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Collegiate Water Polo Association Bylaws
ARTICLE I--OFFICES
1. The registered office of the corporation shall be at Collegiate
Water Polo Association, 320 West 5th St Street, Bridgeport, PA
19405.
2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the
activities of the corporation may require.
ARTICLE II--SEAL
1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania".
ARTICLE III--MEMBERS
1. Members shall be elected by a two-thirds vote of the Board of
Directors and shall have the following qualifications:
(a) Each member must represent a college or university within the
United States, Puerto Rico, or Canada.
(b) Each member must be assigned a class of membership and adhere
to those guidelines. There are two classes of membership: Varsity
and Sport Club. Varsity members must adhere to the NCAA regulations
in their entirety. Sport Club members must represent college teams
comprised of full-time students attending the college they
represent, on either the undergraduate of graduate level. Full-time
shall be designated by the institution, as it applies to all
students. North Atlantic and New York Men’s Divisions may
permit full-time staff members to compete during the regular
season.
(c) Members may represent both classes of membership.
2. The Board of Directors will approve the amount of initiation
fee, annual budget, and any dues payable by the members.
3. The Board of Directors, by affirmative vote of two-thirds of
all of the members of the Board, may suspend or expel a member for
cause after an appropriate hearing, and may, by a majority vote of
those present at any regularly constituted meeting, terminate the
membership of any member who becomes ineligible for membership, or
suspend or expel any member who shall be in default in the payment
of any dues or assessments.
4. Upon written request signed by a former member and filed with
the Secretary, the Board of Directors may, by the affirmative vote
of two-thirds of the members of the Board, reinstate such former
member to membership upon such terms as the Board of Directors may
deem appropriate.
5. Membership in this corporation is not transferable or
assignable.
ARTICLE IV--MEETINGS OF MEMBERS
1. Meetings of the members shall be held at c/o Collegiate Water
Polo Association, 320 West 5th Street, Bridgeport, PA 19405, or at
such other place or places, either within or without the
Commonwealth of Pennsylvania, as may from time to time be fixed by
the Board of Directors.
2. The annual meeting of the members shall be held the first week
of June each year if not a legal holiday, then on the next full
business day following when they shall transact such business as
may properly be brought before the meeting. If the annual meeting
shall not be called and held within six months after the designated
time, any member may call such a meeting.
3. Special meetings of the members may be called at any time by
the President, or the Board of Directors, or members entitled to
cast at least ten percent (10%) of the votes which all members are
entitled to cast at a particular meeting. At any time, upon written
request of any person who has called a special meeting, it shall be
the duty of the Secretary to fix the time of the meeting which
shall be held not more than sixty days after the receipt of the
request. If the Secretary shall neglect or refuse to fix the time
of the meeting, the person or persons calling the meeting may do
so. Business transacted at all special meetings shall be confined
to the objects stated in the call and matters germane thereto.
4. Written notice of every meeting of the members, stating the
time, place and object thereof, shall be given by, or at the
direction of, the Secretary to each member of record entitled to
vote at the meeting, unless a greater period of notice is required
by statute in a particular case. If the Secretary shall neglect or
refuse to give notice of the meeting, the person or persons calling
the meeting may do so. In the case of a special meeting, the notice
shall specify the general nature of the business to be
transacted.
5. Persons authorized or required to give notice of a meeting of
members may, in lieu of any written notice of a meeting of members
required to be given, give notice of such meeting by causing notice
of such meeting to be officially published. If eighty percent (80%)
of the members of record entitled to vote at the meeting do not
have addresses of record within the territory of general
circulation of the newspapers required for official publication,
the notice shall also be published in newspapers which have an
aggregate territory or general circulation which includes the
addresses of record of at least eighty percent (80%) of such
members of record.
6. A meeting of members duly called shall not be organized for the
transaction of business unless a quorum is present. There shall be
no minimum number of members necessary to establish a quorum,
provided proper notice has been given for the meeting. All members
entitled to vote and present shall therefore constitute a quorum at
all meetings of the members for the transaction of business except
as may be otherwise provided by law or by the Articles of
Incorporation. The members present at a duly organized meeting can
continue to do business until adjournment, not withstanding the
withdrawal of enough members to leave less than a quorum. If a
meeting cannot be organized because a quorum has not attended,
those present may, except as otherwise provided by statute, adjourn
the meeting to such time and place as they determine, but in the
case of any meeting called for the election of directors, those who
attend the second of such adjourned meetings, although less than a
quorum, shall nevertheless constitute a quorum for the purpose of
electing directors. In the case of any meeting called for any other
purpose, those who attend the second of such adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum
for the purpose of acting upon any resolution or other matter set
forth in the notice of the meeting, if written notice of such
second adjourned meeting, stating that those members who attend
shall constitute a quorum for the purpose of acting upon such
resolution or other matter, is given to each member of record
entitled to vote at such second adjourned meeting at least ten days
prior to the day named for the second adjourned meeting.
7. Any action which may be taken at a meeting of the members or a
class of members may be taken without a meeting, if a consent or
consents in writing, setting forth the action so taken, shall be
signed by all of the members who would be entitled to vote at a
meeting for such purpose and shall be filed with the Secretary of
the corporation.
8. Every member of the corporation shall be entitled to one vote,
including members represented by two classes of membership. No
member shall sell his vote for money or anything of value. Upon
request of a member, the books or records of membership shall be
produced at any regular or special meeting of the corporation. If
at any meeting the right of a person to vote is challenged, the
presiding officer shall require such books or records to be
produced as evidence of the right of the person challenged to vote,
and all persons who appear by such books or records to be members
entitled to vote may vote. The right of a member to vote, and his
right, title and interest in or to the corporation or its property,
shall cease on the termination of his membership.
9. Voting may be by ballot, mail or any reasonable means
determined by the Board of Directors. Elections for directors need
not be by ballot except upon demand made by a member at the
election and before the voting begins.
10. In advance of any meeting of members, the Board of Directors
may appoint judges of election, who need not be members, to act at
such meeting or any adjournment thereof. If judges of election are
not so appointed, the presiding officer of any such meeting may,
and on the request of any member shall, make such appointment at
the meeting. The number of judges shall be one or three. No person
who is a candidate for office shall act as a judge.
ARTICLE V--DIRECTORS
1. The business and affairs of this corporation shall be managed
by its Board of Directors, seven (7) in number, who shall be
natural; persons of full age and who need not be residents of this
Commonwealth but who shall be members of this corporation, with the
exception of the Treasurer who shall be a member by virtue of his
appointment to the Board of Directors. They shall be elected by the
members at the annual meeting of the corporation, with the seventh
being appointed by the Board of Directors. One member must be an
athletic administrator, one a coach, and one termed a corporate
position from the community. Corporate position may not be an
active coach or athlete from a member institution. Mail ballots for
the election of officers and Board of Directors will be accepted
from members unable to attend the annual meeting in person,
provided such ballots are received by Wednesday, 5:00 p.m. EST,
prior to the meeting. Each director shall be elected for the term
of two (2) years and until his successor shall be elected and shall
qualify. The terms of office for the six board members shall begin
immediately following the annual meeting on even numbers years,
with the Treasurer's appointment occurring on odd numbered
years.
2. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board of Directors may exercise
all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Articles or by these By-Laws
directed or required to be exercised or done by the members.
3. The meetings of the Board of Directors may be held at such
times and at such place or places within this Commonwealth or
elsewhere, as a majority of the directors may from time to time
appoint, or as may be designated in the notice calling the
meeting.
4. Written or personal notice of every meeting of the Board of
Directors shall be given to each director at least ten (10) days
prior to the day named for the meeting.
5. A majority of the directors in office shall be necessary to
constitute a quorum for the transaction of business and the acts of
a majority of the directors present at a meeting at which a quorum
is present shall be the acts of the Board of Directors. Any action
which may be taken at a meeting of the directors may be taken
without a meeting, if a consent or consents in writing setting
forth the action so taken shall be signed by all of the directors
in office and shall be filed with the Secretary of the
corporation.
6. The Board of Directors may, by resolution adopted by a majority
of the directors in office, establish one or more committees to
consist of one or more directors of the corporation. Any such
committee, to the extent provided in the resolution of the Board of
Directors or in the By-Laws, shall have and may exercise all of the
powers and authority of the Board of Directors, except that no such
committee shall have any power or authority as to the
following:
(a) The submission to members of any action required by statute to
be submitted to the members for their approval.
(b) The filling of vacancies in the Board of Directors.
(c) The adoption, amendment or repeal of the By-Laws.
(d) The amendment or repeal of any resolution of the Board.
(e) Action on matters committed by the By-Laws or resolution of
the Board of Directors to another committee of the Board.
7. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the
place of any such absent or disqualified member. Each committee of
the Board shall serve at the pleasure of the Board.
8. The Board of Directors shall have the authority to fix the
compensation of directors for their services as such, and a
director may also be a salaried officer of the corporation.
9. The entire Board of Directors, or a class of the Board, where
the Board is classified with respect to the power to select
directors, or any individual director, may be removed from office
without assigning any cause by the vote of members entitled to cast
at least a majority of the votes which all members present would be
entitled to cast at any annual or other regular election of the
directors or of such class of directors. In case the Board or such
a class of the Board or any one or more directors are so removed,
new directors may be elected at the same meeting. If members are
entitled to vote cumulatively for the Board or a class of the
Board, no individual director shall be removed unless the entire
Board or class of the Board is removed in case sufficient votes are
cast against the resolution for his removal, which, if cumulatively
voted at an annual or other regular election of directors, would be
sufficient to elect one or more directors to the Board or to the
class.
10. The Board of Directors may declare vacant the office of a
director if he is declared of unsound mind by an order of court or
is convicted of a felony, or if within sixty days after notice of
his selection, he does not accept such office either in writing or
by attending a meeting of the Board of Directors, and fulfill such
other requirements of qualification as the By-Laws may specify.
11. A director of the corporation shall stand in a fiduciary
relation to the corporation and 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, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director shall be
entitled to rely in good faith on information, opinions, reports or
statements, including financial statements and other financial
data, in each case prepared by any of the following:
(a) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the
matters presented.
(b) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within the
professional or expert competence of such person.
(c) A committee of the board upon which he does not serve, duly
designated in accordance with the law, as to matters within its
designated authority, which the director reasonably believes to
merit confidence.
A director shall not be considered to be acting in good faith if
he has knowledge concerning the matter in question that would cause
his reliance to be unwarranted.
In discharging the duties of their respective positions, the Board
of Directors, committees of the Board and individual directors may,
in considering the best interests of the corporation, consider the
effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other
establishments of the corporation are located, and all other
pertinent factors. The consideration of those factors shall not
constitute a violation of this section.
Absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take
any action shall by presumed to be in the best interests of the
corporation.
A director of the corporation shall not be personally liable for
monetary damages as such for any action taken, or any failure to
take any action, unless:
(a) The director has breached or failed to perform the duties of
his office under this section.
(b) The breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The provisions of this section shall not apply to:
(a) The responsibility or liability of a director pursuant to any
criminal statute; or the liability of a director for the payment of
taxes pursuant to local, State or Federal Law.
12. Directors as such, shall not receive any stated salary for
their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board PROVIDED, that nothing
herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefore.
ARTICLE VI--OFFICERS
1. The executive officers of the corporation shall be chosen by
the Board of Directors, and shall be a President, Vice President,
Secretary, Treasurer, and any other such officers and assistant
officers as the needs of the corporation may require. The President
and Vice President shall be natural persons of full age. The role
of Secretary and Treasurer will be appointed by the Board of
Directors and shall be a natural person of full age. They shall
hold their offices for a term of two years and shall have such
authority and shall perform such duties as are provided by the
By-Laws and as shall from time to time be prescribed by the
membership. The Commissioner will fill these roles unless otherwise
dictated by the Board of Directors.
2. Any officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to
the contract rights of any person so removed.
3. The President shall be the chief executive officer of the
corporation; he shall preside at all meetings of the members and
directors; he shall have general and active management of the
affairs or the corporation; shall see that all orders and
resolutions of the Board are carried into effect, subject, however,
to the right of the directors to delegate any specific powers,
except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He
shall execute bonds, mortgages and other documents requiring a
seal, under the seal of the corporation. He shall be EX-OFFICIO a
member of all committees and shall have the general powers and
duties of supervision and management usually vested in the office
of President.
4. The Vice-President shall act in all cases for and as the
President in the latter's absence or incapacity, and shall perform
such other duties as he may be required to do from time to
time.
5. The Secretary shall attend all sessions of the Board and all
meetings of the members and act as clerk thereof, and record all
the votes of the corporation and the minutes of all its
transactions in a book to be kept for that purpose; and shall
perform like duties for all committees of the Board of Directors
when required. He shall give, or cause to be given notice of all
meetings of the members and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he shall be. He
shall keep in safe custody the corporate seal of the corporation,
and when authorized by the Board, affix the same to any instrument
requiring it.
6. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation, and shall
keep the moneys of the corporation in a separate account to the
credit of the corporation. He shall disburse the funds of the
corporation as may be ordered by the Board, taking proper vouchers
for such disbursements, and shall render to the President and
directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and
of the financial condition of the corporation.
ARTICLE VII--VACANCIES
1. If the office of any officer or agent, one or more, becomes
vacant for any reason, the Board of Directors may choose a
successor or successors, who shall hold the office for the
unexpired term in respect of which such vacancy occurred.
2. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be
filled by a majority of the remaining members of the Board, though
less than a quorum, and each person so elected shall be a director
until his successor is elected by the members, who may make such
election at the next annual meeting of the members, or at any
special meeting duly called for that purpose and held prior
thereto.
ARTICLE VIII--BOOKS AND RECORDS
1. The corporation shall keep an original or duplicate record of
the proceedings of the members and the directors, the original or a
copy of its By-Laws, including all amendments thereto to date,
certified by the Secretary of the corporation, and an original or a
duplicate membership register, giving the names of the members, and
showing their respective addresses and the class and other details
of the membership of each. The corporation shall also keep
appropriate, complete and accurate books or records of account. The
records provided for herein shall be kept at either the registered
office of the corporation in this Commonwealth, or at its principal
place of business wherever situated.
2. Every member shall, upon written demand under oath stating the
purpose thereof, have a right to examine, in person or by agent or
attorney, during the usual hours for business for any proper
purpose, the membership register, books and records of account, and
records of the proceedings of the members and directors, and to
make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to the interest of such person as a
member. In every instance where an attorney or other agent shall be
the person who seeks the right to inspection, the demand under oath
shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of
the member. The demand under oath shall be directed to the
corporation at its registered office in this Commonwealth or at its
principal place of business wherever situated.
ARTICLE IX--MEMBERSHIP CERTIFICATES
1. Membership in the corporation may be evidenced by Certificates
of Membership, in which case they shall be in such form and style
as the Board of Directors may determine. The fact that the
corporation is a nonprofit corporation shall be noted conspicuously
on the face of each certificate. They shall be signed by the
President or a Vice President and by the Secretary or an Assistant
Secretary, and shall bear the corporate seal.
ARTICLE X--TRANSACTION OF BUSINESS
1. The corporation shall make no purchase of real property nor
sell, mortgage, lease away or otherwise dispose of its real
property, unless authorized by a vote of two-thirds of the members
in office of the Board of Directors, except that whenever there are
twenty-one or more directors, the vote of a majority of the members
in office shall be sufficient. Unless otherwise restricted in these
By-Laws, no vote or consent of the members shall be required to
make effective such action by the Board. If the real property is
subject to a trust the conveyance away shall be free of trust and
the trust shall be impinged upon the proceeds of such
conveyance.
2. Whenever the lawful activities of the corporation involve among
other things the charging of fees or prices for its services of
products, it shall have the right to receive such income and, in so
doing, may make an incidental profit. All such incidental profits
shall be applied to the maintenance and operation of the lawful
activities of the corporation, and in no case shall be divided or
distributed in any manner whatsoever among the members, directors
or officers of the corporation.
3. All checks or demands for money and notes of the corporation
shall be signed by such offer or officers as the Board of Directors
may from time to time designate.
ARTICLE XI--ANNUAL REPORT
1. The Board of Directors shall present annually to the members a
report, verified by the president and Treasurer or by a majority of
the directors, showing in appropriate detail the following:
(a) The assets and liabilities, including the trust funds, of the
corporation as of the end of the fiscal year immediately preceding
the date of the report.
(b) The principal changes in assets and liabilities including
trust funds, during the year immediately preceding the date of the
report.
(c) The revenue or receipts of the corporation, both unrestricted
and restricted to particular purposes, for the year immediately
preceding the date of the report, including separate data with
respect to each trust fund held by or for the corporation.
(d) The expenses or disbursements of the corporation, for both
general and restricted purposes, during the year immediately
preceding the date of the report, including separate data with
respect to each trust fund held by or for the corporation.
(e) The number of members of the corporation as of the date of the
report, together with a statement of increase or decrease in such
number during the year immediately preceding the date of the
report, and a statement of the place where the names and addresses
of the current members may be found.
This report shall be filed with the minutes of the meeting of the
members, following the close of the fiscal year.
ARTICLE XII--NOTICES
1. Whenever written notice is required to be given to any person,
it may be given to such person, either personally or by sending a
copy thereof by first class mail, postage prepaid, or by telegram,
charges prepaid, to his address appearing on the books of the
corporation, or, in the case of directors, supplied by him to the
corporation for the purpose of notice. If the notice is sent by
mail or by telegraph, it shall be deemed to have been given to the
person entitled thereto when deposited in the United States mail or
with a telegraph office for transmission to such person. A notice
of meeting shall specify the place, day and hour of the meeting and
any other information required by statute or these By-Laws. When a
special meeting is adjourned it shall not be necessary to give any
notice of the adjourned meeting or of the business to be transacted
at an adjourned meeting, other than by announcement at the meeting
at which such adjournment is taken.
2. Whenever any written notice is required to be given under the
provisions of the statue or the Articles or By-Laws of this
corporation, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Except as otherwise required by statute, neither the
business to be transacted at nor the purpose of a meeting need by
specified in the waiver of notice of such meeting. In the case of a
special meeting of members such waiver of notice shall specify the
general nature of the business to be transacted. Attendance of a
person at any meeting shall constitute a waiver of notice of such
meeting, except where a person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully
called or convened.
ARTICLE XIII--MISCELLANEOUS PROVISIONS
1. The fiscal year of the corporation shall begin on the first day
of August.
2. One or more persons may participate in a meeting of the Board
or of the members by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in
a meeting pursuant to this section shall constitute presence in
person at such meeting.
3. So long as the corporation shall continue to be organized on a
nonstock basis, the Board of Directors shall have authority to
provide for the members to make capital contributions in such
amounts and upon such terms as are fixed by the directors in
accordance with the provisions of section 5541 of the Nonprofit
Corporation Law of 1988.
4. The Board of Directors, by resolution, may authorize the
corporation to accept subventions from members or nonmembers on
terms and conditions not inconsistent with the provisions of
section 5542 of the Nonprofit Corporation Law of 1988, and to issue
certificates therefore.
ARTICLE XIV--INDEMNIFICATION
1. The corporation shall indemnify each of its directors,
officers, and employees whether or not then in service as such (and
his or her executor, administrator and heirs), against all
reasonable expenses actually and necessarily incurred by him or her
in connection with the defense of any litigation to which the
individual may have been a party because he or she is or was a
director, officer or employee of the corporation. The individual
shall have no right to reimbursement, however, in relation to
matters as to which he or she has been adjudged liable to the
corporation for negligence or misconduct in the performance of his
or her duties, or was derelict in the performance of his or her
duty as director, officer or employee by reason of willful
misconduct, bad faith, gross negligence or reckless disregard of
the duties of his or her office or employment. The right to
indemnity for expenses shall also apply to the expenses of suits
which are compromised or settled if the court having jurisdiction
of the matter shall approve such settlement.
The foregoing right of indemnification shall be in addition to and
not exclusive of, all other rights to that which such director,
officer or employee may be entitled.
ARTICLE XV--AMENDMENTS
1. By-Laws may be adopted, amended or repealed by the vote of
members entitled to cast at least a majority of the votes which all
members present are entitled to cast thereon at any regular or
special meeting duly convened after notice to the members of that
purpose, provided the proposed change has been submitted to the
membership in writing at least three weeks prior to the annual
meeting.
2. Any change of the policies, rules, code of conduct, or means of
doing business of the Association must be proposed in writing by a
member institution or the conference office, and submitted to the
conference office at least 28 days prior to the date of the annual
meeting. In the event an issue must be voted upon by mail, as
designated by the Board of Directors, the proposal must be
submitted to the membership at least 7 days before the ballots are
required to be returned.
