Section 1.01. The name of the association is the Dauphin Swimming and Diving Association, hereinafter called the Association.
Section 2.01. The purposes of the Association shall be as set forth in its Articles of Association, and any amendments thereto which may be adopted from time to time.
In furtherance of such purposes, the Association may:
(i) Organize and operate youth swimming and diving teams and/or leagues to combat juvenile delinquency, provide youth of the Dauphin-Middle Paxton Township area with the opportunity to participate in organized team competition under proper guidance and to teach such youth the principles of good sportsmanship, the fundamentals of swimming and diving, and the elements of sound physical conditioning and water safety.
(ii) Exercise any and all powers conferred upon unincorporated associations by the laws of the Commonwealth of Pennsylvania, but only to the extent such powers are in furtherance of the exempt purposes of this Association.
Section 3.01. The activities and affairs of the Association shall be governed by and vested in the Board of Directors, which shall be five (5) in number.
Section 3.02. Members of the Board of Directors shall serve for a term of one (1) year or until their successors are elected and agree to serve. Directors shall serve without compensation.
Section 3.03. The members of the original Board of Directors shall be as follows:
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Name
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Term Expires
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Ronald G. Tate
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September 9, 1979
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Susan K. Brame
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September 9, 1979
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Catherine M. Benedict
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September 9, 1979
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Andrea S. Johnson
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September 9, 1979
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Christine L. Brown
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September 9, 1979
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Gerald D. Feaser
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September 9, 1979
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Section 3.04. Election of members to the Board of Directors shall be by the members of the Association and shall occur at the regular annual meeting of the Association. Nominations may be forwarded to the secretary of the Board or presented at the annual meeting.
Section 3.05. In the event of the resignation or inability to serve of a member of the Board of Directors, the remaining members of the Board shall elect an additional person to serve during the unexpired term of such Director.
Section 3.06. At each annual meeting, the Board shall elect from its members a President, Vice-President, Secretary, and Treasurer.
Section 4.01. The duties of the President of the Board of Directors shall include, but not be limited to, the following:
(A) To act as chief executive officer of the Association, subject to regulation by the Board of Directors.
(B) To preside at all meetings of the Board of Directors.
(C) In the absence or inability of the Treasurer to sign checks, vouchers, or other orders drawn upon the bank or banks, or other depositories in which the funds of the Association are deposited, except as herein otherwise provided. To sign, or designate the signatory of the name of this Association to all other papers, documents, and writings requiring execution by this Association and as authorized by the Board of Directors, except as herein otherwise provided.
(D) To see that the orders of the Board of Directors are carried out promptly or to advise the said Board if its orders are not carried out.
(E) To present a written report of the conduct of his/her office at each meeting.
Section 4.02. The duties of the Vice-President shall be to work with and assist the President and, in the absence or inability of the President to serve, to assume the duties of the President until such time as the President resumes his/her duties or the Board of Directors has selected a new President.
Section 4.03. The duties of the Secretary shall include, but not be limited to, the following:
(A) To keep accurate minutes of the proceedings of all meetings and to preserve such minutes in a permanent record book.
(B) To keep on record a copy of the Articles of Association of this Association and a copy of the By-Laws.
(C) To join with the President in signing the name of this Association to all papers, documents, and writings requiring execution by this Association and as may be authorized by the Board of Directors.
(D) To carry on such of the general correspondence of this Association as may be assigned him/her by the President or the Board of Directors.
(E) To keep an accurate list of all members of the Association.
Section 4.04. The duties of the Treasurer shall include, but not be limited to, the following:
(A) To sign all checks, vouchers, or other orders drawn upon the bank or banks or other depositories in which the funds of the Association are deposited, except as herein otherwise provided.
(B) To receive and have the care and custody of all of the funds of this Association, and to deposit same in the name of this Association in such bank or banks, or other depositories as may be selected by the Board of Directors.
(C) To keep the official financial records and books of account of the Association. He/She shall make reports as necessary to the Board of Directors, or when requested by the Board of Directors, and otherwise do all things necessary for the successful conduct of the financial affairs of the Association.
(D) To cause an audit of the books of the Association to be made as soon as practicable after the close of the fiscal year of the Association and to report the results of such audit to the President of the Association at once and to the Board of Directors at their next meeting thereafter; provided that in case of vacancy in the office of Treasurer, such audit shall be made and reported immediately.
(E) To account to his/her successor in office for all funds which were listed on his/her books at the time of the last audit and all funds which have come into his/her hands since the last audit of the books of his/her office and deliver over to his/her successor such funds as remain on hand upon the appointment and qualification of said successor.
Section 4.05. In the event of absence, inability, or refusal to act of any of the officers of the Association, the Board of Directors may appoint any other member to perform his/her or their respective duties, except as otherwise provided herein.
Section 5.01. There shall be one (1) regular meeting of the membership annually for the election of Directors. This meeting shall occur during the month of August. The exact date, time, and place shall be selected by the President.
Section 5.02. Special meetings of the membership may be called by the President at his/her discretion and must be called by him/her on the written request of two (2) or more members of the Board of Directors or five (5) or more members of the Association. Special meetings may be held at any reasonable time determined by the President, but not later than two (2) weeks after any such request for a meeting has been received by him/her. Special meetings of the membership may be held at any place selected by the President. The Secretary shall give notice to every member or Director no later than one (1) week prior to the date of any meeting, specifying so far as practicable the subject or subjects to be considered at such special meetings, but subjects not specified may be considered at the meeting. The members may waive notice of any such meeting or the objects thereof, and when a quorum is present at any such meeting, a waiver of notice of such meeing or the objects thereof by a majority of all members of the Association shall be as effective and have the same force and effect as though all members had waived the requirements of this paragraph as to such notice.
All action of the membership shall be taken by vote of a majority of the members present at any meeting. In the event of a tie vote on any matter, the President or other presiding officer shall have a second and deciding vote. A majority of all members of the Association must concur in the adoption of amendments to these By-Laws.
Section 6.01. There shall be one (1) regular meeting of the Board of Directors annually. This meeting shall occur immediately after the Annual Meeting of the membership as set forth in Section 5.01 hereof.
Section 6.02. Special meetings of the Board of Directors may be called by the President at his/her discretion and must be called by him/her on the written request of any member of the Board of Directors. Such special meeting may be held at any reasonable time determined by the President, but not later than two (2) weeks after any such request for a meeting has been received by him/her.
Section 6.03. A majority of the Board then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, no legal action shall be taken unless such act is approved by letter or other vote of record by sufficient additional members of the Board to constitute a quorum. All acts of the Board shall be taken by vote of a majority of the members present at any meeting to which a quorum is present.
Section 6.04. The order of the business at all meetings of the Board of Directors shall be as follows: (1) roll call, (2) reading of minutes of the preceding meeting, (3) consideration of communications, (4) resignations and elections, (5) reports of officers, (6) reports of committees, (7) unfinished business, (8) original resolutions and new business, (9) adjournment.
Section 7.01. There may be Advisory Committees, to be appointed by the Board of Directors, after a determination by the Board of Directors that it is advisable to activate said Advisory Committees. The Advisory Committees shall be comprised of as many persons serving for such terms as the Board of Directors shall deem advisable and they shall be appointed by the Board of Directors.
Section 7.02. The President or the Board of Directors may at any time call a meeting of any Advisory Committee(s) for the purpose of obtaining the advice and counsel of said Advisory Committee(s), but it shall not be mandatory to call any such meeting.
Section 7.03. The Advisory Committee(s) may organize in any manner they deem proper and best for the purpose of carrying out duties conferred upon them by the Board of Directors. They may hold meetings at such times and places as they desire and shall at all times promptly communicate their suggestions, advice, and counsel to the Board of Directors. Any advice and counsel given by said Advisory Committee(s) shall be duly considered by the Board of Directors in determining any matters of policy or in the transaction of any business to which said advice and counsel pertains. The Board of Directors, however, shall not be bound to follow the advice and counsel of the Advisory Committee(s).
Section 8.01. These By-Laws may be altered, amended, rescinded, or repealed at any annual or special meeting of the membership by the affirmative vote of a majority of said members provided notice of proposed amendments are forwarded to every member no later than one (1) week prior to the date of such meeting.
Section 8.02. The Articles of Association of the Association may be altered or amended at any annual or special meeting of the membership by affirmative vote of two-thirds (2/3) of the membership of the Association.
Section 8.03. The vote on amending these By-Laws or the Articles of Association also may be by written ballot duly certified and mailed or delivered to the Secretary.
Section 9.01. The fiscal year of the Association shall commence each September 1 and end the following August 31.
Section 10.01. The Board of Directors shall develop a program of youth swimming and diving including the formation of a team or teams for participation in competition in the Mid-Penn Swim League and the Capital Area Diving League, pursuant to the purposes expressed in the Articles of Association.
Section 10.02. In conjunction with such youth swimming and diving programs, the Board of Directors shall issue such rules and regulations as it deems necessary and proper to assure proper supervision and organization of the programs and to accomplish the purposes of this Association.
Section 11.01. The members of the Association shall be any persons twenty- one (21) years of age or older residing in either the Borough of Dauphin or Middle Paxton Township, Pennsylvania, having an active interest in promoting the welfare of the youth of the Dauphin-Middle Paxton Township area through the furtherance of the stated purposes of the Association.