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THE BYLAWSOF
CONNECTICUT SWIMMING, INC.
(A Local Swimming Committee of United States Swimming, Inc.)May 21, 1996
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ARTICLE 1
NAME, OBJECTIVES, TERRITORY AND JURISDICTION
1.1 NAME - The name of the corporation shall be CONNECTICUT SWIMMING, INC. ("CSI") incorporated under the laws of the State of Connecticut as a non-stock corporation.
1.2 OBJECTIVES - The objectives and primary purpose of the CSI shall be the education, instruction and training of individuals to develop and improve their capabilities in the sport of swimming. CSI shall promote swimming for the benefit of swimmers of all ages and abilities, in accordance with the standards, rules, regulations, policies and procedures of FINA, USS, and CSI and its Certificate of Incorporation.
1.3 GEOGRAPHIC TERRITORY - The geographic Territory of CSI is the State of Connecticut.
1.4 JURISDICTION - CSI shall have jurisdiction over the sport of swimming as delegated to it as a Local Swimming Committee by USS to conduct swimming programs consistent with CSI's objectives and those of USS and to sanction, approve, observe and oversee competitive swimming events within the Territory and to conduct competitive swimming events within the Territory, its Region and its Zone (as those terms are defined in Sections 703.3 and 704.2 of Part Seven. CSI shall discharge faithfully its duties and obligations as a Local Swimming Committee of USS in accordance with these Bylaws, the USS Code and all applicable policies and procedures.
ARTICLE 2
MEMBERSHIP
2.1 MEMBERS - The membership of CSI shall consist of the following:
.1 Group Members - Group Members are organizations operating in the Territory which have, upon application, been granted membership in USS and CSI and paid the fees established by USS and CSI pursuant to Article . An organization may be denied membership by the Membership/Registration Coordinator or the Board of Directors for failure to satisfy the criteria for membership or for any reason for which a Group Membership could be terminated. Any denial of membership may be appealed to the Board of Review. An organization's status as a Group Member is subject to its continued satisfaction of the criteria for membership and compliance with its responsibilities under these Bylaws, the USS Code, the rules, regulations, policies, procedures and codes of conduct and ethics of CSI and USS and may be terminated by a decision of the Board of Review or the National Board of Review. Except for Affiliated Group Members, Group Members in good standing shall be entitled to participate in the program of swimming conducted by CSI, and competitions sanctioned or approved by USS, in accordance with Section .
A Club Members - A Club Member is an organization which is in good standing as a Group Member of CSI and USS, has athletes and coaches and participates in the sport of swimming. All athletes and coaches of the organization must be Individual Members in good standing of CSI and USS.
B Affiliated Group Members - An Affiliated Group Member is an organization which supports the sport of swimming and the objectives and programs of CSI and USS, which is in good standing as a Group Member of CSI and USS, but which does not have athletes and coaches who all are Individual Members of CSI and USS.
C Seasonal Club Members - A Seasonal Club Member is an organization which has joined CSI and USS for one or two periods not longer than 150 days each in a registration year and is in good standing as a Group Member of CSI and USS. All Seasonal Club Member coaches must be Coach Members in good standing of CSI and USS. All athlete members of seasonal clubs must be Seasonal Athlete or Athlete Members in good standing of CSI and USS.
.2 Individual Members - Individual Members are individuals involved in the sport of swimming in the Territory who have, upon registration, been granted membership in USS and CSI and paid the dues established by USS and CSI pursuant to Article . An individual may be denied membership by the Membership/Registration Coordinator or by the Board of Directors for failure to satisfy the criteria for membership or for any reason for which an Individual Membership could be terminated. Any denial of membership may be appealed to the Board of Review. An individual's status as an Individual Member is subject to the Individual Member's continued satisfaction of the criteria for membership and compliance with the individual's responsibilities under these Bylaws, the USS Code, the rules, regulations, policies, procedures and codes of conduct and ethics of CSI and USS and may be terminated by a decision of the Board of Review or the National Board of Review. Except for Affiliated Individual Members and Life Members, Individual Members in good standing shall be entitled to participate in the program of swimming conducted by CSI, and competitions sanctioned or approved by USS, in accordance with Section .
A Athlete Members - An Athlete Member is an individual who participates or competes in the sport of swimming and is in good standing as an Individual Member of CSI and USS.
B Coach Members - A Coach Member is an individual, whether or not affiliated with a Group Member, who has satisfactorily completed all safety and other training required by CSI and/or USS and who is in good standing as an Individual Member of CSI and USS. Any individual desiring to act in any coaching capacity at any competition sanctioned by USS must be a Coach Member in good standing of CSI and USS.
C Active Individual Members - An Active Individual Member is an individual other than a Coach Member or an Athlete Member who is a trainer, manager, official, meet director, marshal, Board Member, At-Large House Member, officer, coordinator or committee chairman or committee member of CSI or a Group Member Representative or alternate and any other individual desiring to participate in the sport of swimming and who is in good standing as an Individual Member of USS and CSI.
D Seasonal Athlete Members - A Seasonal Athlete Member is an individual who participates or competes in the sport of swimming and has joined for one or two periods of time not longer than 150 days each in a registration year and is in good standing as an Individual Member of CSI and USS.
E Life Members - A Life Member is an individual who is a life member of USS and who resides, formerly resided or participated in the sport of swimming in the Territory and who is in good standing as a member of CSI and USS.
.3 Membership A Privilege Not A Right - Membership in CSI and USS is a privilege and shall not be interpreted as a right. Membership (including a Life Membership) may be terminated by the Board of Review or the National Board of Review for any violation of a member's responsibilities under Section , for any of the reasons set forth in Section or for any other reason determined by the Board of Review or National Board of Review to be in the best interests of the sport of swimming, USS or CSI.
.4 Seasonal Memberships Initially Unavailable - The two classes of seasonal membership provided in this Section shall not be available for use unless and until the Board of Directors or the House of Delegates by resolution determine to permit the use of those classes of membership in CSI.
2.2 MEMBERS' RESPONSIBILITIES
.1 Compliance - Each Group and Individual Member shall abide by the codes of conduct and ethics, policies, procedures, rules and regulations adopted by USS and CSI, including its obligations and responsibilities set forth in these Bylaws. Each Group and Individual Member shall not take or allow to be taken, any action, or conspire with or instigate any other person to take or allow to be taken, any action which could bring the sport of swimming, CSI or USS into disrepute. By applying for and accepting membership in CSI and USS, each Individual Member agrees to so abide and represents, except to the extent disclosed to CSI and USS, that he or she has never been convicted of a crime involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors, or similar offenses, or to have been found by a Board of Review or the National Board of Review to have committed actions which would be the basis for a conviction and that she or he has never acted in a manner which might bring into disrepute CSI, USS or the sport of swimming.
.2 Responsibility for Infractions - A Group Member may be held responsible for infractions of the policies, procedures, rules, regulations or codes of conduct or ethics adopted by USS or CSI, including its responsibilities as set forth in these Bylaws. Infractions of a Group Member include those committed or allowed to happen by its members, representatives, officials or coaches or by athletes who are competing as representatives of the Group Member or who are competing with the Group Member as unattached swimmers. Also included are infractions committed or allowed to happen by a person instigated by the Group Member or with whom the Group Member through any of those individuals conspired. Any Individual Member may be held responsible for any infractions committed or that were allowed to happen by the Individual Member. Also included are infractions committed or allowed to happen by a person instigated by the Individual Member or with whom the Individual Member conspired.
.3 Club Safety Coordinator - Each Club Member shall appoint an Active Individual Member to be a Club Safety Coordinator. The Club Safety Coordinator shall be responsible for disseminating safety education information received from USS and CSI to the Club Member's athletes, coaches and other members and shall make recommendations to the Club Member concerning safety policy and its implementation. The Club Safety Coordinator shall make any reports requested by CSI's Safety Committee Chairman.
ARTICLE 3
DUES AND FEES
3.1 CLUB MEMBERS - Every Club Member and Seasonal Club Member shall pay an annual or seasonal fee, respectively, consisting of a national club fee established by USS and a local club fee established by CSI, together with any other charges, fees, etc. as may be established by CSI.
3.2 AFFILIATED GROUP MEMBERS - The Board of Directors shall establish the annual membership fees and any other charges, fees, etc., for Affiliated Group Members.
3.3 ATHLETES - Each Athlete Member and Seasonal Athlete Member shall pay an annual or seasonal fee, respectively, consisting of a national fee established by USS and a local fee established by CSI.
3.4 COACHES - Each Coach Member shall pay an annual fee consisting of a national fee established by USS and a local fee established by CSI, together with any other charges, fees, etc. as may be established by CSI.
3.5 ACTIVE INDIVIDUAL MEMBERS - Each Active Individual Member shall pay an annual fee consisting of a national fee established by USS and a local fee established by CSI, together with any other charges, fees, etc. as may be established by CSI.
3.6 LIFE MEMBERS - The Board of Directors shall establish the annual or other membership fees, if any, and any other charges, fees, etc., for Life Members.
3.7 SANCTION, APPROVAL AND OTHER FEES
.1 Sanction and Approval Fees - The Board of Directors shall establish reasonable fees, procedures, and documentation required of an applicant for a sanction or approval for, or observation of, a swimming competition to be conducted within the Territory.
.2 Service Charges - In addition to, or in place of, a sanction or approval fee, the Board of Directors may establish a reasonable service charge consistent with the nature of the event. For example, the service charge may be a flat amount, an amount related to the number of events swum, the number of individual swims, the number of athletes entered, the cost of equipment and pool time provided, a percentage of receipts or profits or a combination of one or more of these or other bases.
.3 Payment - Each applicant for a sanction, approval or observation shall submit with its application the fees and any service charges specified by CSI. If any of the sanction or approval fees or service charges are due at a time following the submission for sanction or approval, the applicant shall promptly pay those fees or service charges to CSI when due in accordance with CSI's fee schedule.
3.8 FAILURE TO PAY
.1 Group, Coach and Active Individual Member Obligations - The failure of a Group Member, Coach Member or Active Individual Member to pay dues, fees, service charges, fines or penalties imposed by CSI or USS, within the time prescribed, as evidenced by a final decision of the Board of Review or the National Board of Review or by a court of law, shall preclude the delinquent member from (a) participating in events sanctioned or approved by USS, (b) participating in any capacity in the affairs of USS, CSI or any other LSC or (c) serving as a Club Safety Coordinator, Group Member Representative, coach, manager, official, trainer or in any other capacity with any Club Member or Seasonal Club Member or with any group member of any other LSC.
.2 Athlete Member Obligations - The failure of an Athlete Member or Seasonal Athlete Member to satisfy any financial obligations to USS, CSI or their former LSCs, within the time prescribed, as evidenced by a final decision of the Board of Review, the National Board of Review or by a court of law, shall preclude the delinquent member from (a) competing in any competition sanctioned by USS, (b) obtaining an OVC or other reportable time achieved in events swum at any USS sanctioned, approved or observed meet, (c) participating in any capacity in the affairs of USS, CSI or any other LSC or (d) practicing, exercising or otherwise participating in the activities of any Group Member or any group member of any other LSC.
.3 Club/Individual Obligations - If a Club Member or a Seasonal Club Member has secured a final court judgment or final Board of Review or National Board of Review decision against an Individual Member for non-payment of financial obligations owed to the Club Member, then until the decision or judgment is satisfied, the Individual Member shall not (a) compete in any competition sanctioned by USS, (b) obtain an OVC or other reportable time in events swum at any USS approved or observed meet, (c) participate in any capacity in the affairs of USS, CSI or any other LSC or (d) practice, exercise or otherwise participate in the activities of any Group Member or any group member of any other LSC.
.4 Individual/Club Obligations - If an Individual Member has secured a final court judgment or a final Board of Review or National Board of Review decision against a Club Member for non-payment of financial obligations (such as a refund of training fees) to the Individual Member, then until the decision or judgment is satisfied, the delinquent or offending Club Member shall be precluded from (a) participating in events sanctioned or approved by USS and (b) participating in any capacity in the affairs of USS, CSI or any other LSC, including being represented in the House of Delegates by its Group Member Representative.
.5 Continued Failure to Pay; Termination of Membership - Continued failure to pay, within a reasonable period of time, as determined by the Board of Directors, the House of Delegates, the Board of Review or the National Board of Review shall be cause for termination of membership.
ARTICLE 4
HOUSE OF DELEGATES
4.1 MEMBERS - The House of Delegates of CSI shall consist of the Group Member Representatives, the Athlete Representatives, the Coach Representatives, the Board Members designated in Section , and the At-Large House Members.
.1 Group Member Representatives - Each Group Member in good standing shall appoint from its membership a Group Member Representatives and one or more alternates. The appointment shall be in writing, addressed to the Secretary of CSI and duly certified by the chief executive officer or secretary of the appointing Group Member. The appointing Group Member may withdraw its Group Member Representative or one or more of its alternates and substitute a new Group Member Representative or new alternates by written notice, addressed to the Secretary of CSI and signed by the chief executive officer or secretary of the appointing Group Member.
.2 At-Large House Members - Up to ten (10) at-large members of the House of Delegates may be appointed by the General Chairman with the advice and consent of the Board of Directors. The At-Large House Members shall hold office from the date of appointment through the conclusion of the annual meeting of the House of Delegates following such appointment or until their successors are appointed to the House of Delegates.
.3 Athlete Representatives -
Two (2) Athlete Representatives shall be elected, one each year for a two-year term, or until their respective successors are elected. At the time of election, the Athlete Representative must (a) be an Athlete Member in good standing; (b) be at least sixteen (16) years of age by the end of the calendar year of election and at least a sophomore in high school; (c) be currently competing, or have competed during the three (3) immediately preceding years, in the program of swimming conducted by CSI or another LSC; and (d) reside in the Territory or in the contiguous territory of another LSC and expect to reside therein throughout at least the first half of the term. The election of the Athlete Representatives shall be conducted annually during CSI's short course senior swimming championship, or other regularly scheduled meet designated by the Board of Directors. The balloting shall take place at a meeting called for that purpose by the Senior Athlete Representative or the Athletes Committee, or failing that, at a time and in a manner designated by the Board of Directors. The Athlete Representatives elected shall be determined by a majority of the Athlete Members and Seasonal Athlete Members in good standing present and voting who are thirteen (13) years of age or older.
.4 Coach Representatives - Two Coach Representatives shall be elected, one each year for a two-year term, or until their respective successors are elected. The election of the Coach Representatives shall be conducted during CSI's short course senior and age group swimming championships, by secret ballot following a solicitation of nominations by the Senior Coach Representative, the Coaches Committee or the Board of Directors, and determined by a majority of the Coach Members in good standing voting or, failing that, at a time and place and in a manner designated by the Board of Directors.
4.2 ELIGIBILITY - Only Individual Members in good standing shall be eligible to be elected or appointed members of, to be heard at or to vote at the House of Delegates in any capacity. Members of the House of Delegates must maintain their status as Individual Members in good standing throughout their terms of office.
4.3 VOICE AND VOTING RIGHTS OF MEMBERS - The voice and voting rights of members of the House of Delegates and of Individual Members shall be as follows:
.1 Group Member Representatives, Board Members, the Athlete Representatives, the Coach Representatives and At-Large House Members - Each of the Group Member Representatives, the Board Members, the Athlete Representatives, the Coach Representatives and the At-Large House Members shall have both voice and one vote each in meetings of the House of Delegates.
.2 Affiliated Group Member Representatives - Group Member Representatives of Affiliated Group Members, unless entitled to vote under another provision of these Bylaws, shall have voice but no vote in meetings of the House of Delegates and its committees.
.3 Individual Members - Individual Members who are not members of the House of Delegates may attend open meetings of the House of Delegates and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the House of Delegates.
4.4 DUTIES AND POWERS - The House of Delegates shall oversee the management of the affairs of CSI and the establishment of policies, procedures and programs. In addition to the duties and powers prescribed in the USS Code or elsewhere in these Bylaws, the House of Delegates shall:
.1 Elect the Officers, At-Large Board Members and regular and alternate members of the Board of Review (see Section for nominations for the Board of Review) together with the committee chairmen and coordinators listed in Section in accordance with Sections through ;
.2 Elect alternates to the USS House of Delegates in accordance with section502.2 of the USS Code (see also Section );
.3 Elect the members of the Nominating Committee (see Section for nominations for the Nominating Committee);
.4 Review, modify and adopt the annual budget of CSI recommended by the Board of Directors;
.5 Call regular and special meetings of the House of Delegates;
.6 Ratify or prospectively modify or rescind policy and program established by the Board of Directors, except any action or authorization by the Board of Directors with respect to contracts or upon which any person may have relied shall not be modified or rescinded;
.7 Establish joint administrative committees, or undertake joint activities with other sports organizations where deemed helpful or necessary by CSI;
.8 Establish by resolution or the CSI Policies and Procedures Manual one or more committees of its members. The committees shall have the powers and duties specified in the resolution or the CSI Policies and Procedures Manual, which may include delegation of one or more of the powers and duties of the House of Delegates other than the powers to amend these Bylaws or remove Board Members and other elected officers;
.9 Amend the Bylaws of CSI in accordance with Section ; and
.10 Remove from office any Board Members, regular or alternate members of the Board of Review, committee chairmen or members or coordinators who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Board of Review for any of the reasons set forth in Section . However, no Board Member, Board of Review member or elected committee chairman or coordinator may be removed except upon not less than thirty (30) days written notice by the Secretary or other officer designated by the House of Delegates specifying the alleged deficiency in the performance of member responsibilities or specific official duties or other reason. All notices and proceedings under this section shall be prepared, served and processed utilizing the procedures for a formal hearing pursuant to Section to the extent applicable. Should the Board Member, Board of Review member or elected committee chairman or coordinator contest the alleged deficiency or other reason alleged in the notice, the House of Delegates shall hold a hearing at which the defendant shall have the same rights as if the hearing were to be conducted by the Board of Review pursuant to Article .
4.5 ANNUAL AND REGULAR MEETINGS - The annual meeting of the House of Delegates of CSI shall be held in the month of May each year. Regular meetings of the House of Delegates shall be held in the month of October or in accordance with a schedule adopted by the House of Delegates or the Board of Directors.
4.6 SPECIAL MEETINGS - Special meetings of the House of Delegates may be called by the Board of Directors or the General Chairman. Should the Board of Directors or the General Chairman fail to call the annual or scheduled regular meetings or should a special meeting be appropriate or helpful, a meeting of the House of Delegates may be called by a petition signed by at least five (5) members of the House of Delegates or by at least three (3) Board Members.
4.7 MEETING LOCATION AND TIME - All meetings of the House of Delegates shall be take place at a site within the Territory. The House of Delegates or the Board of Directors shall determine the location and time of all meetings of the House of Delegates.
4.8 NOMINATING COMMITTEE
.1 Members of Nominating Committee; Election - The Nominating Committee shall comprise not fewer than five (5) Individual Members elected annually by the House of Delegates at its last regularly scheduled meeting prior to the annual meeting or by the Board of Directors if the House of Delegates does not act in a timely fashion to serve until their successors are elected. A number greater than five may be designated from time to time by either the House of Delegates or the Nominating Committee. Each Nominating Committee member shall be a member of the House of Delegates and no more than two (two-fifths if there are more than five (5) members of the Nominating Committee) shall be Board Members. Section shall apply to members of the Nominating Committee. If any member of the Nominating Committee resigns or otherwise becomes unable to participate in its affairs, the General Chairman, with the advice and consent of the Board of Directors, shall appoint a successor to serve until the next meeting of the House of Delegates.
.2 Chairman Elected by Nominating Committee - The Chairman of the Nominating Committee shall be elected annually by a majority vote of the members of the Nominating Committee present at a meeting called promptly after the members are elected or appointed.
.3 Duties of Nominating Committee - A slate of candidates for election as the officers, At-Large Board Members, committee chairmen or coordinators specified in Section to be elected at the next annual meeting shall be prepared by the Nominating Committee. The Nominating Committee may in its discretion nominate a slate of one person for each position to be filled or may nominate more than one candidate for one or more of the positions. (See Sections and for nominating procedures for members of the Board of Review and the Nominating Committee.)
.4 Publication of Nominations - Nominations by the Nominating Committee shall be published by distributing a slate of candidates together with the positions for which they have been nominated to each member of the House of Delegates and to each Group Member not less than twenty (20) calendar days prior to the election. This notice may be combined with the notice of the meeting pursuant to Section where convenient. See Section for the methods which may be used for the distribution.
.5 Additional Nominations - Additional Nominations in addition to those made by the Nominating Committee or the Board of Directors (pursuant to Sections and ) may be made from the floor of the House of Delegates by any member of the House of Delegates eligible to vote.
.6 Meetings and Notices - Meetings of the Nominating Committee shall take place at a site within the Territory when called by the Chairman or any three members of the Committee with a minimum of six (6) days notice required. Pertinent provisions of Sections through and Section also shall apply to the Nominating Committee's meetings and notices.
.7 Quorum - A quorum for any meeting of the Nominating Committee shall consist of not fewer than four (4) members. The committee shall act by a majority vote of its members voting in any meeting at which a quorum is present.
4.9 MEETINGS OPEN; EXECUTIVE SESSIONS -
.1 House of Delegates - House of Delegates meetings shall be open to all members of CSI and USS. Issues pertaining to personnel, disciplinary action, legal, tax or similar affairs of CSI shall be deliberated and decided in a closed executive session which only House of Delegates members may attend. By a majority vote on a motion of a question of privilege, the House of Delegates may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the House.
.2 House of Delegates Committees - All meetings and deliberations of the Nominating Committee shall be conducted in executive (closed) session. Meetings of all other committees established by the House of Delegates shall be open to all members of CSI and USS unless otherwise provided by the House of Delegates resolution creating the committee or by a vote of the committee as provided by the rules of the Parliamentary Authority.
4.10 QUORUM - A quorum of the House of Delegates shall consist of those members present and voting.
4.11 VOTING - Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the House of Delegates shall be determined by a majority vote. A motion or order calling for the removal of a member of the Board of Review pursuant to Section , shall be determined by a two-thirds vote after at least thirty (30) days notice. See also Section regarding amendment of these Bylaws.
4.12 PROXY VOTE - Voting by proxy in any meeting of the House of Delegates shall not be permitted.
4.13 MAIL VOTE - Any action which may be taken at any regular or special meeting of the House of Delegates, except elections, removals of Board Members, members of the Board of Review, elected committee chairmen or coordinators and amendments of these Bylaws, may be taken without a meeting. If an action is taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written ballot to every member of the House of Delegates entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section ) within which to return the ballot to the Secretary. Action by written ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.
4.14 ORDER OF BUSINESS - At all meetings of the House of Delegates the following shall be included in the order of business to the extent applicable. The order in which the various subjects are taken up may be varied.
Roll Call
Reading, correction and adoption of minutes of previous meeting
Reports of officers
Reports of committees and coordinators
Presentation and approval of the annual budget
Presentation and approval of the annual audit pursuant to Section
Unfinished (old) business
Elections
New business
Resolutions and orders
Adjournment
4.15 NOTICES
.1 Time - Not less than twenty (20) days written notice shall be given to each member of the House of Delegates and each Group Member for any annual, regular or special meeting of the House of Delegates. See Section for the various permitted forms of notice.
.2 Information - The notice of a meeting shall contain the time, date and site. For special meetings of the House of Delegates, the expected purpose (which may be general) of the meeting shall be stated. If an expected purpose is the amendment of the Bylaws, a copy of the proposed amendment shall be included in the notice. Failure to have included in the notice any germane amendments subsequently adopted by the House of Delegates at the noticed meeting shall not be the basis for any claim that the amendments as so adopted are invalid.
ARTICLE 5
BOARD OF DIRECTORS
5.1 MEMBERS - The Board of Directors shall consist of the following Officers, committee chairmen, coordinators and representatives of CSI, together with those additional members designated in Sections and :
.1 General Chairman
.2 Administrative Vice-chairman
.3 Program Development Vice-chairman
.4 Program Operations Vice-chairman
.5 Finance Vice-chairman
.6 Secretary
.7 Treasurer
.8 The Coach Representatives
.9 The Athlete Representatives
.10 Senior Committee Chairman
.11 Age Group Committee Chairman
.12 Officials Chairman
.13 Registration/Membership Coordinator
.14 Safety Committee Chairman
.15 Technical Planning Chairman
.16 At-Large Board Members
5.2 AT-LARGE BOARD MEMBERS - The Board of Directors shall have one (1) or more At-Large Board Members at least one of whom must be a Coach Member. The House of Delegates or the Board of Directors by resolution may reduce the number, but not increase it to more than five (5). Any reduction in the number of At-Large Board Members shall not take effect until the terms of office of the incumbents expire or become vacant. The House of Delegates or the Board of Directors by resolution may create other classes of At-Large Board Members, such as an At-Large Board Membership to be held by an attorney-at-law who shall serve as CSI's General Counsel.
5.3 EX-OFFICIO MEMBER - The following person shall be ex-officio a member of the Board of Directors during the time period in which the person meets the defined status: the Immediate Past General Chairman, if an Individual Member in good standing.
5.4 LIMITATIONS - No more than three (3) athletes, coaches or members of any Club Member or Affiliated Group Member shall serve on the Board of Directors at any time. No more than one (1) athlete member of any Club Member shall serve as an Athlete Representative at any time. No more than one (1) coach of any Club Member shall serve as a Coach Representative at any time.
5.5 VOICE AND VOTING RIGHTS OF BOARD MEMBERS - The voice and voting rights of Board Members and Individual Members shall be as follows:
.1 Board Members - Each Board Member shall have both voice and vote in meetings of the Board of Directors and its committees.
.2 Individual Members - Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the Board of Directors or its committees.
5.6 DUTIES AND POWERS - The Board of Directors shall act for CSI and the House of Delegates during the intervals between meetings of the House of Delegates, subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission, except that it shall not remove a Board Member, a Board of Review member or other person elected by the House of Delegates or amend these Bylaws. In addition to the powers and duties prescribed in the USS Code or elsewhere in these Bylaws, the Board of Directors shall have the power and it shall be its duty to:
.1 Establish and direct policies, procedures and programs for CSI;
.2 Oversee the conduct by the officers and staff of CSI of the day-to-day management of the affairs of CSI;
.3 Elect At-Large Board Members, regular or alternate members of the Board of Review or members of the Nominating Committee when the House of Delegates does not do so in a timely fashion;
.4 Provide advice and consent to appointments proposed by the General Chairman that require advice and consent under these Bylaws or the CSI Policies and Procedures Manual;
.5 Cause the preparation and presentation to the House of Delegates of the annual budget of CSI and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;
.6 Receive presentation of the annual audit report pursuant to Section and make a recommendation to the House of Delegates concerning the approval or disapproval of the report;
.7 Call regular or special meetings of the Board of Directors or the House of Delegates;
.8 Admit eligible prospective Group Members and Affiliated Individual Members;
.9 Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of CSI;
.10 Appoint other officers, agents, committees or coordinators, to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws, the CSI Policies and Procedures Manual or as may be provided in the resolutions appointing them, including any powers of the Board of Directors as may be specified, except as may be inconsistent with any other provision of these Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, committee or coordinator the power to appoint any such subordinate officers, agents, committees or coordinators and to prescribe their respective terms of office, authorities and duties; and
.11 Remove from office any Officers and lesser officers, At-Large Board Members, committee chairmen , committee members or coordinators of CSI who were not elected by the House of Delegates and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Board of Review for any of the reasons set forth in Section . No Officer, At-Large Board Member, committee chairman or coordinator may be removed without receiving the thirty (30) days written notice specifying the alleged deficiency in the performance of the member's responsibilities under these Bylaws, the member's official duties or other reasons. All notices and proceedings under this section shall be prepared, served and processed utilizing the procedures for a formal hearing pursuant to Section to the extent applicable. Should the Officer, At-Large Board Member, committee chairman, committee member or coordinator contest the alleged deficiency or other reason set forth in the notice, the Board of Directors shall hold a hearing at which the member shall have the same procedural rights as if the hearing were to be conducted by the Board of Review pursuant to Article ; and.
.12 Nominate Individual Members for election by the House of Delegates as regular and alternate members of the Board of Review. The nominations shall be published in the same manner and time as provided for the Nominating Committee in Section . Additional nominations may be made from the floor of the House of Delegates by any member of the House of Delegates eligible to vote.; and
.13 Nominate two (2) (two-fifths if there are more than five (5) members of the Nominating Committee) Board Members for election by the House of Delegates to the Nominating Committee. The nominations shall be published in the same manner and time as provided for the Nominating Committee in Section . Additional nominations may be made from the floor of the House of Delegates by any member of the House of Delegates eligible to vote
5.7 EXECUTIVE COMMITTEE -
.1 Authority and Power - The Executive Committee shall have the authority and power to act for the Board of Directors and CSI between meetings of the Board and the House of Delegates.
.2 Members - The members of the Executive Committee shall be the Senior Officers, Senior Athlete Representative and Senior Coach Representative. The General Chairman shall act as chairman. The presiding officer shall appoint an Individual Member to serve as the secretary of the meeting.
.3 Meetings and Notice - Meetings of the Executive Committee shall be held at any time or place within the Territory when called by the General Chairman or any three (3) members of the Committee with a minimum of three (3) days notice required. Pertinent provisions of Sections through and Section shall apply to the Executive Committee meetings and notices.
.4 Quorum - A quorum of the Executive Committee shall consist of four (4) members of the Committee.
.5 Report of Action to Board of Directors - At the next regular or special meeting of the Board of Directors the Executive Committee shall make a report of its activities since the last Board of Director's meeting for ratification or prospective modification or rescission, provided, however, that any action of the Executive Committee upon which a third party may have relied ( e.g., by signing, or authorizing the signing of a contract) may not be modified or rescinded by the Board of Directors or the House of Delegates.
5.8 MEETINGS OPEN; EXECUTIVE (CLOSED) SESSIONS - Board of Directors and Executive Committee meetings shall be open to all members of CSI and USS. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed executive session which only Board Members or Executive Committee members, respectively, are entitled to attend. By a majority vote on a motion of a question of privilege the Board of Directors or the Executive Committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors or the Executive Committee.
5.9 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of the Board of Directors or the Executive Committee may participate in meetings of the Board of Directors or the Executive Committee through conference telephone or similar 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.
5.10 REGULAR MEETINGS - Regular meetings of the Board of Directors shall be held on the third Tuesday in each month or otherwise in accordance with a schedule adopted by the Board of Directors. The General Chairman shall have the power to cancel, postpone or accelerate any regularly scheduled meeting upon ten (10) days notice.
5.11 SPECIAL MEETINGS - Special meetings of the Board of Directors may be called by the General Chairman. Should the Board of Directors or the General Chairman fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three (3) Board Members.
5.12 QUORUM - A quorum of the Board of Directors shall consist of a majority of the members.
5.13 VOTING - Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote. A motion, order or other proposal the affect of which is to override policy or program established by the House of Delegates shall be determined by a two-thirds vote after at least fourteen (14) days notice.
5.14 PROXY VOTE - Voting by proxy in any meeting of the Board of Directors or the Executive Committee shall not be permitted.
5.15 ACTION BY WRITTEN CONSENT - Any action required or permitted to be taken at any meeting of the Board of Directors or the Executive Committee may be taken without a meeting if all the Board Members or Executive Committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective body. These consents shall be treated for all purposes as votes taken at a meeting.
5.16 MAIL VOTE - Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chairman's appointments, or removals of officers, committee chairmen and members, may be taken without a meeting. If an action is to be taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written ballot to every Board Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section ) within which to return the ballot to the Secretary. Action by written ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.
5.17 NOTICES -
.1 Time - Not less than six (6) days notice shall be given to each Board Member for any annual, regular or special meeting of the Board of Directors. Separate notices need not be given for regular meetings that are designated in these Bylaws or otherwise scheduled and noticed well in advance. (See Section for the various permitted forms of notice and the consequences thereof.)
.2 Information - The notice of a meeting shall contain the time, date and site and in the case of special meetings, the expected purpose, which may be general.
5.18 ORDER OF BUSINESS - At all meetings of the Board of Directors the following shall be included in the order of business to the extent applicable. The order in which subjects are taken up may be varied.
Roll Call
Reading, correction and adoption of minutes
Report of Executive Committee
Reports of officers
Reports of committees and coordinators
Presentation of the annual budget and adoption of recommendation to the House of Delegates
Presentation of the annual audit report pursuant to Section and adoption of its
recommendation to the House of Delegates
Advice and Consent to Appointments
Unfinished (old) business
New business
Approval of applications for Group Membership and Affiliated Individual Membership
Elections
Resolutions and orders
Adjournment
ARTICLE 6
OFFICERS, REPRESENTATIVES
AND AT-LARGE BOARD MEMBERS
6.1 ELECTED OFFICERS The elected Officers are:
.1 General Chairman
.2 Administrative Vice-chairman
.3 Finance Vice-chairman
.4 Program Development Vice-chairman
.5 Program Operations Vice-chairman
.6 Secretary
.7 Treasurer
.8 Senior Committee Chairman
.9 Age Group Committee Chairman
6.2 ELECTIONS - The House of Delegates, at its annual meeting, shall elect the General Chairman, the Administrative Vice-chairman, the Secretary, the Finance Vice-chairman, the Senior Committee Chairman and the Program Development Vice-chairman, in even-numbered years; and the Age Group Committee Chairman, the Program Operations Vice-chairman, the Treasurer, the Technical Planning Committee Chairman, the Safety Committee Chairman, the Officials Committee Chairman and the Membership/Registration Coordinator in odd-numbered years. At-Large Board Members shall be elected in odd and even-numbered years in a manner that to the extent possible results in an equal number of positions being elected by the House of Delegates in each year, taking into account the number of Board of Review members being elected in relevant years.
6.3 ELIGIBILITY Only Individual Members in good standing shall be eligible to hold office and must maintain their eligibility throughout their term of office. The office of any person who ceases to be an Individual Member shall be deemed to have become vacant at the end of the day the person ceased to be an Individual Member.
6.4 DOUBLE VOTE PROHIBITED - An Individual Member entitled to vote in the House of Delegates by virtue of holding a position in CSI may not also vote as a Group Member Representative in the House of Delegates.
6.5 OFFICES COMBINED OR SPLIT -
.1 Office Held by Two Persons - Any office other than General Chairman, Finance Vice-chairman and Treasurer, may be held jointly by two Individual Members. This may be accomplished by the Nominating Committee nominating two Individual Members to serve as co-officers or by the House of Delegates electing two at the time of election. In the case of the Administrative Vice-chairman, the House of Delegates at the time of election shall designate one to be the successor to the General Chairman; if no such designation is made, then the person with the longer tenure in such office or as a Board Member shall serve as the successor. (See also Sections and .)
.2 Offices Combined - Any office other than General Chairman may be combined with any other office except that the offices of Finance Vice-chairman and Treasurer may not be combined. This may be accomplished by the Nominating Committee nominating single Individual Member to serve simultaneously as two officers or by the House of Delegates so electing at the time of election.
6.6 TERMS OF OFFICE
.1 Term of Office - The terms of office of all elected members of the Board of Directors shall be two years.
.2 Commencement of Term - Each person elected to a position shall assume office at the end of the Fiscal Year and shall serve until a successor takes office, except in the cases of the Athlete Representatives or the Coach Representatives who shall assume office at the end of the CSI Annual Meeting.
.3 Transitional Period - During the period between the conclusion of the annual meeting of the House of Delegates and the beginning of the next Fiscal Year, the Officers, Representatives, committee chairmen and coordinators whose terms expire with the end of the last day of this transitional period shall consult with the newly elected successors before taking any significant action and both incumbent and elect shall endeavor to make the transition as smooth and as educational for the elect as is possible. The incumbent and elect shall make mutually acceptable arrangements for the transfer to the elect of all CSI papers and records held by the incumbent, but no later than the last day of this transitional period.
.4 Consecutive Terms Limitation - Except for the Treasurer and Membership/Registration Coordinator, no Individual Member who has been elected by the House of Delegates and served four successive years shall be eligible for re-election to the same position until a lapse of two years. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive terms limitation.
6.7 DUTIES AND POWERS The duties and powers of the Officers, Athlete and Coach Representatives and At-Large Board Members shall be to attend and participate in all meetings of the House of Delegates and the Board of Directors and as follows:
.1 General Chairman: The General Chairman shall oversee and have general charge of the management, business, operations, affairs and property of CSI, and general supervision over its officers and agents; shall call meetings when and where deemed necessary; shall preside at all meetings; and, except as otherwise provided in these Bylaws and with the advice and consent of the Board of Directors, shall appoint committee chairmen and members for standing and special committees or coordinators as may be necessary to permit CSI to effectively, efficiently and economically conduct its affairs. The General Chairman shall report to the Board of Directors all matters within the General Chairman's knowledge that the Board of Directors should consider in the best interests of CSI.
.2 Secretary: The Secretary, or a delegate, shall be responsible for keeping a record of all meetings of the House of Delegates and Board of Directors, conducting official correspondence, issuing meeting and other notices and making such reports to USS as are required by Article of these Bylaws and shall perform the other duties incidental to the office of Secretary. The Secretary shall be custodian of the records and the seal of CSI, and attest the execution of, and cause the seal to be affixed to, all duly authorized instruments. The Secretary shall cause to be kept at CSI's permanent office copies of all minutes, official correspondence, meeting and other notices, and any other records of CSI and the CSI corporate seal.
.3 Treasurer: The Treasurer shall be the principal receiving and disbursing officer of CSI. Except as otherwise directed by the Finance Vice-chairman, the Finance Committee or the Board of Directors, the Treasurer shall receive all moneys, incomes, fees and other receipts of CSI and pay all bills, salaries, expenses and other disbursements approved by an authorized officer, committee chairman, coordinator, the Finance Vice-chairman, the Finance Committee, the Board of Directors or the House of Delegates, or required to be paid pursuant to Section . When authorized by the Board of Directors, income and expenses may be received and paid by a division, officer, committee or coordinator, provided that the division, officer, committee or coordinator promptly submits to the Treasurer an itemized report, duly attested by the division, officer, committee chairman or coordinator and either within the approved budget of such division, officer, committee or coordinator, or authorized by the Board of Directors or the House of Delegates. The Treasurer shall be a member of the Finance Committee but may not be its chairman. The Treasurer shall issue a monthly financial report listing the current budget variances by line item, all receipts, all expenditures and the current fund and account balances for the preceding month and for the fiscal year to date, together with such other items as the Finance Vice-chairman, the Finance Committee, the General Chairman or the Board of Directors may direct. The Treasurer shall:
A have charge of and supervision over and be responsible for the funds, moneys, securities and other financial instruments of CSI;
B cause the moneys, securities and other financial instruments of CSI to be deposited in the name and to the credit of CSI in such institutions as shall be designated in accordance with Section or to be otherwise invested as the Finance Vice-chairman, the Finance Committee or the Board of Directors may direct;
C cause to be appropriately segregated and accounted for any endowment funds, scholarship or award funds and any similar special purpose funds or accounts;
D cause the funds of CSI to be disbursed by checks or drafts, automated debits or wire transfers upon the authorized depositories of CSI, and obtain and preserve proper vouchers for all moneys disbursed;
E cause to be kept at CSI's permanent office correct books of account and other financial records of all its affairs and transactions and such duplicate books of account as the Board of Directors, the Finance Vice-chairman, the Finance Committee or the Treasurer shall determine;
F upon request and at reasonable hours cause such books or duplicates thereof to be exhibited to any member of the Board of Directors and upon application and at reasonable hours cause the monthly financial reports and the annual audited financial statement to be exhibited to any member of CSI or USS;
G cause CSI to be in compliance with the requirements of Section ;
H have the power to require from the officers, committee chairmen, coordinators, staff or agents of CSI reports or statements giving such information as the Treasurer may determine to be appropriate or helpful with respect to any and all financial transactions of CSI;
I make the books and records available and otherwise fully cooperate with those conducting the annual audit of accounts of CSI and cause the preparation and timely filing of all required federal, state and local tax returns, and other financial and tax reports with the applicable government official, and forward a copy of the annual financial statement and audit report and any federal tax return to the Secretary for submission to the Board of Directors and USS national headquarters in accordance with Sections and ;
J have the power to appoint one or more assistant treasurers and delegate to them one or more of the Treasury functions, or parts thereof; and
K in general, perform all the other duties incident to the corporate treasury function.
.4 Administrative Vice-chairman: The Administrative Vice-chairman shall conduct meetings in the absence of the General Chairman and, at the request of the General Chairman or in the event of the disability of the General Chairman, shall perform all of the duties of the General Chairman, and when so acting shall have all of the powers of the General Chairman. (See also Sections and .) The Administrative Vice-chairman shall chair, and have general charge of the business, affairs and property of the division that administers CSI business and affairs. The Administrative Vice-chairman shall aid in the development of policy and the coordination of the activities of the officers and committees within the division internally and with other divisions, committees and coordinators. The Administrative Division shall be responsible for the creation and maintenance of CSI's Policies and Procedures Manual.
.5 Senior Committee Chairman: The Senior Committee Chairman shall chair and have general charge of the affairs and property of the Committee that develops and conducts the senior swimming program of CSI. The Senior Committee Chairman serves as liaison to the Athlete Representatives and the Athletes Committee, and shall be responsible to see that the Athlete Representatives elections are held in accordance with these Bylaws.
.6 Age Group Committee Chairman: The Age Group Committee Chairman shall chair and have general charge of the affairs and property of the Committee that develops and conducts the age group swimming program of CSI.
.7 Program Development Vice-chairman: The Program Development Vice-chairman shall chair and have general charge of the affairs and property of the division that develops, coordinates and conducts a swimming program for all levels of swimming in the Territory, including the development of long-range plans for swimming programs.
.8 Program Operations Vice-chairman: The Program Operations Vice-chairman shall chair and have general charge of the affairs and property of the division that coordinates and facilitates the conduct of all swimming programs for CSI including the awarding of meet sponsorships to Club Members, facilities and equipment rentals and meet management for all swimming meets sponsored by CSI.
.9 Finance Vice-chairman: The Finance Vice-chairman is the chief financial officer of CSI. The Finance Vice-chairman shall chair and have general charge of the affairs and property of the division that includes the Treasury function, the development and implementation of an investment program for CSI's working capital, funded reserves and endowment funds and the development and implementation of a marketing and fund-raising plan for CSI. The Finance Vice-chairman, with the assistance of the Budget Committee, shall prepare an annual budget for CSI's operations and present the budget for approval by the Board of Directors and the House of Delegates. In addition, the Finance Vice-chairman shall cause to be conducted the audit required pursuant to Section and shall review, or shall cause the Audit Committee to review, the annual audit report and recommend acceptance and appropriate action, if any, with regard thereto by the Board of Directors and the House of Delegates. The Finance Vice-chairman is responsible for the adequacy of CSI's system of internal financial and accounting controls. The Finance Vice-chairman is the chairman of the Finance and Budget Committees and a member of the Personnel Committee. Together with the Treasurer, the Finance Vice-chairman is ultimately responsible for CSI's compliance with Section .
.10 Athlete Representatives: The Athlete Representatives shall serve as the liaison between the Athlete Members of CSI and the Board of Directors and House of Delegates. The Senior Athlete Representative shall chair the Athletes' Committee.
.11 Coach Representatives: The Coach Representative s shall serve as a liaison between the coaches who are members of CSI and the Board of Directors and House of Delegates. The Senior Coach Representative shall chair the Coaches' Committee.
.12 At-Large Board Members - In addition to their inherent powers and duties as members of the Board of Directors, the At-Large Board Members shall have such powers and duties as may be delegated to them by the CSI Policies and Procedures Manual, the General Chairman, the Board of Directors or the House of Delegates. The At-Large Board Member who is the required Coach Member shall serve as CSI's Meet Evaluation Coordinator and as its Coach Certifications Coordinator. One At-Large Board Member may be an attorney-at-law and serve as CSI's General Counsel.
.13 CSI Delegates to USS House of Delegates -
A Officer and Representative Delegates - It shall be the duty and privilege of the General Chairman, the Administrative Vice-Chairman, the Program Development Vice-chairman, the Age Group Committee Chairman, the Program Operations Vice-chairman, the Senior Committee Chairman, the Athlete Representatives and the Senior Coach Representative to attend the USS annual meeting as representatives of CSI. If the Board of Directors determines to send fewer than all of the Athlete Representatives to the USS annual meeting, the Senior Athlete Representative and the Athlete Representative next most senior in term of office shall attend and so on. If the Board of Directors determines to send two or more but fewer than all of the Coach Representatives to the USS annual meeting, the Senior Coach Representative and the Coach Representative next most senior in term of office shall attend and so on.
B Delegate-at-Large - The General Chairman, with the advice and consent of the Board of Directors, may appoint an additional representative to the USS annual meeting who shall be an Athlete Member, an Active Individual Member or a Coach Member of CSI for whom the USS annual meeting will have significant educational benefits and opportunities and which in the judgment of the General Chairman and the Board of Directors will be in the best interests of CSI and the individual appointed. While such an individual may usually be a Board Member, an officer, a coordinator, a committee chairman or an official, the individual appointed need not hold such a position with CSI in appropriate circumstances.
C Voting Delegates - The General Chairman, the Administrative Vice-chairman, the Senior Athlete Representative and the Senior Coach Representative shall have the privilege and obligation to serve as voting delegates to the USS House of Delegates. In the case of the Age Group and Senior Committee Chairmen and the Program Development and Program Operations Vice-chairmen respectively, the voting privilege and obligation shall be rotated as follows: the Program Development Vice-chairman and the Age Group Committee Chairman shall have the voting privilege and obligation in even numbered years and the Program Operations Vice-chairman and the Senior Committee Chairman shall have the voting privilege and obligation in odd numbered years. The Board of Directors may make such other provision for rotating the voting privilege and obligation among the four officers, on either an ad hoc or standing basis, as it determines to be in the best interests of CSI and the individuals involved.
D Officer Delegate Alternates - If any of the officer delegates is unable to attend, their elected alternates, if any, shall attend in their places. In the event that there are no elected alternates or the elected alternates are unable to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall appoint alternates who shall attend the USS annual meeting as delegates representing CSI.
E Athlete Representative Alternates - If an athlete delegate is unable to attend, the Athlete Representative next most senior in term of office shall attend. If seniority cannot be established or there remain no additional Athlete Representatives or alternates able to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall designate one or more Athlete Members to attend as a representative of CSI.
F Coach Representative Alternates - If the Senior Coach Representative is unable to attend the USS annual meeting, then the other Coach Representative shall attend, and if neither Coach Representative is able to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall designate a Coach Member to attend as a representative of CSI.
6.8 RESIGNATIONS Any officer may resign by orally advising the General Chairman or by submitting a written resignation to the Board of Directors specifying an effective date of the resignation. In the absence of a specified effective date, any such resignation shall take effect upon the appointment or election of a successor.
6.9 VACANCIES AND INCAPACITIES -
.1 Office of General Chairman - In the event of a vacancy in the office of General Chairman, or of the General Chairman's temporary or permanent incapacity, the Administrative Vice-chairman shall become the Acting General Chairman until an election can be held at the next meeting of the House of Delegates to fill the remaining term, if any, of the former General Chairman, or until the General Chairman ceases to suffer from any temporary incapacity. (See also Sections and .) While serving as Acting General Chairman, the Administrative Vice-chairman shall vacate the office of Administrative Vice-chairman, except in the case of the General Chairman's temporary incapacity. If the General Chairman is to be absent from the Territory, the General Chairman may, but is not obligated to, designate the Administrative Vice-chairman as Acting General Chairman for the duration of the absence.
.2 Offices of Athlete or Coach Representatives - In the event of a vacancy in the office of Athlete Representative or Coach Representative, or of the permanent incapacity of a person holding the office of Athlete Representative or Coach Representative, the General Chairman may appoint, with the advice and consent of the Board of Directors, an Athlete Member or a Coach Member, as the case may be, to serve the remainder of the term of office or until the Athletes Committee or the Coaches Committee, as the case may be, shall elect a successor.
.3 Other Offices - In the event of a vacancy in, or permanent incapacity of the person holding, any office other than General Chairman, Athlete Representative, Coach Representative or member of the Board of Review, the General Chairman shall appoint a successor, with the advice and consent of the Board of Directors, to serve until an election can be held at the next regularly scheduled meeting of the House of Delegates to fill the remaining term, if any, of that person. In the event of a temporary incapacity, the General Chairman may designate, with the advice and consent of the Board of Directors, an Individual Member to act for the incapacitated officer for the duration of the incapacity.
.4 Determination of Vacancy or Incapacity - The determination of when an office becomes vacant or an officer becomes incapacitated shall be within the discretion of the Board of Directors or the House of Delegates with, in the case of a Athlete Representative or a Coach Representative, the advice and consent of the Athletes Committee or the Coaches Committee, respectively. The determination as to when the General Chairman is temporarily incapacitated shall be made, where the circumstances permit, by the General Chairman and otherwise shall be within the discretion of the Board of Directors, subject to any subsequent action by the House of Delegates.
6.10 OFFICERS' POWERS GENERALLY -
.1 Authority to Execute Contracts, Etc. - The General Chairman, Administrative Vice-chairman, Program Development Vice-chairman, Program Operations Vice-chairman and Finance Vice-chairman each may sign and execute in the name of CSI deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the CSI Policies and Procedures Manual, the Board of Directors or the House of Delegates, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent, expressly requires two or more signatures or is required by law to be otherwise executed. Additional signing authority may be provided by standing resolutions of the Board of Directors or the House of Delegates or the CSI Policies and Procedures Manual.
.2 Additional Powers and Duties - Each officer shall have other powers and perform other duties as may be prescribed in CSI's Policies and Procedures Manual or by the House of Delegates, the Board of Directors, the General Chairman, the respective division Vice-chairman, the delegating officer or these Bylaws. The division Vice-chairmen shall have the additional duties and powers set forth in Section and .
.3 Delegation - Officers of CSI may delegate any portion of their powers or duties to another Individual Member or to a committee composed of Individual Members, except that neither the Finance Vice-chairman nor the Treasurer may delegate duties to the other without the consent of the Board of Directors. In addition, the authority to sign checks, drafts, orders of withdrawal or wire transfers shall not be delegated other than by the Board of Directors. Except as otherwise provided in these Bylaws and with the consent of the Board of Directors or the Personnel Committee, any officer may delegate any portion of that officer's powers or duties to the paid staff of CSI. A delegation of powers or duties shall not relieve the delegating officer of the ultimate responsibility to see that these duties and obligations are properly executed or fulfilled.
.4 Assistant and Deputy Officers - The House of Delegates or the Board of Directors may by resolution or CSI's Policies and Procedures Manual may create the office of deputy to one or more of the elected officers. The resolution or the Policies and Procedures Manual shall the method of election or appointment and define the duties and powers of the respective deputies, which may include the power to act for the officer when the officer is out of the Territory or temporarily incapacitated. The elected officers may appoint one or more assistant officers and define their respective duties.
6.11 DEPOSITORIES AND BANKING AUTHORITY
.1 Depositories, Etc. - All receipts, income, charges and fees of CSI shall be deposited to its credit in the banks, trust companies, other depositories or custodians, investment companies or investment management companies as the Board of Directors may select, or as may be selected by the Finance Committee or any officer or officers or agent or agents authorized to do so by the Board of Directors. Endorsements for deposit to the credit of CSI in any of its duly authorized depositories shall be made in the manner determined by the Finance Vice-chairman, the Finance Committee or the Board of Directors. All funds of CSI not otherwise employed shall be maintained in the banks, trust companies, other depositories or custodians, investment companies or investment management companies designated by the Finance Vice-chairman, the Finance Committee, the Board of Directors or any officer or officers or agent or agents authorized to do so by the Board of Directors.
.2 Signature Authority - All checks, drafts or other orders for the payment or transfer of money, and all notes or other evidences of indebtedness issued in the name of CSI shall be signed by the General Chairman, the Treasurer or other officer or officers or agent or agents of CSI, and in the manner, as shall be determined by the Finance Vice-chairman, the Finance Committee or the Board of Directors.
ARTICLE 7
DIVISIONS, COMMITTEES AND COORDINATORS
7.1 DIVISIONAL ORGANIZATION AND JURISDICTIONS, STANDING COMMITTEES AND COORDINATORS - The six divisions of CSI shall each be chaired by a Vice-chairman, the Senior Athletes Representative, or the Senior Coaches Representative, as the case many be, each of whose respective powers, duties, jurisdiction and responsibilities are described in Section . Under each division Vice-chairman there are officers, committees, coordinators and direct responsibilities as follows:
.1 Administrative Division - Administrative Vice-chairman
Awards Banquet Coordinator
Bylaws/Legislation/Rules
Club Development Coordinator
Coaches Certification Coordinator
Computer Committee
Elections
Equipment
Insurance
Legal (General Counsel, if applicable)
Membership/Registration Coordinator
Personnel Committee
Public Relations
Publications/Newsletter
Policies and Procedures Manual
Records/Top 16 Tabulation Coordinator
Handbook
Secretary
Special Events
.2 Program Development Division - Program Development Vice-chairman
Adaptive Swimming Coordinator
Age Group Committee
Camp Coordinator
Open Water Committee
Program Development Committee
Senior Committee
Technical Planning Committee
Time Standards Coordinator
Zone Team Coordinator
.3 Program Operations Division - Program Operations Vice-chairman
Awards
Clinics
Meet Evaluation Coordinator
Meet Management Committee
Meet Sanctions Coordinator
Meet Sponsorship Committee
Officials Committee
OVC Coordinator
Safety Committee
.4 Finance Division - Finance Vice-chairman
Audit Committee
Budget Committee
Finance Committee
Marketing/Sponsorship
Swim-a-thon
Tax Committee
Treasurer
.5 Athletes Division - Senior Athlete Representative
Athlete Representatives
Athletes Committee
.6 Coaches Division - Senior Coach Representative
Coach Representatives
Coaches Committee
7.2 NON-OFFICER CHAIRMEN AND THEIR COMMITTEES; COORDINATORS
.1 Elected, Ex-officio and Appointed Non-Officer Chairmen and Coordinators -
A Elected Chairmen and Coordinators - In accordance with Section , certain non-officer committee chairmen and coordinators are elected by the House of Delegates. Their eligibility, terms of office, etc. shall be as provided in Sections , , , and . These elected non-officer committee chairmen and coordinators of CSI are:
(1) the Membership/Registration Coordinator;
(2) the Officials Chairman;
(3) the Safety Committee Chairman; and
(4) the Technical Planning Chairman.
B Ex-officio Chairmen - Pursuant to Section , certain other committee chairmen are designated ex-officio by virtue of another CSI office currently held.
C Appointed Chairmen and Coordinators - The chairmen of all other standing committees and all other coordinators shall be appointed by the General Chairman with the advice and consent of the Board of Directors and the respective division vice-chairman. The appointed standing committee chairman or coordinator shall assume office upon appointment or the date designated by the General Chairman, and shall serve until sixty (60) days after the next election of a General Chairman or until a successor is appointed and assumes office.
.2 Duties and Powers of Non-Officer Chairmen and Coordinators -
A Athletes Committee Chairman - The Senior Athlete Representative shall chair and have general charge of the business, affairs and property of the Athletes Committee.
B Coaches Certification Coordinator - The Coaches Certification Coordinator, in conjunction with the Membership/Registration Coordinator and the Safety Committee, shall be responsible for administering the program designed to remind Coach Members of their personal obligation and duty to maintain on a current basis their required certifications and other education obligations and to administer a system of reminders and penalties established by the Board of Directors intended to encourage Coach Members to fulfill their obligations in this regard. The Coaches Certification Coordinator shall make monthly reports to the Program Operations Vice-chairman, the Administrative Vice-chairman and the Board of Directors and such other reports (which may be more frequent) as may from time-to-time be requested by the Membership/Registration Coordinator and the Safety Committee Chairman.
C Coaches Committee Chairman - The Senior Coach Representative shall chair and have general charge of the business, affairs and property of, the Coaches Committee.
D Meet Evaluation Coordinator - The Meet Evaluation Coordinator shall be responsible for the administration of CSI's system of meet evaluation questionnaires and the evaluation of information contained in the questionnaires concerning the conduct of CSI's swimming meets and the recommendation to the Program Development Committee and the Board of Directors of improvements in the swimming meet program of CSI.
E Membership/Registration Coordinator - The Membership/Registration Coordinator shall be responsible for the registration of Group and Individual Members and shall such reports as may be required by USS, the Board of Directors or the Administrative Vice-chairman. The Membership/Registration Coordinator shall supervise the transmission of registration information to USS and assist in the preparation of the reports required by Section . The Membership/Registration Coordinator shall assist the Safety Committee Chairman and the Coaches Certification Coordinator in the performance of their respective duties.
F Officials Chairman - The Officials Chairman shall chair the Officials Committee which is responsible for recruiting, training, certifying and supervising officials for CSI. The Officials Chairman shall be a referee certified by CSI and each member of the Officials Committee shall be a certified official of CSI.
G Safety Committee Chairman - The Safety Committee Chairman shall be responsible with the Safety Committee for coordinating safety enhancement and training opportunities as needed and for the dissemination of USS safety education information to all Group Members, athletes, coaches and officials of CSI. The Safety Committee shall develop safety education programs and policies for CSI and make recommendations regarding same, and the implementation thereof, to the Program Operations Vice-chairman, the Administrative Vice-chairman and the Board of Directors. The Safety Committee Chairman with the assistance of the Safety Committee shall make the reports required under Section .
H Technical Planning Chairman - The Technical Planning Chairman shall chair, and have general charge of the business, affairs and property of the Technical Planning Committee, which is responsible for long-range planning regarding the swimming programs conducted by CSI, the continuing review and development of the CSI philosophy and for advising other committees and divisions regarding the implementation of that philosophy in the context of CSI's swimming programs.
7.3 MEMBERS AND EX-OFFICIO MEMBERS OF STANDING COMMITTEES - Except as otherwise provided in these Bylaws or by the Board of Directors, members of each standing committee shall be appointed by the General Chairman with the advice and consent of the respective division vice-chairman and the chairman of the committee. The division vice-chairman shall be an ex-officio member (with voice and vote) of each standing committee within the respective division. The ex-officio members and other designated members of certain standing committees shall be as follows:
.1 Athletes Committee - The Athletes Committee shall consist of the Athlete Representatives and at least five (5) other Athlete Members or Seasonal Athlete Members. The additional members shall be appointed by the General Chairman, after consulting the Senior Athlete Representative, with the advice and consent of the Board of Directors, taking into consideration among other factors the benefits of equal geographic representation and diversity in size and identity of Club Member affiliation. The Senior Athlete Representative shall be the chairman of the committee.
.2 Audit Committee - The members of the Audit Committee shall be the Finance Vice-chairman, who shall serve as chairman, the Administrative Vice-chairman and an Individual Member appointed by the General Chairman with the advice and consent of the Board of Directors.
.3 Budget Committee - The members of the Budget Committee shall be the General Chairman, the Finance Vice-chairman, who shall serve as chairman, the Treasurer, the Administrative Vice-chairman, the Program Development Vice-chairman, the Program Operations Vice-chairman, the Senior Athlete Representative, the Senior Coach Representative, the Age Group Committee Chairman and the Senior Committee Chairman||.
.4 Coaches Committee - The members of the Coaches Committee shall consist of the Coach Representatives, the At-Large Board Member who is the required Coach Member and at least four (4) additional Coach Members as may be determined by the Coach Representatives, taking into consideration among other factors the benefits of equal geographic representation and diversity in size and identity of Club Member affiliation. The Senior Coach Representative shall be the chairman of the committee.
.5 Finance Committee - The members of the Finance Committee shall be the General Chairman, the Finance Vice-chairman, who shall serve as chairman, the Administrative Vice-chairman and the Treasurer.
.6 Officials Committee - The members of the Officials Committee shall be the Officials Chairman, who shall serve as chairman, and at least two other members each of whom shall be a certified official of CSI.
.7 Personnel Committee - The members of the Personnel Committee shall be the General Chairman, who shall serve as chairman, the Administrative Vice-chairman and the Finance Vice-chairman.
.8 Program Development Committee - The members of the Program Development Committee shall be the General Chairman, the Program Development Vice-chairman, who shall serve as the chairman, the Program Operations Vice-chairman, the Senior Committee Chairman, the Age Group Committee Chairman, the Technical Planning Committee Chairman, the Coach Representatives, the Athlete Representatives and the At-Large Board Member who is required to be a Coach Member.
.9 Safety Committee - The members of the Safety Committee shall be the Safety Committee Chairman, who shall serve as the chairman, and at least five additional members; one of whom shall be a CSI certified official, one of whom shall be a Coach Member, one of whom shall be an Athlete Member and at least two of whom shall be Club Safety Coordinators.
.10 Technical Planning Committee - The members of the Technical Planning Committee shall be the Technical Planning Committee Chairman, who shall serve as chairman, an Athlete Member and at least six (6) additional members of whom at least fifty percent (50%) shall be Coach Members. The Athlete Member and the additional members shall be appointed by the General Chairman with the advice and consent of the Board of Directors.
The General Chairman or the respective division vice-chairman may appoint the specified additional members and any other members deemed appropriate or necessary for any of the foregoing standing committees, except the Athletes, Coaches and Personnel Committees. Committee members appointed pursuant to the preceding sentence, shall hold their appointments at the pleasure of the appointing officer
or successor.
7.4 DUTIES AND POWERS OF STANDING COMMITTEES -
.1 Athletes Committee - The Athletes Committee shall be responsible for the publication of an athletes' column for the CSI Newsletter and shall undertake such other activities (a) delegated to it by the Board of Directors or the General Chairman or (b) undertaken by the Committee as being in the best interests of the Athlete Members, CSI, USS and the sport of swimming.
.2 Audit Committee - The Audit Committee is authorized to, and it shall be its duty to, in its discretion either (A) conduct the annual audit of the books of CSI pursuant to Section and present the results thereof to the Board of Directors and the House of Delegates or (B)(a) annually recommend an independent auditor to the Board of Directors, (b) review and negotiate the services to be performed by the independent auditor, (c) receive and review the audit and other reports submitted by the independent auditor and (d) submit the audit and other reports and make recommendations to the Board of Directors with regard thereto||.
.3 Budget Committee - The Budget Committee is authorized and obligated to consult with the officers, committee chairmen and coordinators and prepare and present a proposed budget for consideration and approval by the Board of Directors and the House of Delegates. The officers, committee chairmen and coordinators shall provide promptly such financial information (current and projected) and budget proposals as the Budget Committee may request. The proposed budget may contain alternatives.
.4 Coaches Committee - The Coaches Committee shall undertake such activities (a) delegated to it by the Board of Directors or the General Chairman or (b) undertaken by the committee as being in the best interests of the Coach Members, CSI and the sport of swimming.
.5 Finance Committee - The Finance Committee is authorized and obligated to develop, establish where so authorized or recommend to the Board of Directors and supervise the execution of policy regarding the investment of CSI's working capital, funded reserves and endowment funds, within the guidelines, if any, established by the Board of Directors or the House of Delegates. The Finance Committee shall also regularly review CSI's equipment needs (both operational and office) and the various methods available to finance the acquisition of any needed equipment, make a determination of the best financing method for CSI and make recommendations to the Budget Committee and the Board of Directors.
.6 Officials Committee - The Officials Committee is authorized and obligated to recruit, train, test, certify, evaluate, retest, recertify and supervise officials for CSI and such other activities as may be necessary or helpful in maintaining a roster of qualified, well-trained and experienced officials of the highest caliber.
.7 Personnel Committee - The Personnel Committee is authorized and obligated to negotiate and set wages, compensation and other terms of employment of CSI's staff (whether employees or independent contractors) within established, budgetary guidelines and policies and to review and approve the scope of duties delegated to the staff.
.8 Program Development Committee - The Program Development Committee is responsible for developing and coordinating an overall swimming program for all levels of swimming in the Territory, including Age Group and Senior programs, and the development of long-range plans for swimming programs.
.9 Safety Committee - The Safety Committee shall be responsible for coordinating safety enhancement and training opportunities as needed and for the dissemination of USS safety education information to all Group Members, athletes, coaches and officials of CSI. The Safety Committee shall develop safety education programs and policy for CSI and make recommendations regarding those programs and policies and their implementation to the applicable division Vice-chairmen and the Board of Directors. When approved by the Board of Directors, the Safety Committee shall be responsible for the coordination of their implementation by the Club Members. The Safety Committee shall assist the Safety Committee Chairman in the preparation and transmittal of the reports required under Section .
.10 Technical Planning Committee - The Technical Planning Committee shall be responsible for long-range planning for the swimming programs conducted by CSI and for advice regarding the technical aspects of those programs and of the sport of swimming generally.
7.5 DUTIES AND POWERS OF CHAIRMEN AND COORDINATORS GENERALLY - The duties and powers of the General Chairman, the division vice-chairmen, committees or subcommittees (in addition to those provided elsewhere in these Bylaws) and, when applicable, coordinators shall be as follows:
.1 Preside at all meetings of the respective division, committee or subcommittee;
.2 See that all duties and responsibilities of the coordinator or the respective division, committee or sub-committee in his charge are properly and promptly carried out;
.3 Appoint such committees or sub-committees as may be necessary to fulfill the duties and responsibilities of the division, committee chairman or coordinator respectively;
.4 Communicate with the respective division, coordinator, committee or subcommittee members to keep them fully informed;
.5 Keep the General Chairman, the respective division vice-chairman or committee chairman and the staff of CSI's office informed of the respective coordinator, division, committee or subcommittee actions and recommendations;
.6 Appoint a member as secretary of the division, committee or subcommittee charged with taking minutes of each meeting and forward reports or minutes of all meetings to CSI's office;
.7 Refer to the Board of Directors any recommendation for action which would establish or change policies or programs for CSI, except as otherwise provided in these Bylaws or by the Board of Directors; and
.8 Perform the other specific duties listed in CSI's Policies and Procedures Manual or as may be delegated by the General Chairman, the respective division vice-chairman or committee chairman, the Board of Directors or the House of Delegates.
7.6 DUTIES AND POWERS OF COMMITTEES AND COORDINATORS GENERALLY - Except as otherwise provided in these Bylaws, the duties and powers of the standing committees and coordinators shall be prescribed by CSI's Policies and Procedures Manual, the House of Delegates, the Board of Directors, the General Chairman or the respective division vice-chairman. Except as otherwise provided in the Bylaws, the duties and powers of any other committees and subcommittees shall be prescribed by CSI's Policies and Procedures Manual, the House of Delegates, the Board of Directors or the officer, coordinator or chairman pursuant to whose powers such committee or subcommittee was created.
7.7 REGULAR AND SPECIAL MEETINGS - Regular and special meetings of divisions, committees or sub-committees of CSI shall be held as determined by the respective Vice-chairmen or committee or sub-committee chairman. In addition, meetings may be called where applicable by the division vice-chairman, committee chairman or coordinator pursuant to whose authority a committee or sub-committee was established.
7.8 MEETINGS OPEN; EXECUTIVE (CLOSED) SESSIONS - Meetings of divisions, committees and sub-committees other than the Personnel Committee shall be open to all members of CSI and USS. Matters relating to personnel, disciplinary action, legal, taxation and similar affairs shall be deliberated and decided in a closed executive session which only the respective members are entitled to attend. By a majority vote on a motion of a question of privilege a division, committee or sub-committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the division, committee or sub-committee.
7.9 VOICE AND VOTING RIGHTS OF DIVISION, COMMITTEE AND SUB-COMMITTEE MEMBERS - The voice and voting rights of Board Members and Individual Members shall be as follows:
.1 Members - Each division, committee and sub-committee member shall have both voice and vote in the respective meetings.
.2 Non-Voting Committee or Sub-committee Members - Unless entitled to vote under another provision of these Bylaws, the General Chairman shall have voice but no vote in meetings of divisions, committees and sub-committees.
.3 Individual Members - Individual Members who are not members of the division, committee or sub-committee may attend open meetings of the division, committee or sub-committee and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in those meetings.
7.10 ACTION BY WRITTEN CONSENT - Any action required or permitted to be taken at any meeting of a division, committee or sub-committee may be taken without a meeting if all the division, committee or sub-committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the meetings. These consents shall be treated for all purposes as a vote taken at a meeting.
7.11 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of any division, committee or sub-committee may participate in a meeting of the division, committee or sub-committee through conference telephone or similar 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.
7.12 QUORUM - Except as otherwise provided in these Bylaws or in the resolution or other action establishing a committee or subcommittee, a quorum of any committee or subcommittee shall consist of a majority of the members of the committee or subcommittee.
7.13 VOTING - Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before a division, committee or subcommittee shall be determined by a majority vote.
7.14 PROXY VOTE - Voting by proxy in any meeting of a division, committee or sub-committee of CSI shall not be permitted.
7.15 NOTICES
.1 Time - Except as otherwise provided in these Bylaws or the resolution or other action establishing a committee or sub-committee, not less than forty-eight (48) hours notice in the case of notice given by telephone, and six (6) days notice in all other cases, shall be given for any meeting of a division, committee or sub-committee of CSI. Separate notices need not be given for regular meetings that are scheduled well in advance. (See Section for the various forms of notice.)
.2 Information - The notice of a meeting shall contain the time, date and site.
7.16 ORDER OF BUSINESS - At all meetings conducted under the authority of this Article, the following shall be included in the order of business to the extent applicable; the order in which subjects are taken up may be varied:
Roll Call
Reading, correction and adoption of minutes
Reports of coordinators, committees and subcommittees
Unfinished (old) business
New business
Resolutions and orders
Adjournment
7.17 RESIGNATIONS - Any committee or subcommittee chairman or member or coordinator may resign by orally advising the General Chairman or by submitting a written resignation to the Board of Directors specifying an effective date of the resignation. If such date is not specified, the resignation shall take effect upon the appointment of a successor.
7.18 VACANCIES - The determination of when the position of an appointed committee or subcommittee chairman, committee member or a coordinator becomes vacant or the person becomes incapacitated, if not made by the person, shall be within the discretion of the Board of Directors. (See Section for provisions applicable to elected committee chairmen and coordinators.) In the event of a vacancy or permanent incapacity the General Chairman, with the advice and consent of the Board of Directors and the respective division vice-chairman, shall appoint a successor to serve until the conclusion of the incumbent's term. A temporary incapacity may be left unfilled at the discretion of the General Chairman or an appointment may be made for the duration of the temporary incapacity.
7.19 DELEGATION - With the consent of the Board of Directors or the respective division Vice-chairman, a committee or subcommittee chairman or a coordinator may delegate a portion of their powers or duties to another officer of CSI, or to another committee, subcommittee or coordinator, or, with the consent of the Board of Directors or the Personnel Committee, to the paid staff of CSI. Notwithstanding any delegation, the ultimate responsibility for the delegated duties and obligations shall remain with the delegator.
7.20 APPLICATION TO EXECUTIVE AND NOMINATING COMMITTEES AND BOARD OF REVIEW - Sections through shall apply to the Executive Committee, the Nominating Committee and any other committee of the Board of Directors or the House of Delegates, unless otherwise provided in these Bylaws, in the resolution creating the committee or in the CSI Policies and Procedures Manual. These provisions shall also apply to Board of Review meetings, but shall not apply to its hearings or deliberations.
ARTICLE 8
ANNUAL AUDIT, REPORTS AND REMITTANCES
8.1 MINUTES - The Secretary shall, within thirty (30) days after each meeting of the Board of Directors and the House of Delegates, transmit a copy of the minutes of the meeting to the respective members and to USS national headquarters.
8.2 FINANCIAL AND FEDERAL TAX REPORTS - The Secretary shall forward to USS national headquarters a copy of the annual closing Balance Sheet and Statement of Income and Expense for the preceding fiscal year following completion of the audit of the accounts and internal financial controls and procedures of CSI and the report thereon prepared in accordance with Section , within fifteen (15) days of receipt of the audit report and shall advise USS national headquarters within thirty (30) days following acceptance by the House of Delegates. Copies of any corresponding federal income tax return required to be filed by CSI under the IRS Code shall be included with the annual audit report sent to USS national headquarters.
8.3 STATE AND LOCAL REPORTS AND FILINGS - The Secretary shall cause to be made all reports and non-tax filings and shall requisition from the Treasurer checks with which to pay any applicable fees required by its state of incorporation and by any other state or municipality in which it operates.
8.4 PUBLIC AVAILABILITY OF CERTAIN INFORMATION - CSI shall cause to be made available at CSI's permanent office during regular business hours to anyone requesting to see a copy of CSI's federal income tax and information returns for each of the last three years, and a copy of the materials submitted by USS to include CSI in USS's group exemption ruling as required pursuant to IRS Code section 6104 and any similar requirements of applicable state or local laws.
8.5 ANNUAL AUDIT - An annual audit of the accounts, books and records of CSI shall be completed no later than the end of the third month following the end of its fiscal year. The audit, or review, shall be conducted either by an independent auditor who shall be a certified public accountant or by the Audit Committee, in the discretion of the Audit Committee. The audit shall cover any federal, state or local income tax return that CSI is required to file under the IRS Code or applicable provisions of state or local law, rules or regulations, the balance sheet, the statement of income and expenses, check register and bank statements and other records as is deemed appropriate. If the audit, or review, is conducted by the Audit Committee or the Finance Committee, the committee shall issue a report signed by all of its members and stating that the financial records and reports of CSI have been reviewed and fairly present the financial condition of CSI as of the date of the balance sheet and for the fiscal period of the statement of income and expenses and the report is true and correct to the best of the Committee's knowledge, information and belief. If the audit, or review, is conducted by an independent auditor, the report shall be in accord with generally accepted auditing practices applicable to the audit or review, as the case may be.
8.6 MEMBERSHIP AND REGISTRATION REPORTS - The Membership/Registration Coordinator or a delegate, shall forward in a timely manner all required reports to the Executive Director of USS. This report shall be accompanied by a remittance of the appropriate membership and registration fees due to USS. The Membership/Registration Coordinator shall make periodic summary reports to the Administrative Vice-chairman, the Board of Directors and the House of Delegates.
8.7 SAFETY REPORTS -
.1 Incident/Occurrence Reports - An occurrence report providing all of the information requested by applicable USS form should be completed at the time of the occurrence by the meet director, officer, coach or club officer with copies to USS national headquarters, the Safety Committee Coordinator and the Administrative Vice-chairman and the CSI office.
.2 Reports of Injuries - The Safety Committee Chairman shall present a report concerning swimming-related injuries within the Territory at each House of Delegates and Board of Directors meeting.
A House of Delegates Reports - The report to the House of Delegates shall be written and shall provide in summary form the pertinent information including whether the injured party is a member of CSI and USS, the location of the occurrence and a brief description of the incident, the resulting injury and the emergency-care steps taken, together with any recommendation for action by CSI and its members to reduce the likelihood of a re-occurrence and the status of that recommendation. The written report shall include a review of the pertinent statistical information provided by USS national headquarters. The Safety Committee Chairman is responsible for distribution of this report to each Club Safety Coordinator. A copy of each House of Delegates report shall also be sent to the USS national headquarters.
B Board of Directors Reports - The regular report to the Board of Directors may be a summary addressing primarily any recommendation for action by CSI and its members.
.3 Safety Education - The Safety Committee Chairman shall be responsible for disseminating safety information flowing from USS Headquarters and exploring safety education opportunities and developing a safety education program tailored to CSI and its members and Territory.
8.8 MAILING ADDRESS - CSI shall notify in writing USS national headquarters of any change in its regular mailing address within 14 days of the change.
8.9 REPORTS GENERALLY - CSI shall make all reports and remittances to USS as specified in the USS Code or by the National Board of Directors or National House of Delegates, in such a manner and on such written forms as may be requested by USS national headquarters. The General Chairman, the Membership/Registration Coordinator, the Secretary, the Finance Vice-chairman and the Treasurer shall be collectively responsible for seeing that all required reports and remittances are made.
ARTICLE 9
MEMBERS' BILL OF RIGHTS
9.1 INDIVIDUAL MEMBERS' BILL OF RIGHTS - CSI, in furtherance of Article 301 of the USS Code, shall respect and protect the right of every Individual Member who is eligible under CSI, USS and FINA rules and regulations to participate in any competition as an athlete, coach, trainer, manager, meet director or other official, so long as the competition is conducted in compliance with CSI, USS and FINA requirements. Before any Individual Member is denied the right to participate in a competition, the individual shall have the right to request and have a hearing before, and a determination of, the Board of Review or the National Board of Review. If the Individual Member is permitted to participate subject to a protest, a hearing and determination may take place after the competition is concluded.
9.2 CLUB MEMBERS' BILL OF RIGHTS - CSI shall respect and protect the right of every Club Member which is eligible under CSI, USS and FINA rules and regulations to participate in any competition through its athletes, coaches, trainers, managers, meet directors and other officials, so long as the competition is conducted in compliance with CSI, USS and FINA requirements. Before any Club Member is denied the right to participate in a competition, the Club Member shall have the right to request and have a hearing before, and a determination of, the Board of Review or the National Board of Review. If the Club Member is permitted to participate subject to a protest, a hearing and determination may take place after the competition is concluded.
ARTICLE 10
BOARD OF REVIEW, HEARINGS AND RIGHT OF APPEAL
10.1 INTRODUCTION - USS was organized as the National Governing Body for the sport of swimming under the Amateur Sports Act of 1978, a federal law. That law requires USS to establish and maintain provisions for the swift and equitable resolution of all disputes involving any of its members. This Article, together with Section and Article , and the USS Code of Ethics are intended to provide a clear statement of member responsibilities, liabilities for infractions thereof and a mechanism for resolving in an orderly and fair way all manner and kinds of disputes that may arise among its members in connection with the sport of swimming. Accordingly, CSI has established the Board of Review to hear complaints, protests and appeals regarding the administration and conduct (including acts and failures to act) of the sport of swimming in the Territory, conduct that may violate the USS Code of Ethics or otherwise violate the policies, procedures, rules and regulations adopted by USS or CSI, or conduct that may bring USS, CSI or the sport of swimming into disrepute. This Article is intended to provide a uniform method of appeal from any decision, act or failure to act to which a member of CSI or, where the conduct occurred in the Territory, another LSC takes exception, and to provide an opportunity for a fair hearing before a group of independent and impartial people. This Article shall be construed accordingly.
10.2 DEFINITIONS FOR ARTICLE - When used in this Article , the following terms shall have the meanings indicated in this Section and the definitions of such terms are equally applicable to both the singular and plural forms. Where a cross reference to another Section of the Bylaws appears within the definition, the definition is qualified by the more complete definition found in that Section:
.1 "Answer" shall mean the written response to a Protest and Notice filed in accordance with Section and served in the manner prescribed in Section .
.2 "Chairman" when standing by itself shall mean the Chairman of the Board of Review.
.3 "Notice" shall mean the writing addressed to the Respondent advising that the Respondent has been named a respondent in a Protest and served in accordance with Section . The Notice sets the hearing date and procedures and establishes the schedule to be followed leading to the hearing, among other things. See Section .
.4 "Presiding Officer" shall mean the Chairman or another member of the Board of Review designated by the Chairman to preside at a particular hearing or hearings. Where applicable the term shall include an attorney so designated pursuant to Section .
.5 "Protest" shall mean a written complaint filed in accordance with Section by a Group Member or an applicant for such status, or an Individual Member or applicant for such status or, with regard to conduct occurring in the Territory, a member of another LSC, against a member of CSI or a constituent element, officer or agent of CSI. The Protest may relate to an applicant's having been denied membership in CSI or a member's alleged infraction against its responsibilities under Section or about a decision or action by someone acting under the authority of CSI or USS or, with regard to conduct in the Territory, another LSC.
.6 "Protestor" shall mean the Individual Member or Group Member that has filed a Protest with the Board of Review.
.7 "Rebuttal" shall mean the written response to an Answer by a Protestor filed in accordance with Section and served in the manner prescribed in Section .
.8 "Respondent" shall mean the person against whom a Protest has been filed with the Board of Review or who may be affected by a decision of the Board of Review regarding the Protest.
.9 "Vice-chairman" when used by itself shall mean the Vice-chairman of the Board of Review.
10.3 BOARD OF REVIEW ORGANIZATION -
.1 Establishment - The Board of Review of CSI shall be independent and impartial.
.2 Members - The Board of Review shall have at least nine (9) regular members and at least four (4) alternate members. The House of Delegates may increase the number of regular or alternate members by resolution but subsequent to the adoption of these Bylaws may only decrease the number of regular or alternate members upon the expiration of the term of office of any incumbent members.
.3 Election; Term of Office; Eligibility -
A Election - The House of Delegates shall annually elect regular and alternate members of the Board of Review: Four (4) regular and two alternate members shall be elected in even-numbered years and five (5) regular and one alternate members in odd-numbered years.
B Term of Office - The term of office shall be two years. Each member and alternate member shall assume office upon the start of the Fiscal Year and shall serve until a successor takes office.
C Eligibility - Each regular and alternate member of the Board of Review shall be a Individual Member of CSI and USS. In no case shall elected members of the Board of Directors constitute a majority of the Board of Review.
.4 Chairman Elected by Board; Other Officers - The Chairman, who must be a regular member, shall be elected annually by a majority vote of the regular members of the Board of Review. The Chairman shall annually appoint a Vice-chairman and a Secretary of the Board of Review, each of whom must be regular members.
.5 Meetings - The Board of Review shall meet for administrative purposes at least once annually to elect the Chairman, to adopt rules and procedures and to conduct other business as may be helpful or necessary to achieve the purposes of the Board of Review and efficiently exercise its duties and powers. Other meetings may be called by the Chairman or any three regular members. When meeting for administrative purposes, those provisions of Article that are specified in Section shall apply to the Board of Review.
.6 Participation Through Communications Equipment - Members of the Board of Review may participate in a meeting or hearing of the Board of Review, and any hearing may be conducted, in whole or in part, through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means shall constitute presence in person at such a meeting or hearing.
.7 Quorum - A quorum for any administrative meeting of the Board of Review shall be fifty percent (50%) of its regular members. (The rule prescribed in Section governs the quorum for hearings and rehearings conducted by the Board of Review.)
.8 Resignations - Any regular or alternate member of the Board of Review may resign by orally advising the Chairman or by submitting a written resignation to the Chairman, the General Chairman or the Board of Directors specifying an effective date of the resignation. In the absence of a specified effective date, any such resignation shall take effect upon the appointment or election of a successor.
.9 Incapacities and Vacancies -
A Office of Chairman - In the event of a vacancy in the office of the Chairman, or of the Chairman's temporary or permanent incapacity, the Vice-chairman shall become the Acting Chairman until an election can be held at a meeting of the Board of Review to fill the remaining term, if any, of the former Chairman, or until the Chairman ceases to suffer from any temporary incapacity. If the Chairman is going to be absent from the Territory, the Chairman may, but is not obligated to, designate the Vice-chairman as Acting Chairman for the duration of the absence.
B Presiding Officer - In the event of the death, resignation or permanent incapacity of a Presiding Officer, the Chairman shall appoint another member, an alternate member or an attorney to serve until the completion of the hearings assigned to that Presiding Officer. Generally that event and appointment should have no impact on those pending hearings or rehearings other than delay for the benefit of the new Presiding Officer. The Chairman or the new Presiding Officer may make such other orders as are in the interests of fairness, justice and the sport of swimming. In the case of a temporary incapacity of a Presiding Officer, the Chairman shall have discretion regarding appointment of a new Presiding Officer, a delay of the hearing or rehearing or such other order as may serve the interests of fairness, justice and the sport of swimming.
C Other Members - In the event of a death, resignation or permanent incapacity of a member of the Board of Review, the Chairman shall appoint an alternate member, or, failing that, the General Chairman shall appoint an Individual Member, with the advice and consent of the Board of Directors, to serve as a Board of Review member until the next regularly scheduled meeting of the House of Delegates. In the event of a temporary incapacity, the Chairman shall designate another member or an alternate member to act for the incapacitated member for the duration of the incapacity. If there are no alternate members available to serve, the General Chairman, with the advice and consent of the Board of Directors, shall appoint one or more Individual Members to serve as alternate members to serve until the next regularly scheduled meeting of the House of Delegates.
D Determination of Vacancy or Incapacity - The determination of when a membership on the Board of Review becomes vacant or a member becomes incapacitated shall be within the discretion of the Board of Review, subject to any subsequent action by the House of Delegates. The determination as to when the Chairman is temporarily incapacitated shall be made, where the circumstances permit, by the Chairman and otherwise shall be within the discretion of the Board of Review, subject to any subsequent action by the House of Delegates.
.10 Substitutions for Members - In the event that a member of the Board of Review or a Presiding Officer is unable or unwilling to promptly act for any reason, recuses herself or himself or is disqualified in any particular circumstance, the Chairman (or, if the person so unable or unwilling to act or recused or disqualified is the Chairman, the Vice-chairman; or failing that, the General Chairman) shall appoint another regular member or one of the alternate members or, if none of the alternate or regular members is available, a disinterested Individual Member to act in the member's place and stead in respect of that circumstance.
.11 Extensions of Time - The time by which any act is required to be taken pursuant to this Article may be extended or foreshortened by the Chairman, or the Presiding Officer for a particular hearing, for good cause. (A single exception to this rule is provided in Section .) A party's request for an extension of time prior to the time established without regard to the requested extension will be accorded greater deference than a request made later. The time, date and location of any hearing may be changed by the Chairman or the Presiding Officer for a particular hearing on his or her own initiative, as required by the interests of the Board of Review or in the interests of justice.
.12 Advice; Attorney as Presiding Officer -
A Legal and Other Advice - Where appropriate or helpful, the Chairman or Presiding Officer may consult the USS General Counsel, any member of the USS Counsellors Committee, the Chairmen of the USS Legislation, Rules or Officials Committees or of the Bylaws Subcommittee or an attorney (who need not be a member of CSI, USS or the Board of Review) retained by the Board of Review or the Chairman regarding any issue raised by a proceeding.
B Attorney as Presiding Officer - The Board of Review or the Chairman may retain an attorney (who need not be a member of CSI, USS or the Board of Review) to act as Presiding Officer at any hearing where it is appropriate or helpful. A Presiding Officer who is not a Board of Review member may participate in the deliberations of the Board of Review or the designated panel but shall not be counted in determining the existence of a quorum and shall not have a vote.
C Attorney's Fees and Expenses - Prior to retaining an attorney on any basis requiring the payment of fees to the attorney (the payment of expenses to an attorney providing services at no charge ( pro bono publico) shall not be considered as a payment of fees for this purpose), the Chairman or the Presiding Officer shall consult with the General Chairman and the USS General Counsel. The Treasurer is authorized and directed to pay any fee and expenses charged by the attorney and approved by the Chairman.
.13 Code of Conduct for Members of Board of Review; Recusal -
A Code of Conduct - Members of the Board of Review shall:
(1) uphold the integrity and independence of the Board of Review;
(2) avoid any impropriety or even the appearance of impropriety in connection with service as a Board of Review member and swimming-related activities generally; and
(3) perform the duties of Board of Review membership impartially and diligently.
B Grounds for Recusal - Members of the Board of Review shall recuse themselves from participating in any matter pending before the Board of Review:
(1) in which their impartiality might reasonably be questioned;
(2) where they have a personal bias or prejudice concerning a party in the matter pending before the Board of Review or have personal knowledge of disputed evidentiary facts concerning the pending matter (other than knowledge obtained as a Board of Review member);
(3) where they or a member of their household are a party or are likely to be a material witness in the pending matter;
(4) where they or a member of their household have an interest that could be substantially affected by the outcome of the proceeding; or
(5) where they or a member of their household have served or are serving as counsel in the pending matter or are members of a law firm that served or is serving as counsel in the pending matter.
C Recusal by Member - Board of Review members shall recuse themselves as soon as they become aware of facts that give rise to the duty to do so by giving notice to the Chairman, or in the case of the Chairman, the Vice-chairman.
D Recusal/Disqualification Requested by Party - By written notice to the Presiding Officer or the Chairman, or, in the case in which the Chairman is the subject of the notice, the Vice-chairman, any party may request that the members recuse themselves or be disqualified from serving on the pending matter stating the reasons for recusal or disqualification. Such notice shall be given at least ten (10) Business Days prior to the scheduled date of the hearing on such matter or later if the party sustains the burden of proving good cause for the lateness of the notice. The named member shall reach a decision on the matter and notify the Chairman or the Vice-chairman of that decision within five (5) Business Days of receipt of the party's notice. If the member's decision is not in favor of recusal, then the Chairman or the Vice-chairman may, but is not required to, disqualify the member from participating in the pending matter. If there is no disqualification, the hearing shall be conducted and the party giving the notice may appeal the disqualification decision, together with the hearing decision, pursuant to Section .
E Substitution for Recused or Disqualified Member - In the event of a recusal or a disqualification, a substitute shall be appointed as provided in Section .
10.4 GENERAL JURISDICTION -
.1 Administrative Powers - The Board of Review shall have the powers and the duty to:
A administer and conduct the affairs and achieve the purposes of the Board of Review,
B establish policies, procedures and guidelines,
C elect the Chairman in accordance with Section ,
D elect or provide for the appointment of other officers, agents, committees or coordinators to hold office for terms, and to have the powers and duties, specified,
E call regular or special meetings of the Board of Review,
F retain attorneys, agents and independent contractors and employ those persons which the Board of Review may determine are appropriate, necessary or helpful in the administration and conduct of its affairs and
G as may otherwise be appropriate, necessary or helpful in the administration and conduct of its affairs, the achievement of its purposes and the efficient exercise of its duties and powers.
.2 Rule Making Powers - The Board of Review shall have the power and the duty to promulgate rules and procedures with respect to any matter within its jurisdiction or appropriate, necessary or helpful in the administration and conduct of its affairs. The rules and procedures adopted by the Board of Review shall have the same force and effect as if they had been adopted as part of these Bylaws.
.3 Investigative and Judicial Powers - The Board of Review may investigate and conduct hearings, make and publish decisions and orders with regard to any matter affecting CSI, its status or conduct as a Local Swimming Committee or the administration of the sport of swimming in the Territory which involves:
A CSI and (1) a member or members of CSI or (2) a member or members of another LSC solely with respect to conduct or events occurring within the Territory or a combination of persons described in clauses (1) and (2), or
B only a member or members of CSI, or
C with respect to conduct or events occurring outside the Territory, (1) CSI and a member or members of CSI or (2) only a member or members of CSI.
The jurisdiction of the Board of Review is limited in the case of matters described in sections 401.3.1 and 401.3.3 of the USS Code (with regard to the original and exclusive jurisdiction of the National Board of Review) and may be further limited to the extent provided in an order issued pursuant to section 401.3.2 of the USS Code (pertaining to certain discretionary jurisdiction of the National Board of Review).
.4 Exercise of Powers and Decisions - Except for authority and power granted to the Chairman or the Presiding Officer, the exercise of the authority and powers of the Board of Review and the decision of matters which are the subject of a hearing shall be decided by a majority vote of the panel, the rehearing panel or the regular membership of the Board of Review. The views of any dissenters shall be included in the record of the proceeding if requested by the dissenters. The exercise of the Board of Review's authority and power shall lye solely in its discretion and the interests of justice and the sport of swimming. However, the Board of Review shall exercise its power in response to a timely Protest filed with it, subject, in appropriate circumstances, to the power and discretion of the Chairman or Presiding Officer to dismiss a Protest with permission to refile for a stated period. In connection with any preliminary investigation, the Chairman or Presiding Officer may offer the services of a Board of Review member to act as a mediator or similar positions under other alternative dispute resolution mechanisms.
.5 Timeliness of Protest - The Board of Review need not exercise its jurisdiction with respect to a Protest the subject matter of which occurred, or concerns or is founded on events which occurred, more than ninety (90) days prior to the date the Protest is received (as determined under Section ), or in the case of subject matter that relates to a conviction, or actions which could be the basis of a conviction, for a crime (including felony, misdemeanor and lesser crimes) involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors or similar offenses, more than five (5) years prior to that date. A determination not to exercise its jurisdiction as a result of the untimeliness of a Protest may be the subject of a request for rehearing and, thereafter, appeal to the National Board of Review pursuant to Section .
.6 Filing Fees - The Board of Directors or the House of Delegates may impose a schedule of generally applicable fees to be c