Bylaws of Western Sonoma County Swimmers
A California Nonprofit Public Benefit Corporation
As Amended April 20, 2015
Article 1: Office
Section 1 Principal Office
The principal office of the corporation for the transaction of its business is located in Sonoma County, California.
Section 2 Change of Address
The county of the corporation’s principal office can be changed only by amendment of these bylaws and not otherwise. The board of directors may, however, change the principal office from one location to another within the named county by posting the changed address and effective date on the official web site of Ives Pool and noting such change of address on all formal correspondence. Changes of address shall not be deemed an amendment of these bylaws.
Article 2: Purpose
Section 1 Purpose
The primary purpose of this corporation is to operate Ives Pool under contract with the City of Sebastopol, providing the entire community with year round access to a wide range of aquatic activities, promoting sportsmanship, water safety, and developing swimming skills in a positive, safe environment.
Article 3: Membership
Section 1 Eligibility
Any person interested in active participation to effect the purpose of the corporation may become a member by paying an annual membership fee. The board will maintain a list of the names and addresses of all members.
Section 2 Term of Membership
The term of membership in the corporation is for the calendar year.
Article 4: Directors
Section 1 Number
The corporation will have five (5) directors and collectively they shall be known as the board of directors.
Section 2 Appointment
Any member of the corporation is eligible to become a director.
Prior to the board meeting in September, the board of directors or a nominating committee appointed by the board and consisting of board members whose term is not expiring, will notify the membership of any vacancies on the board for the following year, and ask for membership interest. The board nominating committee will propose directors in the number required, including any sitting directors seeking reappointment.
In even number years, there will be three (3) directors whose term expires; in odd years there will be two (2). All board positions must be filled at the September meeting. The full board will vote on the recommendation of the nominating committee. The nominating committee will notify the membership of the results of the board action following the September meeting.
Section 3 Powers
Subject to the provisions of the California Nonprofit Public Benefit Corporation Law and any limitations in the articles of incorporation and bylaws relating to action required or permitted to be taken or approved by the members, if any, of the corporation, the activities and affairs of this corporation will be exercised by or under the direction of the board of directors.
The affairs of this nonprofit organization shall be managed by the board of directors within the limits of these bylaws. No other persons may collect funds, make contracts, incur expenses, or initiate any actions in the name of this corporation without prior approval of the board of directors.
Section 4 Duties
It will be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation of this corporation or by these bylaws. With the exception of item (d) below, the board may delegate these duties to senior management staff.
(b) Appoint and remove, employ and discharge, and except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation.
(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
(d) Recruit, enter into contract with, and oversee the performance of senior management staff.
(e) Meet at such times and places as required by these bylaws.
(f) Register their addresses with the secretary of the corporation. Notices of meetings mailed to them at these addresses are valid notice.
Section 5 Terms of Office
Each director will hold directorship for two (2) years. The term of office will begin at the start of the regular meeting in January following appointment, and conclude at the start of the regular meeting in January two (2) years later. Any past president may, upon completion of the term as director, serve as a non-voting member of the board of directors for one (1) year following their term.
Section 6 Compensation
Directors will serve as members of the board without compensation subject to reimbursement of expenses incurred on behalf of the corporation upon approval of the majority of the board. Board members are entitled to personal use of the pool at no charge during their term.
Section 7 Regular and Special Meetings
(a) The board of directors will meet monthly, meetings to be set as to time and place by the president. The meetings will be announced and open to anyone who wishes to attend. A monthly meeting may be cancelled and special meetings may be called when necessary by the president, or in the president’s absence by the vice president. Anyone wishing to have an item placed on the board agenda must give notice in writing to the president at least forty-eight (48) hours in advance of the meeting.
(b) The September board meeting will include conducting the appointment of new board members whose term will begin the following January.
(c) Written notice of meetings, whether regular or special, will be posted at Ives Pool and on the Ives Pool web site, indicating the purpose, time and place at least five (5) days prior to the meeting.
(d) Conduct of the meeting will be under the direction of the president, or in the president’s absence the vice president. Complete minutes will be kept by the secretary, or in the secretary's absence by an assigned board member. A board member may be represented at a regular meeting by a sealed written proxy vote.
(e) Special meetings of the board of directors, either open or closed to the general public, may be called by any director of the corporation and such special meetings may be held at any place and time mutually agreed upon by the majority of the directors.
(f) Closed sessions may be called by any member of the board for the purpose of conducting confidential discussions on sensitive material. Closed session may not set policy nor may a vote be taken, but will advise and assist the directors of the corporation in matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the board.
Section 8 Majority Action as Board Action
A quorum of the board is more than 50% of the sitting board members.
Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation or bylaws of this corporation, or provision of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.
Section 9 Vacancies
Vacancies on the board of directors will exist upon the death, resignation or removal of any director.
The board of directors may declare vacant the office of a director who has been declared of unsound mind by a final order of a court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Corporations Code Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.
The board of directors may declare vacant the office of a director who has been absent from three (3) consecutive meetings of the board of directors.
The board will have the power by a two-thirds vote of those board members present at any regular or special meeting to discipline, suspend or remove any director or officer or committee member of the corporation when the conduct of such person is considered detrimental to the best interests of the corporation.
A director may resign effective upon giving written notice to the president, the secretary of the corporation or any person acting in such capacity. No director may resign if the corporation would then be left without a duly elected director in charge of its affairs, except upon written notice to the attorney general.
The board may fill a vacancy between elections by appointment after announcing the vacancy and intent to fill the vacancy at a public meeting of the board. Appointment will be made at a regular board meeting not less than twenty (20) days from the notice of the vacancy. The replacement(s) will complete the remainder of the term of the director(s) being replaced.
Section 10 Non-Liability of Directors
The directors will not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 11 Indemnification by Corporation of Directors, Officers, Employees and Other Agents
To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actual and reasonably incurred by the person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgment, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of Section 5238 of the California Nonprofit Public Benefit Corporation Law.
Section 12 Insurance for Corporate Agents
The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provision of Section 5238 of the California Nonprofit Public Benefit Corporation law.
Article 5: Officers
Section 1 Number of Officers
The officers of this corporation will be a president, a vice president, a secretary, and a treasurer, each of whom must be members of the board of directors.
The corporation may also have, as determined by the board of directors, other officers.
Section 2 Qualification, Election, Votes, and Term of Office
The term of office of the officers will be for one (1) year, beginning the start of the regular meeting in January, and concluding at the start of the regular meeting in January one (1) year later.
Immediately following the annual appointment of directors in January the board will meet for the purpose of electing officers and appointing committees for the ensuing year.
The board of directors, by two-thirds vote of those present at any duly constituted meeting, will have the authority to remove a director from office. This director shall remain a board member. The vacated office will be filled by another board member by election of the board.
Section 3 Subordinate Officers
The board of directors may appoint such other officers or agents as it may deem desirable, and such officers will serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the board of directors.
Section 4 Duties of the President
The president will be the chief executive officer of the corporation and will, subject to the control of the board of directors, oversee and control the affairs of the corporation and activities of the officers. The president will also oversee senior management staff and any special committees formed by the board. He or she will perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation of this corporation, or by these bylaws, or which may be prescribed from time to time by the board of directors.
Unless another person is specifically appointed as chairman of the board of directors, he or she will preside at all meetings of the board of directors.
If applicable, the president will preside at all meetings open to the general public. Except as otherwise expressly provided by law, by the articles of the incorporation, or by these bylaws, he or she will, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may be authorized by the board of directors.
Section 5 Duties of Vice President
In the absence of the president, or in the event of his or her inability or refusal to act, the vice president, succeeding to the president’s position if necessary, will perform all the duties of the president, and when so acting will have all the powers of, and be subject to all the restrictions on, the president.
Section 6 Duties of Secretary
The secretary will certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.
The secretary will keep at the principal office of the corporation or at such other place as the board of directors may determine, a book of minutes of all meetings of the directors, and if applicable, meetings of committees of directors and of the general public, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and proceedings thereof.
Section 7 Duties of Treasurer
The treasurer will have charge and custody of, and be responsible for, deposit of, receipt of, dispersal of, accounting of, all monies of the corporation and whenever requested report the financial condition of the corporation.
In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, by these bylaws, or which may be assigned to him/her.
Article 6: Execution of Instruments, Deposits and Funds
Section 1 Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have the power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2 Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the corporation will be signed by the treasurer, or the president or the vice president.
Section 3 Deposits
All funds of the corporation will be deposited regularly to the credit of the corporation in such banks, trust, companies, or other depositories as the board of directors may select.
Section 4 Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the charitable or public purposes of the corporation.
Article 7: Corporate Records and Reports
Section 1 Maintenance of Corporate Records
The corporation will keep at its principal office in the State of California:
(a) Minutes of all meetings.
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
(c) A copy of the corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours.
Section 2 Annual Report
The board will cause an annual financial report to be prepared by the accountant of the corporation not later than one hundred twenty (120) days after the close of the corporation’s fiscal year December 31. Upon receipt of the report, it will be available for inspection by any director or other person who has an interest in this corporation. Copies of such annual report will be provided and a reasonable charge made for each copy.
The annual report will contain the following information in appropriate detail:
(a) The assets and liabilities of the corporation as of the end of the corporation’s fiscal year.
(b) The principal changes in assets and liabilities during the fiscal year.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, for the fiscal year.
The annual report will be accompanied by a statement from the preparer that the report is a true representation of the financial status of the corporation, and that the report was prepared without audit from the books and records of the corporation. An audited annual report will be prepared only by authorization of a majority vote of the board of directors.
Article 8: Fiscal Year
Section 1 Fiscal Year of the Corporation
The fiscal year of the corporation will begin on the first day of January and end on the last day of December of each year.
Article 9: Bylaws
Section 1 Amendment
Subject to any provision of law applicable to the amendment of bylaws of public benefit nonprofit corporations, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by majority vote of the board of directors.
Article 10: Amendment of Articles
Section 1 Amendment of Articles
Before any members have been admitted to the corporation, any amendment of the articles of incorporation may be adopted by approval of the board of directors.
Section 2 Amendments of Articles after Admission of Members
After members, if any, have been admitted to the corporation, amendment of the articles of incorporation may be adopted by the approval of the board of directors and by the approval of a majority of the members of the corporation.
Section 3 Certain Amendments
Notwithstanding the above sections of this article, this corporation will not amend its articles of incorporation to alter any statement which appears in the original articles of incorporation and of the names and addresses of the first directors of this corporation nor the name and address of its initial agent, except to correct an error in such statement or to delete either statement after the corporation has filed a “Statement by a Domestic Nonprofit Corporation” pursuant to Section 6210 of the California Nonprofit Public Benefit Corporation law.
Article 11: Prohibition Against Sharing Corporate Profits and Assets
Section 1 Prohibition against Sharing Corporate Profits and Assets
No member, director, officer, employee, or other person connected with this corporation, or any private individual, will receive at any time any of the net earnings or pecuniary profit from the operations of the corporation. This provision will not prevent payment to any such person reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these bylaws and is fixed by resolution of the board of directors. No such person or persons will be entitled to share in the distribution of, and will not receive, any of the corporate assets on dissolution of the corporation.
All members, if any, of this corporation will be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation whether voluntarily or involuntarily, the assets of the corporation after all debts have been satisfied, then remaining in the hands of the board of directors, will be distributed as required by the articles of incorporation of this corporation and not otherwise.
These amended bylaws were approved and adopted at a meeting of the board of directors by a unanimous vote on April 20, 2015.