Byelaws of the Cleveland Water Polo Club
1 Overview
1.1 Name. The name of this non-profit entity will be Cleveland Water Polo Club, Inc. which may also do business as CWPC.
1.2 Purpose. Cleveland Water Polo Club is a non-profit organization organized and operated exclusively to foster national amateur water polo competition and primarily to conduct or to support and develop amateur athletes for national or international competition in water polo.
1.3 Effective date. These byelaws are set in place this 23rd day of January 2013 by a majority vote of the Board of Directors.
2 Article II Membership.
Article II outlines membership and cost structure.
2.1 Qualifications. An individual may become a “Member” by paying Dues and being approved by the Board of Directors. Only individuals over the age of 18 will are eligible to become Members. Approval shall be given by a majority vote of the Board of Directors and shall not be withheld for any reasons of race, color, sex, gender, sexual orientation or national origin. All Members shall be eligible to vote at general meetings. The Board of Directors shall compile and adopt a Member Policy document on an annual basis which shall describe any additional requirements of the Members apart from those stated herein.
2.2 Dues. Members are required to pay quarterly Dues in order to remain in good standing with the Cleveland Water Polo Club. Failure to pay Dues shall be cause to exclude the Member from the Cleveland Water Polo Club. Dues shall only be used to support the Cleveland Water Polo Club and its Purpose as stated above.
3 Article III Organizational Structure
Article III established the structure of the association.
3.1 Board of Directors: The Cleveland Water Polo Club shall be advised by no less than three (3) and no more than five (5) Directors. Directors shall be elected at the Annual Meeting by a majority of Members in good standing in attendance in person at the Annual Meeting. Directors shall serve a term of one (1) year. Directors may serve multiple terms.
3.2 Executive Officers: The Directors shall appoint the Executive Officers of the Cleveland Water Polo Club. All Executive Officers must be Members. The Executive Officer positions shall consist of President, Vice President,
Treasurer and Secretary. The President, Treasurer and Secretary must also be a Director. The Vice President need not be a Director.
3.3 Appointment of additional positions. The President may appoint and remove additional positions which may include fundraising chair, social chair and recruitment chair, etc.
3.4 Term of Service. Unless otherwise specified by a general vote of the Directors, the terms of service for Executive Officers will be one year starting on the first day of August to the last day of July each calendar year.
3.5 Salaries. The Directors and Executive Officers shall not receive compensation for their service unless otherwise amended by an approved vote of the Members.
3.6 Affiliations. The Cleveland Water Polo Club will enter into affiliations or partnerships with other clubs, entities, businesses, and organizations as needed to promote the sport of water polo and further the identification of Cleveland as positive role models for the sport of water polo.
3.7 Removal of Directors. Removal of a Director must be initiated by a general motion by the President or another Director and agreed to by a majority of the Members in good standing convened in accordance with Article V. Once the position is vacated, replacement will be handled in accordance with paragraph 3.2.
A Director may be removed when sufficient cause exists for such removal. The Board of Directors or President shall investigate and resolve all demands for removal of any Director. A Director may be represented by counsel at any removal hearing.
The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the Cleveland Water Polo Club.
4 Article IV Duties of the Board of Directors and Executive Officers. Article IV sets minimum roles and responsibilities for the Board of Directors and Executive Officers.
4.1 Board of Directors.
4.1.1 The Board of Directors, together with the Executive Officers, shall be responsible for the control and management of the Cleveland Water Polo Club.
4.1.2 The Board of Directors shall advise the Executive Officers with regards to the control and management of the affairs and business of this organization. The Board of Directors shall only act in the name of the Cleveland Water Polo Club
when it shall be regularly convened by its chairman after due notice to all the Directors of such meeting.
4.1.3 Vacancies during a term in the Board of Directors shall be filled by a vote of the majority of the remaining Directors for the balance of the term.
4.1.4 The President shall be Chairman of the Board of Directors.
4.1.5 All monetary expenditures shall require the Board’s approval. The Board may approve on going expenditures on an annual basis at the Board’s discretion.
4.1.6 The Presence of two-thirds (2/3) of the Directors shall constitute a quorum for the transaction of business. The act of the Directors present at a meeting at which a quorum is present shall be the act of the Board. If the Directors are tied in votes on any particular issue before the Board, the President shall cast the tiebreaking vote.
4.1.7 All meetings of the Board of Directors shall be at a time and place set by the Chairman of the Board.
4.1.8 Each Director shall have one (1) vote for purposes of voting on matters submitted to the Board.
4.1.9 A Director present at a meeting of the Board shall presume to have assented to any action the Board approves unless the Director announces such dissent at the meeting.
4.1.10 One or more Directors may participate in a meeting of the Board by means of a conference telephone, or similar communication equipment, provided all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.
4.2 President. The President shall be responsible for the ultimate operation of the Cleveland Water Polo Club in accordance with the bylaws and all other guidelines or laws for the organizations which it is affiliate with.
The President shall enlist members and others in the definition of CWPC’s strategy for endorsing the sport of water polo and maintaining a viable operation. The president shall communicate that vision to the membership and other interested parties as needed.
The president shall ensure the execution of all other roles defined in the bylaws and see to the general execution of the club’s goals.
4.3 Vice President. The vice president is the primary assistant to the president and becomes familiar with all executive duties. The vice president is also responsible for overseeing coaching, member relations and player recruitment.
4.4 Treasurer. The treasurer shall be responsible for the collection, deposit and distribution of any and all funds and securities of the club except such as may be required by law to be deposited with a state official. He/she shall see to the deposit of the funds of the club in such bank or banks as the board of directors may designate. Regular books of accounts shall be kept under direction and supervision of the treasurer and the treasurer shall render financial statements to the board of directors at requested times. The treasurer shall have charge of preparation and filing of such reports, financial statements and returns as required by law. The treasurer will provide quarterly and annual financial statements for the review of the board of directors and executive team.
4.5 Secretary. The secretary shall record the minutes of the meetings of the Board of Directors and distribute them to the Members.
5 Article V Meetings and decision making.
Article V specifies the operations of the club focusing on meetings and communications.
5.1 Annual Meeting of the Members. At least one meeting of the Members will be held annually for the appointment of any Director(s) and conduct of annual business such as taxes and financial planning. The Annual Meeting shall be held before the end of each fiscal year.
Additional general meetings of Members will be scheduled when needed.
Meeting dates, times and locations will be scheduled with no less than two weeks notice. Notification of the meetings will be by email or phone in the case where email is not available. Additionally, general meeting times and agendas will be posted on the website of the Cleveland Water Polo Club as appropriate.
5.2 Meetings of the Board of Directors.
The Directors shall meet at least once per fiscal year. Meetings of the Directors may be called by any Director by written notice received, at least seven (7) days before the date of such meeting to each Director, by electronic mail, facsimile, or regular mail, at his or her address or telephone or facsimile number as it appears on the records of the Cleveland Water Polo Club. Notice of the time, place, and purpose of any such meeting may be waived in writing, either before or after the holding of such meeting, by any Director. The attendance of any Director at any meeting of the Directors without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such Director of notice of such meeting.
Quorum. A majority of the whole authorized number of Directors shall be necessary to constitute a quorum for a meeting of the Directors. However, a majority of the Directors in office shall constitute a quorum for filling a vacancy in the authorized number of Trustees or in the officers of the Corporation.
Action by Consent. Any action required by law or under the Articles of Incorporation of this Corporation or these byelaws, or any action that otherwise may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all the persons entitled to vote with regard to the subject matter of the consent, or all Directors in office, and filed with the Secretary of the Corporation.
6 Article VI Financial Policies
Article VI specifies the association’s financial accountabilities.
6.1 Fund raising. All funds collected by Cleveland Water Polo Club will go to the promotion of its Purpose, as stated above.
No athletes are to receive compensation nor shall any inference of compensation be made to imply professional status of any athlete. Nothing in this section shall be construed so as to prohibit the payment of approved expense reimbursement or approved compensation in relation to any professional fund raiser used to support or market the association.
6.2 Receipts and Disbursement. All receipts and disbursements will be made through official accounts only with documents to support the receipt or disbursement. Only the Board of Directors has the authority to approve any disbursement. Once the disbursement is approved by the Board, the Executive Officers shall provide authorized signatures for any
disbursement. Any Executive Officer can provide authorized signatures for any receipt less than five hundred dollars ($500) from any one individual or entity. Receipt in the amount of five hundred dollars ($500) or more shall only be authorized by the Board of Directors.
6.3 Budgeting. The Treasurer shall provide an annual budget at the Annual Meeting for approval by the Board of Directors as the fiscal years plan. Additional budget updates may be required at other intervals as designated by the Board of Directors.
The Treasurer shall also publish to all Members an Annual Report of revenue and expenses before the end of each fiscal year.
The annual budget shall cover all planned expenses and receipts such as advertising, equipment, travel, or dues. The Executive Officers shall provide the annual plan on co-operation with the Board of Directors. A deficit budget will not be allowed.
7 Article VII Dissolution
Article VII sets forth distribution of assets upon dissolution
7.1 Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
8 Article VIII Code of Conduct
Article VIII sets forth a code of conduct for Members
8.1 All Members will conduct themselves with respect for or to their fellow players, club sponsor, coaches and others affiliated with the club. 8.2 No lying or cheating of any form.
8.3 No bullying or intimidating other team mates or members of other teams. 8.4 Show good sportsmanship towards the other teams.
8.5 Do not do anything that will endanger other students or participants. 8.6 Members are expected to represent the club with the highest standards of behavior, decorum and sportsmanship.
8.7 Adhere to the governing rules and code of conduct of any league or tournament the club participates in.
These byelaws may be amended by the affirmative vote of at least two-thirds (2/3) of all the Directors in office at a regular meeting of the Directors or at a special meeting of the Board of Directors call for such purpose and by unanimous written consent as provided herein.
This is to certify that the Byelaws set forth above was approved and adopted by a majority of at least two-thirds (2/3) of all of the Directors in office at a meeting of the Board of Directors of the Cleveland Water Polo Club, Inc. held on ________________, 2012.
Kevin Ziegler, Director
Wade Weber, Director
__________________________
Brendon Friesen, Director
- Up to seven total board of directors are elected by the club general population at the annual meeting
- Once voted in, the board of directors assigns roles within the group
All Board Members:
Provides insights and guidance to support the club in and out of the pool
Assists with running practices
Line management during tournaments
Voting member of the board
Listens to club members thoughts and concerns and brings those to board attention
Participates and provides insights in any potential disciplinary incidents
Supports home tournament activities
Must be an annual dues paying member
President
Main point of contact for tournaments both home and away
Main point of contact for practice facilities
Must be referred to as “Coach”
Secretary
Writes and distributes minutes for board meetings
Writes team emails as needed
Communicates club activities and updates in groupme and on website
Treasurer
Manages bank and paypal accounts
Collects and processes payments and reimbursements for dues, tournaments and apparel (as relevant);
Creates payment buttons for board-approved events and transactions
Monitors financial health of the club and provides insights and updates on financial status
Provides annual financial reports and periodic summaries of financial status
VP, Outreach & Member Relations
Main point of contact for new members
Onboards new members and assists with introduction to sport and club
Spends time 1:1 as needed with new members
VP, Operations and Logistics
Manages club equipment
Orders new equipment as needed
Manages distribution of equipment across practice locations
Manages equipment for home and away tournaments
VP, Training & Skill Sets
Identify target areas of improvement for the club from a water polo perspective
Provides insights on practice structure based on factors including member feedback, pool availability, tournament schedule, etc.
Learns and stays abreast of changes in rules and style of play in order to teach and share with the club
VP, Member Engagement
Supports new members as they onboard to the club
Brings new ideas and thoughts from the club to the board’s attention for impact
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