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ARTICLE I Names and Offices
§ 1. Name. The name of this organization,
incorporated as a not-for-profit corporation under the laws
of Kansas, is Topeka Swim Association, Inc., hereinafter referred
to as Topeka Swim Association or the corporation.
§ 2. Principal Office. The principal office
for the transaction of the business of the corporation is
hereby located at 421 Van Buren, Topeka, Kansas 66603.
§ 3. Registered Office. The corporation,
by resolution of its Board of Directors, may
change the location of its registered office as designated
in the Articles of Incorporated to any other place in Kansas.
By like resolution, the resident agent at such registered
office may be changed to any other person or corporation,
including itself. Upon adoption of such a resolution, a certificate
certifying the change shall executed, acknowledged and filed
with the Secretary of State, and a certified copy thereof
shall be recorded in the office of the Register of Deeds for
the county in which the new registered office is located (and
in the old county, if such registered office is moved from
one county to another).
§ 4. Other Offices. Branch or subordinate offices
may at any time be established by the Board of Directors at
any place or places where the corporation is qualified to
do business.
ARTICLE II Objects and Purposes
§ 1. The objects and purposes
of the Topeka Swim Association, as specified in its articles
of incorporation, are: to promote and develop swimming programs
for the benefit of swimmers of all ages and abilities; to
educate, train, and direct the interests of such swimmers,
and generally to operate solely and exclusively as a charitable,
scientific, literary and educational organization.
§ 2. Further objectives are: to aid in the
development of such components of good character as good sportsmanship,
discipline of mind and body and working together as a team
through competitive swimming; to provide an advanced level
of swimming activity through support of a competitive swimming
program which is designed to accommodate swimmers of all abilities
and to provide them with the maximum opportunity to compete,
including swimmers from novice through those with enough ability
to compete in the Olympics; to develop physical fitness through
a regular planned program of vigorous physical activity; to
support the standards for competitive swimming established
by the Young Men's Christian Association; to work toward the
continued improvement of the Topeka YMCA swimming facilities;
to promote organized competitive swimming for members of the
Topeka YMCA and the community it serves.
[As amended 04-02-2002]
ARTICLE III. Membership
§ 1. Membership. (a)
Any individual who agrees to support the objectives and purposes
of the Topeka Swim Association can become a Supporting Member.
Supporting members are non-voting members and may pay dues
to support the Association and receive other benefits as designated
by the Board of Directors;
(b) Any individual or family who enrolls a child in the competitive
swim programs of Topeka Swim Association is an Active Member.
Active members are voting members in the Topeka Swim Association.
Each family shall be entitled to only one vote. Parents
or guardians of a child or children shall designate the person
who shall exercise the voting right at the membership meeting;
(c) Memberships are not transferable;
(d) Each individual who becomes an active member shall continue
as a member, subject to termination, suspension or resignation
of such membership as provided in sections 3 and 4 of this
article;
(e) Each Active Member must enroll such member’s child
or children as a member of the Topeka YMCA, except for summer
members only.
§ 2. Membership Fee. There shall be a membership
fee, sometimes called dues, that shall be paid by each member
in the manner and amount prescribed by resolution of the Board
of Directors. Such fee schedule shall be based upon
different levels of swimming ability as determined by the
Head Coach. The Head Coach shall also place children
in the category most appropriate for the child’s swimming
ability. Payment of such fees and good standing with
respect thereto shall be a prerequisite to be an eligible
voting member and to exercise any voting rights. The membership
year shall be the fiscal year of the corporation.
[As amended 04-02-2002]
§ 3. Termination or Suspension. Members shall
maintain good standing with respect to the payment of fees
required by the corporation. Additionally, if any member of
the corporation commits any act prejudicial to the conduct
of the affairs of the corporation or the purposes for which
it is formed, such member shall be notified in writing to
appear personally before the Board of Directors at a designated
time not less than 30 days after such notification and at
such time be given a hearing. By a vote of a majority of all
of the Board of Directors present and constituting a quorum
at the meeting, the membership of such member may be terminated,
or suspended subject to reinstatement upon such conditions
as may be prescribed by the Board.
§ 4. Resignation from Membership. Resignation
from membership shall be presented to the Secretary or a membership
committee, but shall not relieve any member from any liability
for any dues, assessments or other obligations to the corporation
which are unpaid at the time such resignation is filed, or
which may arise prior to the acceptance of the resignation.
§ 5. Fines and Penalties. Fines and penalties are
not permitted. The penalty for misconduct is suspension or
termination as provided in section 3 of this Article.
§ 6. Place of Meetings. All annual meetings
of the members and all other meetings of the members shall
be held at the principal office of the corporation unless
another place within the State of Kansas is designated either
by the Board of Directors, or by the written consent of all
members entitled to vote at that meeting, given either before
or after the meeting and filed with the Secretary.
§ 7. Annual Meetings. (a)
The Annual Meeting of the members shall be held in April each
year at the time and place determined by the Board unless
the notice or consent specifies a different time. At such
meeting, directors shall be elected, reports of the affairs
of the corporation shall be considered, and any other business
may be transacted which is within the power of the members.
(b) Notice of each Annual Meeting shall be given to
each member entitled to vote, either, personally or by mail
or other means of written communication, charges prepaid,
addressed to such member at the member's address appearing
on the books of the corporation or given by the member to
the corporation for the purpose of notice. If a member gives
no address, notice shall be deemed to have been given if sent
by mail or other means of written communication addressed
to the place where the principal office of the corporation
is situated, or if published at least once in some newspaper
of general circulation in the county in which the principal
office is located. All such notices shall be sent to each
member entitled thereto not less than 10 days nor more than
45 days before each annual meeting and shall specify the place,
the day and the hour of such meeting, and shall state such
other matters, if any, as may be expressly required by statute.
If this bylaw as to the time and place of election of officers
and other directors is changed, such notice shall be given
to members at least 20 days prior to such meeting.
§ 8. Special Meetings. Special meetings
of the members, for any purpose or purposes whatsoever, may
be called at any time by the President or by the Board of
Directors, or by written request to the Board by at least
20% of the eligible voting members of the corporation. Except
in special cases where other express provision is made by
statute, notice of such special meetings shall be given in
the same manner as for annual meetings of members. Notices
of any special meeting shall specify the place, day and hour
of such meeting, and the general nature of the business to
be transacted.
§ 9. Voting. Unless the Board of Directors
has fixed another date, the record date for purposes of determining
entitlement to vote at the meeting shall be as of the close
of business on the day next proceeding the date on which the
meeting is held. Such vote may be viva voce or by ballot,
except that all elections for directors must be by secret
ballot. Each eligible voting member family shall have one
(1) vote for directors and all other matters which may properly
come before the members at any annual or special meeting.
.
§ 10. Quorum. The presence in person or by
proxy of 20% of eligible voting members shall constitute a
quorum for the transaction of business. The voting members
present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough voting members to
leave less than a quorum.
§ 11. Consent of Absentees. The transactions
of any meeting of members, either annual or special, however
called and noticed, shall be as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if, either before or after
the meeting, each of the members entitled to vote, not present
in person or by proxy, signs a written waiver of notice, or
a consent to the holding of such meeting, or an approval of
the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporation records or made a part
of the minutes of the meeting.
§ 12. Proxies. Every person entitled to vote
shall have the right to do so either in person or by the Secretary,
authorized by a written proxy executed by such person or such
person's duly authorized agent and filed with the Secretary.
Each proxy shall be executed in writing, shall be valid for
a specific general or special meeting and shall be limited
to casting the member's vote for the directors designated
by the proxy, either as part of the slate of candidates certified
by the nominating committee or as designated to be nominated
and voted for by the proxy. No such proxy shall be valid after
the general or special meeting for which the proxy is executed
or the expiration of 11 months from the date of its execution,
whichever is later.
§ 13. Inspection of Corporate Records. The
membership ledger, the books of account and minutes of proceedings
of the members, the Board of Directors and of standing committees
shall be open to inspection upon the written request of any
member within 5 days of such request during ordinary business
hours or by appointment if for a purpose reasonably related
to the member's interests as a member. A list of members entitled
to vote shall be exhibited at any reasonable time and at meetings
of the members upon the request of any member. Requests for
inspection of any corporate records other than at a members'
meeting shall be made in writing to the Secretary.
§ 14. Inspection of Bylaws. The corporation
shall keep in its principal office for the transaction of
business the original or a copy of these Bylaws as amended
or otherwise altered to date, certified by the Secretary,
which shall be open to inspection by the members at reasonable
times during ordinary business hours or by appointment, upon
request to the Secretary.
ARTICLE IV. Board of Directors
§ 1. Powers. Subject to limitations
of the Articles of Incorporation, the Bylaws and the Kansas
Corporation Code as to action which shall be authorized or
approved by the members, and subject to the duties of directors
as prescribed by the Bylaws, all corporate powers shall be
exercised by or under the authority of, and the conduct and
affairs of the corporation shall be controlled by, the Board
of Directors. Without prejudice to such general powers, but
subject to the same limitations, it is hereby expressly declared
that the directors shall have the following powers:
(a) To adopt, amend or repeal by Bylaws of the corporation;
(b) To select and remove all the other officers, agents and
the head coach of the corporation, prescribe such powers and
duties for them as may not be inconsistent with law, or with
the Articles of Incorporation or these Bylaws, fix their compensation,
if any, and require from them security for faithful service,
if deemed necessary or desirable;
[As amended 04-02-2002]
(c) to conduct, manage and control the affairs and conduct
of the corporation, and to make such rules and regulations
therefore which are consistent with law, or with the Articles
of Incorporation or these Bylaws, as they may deem best,
(d) to change the principal office and registered office for
the transaction of the conduct of the affairs of the corporation
from one location to another and to fix and locate from time
to time one or more subsidiary offices of the corporation
within Kansas, all as provided in Article I of these Bylaws;
(e) to designate any place within Kansas for
the holding of any members' meeting or meetings except annual
meetings;
(f) to adopt, make and use a corporate seal, to prescribe
the forms of certificates of membership, and to alter the
forms of such seal and of such certificates from time to time,
as in their judgment they may deem best, provided such seal
and such certificate shall at all times comply with the provisions
of law;
(g) To borrow money and incur indebtedness for purposes of
the corporation, and to cause to be executed and delivered
therefore, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations
or other evidences of debt and securities therefore; and
(h) To appoint an executive committee and other committees
of directors, and to delegate to such committees any of the
powers and authority of the board in the management of the
conduct and affairs of the corporation, except the power to
adopt, amend or repeal bylaws. Any such committee shall be
composed of 2 or more directors.
§ 2. Composition, Selection and Term of Office.
(a) The Board of Directors shall be comprised of eleven
persons, each of whom shall be a member of the Association
in good standing and who shall be elected and qualified at
the annual meeting of the members as hereinafter provided
and who shall hold office until their successors are elected
and qualified. All the directors holding office, shall hold
office for their unexpired term and at the annual meeting
the appropriate number of directors to fill the expired terms
shall be elected for a term of two years and thereafter at
each annual meeting, a total of four directors shall be elected
for the terms that have expired, and five directors shall
be elected to two year terms at the next annual meeting.
Two additional board members shall be elected who are supporting
members of TSA. Election of those members shall be by
majority vote of the Board of Directors.
[As amended 04-02-2002]
(b) No person shall be eligible to serve as an officer or
elected or appointed member of the Board of Directors unless
the person is an eligible voting member of the corporation
for one and one-half swimming seasons or six months, whichever
comes first.
(c) Each nonvoting ex officio member of the Board of Directors
designated in accordance with these Bylaws or an agreement
entered into by the corporation with a municipality, county
or other local government shall be appointed by the Board
and shall be a nonvoting member of the Board during the term
of such agreement.
(d) The Director of the YMCA, the TSA Head Coach and the Superintendent
of Parks & Recreation of the City of Topeka, or their
designated representatives, will serve as ex-officio members
on the TSA Board.
§ 3. Nominations. The Board of Directors
shall annually appoint a Nominating Committee of 3 members.
The majority shall be non-directors. The Nominating Committee
shall consider all available candidates for the directorships
and offices to be filled by election at the next Annual Meeting
of the members, and shall certify a slate of candidates to
the Secretary. The Secretary shall include the slate of candidates
in the notice given pursuant to Section 7 of Article III of
these Bylaws. The slate so submitted shall be deemed a nomination
of each person named. The committee may recommend one or more
than one candidate for each vacancy to be filled. The nominations
may consist of a pair of individuals who wish to jointly share
the responsibilities of a position on the board. In this case
one of the individuals will be listed as the primary person
who will represent the pair at board meetings and the other
person listed as a backup. In situations where the primary
person cannot attend a board meeting, then the backup may
participate with full authority of the director position.
At the Annual Meeting of the members, nominations may be made
by members from the floor.
(As Amended 11/2/95)
§ 4. Vacancies. (a) Vacancies on the
Board of Directors may be filled by a majority of the remaining
directors, although less than a quorum, or by a sole remaining
director. If at any time, by reason of death, resignation,
or other cause, the corporation shall have no directors in
office, then any member may apply to the District Court for
a decree summarily ordering election as provided for by the
Kansas Corporation Code. Each director so elected shall hold
office until the director's successor is elected at an annual
or a special meeting of the members.
(b) A vacancy or vacancies on the Board of Directors shall
be deemed to exist (1) in case of the death, resignation or
removal of any director, (2) if the authorized number of directors
be increased, (3) if, at any annual or special meeting of
members at which any directors are to be elected, the members
fail to elect the full authorized number of directors to be
voted for at the meeting, or (4) if any director elected refuses
to serve.
(c) 20 % or more of the eligible voting members of the corporation
may call a meeting at any time to fill any vacancy or vacancies
not filled by the directors. If the Board of Directors accepts
the resignation of a director intended to take effect at a
future time, the Board or the members shall have power to
elect a successor to take office when the resignation is to
become effective.
(d) No reduction of the authorized number of
directors shall have the effect of removing any director prior
to the expiration of the director's term of office.
§ 5. Place of Meeting. Regular and special
meetings of the Board of Directors shall be held at any place
within Kansas which has been designated from time to nine
by resolution of the Board or by written consent of all members
of the Board. In the absence of such designation, all meetings
shall be held at the principal office of the corporation.
Board meetings shall be open to attendance by the members,
but no notice of any Board meeting need be given to members.
§ 6. Other Regular Meetings. Other
regular meetings of the Board of Directors may be held without
call at such time as the Board of Directors may from time
to time designate in advance of such meetings. No notice of
such regular meetings of the Board of Directors is required.
§ 7. Special Meetings. Special meetings
of the Board of Directors for any purpose or purposes may
be called at any time by the President or, if the President
is absent or unable or refuses to act, by the Secretary or
by any other director. Notice of such special meeting, unless
waived by attendance at the meeting or by written consent
to the holding of the meeting, shall be given by actual notice
before the date of such meeting in any manner reasonable under
the circumstances. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail with
postage thereon addressed to the director at the director's
residence or usual place of business.
§ 8. Notice of Adjournment. Notice
of the time and place of holding an adjourned meeting need
not be given to absent directors if the time and place be
fixed at the meeting adjourned.
§ 9. Waiver of Notice. The transactions
of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a
quorum is present and if, either before or after the meeting,
each of the directors not present signs a written waiver of
notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of
the minutes of the meeting.
§ 10. Quorum. The number of directors
necessary to constitute a quorum for the transaction of business
at a meeting of the Board, except to adjourn as provided in
Section 12, shall be a majority of the total number of elected
directors other than the non-voting ex officio members of
the Board. Every act or decision done or made by a majority
of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the Board
of Directors, unless a greater number be required by law or
by the Articles of Incorporation. The directors present at
a duly called or held meeting at which a quorum is present
may continue to do business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.
§ 11. Meetings by Telephone. Members
of the Board of Directors of the corporation or any committee
designated by such Board, may participate in a meeting of
the Board of Directors by means of conference telephone or
similar communications equipment, by means of which all persons
participating in the meeting can hear one another, and such
participation in a meeting shall constitute presence in person
at the meeting.
§ 12. Adjournment. A majority of the
directors present may adjourn any meeting of the Board to
meet again at a stated day and hour or until the time fixed
for the next regular meeting of the Board.
§ 13. Removal of Directors. Removal
of any director may be considered at any special meeting called
for that purpose as provided at Section 8 of Article III of
these Bylaws. A majority vote of the members who are entitled
to vote and who are present in person at a meeting at which
a quorum is present shall be required to remove a director
for cause; a two thirds vote shall be required to remove a
director without cause. If, prior to the vote, the director
subject to removal demands a hearing, then the highest ranking
director from among the remaining directors shall appoint
a committee to consist of 3 members in good standing of the
corporation. No director shall be a member of the committee.
The meeting shall then be adjourned to a date certain, and
the committee shall conduct an investigation. The director
subject to removal shall be entitled to appear before the
committee and be heard on the issue of removal. At the adjourned
meeting, the committee shall make a report of its findings
and recommendations, if any, and the matter of removal shall
then be submitted to a vote of the membership.
ARTICLE V. Officers
§ 1. Officers and Terms. The officers
of the Topeka Swim Association shall be President, Vice-President,
Secretary and Treasurer. Each officer shall be a member of
the Board of Directors.
§ 2. President. The President shall
preside at all meetings of the Topeka Swim Association. Subject
to the approval of the Board of Directors, the President shall
appoint the members of all committees except the Nominating
Committee. The President shall preside at all meetings of
the members and at all meetings of the Board of Directors.
The President shall be an ex officio member of all committees,
except the Nominating Committee, and shall have the general
powers and duties of management usually vested in the office
of President of a corporation, and shall have such other powers
and duties as may be prescribed by the Board of Directors
or these Bylaws.
[As amended 04-01/2002]
§ 3. Vice-President. The Vice-President
shall act in the absence of the President with the same power
and authority and shall perform such other duties as may be
assigned to the Vice-President by the President and as assigned
from time to time by the Board of Directors.
§ 4. Secretary. The Secretary shall
keep the records and minutes of all meetings of the Topeka
Swim Association, shall give notice of meetings, and shall
have general custody of the records of the Topeka Swim Association.
§ 5. Treasurer. (a) The Treasurer or
designee shall receive, disburse and account for all of the
funds of the Topeka Swim Association which shall be kept in
a financial institution designated by the Board of Directors.
A financial institution can be a bank, savings and loan, or
other entities that offer Money Market accounts and/or mutual
fund accounts or the Topeka Community Foundation. The
Treasurer shall prepare annually for presentation an accounting
of the receipts and disbursements of the Topeka Swim Association
during the preceding year.
[As amended 04-04-2002]
(b) The Treasurer shall maintain and cause to be kept and
maintained, adequate and correct accounts of the properties
and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains,
losses, capital, surplus and membership. The books of accounts
shall at all reasonable times be open to inspection by any
director. The Treasurer shall be bonded if required by the
Board of Directors and shall perform such other powers and
duties as may be prescribed by the Board of Directors or these
Bylaws.
§ 6. Election and Terms of Office. Except
as provided for the first officers who are elected by the
charter directors, the officers shall be elected by the members
of the Board at a special meeting within 30 days of an Annual
Meeting and the elected officers shall take office immediately
for terms of one year or until the next election of officers.
No person may hold more than one office at a time. The persons
so elected to such offices may succeed themselves in their
respective offices.
[As amended 04-02-2002]
§ 7. Removal of Officer. Any officer
may be removed from office by a vote of two thirds of the
directors entitled to vote thereon. The officer subject to
a removal vote shall not be entitled to vote as a director.
Any officer so removed from office shall continue to serve
as a member of the Board of Directors unless removed in the
manner provided in §IV, §13. The office shall be
filled in the manner provided in Article IV, §4 as for
vacancies in the Board of Directors.
§ 8. Resignation. Any officer may resign
at any time by giving written notice of resignation to the
President or Secretary of the corporation. If the offices
of President and Secretary are both vacated, the resignation
may be submitted to any other director or officer. Acceptance
of any such resignation shall not be necessary to make it
effective.
§ 9. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification,
or otherwise shall be filled in the same manner as is provided
in Section 4 of Article IV of these Bylaws for vacancies on
the Board of Directors, and the directors so appointed shall
succeed to the office so vacated.
ARTICLE VI Miscellaneous
§ 1. Head Coach and Assistants. (a)
The board of Directors shall recommend to the Topeka YMCA
an individual to serve as Head Coach. The YMCA will be the
agent with the Corporation, employing such person in such
capacity, but subject to the duties and responsibilities,
compensation and reimbursements negotiated on behalf of the
YMCA by the Board of Directors. The Head Coach shall be permitted
to employ such assistant coaches and on such terms as are
authorized by the Board of Directors. This arrangement between
the Corporation and the YMCA shall apply to the assistant
coaches as well.
(b) The Head Coach shall control all aspects of the swimming
program respecting the swimmers, including practices and swim
meets, coach schedules and the like, and shall cooperate with
the Board of Directors or such committees of the Board as
may be appointed for other purposes. He shall classify
swim group categories based upon swimming ability, which classifications
form the basis for the member fee schedule of Article III,
Section 2. The Head Coach in his sole discretion may assign
a child based upon ability to a category within the classifications,
subject to the limitation of Article III, Section 2.
(c) The Head Coach shall have such other duties as may from
time to time be designated by the Board of Directors, as described
in the Head Coach Job Description.
[As amended 04-02-2002]
§ 2. Execution of Contracts, Deeds, Etc.
The Board of Directors, except as otherwise provided
in these Bylaws, may authorize any officer or officers, agent
or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Except as may be specifically limited by resolution, the President
shall have the continuing authority of the Board under this
section. Unless so authorized by the Board of Directors, no
other officer, agent or employee shall have any power or authority
to bind the corporation by any contract or engagement or to
pledge it credit or to render it liable for any purpose in
any amount, provided, however, that any deeds or other instruments
conveying lands or any interest therein shall be executed
on behalf of the corporation by the President or Vice-President,
if there be one, or by any agent or attorney so authorized
under power of attorney or other written power which was executed
on behalf of the corporation by the President or Vice-President,
or as authorized for that purpose by resolution of the Board
of Directors.
§ 3. Checks, Drafts, Deposits, Etc. All
checks, drafts or other orders for payment of money, notes
or other evidences of indebtedness, issued in the name of
or payable to the corporation, shall be signed or endorsed
by the President or such person or persons and in such manner
as, from time to time, shall be determined by resolution of
the Board of Directors.
§ 4. Designation of Depository Bank. The
Board of Directors shall designate, by resolution, a depository
bank, savings and loan, or other financial institution, whether
one or more, for the deposit of all money and funds of the
corporation.
§ 5. Non-profit and Charitable Purposes.
(a) This corporation shall not have or exercise any
power or authority either expressly, by interpretation, or
by operation of law, nor shall it directly or indirectly engage
in any activity that would prevent this corporation from qualifying
(and continuing to quality) as an organization. described
in section 501(c)(3) of the Internal Revenue Code of 1986
(or the corresponding provision of any future United States
International Revenue law).
(b) The corporation shall never be operated for the primary
purpose of carrying on trade or business for profit.
(c) This corporation is organized exclusively for charitable,
religious, educational, scientific, testing for public safety,
prevention of cruelty to children, or literary purposes, including
for such purposes, the making of distributions to organizations
that qualify as exempt organizations which are described in
section 501(c)(3) and exempt under section 5401(a) of the
Internal Revenue Code of 1954 (or the corresponding provision
of any future United States Internal Revenue law).
(d) No part of the net earnings of the corporation shall inure
to the benefit of or be distributable to its members, directors,
officers or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions
in furtherance of the purposes set forth in these articles.
No substantial part of the activities of the corporation shall
be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the corporation shall not participate
in or intervene in (including the publishing or distribution
of statements or the making of oral statements on behalf of
or in opposition to such candidate) of any political campaign
on behalf of any candidate for public office. Notwithstanding
any other provision of these articles, the corporation shall
not carry on any other activities not permitted to be carried
on by a corporation exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code (or the corresponding
provision of any future United States Internal Revenue law).
(e) Upon the dissolution of the corporation, the Board of
Directors shall, after paying or making provision for the
payment of all of the liabilities of the corporation, dispose
of all of the assets of the corporation exclusively for the
purposes of the corporation in such manner, or to such organization
or organizations organized and operated exclusively for charitable,
educational, religious, scientific, or any other purposes
as shall at the time qualify as an exempt organization or
organizations under section 501(c)(3) of the Internal Revenue
Code of 1954 (or the corresponding provision of any future
United States Internal Revenue law), as the Board of Directors
shall determine. Any such assets not so disposed of shall
be disposed of by the District Court in the county in which
the principal office of the corporation is then located, exclusively
or such purposes or to such organization or organizations,
as said court shall determine, which are organized and operated
exclusively for such purposes.
§ 6. Indemnification of Directors and Officers.
(a) When a person is sued, either alone or with others,
because such person is or was a director or officer of the
corporation, in any proceeding arising out of such person's
alleged misfeasance or nonfeasance in the performance of such
person's duties or out of any alleged wrongful act against
the corporation or by the corporation, such person shall be
indemnified for such person's reasonable expenses, including
attorneys fees, incurred in the defense of the proceeding,
if both of the following conditions exist: (a) the person
sued is successful in whole or in part, or the proceeding
against such person is settled with the approval of the Court;
and (b) the Court finds that such person's conduct fairly
merits indemnity.
(b) The amount of such indemnity that may be assessed against
the corporation, its receiver or its director by the Court
in the same or in a separate proceedings shall be so much
of the expenses, including attorneys fees, incurred in the
defense of the proceedings, as the Court determines and finds
to be reasonable. Application for such indemnity may be made
either by the person sued or by the attorney or other person
rendering services to such person in connection with the defense,
and the Court may order the fees and expenses to be paid directly
to the attorney or other person, although such attorney or
other person is not a party to the proceeding. Notice of the
application for such indemnify shall be served upon the corporation,
its receiver, or one of its directors, and upon the plaintiff
and other parties to the proceeding. The Court may order notice
to be given also to the members in the manner provided in
these Bylaws for giving notice of members' meetings, in such
form as the Court directs.
§ 7. Annual Report. No annual report
to members shall be required, but the Board of Directors may
cause to be sent to the members reports in such form and at
such times as may be deemed appropriate.
§ 8. Committees. The
Board of Directors may from time to time, by resolution, designate
one or more committees. Any such committee shall consist of
one or more directors and one or more members of the corporation.
Such committee so designated may have and exercise the authority
of the Board of Directors in the of the corporation and to
the extent authorized by such resolution, but the designation
of such committees and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on the Board
or such member thereof by law.
§ 9. Use of Robert's Rule of Order. The
most current revision of Robert's Rules of Order shall be
used for the conduct of all meetings of the members, the committees
or the Board of Directors, except as otherwise provided in
these Bylaws or in the Articles of Incorporation.
§ 10. Fiscal. The Board of Directors
Shall have the power to fix and from time to time change the
fiscal year of the corporation. In the absence of action by
the Board of Directors, however, the fiscal year of the corporation
shall be from September 1 of any year to August 31 of the
nextyear.
§ 11. Amendment of Bylaws. New bylaws
may be adopted or these Bylaws may be amended or repealed
by the Board of Directors as provided in Section 1 of Article
IV or by a majority vote of the eligible voting members who
are present in person at a regular or special meeting at which
a quorum is present
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
That I am the duly elected, qualified and acting secretary
of the Topeka Swim Association, Inc., a Kansas not-for-profit
corporation, and that the foregoing Bylaws, consisting of
13 pages, constitute the amended Bylaws of the corporation,
as duly adopted originally at the first meeting of the Board
of Directors thereof duly held on the 29th day of April, 1991,
and as amended by the Board of Directors of the corporation
at a meeting thereof duly held on the 17th day of April, 1996,
and on April 1, 2002.
In testimony whereof, I have hereunto subscribed my name on
the 1st day of April, 2002.
_____________________________
Secretary
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