1.1 NAME - The name of the corporation shall be Potomac Valley Swimming, Inc. (PVS).
1.2 OBJECTIVES - Potomac Valley Swimming (PVS) shall promote swimming and foster equal access for competitive opportunities for the benefit of swimmers of all ages and abilities, in accordance with the standards, rule, regulations, policies and procedures of the Federation Internationanale de Nation Amateur (FINA), USA Swimming (USA-S) and PVS and its Articles of Incorporation. The objectives and primary purpose of PVS shall be the education and assurance of instruction and training of individuals to develop and improve their capabilities in the sport of swimming.
1.3 GEOGRAPHIC TERRITORY - The geographic Territory of PVS is the District of Columbia and in the State of Maryland, the Counties of Montgomery and Prince George's, and in the Commonwealth of Virginia, the Counties of Arlington and Fairfax and the cities of Alexandria and Falls Church.
1.4 JURISDICTION - PVS shall have jurisdiction over the sport of swimming as delegated to it as a Local Swimming Committee (LSC) by USA-S to conduct swimming programs consistent with PVS's objectives and those of USA-S 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 the current version of the USA-S Rules and Regulations). PVS shall discharge faithfully its duties and obligations as a Local Swimming Committee of USA-S in accordance with these Bylaws, the USA-S Code and all applicable policies and procedures.
2.1 MEMBERS - The membership of PVS shall consist of the following:
.1 GROUP MEMBERS - Group Members are organizations operating in the Territory which have, upon application, been granted membership in USA-S and PVS and paid the fees established by USA-S and PVS pursuant to Article 3. An organization may be denied membership by the Registrar 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. 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 USA-S Code, the rules, regulations, policies, procedures and codes of conduct and ethics of PVS and USA-S and may be terminated by a decision of the Board of Directors, 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 PVS, and competitions sanctioned or approved by USA-S, in accordance with Section 9.2. Any denial of membership may be appealed to the Board of Review.
A Club Members - A Club Member is an organization which is in good standing as a Group Member of PVS and USA-S, 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 PVS and USA-S.
B Affiliated Group Members - An Affiliated Group Member is an organization which supports the sport of swimming and the objectives and programs of PVS and USA-S, which is in good standing as a Group Member of PVS and USA-S, but which does not have athletes and coaches who are all Individual Members of PVS and USA-S.
.2 INDIVIDUAL MEMBERS - Individual Members are individuals involved in the sport of swimming in the Territory who have, upon registration, been granted membership in USA-S and PVS and paid the dues established by USA-S and PVS pursuant to Article 3. An individual may be denied membership by the Registrar 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 USA-S Code, the rules, regulations, policies, procedures and codes of conduct and ethics of PVS and USA-S and may be terminated by a decision of the Board of Directors, the Board of Review, or the National Board of Review. Individual Members in good standing shall be entitled to participate in the program of swimming conducted by PVS, and competitions sanctioned or approved by USA-S, in accordance with Section 9.1.
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 PVS and USA-S.
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 USA-S and who is in good standing as an Individual Member of PVS and USA-S. Any individual desiring to act in any coaching capacity at any competition sanctioned by USA-S must be a Coach Member in good standing of PVS and USA-S.
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 PVS or a Group Member Representative or alternate.
D Seasonal Athlete Members - A Seasonal Athlete Member is an individual who participates or competes in the sport of swimming and has joined for the period of May through August in a registration year and is in good standing as an Individual Member of PVS and USA-S.
.3 MEMBERSHIP TERMINATION - Membership in PVS and USA-S is a privilege and shall not be interpreted as a right. Membership may be terminated by the Board of Directors, Board of Review, or the National Board of Review for any violation of a member's responsibilities under Section 2.2, for any of the reasons set forth in Section 10.4.7C or for any other reason determined by the Board of Directors, the Board of Review, or National Board of Review to be in the best interests of the sport of swimming, USA-S or PVS.
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 USA-S and PVS, 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, PVS or USA-S into disrepute. By applying for and accepting membership in PVS and USA-S, each Individual Member agrees to so abide and represents, except to the extent disclosed to PVS and USA-S, 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.
.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 USA-S or PVS, 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 Individual Member to be a Club Safety Coordinator. The Club Safety Coordinator shall be responsible for disseminating safety education information received from USA-S and PVS 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 PVS's Safety Coordinator.
3.1 CLUB MEMBERS - Every Club Member shall pay an annual fee consisting of a national club fee established by USA-S and a local club fee established by PVS, together with any other charges, fees, etc. as may be established by PVS.
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 USA-S and a local fee established by PVS.
3.4 COACHES - Each Coach Member shall pay an annual fee consisting of a national fee established by USA-S and a local fee established by PVS, together with any other charges, fees, etc. as may be established by PVS.
3.5 ACTIVE INDIVIDUAL MEMBERS - Each Active Individual Member shall pay an annual fee consisting of a national fee established by USA-S and a local fee established by PVS, together with any other charges, fees, etc. as may be established by PVS.
3.6 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 PVS. 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 PVS when due in accordance with PVS's fee schedule.
3.7 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 PVS or USA-S, within the time prescribed, as evidenced by a final decision of the Board of Directors, 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 USA-S, (b) participating in any capacity in the affairs of USA-S, PVS 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 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 USA-S, PVS or their former LSC's, 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 USA-S, (b) obtaining an OVC or other reportable time achieved in events swum at any USA-S sanctioned, approved or observed meet, (c) participating in any capacity in the affairs of USA-S, PVS 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 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 USA-S, (b) obtain an OVC or other reportable time in events swum at any USA-S approved or observed meet, (c) participate in any capacity in the affairs of USA-S, PVS 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 USA-S and (b) participating in any capacity in the affairs of USA-S, PVS 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.
4.1 MEMBERS - The House of Delegates of PVS shall consist of the Group Member Representatives, the Athlete Representatives, the Coach Representatives, the Board Members designated in Section 5.1, and the At-Large House Members.
.1 GROUP MEMBER REPRESENTATIVES - Each Group Member in good standing shall appoint from its membership a Group Member Representative and one or more alternates. The appointment shall be in writing, addressed to the Vice-Chairman of the Administrative Division (Secretary) of PVS 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 Vice-Chairman of the Administrative Division (Secretary) of PVS 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 2-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 or 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 PVS or another LSC; and unless granted an exception by the Board of Directors (d) reside in the Territory and expect to reside therein throughout at least the first half of the term. The election of the Athlete Representative shall be conducted annually during PVS's long course swimming championships, 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 failing that, at a time and in a manner designated by the Board of Directors. The Athlete Representatives elected shall be determined by a plurality of the Athlete Members in good standing, present, and voting who are thirteen (13) years of age or older.
.4 COACH REPRESENTATIVES - Two (2) Coach Representatives shall be elected, one each year for a 2-year term, or until a successor is elected.
Nominations to the PVS Board of Directors for Coach's Representative will be held at the Winter Competition Committee Meeting preceding the spring PVS championship meets. A ballot will be produced and will be made available to all registered PVS Coaches in good standing as of the day before the first day of the first championship meet. Balloting will take place at two sessions of each of the championship meets. Notice will be given not less than 10 days prior to the first day of voting as to the exact sessions where balloting will take place.
The Coach's Representative whose term is not expiring and the Administrative Office will oversee the voting process. The ballots will be counted at the conclusion of Sunday Prelims. This will provide time for run off election (in the event of a tie) during finals of the last scheduled PVS championship meet. Election results will be posted on the PVS Web Page as soon as possible.
The election of the Coach Representative shall be determined by a plurality of the Coach Members in good standing, present, and voting. If the election shall not occur as specified above, it shall occur 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 term 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 (OTHER THAN THOSE OF AFFILIATED GROUP MEMBERS), 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 INDIVIDUAL MEMBERS - Individual Members who are not members of the House of Delegates may attend open meetings of the House of Delegates and be heard at 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 PVS and the establishment of policies, procedures and programs. In addition to the duties and powers prescribed in the USA-S Code or elsewhere in these Bylaws, the House of Delegates may:
.1 Elect the officers and the Strategic Planning Committee Chairman, as listed in Section 6.1, in accordance with Sections 6.2 through 6.6, and members of the Board of Review.
.2 Review, modify and adopt the annual budget of PVS recommended by the Board of Directors;
.3 Call regular and special meetings of the House of Delegates;
.4 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;
.5 Establish joint administrative committees, or undertake joint activities with other sports organizations where deemed helpful or necessary by PVS;
.6 Establish by resolution one or more committees of its members. The committees shall have the powers and duties specified in the resolution, 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;
.7 Amend the Bylaws of PVS in accordance with Section 11.3; and
.8 Remove from office any Board Members, 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 10.4.7C. 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 Vice-Chairman of the Administrative Division (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 using the procedures for a formal hearing pursuant to Section 10.6.1 to the extent applicable. Should the Board Member, Board of Review member, 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 10.
4.5 ANNUAL MEETING - The annual meeting of the House of Delegates of PVS shall be held in the month of May of each year.
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.
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; APPOINTMENT - The Nominating Committee shall comprise not fewer than three (3) Individual Members appointed by the Board of Directors. At least one (1) member of the Nominating Committee shall not be a member of the Board of Directors. Each Nominating Committee member shall be an Individual Member of PVS and USA-S. Section 6.5.3 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.
.2 CHAIRMAN ELECTED BY NOMINATING COMMITTEE - The Chairman of the Nominating Committee shall be elected 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 as specified in Section 6.1 , or Strategic Planning Committee Chairman, or the members of the Board of Review 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.
.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 4.15.1 where convenient. See Section 16.1.5 for the methods which may be used for the distribution.
.5 ADDITIONAL NOMINATIONS - Additional nominations 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 with a minimum of six (6) days notice required. Pertinent pro-visions of Sections 7.5 through 7.16 and Section 16.1.5 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 two-thirds of the 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 PVS and USA-S. Issues pertaining to personnel, discipli-nary action, legal, tax or similar affairs of PVS shall be deliberated and decided in a closed exe-cutive 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 PVS and USA-S 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.
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 4.4.8, shall be determined by a two-thirds vote after at least thirty (30) days notice. See also Section 11.3 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 Vice-Chairman of the Administrative Division (Secretary), or the Administrative Assistant acting on their behalf, shall distribute a written ballot to every member of the House of Delegates entitled to vote on the matter. The written ballot may be distributed either by first class mail postage prepaid or by electronic e-mail. (The ballot shall be faxed or sent by express mail to any person entitled to vote who does not have ready access to e-mail.) 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 48 hours involving an electronic vote or 6 days involving a vote conducted by first class mail) within which to return the ballot to the Secretary or the PVS Administrative Assistant. 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.
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 16.1.5 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.