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BYLAWS

REVISED BYLAWS
AQUATIC CAPITAL OF AMERICA
A California Non-profit Mutual Benefit Corporation
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ARTICLE I. NAME

The name of this corporation is Aquatics Capital of America. Corporate No. 3312591.

 

ARTICLE II. OFFICES

2.1 Principal Office

  • The principal office for the transaction of the activities and affairs of the Aquatics Capital ofAmerica (hereinafter, “Corporation” or “ACOA”) is located at The UPS Store, 4712 Second Street, Suite 836, Long Beach, City of Long Beach, County of Los Angeles County, California 90803. The directors may change the location of the principal office at any time. Any such change shall be noted by the secretary in these Bylaws.

 

ARTICLE III. PURPOSES AND OBJECTIVES  

3.1 Non-profit Corporation

  • This corporation is a Non-profit Mutual Benefit Corporation and is not organized for the private gain of any person. It is organized under the Non-profit Mutual Benefit Corporation Law of the state of California

3.2 Tax-Exempt Status

  • The primary mission of ACOA is to support youth aquatics in Long Beach through fund-raising partnerships emphasizing underserved youth. In addition, ACOA will record the history of Aquatic Sports in Long Beach through the ACOA website (theaquaticcapital.org), the Annual Awards Ceremony, and Hall of Fame Events. All activities shall be conducted within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these Bylaws, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation and the corporation shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions to which, are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.

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ARTICLE IV. NONPARTISAN ACTIVITIES

4.1 Nonpartisan Activities

  • This corporation has been formed under the California Non-profit Mutual Benefit Corporation Law for the purposes described above and it shall be non-profit and non-partisan. No substantial part of the activities of the corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation and the corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office or for or against any cause or measure being submitted to the people for a vote. The corporation shall not, except in an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

 

ARTICLE V. DEDICATION OF ASSETS

5.1 Dedication of Assets

  • The properties and assets of this non-profit corporation are irrevocably dedicated to the purposes described above. No part of the net earnings, properties or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual or any member or director of this corporation. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to an organization dedicated to charitable purposes, provided that the organization continues to be dedicated to the exempt purposes as specified in Internal Revenue Code 501(c)(3). Only an organization dedicated to serving youth aquatics may be a distributed under this Article.

 

ARTICLE VI. MEMBERSHIP

6.1 Eligibility

  • Any person expressing an interest in the objectives and purposes of the corporation is eligible for membership.

6.2 Membership Fees

  • The annual membership fee shall be set by the Board of Directors and published on the ACOA website. Membership shall be for a period of one (1) year.

6.3. Board Meetings

  • (a) Annual Meeting & Election of Board of Directors & Officers. The Board shall hold an annual meeting in the month of December for the purpose of organization and the transaction of business, including the election of Officers and Directors. Notice of the date, time and place of the Annual Meeting shall be given by writing or electronic means no less than 7 days prior to the Annual meeting. Members of the Board of Directors and all members-in-good-standing shall have the right to vote on candidates for election to the Board and on issues brought for consideration by the Board. A member-in-good-standing is an individual member who has paid for an annual membership or an Honorary Life Member as defined below in Article 6.6. A quorum for the annual meeting shall consist of a majority of the Board of Directors. The list of candidates for election to fill the expiring terms of Directors shall be given no earlier than 21 days, nor later than 7 days before the Annual Meeting.

  • (b) Regular Meetings. Regular meetings of the Board shall be held, monthly, on such dates as may be fixed by the Board. A minimum of 7 days’ notice will be given. Notice shall be given to each Directory by electronic communication or in writing.

  • (c) Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the President, Vice President, the Secretary, or any two Directors. Notice of any special or emergency meeting shall be given to each Director by electronic communication or in writing no less than 72 hours prior to the meeting.

6.4. Approvals

  • Any action which would otherwise require approval by a majority of all members or approval by the members shall require only majority approval by the Board of Directors. All rights which would otherwise vest in the members shall vest in the Board of Directors.

6.5 Equal Opportunity

  • Membership in the corporation shall not be denied by virtue of race, creed, gender, religion, political affiliation, disability, sexual orientation, or national origin.

6.6 Membership Categories

  • (a) Individual: Individuals who pay an annual fee to the corporation for membership. Individuals may apply for membership on the ACOA Website.

  • (b) Director: Persons currently serving on the Board of Directors.

  • (c) Honorary Life Member: An Honorary Life Membership conferred upon a member or non-member who (1) has rendered singular and extraordinary service to ACOA, (2) an Annual Award or Hall of Fame recipient, and (3) any individual donating $5,000 or more to ACOA. Honorary Life Members will be recognized on the ACOA website and during Special Awards Events. They shall enjoy lifetime membership including all privileges and benefits of regular members without further payment of individual annual memberships fees.
     

ARTICLE VII. COMPOSITION OF BOARD OF DIRECTORS AND OFFICERS

7.1 Number and Composition of Board of Directors

  • The Board of Directors (collectively “Board,” individually “director” or “directors”) of the corporation shall consist of at least six (6) and no more than twelve (12) directors.

7.2 Designation of Officers

  • The Board shall designate certain directors to serve as officers of the corporation. The officers of the corporation shall consist of: President, Vice President, Secretary, and Treasurer. No director may serve in multiple officer roles concurrently. An officer position may be served by multiple individuals.

7.3 Officer Responsibilities

  • The officers of the corporation shall have the following areas of responsibility:

  • (a) President. The president shall, subject to the control of the Board of Directors, generally supervise, direct and control the business of the corporation. The president shall preside at all meetings of the members and at all meetings of the Board of Directors. The president shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

  • (b) Vice President. The vice president shall be responsible for overseeing and directing all ACOA marketing and fund-raising activities in accordance with guidelines and policies as established by the Board of Directors. In the absence or disability of the president, the vice president shall perform all the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon, the president.

  • (c) Secretary. The secretary shall attend to the following: (i) Minutes. The secretary shall keep or cause to be kept, on the ACOA Google Documents Drive, a record of minutes of all meetings and actions of directors, committees of directors and members, with the time and place of holding, whether regular or special and, if special, how authorized, the notice given, the names of those present at such meetings, the number of members present or represented at members’ meetings and the proceedings of such meetings; (ii) Membership records. The secretary shall keep, or cause to be kept, on the ACOA Google Documents Drive, the names of the corporation’s members.

  • (d) Treasurer. The treasurer shall be responsible for completion of periodic financial statements, Annual Financial Summary, Annual Tax Return and publication of Annual Form 990 to the ACOA Website.

  • (e) Past President: An individual who previously served as president of the Board of Directors and who continues to act as a non-voting advisor to the Board providing historical context, experience and insights into past practices.

7.4 Powers

  • Subject to the provisions of the California Non-profit Mutual Benefit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.

7.5 Fees and Compensation

  • Directors and members of committees shall receive:

  • (a) no compensation for their services solely for holding offices of the corporation; and

  • (b) such reimbursement of expenses and/or such fees for services rendered as may be determined by resolution of the Board of Directors to be just and reasonable.

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ARTICLE VIII. ELECTION OF DIRECTORS

8.1 Eligibility for Voting

  • Any monthly dues paying member, and any director, may vote for directors. For the purpose of determining eligibility, the secretary of the corporation shall determine the date on which such eligibility determination is to be made, and shall provide a list of eligible members to a person officiating the election. The election official shall be appointed by the Board of Directors.

8.2 Nominations and Solicitations for Votes

  • Any director or individual member may nominate an individual to be a director. The individual’s qualifications and recommendations must be presented in writing, reviewed and sponsored by at least three (3) current members of the Board of Directors. (See section 10.3, Nominating Committee. The Board of Directors will then vote to place the individual on the ballot for consideration.

8.3 Vote Required to Elect Director

  • Candidates must receive a majority of the votes cast. Each director shall serve a term of two (2) years and hold office until the expiration of the term and until a successor is elected and qualified. Directors may serve no more than two consecutive full terms in the same office. Terms shall be staggered so that approximately half the directors’ terms expire each year, to ensure continuity on the Board. Vacancies occurring mid-term may be filled by the Board for the remainder of the unexpired term.

8.4 Removal of Directors

  • Removal of a Board member must be brought forth by at least three (3) Board members as a business item to a duly held Board of Directors meeting. A Board member may be removed from the Board of Directors by 2/3 majority vote at a duly held Board of Directors meeting. Such removal shall be deemed effective immediately unless otherwise resolved.

8.5 Vacancies

  • If a vacancy or vacancies in the Board of Directors occurs because of death, resignation, removal or otherwise; the remaining Board members may appoint and elect a new director to fill such vacancy until the next annual meeting.

 
ARTICLE IX. DIRECTORS MEETING

9.1 Place of Meetings

  • A Board of Directors meeting shall take place once a month by means of electronic conference with all members included simultaneously. Special Planning meetings of the Board of Directors may be held on a weekly or ad hoc basis in order to achieve goals set by the corporation.

9.2 Quorum

  • The act of the majority of Board members present at a meeting where a quorum is present shall be the act of the Board unless otherwise required by law or these Bylaws. A majority of the Board members shall constitute a quorum for transacting official business of the corporation. No official business may be conducted unless a quorum is present. In the absence of a quorum, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present.

9.3 Rules of Order

  • Robert’s Rules of Order (current edition) shall be followed in all meetings of the corporation and its committees, unless otherwise modified by these Bylaws.

9.4 Action without Meeting

  • Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent, which may be submitted by email, shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent, or consents, shall be filed with the minutes of the proceedings of the Board.

9.5 Financial Expenditures

  • Expenses under $500 may be approved by either the president or vice president. All financial expenditures over $500 must be approved by the Executive Board (president, vice president, secretary and treasurer) or by a majority of the Board of Directors prior to incurring. All expenditures will be reviewed at each monthly meeting. Recurring Events such as the Awards Ceremony, Hall of Fame Dinner and other partnerships shall present an operating budget based on previous year’s actuals.

 

ARTICLE X. COMMITTEES

10.1 Committees of Directors

  • The Board of Directors may, by resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board.

10.2 Executive Committee

  • The Board shall establish a committee designated as the Executive Committee or by such other name as the Board shall specify. The membership of the Executive Committee shall consist of the president, vice president, secretary, treasurer, the immediate past president, and an at-large member from the Board. At the discretion of a majority of the Board, additional directors or officers may be named as members of the Executive Committee. The Executive Committee shall have the power to prescribe the manner in which proceedings of the Executive Committee shall be conducted.

10.3 Nominating Committee

  • The Nominating Committee shall consist of no fewer than three directors, appointed annually by the Board at the January meeting. The Nominating Committee shall identify, evaluate, and recommend candidates to serve as directors and officers, and may consult with external advisors as needed. The slate of candidates shall be presented to the Board as candidates are submitted and evaluated. The entire Board will vote to accept these actions or recommendations as presented. The total slate of candidates shall be presented at the November Board meeting.

10.4 Committee Minutes

  • Minutes shall be kept of all meetings of all committees and filed to Google Drive.

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ARTICLE XI. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

11.1 Definitions

  • For the purpose of this article:

  • (a) "Agent" means any person who is or was a director, officer, employee, or other agent ofBthis corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation;

  • (b) "Proceeding" means any threatened, pending, or completed action or proceeding to which the corporation or its agent is a party, whether civil, criminal, administrative or investigative; and

  • (c) "Expenses" includes, without limitation, all attorneys' fees, costs and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs and other expenses incurred in establishing a right to indemnification under this Article.

11.2 Successful Defense by Agent

  • To the extent that an agent of this corporation has been successful on the merits in the defense of any proceeding referred to in this Article 11 or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 11.3 through 11.5 hereof shall determine whether the agent is entitled to indemnification.

11.3 Action Brought by Persons Other than the Corporation

  • Subject to the required findings to be made pursuant to Section 11.5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self- dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

11.4 Action Brought by or on Behalf of the Corporation

  • (a) Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.

  • (b) Claims and suits against agent. This corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met: (i) The determination of good faith conduct required by Section 11.5, below, must be made in the manner provided for in that section; and (ii) Upon application, the court in which the action was brought must determine that, inview of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

11.5 Determination of Agent's Good Faith Conduct

  • The indemnification granted to an agent in Sections 11.3 and 11.4 above is conditioned on the following:

  • (a) Required standard of conduct. The agent seeking reimbursement must be found in the manner provided below to have acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.

  • (b) Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with subsection (a) above shall be made by: (i) The Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or (ii) The voting members by an affirmative vote of a majority of the voting members represented and voting at a duly held meeting of members at which a quorum is present, which affirmative vote also constitutes a majority of the required quorum; provided, however, that the person to be indemnified shall not be entitled to vote; or (iii) The court in which the proceeding is or was pending. Such determination may be made on application brought by this corporation or the attorney of the agent or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by this corporation.

11.6 Limitations

  • No indemnification or advance shall be made under this Article 11, except as provided in Sections 11.2 or 11.5(b)(3) hereof, in any circumstance when it appears:

  • (a) That the indemnification or advance would be inconsistent with a provision of the Articles of Incorporation, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification, or (b) That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

11.7 Advance of Expenses

  • Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of The agent to repay the amount of the advance, unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article 11.

11.8 Contractual Rights of Non-directors

  • Nothing contained in this Article 11 shall affect any right to indemnification to which persons other than directors of this corporation may be entitled by contract or otherwise.

11.9 Insurance

  • The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this Article 11.

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ARTICLE XII. RECORDS AND REPORTS

12.1 Maintenance of Corporate Records

  • The corporation shall keep:

  • (a) Adequate and correct books and records of account; (b) Minutes in written form of the proceedings of its members, Board and committees of the Board; (c) A record of its members, giving their names. All such records shall be maintained by the Board’s designee.

12.2 Maintenance and Inspection of Articles and Bylaws

  • The corporation shall maintain as appropriate the original or a copy of the Articles of Incorporation and Bylaws, as amended, to date. These documents will be posted on the ACOA website.

12.3 Inspection by Directors

  • Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations, if any. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

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ARTICLE XIII. CONSTRUCTION AND DEFINITIONS

​13.1 Construction and Definitions

  • Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Non-profit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular and the term "person" includes both the corporation and a natural person.

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ARTICLE XIV. AMENDMENTS

14.1 Amendment

  • Subject to any provision of law applicable to the amendment of Bylaws of Public Benefit Non-profit Corporations, these Bylaws may be altered, amended or repealed and new body laws adopted by two-thirds (2/3) vote of the Board of Directors elected pursuant to these Bylaws.

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ARTICLE XIV. FISCAL YEAR

15.1 Fiscal Year of the Corporation

  • The fiscal year of the corporation shall begin on January 1st and end on December 31st in each year.

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CERTIFICATE OF THE SECRETARY

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I, the undersigned, certify that I am the presently elected and acting secretary of Aquatics Capital of America, a California Non-profit Mutual Benefit Corporation. The above Revised Bylaws, consisting of 15 pages, are the Bylaws of this corporation as adopted by the Board of Directors of the Corporation on November 25, 2025, and constitute.


Date: ________________, 2025

 


_____________________________
Maddie Merrill
Secretary

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