Pacific Waves Synchronized Swimming
BY-LAWS

1. NAME

1.1 This organization shall be called Pacific Waves Synchronized Swimming.

2. OBJECTIVES

2.1 Primary objectives of Pacific Waves Synchronized Swimming shall be:

2.2 Pacific Waves Synchronized Swimming shall maintain club membership in United States Synchronized Swimming Inc. (USSSI).

3. DURATION

3.1 The duration of Pacific Waves Synchronized Swimming shall be perpetual.

4. NON-PROFIT PURPOSE

4.1 GENERAL: This organization is one which does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes.

4.2 EARNINGS: No part of the property or earnings of Pacific Waves Synchronized Swimming shall be paid or distributed to or inure to the benefit of any private individual member, officer, or participant of the organization called Pacific Waves Synchronized Swimming except as approved by the Board of Directors as reasonable reimbursement for goods or services furnished or rendered.

4.3 DISSOLUTION: Upon dissolution of Pacific Waves Synchronized Swimming, any remaining assets and obligations of Pacific Waves Synchronized Swimming shall be transferred to the successor organization, if any, established to assume the function of Pacific Waves Synchronized Swimming, and if there be no successor, any remaining assets after payment of the obligations of Pacific Waves Synchronized Swimming, shall not inure to the benefit of any private individual or corporation, but shall be distributed to another synchronized swimming organization, or if none exists, then to another organization operated exclusively for charitable or educational purposes.

5. MEMBERSHIP: All parents or guardians of swimmers affiliated with Pacific Waves Synchronized Swimming are members of this corporation. All other persons interested in promoting the objectives of this corporation are eligible to apply to the Board of Directors for membership, and after acceptance by majority vote of the directors shall become members. There shall be no discrimination as to race, creed, or sex.

5.1 CLASSES OF MEMBERS: The following classes of membership shall be recognized in Pacific Waves Synchronized Swimming:

A. ATHLETE MEMBERS: All athletes shall be registered with United States Synchronized Swimming, Inc. All athlete members shall list their affiliation as Pacific Waves Synchronized Swimming or be in the process of transferring their affiliation to Pacific Waves Synchronized Swimming.

B. PARENT/GUARDIAN MEMBERS: All parents or legal guardians of athlete members who are in good standing with Pacific Waves Synchronized Swimming shall be parent/guardian members.

C. COACH MEMBERS: All coaches of Pacific Waves Synchronized Swimming shall be coach members. Coach members may be on the Board of Directors if elected as either an officer or as an at-large representative. Coach members are welcome at any parent/guardian meetings, but shall have no voting privileges unless already a member under B.

D. AFFILIATE MEMBERS: Any persons not listed in A., B., or C. who wish to contribute to the activities of Pacific Waves Synchronized Swimming may be affiliate members. Such members are welcome at any Board of Directors meeting or parent/guardian meetings, but shall have no voting privileges.

5.2 FEES: Fees shall be proposed by the Board of Directors and reviewed on a regular basis. Fees shall be adopted at parent/guardian meetings.

5.3 CODE OF ETHICS: All members of Pacific Waves Synchronized Swimming shall conduct themselves in conformance with the Code of Conduct and Code of Ethics as defined in the current Official Rules of United States Synchronized Swimming, Inc.

6. BOARD OF DIRECTORS

6.1 The affairs of Pacific Waves Synchronized Swimming shall be managed and directed by a Board of Directors numbering seven (7). The board shall consist of the president, vice president, secretary, and treasurer of Pacific Waves Synchronized Swimming, and three at-large representatives. All members of the Board of Directors must be athlete members, parent/guardian members, or coach members of Pacific Waves Synchronized Swimming. All members of the Board of Directors must be at least 18 years of age.

6.2 None of the members of the Board of Directors shall receive any compensation for his or her services as such.

6.3 INITIAL BOARD: The initial board shall be elected at a general meeting within one month following adoption of these by-laws. The terms of office of the initial board members shall extend through 1998 and will expire in 1999 or 2000 per Article 7.1.

6.4 To the full extent of the Washington Non-Profit Corporations Act (RCW 23A.08.025), as it exists on the date hereof or may hereafter be amended, permits the limitations or elimination of the liability of trustees or directors, a director of this corporation shall not be liable to this corporation or its members for monetary damages for his or her acts or omissions as a director. Any amendment to or repeal of this article shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. This shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct or a knowing violation of the law, for illegal distributions or loans, or for any transaction, conflict of interest, or act from which a director will directly receive benefit in money, property or services to which a director is not legally entitled. This amendment shall not limit or eliminate acts or omissions prior to the date of amendment.

6.5 DUTIES OF THE BOARD OF DIRECTORS: The Board of Directors shall be responsible for determining the direction and focus of the organization; executing the fiscal expenditures of the organization; conducting the business of the organization on behalf of its members; procuring coaching services; and acting as an arbitration board to mediate problems or complaints. The board shall also establish those ad hoc committees it requires to conduct the organization's business. The Board of Directors shall accept new members and the resignation of existing members. All accounts should be in good standing upon leaving the club.

6.6 BOARD OF DIRECTORS MEETINGS: The regular meetings shall be monthly. The date and site for the next meeting shall be determined during each monthly meeting. Whenever possible, the president shall notify the other board members at least seven (7) days prior to the scheduled meeting should any changes in the established date or site occur. In the event that an urgent meeting is required outside of the normal monthly meeting, the President shall arrange for a meeting site and shall notify all board members of the reason for the meeting, as well as the date, time, and location of the meeting. All meetings shall be open to all members of Pacific Waves Synchronized Swimming. Only members of the Board of Directors shall have voting rights. However, other members may be allowed to speak when recognized by the chair of the meeting.

6.7 BOARD OF DIRECTORS VOTING: Each member of the Board of Directors shall be entitled to one vote on each issue. A quorum shall be defined as fifty percent (50%) of the eligible voting members. Unless otherwise stated in the by-laws, a simple majority of any quorum shall decide the action on an issue. In the case of a tie, the issue shall be considered defeated.

7. BOARD OF DIRECTORS: ELECTIONS AND DUTIES

7.1 TERMS AND ELECTION METHOD: The officers and at-large representatives of Pacific Waves Synchronized Swimming shall be elected by the parent/guardian members of Pacific Waves Synchronized Swimming to two year terms. The president, vice president, and two at-large representative shall be elected in even numbered years. The secretary, treasurer, and the other at-large representative shall be elected in odd numbered years. They shall be voted on by secret ballot with winners determined by a simple majority vote of the members casting ballots. Elections shall normally be held annually during September at a parent/guardian meeting. The athlete representative shall be elected by a vote of the athlete members annually during September to a one year term.

7.2 NOMINATIONS: A Nominations Committee consisting of at least three (3) individual members shall be appointed by the Board of Directors by August 1. Nominations shall also be accepted from the floor during the general membership meeting.

7.3 PRESIDENT - DUTIES: The president shall serve as chairperson at all the Board of Directors and parent/guardian meetings with all the powers delegated to such a person as stated in Robert’s Rules of Order. The president of Pacific Waves Synchronized Swimming shall select the agenda, time, place and host of all monthly meetings. The president of Pacific Waves Synchronized Swimming or the president's delegate shall represent Pacific Waves Synchronized Swimming in all other meetings and shall have the authority of voting on behalf of Pacific Waves Synchronized Swimming at those meetings. The president or the president's representative shall be the contact person when dealing with outside agencies including USSSI.

7.4 VICE PRESIDENT - DUTIES: The vice president shall assume the chairmanship of the monthly meeting and parent/guardian meetings if and when the president is unable to participate. The vice president of Pacific Waves Synchronized Swimming shall assume all responsibilities delegated to the office by the president, including the authority to vote on behalf of Pacific Waves Synchronized Swimming.

7.5 SECRETARY - DUTIES: The secretary shall prepare the minutes of each monthly Board of Directors meeting and retain a permanent file of the minutes. In addition, the secretary shall prepare copies of these minutes and arrange for them to be distributed to all parent/guardian members. The secretary shall list all unfinished business from the previous minutes and present it to the president for action at the ensuing meeting. The secretary shall, by the initiation of the president, notify the Board membership of the next meeting and the agenda of that meeting not less than one week prior to the next scheduled meeting. The secretary shall also advise all the membership at least one week prior to any parent/guardian meeting. The notice shall include time, place and agenda for the meeting. The secretary shall prepare all correspondence, notices, and invitations of Pacific Waves Synchronized Swimming as directed by the president. The secretary shall maintain a listing of all standing policies as adopted under Article 11 of these by-laws.

7.6 TREASURER - DUTIES: The treasurer shall receive all monies and pay all bills approved by the Board of Directors. The treasurer shall be required to keep adequate records of all transactions enacted during the particular term of office and shall report at each meeting the progress of these transactions. The treasurer shall prepare a yearly budget proposal for consideration and approval by the Board of Directors. The budget shall include proposed expenditures, expected income and recommended fees. The treasurer shall have the fiscal authority of $100.00, provided that the allocation maintains the intent of the by-laws. All expenditures over $100.00 shall be processed by the treasurer, but only with a two-thirds majority of the Board of Directors attending the meeting in which a particular allocation is presented to the board. The treasurer shall serve as chair of the Finance Committee. The treasurer shall submit an annual report by April 1 to all club members. The treasurer shall prepare and submit appropriate tax forms for the State of Washington and the Federal Government as required by law.

7.7 AT-LARGE REPRESENTATIVES - DUTIES: The at-large representatives shall be voting members of the Board of Directors. As such they are expected to participate in Board of Directors meetings.

7.8 ATHLETE REPRESENTATIVE - The athlete representative shall be an ex-officio member of the Board of Directors.

7.9 VACANCIES OF BOARD OF DIRECTORS: All vacancies in the Board of Directors of Pacific Waves Synchronized Swimming, except the office of president, shall be filled at a parent/guardian meeting. Nominations shall be from the floor. A vacancy in the office of president shall be filled by the vice president. If a member of the Board of Directors does not maintain membership with Pacific Waves Synchronized Swimming as described in Article 2.0, their position shall become vacant. Any member of the Board of Directors is in danger of forfeiture of his/her office if he/she has failed to attend three consecutive meetings. At such time the Board shall review the situation and determine the course of action.

8. PACIFIC WAVES SYNCHRONIZED SWIMMING COMMITTEES

Both standing and ad hoc committees shall be established and staffed to carry out various aspects of the Pacific Waves Synchronized Swimming business under the direction of the Board of Directors.

8.1 STANDING COMMITTEES: The following shall be standing committees staffed by three (3) or more persons from the Pacific Waves Synchronized Swimming membership. Whenever practical, athlete members may be assigned to positions on these committees.

The responsibilities of the committees shall be as directed by the Board of Directors but shall include at least the following activities:

8.2 AD HOC COMMITTEES: Ad Hoc Committees shall be established by the Board of Directors as necessary to conduct Pacific Waves Synchronized Swimming business. A nomination committee shall be appointed per Article 7.2.

9. PARENT/GUARDIAN MEETINGS

9.1 There shall be a general membership meeting held at least quarterly or more frequently if deemed necessary by the Board of Directors. All parent/guardian members shall be notified in writing of purpose, date, time, and location of such meetings at least a week in advance. Special meetings may be called upon the request in writing of ten members. A quorum shall be those attending any meeting for which proper notice has been given.

9.2 Each family shall be entitled to one vote on any issue.

10. DISSOLUTION OF PACIFIC WAVES SYNCHRONIZED SWIMMING

10.1 Dissolution of Pacific Waves Synchronized Swimming can be effected by a majority vote taken at a parent/guardian meeting acting on a recommendation of two-thirds of the Board of Directors. Dissolution shall be in accordance with Article 4.3 of the by-laws.

11. STANDING POLICIES

11.1 Standing Policies established under these by-laws and designated as such at the time of approval, shall be maintained in a separate list and shall be binding until such time as they are amended or repealed. The Board of Directors may propose such policies, but the policies must be approved by a majority vote at a parent/guardian meeting and shall be included in the Pacific Waves Synchronized Swimming Handbook.

12. BY-LAWS APPROVAL AND AMENDMENTS

12.1 The initial by-laws of Pacific Waves Synchronized Swimming shall be approved by the affirmative vote of a majority of the individual members of Pacific Waves Synchronized Swimming parent/guardian members.

12.2 Thereafter, such by-laws may be altered, amended, or repealed as the purpose of Pacific Waves Synchronized Swimming may from time to time require, by the affirmative vote of a two-thirds majority at a parent/guardian meeting called for the purpose of by-laws amendment. For amendment balloting to be valid, at least two-thirds of the current Pacific Waves Synchronized Swimming families must be present.