SPEARFISH AQUATICS CLUB, INC.
The name of this corporation shall be SPEARFISH AQUATICS CLUB, INC., as provided for by its Articles of Incorporation.
SPEARFISH AQUATICS CLUB, INC. is organized exclusively for recreational purposes. The principle purpose shall be to secure and maintain swimming facilities for its members’ use. The Corporation is organized and shall be operated exclusively for these purposes as may qualify it for tax exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1954, or its successor provisions.
SPEARFISH AQUATICS CLUB, INC. is a non-profit corporation organized under the laws of the State of South Dakota.
No part of the earnings of the Corporation shall inure to the benefit of, or be distributed to, directors, officers or other private persons, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions that qualify as exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any future United States Internal Revenue law.
No substantial part of the activities of this Corporation shall be carried on for propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign, including the publishing or distribution of statements.
Not withstanding any other provisions of these By-Laws, this Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3); or (b) by a corporation to which contributions are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954, or corresponding provisions of any future United States Internal Revenue law.
The assets of this Corporation, in the event of dissolution of said Corporation, shall be disposed of exclusively for the purposes of the Corporation in such manner or to such organizational organizations operated exclusively for charitable and educational purposes as shall, at that time, qualify as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any future United States Internal Revenue law. Any such assets not so disposed of shall be disposed of by the Donald E. Young Center exclusively for the purposes set forth in Article II.
The Corporation shall maintain an office at PO Box 1404, Spearfish, SD. The Corporation may maintain an office at such other places as the Board of Directors chooses to designate.
The Corporation shall consist of those members who are current with the payment of their dues at the time the Notice of the Annual Meeting is given.
The affairs of the Corporation shall be managed by a Board of Directors. Directors shall be elected by a majority vote of the Members present at the Annual Meeting. This election shall be held at the Annual Meeting of the Corporation. There shall be seven (7) members of the Board of Directors. Directors shall serve for a term of three (3) years and, after two full consecutive terms, shall be ineligible to be re-elected to a Directorship for one year. The Initial Directors shall serve staggered terms so that not every Director comes up for election in three (3) years, however, thereafter all terms shall be three (3) years. The Board may be increased or decreased in size, but the tenure of incumbent directors shall not be affected by an increase or decrease in the number of Directors by the majority vote of the Members present at the Annual Meeting. The Board of Directors shall have the authority to hire and fire staff as deemed appropriate and necessary.
Vacancies on the Board of Directors, or additional Directorships created by an increase in the size of the Board through an amendment to the By-Laws herein, may be filled by a majority vote of the Members present at a regular meeting upon nomination.
C. Removal and Resignation
Any member of the Board of Directors may be removed for conduct detrimental to the Corporation by a majority vote of the Members at any properly called meeting of the Members.
Any Director who misses three consecutive Board meetings without giving excuse prior to said meeting to the President, or other Board member, will be considered to have resigned from the Board. Any Director may resign from the Board at any time by submitting a letter of resignation to the President of the Board.
The Board shall elect a Chairperson, Vice Chairperson, Secretary and Treasurer who shall serve for one (1) year terms. The Chairperson shall be responsible for presiding over all Board meetings, unless his/her tenure has expired. The Vice Chairperson shall preside in the Chairperson’s absence. The Secretary shall be responsible for recording the minutes of each meeting of the Board. The Treasurer shall manage the Corporation books and the funds of the Corporation. Each Officer shall be elected by a majority of the active members at the Annual Meeting of the Corporation following the election of the vacant Board of Directors positions.
E. Annual Meetings
The Annual Meeting of the Members shall be held during the month of January of each calendar year. Said Annual Meeting may also be utilized for a full report of the year’s activities, evaluations and recommendations for future Corporation activities. The Notice for said meeting shall be given according to the following subsection. The Board of Directors meeting shall be held immediately thereafter.
F. Notice for Meetings
Meetings shall be called by the Chairperson, Vice Chairperson, by any three Members, or by a majority of the Members for either the Members or the Board. Notice may be in person, by telephone, by electronic, or by mail at least three days in advance of the date of the meeting. Notice for the Annual Meeting, or of any meeting of the Board at which an amendment to the Articles of Incorporation or By-Laws of the Corporation shall be considered, must be in writing and mailed at least seven days prior to the date set for said meeting.
Four of Seven Board members need to be present for a Quorum for a Board meeting and for action on the business of the Corporation to be taken. Except as provided otherwise in these By-Laws, a majority vote of the quorum shall enact any motion before the Board. There shall be allowed no absentee voting or proxies for voting on any motion or election that comes before the Board of Directors. Further no quorum is required for a Member meeting.
H. Representation on Board
With respect to representation on the Board of Directors, and any and all subcommittees, consideration shall be given to select as many Members as possible representing a broad base of business, education, government, recreation, history, culture, youth activities, aged persons, ethnic and minority groups, arts, crafts, and those environmentally concerned, as is possible.
A. Deposit of Funds
All funds of the Corporation shall be deposited in such banks, savings and loan associations, or trust companies as the Board of Directors may, from time to time, determine.
All notes, loans, lines of credit, charge accounts and any other such evidences of indebtedness, other than checks written on Corporation accounts, must be approved by vote of the Board prior to undertaking the same. Further, such evidences of indebtedness shall be signed by the Chairperson, Vice Chairperson or the Treasurer after approval by the Board, when signatures are required. No Board Member, Director, or Officer shall be personally liable for any notes, loans, lines of credit, charge accounts, or any other items of indebtedness undertaken by the Corporation.
Any Director or staff of the Corporation is authorized to receive reasonable compensation from the Corporation for services rendered to the Corporation, when authorized by the Board of Directors. No Director of the Corporation may receive compensation merely for acting as a Director.
No Director or staff of the Corporation shall be interested, directly or indirectly, in any contract relating to the operation conducted by it, or in any contract for the furnishing of services or supplies to it, unless said contract shall be authorized by the Board of Directors upon due motion and vote, and unless the fact of such interest shall be known or disclosed to the Board of Directors at the meeting at which said contract is so authorized, said vote being taken without the interested party voting.
The fiscal year for the Corporation shall be the calendar year beginning January 1st and ending December 31st.
Amendments to the Articles of Incorporation and/or By-Laws of the Corporation shall be adopted at a meeting of the Board of Directors for which notice is given pursuant to Article VI, above. The proposed amendment shall be adopted upon receiving the affirmative vote of the majority of the members of the Board of Directors. Any number of amendments may be submitted and voted upon at any one meeting.
Pursuant to SDCL 47-22-65.6, the Corporation may purchase and maintain insurance on behalf of anyone who serves as a Director, Officer, Employee or Agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, Employer or Agent of the Corporation, and such person shall be indemnified according to that policy of insurance whether or not the Corporation has the power to indemnify that person against liability under the provisions of SDCL 47-22-65.1 through 47-22-65.8. Should the Corporation choose not to purchase such insurance, the indemnification shall be pursuant to SDCL 47-22-65.1.
In the event any thing, matter or occasion shall arise which is not adequately addressed in these By-Laws, reference shall be made to the provisions SDCL Chapters 47-22 through 47-28 and said provisions shall govern.
These By-Laws of the SPEARFISH AQUATICS CLUB, INC. have been duly enacted and revised by the Board of Directors on this ___ day of October, 2011.
Chairperson, Rich Hauk
Vice Chairperson, Richard Gayle
Secretary, Sue White
Treasurer, Catherine Polley