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POINTE AQUATICS MISSION STATEMENT
POINTE AQUATICS CODE OF CONDUCT FOR

        PARENTS/LEGAL GUARDIANS/SWIMMERS
TEN COMMANDMENTS FOR SWIM PARENTS
POINTE AQUATICS BY-LAWS
THE POINTE AQUATICS BOARD

 

 

                                                                                                                       BYLAWS OF POINTE AQUATICS

(A Michigan Non-Profit Corporation)

ARTICLE I

Name and Registered Office

 

Section 1.   Name.  The name of the Corporation is Pointe Aquatics.

Section 2.   Registered Office.  The registered office of the Corporation is 20660 Vernier Circle, Grosse Pointe Woods, Michigan 48236.  The resident agent shall be the person who from time to time is designated as such by the Board of Directors.

Section 3.   Principal Office.  The Corporation shall have its principal office at 20660 Vernier Circle, Grosse Pointe Woods, Michigan 48236.

ARTICLE II 

Mission

Section 1.   Objectives.  The corporation is organized and shall be operated as a non-profit: Corporation established for the promotion and development of competitive swimming programs for all age groups, covering the area of Southeastern Michigan.

To support the coaching staff and swimmers of Pointe Aquatics through solicitation, collection, receipt and administration of discretionary funds in order to facilitate the development of competitive swimming in the southeastern Michigan area;

To deal with and distribute the corporation’s income and assets in such manner as the director’s judgment will best promote its objectives and purposes.

Section 2.   Earnings.  No part of the net earnings or assets of the corporation shall inure to the benefit of any director or officer of the corporation or any other private person, but the corporation is authorized and empowered to pay reasonable compensation for services rendered by employees, including the Head Coach and his assistants and to make payments and distributions in furtherance of its non-profit purposes.

 ARTICLE III

Participation

Section 1.   Participation.  Participation in Pointe Aquatics programs shall be open to all individuals actively enrolled in the Pointe Aquatics swim program.

ARTICLE IV

Board of Directors

Section 1.    Number, Selection and Term of Office.  The business, property and affairs  of this corporation shall be managed by a Board of Directors consisting of not less than five (5) members who shall be appointed by a majority vote of the Board.

The term of office of each director shall be indefinite subject only to termination by death, resignation, or upon a majority vote of the Board of Directors.

With regard to the selection and appointment of Directors of Pointe Aquatics, consideration shall be given to the prior experience and working knowledge of the sport of competitive swimming.

Section 2.    Powers and Priorities of Directors.  In carrying out its duties, the Board shall be authorized to enter into employment contracts with employees of Pointe Aquatics, their head coach and assistants. Such compensation shall be fair and reasonable in each case and by comparison with the marketplace. Members of the Board of Directors shall not be paid for their services as Directors, except that they may be compensated for reasonable expenses incurred on the behalf of Pointe Aquatics.

The Board of Directors shall have the right to revoke or deny participation of any individual participant (1) who is delinquent for 30 days or more in the payment of dues, assessments, charges or entry fees, or (2) whose conduct, or that of the participant’s parent or guardian, is determined by a majority of the Board of Directors to be detrimental to the aims, objectives and purpose of Pointe Aquatics.

 Section 3.    Financial Reports.  The corporation shall prepare periodic reports of its income, expenses and distributions and such other financial data as may be required by law.

Section 4.   Limitation on Liability.  Neither the Board of Directors, nor any of its officers or employees shall be liable for the acts, negligence or defaults of any employee, agent or other representative selected with reasonable care, nor for anything it may do or refrain from doing in good faith including the following if done in good faith: errors in judgment, acts done or committed on advice of counsel, or mistakes of fact or law.

Section 5.   Regular Meetings.  Regular meetings of the Board of Directors shall be held at such time and place as the members shall from time to time determine.

Section 6.    Meeting Notices.  Meetings of the Board of Directors may be called by the President or by fifty percent (50%) of the Board of Directors.

Section 7.   Quorum.   Fifty percent (50%) plus one of the Directors by proxy or present shall constitute a quorum for purposes of the transaction of business.

Section 8.   Participation by Communication Equipment.   A member of the Board of Directors may participate in a meeting by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other.  Participation in a telephone conversation constitutes presence in person at the meeting.

Section 9.   Informal action by the Board of Directors.  Action required or permitted to be taken pursuant to authorization voted at a meeting of the members and Board of Directors may be taken without a meeting if before or after the action all members of the Board consent thereto in writing.  Written consent shall be filed with the minutes of the proceedings of the Board.

Section 10.   Compensation.  Members of the Board of Directors shall not receive any compensation for their services as members of the Board for reasonable expenses incurred on behalf of Pointe Aquatics Swim Club.

Section 11.  Initial Board of Directors.  The additional Board of Directors (pursuant to the Restatement of Articles of Incorporation) shall consist of the following five members:

Michael O’Connor

Robert Van Beek

Lisa Howle

Frances Schmidt

William Tripp

ARTICLE V

Officers

Section 1.  Officers.  The officers of the corporation shall be elected and appointed by the Board of Directors and shall consist of a President, a Vice President, a Secretary, a Treasurer, and such other officers as may from time to time be determined by the Board of Directors.  Two (2) or more offices may be held by the same person. 

Section 2.    Appointment and Term of Office.  The officers of the corporation shall be appointed by the Board of Directors for an indefinite term.  Each officer so appointed shall hold office until his successor is installed and qualified or until his resignation or removal.

Section 3.   President.  The president shall be the principal executive officer of the corporation and shall generally perform all of the duties usually performed by presidents of like corporations.  He or she shall preside at all meetings of the board.  The president may sign with the secretary or any other proper officer of the corporation authorized by the Board of Directors for any deeds, mortgages, bonds, contracts or other instrument which the Board of Directors is authorized be executed. 

Section 4.         Vice-President. The Vice-President shall: (a)  in the absence of the  President  or  the President’s inability to perform the duties of the President shall in conjunction with the Secretary have the powers of the president and the two acting together shall see that all orders and resolutions of the Board are carried into effect.(b) Shall work in conjunction with the President and the Board to perform any duties as each may direct.

Section 5.   Treasurer.  It shall be the duty of the treasurer to have general charge of all money and other property belonging to the corporation and to disburse same under the direction of the members and Board of Directors and to keep an accurate amount of same; 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 or her by the President or by the Board of Directors.

Section 6.   Secretary.  The secretary shall keep minutes of any meetings of the Board in one or more books provided for that purpose.  In addition, the secretary will see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, also be custodian of the corporate records and in general perform the duties from time to time as may be assigned to him or her by the President or by the Board of Directors. 

Section 7.   Other Officers.  If the Board of Directors establishes other officers, it shall designate the duties thereof. 

Section 8.    Appointment of Officers.  The following officers have been appointed by majority vote of the Board of Directors. 

President – Lisa Howle

Vice-President-Frances Schmidt

Treasurer – Robert VanBeek

Secretary – William Tripp

Head Coach - Michael O’Connor

Article VI

Amendments to Bylaws of Articles of Incorporation

Section 1.    Amendment of Bylaws by Directors.  These Bylaws may be amended or revoked in whole or in part from time to time by the affirmative vote of three-fifths(60%) of the Board of Directors.

ARTICLE VII

Dissolution

Section 1.   Dissolution.  Upon dissolution of the corporation, its assets shall be distributed by the Board of Directors to a tax exempt educational organization or organizations (as defined by section 501 of the Internal Revenue Code and its regulations as they may then exist) whose purposes are consistent with the purposes of this corporation.