Bylaws

These Amended and Restated Bylaws supersede and take the place of the heretofore existing Bylaws and any amendments or restatements thereof of The United States Swim School Association, all pursuant to the Arizona Nonprofit Corporation Act, Sections 10-3101 through 10-11702 of the Arizona Revised Statutes (“ANCA”).

1.01 Name.  The name of this corporation is the United States Swim School Association (the “Corporation” or “USSSA”).

1.02 Powers.  The Corporation shall have all the powers granted to it by these Bylaws, the Articles of Incorporation, and all powers granted to non-profit corporations in the State of Arizona.

1.03 Endowments/Scholarship.  The Corporation may act as trustee for scholarships, endowments, or trusts of a philanthropic nature.

1.04 Loans to Management.  The Corporation will make no loans to any of its directors or officers or to any of its key management or other personnel.

2.01         Principal Office.  The principal office of the Corporation shall be located in the State of Arizona to be determined by the Board of Directors. Any change to the principal office of the Corporation should be communicated to the Arizona Corporation Commission pursuant to the provisions of the ANCA.

2.02         Additional Offices.  The Corporation may have such other offices, either within or without the State of Arizona, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

2.03         Statutory Agent.  The Corporation shall continuously maintain in the State of Arizona a statutory agent in accordance with the requirements of the ANCA.  The statutory agent may be changed from time to time by the Board of Directors. Any change to the statutory agent should be communicated to the Arizona Corporation Commission pursuant to the provisions of the ANCA.

3.01 Qualifications and Classes of Membership.  A member of this Corporation must be either a Swim School, a business, an organization, an individual practitioner, or a former swim school owner engaged in or serving the aquatics education industry. The corporation shall have classes of voting members and classes of non-voting members who shall pay initiation fees and annual dues. Members shall at all times support the Corporation’s mission and meet other qualifications as may be determined by the Board from time to time. The Board has the sole discretion to determine whether a particular business is qualified for membership and may refuse to permit membership for any business that it determines is not qualified to become a member. No membership classification may be based on or affected by statuses protected by law, including but not limited to race, sex (including sexual orientation and gender identity), age, marital status, religion, or disability. Membership classes include:

(a) Voting Members.

(i) Swim School Members. A “Swim School” is defined as a for-profit business enterprise organized for the purpose of teaching swimming at any age. A Swim School Member shall be a Swim School either in the United States or Internationally.

(ii) Former Swim School Owners. A Former Swim School Owner Member will be an individual that formerly owned a Swim School.

(b) Non-voting Members.

(i) International Non-Voting Members. An International Non-Voting Member shall be a Swim School located outside of the United States that does not join under the Swim School Members class as defined in 3.01 (a)(i) above.

(ii) Next Gen Members. A Next Gen Member shall be an individual looking to start or has just started a Swim School within the last 11 months. This membership class is only eligible for renewal for up to two (2) years. After two (2) years as a Next Gen Member, Next Gen Members are required to apply for membership as a Swim School Member.

(iii) Aquatics Education Organizations. An Aquatics Education Organization is any organization that is not a Swim School as defined in 3.01(a)(i) above but is organized for the purpose of teaching swimming and/or water safety at any age.

3.02 Application and Membership Year.  Application for membership must be made through the office of the Corporation.  The Board of Directors may determine from time to time the process for submitting, reviewing, and approving applications for membership including establishing minimum swim school standards as condition of membership as well as the starting and ending dates for each membership year.

3.03 Initiation Fees and Annual Dues.  The Board of Directors may determine from time to time the amount of initiation fees and annual dues, if any, payable to the Corporation by its members.  Separate and different initiation fees and annual dues may apply to each class of membership. Any member delinquent in the payment of dues shall not be entitled to vote.

3.04 Privileges of Membership. Membership privileges include participation in various corporate activities, committees, programs, and publications as may be designated by the Board from time to time. Additional privileges are as follows:

(a) Voting Member Privileges. Each voting member who has paid the initiation fees and dues required for that class shall have the following privileges.

(i) Swim School Members Privileges. Each Swim School Member shall have one vote per swim school location included in their dues payment, up to a maximum of ten (10) votes upon each matter that these Bylaws provide shall be voted on by the voting members, or any other matter that the Board of Directors determines shall be voted on by the voting members. If a Swim School rents multiple multi-purpose pools for limited hours, those locations within a 50-mile radius will count as one location for dues and votes. Each Swim School Member may designate a representative in writing to vote on behalf of the Swim School Member. If there is joint ownership among swim school members, the votes from the jointly owned Swim School Member will be assigned to the designated representative and counted towards the max number of 10 votes of the other membership owned, so that no one owner receives more than 10 votes. Swim School Members may also have an owner or employee serve as a director as outlined in 5.03 below.

(ii) Former Swim School Owner Privileges. Each Former Swim School Owner Member shall have one vote upon each matter these Bylaws provide shall be voted on by the voting members or any other matter that the Board of Directors determines shall be voted on by the voting members. Former Swim School Owner Members may also serve as a director as outlined in 5.03 below.

(b) Non-voting Member Privileges. Each voting member who has paid the initiation fees and dues required for that class shall not be eligible to vote or serve as a director.

3.05 Termination, Expulsion, and Suspension.

(a)   Membership in this Corporation shall be terminated upon the occurrence of any of the following:

(1) Written resignation by the member that is delivered to the Corporation, which shall be effective upon receipt by the Corporation unless a later date is specified in such resignation.  Provided, however, that the resignation of a member does not relieve that member from any obligations the member may have to the Corporation as a result of obligations incurred or commitments made prior to resignation.

(2) Non-payment of initiation fees, annual dues, or any other assessment owed by the member to the Corporation by the due date established by the Corporation or the Board of Directors for payment of the fees, dues, or assessment owed.

(3) Death of an individual member.

(4) Dissolution of the swim school entity that qualified the member for membership in the Corporation.

(5) The member, at any time during the membership year, fails to satisfy any of the qualifications for membership set forth in this article.

(b)   Expulsion, Suspension or Termination. A member may be expelled, suspended or terminated from membership for conduct that is detrimental to the Corporation’s mission or contrary to the Articles of the Corporation or these Bylaws in the discretion of the Board. The Board shall provide written notice to the member at least fifteen (15) days before the meeting where the expulsion, suspension, or termination will be voted on and the reasons therefor. The Board shall provide the member an opportunity to be heard, orally or in writing, at least five (5) days before the effective date of the expulsion, suspension, or termination. Any written notice that is mailed shall be sent to the member’s last address shown on the Corporation’s records.

3.06              Reinstatement.  The Board of Directors may reinstate the membership of a former member on such terms and conditions as the Board of Directors deems appropriate.  Provided, however, that a former member who was expelled or terminated for an ethics issue must wait three years before reapplying for membership in the Corporation and may only be reinstated upon an affirmative vote of two-thirds of the members of the Board of Directors present at any regular or special meeting where there is a quorum.

3.07              No Property Rights.  No member, officer, or director shall have any right, title, or interest in any of the property or assets of the Corporation, nor shall any property or assets of the Corporation be distributed to any member on the dissolution or winding up of the Corporation.

3.08              Liability of a Member.  No member of the Corporation shall be personally liable to third parties for the acts, debts, liabilities, or obligations of the Corporation.  This provision does not prevent a member from becoming liable to the Corporation for dues, assessments, and fees authorized or imposed by the Corporation and owed by the member to the Corporation.

3.09              Transfer of Membership.  Except as expressly authorized by these Bylaws, no member of this Corporation may transfer or assign its membership or any right arising from that membership.  In the event that ownership of a swim school that is a Swim School Member is legally transferred to a new person or entity, the Swim School Membership of that swim school is transferable and assignable to the transferee of the swim school, provided that the swim school continues to meet all of the qualifications for membership set forth in this article.

4.01   Annual Meeting.  The Corporation is not required to hold an annual membership meeting.  At the sole discretion of the Board of Directors, the Corporation may hold an annual membership meeting during any membership year.  The Board of Directors shall have discretion to fix the date, time, and place of any such meeting.

4.02   Special Meetings.  The Corporation shall hold a special meeting of its members if either (i) a majority of the Board of Directors votes to call a special meeting, or (ii) 10% or more of the Swim School Members sign, date, and deliver to the Board of Directors or any officer of the Corporation one or more written demands for a special meeting describing the purpose or purposes for which the meeting is to be held.  A special meeting called by the members shall be held on a date not less than 10 nor more than 60 days after the written demand is delivered to the Corporation’s Board of Directors or one of the Corporation’s officers, unless the members requesting the meeting designate a later date in their written demand.  The Corporation may conduct only those matters at a special meeting of the members that are within the purpose or purposes described in the meeting notice required by section 4.05 below.

4.03   Regular Meetings.  The Corporation may, at the sole discretion of the Board of Directors, hold regular membership meetings at dates, times, and places fixed by the Board of Directors.

4.04   Place of Meetings.  Annual, special, and regular meetings of the members of the Corporation may be held within or without the State of Arizona. A virtual meeting may be held with notification going out in accordance with 4.05.

4.05   Notice of Meetings.

            (a)      For any annual, special, or regular meeting, written notice stating the date, time, and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member of record entitled to vote at such meeting at least 10 days but no more than 30 days before the meeting date.  Delivery may be accomplished by hand delivery, first class mail, email, or posting notice on the Corporation website.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at its address as it appears on the books of the Corporation, with postage thereon prepaid.

            (b)      A member, either before or after a members’ meeting, may waive notice of the meeting, and the member’s waiver shall be deemed the equivalent of giving notice.  The waiver shall be in writing, be signed by the member entitled to notice, and be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A member’s attendance at a members’ meeting waives (i) objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter at the time it is presented.

4.06   Notice of Adjourned Meetings. When any annual, special, or regular meeting of the Corporation’s members is adjourned to another date, time, or place, it shall not be necessary to give any notice of the adjourned meeting if the date, time, and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken; and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in the preceding section to each member of record on the new record date that is entitled to vote at such meeting.

4.07   Record Date for Determining Members Entitled to Notice and Vote. 

            (a)      The Board of Directors may fix the record date for determining the members entitled (i) to notice of a members’ meeting, (ii) to vote at a members’ meeting, or (iii) to exercise any rights in respect of any other lawful action.  The record date fixed by the Board of Directors shall not be less than 5 days nor more than 30 days before the date of the meeting.  If the Board of Directors fails to fix the record date before the first notice of the meeting is delivered, then the record date shall be the date on which the first notice of the meeting is delivered.

            (b)      When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for that adjourned meeting.  The Board of Directors shall fix a new date for determining the right to notice of or the right to vote if the meeting is adjourned to a date that is more than 70 days after the record date for determining members entitled to notice of the original meeting.

4.08   Member Quorum and Voting.

            (a)      Members, present or represented by proxy, holding more than 10% of the votes entitled to be cast at a members’ meeting, shall constitute a quorum at that meeting.

            (b)      If a quorum is present (either in person or by proxy), the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members unless otherwise provided by law.

            (c)      After a quorum has been established at a members’ meeting, the subsequent withdrawal of members, so as to reduce the number of members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

4.09   Action by Written Ballot.

            (a)      Any action that the Corporation may take at any annual, special, or regular meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. A written ballot can be in the form of an electronic ballot.

            (b)      A written ballot shall:

                        (1)      Set forth each proposed action.

                        (2)   Provide an opportunity to vote for or against each proposed action.

(3) If written ballot is in the form of an electronic ballot it must authenticate the member’s identity, authenticate the validity of each electronic vote to ensure the vote is not altered in transit, transmit      a receipt to each member who casts an electronic vote and store electronic votes for recount, inspection and review purposes.

         (c)   An action by written ballot is valid only if both:

                       (1)   The number of votes cast by ballot is equal to or greater than 10% of the votes entitled to be cast on the matter; and

                       (2)   The action is approved by a majority of the votes actually cast on the matter, except in the case of election of directors, the requirements for which are specified below.

         (d)   All solicitations for votes by written ballot shall:

                       (1)   Indicate the number of responses needed to meet the quorum requirements.

                       (2)   State the percentage of approvals necessary to approve each matter, except in the case of the election of directors, the requirements for which are specified below.

                       (3)   Specify the time by which a ballot must be delivered to the Corporation in order to be counted, which time shall not be less than three days after the date the Corporation delivers the ballot.

(4)   If a vote by written ballot will be conducted by electronic ballot, the notice to members that the vote will be conducted via electronic means must include a reasonable procedure by which a member may obtain and cast a ballot through some other form of delivery, including United States mail delivery, fax transmission or via hand delivery to a designated representative of the Corporation.

         (e)   A written ballot shall not be revoked or changed once delivered to the Corporation.

4.10   Action by Written Consent.

            (a)      Any action required by law, these Bylaws, or the Articles of Incorporation of this Corporation to be taken at any annual or special meeting of members of the Corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members entitled to vote on the matter.

            (b)      Within 10 days after obtaining such authorization by written consent, notice shall be given to those members who have not consented in writing.  The notice shall fairly summarize the material features of the authorized action.

5.01   Function.  The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the laws of the State of Arizona, the Articles of Incorporation, and these Bylaws.

5.02   General Powers.  Subject to the limitations of these Bylaws, the Articles of Incorporation, and the laws of the State of Arizona, the powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Directors.

5.03   Qualifications.  The qualifications for becoming and remaining a director of this Corporation are:

            (a)      A director must be an owner of a Swim School Member, an employee of a Swim School Member or a Former Swim School Owner Member that has been a Member of the Corporation for a period of at least three years prior to the individual’s election as a director. If the candidate is not the owner of a Swim School Member but is an employee of a Swim School Member, the individual must have the written permission of the owner of the Swim School Member with which the individual is employed prior to running for the position of director.

            (b)      A director need not be a resident of the State of Arizona.

5.04   Duties of Directors.

            (a)      A director shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

            (b)      In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements—including financial statements and other financial data—if prepared or presented by any of the following:

                      (1)      One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.

                     (2)      Legal counsel, public accountants, or other persons as to matters the director reasonably believes to be within such person’s professional or expert competence.

                     (3)      A committee of or appointed by the Board of Directors of which the director is not a member if the director reasonably believes the committee merits confidence.

            (c)      A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

            (d)      A director is not liable for any action taken as a director or any failure to take any action if the director’s duties were performed in compliance with this section.

5.05   Number and Composition.  The Board of Directors of this Corporation shall consist of the President of the Corporation, the Vice-President of the Corporation, and 5 directors (hereinafter referred to as “directors at large”).  Neither the President, Vice-President nor the directors at large shall come from the same Swim School Member.

5.06   Term.  Other than the initial directors or in special situations outlined in 5.07, each director at large shall hold office for a three-year term to which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death.  The President and Vice-President shall hold office for a two-year term to which they are elected and until their respective successors shall have been elected and qualified or until their earlier resignation, removal from office, or death.  The term of the initial directors expires at the time of the first election.

5.07   Election of Directors. 

            (a)      Initial Board of Directors.  Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of members and until his successor shall have been elected and qualified or until his earlier resignation, removal from office, or death.

            (b)      Subsequent Elections.  Beginning with the first annual meeting of members, the Swim School Members shall elect the President, the Vice-President, and all of the directors at large. Thereafter, the Vice-President of the Corporation will automatically succeed to a term as President on the conclusion of the preceding President’s term in office.  If, for any reason, the Vice-President fails to succeed to a term as President on the conclusion of the preceding President’s term in office, the Swim School Members shall elect a new President.  At the expiration or earlier termination of a Vice-President’s term in office, the Swim School Members shall elect a new Vice-President. At the expiration or earlier termination of the term in office of a director at large, the Swim School Members shall elect a new director at large.  Unless the Board of Directors chooses to hold the election at an annual meeting of members, the election of President, Vice-President, and directors at large shall be accomplished by written ballot, as further described below.  Nothing in this section shall be interpreted as preventing a director at large from running for and holding consecutive terms in office as a director at large.

            (c)      Process for Election by Written Ballot.

         (4)   When the written ballots are tabulated, the directorships up for election shall be filled as follows:

(i)    If only one seat on the Board for the office of director at large is up for election, the candidate receiving the highest number of votes for that office shall be elected a director at large and shall fill that seat.

(ii)   If more than one seat on the Board for the office of director at large is up for election, the candidates receiving the highest number of votes for that office shall be elected in order as directors at large until all open seats for that office have been filled. If a director at large opening is the result of an incumbent director being elected to the seat of Vice-President or President before serving their full term as director, the candidate receiving the least number of votes that still qualifies for an open seat on the board will serve for the remaining term left by the incumbent. If more than two director at large seats are open, the candidate receiving the least number of votes that still qualifies for an open seat on the board will serve at two year term. Length of term would be awarded from most votes down to least votes that qualifies for an open seat. This director shall have the right to run for a consecutive term in the office if they so desire.

(iii)  If the seat on the Board of Directors for the President of the Corporation is up for election, the candidate for President receiving the highest number of votes shall be elected as President of the Corporation and shall fill that seat.

(iv)  If the seat on the Board of Directors for the Vice-President of the Corporation is up for election, the candidate for Vice-President receiving the highest number of votes shall be elected as Vice-President of the Corporation and shall fill that seat.

5.08   Vacancies.  Any premature vacancy occurring in the Board of Directors prior to an election by the members, other than a premature vacancy in the office of President of the Corporation, may be filled by the affirmative vote of a majority of the remaining directors.  If a premature vacancy occurs in the office of President of the Corporation, the Vice-President of the Corporation shall immediately succeed to the office of President, and the resulting vacancy in the office of Vice-President may be filled by the affirmative vote of a majority of the remaining directors.  A director appointed by the Board of Directors to fill a vacancy in the office of Vice-President or director at large shall hold office only until the next scheduled election of directors by the membership, and the interim director shall have the right to run for a consecutive term in the office he or she was appointed to fill.

5.09   Termination of Director.  Membership in the Board of Directors will be terminated in this Corporation on the occurrence of any of the following events:

(a) Receipt by the Board of Directors of the written resignation of a director executed by such director.

(b) The death of the director.

(c) Two-thirds vote of the directors entitled to vote at any special or general meetings of the Directors in which a quorum is present.

(d) In a meeting of members called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of a two-thirds majority of the members then entitled to vote at an election of directors.

(e) Failure to attend two-thirds of the regular and special meetings of the Board of Directors within any 6 month period.