Manchester Youth Aquatics, Inc

Rev A 03-07-2007

Bylaws

of

Manchester Youth Aquatics, Inc.

ARTICLE ONE

NAME

Section 1.1 The name of the corporation is Manchester Youth Aquatics, Inc.

The corporation may do business under that name or under the name “Manchester Swim Club” or any other name that the board of directors approves. If the corporation does business under a name other than that set forth in its Articles of Incorporation, then the Company shall file a trade name certificate as required by law.

ARTICLE TWO

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Connecticut”.

ARTICLE THREE

OFFICES

Section 2.1 Principal Office.

The principal office of this corporation in the State of Connecticut shall be the home address of the current Head Coach Ron Anderson, 228 Gilead Street, Hebron, CT 06248.

The following P.O. Box is an additional address - P.O. Box 354, Manchester, CT 06045.

Section 2.2 Other Offices.

The corporation may have such other offices, either within or without Hartford County, Connecticut, as the board of directors may from time to time determine.

ARTICLE FOUR

PURPOSE

Manchester Youth Aquatics, Inc. (MYA) is a not-for-profit corporation and shall be operated exclusively for educational purposes to advance youth education in the area of aquatic sports. MYA serves the youth of the Town of Manchester, and surrounding towns by providing a competitive swimming program.

ARTICLE FIVE

LEAGUE GOVERNING BODIES

MYA shall belong to the Central Connecticut Winter Swim League (CCWSL), and shall follow the league rules, and shall employ coaches familiar with the league rules and regulations and who shall abide by the CCWSL rules and regulations.

MYA shall also participate in Connecticut Swimming (USA Swimming). Individual swimmers may participate in USA swimming at their option and at their additional expense.

ARTICLE SIX

MEMBERSHIP

Section 6.1 Classes of Membership.

The corporation shall have one class of members, and no more than one membership may be held by any one family. The rights and privileges of all members shall be equal. Each member shall be entitled to one vote.

Section 6.2 Qualifications.

Any family that pays the dues as provided below and that agrees to be bound by the certificate of incorporation of this corporation, by these bylaws, and by such rules and regulations as the board of directors may from time to time adopt, is eligible for membership in this corporation.

Section 6.3 Property Rights.

No member shall have any right, title, or interest in any of the assets, including any earnings or investment income of this corporation, nor shall any of such assets be distributed to any member on the corporation’s dissolution.

Section 6.4 Liability of Members.

No member of this corporation shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment.

Section 6.5 Transfer, Termination, and Reinstatement.

Membership in this corporation is nontransferable. Membership shall terminate on the resignation or death of a member, or on a member’s failure to pay the dues required in these bylaws within thirty (30) days of the due date. A member whose membership has been terminated may apply for reinstatement in the same manner as application is made for initial membership.

Section 6.6 Roster of Members.

The Secretary shall maintain a roster of members of the corporation.

ARTICLE SEVEN

MEMBERSHIP FEES AND DUES

Section 7.1 Initiation Fee and Annual Dues.

The board of directors shall determine from time to time the amount of the initiation fee, if any, and the amount of annual dues payable to the corporation by members.

(a) The board of directors shall charge reduced fees for a family with more than one child registered. The board of directors will determine the reduced fee structure prior to the registration date of each swim season.

(b) The board of directors shall set reduced fees for swimmers on high school swim teams who cannot participate in the complete annual swimming program.

(c) The board of directors may also charge additional fees for nonresidents of the Town of Manchester.

(d) The board of directors may also award full or partial scholarships based solely on financial need.

Section 7.2 Payment of Fees and Dues.

Dues shall be payable in advance on the day each swimmer is registered at the beginning of each swimming season. Dues of new swimmers shall be prorated from the first day of the month in which such new member is elected to membership for the remainder of the competitive year to the CCWSL championships, and shall be payable, together with any initiation fee at the time the new member is elected to membership.

Section 7.3 USA Swimming Fees.

Members may participate in USA swimming at their own expense, such expense being additional to the memberships due pursuant to section 7.1 of these bylaws.

Section 7.4 Default and Termination of Membership.

When any member shall be in default in the payment of fees or dues for a period of 30 days from the beginning of the fiscal year or period in which such dues become payable, that person’s membership may be terminated by the board of directors.

ARTICLE EIGHT

MEETINGS OF MEMBERS

Section 8.1 Annual Meeting.

An annual meeting of members shall be held not later than one month after the CCWSL championship meets for the purpose nominating and/or electing members to the board of directors and officers, and for the transaction of other business as may be submitted to the membership by the board of directors.

If the election shall not be held on the day designated herein for the annual meeting, the board of directors shall seek an alternate method of election of officers and shall conduct an election within sixty (60) days after the annual meeting date.

Section 8.2 Special Meetings.

Special meetings of members may be called by the President, the Board of Directors, or by a petition signed by not less than not less than ten percent (10%) of members as may be qualified to vote. Such a petition must be presented to the Secretary in a timely manner along with a proposed agenda. Special meetings must be held within ten business days of the call for such a meeting or, in the case of a petition, with ten days of the receipt of the petition by the Secretary.

Section 8.3 CCWSL and Connecticut Swimming (USA) meetings.

The President shall designate those persons who will attend and represent the corporation at the CCWSL and USA meetings.

Section 8.4 Place of Meeting.

The Board of Directors may designate any place, either within or without Connecticut, as the place of meeting for any annual or special meeting of members. However, if all members shall meet at any time and place, either within or without Connecticut, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting, any corporate action may be taken.

Section 8.5 Notice of Meetings.

For all general membership meetings and any special meetings, a written or printed notice, including the purpose and the agenda, stating the place, day, and hour of any meeting of members shall be delivered personally or by U.S. mail, electronic mail, in hand, or by any other method customarily used to notice the membership.

Section 8.6 Informal Action by Members.

Any action required or permitted to be taken at any meeting of members, may be taken without such meeting if a consent in writing, setting forth the action to be taken, shall be signed by all members entitled to vote with respect to such action.

Section 8.7 Quorum.

Members holding twenty-five percent (25%) of the total votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting from time to time without further notice.

Section 8.8 Proxies.

No member may vote by proxy.

Section 8.9 Voting by Mail.

Where the Board of Directors and/or officers are to be elected by members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

Section 8.10 Voting Rights.

Each member shall be entitled to one vote. Each family is one member. More than one family member may hold a position on the Board of Directors but that family would only be allowed to cast one vote when the Board votes.

ARTICLE NINE

BOARD OF DIRECTORS AND OFFICERS

Section 9.1 General Powers.

The corporation shall operate under the management of its Board of Directors. Except as otherwise provided in the certificate of incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the board may from time to time, by resolution, designate.

Section 9.2 Number.

The authorized number of directors of this corporation shall be seven (7).

Section 9.3 Designation of Officers.

The officers of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, a Meet Manager, a USA Swimming Liaison, the Head Coach, and such other officers as may be elected in accordance with the provisions of this article. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 9.4 Qualifications of Directors and Officers.

The President and Vice President shall reside in the Town of Manchester. If there is more than one Vice President, only one Vice President needs to be a Manchester resident. All directors shall be members of the corporation and must adhere to its purposes as stated in its Articles of Incorporation.

Section 9.5 Term of Office.

The trustees named in the certificate of incorporation as the first Board of Directors shall hold office until October 25, 2004, when an election of directors and officers shall be held. Thereafter, the term of office of each director and officer shall continue until the first annual meeting as set forth in these bylaws, and thereafter, for one year until the next annual meeting. Each director and officer shall remain in office until a successor is chosen.

Section 9.6 Replacement of Directors and Officers.

(a) Whenever a vacancy exists on the Board of Directors, whether by death, resignation, or otherwise, the vacancy shall be filled by appointment of a new director by the President of the corporation, and if that power is not exercised within thirty (30) days after the President receives notice of the vacancy, by appointment by a majority of the remaining directors at a regular or special meeting of the board. Any person appointed or elected to fill the vacancy of a director shall have the same qualifications as were required of the director whose office was vacated.

(b) Any director may be removed from office by the membership at a special meeting called for such purpose by a two-thirds vote of the members in attendance. Such vote will be by paper ballot.

(c) Any person appointed or elected to fill a vacancy in the Board of Directors shall hold office for the unexpired term of his or her predecessor in office, subject to the power of removal stated above.

Section 9.7 Compensation.

(a) No member of the Board of Directors or an officer shall receive any compensation for their services as a director or officer.

(b) A director may be reimbursed for any expenses incurred in carrying out their responsibilities as a director or officer.

(c) Nothing in this section shall prohibit a director or officer, by a resolution of the board, from receiving a stipend for performance of duties or services to the corporation in addition to the duties of the office held by that individual officer or director.

ARTICLE TEN

BOARD MEETINGS

Section 10.1 Place of Meetings.

Board meetings shall be held at such place or places as the Board of Directors may from time to time by resolution designate; or, in the absence of such designation, at the principal office of the corporation.

Section 10.2 Frequency of Meetings.

Regular meetings of the trustees shall be held at least once per month during the swimming season plus such additional meetings as the President shall deem necessary. Notice of the board meetings shall be given to board members by electronic mail, telephone, or in person, at least seven days prior to any board meeting, except that emergency meetings may be called by the President on not less than twenty-four hours notice. All executive board meetings may be attended by any member, except for executive sessions called to discuss salary negotiations, member disciplinary actions, or scholarships.

Section 10.3 Quorum. A majority of the Board of Directors or four (4) directors shall constitute a quorum for the transaction of business at any meeting of the board. However, if less than a majority of the directors is present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 10.4 Actions by Board.

Except as may otherwise be provided in these bylaws, or in the certificate of incorporation of this corporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10.5 Override by Members.