, further, is specifically authorized to change such registered office and agent from time to time as may be required in the Corporation’s interest.  All statements and other documents required for these purposes may be signed by the Executive Director on behalf of the Corporation.

                        (5)       The Executive Director shall be authorized to execute contracts and agreements in the name of the Corporation.

                        (6)       The Executive Director shall sign all notes, drafts, or bills of exchange, warrants, or other orders for payment of money duly drawn on behalf of the Corporation.

9.02     Director Evaluations.  The Board of Directors may make annual evaluations of the performance of the Executive Director.

ARTICLE 10: BOOKS AND RECORDS

10.01   Books and Records.  

            (a)       This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors, and committees.

            (b)       This Corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its members, giving the name and addresses of all members, and the class of membership held by each.

            (c)       Any books, records, and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

10.02   Financial Information.

            (a)       Not later than four months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.

            (b)       The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation in this state and shall be kept for at least 6 years.

ARTICLE 11: INDEMNIFICATION

11.01   Indemnification.  To the extent indemnification is permitted by law, the Corporation shall indemnify any person who incurs expenses or liabilities by reason of the fact he or she is or was an officer, director, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise.

ARTICLE 12:  AMENDMENT

            12.01   Amendment or Repeal.  These Bylaws may be repealed or amended and new Bylaws may be adopted by either the Board of Directors or the members, but the Board of Directors may not amend or repeal any Bylaw adopted by members if the members specifically provide such Bylaw is not subject to amendment or repeal by the directors.