ORCA SWIM TEAM BYLAWS


Article I - Name

    1. The name of the corporation shall be ORCA Swim Team.


Article II - Duration

    1. The duration of ORCA Swim Team shall be perpetual.


Article III - Purpose of the Corporation

    1. The corporation is a non-profit public benefit corporation and is not organized for the private gain of any person. The corporation is organized under the Washington Nonprofit Corporation Act. 

    2. The corporation is organized exclusively for charitable and educational purposes and for the purpose of fostering national or international amateur sports competition and to conduct or support and develop amateur athletes for national or international competition in sports within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.  No part of the activities of the corporation shall involve the provision of athletic facilities or equipment.

    3. Notwithstanding any other provision of these bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation and the corporation shall not carry on any other activities not permitted to be carried on by:

      1. A corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or

      2. A corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.

    4. The purpose of the corporation shall be to administer and manage all operations of, and to promote the welfare and morale of ORCA Swim Team; and to promote the sports of swimming and diving, and to educate the public about the value of sports in community-building.


Article IV - Offices

    1. The principal office of ORCA Swim Team shall be located within or without the City of Seattle, at such place as the Board of Directors shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board of Directors may designate. ORCA Swim Team shall continuously maintain within the State of Washington a registered office at such place as may be designated by the Board of Directors.


Article V - Membership

    1. A person shall be considered a member of ORCA Swim team when duly registered with United States Masters Swimming for the current year and affiliated with Puget Sound Masters and the ORCA Swim Team Workout Group.

    2. An annual membership fee may be a required action of the Executive Board.


Article VI - Governance by Executive Board

    1. The governing body of the corporation is the Executive Board of Directors.

    2. Qualifications.  Only ORCA Swim Team members in good standing may serve on the Executive Board of Directors.

    3. Responsibilities.  The Executive Board shall be responsible for implementation of programs and activities that support the team mission. The Board will also create and administer team policy to that end. The Executive Board shall be responsible for final rule and decision making authority. The Executive Board’s areas of responsibilities include but are not limited to:

      1. Membership requirements and standards shall be governed by the Executive Board. The Executive Board also has authority to remove members for violation of the Code of Conduct or guiding principles or other membership requirements.

      2. It is the intent of ORCA Swim Team to allow these Bylaws and other governing documents to be amended from time to time to allow for changes in swimming, diving and the organization. However, amendment of any governing document is exclusively the authority of the Executive Board.

      3. The Executive Board will be fully responsible for determining the ways in which corporation funds shall be spent or allocated.

      4. Prioritization for how corporation funds are spent is up to the Executive Board, but the following provides some guidance: (1) Pool rental; (2) Training and development (i.e. clinics and coaching); (3) Annual swim meet; (3) Team equipment; and (4) Team social events.


Article VII - Composition of the Executive Board of Directors

    1. The Executive Board of Directors shall be comprised of the officers described below: 

    2. President

      1. The President shall be elected from the membership with a minimum of 1 year of team experience.  The term of the President shall be two years. The President shall be elected in odd numbered years.

      2. The President shall preside over the meetings of the Executive Board, special meetings, and the Annual Meeting; approve Committee Chairpersons; oversee the implementation of programs and activities that support the team mission, guiding principles and bylaws; and mentor new board members. 

      3. The President shall be responsible for securing and scheduling practice locations and times.

      4. The President shall supervise elections, ensure that appropriate corporate reports are filed with the State of Washington and the IRS, and renew team registrations (i.e., IGLA, USMS, FGG, PSM, PNA).

    3. Vice-President

      1. The Vice-President shall be elected from the membership with a minimum of 1 year of team experience.  The term of the Vice-President shall be two years.  The Vice-President shall be elected in even numbered years.

      2. The Vice-President shall preside over meetings in the absence of the President and assist the President in overseeing club activities. 

      3. The Vice-President shall find/appoint committee leaders from membership,support committee leads and ensure committee goals and duties are being accomplished.

      4. The Vice-President is responsible for the following functional areas:

        1. Recruitment and Team Public Relations

        2. Website, Network Solutions and Social Media

        3. Annual Swim Meet

      5. Should the Presidency become vacant, the Vice-President shall assume the Presidency.

    4. Secretary

      1. The Secretary shall be elected from the membership with a minimum of 1 year of team experience. The term of the Secretary shall be two years.  The Secretary shall be elected in odd numbered years.

      2. The duties of the Secretary are to take minutes of Executive Board and club meetings. The Secretary shall maintain a membership roster;a file of all club correspondence; records of club activities; and a file of all corporate records, files and team registrations. The Secretary shall collect mail from #869 @ 1122 E Pike Street, Seattle, WA 98122.

    5. Treasurer

      1. The Treasurer shall be elected from the membership with a minimum of 1 year of team experience. The term of the Treasurer shall be two years.  The Treasurer shall be elected in even numbered years.

      2. The Treasurer shall oversee the production of an annual budget, solicit payment of dues, sell and distribute swim passes, maintain an accurate account of club incomes and expenditures, coordinate membership records with the Secretary, pay all bills approved by the Executive Board, and report the state of the club finances on a monthly basis.

    6. Team Captains

      1. Two team captains shall be elected from the membership with a minimum of 1 year of team experience.  The term of the Team Captains shall be two  years.  One captain will be elected in odd numbered years and the other in even numbered years.

      2. Duties of the Team Captains include managing day-to-day affairs of the team including:

        1. Meeting and registering new and visiting swimmers

        2. Providing Team development through coaching and clinics

        3. Organizing team social events (i.e. Monthly potluck, Friday Night Dinner, Happy Hours)

        4. Organizing team swimming and diving competition logistics

        5. Sending weekly email to team membership


Article VIII - Elections

    1. The election of the Executive Board of Directors shall take place at the Annual Meeting. 

    2. The Executive Board shall appoint a Nominating Committee prior to the 1st of September each year. The Nominating Committee shall prepare a slate of offices for the September Board meeting and notify the club members by email at least fifteen days prior to the Annual Meeting.

    3. The Executive Board of Directors shall be elected by a simple majority vote of the members present at the Annual Meeting.

    4. Voting shall be done by secret ballot.  The ballots shall include a place for write-in candidates.

    5. The President shall prepare the ballots.


Article IX - Meetings

    1. The Annual Meeting of the corporation shall be held each year in September at a time and location set by the Board of Directors. The purpose of the Annual Meeting is to elect Executive Board Members and transact such business as may properly come before the meeting.

    2. Regular Board Meetings

      1. By resolution, the Executive Board may specify the date, time and place for the holding of regular board meetings without other notice than such resolution.  

      2. The Executive Board shall meet a minimum of 6 times per year. 

      3. Regular Board Meetings shall be open to ORCA Swim Team Membership.

    3. Informal Action by Directors.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the directors consent in writing through fax, mail, or by electronic mail to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the directors shall be filed with the minutes of proceedings of the Board.

    4. Regular Committee Meetings

      1. By resolution, any committee designated and appointed by the Executive Board may specify the date, time and place for the holding of regular committee meetings without other notice than such resolution.

      2. Regular Committee Meetings shall be open to ORCA Swim Team Membership.

    5. Participation.  Members of the Executive Board or any committee designated by the Board may participate in a meeting of such Executive Board or committee 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. Participation by such means shall constitute presence in person at a meeting.

    6. Special Meetings

      1. Special meetings of the Executive Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Executive Board members, or, in the case of a committee meeting, by the chairman of the committee. Any special meeting must be held in Seattle, Washington.  

      2. Notice of special Executive Board or committee meetings shall be given to the Executive Board or committee members, not less than 10 days before the meeting is to be held.


Article X - Voting

    1. No proxy voting shall be allowed.

    2. All qualified members present at any meeting of the corporation, Executive Board, or committee meetings shall be entitled to participate in the meeting, propose resolutions, and vote at the meeting.

    3. The vote of a majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members.

    4. Quorum

      1. For the Annual Meeting quorum shall be one-tenth of the votes entitled to be cast.

      2. For Executive Board meetings, quorum shall be two-thirds of the executive board.

      3. No quorum requirement shall be required for committee meetings.


Article XI - Removal, Vacancies and Resignations

    1. Resignations.  Any officer may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Executive Board.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    2. Removal.  At a meeting of the Executive Board called expressly for that purpose, one or more Executive Board Members may be removed from office, with or without cause by two-thirds of the votes cast by the Executive Board Members then in office.

    3. Vacancies  

      1. Unless otherwise provided herein, any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining board of directors even though less than a quorum is present.  

      2. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

    4. Absence.  Each Board member is expected to communicate with the Chair/President in advance of all Board meetings stating whether or not he or she is able to attend or participate by conference telephone or other agreed-upon means of communication. Any Board member who is absent from three successive Board meetings or fails to participate for six months shall be deemed to have resigned due to non-participation, and his or her position shall be declared vacant, unless the Board affirmatively votes to retain that director as a member of the Board.


Article XII - Code of Conduct 

  1. A member shall conduct themselves in a good sporting manner.  

    1. The privilege of membership and participation may be withdrawn or denied if the conduct of a member, participant, or spectator acts inconsistently with the mission of the team or aquatic organization or the best interest of the sports and those who participate in them. 

    2. Individuals conducting themselves in an unsporting manner or participating in an unlawful act may be expelled and be barred from participation in any future team events.  Unsporting manner may include threatening or exclusionary language or gesture, non consensual physical contact, or any conduct that is detrimental to the image or reputation of ORCA  or LGBTQ+ athletics. 

  2. Suspension of Membership. A member may be suspended for cause from ORCA by a two-thirds majority vote of the Board. In moving to suspend a member, the Board shall act in good faith from available information.

    1. The period of membership suspension shall be at the sole discretion of the Board based on its assessment of the severity of the cause; the period of suspension may range from one month to the remainder of the membership year in which the suspension occurs. Additionally, the Board may bar the member from rejoining the team for up to four (4) more years, place conditions on rejoining, or both.

    2. For first-time offenses, the Board shall inform the member in writing of the nature of the alleged cause for potential suspension, shall afford the member an opportunity to respond to the allegations, and shall act in good faith on all information presented.

    3. For chronic or repeat offenses, the procedure described shall be optional, providing the Board continues to act in good faith on all information presented.

  3. Cause for Suspension of Membership. Cause for suspension of membership shall be at the sole discretion of the Board based on its judgment with respect to potential harm to the team, the team’s reputation, individual team members, or the ability of other members to participate in team activities; and its judgment with respect to the member’s personal culpability for the action(s) or situation(s) cited as cause. Actions that may result in suspension may include, but are not limited to, the following:

    1. Violation of any rule or code of conduct as set by FINA, USMS, PNA, the International Gay and Lesbian Aquatics (IGLA), or the host organization at swim meets or other ORCA team events.

    2. Violations of the terms of the liability insurance coverage that ORCA receives through USMS.

    3. Chronic failure to pay dues, pool fees or other monetary obligations to ORCA on a timely basis, or, for members of limited means, to arrange for waiver of such obligations.

    4. Any action that significantly and negatively impacts the ability of other ORCA members to participate in team activities.

    5. In the case of repeat offenses, the Board may consider potential for the member’s future actions to cause harm in addition to actual harm caused by past actions.


Article XII - Administrative Provisions

    1. Books and Records.  The team shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws, correct and adequate records of accounts and finances, minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board and each officer and such other records as may be necessary or advisable.

      1. All Team records shall be retained for a minimum of 7 years.  Documents may be scanned as digital PDF files and stored on a computer or cloud service.

    2. Accounting Year.  The accounting year of the team shall be 12 months beginning January 1 and ending December 31.


Article XIII - Amendments

    1. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by two-thirds vote of Executive Board Members in office.  Amendments can be submitted to the Board for consideration by any member in good standing.

    2. Typographical Errors fixed and the foregoing Bylaws were adopted by the Executive Board Members on April 16, 2024.




______________________________ __________

Spencer Alpaugh, Secretary Date




Prior Bylaws changes adopted

06.01.2017

01.30.2013