11.1 NON-PROFIT AND CHARITABLE PURPOSES - PVS is organized exclusively for charitable and educational purposes and for the purpose of fostering national or international amateur sports competition within the meaning of section 501(c)(3) of the IRS Code. Notwithstanding any other provision of these Bylaws, PVS shall not, except to an insubstantial degree, (1) engage in any activities or exercise any powers that are not in furtherance of the purposes and objectives of PVS or (2) engage in any activities not permitted to be carried on by: (A) a corporation exempt from federal income tax under such section 501(c)(3) of the IRS Code or (B) a corporation to which contributions, gifts and bequests are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code.
11.2 DEDICATION OF ASSETS, ETC. - The revenues, properties and assets of PVS are irrevocably dedicated to the purposes set forth in Sections 1.2 and 11.1 of these Bylaws. No part of the net earnings, properties or assets of PVS shall inure to the benefit of any private person or any member, officer or director of PVS.
11.3 AMENDMENTS - Any provision of these Bylaws not mandated by USA-S may be amended at any meeting of the House of Delegates by a two-thirds vote of the members present and voting. Amendments so approved shall not take effect until reviewed and approved by the USA-S Legislation Sub-committee.
11.4 DISSOLUTION - PVS may be dissolved only upon a two-thirds majority vote of all the voting members of the House of Delegates. Upon dissolution, the net assets of PVS shall not inure to the benefit of any private individual, unincorporated organization or corporation, including any member, officer or director of PVS, but shall be distributed to United States Swimming, Inc., to be used exclusively for educational or charitable purposes. If United States Swimming, Inc., is not then in existence, or is not then a corporation which is exempt under section 501(c)(3) of the IRS Code and to which contributions, bequests and gifts are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code, the net assets of PVS shall be distributed to a corporation or other organization meeting those criteria and designated by the House of Delegates at the time of dissolution, to be used exclusively for educational or charitable purposes.
12.1. INDEMNITY - Unless otherwise specifically required by law, Potomac Valley Swimming, shall only be obligated to provide indemnification benefits to the indemnified persons through the use of United States Swimming membership insurance policies. In special cases, the Board of Directors may elect to provide full or partial indemnity, as permitted by law, beyond the coverage of the applicable insurance.
12.2. INDEMNIFIED PERSON - As used in this article, "Indemnified Person" shall mean any person who is included in the definition of indemnified person in any insurance policy purchased and maintained for the purpose of this article to include those acting on behalf of Potomac Valley Swimming and at the direction of an Officer or the Board of Directors of Potomac Valley Swimming.
13.1 ROBERT'S RULES - The rules in the then current edition of Robert's Rules of Order Newly Revised shall govern PVS and any of its constituent or component parts, committees, etc., in the conduct of meetings in all cases to which they apply and in which they are not inconsistent with these Bylaws and any special rules of order PVS, the House of Delegates, the Board of Directors or its divisions, committees, etc., may adopt or as set forth in the next paragraph.
13.2 VOICE AND VOTE - Where in these Bylaws an Individual Member is described as having voice but not the right to vote, that Individual Member may participate in debate and ask pertinent questions in the discretion of the presiding officer, but may not make or second motions, orders or other proposals.
14.1 OFFICE - PVS shall maintain an office in the Territory for the storage and maintenance of the books and records and equipment of PVS and for other purposes as may be determined by the House of Delegates or the Board of Directors in accordance with these Bylaws.
14.2 STAFF - PVS shall retain staff at the PVS Office as the Board of Directors may determine to be appropriate or necessary. The staff shall be under the general supervision of the General Chairman. With respect to delegated functions of the officers, committee chairmen and coordinators, the staff shall be responsible to the respective officer, committee chairman or coordinator. The powers and duties of the staff shall be established by resolution of the Board of Directors.
14.3 APPROPRIATIONS - The Vice-Chairman of the Finance Division (Treasurer) shall include in the proposed budget a line item for the costs of PVS's Office inclusive of the compensation and benefits costs of the staff. Once appropriated by the House of Delegates, the General Chairman shall be responsible for the administration of those funds. The compensation of the staff shall to the extent possible be treated as confidential.
15.1 EFFECT OF STATE LAW CHANGES (SEVERABILITY) - If any portion of these Bylaws shall be determined by a final judicial decision to be, or as a result of a change in the law of the State of Maryland become, illegal, invalid or unenforceable, the remainder of these Bylaws shall continue in full force and effect.
15.2 FISCAL YEAR - The fiscal year of PVS shall end on August 31st of each year.
15.3 TAX STATUS; INTERPRETATION OF BYLAWS - It is intended that PVS shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c)(3) of the IRS Code and to which contributions, bequests and gifts are deductible for federal income, estate and gift tax purposes under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code, respectively. Similarly, it is intended that PVS shall have that or similar status under the applicable state and local laws as will exempt it from taxation to the maximum extent possible to the extent not contrary to applicable federal requirements. These Bylaws shall be interpreted accordingly
.16.1 CONVENTIONS AND RULES OF INTERPRETATION -
.1 TERMS GENERALLY - Whenever the context may require, any pronoun or official title shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The singular shall include the plural and the plural shall include the singular as the context may require. Where the context permits, the term "or" shall be interpreted as though it were "and/or". Captions have been used for convenience only and shall not be used in interpreting the Bylaws.
.2 CAPITALIZED TITLES - Capitalized titles, such as Secretary or Treasurer, when appearing alone shall refer to PVS positions and not to USA-S or another organization.
.3 PRINCIPAL RULE OF INTERPRETATION - The principal substantive rule of interpretation applicable to these Bylaws is set forth in Section 15.3.
4 RULE OF INTERPRETATION APPLICABLE TO ARTICLE 10 - Article 10 shall be interpreted generously in order to achieve the intent expressed in Section 10.1.
.5 NOTICE DEEMED GIVEN; WRITINGS DEEMED DELIVERED; LAST KNOWN ADDRESS -
A Notice by Mail - Notice given and other writings delivered by first class mail, postage prepaid, and addressed to the last address shown on the records of PVS shall be deemed given or delivered upon the postmark date for all purposes under these Bylaws.
B Notice by Fax or E-mail - Notice given and writings delivered by facsimile or electronic mail shall be deemed given or delivered upon oral, telephonic, electronic or written confirmation of recipient for all purposes under these Bylaws.
C Notice by Telephone - Notice given by telephone shall be deemed given only when actually transmitted to the person entitled thereto for all purposes under these Bylaws. (Thus, for example, a message left on an answering machine or similar equipment or with a person other than the intended recipient shall not be notice given prior to the actual receipt by the intended recipient.)
D Last Known Address - For all purposes under these Bylaws, the last known address of a member of PVS shall be the address given in the latest application for registration or membership in PVS and USA-S filed with the Registrar or the address given in a written notice of change of residence filed with that Coordinator. In all other cases the records maintained by the Vice-Chairman of the Administrative Division (Secretary) of PVS shall be used to ascertain the last known address.
.6 TIME PERIOD CONVENTION - In computing time periods established by these Bylaws, the initial time period (days or hours) shall not be included but the last period shall be included.
.7 WAIVER OF NOTICE CONVENTION - Untimely or insufficient notice for any meeting held under the authority of these Bylaws shall be considered to have been waived if a member attends or participates in the meeting to which such notice referred or to which notice was lacking without, at the earliest opportunity, raising an objection of untimely or insufficient notice having been given for such meeting. If the member is a Group Member Representative, then the relevant Group Member shall be treated as having waived the untimely or insufficient notice to the same extent.
16.2 DEFINITIONS - When used in these Bylaws, the following terms shall have the meanings indicated in this Section, and the definitions of such terms are equally applicable both to the singular and plural forms thereof. Where a cross reference to another Section of the Bylaws appears within a definition, the definition is qualified by the more complete definition found in that Section. Additional definitions applicable solely to Article 10 are set forth in Section 10.2. For an additional definition applicable solely to Article 12, see Section 12.3:
.1 "Active Individual Member" shall mean an individual other than a Coach Member, or an Athlete Member or a Seasonal Athlete Member who is a trainer, manager, official, meet director, marshal, Board Member, At-Large House Member, officer or committee chairman or member, coordinator, or a Group Member Representative or alternate, and who is in good standing as an Individual Member of PVS and USA-S. (See Section 2.1.2A)
.2 "Affiliated Group Member" shall mean any organization which supports the sport of swimming and the objectives and programs of PVS and USA-S, but which does not have Athlete Members and Coach Members, which is in good standing as a Group Member of PVS and USA-S, and which is not a Club Member of PVS. (See Section 2.1.1B.)
.3 "Affiliated Group Member Representative" shall mean the individual appointed to represent a Affiliated Group Member in the House of Delegates. (See Section 4.1.1.)
.4 "Article" shall mean the principal subdivisions of these Bylaws.
.5 "Articles of Incorporation" shall mean the document filed with the Maryland Secretary of State pursuant to which PVS was formed.
.6 "At-Large House Member" shall mean the Individual Members appointed by the General Chairman to be members of the House of Delegates. (See Section 4.1.2.)
.7 "Athlete Member" shall mean any individual who competes or has competed during any part of the three (3) immediately preceding years in the sport of swimming and is in good standing as an Individual Member of PVS and USA-S. (See Section 2.1.2A.)
.8 "Athlete Representative" shall mean the Athlete Member elected to represent athletes in the House of Delegates and on the Board of Directors pursuant to Section 4.1.3.
.9 "Board Member" shall mean a member of the Board of Directors. Where the contexts require, the term does not include the Athlete Representatives or the Coach Representatives.
.10 "Board of Directors" shall mean the Board of Directors of PVS.
.11 "Board of Review" shall mean the investigative and judicial body of PVS established pursuant to Section 10.3.
12 "Business day" shall mean a calendar day which is not a Saturday, a Sunday or a legal federal or state holiday anywhere within the Territory.
.13 "Bylaws" shall mean these bylaws as adopted by, and in effect for, PVS.
.14 "Club" shall mean an organization that has athletes and coaches engaged in the sport of swimming.
.15 "Club Member" shall mean any club or other organization which is in good standing as a Group Member of PVS and USA-S and has athletes and coaches and participates in the sport of swimming. All athletes and coaches of the club or organization must be Individual Members in good standing with PVS and USA-S. (See Section 2.1.1A.)
.16 "Club Member Representative" shall mean the individual appointed to represent a Club Member in the House of Delegates pursuant to Section 4.1.1.
.17 "Club Safety Coordinator" shall mean the Active Individual Member designated by each Club Member to serve as its liaison with PVS and USA-S concerning safety matters. (See Section 2.2.3.)
.18 "Coach Member" shall mean any individual, whether or not affiliated with a Group Member, who has satisfactorily completed all safety and other training required by PVS and/or USA-S and who is in good standing as a member of PVS and USA-S. (See Section 2.1.2B.)
.19 "Coach Representative" shall mean the Coach Member elected to represent the coaches in the House of Delegates and the Board of Directors. (Section 4.1.4.)
.20 "FINA" shall mean the Federation Internationale de Natation Amateur, the international governing body for the sport of swimming.
.21 "Group Members" shall mean Club Members and Affiliated Group Members.
.22 "Group Member Representative" shall mean the individual appointed to represent a Group Member in the House of Delegates. (See Section 4.1.1.)
.23 "House of Delegates" shall mean the House of Delegates of PVS as established by Article 4 of these Bylaws.
.24 "Immediate Past General Chairman" shall mean the individual who is the immediate past General Chairman of PVS, except when that person became immediate past General Chairman by virtue of the House of Delegates taking action pursuant to Section 4.4.8, the Board of Directors taking action pursuant to Section 5.4.10 or the House of Delegates failing to reelect that person to another term sought by that person. The Immediate Past General Chairman shall serve for the duration of the successor General Chairman's term. If the office of Immediate Past General Chairman becomes vacant for any reason, including the exception set forth in the initial sentence of this definition, it shall not be filled by appointment or election, but shall remain vacant until another individual becomes Immediate Past General Chairman.
.25 "Individual Members" shall mean Athlete Members, Coach Members, Active Individual Members and Seasonal Athlete Members.
.26 "IRS Code" shall mean the United States Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of any future United States internal revenue law, and shall, when appropriate, also include a reference to the Treasury Regulations issued thereunder.
.27 "Local Swimming Committee" or "LSC" shall have the meaning ascribed thereto in the USA-S Code. PVS is a Local Swimming Committee.
.28 "Member" shall mean a Group Member or an Individual Member.
.29 "National Board of Review" shall mean the Board of Review of USA-S established pursuant to Part Four of the USA-S Code. Where the context requires, a reference to the National Board of Review shall include a reference to the USA-S Board of Directors when that body is acting upon an appeal from the National Board of Review.
.30 "Nominating Committee" shall mean the committee of the House of Delegates charged with nominating candidates for elective offices of PVS. (See Section 4.8.)
.31 "Policies and Procedures Manual" shall mean the policies and procedures manual of PVS, as amended, adopted by the Board of Directors or the House of Delegates. Until PVS executes a Policies and Procedures Manual, the reference shall mean the relevant meeting minutes, orders and resolutions of PVS.
.32 "Parliamentary Authority" shall mean the authority and any special rules of order designated in Article 13.
.33 "Seasonal Athlete Member" shall mean any individual who participates or competes in the sport of swimming and has joined for May through August in a calendar year and is in good standing as a Seasonal Athlete Member of PVS and USA-S. (See Section 2.1.2D.)
.34 "Section" shall mean the subdivisions of the Articles of these Bylaws.
.35 "Senior Athlete Representative" shall mean the Athlete Representative senior in term of office or, in cases where there are more than two Athlete Representatives, the Athlete Representative designated in accordance with Section 4.1.3.
.36 "Senior Coach Representative" shall mean the Coach Representative senior in term of office. (See Section 4.1.4.)
.37 "Standing Committee" shall mean a committee of PVS listed in Sections 7.1, 7.2, or 7.4.
.38 "Territory" shall mean the geographic territory over which PVS has jurisdiction as a Local Swimming Committee. (See Section 1.3.)
.39 "USA-S" shall mean United States Swimming, Inc., an Ohio not-for-profit corporation which is the national governing body for the United States for the sport of swimming.
.40 "USA-S Board of Directors" shall mean the Board of Directors of USA-S.
.41 "USA-S Code" shall mean the code of rules and regulations, as adopted and amended by USA-S.
.42 "USA-S House of Delegates" shall mean the House of Delegates of USA-S.
.43 "USA-S Legislation Committee" shall mean the Legislation Committee of USA-S created pursuant to the applicable article of the USA-S Code.
.44 "USA-S Legislation Sub-committee" shall mean the sub-committee of the Legislation and Redistricting Committee of USA-S created pursuant to the applicable sections of the USA-S Code.
.45 "PVS" shall mean the Maryland not-for-profit corporation to which these Bylaws pertain.
.46 "PVS Office" shall mean the permanent office of PVS maintained in accordance with Article 14.
.47 "in good standing" shall refer to those members who have fulfilled the eligibility requirements and paid the necessary fees to be granted said membership.