1.      NAME

1.1.      This organization shall be called TWIM Booster Club. The TWIM Booster Club runs Team Walker International Masters (TWIM). TWIM is a registered Workout Group in Puget Sound Masters (PSM) which, in turn, is a registered Club in Pacific Northwest Association of Masters Swimmers (PNA) and United States Masters Swimming (USMS)

2.      OBJECTIVES AND MISSION

2.1.      Support TWIM, a sanctioned swimming Workout Group in USMS.

2.2.      Further the stated goals of USMS which include providing organized workouts, clinics and workshops for adults aged 18 and over.

2.3.      Encourage and promote improved physical fitness and health in adults.

2.4.      Offer adults the opportunity to participate in a lifelong fitness program.

2.5.      Promote participation in local, national, and international swimming events like the ones highlighted by PNA and USMS.

2.6.      Enhance fellowship and camaraderie among swimmers.

2.7.      Aid, support, and assist by gifts, contributions or otherwise, other corporations, community chests, funds and foundations organized and operated exclusively for charitable, scientific, or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation.

2.8.      Do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether such others be persons or organizations of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments, or agencies.

3.      DURATION

3.1.      The duration of TWIM Booster Club shall be perpetual

4.      NON-PROFIT PURPOSE

4.1.      GENERAL: TWIM Booster Club is organized for non-profit purposes and exists exclusively to accomplish its exempt purpose.

4.2.      EARNINGS: No part of the organization’s net earnings may inure to the benefit of any individual member or officer except for reasonable reimbursement for goods or services furnished or rendered.

4.3.      DISSOLUTION: Upon dissolution, any remaining assets and obligations of TWIM Booster Club shall be transferred to the successor organization, if any, established to assume the function of TWIM Booster Club. If there is no successor, any remaining assets after payment of the obligations must be distributed to a similar organization operated exclusively for charitable or educational purposes.

5.      MEMBERSHIP

5.1.      Membership in TWIM Booster Club shall consist of adults aged 18 and over who are currently registered in USMS and have chosen PSM as their Club and TWIM (“Team Walker International Masters”) as their Workout Group. Immediate past members of TWIM Booster Club will also be regarded as members of TWIM Booster Club if (1) their membership lapsed less than 5 months ago, (2) they are not registered in USMS in some other way, and (3) they are not active on another Masters swim team.

5.2.      No Person shall be excluded from TWIM activities on the basis of race, color, religion, sex (including gender identity, sexual orientation, and pregnancy), national origin, age, disability or genetic information.

6.      BOARD OF DIRECTORS

6.1.      MEMBERSHIP OF THE BOARD OF DIRECTORS: Pending adoption of these bylaws, members of the Board of Directors must be TWIM Booster Club Members as defined in Article 5 and shall consist of at least three (3) and no more than nine (9) directors. At a minimum, three directors would serve as officers, namely President (Chair), Secretary, and Treasurer. Ideally, five directors would serve as officers, namely President, Vice President, Secretary, Treasurer, and Communications Director. Up to four additional directors on the Board can serve making up a maximum of 9 directors in all. All such members on the Board of Directors will be voting members at all Board meetings.

The Board of Directors may appoint any TWIM Booster Club Member to a standing committee defined in Article 9. Such members will not have voting rights at Board meetings.

6.2.      ACTIONS OF THE BOARD OF DIRECTORS: The Board of Directors shall develop and operate under these bylaws and the standing policies established in Article 11.

6.3.      DUTIES OF THE BOARD OF DIRECTORS: The Board of Directors shall be responsible for determining the direction and focus of the organization; executing the fiscal expenditures of the organization; and conducting the business of the organization on behalf of its members.

6.4.      BOARD OF DIRECTORS MEETINGS: The annual meeting of the Board shall take place at TWIM Fest (an annual TWIM gathering) for the purposes of electing officers and transacting such business as may properly come before the meeting. Under special circumstances (e.g., impacts stemming from the Covid-19 pandemic), the annual meeting can be held virtually at a time of the Board’s choosing. The Board of Directors shall meet at least once per year. Whenever possible, the President or Secretary shall notify all board members at least seven days prior to the next meeting. Meetings may be held by electronic conferencing. Directions for participation shall be distributed with the meeting notice.


 

6.5.      BOARD OF DIRECTORS VOTING:

A.    Each voting member on the Board of Directors shall be entitled to one vote on each issue.

B.    Those members filling more than one position shall be entitled to only one vote.

C.    The presence of more than one-third of the number of directors with voting privileges shall constitute a quorum at any meeting of the Board of Directors. Unless otherwise stated in the bylaws, a simple majority of any quorum shall decide the action on an issue. In the case of a tie, the issue shall be considered defeated.

D.    Unless specified elsewhere in these bylaws for special actions, the act of a majority of directors present at a meeting at which a quorum is present shall be the act of the board.

6.6.      BOARD OF DIRECTORS ACTION WITHOUT MEETING: The President may occasionally confer between board meetings with the other voting board members on a given situation pertaining to TWIM Booster Club and act according to the consensus of such members of the Board. Such situations shall be limited to emergent issues that need to be resolved prior to the next scheduled meeting. All voting board members shall be included in discussions. Any action taken between meetings must be considered for approval at the next board meeting.

6.7.      REMOVAL OF VOTING BOARD OF DIRECTORS MEMBERS: A voting member of the Board of Directors may be removed from the Board for failing to attend any board meeting during any 24-month period, unless there are demonstrable extenuating circumstances to excuse the absences. Lacking such circumstances, the director shall be removed by a two-thirds vote of the Board whenever a majority of the directors is present. The director in question shall have no vote on such removal.

6.8.      LIMITING LIABILITY OF BOARD OF DIRECTORS: To the fullest extent that the Washington Nonprofit Corporation Act (as it exists on the date hereof or may hereafter be amended) permits the limitations or elimination of the liability of Trustees or Directors, a member of the Board of Directors of this Corporation shall not be liable to this Corporation or its members for monetary damages for his or her acts or omissions as a Director. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such Amendment or repeal. This shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct or a knowing violation of the law, for illegal distributions or loans, or for any transaction, conflict of interest, or act from which a Director will directly receive benefit in money, property or services to which a Director is not legally entitled.

7.      OFFICERS

7.1.      POSITIONS: The officer positions of TWIM Booster Club shall be President, Vice President, Secretary, Treasurer, and Communications Director. In TWIM Booster Club, each elected officer shall be a member of the Board. Up to 4 additional members may be elected to the Board to serve as directors. Per the Washington Nonprofit Corporation Act, no one person may concurrently hold both the President and Secretary officer positions. At least 3 officers shall be on the Board at any one time per 501(c)(3) recommendations.


 

7.2.      ELECTIONS AND TERM OF OFFICE:

A.    Following incorporation, officer positions shall be filled at the Organizational Meeting with members currently fulfilling similar roles in the organization. These officers would then begin serving initial terms lasting either 3 or 4 years. All terms going forward shall be 3 year terms. In this way, future terms get filled in different years depending on position to help provide continuity. 

B.    Officers can run for reelection after completion of a term.

C.    The President, Vice-President, and Secretary positions shall begin future terms one year earlier than the Treasurer and Communications Director positions.

D.    All officers shall remain voting members of the board for an additional 3 months after the termination of their office to facilitate a transition period for the board unless a perceived conflict of interest arises between the departing member and the Board.

E.    NOMINATIONS: A Nominations Committee consisting of at least one TWIM Booster Club member shall be appointed by the Board of Directors by January 1 of a year requiring elections or by some other agreed upon date under special circumstances. The Nominations Committee shall present one or more candidates for each open position. Nominations shall be accepted directly from the TWIM Booster Club membership if a petition is received within a month’s time and it contains the nominees' consent and an endorsement by at least 10% of the current TWIM Booster Club membership. All candidates for office must be members of TWIM Booster Club.

F.    VOTING: Voting shall be by ballot with winners determined by a simple majority vote of the TWIM Booster Club members casting ballots via one of the following methods:

1.     Vote by mail: Under normal circumstances, election ballots containing the names of all qualified nominees shall be sent to each member of TWIM Booster Club at least 30 days prior to the first day of TWIM Fest for any year in which elections are to be conducted. Under special circumstances, election ballots may be sent to each member by some other date. To be counted, ballots must be postmarked or hand-delivered to the Secretary no later than one week prior to the vote count date.

2.     Electronic voting: Under normal circumstances, the ballot or a link to an online voting mechanism containing the names of all qualified nominees may be distributed by electronic means to each individual member of TWIM Booster Club at least 30 days prior to the first day of TWIM Fest for any year in which elections are to be conducted. Under special circumstances, electronic election ballots shall be sent to each member at least 14 days prior to a specified vote count date in a Special Election (see 7.3 as one example of a Special Election). To be counted, ballots must be returned to the Secretary no later than the vote count date.

7.3.      VACANCIES: A vacancy in any voting position on the Board of Directors, except the office of President, may be filled for the unexpired term by the Board of Directors. In the event of a vacancy in the office of President, the Vice President shall become acting President. If agreed upon by the acting President and other members of the Board, a Nominations Committee can be appointed and a Special Election for President can be initiated immediately.

7.4.      DUTIES OF ELECTED POSITIONS

A.    The president of TWIM Booster Club shall:

1.      Schedule and conduct board and general club meetings.

2.     Appoint standing committees as necessary and designate a chair person of such committees and serve on committees as appropriate.

3.      Appoint persons to replace vacancies in board positions with board approval to be effective until the next general election by the TWIM Booster Club membership.

4.     Work with the Treasurer and the Vice President to prepare the annual budget and get board approval.

B.    The vice president of TWIM Booster Club shall:

1.     In the absence of the President, conduct board and general club meetings.

2.      Act as President until the next election if necessary.

3.      Participate in the preparation of the annual budget with the President and Treasurer.

4.      Prepare ballots for new Board member elections.

5.      Perform other duties as directed by the President.

C.    The secretary of TWIM Booster Club shall:

1.     Prepare the minutes of each Board of Directors and general membership meeting.

2.     Maintain a file of all Board meeting minutes, general membership meeting minutes, Club Bylaws and Articles of Incorporation.

3.     Be a signatory with the bank where accounts are held as a backup to the Treasurer.

D.    The treasurer of TWIM Booster Club shall:

1.     Collect all receipts and disburse funds as requested by written itemized receipts for items that are Board approved.

2.     Provide financial reports to the Board at each meeting or at least quarterly by electronic means.

3.     Prepare the annual budget with the President and Vice President.

4.     Maintain financial records indicating withdrawals, receipts, expenses, claims for payment.

5.     Maintain a relationship with the bank where accounts are held and update signatories if necessary.

6.     Prepare a Non Profit Corporation Annual Report to the Secretary of State.

7.     Maintain a contemporaneously kept record of donations made to TWIM Booster Club.

E.    The communications director of TWIM Booster Club shall:

1.     Work with the person responsible for maintaining the TWIM website to correct any errors or to update any information on the TWIM website.

2.     Communicate member-related information on an as-needed basis to TWIM members or to the public via e-mail and other means. Work with the person responsible for maintaining the TWIM Blog and social media accounts to facilitate such messaging if necessary.

3.     Be the contact person listed on the USMS Club Finder tool and be the contact person when dealing with outside agencies. Respond to questions sent from the public at large or via the USMS Club Finder tool.

4.     Together with the Treasurer, update the TWIM spreadsheets responsible for tracking donations and personal information collected from new and renewing TWIM members.

5.     Notify the person responsible for delivering a President’s Letter and a free TWIM swim cap to new and renewing TWIM members whenever notified by USMS of such an event.

8.      OTHER POSITIONS

8.1.      IMMEDIATE PAST PRESIDENT OF TWIM Booster Club: The Immediate Past President of TWIM Booster Club may continue as a non-voting participant of the TWIM Booster Club Board in order to provide continuity, maintain a historical perspective, and serve as a resource of information for the TWIM Booster Club Board. The immediate Past President can be granted voting rights by the Board if there is no perceived conflict of interest issues and if the number of voting members is not already at the maximum specified in 6.1.

9.      TWIM COACHES

9.1.      DEFINITION: A TWIM Coach (or Qualified Individual nominated to such a position) is a person who (1) has passed USMS Masters Coach Certification Level 1 training or similar training, (2) has the desire to coach and promote TWIM, and (3) does not currently coach a different USMS Club or Workout Group.

9.2.      Installing a new TWIM Coach

A.    Overview:

1.     From time to time, the TWIM Booster Club Board of Directors may find it desirable to formally install a TWIM Coach for the organization. Such a coach may be installed for one or more of the following reasons:

a.     Replace a departing coaching asset.

b.    Fill the need for an acknowledged TWIM coach at a facility where TWIM members work out.

c.     Any other reason that the TWIM Booster Club Board of Directors may deem appropriate.

B.    Steps:

1.     Nomination of a Qualified Individual by a member of the TWIM Booster Club Board of Directors.

2.     Acceptance of the individual by majority vote of the Board Members.

3.     Notification to the nominated individual by a member of the Board, including a request for the individual to accept the nomination.

4.     Acceptance of nomination by the nominated individual shall constitute appointment to the position of TWIM Coach by the TWIM Booster Club Board of Directors.

9.3.      Duties of a TWIM Coach

A.    Duties of a TWIM Coach shall include writing workouts for TWIM Members and providing individualized instruction to swimmers, as needed, during such workouts. Other duties may include coaching at swim meets, setting up relays, or assisting at TWIM Swim Clinics. When the TWIM Head Coach is present at an event, any other appointed TWIM Coach shall be expected to act in an assistant capacity.

10.   COMMITTEES AND APPOINTMENTS

10.1.   STANDING COMMITTEES: Standing committees may be formed on an as-needed basis. The president shall appoint the chair of each committee with the concurrence of the Board of Directors. The chair shall choose committee members. The chair and all committee members shall be individual members of TWIM Booster Club. Standing committees may include the following:

A.    Team Development Committee

B.    Finance Committee

C.    Information Technology Committee

10.2.   SPECIAL COMMITTEES: The president may establish special committees, also known as ad hoc committees or task forces, as deemed necessary to perform specific tasks. The president shall provide the Board of Directors a written description of the special committee’s purpose. A special committee shall be dissolved when the specific tasks are completed and a final report is given to the Board of Directors.

10.3.   APPOINTMENTS

A.    COORDINATORS – The president, with the concurrence of the Board of Directors, may appoint coordinators as listed below. Coordinators shall have the same rights and responsibilities as the chairs of standing committees. A coordinator, with the concurrence of the president, may appoint a working group to assist the coordinator.

1.     Bylaws Coordinator

2.     Clinics Coordinator

3.     Coaches Coordinator

4.     Fitness Coordinator

5.     Historian

6.     Marketing Coordinator

7.     Membership Coordinator

8.     New Swimmer Coordinator

9.     Safety Coordinator

10.  Social Coordinator

B.    SPECIAL ASSIGNMENTS: The president may make special assignments that are deemed necessary and shall provide a written description of assigned duties to the Board of Directors.

10.4.   REPRESENTATION: The president and Board of Directors shall consider the entire TWIM Booster Club membership when appointing standing committee chairs, coordinators, and special assignments. Standing committee chairs shall consider the entire TWIM Booster Club membership when appointing committee members.

10.5.   TERMS OF OFFICE

A.    Chairs of standing committees and coordinators shall generally have the same term as the president who appoints them. Each may be reappointed by subsequent presidents for an unlimited number of terms with concurrence of the Board of Directors.

B.    If the Board of Directors agrees that a chair or coordinator is not performing adequately, that chair or coordinator may be removed by a majority vote of the Board of Directors.

C.    Special Committees and Special Assignments shall serve until their assigned duties have been completed.

11.   MEMBERSHIP MEETINGS

11.1.   A general membership meeting shall be held annually at TWIM Fest or at some other designated time under special circumstances. Other membership meetings may be convened by the Board of Directors as required.

11.2.   Notice of date, time, and place of each general membership meeting shall be published on the TWIM Website at least one month before the meeting. Notice of date, time, place, and reason for special membership meetings may be distributed electronically.

11.3.   General membership meetings shall be open to all TWIM Booster Club members.

12.   STANDING POLICIES

12.1.   Standing Policies under these bylaws and designated as such at the time of approval shall be maintained by the bylaws coordinator. Standing Policies for TWIM Booster Club will be published under separate cover. Standing Policies shall be binding until such time as they are amended or repealed by the Board of Directors.

13.   DISPUTES

13.1.   Any member of TWIM Booster Club or eligible individual who disputes actions by an individual or organization associated with TWIM Booster Club shall follow the grievance procedures defined in the TWIM Booster Club Standing Policies, or if one is lacking there, then in the PNA Standing Policies document.

14.   BYLAW AMENDMENTS

14.1.   These Bylaws can be amended by Board approval by a sixty percent (60%) majority vote of the TWIM Booster Club Board of Directors.

15.   FISCAL YEAR

15.1.   The fiscal year of TWIM Booster Club shall be January 1 to December 31.

16.   DISSOLUTION

16.1.   Dissolution of the TWIM Booster Club organization can be accomplished by a majority vote of Full Members acting on a recommendation of two-thirds of the Board of Directors.

17.   VERSION HISTORY

17.1.   v 2.0.1         11/1/2022          Updated Communications Director duties

17.2.   v 2.0.0         8/22/2021          Baseline version that includes special election details

17.3.   Signed:        _[Carl B Haynie]_      Carl B. Haynie, Treasurer on ___11/1/2022___