5.1 MEMBERS - The Board of Directors shall consist of the following officers, committee chairmen, and representatives of PVS, together with those additional members designated in Sections 5.2 and 5.3:
5.2 EX-OFFICIO MEMBERS - The Immediate Past General Chairman of PVS and the current Chairman of the Board of Review, if Individual Members in good standing, shall be ex-officio members of the Board of Directors during the time period in which they meet the defined status.
5.3 VOICE AND VOTING RIGHTS OF BOARD MEMBERS - The voice and voting rights of Board Members and Individual Members shall be as follows:
.1 BOARD MEMBERS - Each Board Member other than the ex-officio members (see Section 5.2) shall have both voice and vote in meetings of the Board of Directors.
.2 NON-VOTING BOARD MEMBERS - Unless entitled to vote under another provision of these Bylaws, the ex-officio members shall have voice but no vote in meetings of the Board of Directors and its committees.
.3 INDIVIDUAL MEMBERS - Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees 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 Board of Directors or its committees.
5.4 DUTIES AND POWERS - The Board of Directors shall act for PVS and the House of Delegates during the intervals between meetings of the House of Delegates, subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission, except that it shall not remove a Board Member, a Board of Review member or other person elected by the House of Delegates or amend these Bylaws. In addition to the powers and duties prescribed in the USA-S Code or elsewhere in these Bylaws, the Board of Directors shall have the power and it shall be its duty to:
.1 Establish and direct policies, procedures and programs for PVS;
.2 Oversee the conduct by the officers and staff of PVS and the day-to-day management of the affairs of PVS;
.3 Provide advice and consent to appointments proposed by the General Chairman that require advice and consent under these Bylaws;
.4 Cause the preparation and presentation to the House of Delegates of the annual budget of PVS and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;
.5 Receive presentation of the annual audit report pursuant to Section 8.5 and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;
.6 Call regular or special meetings of the Board of Directors or the House of Delegates;
.7 Admit eligible prospective Group Members and Affiliated Group Members;
.8 Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of PVS;
.9 Appoint other officers, agents, or committees or coordinators, to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws or as may be provided in the resolutions appointing them, including any powers of the Board of Directors as may be specified, except as may be inconsistent with any other provision of these Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, or committee or coordinator the power to appoint any such subordinate officers, agents, or committees or coordinators and to prescribe their respective terms of office, authorities and duties; and
.10 Remove from office any officers, committee chairmen, or committee members or coordinators of PVS who were not elected by the House of Delegates and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Board of Review for any of the reasons set forth in Section 10.4.7C. No officer, committee chairman or coordinator may be removed without receiving the thirty (30) days written notice specifying the alleged deficiency in the performance of the member's responsibilities under these Bylaws, the member's official duties or other reasons. All notices and proceedings under this section shall be prepared, served and processed using the procedures for a formal hearing pursuant to Section 10.6.1 to the extent applicable. Should the officer, committee chairman, or committee member or coordinator contest the alleged deficiency or other reason set forth in the notice, the Board of Directors shall hold a hearing at which the member shall have the same procedural rights as if the hearing were to be conducted by the Board of Review pursuant to Article 10.
5.5 MEETINGS OPEN; EXECUTIVE (CLOSED) SESSIONS - Board of Directors meetings shall be open to all members of PVS and USA-S. Matters re-la-ting to personnel, discipli-nary action, legal, taxation or similar affairs shall be deliberated and decided in a closed exe-cutive session which only Board Members are entitled to attend. By a ma-jority vote on a motion of a question of privilege the Board of Directors may decide to go in-to executive ses-sion on any matter deserving of confidential treatment or of personal concern to any mem-ber of the Board of Directors.
5.6 PARTICIPATION THROUGH COMMUNICATIONS EQUIPMENT - Members of the Board of Directors may participate in meetings of the Board of Directors through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
5.7 REGULAR MEETINGS - Regular meetings of the Board of Directors shall be held in accordance with a schedule adopted by the Board of Directors.
5.8 SPECIAL MEETINGS - Special meetings of the Board of Directors may be called by the General Chairman. Should the Board of Directors or the General Chairman fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three (3) Board Members.
5.9 QUORUM - A quorum of the Board of Directors shall consist of a majority of the members.
5.10 VOTING - Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote. A motion, order or other proposal the affect of which is to override policy or program established by the House of Delegates shall be determined by a two-thirds vote after at least fourteen (14) days notice.
5.11 PROXY VOTE - Voting by proxy in any meeting of the Board of Directors shall not be permitted.
5.12 ACTION BY WRITTEN CONSENT - Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the Board Members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective meetings. These consents shall be treated for all purposes as votes taken at a meeting.
5.13 MAIL VOTE - Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chairman's appointments, or removals of officers, committee chairmen and members, may be taken without a meeting. If an action is to be taken without a meeting, the Vice-Chairman of the Administrative Division (Secretary), or the Administrative Assistant acting on their behalf, shall distribute a written ballot to every Board Member 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 the 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.
5.14 NOTICES -
.1 TIME - Not less than six (6) days notice shall be given to each Board Member for any annual, regular or special meeting of the Board of Directors. Separate notices need not be given for regular meetings that are designated in these Bylaws or otherwise scheduled and noticed well in advance. (See Section 16.1.5 for the various permitted forms of notice and the consequences thereof.)
.2 INFORMATION - The notice of a meeting shall contain the time, date and site and in the case of special meetings, the expected purpose, which may be general.
5.15 ORDER OF BUSINESS - At all meetings of the Board of Directors the following shall be included in the order of business to the extent applicable. The order in which subjects are taken up may be varied.
6.1 ELECTED OFFICERS AND COMMITTEE CHAIRMEN - The officers and committee chairman who shall be elected by the House of Delegates are:
6.2 ELECTIONS - The House of Delegates, at its annual meeting, sh-all elect the General Chairman, the Vice-Chairman of the Senior Division, and the Vice-Chairman of the Finance Division (Treasurer) in odd-numbered years; and the Vice-Chairman of the Age Group Division, the Vice-Chairman of the Administrative Division (Secretary), the Vice-Chairman of the Operations Division, and the Strategic Planning Committee Chairman in even-numbered years. The House of Delegates shall also elect the Board of Review, as provided in Section 10.3.3.
6.3 ELIGIBILITY - Only Individual Members in good standing shall be eligible to hold office and must maintain their eligibility throughout their term of office.
6.4 DOUBLE VOTE PROHIBITED - An Individual Member entitled to vote in the House of Delegates by virtue of holding a position in PVS may not also vote as a Group Member Representative in the House of Delegates.
6.5 TERMS OF OFFICE -
.1 TERM OF OFFICE - The terms of office of all elected members of the Board of Directors shall be two years.
.2 COMMENCEMENT OF TERM - Each person elected to a position shall assume office at the start of the fiscal year of PVS (1 September through 31 August) and shall serve until a successor takes office.
.3 CONSECUTIVE TERMS LIMITATION - No Individual Member who has been elected by the House of Delegates and served four successive years shall be eligible for re-election to the same position until a lapse of two years. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive terms limitation.
6.6 DUTIES AND POWERS - The duties and powers of the officers and other Board Members shall be to attend and participate in all meetings of the House of Delegates and the Board of Directors and as follows:
.1 GENERAL CHAIRMAN: The General Chairman shall oversee and have general charge of the management, business, operations, affairs and property of PVS, and general supervision over its officers and agents; shall call meetings when and where deemed necessary; shall preside at all meetings; and, except as otherwise provided in these Bylaws and with the advice and consent of the Board of Directors, shall appoint committee chairmen and members for standing and special committees or coordinators as may be necessary to permit PVS to effectively, efficiently and economically conduct its affairs. The General Chairman shall report to the Board of Directors all matters within the General Chairman's knowledge that the Board of Directors should consider in the best interests of PVS.
.2 VICE-CHAIRMAN OF THE ADMINISTRATIVE DIVISION (SECRETARY): The Vice-Chairman of the Administrative Division (Secretary) shall conduct meetings in the absence of the General Chairman and, at the request of the General Chairman or in the event of the disability of the General Chairman, shall perform all of the duties of the General Chairman, and when so acting shall have all of the powers of the General Chairman. (See Section 6.9.) The Vice-Chairman of the Administrative Division (Secretary) shall chair, and have general charge of the business, affairs and property of the division that administers PVS business and affairs. The Vice-Chairman of the Administrative Division (Secretary) shall aid in the development of policy and the coordination of the activities of the officers and committees within the division internally and with other divisions, and committees and coordinators. The Administrative Division shall be responsible for the creation and maintenance of PVS's Aquatics Guide. The Vice-Chairman of the Administrative Division (Secretary), or a delegate, shall be responsible for keeping a record of all meetings of the House of Delegates and Board of Directors, conducting official correspondence, issuing meeting and other notices and making such reports to USA-S as are required by Article 8 of these Bylaws and shall perform the other duties incidental to the office of the Vice-Chairman of the Administrative Division (Secretary). The Vice-Chairman of the Administrative Division (Secretary) shall be custodian of the records of PVS, and attest the execution of all duly authorized instruments. The Vice-Chairman of the Administrative Division (Secretary) shall cause to be kept, at PVS's permanent office, copies of all minutes, official correspondence, meeting and other notices, and any other records of PVS. The Vice-Chairman of the Administrative Division (Secretary) shall be responsible to see that the Athlete Representatives' elections are held in accordance with these Bylaws.
.3 VICE-CHAIRMAN OF THE FINANCE DIVISION (TREASURER): The Vice-Chairman of the Finance Division (Treasurer) is the chief financial officer of PVS. The Vice-Chairman of the Finance Division (Treasurer) shall have general charge of the affairs and property of the division that includes the Treasury function, the development and implementation of an investment program for PVS's working capital, funded reserves and endowment funds and the development and implementation of a marketing and fund-raising plan for PVS. The Vice-Chairman of the Finance Division (Treasurer) shall prepare an annual budget for PVS's operations and present the budget for approval by the Board of Directors and the House of Delegates. In addition, the Vice-Chairman of the Finance Division (Treasurer) shall cause to be conducted the audit required pursuant to Section 8.5 and shall review, or shall cause the Audit Committee to review, the annual audit report and recommend acceptance and appropriate action, if any, with regard thereto by the Board of Directors and the House of Delegates. The Vice-Chairman of the Finance Division (Treasurer) is responsible for the adequacy of PVS's system of internal financial and accounting controls. The Vice-Chairman of the Finance Division (Treasurer), is ultimately responsible for PVS's compliance with Section 8.4. The Vice-Chairman of the Finance Division (Treasurer) shall be the principal receiving and disbursing officer of PVS. Except as otherwise directed by Board of Directors, the Vice-Chairman of the Finance Division (Treasurer) shall receive all moneys, incomes, fees and other receipts of PVS and pay all bills, salaries, expenses and other disbursements approved by the Board of Directors or the House of Delegates, or required to be paid pursuant to Section 10.3.12. The Vice-Chairman of the Finance Division (Treasurer) shall issue a quarterly report listing the current budget variances by line item, all receipts, all expenditures and the current fund and account balances for the preceding quarter and for the fiscal year to date, together with such other items as the General Chairman or the Board of Directors may direct. The Vice-Chairman of the Finance Division (Treasurer) shall:
A have charge of and supervision over and be responsible for the funds, moneys, securities and other financial instruments of PVS;
B cause the moneys, securities and other financial instruments of PVS to be deposited in the name and to the credit of PVS in such institutions as shall be designated in accordance with Section 6.10 or to be otherwise invested as the Board of Directors may direct;
C cause to be appropriately segregated and accounted for any endowment funds, scholarship or award funds and any similar special purpose funds or accounts;
D cause the funds of PVS to be disbursed by checks or drafts, automated debits or wire transfers upon the authorized depositories of PVS, and obtain and preserve proper vouchers for all moneys disbursed;
E cause to be kept, at PVS's permanent office, correct books of account and other financial records of all its affairs and transactions and such duplicate books of account as the Board of Directors or the Vice-Chairman of the Finance Division (Treasurer) shall determine;
F upon request and at reasonable hours cause such books or duplicates thereof to be exhibited to any member of the Board of Directors and upon application and at reasonable hours cause the quarterly financial reports and the annual audited financial statement to be exhibited to any member of PVS or USA-S;
G cause PVS to be in compliance with the requirements of Section 8.4;
H have the power to require from the officers, committee chairmen, coordinators, staff or agents of PVS reports or statements giving such information as the Vice-Chairman of the Finance Division (Treasurer) may determine to be appropriate or helpful with respect to any and all financial transactions of PVS;
I Make the books and records available and otherwise fully cooperate with those conducting the annual audit of accounts of PVS and cause the preparation and timely filing of all required federal, state and local tax returns, and other financial and tax reports with the applicable government official, and forward a copy of the annual financial statement and audit report and any federal tax return to the Vice-Chairman of the Administrative Division (Secretary) for submission to the Board of Directors and USA-S national headquarters in accordance with Sections 8.2 and 8.3;
J have the power to appoint one or more assistant treasurers and delegate to them one or more of the Treasury functions, or parts thereof; and
K in general, perform all the other duties incident to the corporate treasury function.
.4 VICE-CHAIRMAN OF THE OPERATIONS DIVISION: The Vice-Chairman is responsible for providing the equipment, technical training, and operational procedures required to support the competition program.
.5 VICE-CHAIRMAN OF THE SENIOR DIVISION: The Vice-Chairman of the Senior Division -is responsible for developing and conducting the PVS Senior program.
.6 VICE-CHAIRMAN OF THE AGE GROUP DIVISION: The Vice-Chairman of the Age Group Division is responsible for developing and conducting the PVS Age Group Program.
.7 STRATEGIC PLANNING COMMITTEE CHAIRMAN: The Strategic Planning Committee Chairman shall advise the Borad of Directors on strategic issues presented for investigation; advise the Board of Directors on any initiatives, trends, or impending actions on the local, national, or international level that may impact upon PVS programs in the future; forecast future areas of concern for the local swimming program; and, formulate a strategic plan to assist in directing the PVS program.
.8 COACH REPRESENTATIVES: The Coach Representatives shall serve as a liaison between the coaches who are members of PVS and the Board of Directors and House of Delegates.
.9 ATHLETE REPRESENTATIVES: The Athlete Representatives shall serve as the liaison between the athletes who are members of PVS and the Board of Directors and House of Delegates.
.10 PVS DELEGATES TO USA-S HOUSE OF DELEGATES -
A Officer and Representative Delegates - It shall be the duty and privilege of the General Chairman, the Vice-Chairman of the Administrative Division (Secretary), the Vice-Chairman of the Age Group Division, the Vice-Chairman of the Senior Division, the senior Athlete Representative and the senior Coach Representative to attend the USA-S annual meeting as representatives of PVS and voting delegates to the USA-S House of Delegates.
B Officer Delegate Alternates - If any of the officer delegates is unable to attend, their elected alternates, if any, shall attend in their places. In the event that there are no elected alternates or the elected alternates are unable to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall appoint alternates who shall attend the USA-S annual meeting as delegates representing PVS.
C Athlete Representative Alternates - If an athlete delegate is unable to attend, the Athlete Representative next most senior in term of office shall attend. If seniority cannot be established or there remain no additional Athlete Representatives or alternates able to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall designate one or more Athlete Members to attend as a representative of PVS.
D Coach Representative Alternates - If the senior Coach Representative is unable to attend the USA-S annual meeting, then the other Coach Representative shall attend, and if neither Coach Representative is able to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall designate a Coach Member to attend as a representative of PVS.
6.7 RESIGNATIONS - Any officer may resign by orally advising the General Chairman or by submitting a written resig-na-tion to the Board of Directors specifying an effective date of the re-sig-na-tion. In the absence of a specified effective date, any such resignation shall take effect upon the appointment or election of a successor.
6.8 VACANCIES AND INCAPACITIES -
.1 OFFICE OF GENERAL CHAIRMAN - In the event of a vacancy in the office of General Chairman, or of the General Chairman's temporary or permanent incapacity, the Vice-Chairman of the Administrative Division (Secretary) shall become the Acting General Chairman until an election can be held at the next meeting of the House of Delegates to fill the remaining term, if any, of the former General Chairman, or until the General Chairman ceases to suffer from any temporary incapacity. While serving as Acting General Chair-man, the Vice-Chairman of the Administrative Division (Secretary) shall vacate the office of Vice-Chairman of the Administrative Division (Secretary), except in the case of the General Chairman's temporary incapacity. If the General Chairman is to be absent from the Territory, the General Chairman may, but is not obligated to, designate the Vice-Chairman of the Administrative Division (Secretary) as Acting General Chairman for the duration of the absence.
.2 OFFICES OF ATHLETE OR COACH REPRESENTATIVES - In the event of a vacancy in the office of Athlete Representative or Coach Representative, or of the permanent incapacity of a person holding the office of Athlete Representative or Coach Representative, the General Chairman may appoint, with the advice and consent of the Board of Directors, an Athlete Member or a Coach Member, as the case may be, to serve the remainder of the term of office or until the athletes or the coaches, as the case may be, shall elect a successor.
.3 OTHER OFFICES - In the event of a vacancy in, or permanent incapacity of the person holding, any office other than General Chairman, Athlete Representative, Coach Representative or member of the Board of Review, the General Chairman shall appoint a successor, with the advice and consent of the Board of Directors, to serve until the next regularly scheduled meeting of the House of Delegates. In the event of a temporary incapacity, the General Chairman may designate, with the advice and consent of the Board of Directors, an Individual Member to act for the incapacitated officer for the duration of the incapacity.
.4 DETERMINATION OF VACANCY OR INCAPACITY - The determination of when an office becomes vacant or an officer becomes incapacitated shall be within the discretion of the Board of Directors or the House of Delegates. The determination as to when the General Chairman is temporarily incapacitated shall be made, where the circumstances permit, by the General Chairman and otherwise shall be within the discretion of the Board of Directors, subject to any subsequent action by the House of Delegates.
6.9 OFFICERS' POWERS GENERALLY -
.1 AUTHORITY TO EXECUTE CONTRACTS, ETC. - The General Chairman or Treasurer may, in the name of PVS, sign and execute deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Board of Directors or the House of Delegates, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent, expressly requires two or more signatures or is required by law to be otherwise executed. Additional signing authority may be provided by standing resolutions of the Board of Directors or the House of Delegates.
.2 ADDITIONAL POWERS AND DUTIES - Each officer shall have other powers and perform other duties as may be prescribed by the House of Delegates, the Board of Directors, the General Chairman, the respective division coordinators and chairmen, the delegating officer or these Bylaws. The division chairmen shall have the additional duties and powers set forth in Sections 7.4 and 7.5.
.3 DELEGATION - Officers of PVS may delegate any portion of their powers or duties to another Individual Member or to a committee composed of Individual Members, except that Treasurer may not delegate duties to others without the consent of the Board of Directors. In addition, the authority to sign checks, drafts, orders of withdrawal or wire transfers shall not be delegated other than by the Board of Directors. Except as otherwise provided in these Bylaws and with the consent of the Board of Directors, any officer may delegate any portion of that officer's powers or duties to the staff of PVS. A delegation of powers or duties shall not relieve the delegating officer of the ultimate responsibility to see that these duties and obligations are properly executed or fulfilled.
6.10 DEPOSITORIES AND BANKING AUTHORITY -
.1 DEPOSITORIES, ETC. - All receipts, income, charges and fees of PVS shall be deposited to its credit in the banks, trust companies, other depositories or custodians, investment companies or investment management companies as the Board of Directors may select, or as may be selected by Vice-Chairman of the Finance Division (Treasurer). Endorsements for deposit to the credit of PVS in any of its duly authorized depositories shall be made in the manner determined by Vice-Chairman of the Finance Division (Treasurer) or the Board of Directors. All funds of PVS not otherwise employed shall be maintained in the banks, trust companies, other depositories or custodians, investment companies or investment management companies designated by the Vice-Chairman of the Finance Division (Treasurer) or the Board of Directors.
.2 SIGNATURE AUTHORITY - All checks, drafts or other orders for the payment or transfer of money, and all notes or other evidences of indebtedness issued in the name of PVS shall be signed by the General Chairman or the Vice-Chairman of the Finance Division (Treasurer) in the manner determined by the Vice-Chairman of the Finance Division (Treasurer) or the Board of Directors.