Colorado Masters Swimming Association Bylaws

(Approved April 14, 2018)

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ARTICLE I—Name and Scope

Section 1.1-Name. The name of this organization shall be the Colorado Masters Swimming Association (COMSA). COMSA is the Local Masters Swimming Committee (LMSC) for Colorado and Wyoming. LMSCs are recognized divisions of U.S. Masters Swimming, Inc. (USMS).
Section 1.2-Zone. USMS has assigned COMSA to the Breadbasket Zone, which consists of Colorado, Iowa, Nebraska, Minnesota, Missouri Valley, North Dakota, Ozark, and South Dakota.
Section 1.3-Address. The official address of COMSA is that of the Registrar.
Section 1.4-Fiscal year. The fiscal year for COMSA shall be January 1 to December 31.

ARTICLE II—Objectives

Section 2.1-Purpose. The purpose of COMSA is to operate exclusively for public health, safety and charitable purposes, including but not limited to:

Section 2.2-Prevailing Rules. COMSA shall be subject to all rules and regulations of USMS. Should any discrepancies arise between such rules and regulations and these Bylaws, the rules and regulations of USMS shall govern.
Section 2.3-Qualification as Tax-exempt Organization. COMSA shall qualify as a tax-exempt organization under the umbrella of USMS. The portions of the Articles of Incorporation and Bylaws of USMS providing for tax-exemption shall be incorporated herein by reference. No part of the net earnings of COMSA shall inure to the benefit of, or be distributable to, its members, directors, Officers, or other private persons, except that COMSA 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 Bylaws. COMSA may make distributions to corporations, trusts, community chests, funds or foundations pursuant to rules and regulations governing USMS.

ARTICLE III—Membership

Section 3.1-Definitions. The following definitions shall apply throughout this document:

Section 3.2-Qualification. COMSA does not discriminate on the basis of sex, race, color, religion, national origin or handicap. Any individual, coach, CLUB, or TEAM that participates in or cooperates with, fosters or promotes Masters Swimming programs and has met the membership requirements of USMS, as well as paid the appropriate dues and/or fees to USMS and COMSA, shall be afforded all rights and privileges of COMSA as prescribed in these Bylaws. Membership is open to individuals age 18 or older who are either unattached or are members of a CLUB registered with COMSA.
Section 3.3-Dues. The Board of Directors shall establish COMSA dues requirements, including individual membership fees, and CLUB and TEAM registration fees. COMSA dues shall include any USMS registration fees and any other fees required by USMS and to fund activities authorized by these Bylaws.
Section 3.4-Violations. Any member who fails to conform to or violates the provisions of these Bylaws or the Rules of USMS may be suspended, expelled or penalized as prescribed by the COMSA Board of Directors.

ARTICLE IV—Directors and Officers

Section 4.1-General Powers of the Directors. The business and affairs of COMSA shall be managed by its Board of Directors (Board). The Board shall be the policy making body of COMSA.
Section 4.2-Membership of the Board. The Board shall consist of the Officers and Members at Large as defined in Section 4.3 below.
Section 4.3-Officers and Members at Large.

Section 4.4-Election and Term of Office. The Officers and Members at Large shall be elected with a simple majority vote at the Annual Meeting and shall hold office for a period of two years, or until a successor is selected. Officers and Members at Large may be re-elected for successive terms.
Section 4.5-Nominations. Nominations for Officers and Members at Large shall consist of a slate of candidates prepared by the Nominating Committee and nominations made from the floor at the Annual Meeting. Nominations from the floor must be presented to, and approved by, the Nomination Committee a minimum of two hours prior to elections. All Officers are nominated/elected positions except the Immediate Past Chairperson.
Section 4.6-Eligibility for Voting. All members in good standing with COMSA and USMS who are present at the Annual Meeting shall be eligible to vote.
Section 4.7-Unfinished Terms.If any Board member is unable to complete his/her term, a majority of the remaining Board shall appoint a replacement with a simple majority vote, to fill the vacancy for the unexpired term.
Section 4.8-Duties. The duties of the elected Officers shall be as follows:

a) LMSC Chair:

b) Vice Chair:

c) Secretary:

d) Treasurer:

e) Registrar:

Section 4.9 – Duties of Members at Large. The duties of the Members at Large of the Board include developing, supporting and enforcing the policies of COMSA and USMS, building membership and acting as a positive representative and Director of the Board.

Section 4.10 - Performance of Duties.

Section 4.11-Liability and Indemnification. An Officer who is or was performing duties of the office prudently and in good faith shall not have any liability by reason of being or having been a director or Officer of COMSA. There shall be no personal liability, either direct or indirect, of any Officer of COMSA to COMSA for monetary damages for any breach of fiduciary duty as a director or Officer; except that this provision shall not eliminate the liability of a director or Officer to COMSA for monetary damages for any breach, act, omission or transaction as to which applicable law prohibits expressly the elimination of liability. This provision shall not limit the rights of directors or Officers of COMSA for indemnification or other assistance from COMSA. COMSA shall indemnify any person who is serving as an Officer or director for any cost or liability incurred by such person by reason of such service to the fullest extent permitted by law.

ARTICLE V—Meetings

Section 5.1-Meetings and Schedules. COMSA typically publishes the board meeting and annual meeting schedule on the website. Ad hoc meetings or general meetings may be added as needed.

Section 5.2 Voting Members.

Section 5.3 - Representation. Each TEAM and CLUB in good standing with COMSA shall appoint one person to serve as a voting member at General Business Meetings. Such representative shall be entitled to one vote.
Section 5.4-Rules of Order. The rules contained in the most recent edition of Robert’s Rules of Order shall govern all COMSA proceedings except where inconsistent with USMS.
Section 5.5-Proceedings. Any voting COMSA member may make a motion during the New Business portion of any regularly scheduled General Business Meeting. Passage of a motion requires a simple majority of the voting members present, except for those motions that require approval of a 2/3 majority of voting members in accordance with these Bylaws.
Section 5.6-Annual Meetings. The Annual Meeting of COMSA shall be held at a date set by the Board for the purpose of electing Officers and conducting any other business that may arise. Notice of the date of the Annual Meeting shall be made available to all members at least one (1) month prior to the meeting’s scheduled date.
Section 5.7-Special Meetings. Special meetings shall be by or at the request of the Chair or a majority of the Board, or upon written petition of one-fifth (1/5) of the COMSA general membership. Board members shall be notified at least ten (10) days prior to a special meeting.
Section 5.8 -Approval. At Board Meetings and General Business Meetings a simple majority of voting members who are present at the meeting shall be required to pass any issue. Any Member in good standing can be present at any meeting and shall be encouraged to voice suggestions or opinions on any matter.
Section 5.9-USMS National Convention. Voting delegates to the USMS National Convention shall be appointed by the Board to represent COMSA. Appointed delegates may be reimbursed as representatives of COMSA in part or in whole by approval of the Board. COMSA encourages other interested persons to attend the USMS National Convention at their own expense.

ARTICLE VI—Committees

Section 6.1-Function. The Committees are formed to accomplish special functions required to effect the business operations of COMSA. Standing Committees serve on-going functions and exist continuously. Special Committees are formed to execute a specific business function that has a finite life span.
Section 6.2-Appointment of Chairs. The Committee Chairs are recommended by the COMSA Chair and voted upon by the Board. Committee Chairs may preside until the Committee is no longer needed, or until a replacement is designated by the COMSA Board. Each Committee Chair shall designate as many members as necessary to insure continuity, attendance at all meetings and accomplishment of the committee objective. If attendance is not feasible, a written committee report may be submitted.
Section 6.3 – Removal of Chairs. The Committee Chairs may be recommended for replacement or dismissal by the COMSA Chair and voted upon by the Board. This requires a 2/3 vote to be favorable.
Section 6.4-Standing Committees. The responsibilities of the committees are described in the Guide to Operations (GTO), on the USMS website. The following standing committees or major responsibilities shall be considered when appointing Chairpersons: Awards, Coaches, Communications-Newsletter, Communications-Webmaster, Fitness, Long Distance-Open Water, Long Distance – Pool, Officials, Records, Safety, Sanctions, and Top Ten.
Section 6.5 – Special Committees. Special Committees or chairpersons may be appointed by the Chair or at the request of the Board to perform specific functions.
a) Nominating. The Nominating Committee shall be appointed by the COMSA Chair to prepare a slate of Officers to be presented at or before the Annual Meeting. The Nominating Committee shall pre-qualify the candidates and obtain the consent of persons nominated for an office.

ARTICLE VII—Grievance Procedure

Section 7.1 – Grievances. All grievances shall be managed in accordance to USMS guidelines and shall follow the same procedure:

ARTICLE VIII—Amendment of Bylaws

Section 8.1 - Amendments. These Bylaws may be amended, altered or repealed and new Bylaws may be adopted by approval of simple majority of the voting members present at a regularly scheduled Annual Meeting. The notification of the Annual Meeting must state that action concerning the Bylaws will be taken and must include the exact wording of the proposed changes or amendment(s).

ARTICLE IX—Dissolution

Section 9.1 - Dissolution. A request for dissolution of COMSA shall be approved by a two-thirds (2/3) majority of the members present at a regularly scheduled General Business Meeting of COMSA. Dissolution shall be made in accordance with USMS rules and regulations.
Section 9.2 - Distribution of Assets. Upon dissolution, the net assets of COMSA shall inure to USMS in accordance with their rules and regulations.