Montana Federation of Swimmers

BY LAWS

OF

MONTANA FEDERATION OF SWIMMERS

Updated March 20, 2015

Contents

ARTICLE I. OFFICERS

ARTICLE II. MEMBERS

ARTICLE III. BOARD OF DIRECTORS

ARTICLE IV. OFFICERS

ARTICLE V.OPERATING RULES

TITLES

CLUB MEMBERSHIP IN FEDERATION

ELIGIBILITY OF SWIMMERS

INVITATIONAL MEETS

DIVISIONAL AND STATE MEETS

ARTICLE VI. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

ARTICLE VII. FISCAL YEAR

ARTICLE VIII. SEAL

ARTICLE IX. WAIVER OF NOTICE

ARTICLE X. AMENDMENTS

ARTICLE XI. INDEMNIFICATION

OFFICERS:

President:Rial TurnerSunburst

Secretary:Kris PedersonLewistown

Treasurer:Randi LarsonCut Bank

West Director:Jason GibsonFairfield

East Directors:Eleanor DoucetteMalta

DonGarsjoSidney

BY LAWS

ARTICLE I. OFFICERS

Section 1.Principal Office.The principal office of the corporation shall be located at 78 Bitterroot Drive, Lewistown, MT 59457 (Secretary). The corporation may have such offices, either within or without the state of Montana, as the Board of Directors may designate or as the business of the corporation may require from time to time.

Section 2.Registered Office.The registered office of the corporation required by the Montana Nonprofit Corporation Act to be maintained in the state of Montana may be, but need not be, identical with the principal office in the state of Montana, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II. MEMBERS

Section 1.Description. Members are all active swim teams that have been accepted into the Federation.

Section 2.Annual Meeting.The Spring Meeting (described below) shall be the Annual Meeting.

Section 3.Special Meetings.Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by the statute, may be called by the President or by the Board of Directors, and shall be called at the request of the members of not less than one-fourth of all members entitled to vote at the meeting.

Section 4.Place of Meeting.The Board of Directors may designate any place, either within or without the state of Montana, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the state of Montana, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the state of Montana.

Section 5.Notice of Meeting.Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 15 nor more than 50 days before the date of the meeting.

Section 6.Quorum.Three-fourths of the members entitled to vote, represented in person (or by proxy), shall constitute a quorum at a meeting of members. If less than three-fourths of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

Section 7.Proxies.At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact only upon the questions of location of the Divisional and State meets. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 8.Voting of Members. Subject to the provisions of Section 9 of this Article II, each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members.

Section 9.Cumulative Voting. At each election for Directors, every member entitled to vote at such election shall have the right to vote, in person for as many persons as there are directors to be elected from his Division and for whose election he has a right to vote.

Section 10.Informal Action by Members.Any action required to be taken at a meeting of members, or any other action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

ARTICLE III. BOARD OF DIRECTORS

Section 1.General Powers.The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2.Number, Tenure, and Qualifications.The number of directors of the corporation shall be four (4). Each director shall hold office until his successor shall have been elected and qualified. Directors need not be residents of the state of Montana.

Section 3.Regular Meetings.A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as the annual meeting of members. The Board of Directors may provide, by resolution, the time and place, either within or without the state of Montana, for the holding of additional regular meeting without other notice than such resolution.

Section 4.Special Meetings.Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of Montana, as the place for holding any special meeting of the Board of Directors called by them.

Section 5.Notice.Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, not 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.

Section 6.Quorum.A majority of the number of directors fixed by Section 2 of Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7.Manner of Acting.The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8.Compensation.By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE IV. OFFICERS

Section 1.Number.The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors from members of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of the President and the Secretary.

Section 2.Election and Term of Office.The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3.Removal.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 would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.Vacancies.A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5.President.The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6.Vice-President.In the absence of the President or in the event of his death, inability, or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7.Secretary.The Secretary shall:

a.Keep the minutes of the members’ and of the Board of Directors’ meetings in one or more books provided for that purpose;

b.See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

c.Be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized;

d.Keep a register of the post office address of each member which shall be furnished to the Secretary by such member;

e.In general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned to him by the President and by the Board of Directors.

Section 8.Treasurer.If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sums and with such surety or sureties as the Board of Directors shall determine. He shall:

a.Have charge of and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article V of these Bylaws; and

b.In general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 9.Salaries.The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V.OPERATING RULES

Purpose

It is the purpose of the swimmers, coaches and parents to promote a competitive summer swimming program. The goal of the Federation is to have friendliness that will open lines of communication and provide support to those in the Federation.

MEETINGS

100.0

100.0Semi-annual:The semi-annual meetings of the Montana Federation of Swimmers are held between March 15 and April 15 for the Spring conference and the Summer meeting is held at the State Swim Meet in August.

A.A notice of 15 days and no less shall be given in writing to the membership.

B.The notice shall give time, date, and place along with an agenda for the meeting.

C.Date and location for Spring Meeting may be decided at the Summer Meeting.

100.2Order of Business:At all meetings with one representative from each team and Board of Directors, the following is the order of business:

A.Roll call.

B.Reading, correction of minutes and approval.

C.Treasurer’s report.

D.Reports by the Directors.

E.Reports by the Committee Chairman.

F.Unfinished Business.

G.Elections where appropriate.

H.New business.

I.Divisional and State meets.

J.Invitational meets.

100.3Quorum:The quorum shall be three-fourths of all members eligible to vote.

A.Only one vote from each club is allowable.

B.No proxy votes are allowed except in the process of bidding for a meet and can only be registered by a director.

100.4Membership Responsibilities:

A.Membership will have the responsibility of making rule changes by voting.

B.Any questions to rules and regulations should be forwarded to the chairman in writing for review and investigation.

C.Permanent changes can be made and voted on by three-fourths vote at annual meeting.

TITLES

200

200.1Board of Directors:

A.Two directors shall be elected by secret ballot each year at the summer meeting and shall serve two-year terms. The Secretary will electronically distribute nomination forms to each team prior to the Divisional meet requesting basic biography information from people interested in serving. This information will be emailed out prior to state with those that reply being on the initial ballot, with additional nominations accepted from the floor. Application must be submitted by July 15. (Revised March 24, 2013)

B.President/Chairman of the Board shall be selected from within the four board members, and as decided by themselves.

C.The Board of Directors will investigate and advise on any decisions concerning club and swimmers membership.

D.The Directors will also make and approve of any decisions concerning meet regulations that arise.

E.The Board of Directors is also obligated to provide the membership with decisions regarding Federation rules and regulations as set forth in the Bylaws. Questions arising that are not in the Bylaws will be made by the Board of Directors.

F.Vacancies will be filled by the Chairman’s appointment, until elections can be held.

200.2Secretary-Treasurer:

A.Must keep all minutes of meetings and distribute to the membership.

B.Order and distribute Divisional and State cards to the membership.

C.Keep all correspondence for the Federation.

D.Pay all outstanding accounts for the Federation with the Chairman’s approval.

E.Collect all clubs’ annual fees.

F.Supply all membership with statement of income and expenses once a year.

G.Order the U.S. Swimming book for each team and distribute at Spring Meeting.

H.Make arrangements for meetings held by the membership.

I.Electronically distribute director nomination material to each team by July 1. On the deadline of July 15, collect, collate and post replies from interested parties prior to the state meet. (Revised 3/24/13)

An “acting” Secretary and Treasurer may be appointed by the Board of Directors

to fulfill the above duties. The “acting” Secretary and Treasurer need not be a member of the Board of Directors.

200.3Record Chairman:

A.Keeps all records set by the Federation.

B.Updates records from the information sent by each meet manager on weekly basis during the summer swim season.

C.Records must have at least two stop watches and be an approved meet.

D.Must approve the records along with the Board of Directors for final posting.

E.Supplies the Federation Secretary with most current records before the Spring Meeting.

F.Non-voting official.

CLUB MEMBERSHIP IN FEDERATION

300.0

300.1Requirements: Federation clubs must compete only during the summer months and limit practice as a team from June 1 to September 1. Federation team members may not swim on a regular schedule, more than once per week from September 1 to the following June 1.(revised 3/30/14)

1. Organized swim training from September 1 to the following June 1 is expressly prohibited.(revised 3/30/14)

1. Swimming during vacation or travel associated business that isnot directly in conflict of provision 300.1A will not be a violation of this rule.(revised 3/30/14)

1. Federation members may participate in two (2) swimming clinics per year.

1. Federation clubs may participate in one (1) clinic per year as a team.

1. Officers of each member club are responsible for seeing that this rule is adhered to by all team members.

1. Team members who are required to swim in a school P.E. program are exempt in this regard. Required as defined here, indicates that there are no other PE options offered in the school’s PE curriculum other than swimming.(revised 3/30/14)

1. Dry land training is permissible as a team from May 1 to September 1.

1. After thorough investigation, a team found in violation of this rule, will receive a written warning from the board of directors for the first offense. Continued substantiated violations of this rule will result in the entire team being placed on probationary status where they will be unable to compete for any team trophies for the remainder of that season.(revised 3/30/14)

1. Substantiated evidence must be verified through the Federation Board. (revised 3/30/14)

300.2Fees:All clubs must pay the annual administrative fee set by the Board of Directors in order to participate and vote. This fee must be paid before Divisional Meet, if the club is to participate in the two championship meets.