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Bylaws

BYLAWS OF DAD’S CLUB SWIM TEAM, INC.

A Texas Non-Profit Corporation

Houston, Texas

ARTICLE I Purposes and Limitations

Section 1

These Bylaws (referred to as “Bylaws”) govern the affairs of Dad’s Club Swim Team, Inc., a nonprofit corporation (referred to as the “Corporation”) organized under the Texas Non-Profit Corporation Act (referred to as the “Act”).

Section 2 Name

The name under which this corporation shall conduct the activities thereof shall be Dad’s Club Swim Team, Inc.

Section 3 Principal Office

The principal office of the Corporation in the State of Texas shall be located at 1006 Voss Road, Houston, Texas 77055. The Corporation may have such other offices, either in Texas or elsewhere, as the Board of Directors may determine. The Board of Directors may change the location of any office of the Corporation. The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.

Section 4 Capital Stock

The Corporation has no capital stock and there shall not be any stockholders of the Corporation.

Section 5 Limitations

No director, officer, employee, or agent of the Corporation shall have or exercise any authority inconsistent with the provisions of these Bylaws, and no director, officer, employee, agent or other person shall have or exercise the authority to act for and on behalf of the Corporation for any purpose, either in furtherance of the stated objectives thereof or otherwise, unless and until authorized so to do by the Board of Directors. Unless so authorized by a resolution of the Board of Directors, duly adopted and recorded in the minutes of the meetings of the Board of Directors, no director, officer, employee, agent or other person shall have the power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.

Section 6 Prohibition as to Property

No director, officer, employee, member or member of a committee, or individual shall receive at any time any earnings of, or pecuniary profit from, the Corporation, or its operations’ provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors. The aforesaid persons likewise shall not be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. The persons aforesaid shall be deemed to have expressly consented and agreed to the matters set forth in Section 6 of this Article I hereunder.

Section 7 Powers

The Corporation shall have all powers vested in corporations organized under and subject to the Texas Non-Profit Corporation Act, not inconsistent with its Charter of Articles of Incorporation and these bylaws. Such power shall be exercised by and through the Board of Directors, constituted and elected as hereinafter provided.

ARTICLE II Membership

Section 1 Members

The Corporation shall have any number of adult dues paying members in good standing (referred to as “Members”). Facility Members pay recurring fees for the use of the Corporation’s facilities (pools, gym, etc.) and associated services, such as Masters. Swim Team Members pay recurring fees, for themselves or as legal guardians, for the participation in the Corporation’s swim team affiliated with USA Swimming.

Section 2 Admission of Members and Removal of Members

Natural persons may be admitted to membership in the Corporation. The Board of Directors may adopt and amend application procedures and qualifications for membership in the Corporation. An affirmative vote of the majority of the Directors present and voting shall be required for removal of any Member for just cause.

Section 3 Membership Fees and Dues

The Board of Directors may set and change the amount of the initiation fee and dues payable to the Corporation by the Members.

Section 4 Certificate of Membership

The Board of Directors will not issue certificates evidencing membership in the Corporation.

Section 5 Waiver of Interest in Corporation Property

All real and personal property, including all improvements located on the property, acquired by the Corporation shall be owned by the Corporation. A Member shall have no interest in specific property of the Corporation. Each Member hereby expressly waives the right to require partition of all or part of the Corporation’s property.

Section 6 Regular Meetings

The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. The meetings may be held either within or without the State of Texas and shall be held at the Corporation’s registered office in Texas if the resolution does not specify the location of the meeting. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings.

Section 7 Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. A person or persons authorized to call special meetings of the Board of Directors may fix any place Within Texas as the place for holding a special meeting. The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting. The Secretary shall give notice to the Directors as required by the Bylaws. Written or printed notice of any special meeting of the Board of Directors shall be delivered to each Director not less than five (5) nor more than thirty (30) days before the meeting. The notice shall purpose or purposes for which the meeting was called.

Section 8 Quorum

Except as provided in Article XIV, Section 2 herein below, a majority of the number of Directors then in office shall constitute a quorum for the transaction at any meeting of the Board of Directors. The Directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough Directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of Directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the Directors present may adjourn and reconvene the meeting one (1) time without further notice. A proxy from an absent Director shall not count in the determination of a quorum.

Section 9 Voting Rights

Each Member shall be entitled to a vote on each matter submitted to a vote of the Members. If a Member is both a Facility Member and a Swim Team Member, then the vote is cast as a Swim Team Member. If a Swim Team Member is legal guardian of more than one swimmer on the team affiliated with USA Swimming, then said Member has one vote per family. This includes all members of the family that are underage swimmers. Each swimmer that has reached the age of eighteen (18) years old is entitled to one vote. A family membership is entitled to one vote per family membership. The vote of the Members is not binding on the Board of Directors but constitutes a recommendation to the Board.  A vote on election of members to the Board of Directors shall be binding on the Board of Directors. Proxy voting by Members at membership meetings shall not be permitted.

ARTICLE III Board of Directors

Section 1 Directors

The affairs of the Corporation shall be managed by the Board of Directors.

Section 2 Duties of Directors

Directors shall exercise ordinary business judgment in managing the affairs of the Corporation. Directors shall act as fiduciaries with respect to the interests of the Members. In acting in their official capacity as Directors of this Corporation, Directors shall act in good faith and take actions they reasonably believe to be in the best interests of this Corporation and that are not unlawful. In all other instances, the Board of Directors shall not take any action that they should reasonably believe would be opposed to the Corporation’s best interest or would be unlawful. A Director shall not be liable if, in the exercise of ordinary care, the Director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the Corporation.

Section 3 Actions of the Board of Directors

The Board of Directors shall try to act by consensus. However, the vote of a majority of Directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board of Directors unless the act of a greater number is required by law or the Bylaws. A Director who is present at a meeting and abstains from a vote is not considered to be present and voting for the purpose of determining the decision of the Board of Directors. For the purpose of determining the decision of the Board of Directors, a Director who is represented by a valid proxy in a vote is considered present.

Section 4 Number of Directors

The number of Directors shall be at least nine (9), but may be up to but not more than (15).

Section 5 Election of Directors

A person who is either a Facility Member or a Swim Team Member, and who has been duly nominated may be elected as a Director. Directors shall be elected by the vote of the Members. Two-thirds (2/3) of the Directors shall consist of Swim Team Members, as defined in Section 1 of Article II. One-third (1/3) of the Directors shall consist of Facility Members, also as defined in Section 1 of Article II. All qualified voting members may vote for both slates of candidates. At any meeting at which the election of a Director occurs a Member may nominate a person with the second of any other Member as long as such person so nominated meets the requirements of this Section 5.

Section 6 Term of Office

Directors shall be elected for staggered terms of two years each.

Section 7 Re-Election of Directors

A Director may be elected to the office of Director for additional succeeding terms as long as such Director meets the requirements of Article III, Section 5 herein above.

Section 8 Resignation

Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.

Section 9 Removal

Any Director, as well as any officer, may be removed from office by the unanimous vote of the Board of Directors. Any such Director shall not be entitled to vote on his or her removal.

Section 10 Automatic Termination

The term of a Director shall expire if the Director is absent at three consecutive meetings of the Board of Directors without having been excused from attendance for reasons acceptable to the Board of Directors. The Secretary shall notify a Director in writing when the Director has two unexcused absences. The written notice shall be mailed to the absentee Director and all members of the Board before the next meeting of the Board of Directors.

Section 11 Filling Vacancies

Any vacancy in the Board of Directors shall be filled by a majority vote of the Board of Directors to fill the tin-expired term of a Director or Directors whose office has been vacated. Any Director so appointed shall stand for election at the next election meeting of the membership, provided said Director is nominated by the Board of Directors Nominating Committee.

Section 12 Proxies

A director may vote by proxy executed in writing by the director, provided, however, no director shall hold proxies for more than two directors. In no event shall a proxy be valid for a period longer than five (5) days after the meeting for which it is given, and shall be revocable, at any time, at the request of the Director granting such proxy. For the purpose of determining the decision of the Board of Directors, a Director who is represented by a valid proxy in a vote is considered present.

Section 13 Compensation

Directors shall not receive compensation for their services.

Section 14 Annual Meeting

A regular annual meeting of the Board of Directors shall be held in September of each calendar year following the annual membership meeting. The following order of business shall be observed: [a] the newly elected directors shall be inducted into the office of director by the preceding year Chairman of the Board; [b] the preceding year Chairman of the Board and the President shall submit written reports; [c] the preceding year Treasurer shall present the financial report for the preceding year; [d] each Committee of the Board of Directors shall present a written report of its activities for the preceding year and recommendations for the future; [e] the reports of the committees and officers shall be received as information and incorporated in the minutes of the meeting as exhibits thereto; [f] the reports of committees and officers shall be inserted into their notebooks as a record for the next committee or officer; [g] officers for the ensuing fiscal year shall be elected; and [h] the transaction of other business, including any proposed amendments to the by-laws of the Corporation.

Section 15 Meetings

The Board of Directors shall meet monthly but in no event not less often than ten times during the calendar year. Special meetings of the Board of Directors may be called by the Chairman or in his absence by the President, or by any three members of the Board. The time, place and agenda of a meeting shall be provided in writing or electronic mail or fax to the directors by the Secretary at least five (5) days prior to the meeting.

Section 16 Order of Business

Each meeting shall begin with roll call, followed by the reading and approval of the minutes, Facility Director’s report, the Treasurer’s report, the Head Coach’s report, other committee reports, old business and new business. The Board of Directors and the members of each committee or subcommittee shall have full authority to change the order of business at any meeting and to adopt such rules for conducting the business thereof, not inconsistent with these by-laws, as may be deemed necessary.

Section 17 Rules of Order

The rules of procedure at meeting shall be according to Robert’s Rules of Order, so far as applicable, and when not inconsistent with the by-laws. The rules of procedure may be suspended by a majority vote of those present and voting at any meeting.

ARTICLE IV Executive Officers of the Board

Section 1

The executive officers of the Corporation shall be a president, one vice president, a secretary and a treasurer. The Board of Directors may create additional officer position, define the authority and duties of each such position and elect or appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2 Election and Term of Office

The executive officers of the Corporation shall be elected annually by the Board of Directors at the regular meeting of the Board of Directors. If the election of officers is not held at this meeting, the election shall be held as soon thereafter as conveniently possible. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed him or herself in the same office.

Section 3 Salaries of Executive Officers

All executive officers shall serve without compensation.

Section 4 Vacancies

In case any executive office of the Corporation becomes vacant by death, resignation, retirement, disqualification, removal or any other cause, the majority of the Board of Directors shall elect an officer to fill the vacancy for the un-expired term thereof.

Section 5 Removal

Any executive officer elected or appointed by the Board of Directors may be removed by the Board of Directors without good cause. The removal of any executive officer shall be without prejudice to the contract rights, if any, of the executive officer.

Section 6 President

The President shall be the chief executive officer of the Corporation. The President shall supervise and control all of the business and affairs for the Corporation. The President shall preside at all meetings of the members and of the Board of Directors. The President may execute any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors have authorized to be executed. However, the President may not execute instruments on behalf of the Corporation if this power is expressly delegated to another officer or agent of the Corporation by the Board of Directors, the Bylaws or statute. The President shall perform other duties prescribed by the board of Directors and all duties incident to the office of President.

Section 7 Vice President

When the President is absent, is unable to act or refuses to act, a Vice President shall perform the duties of the President. When a Vice President acts in place of the President, the Vice President shall have all the powers of and be subject to all the restrictions upon the President. A Vice President shall perform other duties as assigned by the President or by the Board of Directors.

Section 8 Secretary

The Secretary will [a] give all notices as provided by the Bylaws or as required by law; [b] take minutes of the meetings of the members and of the Board of Directors and keep the minutes as part of the corporate records; [c] maintain custody of the corporate records and of the seal of the Corporation; [d] affix the seal of the Corporation to all documents authorized; [e] keep a register of the mailing address of each director, officer and employee of the Corporation; [f] perform duties as assigned by the President or by the Board of Directors; and [g] perform all duties incident to the office of Secretary.

Section 9 Treasurer

The Treasurer shall [a] have charge and custody of and be responsible for all funds and securities of the Corporation; [b] receive and give receipts for moneys due and payable to the Corporation from any source; [c] deposit all moneys in the name of the Corporation in banks, trust companies or other depositories as provided in the Bylaws or as directed by the Board of Directors or President; [d] write checks and disburse funds to discharge obligation of the Corporation. Funds may not be drawn from the Corporation or its accounts in excess of $10,000.00 without the signature of the President or Vice President in addition to the signature of the Treasurer; [e] maintain the financial books and records of the Corporation; [f] prepare financial reports at least annually; [g] perform other duties assigned by the President or by the Board of Directors; [h] if required by the board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors; and [i] perform all of the duties incident to the office of Treasurer.

ARTICLE V Committees of the Board

Section 1 Members

The Executive Officers of the Board shall appoint Board members to their positions on the board subject to and in accord with the by-law of the Corporation. Each member of a committee shall be a member of the Corporation with the exception being members of the Advisory Committee.

Section 2 Standing Committees

The operations of the Corporation shall be conducted by the following committees of the Board of Directors:

 

[a] Executive Committee: The Executive Committee shall be chaired by the President, with the additional members to be the Treasurer and two members of the Board to be elected by majority vote of the Board of Directors. This committee shall be responsible for the operations and finances of the Corporation, and shall have the authority to remove members of the board and committee members thereof, as provided elsewhere herein. Additionally, this committee shall approve fund raising and disbursement plans of the Corporation.

[b] Long Range Planning Committee: This committee shall be chaired by a non-officer of the Board of Directors. The additional members to be the President and two other non—board members. This committee shall be responsible for future facility improvements, construction, long-range maintenance of the present facility and the business-plan of the organization.

[c] Fund Raising Committee: This committee shall be chaired by a non-officer member of the Board of Directors. The additional members to be the President and at least two other non-board members. This committee shall be responsible for team sponsorships, lane sponsorships, grant writing as well as other fundraising.

[d] Nominating Committee: The Nominating Committee for the Board of Directors shall be chaired by the President with the additional members to be at least two (2) members of the Board of Directors and with the option of adding an additional member who is not a Director. The Nominating Committee shall bring to the Board a list of nominations to be voted upon. Those approved will be presented as the slate of nominees presented to the membership for approval.

[e] Finance Committee: This committee shall be chaired by the Treasurer of the Board of Directors. The additional members to be the President and one other member of the Board of Directors. This committee shall be responsible for assisting the Treasurer with the conduct of his/her duties and for submitting the annual team budget.

[f] Records Committee: This committee shall be chaired by the Secretary of the Board of Directors. The additional members to be the President and any other member.

[g] Advisory Committee: This committee shall be permanently co-chaired by the Facility Director and the Head Swim Coach of the Corporation’s U.S.A. Swimming swim team. The additional members to the Advisory Committee shall be the immediate past President of the Board of Directors, one adult Member who is swimming on the Corporation’s U.S.A. Swimming swim team or has minor children swimming on the Corporation’s U.S.A. Swimming swim team, two adult Members who are not swimming on the Corporation’s USA. Swimming swim team or do not have minor children swimming on the Corporation’s U.S.A. Swimming swim team, and two other members to be selected by the Board of Directors from the City of Spring Valley Village/Houston community. This committee shall be responsible for making recommendations to the Board of Directors and advising the Board of Directors with matters presented to the Board of Directors.

Section 3 Additional Committees

Each standing committee may form one or more subcommittees to assist in the performance of the duties assigned to it. The chairman of such standing committees will notify the Executive Committee of any subcommittee established by said chairman. Each such subcommittee shall consist of not less than one member of the Standing Committee to which such subcommittee reports, and such other member of the Board of Directors or general members of the Corporation as determined by the standing committee. The Chairman of a subcommittee shall be appointed by its Standing Committee chairman.

Section 4 Meetings

All committees and subcommittees shall meet on the call of their respective chairperson.

Section 5 Limitations of Authority

No committee or subcommittee and no member of such committee or subcommittee, shall have power or authority to bind or obligate the Corporation without the express authorization of the Board of Directors. Each committee and subcommittee shall act in an advisory capacity only as to the matters within its jurisdiction, and shall obtain the approval of the Executive Committee or Board of Directors before any business is transacted on behalf of the Corporation, or any program instituted.

Section 6 General Members of Standing Committee

The general member of a standing committee shall be appointed by the chairman of the standing committee to serve for a one (1) year term and may re re-appointed to succeeding terms.

ARTICLE VI Fiscal Year of Corporation

Section 1 Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

ARTICLE VII Dividends and Finance

Section 1 Assets

No dividends shall ever be paid by the Corporation and no assets or property of the Corporation shall ever be distributed to or inure to the benefit of any member of the Corporation or other person, except that members of the Corporation or other persons may be reimbursed for actual expenses incurred for the benefit of the Corporation when approved by the Board of Directors.

Section 2 Deposits

Funds of the Corporation shall be deposited in such bank or trust company as the Executive committee shall designate.

Section 3 Tax Returns

The Corporation’s annual IRS Tax Return shall be prepared by a Certified Public Account, selected by the Board of Directors, and timely filed as required by the Internal Revenue Service.

ARTICLE VIII Indemnification of Directors and Officers

Section 1 General Provisions

Each director and each officer or former director or officer of this Corporation shall be indemnified by the Corporation against liabilities imposed upon him/her and the expenses reasonably incurred by him/her in connection with any claim made against him/her or any action, suit, or proceeding to which he/she may be a party by reason of his/her being or having been a director or officer and against such sum as independent counsel selected by the Board of Directors shall deem reasonable payment made in settlement of any such claim, action, suit, or proceeding primarily with the view of avoiding expenses of litigation; provided, however, that no director or officer shall be indemnified with respect to matters as to which he/she shall be adjudged in such, action, suit or proceeding to be liable for negligence or misconduct in performance of duty or with respect to any matters which shall be settled by the payment of sums which counsel selected by the Board of Directors shall not deem reasonable payment made primarily with the view of avoiding expenses of litigation or with respect to matters for which such in addition to any other rights to which directors or officers may be entitled.

ARTICLE IX Transactions of the Corporation

Section 1 Contracts

The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

Section 2 Gifts

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purposes of the Corporation. The Board of Directors may make gifts and give charitable contribution that are not prohibited by the Bylaws, the articles of incorporation, state law and any requirements for maintaining the Corporation’s federal and state tax status.

Section 3 Prohibited Acts

As long as the Corporation is in existence and except with the prior approval of the Board of Directors, no director or officer of the Corporation shall: [a] do any act in violation of the Bylaws or binding obligation of the Corporation; [b] do any act with the intention of banning the Corporation or any of its operations; [c] do any act that would make it impossible or unnecessarily difficult to carry on the intended ordinary business of the Corporation; [d] receive an improper personal benefit from the operation of the Corporation; [e] use the assets of this Corporation, directly or indirectly, for any purpose other than carrying on the business of this Corporation; [f] wrongfully transfer or dispose of Corporation property, including intangible property such as goodwill; [g] use the name of the Corporation (or any substantially similar name) or any trademark or trade name adopted by the Corporation, except on behalf of the Corporation in the ordinary course of the Corporation’s business; 01' [h] disclose any of the Corporation business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.

ARTICLE X Books and Records

Section 1 Required Books and Records

The Corporation shall keep correct and complete books and records of account. The Corporation’s books and records shall include: [a] a file-endorsed copy of all documents filed with the Texas Secretary of State relating to the Corporation, including, but not limited to, the articles of incorporation and any articles of amendment, restated article, articles of merger, articles of consolidation and statement of change of registered office or registered agent; [b] a copy of the Bylaws and any amended versions or amendments of the Bylaws; [c] Minutes of the proceedings of the Board of Directors; [d] a list of the names and addresses of the directors, officers and members of the Corporation; [e] a financial statement showing the assets, liabilities and net worth of the Corporation at the end of the most recent fiscal years; [f] a financial statement showing the income and expenses of the Corporation for the most recent fiscal years; [g] all rulings, letters and other documents relating to the Corporation’s federal, state and local tax status; [h] the Corporation’s federal, state and local tax information or income tax returns for each of the Corporation’s most recent tax years.

Section 2 Inspection and Copying

Any director or officer may inspect and receive copies of all books and records of the Corporation required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the Corporation and if the person submits the request in writing. Any person entitled to inspect and copy the Corporation’s books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the Corporation’s books and records may do so at a reasonable time no later than five (5) working days after the Corporation’s receipt of a proper written request. The Board of Directors may establish reasonable fees for copying the Corporation’s books and records.

ARTICLE XI Notices

Section 1 Notice by Mail or Electronic Mail

Any notice required or permitted by the Bylaws to be given to a director, officer or member may be given by mail or electronic mail. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage prepaid. If given by electronic mail, a notice shall be deemed to be delivered when sent to the person at his or her electronic mail address as it appears on the records of the Corporation. A person may change his or her mailing address or electronic mail address by giving written notice to the Secretary of the Corporation.

Section 2       

Whenever any notice is required to be given under the provisions of the Act or under provisions of the Articles of Incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

Section 3

The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XII Special Procedures Concerning Meetings

Section 1 Meeting By Telephone

The Board of Directors may hold a meeting by telephone conference call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. A person in a conference call meeting constitutes presence of that person at the meeting.

Section 2 Decision Without Meeting

Any decision required or permitted to be made at a meeting of the Board of Directors may be made without a meeting. A decision without a meeting may be made by electronic mail, provided any such decision shall be ratified in writing at the next ensuing meeting of the Board of Directors signed by all persons entitled to vote on the matter. The original signed ratification shall be placed in the Corporation minute book and kept with the Corporation’s records.

Section 3 Voting By Proxy

A person who is authorized to exercise a proxy may not exercise the proxy unless the proxy is delivered to the officer presiding at the meeting before the business of the meeting begins, provided, however, no person shall hold more than two proxies. The Secretary or other person taking the minutes of the meeting shall record in the minutes the name of the person who executed the proxy and the name of the person authorized to exercise the proxy. If a person who has duly executed a proxy personally attends a meeting, the proxy shall not be effective for that meeting. A proxy filed with the Secretary or other designated officer shall remain in force and effect until the first of the following occurs: [a] an instrument revoking the proxy is delivered to the Secretary or other designated officer; [b] the proxy authority expires under the terms of the proxy, but in no longer than five (5) days after the meeting for which it is given; and [c] the proxy authority expires under the terms of the Bylaws.

ARTICLE XIII Amendments to Bylaws

Section 1

The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors. The notice of any directors’ meeting at which Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted shall include the text of the proposed bylaw provisions as well as the text of any existing provisions proposed to be altered, amended or repealed. Alternatively, the notice may include a fair summary of those provisions.

ARTICLE XIV Miscellaneous Provisions

Section 1 Power of Attorney

A person may execute any instrument related to the Corporation by means of a power of attorney if an original executed copy of the power of attorney is provided to the Secretary of the Corporation to be kept with the Corporation records.

Section 2

The following voting matters presented to the Board of Directors shall not be binding upon the Board unless all members of the Board of Directors are present for such vote and will require a two-thirds majority: [a] changing and/or amending the bylaws; [b] changing management, operational, structural or intended use of the property belonging to the Corporation; [c] changing the ownership or financial structure of the Corporation; [d] changing the executive director of the Corporation; and [e] changing the Head Swim Coach of the Corporation’s U.S.A. Swimming swim team.

Section 3 Dissolution

In the event of the dissolution of the Corporation, by lapse of time or otherwise, when it has or is entitled to any interests in any funds or property of any kind, real, personal, or mixed, such funds or property or rights thereto shall not be transferred to private ownership, but shall be distributed to one or more nonprofit corporations that are described in Sections 501(c)(3) and 509(a)(l), (2) or (3) of the Internal Revenue Code of 1986, as amended, or corresponding provision hereinafter in effect, or alternatively to the State of Texas, as selected in the sole and absolute discretion of the Board.

Section 4

The Bylaws shall be binding upon and inure to the benefit of the directors, officers, members, employees and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors and assigns, except as otherwise provided in the Bylaws.

Section 5 Previous Bylaws

The foregoing bylaws supersede any and all previous bylaws of the Dad’s Club Swim Team, Inc.

 


 

The foregoing Bylaws of Dad’s Club Swim Team, Inc., a Texas non-profit corporation, located in Houston, Harris County, Texas, are hereby approved by unanimous vote by its Board of Directors this 14 day of October 2013.