Bylaws of

OLD ORCHARD SWIM TEAM BOOSTERS, INC.

A Not-For-Profit Corporation Based in New Jersey
 

ARTICLE I.PURPOSES, OFFICES, AND REGISTERED AGENT.

Section One.  Purposes. The Corporation was originally incorporated on Friday, June 14, 2019, by filing of a Certificate of Incorporation with the New Jersey Secretary of State under the Corporations and Associations Not for Profit Act, Public Law 1937 (Title 15 of Revised Statutes of 1937). The Corporation has elected to be governed by the New Jersey Nonprofit Corporation Act, L. 1983, c. 127, as amended to date, and codified at N.J.S.A.§ 15A:1-1 et seq. (the “Act”). The Corporation has been organized and is being operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time, and more particularly:

• To provide skills training in swimming to develop young participants to become the best athletes they can be, and to foster a lifelong interest in the sport;
• To educate the public about swimming, diving and other nationally-recognized water sports, to cultivate interest in such sports, and to promote water safety in Southern New Jersey by sponsoring swimming lessons, swim safety courses, and lifeguard certification courses;
• To promote a healthy lifestyle through swimming, water sports, water exercise, and activities among those who participate solely for the physical benefits derived therefrom; and
• To conduct, contribute to, supervise, administer, oversee, and host local and regional swimming competitions.

Section Two.   Registered Agent and Registered Office.  The registered agent and registered office of the Corporation in the State of New Jersey may be selected by the Board of Trustees by resolution from time to time.

Section Three.Other Offices.  The Corporation may have such other offices, either within or without the State of New Jersey, as the Board of Trustees may determine or as the affairs of the Corporation may require from time to time.

 

ARTICLE II.MEMBERS

Section One.  No Voting Members.  The Corporation shall have no members with voting rights or other rights of members under the Act.

Section Two. Non-Voting Memberships. The Board of Trustees of the Corporation may create such types of memberships with or without dues and fees as shall be determined by the Board of Trustees by resolution from time to time, including, but not limited to, memberships created to promote or support fundraising efforts by the Corporation for the exempt purposes of the Corporation including support of its programming and acquisition, construction, maintenance and/or improvement of its facilities and equipment. Notwithstanding the foregoing, such memberships shall not have voting rights or other rights of members under the Act.

ARTICLE III.BOARD OF TRUSTEES

Section One.  General Powers.  The affairs of the Corporation shall be managed by its Board of Trustees, which may exercise all of the powers of the Corporation. 

Section Two.  Number, Term, and Election. The number of Trustees shall be not less than three (3) as required by the Act.  The members of the Board of Trustees shall be elected by the Board of Trustees at the Annual Meeting of the Board. Each trustee shall hold office for a term of three years from the date of his/her election and such Trustee’s successor shall have been elected and qualified or until his/her earlier death, resignation or removal.  Trustees may serve two (2) successive terms of three years each, but must leave the Board for at least one year before returning to the Board as a Trustee. With regard to the current four (4) Trustees on the Board of Trustees of the Corporation, two (2) Trustees have been elected to three-year terms, one (1) Trustee to a two-year term, and one (1) Trustee to a one-year term.  A list of the current Trustees and the expiration date of their current first term shall be as follows:

Section Three.  Annual Meeting and Regular Meetings. The Annual Meeting of the Board of Trustees shall be held at the registered office of the Corporation during the month of July each year at such time and on such date as determined by the Board of Trustees and provided in a notice sent at least five (5) days in advance of the meeting.  The Board of Trustees may provide by resolution the time and place, either within or without the State of New Jersey, for the holding of regular meetings of the Board without other notice than such resolution.

Section Four.  Special Meetings. Special meetings of the Board of Trustees may be called by the President or Secretary of the Corporation or at the request of any two Trustees.  The Secretary (or if the persons calling the meeting if the Secretary fails to do so) shall send notice of such special meetings of the Board which may fix the time and  place, either within or without the State of New Jersey, as the place for holding the special meeting of the Board.

Section Five.  Notice. Notice of any special meeting of the Board of Trustees shall be given at least five (5) days previously thereto by notice delivered personally or sent by mail or email to each Trustee at his/her address or electronic address as shown on the records of the Corporation.  It is the responsibility of each Trustee to provide an updated address and electronic mail address to the Corporation’s records when these change. If mailed, such notice shall be deemed to be delivered when deposited with the United States mail service in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by electronic mail, such notice shall be deemed to be delivered when a read receipt is received by the Corporation that the electronic mail has been opened by the recipient. Trustees should notify the Secretary if they do not desire to receive notices by electronic mail, in which case the Secretary shall send by another method set forth in this paragraph.  Any Trustee may waive notice of any meeting.  The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by the Act or by these Bylaws.

Section Six.  Quorum.  A majority of the Board of Trustees in office shall constitute a quorum for the transaction or business at any meeting of the Board; but if less than a majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

Section Seven.  Manner of Acting.  The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by the Act or by these Bylaws.

Section Eight. Action by Written Consent.  Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Trustees or by any committee thereof may be taken without a meeting if all members of the Board of said committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section Nine. Teleconference Meetings.  Any meeting of the Board of Trustees or any committee thereof can be conducted by teleconference call, videoconference or similar electronic means, by which all Trustees participating can simultaneously hear each other.

Section Ten.  Vacancies.  Any vacancy occurring in the Board of Trustees shall be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees.  A Trustee elected to fill a vacancy shall be elected for the unexpired term of such Trustee’s predecessor in office.

Any Trustee position to be filled by reason of an increase in the number of Trustees shall be filled by an affirmative vote of a majority of the Trustees present at any meeting of the Board of Trustees where a quorum exists.

Section Eleven.  Indemnification.  The Corporation shall indemnify, in the manner and to the full extent permitted by the Act, as amended, any Trustee or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or who appears as a witness in, any "proceeding" (as such term is defined in Section l5A:3-4 of the Act), whether or not by or in the right of the Corporation, by reason of the fact that such person is or was a Trustee or officer of the Corporation.  The Corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against him.  To the full extent permitted by law, the indemnification provided herein shall include "expenses" (as such term is defined in said Section l5A:3-4 of the Act), and, in the manner provided by law, any such expenses may be paid by the Corporation in advance of the final disposition of such proceeding.  The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any liabilities or expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of Trustees or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section Twelve.Compensation and Reimbursement of Expenses. Trustees shall not receive any compensation for their services as trustees, but may receive reasonable reimbursement for certain expenses they incur on behalf of the Corporation and “reasonable compensation” for non-trustee services provided to the Corporation;  provided that, in each such case, such reimbursement and compensation shall be approved in advance by a majority of the disinterested members of the Board of Trustees after review of comparable data, such as alternate proposals, to assure that the same is “fair and reasonable” in accordance with Treasury Regulation §53.4958-6 and Section 15A:6-8 of the Act.

Section Thirteen. Removal.  Any Trustee may be removed, with or without cause, at any time by the Board of Trustees by an affirmative vote of a majority of Trustees present at a meeting where a quorum exists.

Section Fourteen.Resignation.  Any Trustee may resign by written notice to the Secretary or President of the Corporation.  The resignation shall be effective upon receipt thereof by the Corporation or at a subsequent time as shall be specified in the notice of resignation.

 

ARTICLE IV.OFFICERS

 

Section One. Officers. The officers of the Corporation shall be the President, Vice-President, Secretary, Treasurer and such other officers as the Board of Trustees of the Corporation may be necessary or desirable. Such officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Trustees.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section Two.  Election and Term of Office.  The officers of the Corporation shall be elected annually by the Board of Trustees at the Annual Meeting of the Board of Trustees by an affirmative vote of a majority of the Trustees present at such Annual Meeting (and provided a quorum is present), immediately following the election of Trustees at such meeting.  Each officer shall hold office for the term of three (3) years and until his/her successor shall have been duly elected and shall have been qualified, or his/her earlier death, resignation or removal. Officers may serve up to two (2) successive terms of three years each in any particular officer position and then must rotate out of that position for at least one year before serving again in that officer position.

Section Three.  Removal. Any officer elected by the Board of Trustees may be removed, with or without cause, by an affirmative vote of a majority of the Trustees present at a meeting where a quorum exists. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section Four. Resignation. Any officer may resign by written notice to the Secretary or President of the Corporation.  The resignation shall be effective upon receipt thereof by the Corporation or at a subsequent time as shall be specified in the notice of resignation

Section Five.  Vacancies.  A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled for the unexpired term by the Board of Trustees by an affirmative vote of a majority at any meeting where a quorum exists.

Section Six.  President. The President shall be the chief executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation.  He/she shall preside at all meetings of the Board of Trustees.  He/she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Trustees, any deed, mortgages, bonds, contracts, or other instruments that the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws or by the Act to some other officer or agent of the Corporation; and, in general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Trustees from time to time.

Section Seven.  Vice-President.  In the absence of the President or in event of his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President.  Any Vice-President shall perform such other duties as from time to time may be assigned to such Vice-President by the President or by the Board of Trustees.

Section Eight.  Treasurer.  If required by the Board of Trustees, the Treasurer shall be bonded by the Corporation (at the Corporation’s expense) for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Trustees shall determine.  He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees; and in general, perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.

Section Nine.  Secretary.  The Secretary shall keep the minutes of the meetings for the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office and electronic mail address of each Trustee; and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Trustees.

 

ARTICLE V.COMMITTEES

 

Section One.  Committees.  The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate one or more committees of the Board and appoint the members of such committees, each of which shall consist of two or more Trustees. Such Board committees, to the extent provided in said resolution, may have and exercise authority of the Board of Trustees in the management of the Corporation; except that no committee shall have the authority to make, repeal or alter any Bylaw of the Corporation, elect or appoint any Trustee, or remove any Officer or Trustee of the Corporation, or amend or repeal any resolution theretofore adopted by the Board.  The designation of committees and the delegation thereto of authority thereto shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed on the Board or such Trustee by law.

Section Two. Committee Members.  The Board of Trustees may, by resolution adopted by a majority of the entire Board, fill any vacancy in any such committee, appoint one or more persons to serve as alternate members of any such committee to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members or remove any person from membership on such committee at any time, with or without cause. 

Section Three.  Term of Office.  Each member of a committee shall continue as such until the next Annual Meeting of the Board of Trustees of the Corporation and until his/her successor is appointed, unless the committee shall be sooner terminated or unless such member be removed from such committee.

Section Four.  Chair.  One member of each committee shall be appointed chair by the members of such committee.

Section Five.  Quorum.  Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section Six. Minutes. Each committee of the Board shall keep regular minutes of its meetings and actions taken at a meeting of any such committee shall be reported to the Board at its next meeting following such committee meeting.

 

ARTICLE VI.CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 

Section One.  Contracts.  The Board of Trustees may authorize any Officer or Officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name or and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section Two.  Checks, Drafts, or Orders for Payment.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.  In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer or an Assistant Treasurer, if any, and countersigned by the President or a Vice-President of the Corporation.

Section Three.  Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Trustees may select.

Section Four.  Gifts.  The Board of Trustees may accept, on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Corporation.

 

ARTICLE VII.MISCELLANEOUS.

 

Section One.  Books and Records.  The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Trustees, and committees thereof.  All books and records of the Corporation may be inspected by any Trustee, or his agent or attorney, for any proper purpose at any reasonable time.

Section Two.  Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of September and end on the last day of August in each year. 

 

ARTICLE VIII.CONFLICT OF INTEREST

 

Section One. Annual Disclosure. The Secretary shall collect from each Trustee annually a written conflict of interest disclosure statement adopted by the Board of Trustees and modified form time to time on which each Trustee shall disclose any conflict or potential conflict of interest that such Trustee may have as defined in such statement.

Section Two. Policy.  The Board of Trustees shall adopt, and may modify from time to time, a conflict of interest policy for the Board of Trustees. 

 

ARTICLE IX.   AMENDMENTS

 

Section One.  Amend Bylaws.  The Bylaws of this Corporation may be amended, or new Bylaws may be adopted, at any duly constituted regular or special meeting called for that purpose, by an affirmative vote of a majority of the Trustees in office after at least five (5) days advance notice of the text of the amendment has been provided to the Trustees.

Section Two. Amend Certificate of Incorporation. The Certificate of Incorporation of the Corporation may be amended, at any duly constituted regular or special meeting called for that purpose, by an affirmative vote of a majority of the Trustees in office after at least five (5) days advance notice of the text of the amendment has been provided to the Trustees.

Section Three. Interpretation.  All questions of interpretation of these Bylaws shall be decided by an affirmative vote of a majority of Trustees present at any meeting where a quorum exists.