Bylaws

Preamble. WHEREAS, Article VI, Section 10, of the By-Laws of the Brookdale Racquet Club, Inc. provides that the Board of Directors shall establish a Swim Team Parent Board which shall be charged with the operation of the Swim Team; it is, therefore, RESOLVED, by the Board of Directors that a Swim Team Parent Board is established to operate the Brookdale Swim Team, and the Board of Directors promulgates the following By-Laws to regulate the affairs of the Swim Team.

ARTICLE I – SWIM TEAM COMMITTEE

Section 1 – General Powers. The Brookdale Swim Team is not a separately organized corporation. It is part of the Brookdale Racquet Club, Inc. (the “Club”). The operation of a Swim Team is an authorized activity under Article I, Section 3 of the By-Laws of the Club. The general affairs of the Brookdale Swim Team shall be managed by the Swim Team Parent Board (the “Parent Board”), as provided in Article VI, Section 10 of the Club’s By-Laws. The Parent Board shall carry out its affairs under the supervision of the Board of Directors of the Club.

Section 2 – Number, Tenure, Qualifications. The number of Members of the Parent Board shall be seven (7). Each Parent Board Member shall hold office for two years, as measured from the Annual Meeting, or until his or her successor shall have been elected. Members of the Parent Board do not need to be Equity members of the Club, but they must have a child entered as a member of the Swim Team. Members of the Parent Board cannot have a child on the coaching staff.

Section 3 –Nomination and Election. The Parent Board shall establish a process to nominate candidates to fill the position of Parent Board Members as their terms expire. Nothing herein prohibits any Member from being nominated to fill consecutive terms. Candidates who are nominated shall join the Parent Board as Members after approval by majority vote of the parents present at the Annual Meeting.

Section 4 – Regular Meeting. Regular Meetings of the Parent Board shall be held at least seven (7) times a year.

Section 5 – Special Meetings. Special meetings of the Parent Board may be called by or at the request of the Chairman or any four Members.

Section 6 – Quorum. A majority of the Parent Board Members shall constitute a quorum for the transaction of business at any meeting of the Parent Board, provided, that if less than a majority of the Parent Board is present at such meeting, a majority of the Parent Board present may adjourn the meeting.

Section 7 – Manner of Acting. The Parent Board shall act either by a majority vote of the Members of the Parent Board present at a meeting at which a quorum is present, or by written consent, setting forth the action taken, signed by all of the Members of the Parent Board entitled to vote with respect to the subject matter thereof.

Section 8 – Vacancies. Any vacancies occurring in the Parent Board other than by the expiration of a Member’s term may be filled through nomination of a replacement candidate by one or more Members of the Parent Board, and election by the Members of the Parent Board. Any person so elected to fill a vacancy shall serve the unexpired term of his predecessor in office.

ARTICLE II – OFFICERS

Section 1 – Officers. The officers of the Swim Team Parent Board shall be a Chairman, one or more Vice Chairmen (the number thereof to be determined by the Parent Board), a Treasurer, a Secretary, and such other officers as may be elected by and from the Parent Board in accordance with the provisions of this Article.

Section 2- Election and Term of Office. The officers of the Swim Team Parent Board shall be elected every year by and from the Parent Board at the first regular meeting after elections of the members of the Parent Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently possible. Vacancies may be filled or new offices created and filled at any meeting of the Parent Board. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3 – Removal. Any officer elected or appointed by the Parent Board may be removed by the Parent Board whenever, in its judgment, the best interests of the Swim Team would be served thereby.

Section 4 – Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Parent Board for the unexpired portion of the term.

Section 5 – Chairman. The Chairman shall be the principal executive officer of the Swim Team, and shall, in general, supervise all of the business and affairs of the Swim Team. He or she shall preside at all meetings of the members and of the Parent Board and shall do all things and perform all acts incident to the office of the Chairman of the Swim Team Parent Board. The Chairman shall be the principal liaison between the Parent Board and the Head Coach. The Chairman shall from time to time report the activity of the Swim Team and provide copies of the minutes of any meetings of the Parent Board to the President of the Board of Directors of the Club, or to such other officer of the Club as may be delegated by the President.

Section 6 – Vice Chairman. In the absence of the Chairman or in the event of his inability or refusal to act, the Vice Chairman (or in the event there be more than one Vice Chairman, the Vice Chairman in the order designated, or in the absence of any designation, then in the order of their election) shall perform all duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. Any Vice Chairman shall perform such other duties as may from time to time be assigned to him by the Chairman or by the Parent Board.

Section 7 – Treasurer. The Treasurer shall be responsible for all of the funds received or generated by the activities of the Swim Team, and shall be responsible for preparing its annual budget for submission to the Club’s Board of Directors. The Treasurer shall coordinate closely with the Club’s bookkeeper and/or Treasurer in receiving and giving receipts for monies due to or payable by the Swim Team, and depositing monies on behalf of the Swim Team in such banks, trust companies, or other depositories as are maintained by the Club; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time be assigned to him by the Chairman or by the Parent Board. The Treasurer shall keep a permanent record to be passed to his or her successor. This includes, but is not limited to, budget forecasts, financial statements of current and past years and bank account information.

Section 8 – Secretary. The Secretary shall keep the minutes of the meetings of the members of the Parent Board; be charged with advising the other Members of the Parent Board of the provisions of these By-Laws; keep a register of the post office address of each member family of the Swim Team; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman or by the Parent Board. The Secretary shall keep a permanent record to be passed to his or her successor. This includes, but is not limited to, minutes of the meetings, park district meeting minutes, coaches contracts, conditions of employment and the Parent Board by-laws.

ARTICLE III – SUB-COMMITTEES

The Parent Board, throughout its Regular Meetings, shall appoint a chairman or chairmen for any and all standing sub-committees which the Parent Board deems necessary to the operation of the Swim Team. The Parent Board shall also appoint the Swim Team’s Representatives to the Naperville Park District. The method of appointment of the sub-committee chairmen and the Team Representatives shall be as decided by the Parent Board.

ARTICLE IV – ANNUAL MEETING OF THE PARENTS

An annual meeting of the parents of the Members of the Swim Team shall be held immediately following the Swim Team’s annual Awards Banquet at the end of the summer swim season. The purpose of the Annual Meeting shall be to elect the Members of the Swim Team Parent Board, and to transact such other business as may come before the meeting.

ARTICLE V – AMENDMENTS TO BY-LAWS

These By-Laws may be changed, modified, or rescinded by an instrument in writing setting forth such change, modification, or rescission, certified by the Secretary of the Board of Directors of the Brookdale Racquet Club. The Board of Directors may change, modify or rescind these By-Laws on its own resolution. The Parent Board may also petition the Board of Directors of the Club to propose that these By-Laws be changed, modified, or rescinded, and such proposed change, modification or rescission shall become effective only if approved and so resolved by the Board of Directors.