(Last amended November 2007)

ARTICLE 1 -- NAME, OBJECTIVES, TERRITORY AND JURISDICTION

1.1 Name

The name of the corporation shall be Pacific Swimming, Inc.

1.2 Objectives

The objectives and primary purpose of Pacific Swimming shall be the education, instruction and training of individuals to develop and improve their capabilities in the sport of swimming. Pacific Swimming shall promote swimming for the benefit of swimmers of all ages and abilities, in accordance with the standards, rules, regulations, policies and procedures of FINA, USA Swimming, and Pacific Swimming and its Articles of Incorporation.

1.3 Geographic Territory

The geographic territory of Pacific Swimming is as follows: the California Counties of Del Norte; Humboldt; Mendocino; Lake; Sonoma; Napa; Marin; San Francisco; San Mateo; Alameda; Contra Costa; Santa Clara; Santa Cruz; San Benito; Monterey; Tuolumne; Alpine; and the portions of: Solano County south of Highway 12, including the communities of Vallejo and Benicia and excluding the communities of Fairfield, Suisun City, and Rio Vista; Sacramento County south of Highway 12; San Joaquin County west and south of Highway 12, Interstate 5, Eight Mile Road, Highway 99, and Highway 4, including the City of Stockton; Stanislaus County south of Highway 4; Calaveras County south of Highway 4; and El Dorado County east of Highway 89; the city of Bishop in Inyo County; the community of Mammoth Lakes in Mono County; and the Nevada Counties of Lyon, Storey, Douglas, Carson City, and the portion of Washoe County lying south of the northerly boundary of the Pyramid Lake Indian Reservation.

The Solano Community College pool in Solano County and any pool between Eight Mile Road and Hammer Lane in San Joaquin County shall be available for the use of Pacific Swimming LSC and Sierra Nevada Swimming LSC and their respective club members, and both LSCs may sanction swimming events at these pools under their own rules and regulations.

1.4 Jurisdiction

Pacific Swimming shall have jurisdiction over the sport of swimming as delegated to it as a Local Swimming Committee by USA Swimming to conduct swimming programs consistent with Pacific Swimming's objectives and those of USA Swimming and to sanction, approve, observe and oversee competitive swimming events within the Territory and to conduct competitive swimming events within the Territory, its Region and its Zone (as those terms are defined in Sections 703.3 and 704.2 of Part Seven of the USA Swimming Rules and Regulations). Pacific Swimming shall discharge faithfully its duties and obligations as a Local Swimming Committee of USA Swimming in accordance with these Bylaws, the USA Swimming Code and all applicable policies and procedures.

ARTICLE 2 -- MEMBERSHIP

2.1 Members

The membership of Pacific Swimming shall consist of the following:

1. Group Members

Group Members are organizations operating in the Territory which have, upon application, been granted membership in Pacific Swimming and USA Swimming and paid the fees established by Pacific Swimming and USA Swimming pursuant to Article 3. An organization may be denied membership by the Membership Chairman or the Board of Directors for failure to satisfy the criteria for membership or for any reason for which a Group Membership could be terminated. Any denial of membership may be appealed to the Board of Review. An organization's status as a Group Member is subject to its continued satisfaction of the criteria for membership and compliance with its responsibilities under these Bylaws, the USA Swimming Code, the rules, regulations, policies, procedures and codes of conduct and ethics of Pacific Swimming and USA Swimming and may be terminated by a decision of the Board of Review or the National Board of Review. Except for Affiliated Group Members, Group Members in good standing shall be entitled to participate in the program of swimming conducted by Pacific Swimming, and competitions sanctioned or approved by USA Swimming, in accordance with Section 9.2.

A. Club Member - A Club Member is an organization which is in good standing as a Group Member of Pacific Swimming and USA Swimming, has athletes and coaches and participates in the sport of swimming. All athletes and coaches of the organization must be Individual Members in good standing of Pacific Swimming and USA Swimming.

B. Affiliated Group Member - An Affiliated Group Member is an organization which supports the sport of swimming and the objectives and programs of Pacific Swimming and USA Swimming, which is in good standing as a Group Member of Pacific Swimming and USA Swimming, but which does not have athletes and coaches who all are Individual Members of Pacific Swimming and USA Swimming.

C. Seasonal Club Member - A Seasonal Club Member is an organization which has joined Pacific Swimming and USA Swimming for one (1) or two (2) periods not longer than one hundred fifty (150) days each in a registration year and is in good standing as a Group Member of Pacific Swimming and USA Swimming. All Seasonal Club Member coaches must be Coach Members in good standing of Pacific Swimming and USA Swimming. All athlete members of seasonal clubs must be Seasonal Athlete or Athlete Members in good standing of Pacific Swimming and USA Swimming.

2. Individual Members

Individual Members are individuals involved in the sport of swimming in the Territory who have, upon registration, been granted membership in Pacific Swimming and USA Swimming and paid the dues established by Pacific Swimming and USA Swimming pursuant to Article 3. An individual may be denied membership by the Membership or Registration Chairman or by the Board of Directors for failure to satisfy the criteria for membership or for any reason for which an Individual Membership could be terminated. Any denial of membership may be appealed to the Board of Review. An individual's status as an Individual Member is subject to the Individual Member's continued satisfaction of the criteria for membership and compliance with the individual's responsibilities under these Bylaws, the USA Swimming Code, the rules, regulations, policies, procedures and codes of conduct and ethics of Pacific Swimming and USA Swimming and may be terminated by a decision of the Board of Review or the National Board of Review. Individual Members in good standing shall be entitled to participate in the program of swimming conducted by Pacific Swimming, and competitions sanctioned or approved by USA Swimming, in accordance with Section 9.1

A. Athlete Member - An Athlete Member is an individual who participates or competes in the sport of swimming and is in good standing as an Individual Member of Pacific Swimming and USA Swimming.

B. Coach Member - A Coach Member is an individual, whether or not affiliated with a Group Member, who has satisfactorily completed all safety and other training required by Pacific Swimming and/or USA Swimming and who is in good standing as an Individual Member of Pacific Swimming and USA Swimming. Any individual desiring to act in any coaching capacity at any competition sanctioned by USA Swimming must be a Coach Member in good standing of Pacific Swimming and USA Swimming.

C. Active Individual Member - An Active Individual Member is an individual other than a Coach Member or an Athlete Member who is a trainer, manager, official, meet director, marshal, Board Member, At-Large House Member, officer, or committee chairman or committee member of Pacific Swimming or a Group Member Representative or alternate and any other individual desiring to participate in the sport of swimming and who is in good standing as an Individual Member of Pacific Swimming and USA Swimming.

D. Affiliated Individual Member - An Affiliated Individual Member is an individual interested in the objectives and programs of Pacific Swimming who resides, formerly resided, or formerly participated in the sport of swimming in the Territory and who is in good standing as an Individual Member of Pacific Swimming and USA Swimming.

E. Seasonal Athlete Member - A Seasonal Athlete Member is an individual who participates or competes in the sport of swimming and has joined for one (1) or two (2) periods of time not longer than one hundred fifty (150) days each in a registration year and is in good standing as an Individual Member of Pacific Swimming and USA Swimming.

F. Life Member - A Life Member is an individual who is a life member of USA Swimming and who resides, formerly resided or participated in the sport of swimming in the Territory and who is in good standing as a member of Pacific Swimming and USA Swimming.

3. Membership a Privilege not a Right

Membership in Pacific Swimming and USA Swimming is a privilege and shall not be interpreted as a right. Membership, including a Life Membership, may be terminated by the Board of Review or the National Board of Review for any violation of a member's responsibilities under Section 2.2, for any reason set forth in Section 10.4.7.C or for any other reason determined by the Board of Review or National Board of Review to be in the best interests of Pacific Swimming, USA Swimming or the sport of swimming.

2.2 Members' Responsibilities

1. Compliance

Each Group and Individual Member shall abide by the codes of conduct and ethics, policies, procedures, rules and regulations adopted by Pacific Swimming and USA Swimming, including its obligations and responsibilities set forth in these Bylaws. Each Group and Individual Member shall not take or allow to be taken, any action, or conspire with or instigate any other person to take or allow to be taken, any action which could bring Pacific Swimming, USA Swimming or the sport of swimming into disrepute. By applying for and accepting membership in Pacific Swimming and USA Swimming, each Individual Member agrees to so abide and represents, except to the extent disclosed to Pacific Swimming and USA Swimming, that he or she has never been convicted of a crime involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors, or similar offenses, or to have been found by a Board of Review or the National Board of Review to have committed actions which would be the basis for a conviction and that she or he has never acted in a manner which might bring into disrepute Pacific Swimming, USA Swimming or the sport of swimming.

2. Responsibility for Infractions

A Group Member may be held responsible for infractions of the policies, procedures, rules, regulations or codes of conduct or ethics adopted by Pacific Swimming or USA Swimming, including its responsibilities as set forth in these Bylaws. Infractions of a Group Member include those committed or allowed to happen by its members, representatives, officials or coaches or by athletes who are competing as representatives of the Group Member or who are competing with the Group Member as unattached swimmers. Also included are infractions committed or allowed to happen by a person instigated by the Group Member or with whom the Group Member through any of those individuals conspired. Any Individual Member may be held responsible for any infractions committed or that were allowed to happen by the Individual Member. Also included are infractions committed or allowed to happen by a person instigated by the Individual Member or with whom the Individual Member conspired.

3. Club Safety Coordinator

Each Club Member shall appoint an Individual Member or a Coach Member to be a Club Safety Coordinator. The Club Safety Coordinator shall be responsible for disseminating safety education information received from Pacific Swimming and USA Swimming to the Club Member's athletes, coaches and other members and shall make recommendations to the Club Member concerning safety policy and its implementation. The Club Safety Coordinator shall make any reports requested by Pacific Swimming's Safety Chairman.

ARTICLE 3 -- DUES AND FEES

3.1 Club Members

Every Club Member and Seasonal Club Member shall pay an annual or seasonal fee, respectively, consisting of a national club fee established by USA Swimming and a local club fee established by Pacific Swimming, together with any other charges, fees, etc. as may be established by Pacific Swimming.

3.2 Affiliated Group Members

The Board of Directors shall establish the annual membership fees and any other charges, fees, etc. for Affiliated Group Members.

3.3 Athletes

Each Athlete Member and Seasonal Athlete Member shall pay an annual or seasonal fee, respectively, consisting of a national fee established by USA Swimming and a local fee established by Pacific Swimming.

3.4 Coaches

Each Coach Member shall pay an annual fee consisting of a national fee established by USA Swimming and a local fee established by Pacific Swimming, together with any other charges, fees, etc. as may be established by Pacific Swimming.

3.5 Active Individual Members

Each Active Individual Member shall pay an annual fee consisting of a national fee established by USA Swimming and a local fee established by Pacific Swimming, together with any other charges, fees, etc., as may be established by Pacific Swimming.

3.6 Affiliated Individual Members

The Board of Directors shall establish the annual membership fees and any other charges, fees, etc. for Affiliated Individual Members.

3.7 Life Members

The Board of Directors shall establish the annual or other membership fees, if any, and any other charges, fees, etc. for Life Members.

3.8 Sanction, Approval and Other Fees

1. Sanction and Approval Fees

The Board of Directors shall establish reasonable fees, procedures, and documentation required of an applicant for a sanction or approval for, or observation of, a swimming competition to be conducted within the Territory.

2. Service Charges

In addition to, or in place of, a sanction or approval fee, the Board of Directors may establish a reasonable service charge consistent with the nature of the event.

3. Payment

Each applicant for a sanction, approval or observation shall submit with its application the fees and any service charges specified by Pacific Swimming. If any of the sanction or approval fees or service charges are due at a time following the submission for sanction or approval, the applicant shall promptly pay those fees or service charges to Pacific Swimming when due in accordance with Pacific Swimming's fee schedule.

3.9 Failure to Pay

1. Group, Coach and Active Individual Member Obligations

The failure of a Group Member, Coach Member or Active Individual Member to pay dues, fees, service charges, fines or penalties imposed by Pacific Swimming or USA Swimming, within the time prescribed, as evidenced by a final decision of the Board of Review or the National Board of Review or by a court of law, shall preclude the delinquent member from (a) participating in events sanctioned or approved by USA Swimming, (b) participating in any capacity in the affairs of USA Swimming, Pacific Swimming or any other LSC or (c) serving as a Club Safety Coordinator, Group Member Representative, coach, manager, official, trainer or in any other capacity with any Club Member or Seasonal Club Member or with any group member of any other LSC.

2. Athlete Member Obligations

The failure of an Athlete Member or Seasonal Athlete Member to satisfy any financial obligations to USA Swimming, Pacific Swimming or their former LSCs, within the time prescribed, as evidenced by a final decision of the Board of Review, the National Board of Review or by a court of law, shall preclude the delinquent member from (a) competing in any competition sanctioned by USA Swimming, (b) obtaining an OVC or other reportable time achieved in events swum at any USA Swimming sanctioned, approved or observed meet, (c) participating in any capacity in the affairs of USA Swimming, Pacific Swimming or any other LSC or (d) practicing, exercising or otherwise participating in the activities of any Group Member or any group member of any other LSC.

3. Club/Individual Obligations

If a Club Member or a Seasonal Club Member has secured a final court judgement or final Board of Review or National Board of Review decision against an Individual Member for non-payment of financial obligations owed to the Club Member, then until the decision or judgement is satisfied, the Individual Member shall not (a) compete in any competition sanctioned by USA Swimming, (b) obtain an OVC or other reportable time in events swum at any USA Swimming approved or observed meet, (c) participate in any capacity in the affairs of USA Swimming, Pacific Swimming or any other LSC or (d) practice, exercise or otherwise participate in the activities of any Group Member or any group member of any other LSC.

4. Individual/Club Obligations

If an Individual Member has secured a final court judgement or a final Board of Review or National Board of Review decision against a Club Member for non-payment of financial obligations (such as a refund of training fees) to the Individual Member, then until the decision or judgement is satisfied, the delinquent or offending Club member shall be precluded from (a) participating in events sanctioned or approved by USA Swimming and (b) participating in any capacity in the affairs of USA Swimming, Pacific Swimming or any other LSC, including being represented in the House of Delegates by its Group Member Representative.

5. Continued Failure to Pay; Termination of Membership

Continued failure to pay, within a reasonable period of time, as determined by the Board of Directors, the House of Delegates, the Board of Review or the National Board of Review shall be cause for termination of membership.

ARTICLE 4 -- HOUSE OF DELEGATES

4.1 Members

The House of Delegates of Pacific Swimming shall consist of the Group Member Representatives, the Athlete Representatives, the Coach Representatives, the Board Members designated in Section 5.1, and the At-Large House Members.

1. Group Member Representatives

Each Group Member in good standing shall appoint from its membership a Group Member Representative and one (1) or more alternates. The appointment shall be in writing, addressed to the Secretary of Pacific Swimming and duly certified by the chief executive officer or secretary of the appointing Group Member. The appointing Group Member may withdraw its Group Member Representative or one (1) or more of its alternates and substitute a new Group Member Representative or new alternates by written notice, addressed to the Secretary of Pacific Swimming and signed by the chief executive officer or secretary of the appointing Group Member.

2. At-Large House Members

Up to ten (10) at-large members of the House of Delegates may be appointed by the General Chairman with the advice and consent of the Board of Directors. The At-Large House Members shall hold office from the date of appointment through the conclusion of the annual meeting of the House of Delegates following such appointment or until their successors are appointed to the House of Delegates.

3. Athlete Representatives

Two (2) Athlete Representatives shall be appointed by the General Chairman with the advice and consent of the Board of Directors, one (1) each year for a two-year term or until their respective successors are appointed. At the time of appointment, each Athlete Representative must (a) be an Athlete Member in good standing; (b) be at least sixteen (16) years of age or at least a sophomore in high school; (c) be currently competing, or have competed during the three (3) immediately preceding years, in the program of swimming conducted by Pacific Swimming; and (d) reside in the Territory and expect to reside therein throughout at least the first half of the term. The General Chairman shall make the appointment within ninety (90) days of the meeting of the House of Delegates at which Board Members were elected. Prior to the appointment, the current Athlete Representatives shall be asked to nominate one (1) or more Athlete Members for consideration.

4. Coach Representatives

Two (2) Coach Representatives shall be elected, one (1) each year for a two-year term, or until their respective successors are elected. The election of the Coach Representative shall be conducted during a meeting timely called by the Senior Coach Representative, or the Board of Directors, and determined by a majority of the Coach Members in good standing present and voting or, failing that, at a time and place and in a manner designated by the Board of Directors.

4.2 Eligibility

Only Individual Members in good standing shall be eligible to be elected or appointed members of, to be heard at or to vote at the House of Delegates in any capacity. Members of the House of Delegates must maintain their status as Individual Members in good standing throughout their terms of office.

4.3 Voice and Voting Rights of Members

The voice and voting rights of members of the House of Delegates and of Individual Members shall be as follows:

1. Group Member Representatives, Board Members, the Athlete Representatives, the Coach Representatives and At-Large House Members

Each of the Group Member Representatives, the Board Members, the Athlete Representatives, the Coach Representatives and the At-Large House Members shall have both voice and one (1) vote each in meetings of the House of Delegates.

2. Pacific Swimming Zones

Each Zone shall have both voice and one (1) vote in meetings of the House of Delegates.

3. Individual Members

Individual Members who are not members of the House of Delegates may attend open meetings of the House of Delegates and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the House of Delegates.

4.4 Duties and Powers

The House of Delegates shall oversee the management of the affairs of Pacific Swimming and the establishment of policies, procedures and programs. In addition to the duties and powers prescribed in the USA Swimming Code or elsewhere in these Bylaws, the House Delegates shall:

1. Elect the officers, At-Large Board Members, members of the Board of Review, and the Chairman listed in Section 6.1 in accordance with Sections 6.2 through 6.6;

2. Elect alternates to the USA Swimming House of Delegates in accordance with Section 502.2 of the USA Swimming Code (see also Section 6.7.10.B);

3. Elect the members of the Nominating Committee;

4. Review, modify and adopt the annual budget of Pacific Swimming recommended by the Board of Directors;

5. Call regular and special meetings of the House of Delegates;

6. Ratify or prospectively modify or rescind policy and programs established by the Board of Directors, except any action or authorization by the Board of Directors with respect to contracts or upon which any person may have relied shall not be modified or rescinded;

7. Establish joint administrative committees, or undertake joint activities with other sports organizations where deemed helpful or necessary by Pacific Swimming;

8. Establish by resolution or the Pacific Swimming Policies and Procedures Manual one or more committees of its members. The committees shall have the powers and duties specified in the resolution or the Pacific Swimming Policies and Procedures Manual, which may include delegation of one or more of the powers and duties of the House of Delegates other than the powers to amend these Bylaws or remove Board Members and other elected officers;

9. Amend the Bylaws of Pacific Swimming in accordance with Section 11.3; and

10. Remove from office any Board Member, members of the Board of Review, or committee chairmen or members who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Board of Review for any of the reasons set forth in Section 10.4.7.C. However, no Board Member, Board of Review member or elected committee chairman may be removed except upon not less than thirty (30) days written notice by the Secretary or other officer designated by the House of Delegates specifying the alleged deficiency in the performance of member responsibilities or specific official duties or other reason. All notices and proceedings under this Section shall be prepared, served and processed utilizing the procedures for a formal hearing pursuant to Section 10.6.1 to the extent applicable. Should the Board Member, Board of Review member or elected committee chairman contest the alleged deficiency or other reason alleged in the notice, the House of Delegates shall hold a hearing at which the defendant shall have the same rights as if the hearing were to be conducted by the Board of Review pursuant to Article 10.

4.5 Annual and Regular Meetings

The annual meeting of the House of Delegates of Pacific Swimming shall be held in June each year. Regular meetings of the House of Delegates shall be in accordance with a schedule adopted by the House of Delegates or the Board of Directors.

4.6 Special Meetings

Special meetings of the House of Delegates may be called by the Board of Directors or the General Chairman. Should the Board of Directors or the General Chairman fail to call the annual or scheduled regular meetings or should a special meeting be appropriate or helpful, a meeting of the House of Delegates may be called by a petition signed by at least five (5) members of the House of Delegates.

4.7 Meeting Location and Time

All meetings of the House of Delegates shall take place at a site within the Territory. The House of Delegates or the Board of Directors shall determine the location and time of all meetings of the House of Delegates.

4.8 Nominating Committee

1. Members of Nominating Committee; Election

The Nominating Committee shall comprise the Immediate Past General Chairman and not fewer than six (6) Individual Members elected annually by the House of Delegates or the Board of Directors if the House of Delegates does not act in a timely fashion, to serve until their successors are elected. A number greater than six (6) may be designated from time to time by either the House of Delegates or the Board of Directors. One (1) member shall be elected from each Zone plus one (1) at-large member. Each Nominating Committee member shall be a member of the House of Delegates and no more than two-fifths shall be Executive Committee members. Section 6.6.3 shall apply to members of the Nominating Committee, but service as the Immediate Past General Chairman shall not be counted for that purpose. If any member of the Nominating Committee resigns or otherwise becomes unable to participate in its affairs, the General Chairman, with the advice and consent of the Board of Directors, shall appoint a successor to serve until the next meeting of the House of Delegates.

2. Chairman Elected by Nominating Committee

The Chairman of the Nominating Committee shall be elected annually by a majority vote of the members of the Nominating Committee present at a meeting called promptly after the members are elected or appointed.

3. Duties of Nominating Committee

A slate of candidates for election as the officers, chairman, the At-Large members of the Board of Directors, and the members of the Board of Review to be elected at the next annual meeting shall be prepared by the Nominating Committee. The Nominating Committee may in its discretion nominate a slate of one (1) person for each position to be filled or may nominate more than one (1) candidate for one (1) or more of the positions. The Nominating Committee shall also nominate a slate of candidates for the Nominating Committee to be elected at the last regularly scheduled meeting before the next annual meeting of the House of Delegates.

4. Publication of Nominations

Nominations by the Nominating Committee shall be published by distributing a slate of candidates together with the positions for which they have been nominated to each member of the House of Delegates and to each Group Member not less than twenty (20) calendar days prior to the election. This notice may be combined with the notice of the meeting pursuant to Section 4.15.1 where convenient. See Section 16.1.5 for the methods which may be used for the distribution.

5. Additional Nominations

Additional nominations may be made from the floor of the House of Delegates by any member of the House of Delegates eligible to vote.

6. Meetings and Notices

Meetings of the Nominating Committee shall take place at a site within the Territory when called by the Chairman or any three (3) members of the Committee with a minimum of six (6) days notice required. Pertinent provisions of Sections 7.6 through 7.17 and Section 16.1.5 also shall apply to the Nominating Committee's meetings and notices.

7. Quorum

A quorum for any meeting of the Nominating Committee shall consist of not fewer than four (4) members. The committee shall act by a majority vote of its members voting in any meeting at which a quorum is present.

4.9 Meetings Open; Executive Sessions

1. House of Delegates

House of Delegates meetings shall be open to all members of Pacific Swimming and USA Swimming. Issues pertaining to personnel, disciplinary action, legal, tax or similar affairs of Pacific Swimming shall be deliberated and decided in a closed executive session which only House of Delegates Members may attend. By a majority vote on a motion of a question of privilege, the House of Delegates may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the House.

2. House of Delegates Committees

All meetings and deliberations of the Nominating Committee shall be conducted in executive (closed) session. Meetings of all other committees established by the House of Delegates shall be open to all members of Pacific Swimming and USA Swimming unless otherwise provided by the House of Delegates resolution creating the committee or by a vote of the committee as provided by the rules of the Parliamentary Authority.

4.10 Quorum

A quorum of the House of Delegates shall consist of those members present and voting.

4.11 Voting

Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the House of Delegates shall be determined by a majority vote. A motion or order calling for the removal of a member of the Board of Review pursuant to Section 4.4.10 shall be determined by a two-thirds vote after at least thirty (30) days notice. See also Section 11.3 regarding amendment of these Bylaws.

4.12 Proxy Vote

Voting by proxy in any meeting of the House of Delegates shall not be permitted.

4.13 Mail Vote

Any action which may be taken at any regular or special meeting of the House of Delegates, except elections, removals of Board Members, members of the Board of Review, elected committee chairmen and amendments of these Bylaws, may be taken without a meeting. If an action is taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written ballot to every member of the House of Delegates entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section 4.15.1) within which to return the ballot to the Secretary. Action by written ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.

4.14 Order of Business

At all meetings of the House of Delegates the following shall be included in the order of business to the extent applicable. The order in which the various subjects are taken up may be varied.

1. Roll Call

2. Reading, correction and adoption of minutes of previous meeting

3. Ratify actions of the Board of Directors taken since the previous meeting

4. Reports of officers

5. Reports of committees

6. Presentation and approval of the annual budget

7. Presentation and approval of the annual audit pursuant to Section 8.5, when applicable

8. Unfinished (old) business

9. Elections

10. New business

11. Resolutions and orders

12. Adjournment

4.15 Notices

1. Time

Not less than twenty (20) days written notice shall be given to each member of the House of Delegates and each Group Member for any annual, regular or special meeting of the House of Delegates. See Section 16.1.5 for the various permitted forms of notice.

2. Information

The notice of a meeting shall contain the time, date and site. For special meetings of the House of Delegates, the expected purpose (which may be general) of the meeting shall be stated. If an expected purpose is the amendment of the Bylaws, a copy of the proposed amendment shall be included in the notice. Failure to have included in the notice any germane amendments subsequently adopted by the House of Delegates at the noticed meeting shall not be the basis for any claim that the amendments as so adopted are invalid.

ARTICLE 5 -- BOARD OF DIRECTORS

5.1 Members

The Board of Directors shall consist of the following officers, standing committee chairmen, and representatives of Pacific Swimming, together with those additional members designated in Sections 5.2, 5.3 and 5.4 (See Article 7 -- COMMITTEES AND ZONES):

1. General Chairman

2. Administrative Vice-chairman

3. Senior Vice-chairman

4. Age Group Vice-chairman

5. Secretary

6. Treasurer

7. Athlete Representatives

8. Camps

9. Club Development and Education

10. College

11. Communications

12. Disabled Swimming

13. Diversity/Outreach

14. Finance and Audit

15. High School

16. Local Legislation

17. Marketing/Promotions

18. Membership

19. National Legislation

20. Newsletter

21. Officials

22. Open Water Swimming

23. Records

24. Registration

25. Safety

26. Sanctions

27. Scheduling

28. Time Standards

29. Top 16 Tabulator

30. Travel

5.2 At-Large Board Members

The Board of Directors shall have five (5) At-Large Board Members. The At-Large Board Members shall have both voice and vote. Any reduction in the number of At-Large board Members shall not take effect until the terms of office of the incumbents expire or become vacant.

5.3 Members Elected by Other Pacific Swimming Groups

The following persons shall be members of the Board of Directors with both voice and vote during the time period in which they meet the defined status:

1. Board of Review Chairman (see Section 10.3.4)

2. Chairman of each Zone of Pacific Swimming (see Sections 7.2.4.A and B)

3. Coach Representatives

5.4 Ex-Officio Members

The following persons shall be ex-officio members of the Board of Directors with both voice and vote during the time period in which they meet the defined status:

1. The Immediate Past General Chairman of Pacific Swimming, if an Individual Member in good standing.

2. Members of the USA Swimming Board of Directors who are Individual Members in good standing

5.5 Limitations

This Section is reserved for future use.

5.6 Voice and Voting Rights of Board Members

The voice and voting rights of Board Members and Individual Members shall be as follows:

1. Board Members

Each Board Member shall have both voice and vote in meetings of the Board of Directors and its committees.

2. Individual Members

Individual Members who are not Board Members may attend open meetings of the Board of Directors and its committees and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in meetings of the Board of Directors or its committees.

5.7 Duties and Powers

The Board of Directors shall act for Pacific Swimming and the House of Delegates during the intervals between meetings of the House of Delegates, subject to the exercise by the House of Delegates of its powers of ratification or prospective modification or rescission, except that it shall not remove a Board Member, a Board of Review member or other person elected by the House of Delegates or amend these Bylaws. In addition to the powers and duties prescribed in the USA Swimming Code or elsewhere in these Bylaws, the Board of Directors shall have the power and it shall be its duty to (see Section 6.7 for duties and powers of Elected Officers and Committee Chairman and Section 7.5 for duties and powers of Standing Committees):

1. Establish and direct policies, procedures and programs for Pacific Swimming;

2. Oversee the conduct by the officers of Pacific Swimming of the day-to-day management of the affairs of Pacific Swimming;

3. Elect At-Large Board Members when the House of Delegates does not do in a timely fashion;

4. Provide advice and consent to appointments proposed by the General Chairman that require advice and consent under these Bylaws or the Pacific Swimming Policies and Procedures Manual;

5. Cause the preparation and presentation to the House of Delegates of the annual budget of Pacific Swimming and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

6. Receive presentation of the annual audit report pursuant to Section 8.5 and make a recommendation to the House of Delegates concerning the approval or disapproval thereof;

7. Call regular or special meetings of the Board of Directors or the House of Delegates;

8. Admit eligible prospective Group Members and Affiliated Individual Members;

9. Retain such independent contractors and employ such persons as the Board shall determine are necessary or appropriate to conduct the affairs of Pacific Swimming;

10. Appoint other officers, agents, or committees to hold office for the terms specified. These appointees shall have the authority and perform the duties as provided in these Bylaws, the Pacific Swimming Policies and Procedures Manual or as may be provided in the resolutions appointing them, including any powers of the Board of Directors as may be specified, except as may be inconsistent with any other provision of these Bylaws. To the extent not provided elsewhere in these Bylaws, the Board of Directors may delegate to any officer, agent, or committee the power to appoint any such subordinate officers, agents, or committees and to prescribe their respective terms of office, authorities and duties; and

11. Remove from office any officers, At-Large Board Members, committee chairman, or committee members of Pacific Swimming who were not elected by the House of Delegates and who have failed to attend to their official duties or member responsibilities or have done so improperly, or who would be subject to penalty by the Board of Review for any of the reasons set forth in Section 10.4.7.C. No officer, At-Large Board Member, committee chairman or committee member may be removed without receiving the thirty (30) days written notice specifying the alleged deficiency in the performance of the member's responsibilities under these Bylaws, the member's official duties or other reasons. All notices and proceedings under this Section shall be prepared, served, and processed utilizing the procedures for a formal hearing pursuant to Section 10.6.1 to the extent applicable. Should the officer, At-Large Board Member, committee chairman, or committee member contest the alleged deficiency or other reason set forth in the notice, the Board of Directors shall hold a hearing at which the member shall have the same procedural rights as if the hearing were to be conducted by the Board of Review pursuant to Article 10.

12. Elect at its November meeting three (3) persons to serve as an Elections Committee during the next annual House of Delegates meeting.

5.8 Executive Committee

1. Authority and Power

The Executive Committee shall have the authority and power to act for the Board of Directors and Pacific Swimming between meetings of the Board and the House of Delegates.

2. Members

The members of the Executive Committee shall be the General Chairman, who shall act as chairman, Administrative Vice-chairman, Senior Vice-chairman, Age Group Vice-chairman, Treasurer, Senior Athlete Representative, and Senior Coach representative. The presiding officer shall appoint an Individual Member to serve as the secretary of the meeting.

3. Meetings and Notice

Meetings of the Executive Committee shall be held at any time or place within the Territory when called by the General Chairman or any three (3) members of the Committee with a minimum of three (3) days notice required. Pertinent provisions of Sections 7.6 through 7.17 and Section 16.1.5 shall apply to the Executive Committee meetings and notices.

4. Quorum

A quorum of the Executive Committee shall consist of four (4) members of the committee.

5. Report of Action to Board of Directors

At the next regular or special meeting of the Board of Directors the Executive Committee shall make a report of its activities since the last Board of Director's meeting for ratification or prospective modification or rescission, provided, however, that any action of the Executive Committee upon which a third party may have relied (e.g., by signing, or authorizing the signing of a contract) may not be modified or rescinded by the Board of Directors or the House of Delegates.

5.9 Meetings Open; Executive (Closed) Sessions

Board of Directors and Executive Committee meetings shall be open to all members of Pacific Swimming and USA Swimming. Matters relating to personnel, disciplinary action, legal, taxation or similar affairs shall be deliberated and decided in a closed executive session which only Board Members or Executive Committee members, respectively, are entitled to attend. By a majority vote on a motion of a question of privilege the Board of Directors or the Executive Committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the Board of Directors or the Executive Committee.

5.10 Participation Through Communications Equipment

Members of the Board of Directors or the Executive Committee may participate in meetings of the Board of Directors or the Executive Committee through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

5.11 Regular Meetings

Regular meetings of the Board of Directors shall be held in accordance with a schedule adopted by the Board of Directors.

5.12 Special Meetings

Special meetings of the Board of Directors may be called by the General Chairman. Should the Board of Directors or the General Chairman fail to call regular meetings or should a special meeting be appropriate or helpful, a meeting of the Board of Directors shall be called at the written request of any three (3) Board Members.

5.13 Quorum

A quorum of the Board of Directors shall consist of those members present and voting.

5.14 Voting

Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before the Board of Directors shall be determined by a majority vote. A motion, order or other proposal the effect of which is to override policy or programs established by the House of Delegates shall be determined by a two-thirds vote after at least fourteen (14) days notice.

5.15 Proxy Vote

Voting by proxy in any meeting of the Board of Directors or the Executive Committee shall not be permitted.

5.16 Action by Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or the Executive Committee may be taken without a meeting if all the Board Members or Executive Committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the respective meetings. These consents shall be treated for all purposes as votes taken at a meeting.

5.17 Mail Vote

Any action which may be taken at any regular or special meeting of the Board of Directors, except elections, advice and consent to the General Chairman's appointments, or removals of officers, committee chairmen and members may be taken without a meeting. If an action is to be taken without a meeting, the Secretary, by first class mail, postage prepaid, shall distribute a written ballot to every Board Member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than the period specified in Section 5.18) within which to return the ballot to the Secretary. Action by written ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes entitled to be cast.

5.18 Notices

1. Time

Not less than twenty (20) days notice shall be given to each Board Member for any annual, regular or special meeting of the Board of Directors. Separate notices need not be given for regular meetings that are designated in these Bylaws or otherwise scheduled and noticed well in advance. (See Section 16.1.5 for the various permitted forms of notice and the consequences thereof.)

2. Information

The notice of a meeting shall contain the time, date and site and in the case of special meetings, the expected purpose, which may be general.

5.19 Order of Business

At all meetings of the Board of Directors the following shall be included in the order of business to the extent applicable. The order in which the subjects are taken up may be varied.

1. Roll Call

2. Reading, correction and adoption of minutes

3. Report of the Executive Committee

4. Reports of officers

5. Reports of committees

6. Presentation of the annual budget and adoption of recommendation to the House of Delegates

7. Presentation of the annual audit report pursuant to Section 8.5 and adoption of its recommendation to the House of Delegates

8. Advice and Consent to Appointments

9. Unfinished (old) business

10. New business

11. Approval of applications for Group Membership and Affiliated Individual Membership

12. Elections

13. Resolutions and orders

14. Adjournment

ARTICLE 6 -- OFFICERS

6.1 Elected Officers and Committee Chairman

The officers and other Board members who shall be elected by the House of Delegates are:

1. General Chairman

2. Administrative Vice-chairman

3. Senior Vice-chairman

4. Age Group Vice-chairman

5. Secretary

6. Treasurer

7. Registration Chairman

8. At-Large Board Members

6.2 Elections

The House of Delegates, at its annual meeting, shall elect the General Chairman, the Administrative Vice-chairman, the Senior Vice-chairman, the Age Group Vice-chairman, the Secretary, the Treasurer, the Registration Chairman, and the At-Large Members in odd-numbered years. The House of Delegates shall also elect the members of the Board of Review as specified in Section 10.3.3.A.

6.3 Eligibility

Only Individual Members in good standing shall be eligible to hold office and must maintain their eligibility throughout their term of office.

6.4 Double Vote Prohibited

An Individual Member entitled to vote in the House of Delegates by virtue of holding a position in Pacific Swimming may not also vote as a Group Member Representative in the House of Delegates.

6.5 Offices Combined or Split

1. Office Held by Two Persons

Any office other than General Chairman and Treasurer may be held jointly by two (2) Individual Members. This may be accomplished by the Nomination Committee nominating two (2) Individual Members to serve as co-officers or by the House of Delegates electing two (2) at the time of election. In the case of the Administrative Vice-chairman, the House of Delegates at the time of election shall designate one (1) to be the successor to the General Chairman; if no such designation is made, then the person with the longer tenure in such office or as a Board Member shall serve as the successor. Each person shall have both voice and vote in meetings of the House of Delegates and the Board of Directors and its committees.

2. Offices Combined

Any office other than General Chairman may be combined with any other office. This may be accomplished by the Nominating Committee nominating a single Individual Member to serve simultaneously as two (2) officers or by the House of Delegates so electing at the time of election. Persons serving in combined offices shall have one (1) vote per Section 6.4

6.6 Terms of Office

1. Term of Office

The term of office of all elected members of the Board of Directors shall be two (2) years.

2. Commencement of Term

Each person elected to a position shall assume office on September 1 following the election and shall serve until a successor takes office.

3. Consecutive Terms Limitation

Except for the Treasurer and Registration Chairman, no Individual Member who has been elected by the House of Delegates and served four (4) successive years shall be eligible for re-election to the same position until a lapse of two (2) years. A portion of any term served to fill a vacancy in the position shall not be considered in the computation of this successive terms limitation.

6.7 Duties and Powers

The duties and powers of the officers and other Board Members shall be to attend and participate in all meetings of the House of Delegates and the Board of Directors and as follows:

1. General Chairman

The General Chairman shall oversee and have general charge of the management, business operations, affairs and property of Pacific Swimming, and general supervision over its officers and agents; shall call meetings when and where deemed necessary; shall preside at all meetings; and, except as otherwise provided in these Bylaws and with the advice and consent of the Board of Directors, shall appoint committee chairmen and members for standing and special committees as may be necessary to permit Pacific Swimming to effectively, efficiently and economically conduct its affairs. The General Chairman shall report to the Board of Directors all matters within the General Chairman's knowledge that the Board of Directors should consider in the best interests of Pacific Swimming.

2. Administrative Vice-chairman

The Administrative Vice-chairman shall conduct meetings in the absence of the General Chairman and, at the request of the General Chairman or in the event of the disability of the General Chairman, shall perform all of the duties of the General Chairman, and when so acting shall have all of the powers of the General Chairman. (See Section 6.9.) The Administrative Vice-chairman shall chair, and have general charge of the business, affairs and property of the part of Pacific Swimming that administers Pacific Swimming business and affairs. The Administrative Vice-chairman shall be responsible for the creation and maintenance of Pacific Swimming's Policies and Procedures Manual.

3. Senior Vice-chairman

The Senior Vice-chairman shall chair and have general charge of the affairs and property of the part of Pacific Swimming that develops and conducts the senior swimming program of Pacific Swimming. The Senior Vice-chairman shall serve as liaison to the Athlete Representatives.

4. Age Group Vice-chairman

The Age Group Vice-chairman shall chair and have general charge of the affairs and property of the part of Pacific Swimming that develops and conducts the age group swimming program of Pacific Swimming.

5. Secretary

The Secretary, or a delegate, shall be responsible for keeping a record of all meetings of the House of Delegates and Board of Directors, conducting official correspondence, issuing meeting and other notices and making such reports to USA Swimming as required by Article 8 of these Bylaws and shall perform the other duties incidental to the office of Secretary. The Secretary shall be custodian of the records of Pacific Swimming, and attest the execution of all duly authorized instruments. The Secretary shall cause to be kept in the safe-keeping of the Secretary copies of all minutes, official correspondence, meeting and other notices, and any other records of Pacific Swimming. The Secretary's custody of the minute books and other records shall be as a fiduciary for Pacific Swimming and shall end when the Secretary leaves office and shall pass them on to the successor Secretary.

6. Treasurer

The Treasurer shall be the chief financial officer of Pacific Swimming as well as the principal receiving and disbursing officer. Except as otherwise directed by the Board of Directors, the Treasurer shall receive all moneys, incomes, fees, and other receipts of Pacific Swimming and pay all bills, salaries, expenses and other disbursements approved by an authorized officer, committee chairman, the Board of Directors or the House of Delegates, or required to be paid pursuant to Section 10.3.12. When authorized by the Board of Directors, income and expenses may be received and paid by an officer or committee, provided that the officer or committee promptly submits to the Treasurer an itemized report, duly attested by the officer or committee chairman and either within the approved budget of such officer or committee, or authorized by the Board of Directors or the House of Delegates. The Treasurer shall chair and have general charge of the affairs and property of the part of Pacific Swimming that administers the financial programs of Pacific Swimming, including the development and implementation of an investment program for Pacific Swimming's working capital, funded reserves and endowment funds. The Treasurer shall submit a written report as of a date within seven (7) days of the date of each meeting of the Board of Directors (a) which compares actual income and expenses with the approved budget, by line item year to date, and (b) states the amounts of assets and liabilities, along with (c) such information as the Board of Directors may direct. The Treasurer shall:

A. have charge of and supervision over and be responsible for the funds, moneys, securities and other financial instruments of Pacific Swimming;

B. cause the moneys, securities, and other financial instruments of Pacific Swimming to be deposited in the name and to the credit of Pacific Swimming in such institutions as shall be designated in accordance with Section 6.11 or to be otherwise invested as the Board of Directors may direct;

C. cause to be appropriately segregated and accounted for any endowment funds, scholarship or award funds and any similar special purpose funds or accounts;

D. cause the funds of Pacific Swimming to be disbursed by checks or drafts, automated debits or wire transfers upon the authorized depositories of Pacific Swimming, and obtain and preserve proper vouchers for all moneys disbursed;

E. cause to be kept in the safe-keeping of the Treasurer correct books of account and other financial records of all its affairs and transactions and such duplicate books of account as the Board of Directors or the Treasurer shall determine. The Treasurer's custody of the books and records shall be as a fiduciary for Pacific Swimming and custody and fiduciary state shall end when the Treasurer leaves office and passes them on to the successor Treasurer;

F. upon request and at reasonable hours cause such books or duplicates thereof to be exhibited to any member of the Board of Directors and upon application and at reasonable hours cause the monthly financial reports and the annual audited financial statement to be exhibited to any member of Pacific Swimming or USA Swimming;

G. cause Pacific Swimming to be in compliance with the requirements of Section 8.4;

H. have the power to require from the officers, committee chairmen, or agents of Pacific Swimming reports or statements giving such information as the Treasurer may determine to be appropriate or helpful with respect to any and all financial transactions of Pacific Swimming;

I. make the books and records available and otherwise fully cooperate with those conducting the annual audit of accounts of Pacific Swimming and cause the preparation and timely filing of all required federal, state and local tax returns, and other financial and tax reports with the applicable government official, and forward a copy of the annual financial statement and audit report and any federal tax return to the Secretary for submission to the Board of Directors and USA Swimming national headquarters in accordance with Sections 8.2 and 8.3;

J. have the power to appoint one (1) or more assistant treasurers and delegate to them one (1) or more of the Treasury functions, or parts thereof; and

K. in general, perform all the other duties incident to the corporate treasury function.

L. shall not be a member of the Finance and Audit Committee.

7. Athlete Representatives

The Athlete Representatives shall serve as the liaison between the athletes who are members of Pacific Swimming and the Board of Directors and House of Delegates.

8. Coach Representatives

The Coach Representatives shall serve as a liaison between the coaches who are members of Pacific Swimming and the Board of Directors and House of Delegates. The Senior Coach Representative shall chair the Coaches' Committee.

9. At-Large Board Members

In addition to their inherent powers and duties as members of the Board of Directors, the At-Large Board Members shall have such powers and duties as may be delegated to them by the Pacific Swimming Policies and Procedures Manual, the General Chairman, the Board of Directors or the House of Delegates.

10. Pacific Swimming Delegates to USA Swimming House of Delegates

A. Officer and Representative Delegates - It shall be the duty and privilege of the General Chairman, the Administrative Vice-chairman, the Senior Vice-chairman, the Age Group Vice-chairman, the Senior Athlete Representative and the Senior Coach Representative to attend the USA Swimming annual meeting as representatives of Pacific Swimming and voting delegates to the USA Swimming House of Delegates.

B. Officer Delegate Alternates - If any of the officer delegates is unable to attend, their elected alternates, if any, shall attend in their places. In the event that there are no elected alternates or the elected alternates are unable to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall appoint alternates who shall attend the USA Swimming annual meeting as delegates representing Pacific Swimming.

C. Athlete Representative Alternates - If an athlete delegate is unable to attend, the Athlete Representative next most senior in term of office shall attend. If seniority cannot be established or there remain no additional Athlete Representatives or alternates able to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall designate one (1) or more Athlete Members to attend as a representative of Pacific Swimming.

D. Coach Representative Alternates - If the Senior Coach Representative is unable to attend, the other Coach Representative shall attend, and if neither Coach Representative is able to attend, then the General Chairman, with the advice and consent of the Board of Directors, shall designate a Coach Member to attend as a representative of Pacific Swimming.

6.8 Resignations

Any officer may resign by orally advising the General Chairman or by submitting a written resignation to the Board of Directors specifying the effective date of the resignation. In the absence of a specified effective date, any such resignation shall take effect upon the appointment of a successor.

6.9 Vacancies and Incapacities

1. Office of General Chairman

In the event of a vacancy in the office of General Chairman, or of the General Chairman's temporary or permanent incapacity, the Administrative Vice-chairman shall become the Acting General Chairman until an election can be held at the next meeting of the House of Delegates to fill the remaining term, if any, of the former General Chairman, or until the General Chairman ceases to suffer from any temporary incapacity. While serving as Acting General Chairman, the Administrative Vice-chairman shall vacate the office of Administrative Vice-chairman, except in the case of the General Chairman's temporary incapacity. If the General Chairman is to be absent from the Territory, the General Chairman may, but is not obligated to, designate the Administrative Vice-chairman as Acting General Chairman for the duration of the absence.

2. Offices of Athlete or Coach Representatives

In the event of a vacancy in the office of Athlete Representative or Coach Representative, or of the permanent incapacity of a person holding the office of Athlete Representative or Coach Representative, the General Chairman may appoint, with the advice and consent of the Board of Directors, an Athlete Member or a Coach Member, as the case may be, to serve the remainder of the term of office or until the Coaches Committee, as the case may be, shall elect a successor.

3. Other Offices

In the event of a vacancy in, or permanent incapacity of the person holding, any office other than General Chairman, Athlete Representative, Coach Representative or member of the Board of Review, the General Chairman shall appoint a successor, with the advice and consent of the Board of Directors, to serve until the next regularly scheduled meeting of the House of Delegates. In the event of a temporary incapacity, the General Chairman may designate, with the advice and consent of the Board of Directors, an Individual Member to act for the incapacitated officer for the duration of the incapacity.

4. Determination of a Vacancy or Incapacity

The determination of when an office becomes vacant or an officer becomes incapacitated shall be within the discretion of the board of Directors or the House of Delegates with, in the case of a Coach Representative, the advice and consent of the Coaches Committee. The determination as to when the General Chairman is temporarily incapacitated shall be made, where the circumstances permit, by the General Chairman and otherwise shall be within the discretion of the Board of Directors, subject to any subsequent action by the House of Delegates.

6.10 Officers' Powers Generally

1. Authority to Execute Contracts, Etc.

The General Chairman, Administrative Vice-chairman, Senior Vice-chairman and Age Group Vice-chairman each may sign and execute in the name of Pacific Swimming deeds, mortgages, bonds, contracts, agreements or other instruments duly authorized by the Pacific Swimming Policies and Procedures Manual, the Board of Directors or the House of Delegates, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent, expressly requires two (2) or more signatures or is required by law to be otherwise executed. Additional signing authority may be provided by standing resolutions of the Board of Directors or the House of Delegates.

2. Additional Powers and Duties

Each officer shall have other powers and perform other duties as may be prescribed in Pacific Swimming's Policies and Procedures Manual or by the House of Delegates, the Board of Directors, the General Chairman, the delegating officer or these Bylaws.

3. Delegation

Officers of Pacific Swimming may delegate any portion of their powers or duties to another Individual Member or to a committee composed of Individual Members. In addition, the authority to sign checks, drafts, orders of withdrawal or wire transfers shall not be delegated other than by the Board of Directors. A delegation of powers or duties shall not relieve the delegating officer of the ultimate responsibility to see that these duties and obligations are properly executed or fulfilled.

4. Assistant and Deputy Officers

The House of Delegates or the Board of Directors may by resolution or Pacific Swimming's Policy and Procedures Manual may create the office of deputy to one (1) or more of the elected officers. The resolution or the Policies and Procedures Manual shall define the method of election or appointment and define the duties and powers of the respective deputies, which may include the power to act for the officer when the officer is out of the Territory or temporarily incapacitated. The elected officers may appoint one (1) or more assistant officers and define their respective duties.

6.11 Depositories and Banking Authority

1. Depositories, Etc.

All receipts, income, charges and fees of Pacific Swimming shall be deposited to its credit in the banks, trust companies, other depositories or custodians, investment companies or investment management companies as the Board of Directors may select, or as may be selected by any officer or officers or agent or agents authorized to do so by the Board of Directors. Endorsements for deposit to the credit of Pacific Swimming in any of its duly authorized depositories shall be made in the manner determined by the Board of Directors. All funds of Pacific Swimming not otherwise employed shall be maintained in the banks, trust companies, other depositories or custodians, investment companies or investment management companies designated by the Board of Directors or any officer or officers or agent or agents authorized to do so by the Board of Directors.

2. Signature Authority

All checks, drafts or other orders for the payment or transfer of money, and all notes or other evidences of indebtedness issued in the name of Pacific Swimming shall be signed by the General Chairman, the Treasurer or other officer or officers or agent or agents of Pacific Swimming, and in the manner, as shall be determined by the Board of Directors.

ARTICLE 7 -- COMMITTEES AND ZONES

7.1 Standing Committees

The standing committees of Pacific Swimming are set forth in Section 5.1 of these Bylaws.

7.2 Zones

1. Organization

Pacific Swimming may establish Zones within its territory for the purpose of supervising the swimming program therein and for communicating plans, programs, and policies, formulated by the Board of Directors or House of Delegates, to the member clubs within the Zone. Geographical boundaries and supervisory responsibilities of the Zones shall be designated by Pacific Swimming. These Zones shall be administrative subdivisions of Pacific Swimming and shall be directly responsible to the Board of Directors.

2. Bylaws

Each Zone may establish its own bylaws governing administration of the responsibilities delegated to it by Pacific Swimming. It is intended that the Zone shall have and continue to have the status of an organization which is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code and to which contributions, bequests and gifts are deductible for federal income, estate, and gift tax purposes under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) thereof, respectively. The bylaws of each Zone shall be construed and all powers and activities of the Zone shall not carry on any activities not permitted to be carried on by an organization having such status.

3. Definition of Areas

The geographic boundaries and name designation of the Zones within Pacific Swimming shall be as follows:

A. Zone 1 North - County of San Mateo and County of Santa Clara north of Highway 9 and west of Mathilda Ave./Sunnyvale-Saratoga Road/DeAnza Blvd./Saratoga-Sunnyvale Road.

B. Zone 1 South - County of Santa Clara south of Highway 9 and east of Mathilda Ave./Sunnyvale-Saratoga Road/DeAnza Blvd./Saratoga-Sunnyvale Road, and counties of San Benito, Santa Cruz and Monterey.

C. Zone 2 - Counties of Contra Costa and Alameda and all of the area of Pacific Swimming in the State of California lying east of the counties of Contra Costa, Alameda and Santa Clara, except the counties of Alpine and El Dorado and the communities of Bishop and Mammoth Lakes.

D. Zone 3 - Counties of Marin, Napa, Sonoma, Lake, Mendocino, Humboldt, Del Norte, and the Pacific Swimming portion of Solano County, and the City and county of San Francisco.

E. Zone 4 - All the area of Pacific Swimming lying in the State of Nevada, the counties of Alpine and El Dorado and the communities of Bishop and Mammoth Lakes, California.

4. Officers

A. Each Zone shall elect a Chairman, Vice-chairman, Secretary, Treasurer, and such other officers its members deem advisable, in a manner which is compatible with the USA Swimming Rules and Regulations and the Bylaws of Pacific Swimming.

B. In case the Zone Chairman cannot attend the Pacific Swimming Board of Directors meeting, he or she may substitute an alternative by written notice, addressed to the Secretary of Pacific Swimming and signed by the Zone Chairman or the Secretary of the appointing zone.

C. The Secretary shall keep minutes of each meeting of the Zone and submit a copy of the minutes to the General Chairman and Secretary of Pacific Swimming within thirty (30) days of any meeting.

D. The Treasurer shall keep records of the financial transactions of the Zone and produce statements which disclose the financial position of the Zone and the change in position from the prior report, consistent with the records and statements of Pacific Swimming and in compliance with the applicable Federal and California tax rules and regulations, and shall submit a copy of such statements to the Treasurer of Pacific Swimming within thirty (30) days of the end of each fiscal period.

7.3 Non-officer Chairmen and their Committees

1. Elected, Ex-officio and Appointed Non-officer Chairmen

A. Elected Chairman - As provided in Section 6.2, the Registration Chairman shall be elected by the House of Delegates. The eligibility and term of office shall be as provided in Section 6.3 and 6.6.

B. Ex-Officio Chairman - Pursuant to Section 7.4, certain other committee chairmen are designated ex-officio by virtue of an office currently held.

C. Appointed Chairmen - The chairmen of all other standing committees shall be appointed by the General Chairman with the advice and consent of the Board of Directors. The appointed standing committee chairman shall assume office upon appointment or the date designated by the General Chairman, and shall serve until ninety (90) days after the next election of a General Chairman or until a successor is appointed and assumes office.

2. Duties and Powers of Non-officer Chairmen

A. The Registration Chairman shall be responsible for the registration of Athlete and Seasonal Athlete Members and shall make the reports required by Section 8.6, together with such additional reports as may be required by USA Swimming or the Board of Directors.

B. The Finance and Audit Chairman shall cause the preparation of an annual budget for Pacific Swimming's operations and present the budget for approval by the Board of Directors and House of Delegates. In addition, the Finance and Audit Chairman shall cause to be conducted the audit pursuant to Section 8.5 and shall review the audit report and recommend acceptance and appropriate action, if any, with regard thereto by the Board of Directors and House of Delegates. The Finance and Audit Chairman shall be responsible for the adequacy of Pacific Swimming's system of internal financial and auditing controls.

C. The duties and powers of all other non-officer chairmen are set forth in the Pacific Swimming Policies and Procedures Manual.

7.4 Members and Ex-officio Members of Standing Committees

Except as otherwise provided in these Bylaws or by the Board of Directors, members of each standing committee shall be appointed by the General Chairman with the advice and consent of the chairman of the committee. The ex-officio members and other designated members of standing committees are set forth in the Pacific Swimming Policies and Procedures Manual. The General Chairman may appoint the specified additional members and any other members deemed appropriate or necessary for any of the foregoing standing committees, except the Coaches Committee. Committee members appointed pursuant to the preceding sentence, shall hold their appointments at the pleasure of the General Chairman or their successor.

7.5 Duties and Powers of Standing Committees

1. The duties and powers of standing committees are set forth in the Pacific Swimming Policies and Procedures Manual.

7.6 Duties and Powers of Chairmen Generally

The duties and powers of the General Chairman, committee or sub-committee chairmen (in addition to those provided elsewhere in these Bylaws) shall be as follows:

1. Preside at all meetings of the committee or sub-committee;

2. See that all duties and responsibilities of the committee or sub-committee in his charge are properly and promptly carried out;

3. Appoint such committees or sub-committees as may be necessary to fulfill the duties and responsibilities of the committee;

4. Communicate with the committee or sub-committee members to keep them fully informed;

5. Keep the General Chairman or committee chairman informed of the committee or sub-committee actions and recommendations;

6. Appoint a member as secretary of the committee or sub-committee charged with taking minutes of each meeting and forwarding reports of all meetings to the General Chairman;

7. Refer to the Board of Directors any recommendation for action which would establish or change policies or programs for Pacific Swimming, except as otherwise provided in these Bylaws or by the Board of Directors; and

8. Perform the other specific duties listed in Pacific Swimming's Policies and Procedures Manual or as may be delegated by the General Chairman, committee chairman, the Board of Directors or the House of Delegates.

7.7 Duties and Powers of Committees Generally

Except as otherwise provided in these Bylaws, the duties and powers of the standing committees shall be prescribed by Pacific Swimming's Policies and Procedures Manual, the House of Delegates, the Board of Directors or the General Chairman. Except as otherwise provided in these Bylaws, the duties and powers of any other committees and sub-committees shall be prescribed by Pacific Swimming's Policies and Procedures Manual, the House of Delegates, the Board of Directors or the officer or chairman pursuant to whose powers such committee or sub-committee was created.

7.8 Regular and Special Meetings

Regular and special meetings of committees or sub-committees of Pacific Swimming shall be held as determined by the committee or sub-committee chairman. In addition, meetings may be called where applicable by the committee chairman pursuant to whose authority a committee or sub-committee was established.

7.9 Meetings Open; Executive (Closed) Sessions

Meetings of committees and sub-committees shall be open to all members of Pacific Swimming and USA Swimming. Matters relating to personnel, disciplinary action, legal, taxation and similar affairs shall be deliberated and decided in a closed executive session which only the respective members are entitled to attend. By a majority vote on a motion of a question of privilege a committee or sub-committee may decide to go into executive session on any matter deserving of confidential treatment or of personal concern to any member of the committee or sub-committee.

7.10 Voice and Voting Rights of Committee and Sub-committee Members

The voice and voting rights of Board Members and Individual Members shall be as follows:

1. Members

Each committee and sub-committee member shall have both voice and vote in the respective meetings.

2. Non-voting Committee or Sub-committee Members

Unless entitled to vote under another provision of these Bylaws, the General Chairman shall have voice but no vote in meetings of committees and subcommittees.

3. Individual Members

Individual Members who are not members of the committee or sub-committee may attend open meetings of the committee or sub-committee and be heard in the discretion of the presiding officer. Unless entitled to vote under another provision of these Bylaws, Individual Members shall have no vote in those meetings.

7.11 Action by Written Consent

Any action required or permitted to be taken at any meeting of a committee or sub-committee may be taken without a meeting if all the committee or sub-committee members entitled to vote consent to the action in writing and the written consents are filed with the records of the meetings. These consents shall be treated for all purposes as a vote taken at a meeting.

7.12 Participation Through Communications Equipment

Members of any committee or sub-committee may participate in a meeting of the committee or sub-committee through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

7.13 Quorum

Except a otherwise provided in these Bylaws or in the resolution or other action establishing a committee or sub-committee, a quorum of any committee or sub-committee shall consist of those members present of the committee or sub-committee.

7.14 Voting

Except as otherwise provided in these Bylaws or the Parliamentary Authority, all motions, orders and other propositions coming before a committee or sub-committee shall be determined by a majority vote.

7.15 Proxy Vote

Voting by proxy in any meeting of a committee or sub-committee of Pacific Swimming shall not be permitted.

7.16 Notices

1. Time

Except as otherwise provided in these Bylaws or the resolution or other action establishing a committee or sub-committee, not less than forty-eight (48) hours notice in the case of notice given by telephone, and six (6) days notice in all other cases, shall be given for any meeting of a committee or sub-committee of Pacific Swimming. Separate notices need not be given for regular meetings that are scheduled well in advance. (See Section 16.1.5 for the various forms of notice.)

2. Information

The notice of a meeting shall contain the time, date and site.

7.17 Order of Business

At all meetings conducted under the authority of this Article, the following shall be included in the order of business to the extent applicable; the order in which subjects are taken up may be varied:

1. Roll Call

2. Reading, correction and adoption of minutes

3. Reports of committees and sub-committees

4. Unfinished (old) business

5. New business

6. Resolutions and orders

7. Adjournment

7.18 Resignations

Any committee or sub-committee chairman or member may resign by orally advising the General Chairman or by submitting a written resignation to the Board of Directors specifying an effective date of the resignation. If such date is not specified, the resignation shall take effect upon the appointment of a successor.

7.19 Vacancies

The determination of when the position of an appointed committee or sub-committee chairman, or committee member becomes vacant or the person becomes incapacitated, if not made by the person, shall be within the discretion of the Board of Directors. (See Section 6.9 for provisions applicable to elected committee chairmen.) In the event of a vacancy or permanent incapacity the General Chairman, with the advice and consent of the Board of Directors, shall appoint a successor to serve until the conclusion of the incumbent's term. A temporary incapacity may be left unfilled at the discretion of the General Chairman or an appointment may be made for the duration of the temporary incapacity.

7.20 Delegation

With the consent of the Board of Directors or the General Chairman, a committee or sub-committee chairman may delegate a portion of their powers or duties to another officer of Pacific Swimming, or to another committee or sub-committee. Notwithstanding any delegation, the ultimate responsibility for the delegated duties and obligations shall remain with the delegator.

7.21 Application to Executive and Nominating Committees and Board of Review

Sections 7.6 through 7.17 shall apply to the Executive Committee, the Nominating Committee and any other committee of the Board of Directors or the House of Delegates, unless otherwise provided in these Bylaws, in the resolution creating the committee or in the Pacific Swimming Policies and Procedures Manual. These provisions shall also apply to Board of Review meetings, but shall not apply to its hearings or deliberations.

ARTICLE 8 -- ANNUAL AUDIT, REPORTS AND REMITTANCES

8.1 Minutes

The Secretary shall, within thirty (30) days after each meeting of the Board of Directors and the House of Delegates, transmit a copy of the minutes of the meeting to the respective members and to USA Swimming national headquarters.

8.2 Financial and Federal Tax Reports

The Secretary shall forward to USA Swimming national headquarters a copy of the annual closing Balance Sheet and Statement of Income and Expense for the preceding fiscal year following completion of the audit of the accounts and internal financial controls and procedures of Pacific Swimming and the report thereon prepared in accordance with Section 8.5, within fifteen (15) days of receipt of the audit report and shall advise USA Swimming national headquarters within thirty (30) days following acceptance by the House of Delegates. Copies of any corresponding federal income tax return required to be filed by Pacific Swimming under the IRS Code shall be included with the annual audit report sent to USA Swimming national headquarters.

8.3 State and Local Reports and Filings

The Secretary shall cause to be made all reports and non-tax filings and shall requisition from the Treasurer checks with which to pay any applicable fees required by the state of incorporation and by any other state or municipality in which it operates.

8.4 Public Availability of Certain Information

Pacific Swimming shall cause to be made available at a reasonable location and time determined by Pacific Swimming to anyone requesting to see a copy of Pacific Swimming's federal income tax and information returns for each of the last three (3) years, and a copy of the materials submitted by USA Swimming to include Pacific Swimming in USA Swimming's group exemption ruling as required pursuant to IRS Code Section 6104 and any similar requirements of applicable state or local laws.

8.5 Annual Audit

An annual audit of the accounts, books and records of Pacific Swimming shall be completed no later than the end of the fourth month following the end of its fiscal year. The audit, or review, shall be conducted by the Audit Committee. The audit shall cover any federal, state or local income tax return the Pacific Swimming is required to file under the IRS Code or applicable provisions of state or local law, rules or regulations, the balance sheet, the statement of income and expenses, check register and bank statements and other records as is deemed appropriate. If the audit, or review, is conducted by the Audit Committee, the committee shall issue a report signed by all of its members and stating that the financial records and reports of Pacific Swimming have been reviewed and fairly present the financial condition of Pacific Swimming as of the date of the balance sheet and for the fiscal period of the statement of income and expenses and the report is true and correct to the best of the Committee's knowledge, information and belief.

8.6 Membership and Registration Reports

The Membership and Registration Chairmen shall forward in a timely manner all required reports to the Executive Director of USA Swimming. These reports shall be accompanied by a remittance of the appropriate membership and registration fees due to USA Swimming. The Membership and Registration Chairmen shall make periodic summary reports to the Board of Directors and the House of Delegates.

8.7 Safety Reports

1. Incident/Occurrence Reports

An occurrence report providing all of the information requested by the applicable USA Swimming form should be completed at the time of occurrence by the meet director, officer, coach, or club officer with copies to USA Swimming national headquarters, the Safety Chairman and the Administrative Vice-chairman.

2. Reports of Injuries

The Safety Chairman shall present a report concerning swimming-related injuries within the Territory at each House of Delegates and Board of Directors meeting.

A. House of Delegates Reports - The report to the House of Delegates shall be written and shall provide in summary form the pertinent information including whether the injured party is a member of Pacific Swimming and USA Swimming, the location of the occurrence an a brief description of the incident, the resulting injury and the emergency-care steps taken, together with any recommendation for action by Pacific Swimming and its members to reduce the likelihood of a re-occurrence and the status of that recommendation. The written report shall include a review of the pertinent statistical information provided by USA Swimming national headquarters. The Safety Chairman is responsible for distribution of this report to each Club Safety Coordinator. A copy of each House of Delegates report shall also be sent to the USA Swimming national headquarters.

B. Board of Directors Reports - The regular report to the Board of Directors may be a summary addressing primarily any recommendation for action by Pacific Swimming and its members.

3. Safety Education

The Safety Chairman shall be responsible for disseminating safety information flowing from USA Swimming headquarters and, with the assistance of the committee members, exploring safety education opportunities and developing a safety education program tailored to pacific Swimming and its members and Territory.

8.8 Mailing Address

Pacific Swimming shall notify in writing USA Swimming national headquarters of any change in its regular mailing address within fourteen (14) days of the change.

8.9 Reports Generally

Pacific Swimming shall make all reports and remittances to USA Swimming as specified in the USA Swimming Code or by the National Board of Directors and National House of Delegates, in such a manner and on such written forms as may be requested by USA Swimming national headquarters. The General Chairman, the Membership Chairman, the Registration Chairman, the Secretary, and the Treasurer shall be collectively responsible for seeing that all required reports and remittances are made.

ARTICLE 9 -- MEMBERS' BILL OF RIGHTS

9.1 Individual Members' Bill of Rights

Pacific Swimming, in furtherance of Article 301 of the USA Swimming Code, shall respect and protect the right of every Individual Member who is eligible under Pacific Swimming, USA Swimming and FINA rules and regulations to participate in any competition as a an athlete, coach, trainer, manager, meet director or other official, so long as the competition is conducted in compliance with Pacific Swimming, USA Swimming and FINA requirements. Before any Individual Member is denied the right to participate in a competition, the individual shall have the right to request and have a hearing before, and a determination of, the Board of Review or the National Board of Review. If the Individual Member is permitted to participate subject to a protest, a hearing and determination may take place after the competition is concluded.

9.2 Club Members' Bill of Rights

Pacific Swimming shall respect and protect the right of every Club Member which is eligible under Pacific Swimming, USA Swimming and FINA rules and regulations to participate in any competition through its athletes, coaches, trainers, managers, meet directors and other officials, so long as the competition is conducted in compliance with Pacific Swimming, USA Swimming and FINA requirements. Before any Club Member is denied the right to participate in a competition, the Club Member shall have the right to request and have a hearing before, and a determination of, the Board of Review or the National Board of Review. It the Club Member is permitted to participate subject to a protest, a hearing and determination may take place after the competition is concluded.

ARTICLE 10 -- BOARD OF REVIEW, HEARINGS AND RIGHT OF APPEAL

10.1 Introduction

USA Swimming was organized as the National Governing Body for the sport of swimming under the Amateur Sports Act of 1978, a federal law. That law requires USA Swimming to establish and maintain provisions for the swift and equitable resolution of all disputes involving any of its members. This Article, together with Section 2.2 and Article 9, and the USA Swimming Code of Ethics are intended to provide a clear statement of member responsibilities, liabilities for infractions thereof and a mechanism for resolving in an orderly and fair way all manner and kinds of disputes that may arise among its members in connection with the sport of swimming. Accordingly, Pacific Swimming has established the Board of Review to hear complaints, protests and appeals regarding the administration and conduct (including acts and failures to act) of the sport of swimming in the Territory, conduct that may violate the USA Swimming Code of Ethics or otherwise violate the policies, procedures, rules and regulations adopted by USA Swimming or Pacific Swimming, or conduct that may bring USA Swimming, Pacific Swimming or the sport of swimming into disrepute. This Article is intended to provide a uniform method of appeal from any decision, act or failure to act to which a member of Pacific Swimming or, where the conduct occurred in the Territory, another LSC takes exception, and to provide an opportunity for a fair hearing before a group of independent and impartial people. This Article shall be construed accordingly.

10.2 Definitions for Article 10

When used in this Article 10, the following terms shall have the meanings indicated in this Section and the definitions of such terms are equally applicable to both the singular and plural forms. Where a cross reference to another Section of the Bylaws appears within the definition, the definition is qualified by the more complex definition found in that Section:

1. "Answer" shall mean the written response to a Protest and Notice filed in accordance with Section 10.6.1.C and served in the manner prescribed in Section 10.10.

2. "Chairman" when standing by itself shall mean the Chairman of the Board of Review.

3. "Notice" shall mean the writing addressed to the Respondent advising that the Respondent has been named a respondent in a Protest and served in accordance with Section 10.10. The Notice sets the hearing date and procedures and establishes the schedule to be followed leading to the hearing, among other things. See Section 10.6.1.B and 10.6.2.B.

4. "Presiding officer" shall mean the Chairman or another member of the Board of Review designated by the Chairman to preside at a particular hearing or hearings. Where applicable the term shall include an attorney so designated pursuant to Section 10.3.12.B.

5. "Protest" shall mean a written complaint filed in accordance with Section 10.6.1.A by a Group Member or an applicant for such status, or an Individual Member or applicant for such status or, with regard to conduct occurring in the Territory, a member of another LSC, against a member of Pacific Swimming or a constituent element, officer or agent of Pacific Swimming. The protest may relate to an applicant's having been denied membership in Pacific Swimming or a member's alleged infraction against its responsibilities under Section 2.2 or about a decision or action by someone acting under the authority of Pacific Swimming or USA Swimming or, with regard to conduct in the Territory, another LSC.

6. "Protester" shall mean the Individual Member or Group Member that has filed a Protest with the Board of Review.

7. "Rebuttal" shall mean the written response to an Answer by a Protester filed in accordance with Section 10.6.1.D and served in the manner prescribed in Section 10.10.

8. "Respondent" shall mean the person against whom a Protest has been filed with the Board of Review or who may be affected by a decision of the Board of Review regarding the Protest.

9. "Vice-chairman" when used by itself shall mean the Vice-chairman of the Board of Review.

10.3 Board of Review Organization

1. Establishment

The Board of Review of Pacific Swimming shall be independent and impartial.

2. Members

The Board of Review shall have at least seven (7) members, which shall include at least two (2) athlete members. The House of Delegates may increase the number of members by resolution but subsequent to the adoption of these Bylaws may only decrease the number of members upon the expiration of the term of office of any incumbent members.

3. Election; Term of Office; Eligibility

A. Election - The House of Delegates shall annually elect members of the Board of Review. Three (3) members shall be elected in even-numbered years and four (4) members in odd-numbered years.

B. Term of Office - The term of office shall be two (2) years. Each member shall assume office on the September 1 following the election and shall serve until a successor takes office.

C. Eligibility - Each member of the Board of Review shall be an Individual Member of Pacific Swimming and USA Swimming. In no case shall elected members of the Board of Directors constitute a majority of the Board of Review.

4. Chairman Elected by Board, Other Officers

The Chairman shall be elected annually by a majority vote of the members of the Board of Review. The Chairman shall annually appoint a Vice-chairman and a Secretary of the Board of Review.

5. Meetings

The Board of Review shall meet for administrative purposes at least once annually to elect the Chairman, to adopt rules and procedures and to conduct other business as may be helpful or necessary to achieve the purposes of the Board of Review and efficiently exercise its duties and powers. Other meetings may be called by the Chairman or any three (3) members. When meeting for administrative purposes, those provisions of Article 7 that are specified in Section 7.21 shall apply to the Board of Review.

6. Participation Through Communications Equipment

Members of the Board of Review may participate in a meeting or hearing of the Board of Review, and any hearing may be conducted, in whole or in part, through conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by these means shall constitute presence in person at such a meeting or hearing.

7. Quorum

A quorum for any administrative meeting of the Board of Review shall be fifty percent (50%) of its members. (The rule prescribed in Section 10.5.1.C governs the quorum for hearings and rehearings conducted by the Board of Review.)

8. Resignations

Any member of the Board of Review may resign by orally advising the Chairman or by submitting a written resignation to the Chairman, the General Chairman or the Board of Directors specifying an effective date of resignation. In the absence of a specified effective date, any such resignation shall take effect upon the appointment or election of a successor.

9. Incapacities and Vacancies

A. Office of Chairman - In the event of a vacancy in the office of the Chairman, or of the Chairman's temporary or permanent incapacity, the Vice-chairman shall become the Acting Chairman until an election can be held at a meeting of the Board of Review to fill the remaining term, if any, of the former Chairman, or until the Chairman ceases to suffer from any temporary incapacity. If the Chairman is going to be absent from the Territory, the Chairman may, but is not obligated to, designate the Vice-chairman as Acting Chairman for the duration of the absence.

B. Presiding Officer - In the event of the death, resignation or permanent incapacity of a Presiding Officer, the Chairman shall appoint another member or an attorney to serve until the completion of the hearings assigned to that Presiding Officer. Generally that event and appointment should have no impact on those pending hearings or rehearings other than delay for the benefit of the new Presiding Officer. The Chairman or new Presiding Officer may make such other orders as are in the interests of fairness, justice and the sport of swimming. In the case of a temporary incapacity of a Presiding Officer, the Chairman shall have discretion regarding appointment of a new Presiding Officer, a delay of the hearing or rehearing or such other order as may serve the interests of fairness, justice and the sport of swimming.

C. Other Members - In the event of a death, resignation or permanent incapacity of a member of the Board of Review, the General Chairman shall appoint an Individual Member, with the advice and consent of the Board of Directors, to serve as a Board of Review member until the next regularly scheduled meeting of the House of Delegates. In the event of a temporary incapacity, the Chairman shall designate another member to act for the incapacitated member for the duration of the incapacity.

D. Determination of Vacancy or Incapacity - The determination of when a membership on the Board of Review becomes vacant or a member becomes incapacitated shall be within the discretion of the Board of Review, subject to any subsequent action by the House of Delegates. The determination as to when the Chairman is temporarily incapacitated shall be made, where the circumstances permit, by the Chairman and otherwise shall be within the discretion of the Board of Review, subject to any subsequent action by the House of Delegates.

10. Substitution for Members

In the event that a member of the Board of Review or a Presiding Officer is unable or unwilling to promptly act for any reason, recuses herself or himself or is disqualified in any particular circumstance, the Chairman (or, if the person so unable or unwilling to act or recused or disqualified is the Chairman, the Vice-chairman, or failing that, the General Chairman) shall appoint another member or disinterested Individual Member to act in the member's place and stead in respect of that circumstance.

11. Extensions of Time

The time by which any act is required to be taken pursuant to this Article 10 may be extended or foreshortened by the Chairman, or the Presiding Officer for a particular hearing, for good cause. (A single exception to this rule is provided in Section 10.6.4.) A party's request for an extension of time prior to the time established without regard to the requested extension will be accorded greater deference than a request made later. The time, date and location of any hearing may be changed by the Chairman or the Presiding Officer for a particular hearing on his or her own initiative, as required by the interests of the Board of Review or in the interests of justice.

12. Advice; Attorney as Presiding Officer

A. Legal and Other Advice - Where appropriate or helpful, the Chairman or Presiding Officer may consult the USA Swimming General Counsel, any member of the USA Swimming Counselors Committee, the Chairman of the USA Swimming Legislation, Rules or Officials Committees or of the Bylaws Sub-committee or an attorney (who need not be a member of Pacific Swimming, USA Swimming or the Board of Review) retained by the Board of Review or the Chairman regarding any issue raised by a proceeding.

B. Attorney as Presiding Officer - The Board of Review or the Chairman may retain an attorney (who need not be a member of Pacific Swimming, USA Swimming or the Board of Review) to act as Presiding Officer at any hearing where it is appropriate or helpful. A Presiding Officer who is not a Board of Review member may participate in the deliberations of the Board of Review or the designated panel but shall not be counted in determining the existence of a quorum and shall not have a vote.

C. Attorney's Fees and Expenses - Prior to retaining an attorney on any basis requiring the payment of fees to the attorney (the payment of expenses to an attorney providing services at no charge (pro bono publico) shall not be considered as a payment of fees for this purpose), the Chairman or the Presiding Officer shall consult with the General Chairman and the USA Swimming General Counsel. The Treasurer is authorized and directed to pay any fee and expenses charged by the attorney and approved by the Chairman.

13. Code of Conduct for Members of Board of Review; Recusal

A. Code of Conduct - Members of the Board of Review shall:

(1) uphold the integrity and independence of the Board of Review;

(2) avoid any impropriety or even the appearance of impropriety in connection with service as a Board of Review member and swimming-related activities generally; and

(3) perform the duties of Board of Review membership impartially and diligently.

B. Grounds for Recusal - Members of the Board of Review shall recuse themselves from participation in any matter pending before the Board of Review:

(1) in which their impartiality might reasonably be questioned;

(2) where they have a personal bias or prejudice concerning a party in the matter pending before the Board of Review or have personal knowledge of disputed evidentiary facts concerning the pending matter (other than knowledge obtained as a Board of Review member);

(3) where they or a member of their household are a party or are likely to be a material witness in the pending matter;

(4) where they or a member of their household have an interest that could be substantially affected by the outcome of the proceeding; or

(5) where they or a member of their household have served or are serving as counsel in the pending matter or are members of a law firm that served or is serving as counsel in the pending matter.

C. Recusal by Member - Board of Review members shall recuse themselves as soon as they become aware of facts that give rise to the duty to do so by giving notice to the Chairman, or in the case of the Chairman, the Vice-chairman.

D. Recusal/Disqualification Requested by a Party - By written notice to the Presiding Officer or the Chairman, or, in the case in which the Chairman is the subject of the notice, the Vice-chairman, any party may request that the members recuse themselves or be disqualified from serving on the pending matter stating the reasons for recusal or disqualification. Such notice shall be given at least ten (10) Business Days prior to the scheduled date of the hearing on such matter or later if the party sustains the burden of proving good cause for the lateness of the notice. The named member shall reach a decision on the matter and notify the Chairman or the Vice-chairman of that decision within five (5) Business Days of receipt of the party's notice. If the member's decision is not in favor of recusal, then the Chairman or the Vice-chairman may, but is not required to, disqualify the member from participation in the pending matter. If there is no disqualification, the hearing shall be conducted and the party giving the notice may appeal the disqualification decision, together with the hearing decision, pursuant to Section 10.5.2.

E. Substitution for Recused or Disqualified Member - In the event of a recusal or a disqualification, a substitute shall be appointed as provided in Section 10.3.10.

10.4 General Jurisdiction

1. Administrative Powers

The Board of Review shall have the powers and the duty to:

A. administer and conduct the affairs and achieve the purposes of the Board of Review;

B. establish policies, procedures, and guidelines;

C. elect the Chairman in accordance with Section 10.3.4;

D. elect or provide for the appointment of other officers, agents, or committees to hold office for terms, and to have the powers and duties specified;

E. call regular or special meetings of the Board of Review;

F. retain attorneys, agents and independent contractors and employ those persons which the Board of Review may determine are appropriate, necessary or helpful in the administration and conduct of its affairs; and

G. as may otherwise be appropriate, necessary or helpful in the administration and conduct of its affairs, the achievement of its purposes and the efficient exercise of its duties and powers.

2. Rule Making Powers

The Board of Review shall have the power and the duty to promulgate rules and procedures with respect to any matter within its jurisdiction or appropriate, necessary or helpful in the administration and conduct of its affairs. The rules and procedures adopted by the Board of Review shall have the same force and effect as if they had been adopted as part of these Bylaws.

3. Investigative and Judicial Powers

The Board of Review may investigate and conduct hearings, make and publish decisions and orders with regard to any matter affecting Pacific Swimming, its status or conduct as a Local Swimming Committee or the administration of the sport of swimming in the Territory which involves:

A. Pacific Swimming and (1) a member or members of Pacific Swimming or (2) a member or members of another LSC solely with respect to conduct or events occurring within the Territory or a combination of persons described in clauses (1) or (2); or

B. only a member or members of Pacific Swimming; or

C. with respect to conduct or events occurring outside the Territory, (1) Pacific Swimming and a member or members of Pacific Swimming or (2) only a member or members of Pacific Swimming.

The jurisdiction of the Board of Review is limited in the case of matters described in Sections 401.3.1 and 401.3.3 of the USA Swimming Code (with regard to the original and exclusive jurisdiction of the National Board of Review) and may be further limited to the extent provided in an order issued pursuant to Section 401.3.2 of the USA Swimming Code (pertaining to certain discretionary jurisdiction of the National Board of Review).

4. Exercise of Powers and Decisions

Except for authority and power granted to the Chairman or the Presiding Officer, the exercise of the authority and powers of the Board of Review and the decision of matters which are the subject of a hearing shall be decided by a majority vote of the panel, the rehearing panel or the membership of the Board of Review. The views of any dissenters shall be included in the record of the proceeding if requested by the dissenters. The exercise of the Board of Review's authority and power shall be solely in its discretion and the interests of justice and the sport of swimming. However, the Board of Review shall exercise its power in response to a timely Protest filed with it, subject, in appropriate circumstances, to the power and discretion of the Chairman or Presiding Officer to dismiss a Protest with permission to refile for a stated period. In connection with any preliminary investigation, the Chairman or Presiding Officer may offer the services of a Board of Review member to act as a mediator or similar positions under other alternative dispute resolution mechanisms.

5. Timeliness of Protest

The Board of Review need not exercise its jurisdiction with respect to a Protest the subject matter of which occurred, or concerns or is founded on events which occurred, more than ninety (90) days prior to the date the Protest is received (as determined under Section 10.10), or in the case of subject matter that relates to a conviction, or actions which could be the basis of a conviction, for a crime (including felony, misdemeanor and lesser crimes) involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors or similar offenses, more than five (5) years prior to that date. A determination not to exercise its jurisdiction as a result of the untimeliness of a Protest may be the subject of a request for rehearing and, thereafter, appeal to the National Board of Review pursuant to Section 10.9.

6. Filing Fees

The Board of Directors or the House of Delegates may impose a schedule of generally applicable fees to be collected at the time a Protest, Request for a Rehearing or Request for Formal Hearing following an Emergency Hearing is filed with the Board of Review. If, on its own initiative or upon written request, the Board of Review determines it to be in the interest of justice and the sport of swimming, the filing fee may be waived on a case-by-case basis.

7. Power of Board to Devise Remedies and Impose Penalties

A. Remedies and Penalties - The Board of Review, after conducting such hearings as it may determine to be necessary or helpful, may, among other remedies:

(1) dismiss the Protest with or without permission to refile;

(2) censure or fine;

(3) establish a period of probation;

(4) prohibit or mandate future actions, inaction or conduct;

(5) determine the results of, or require a rerun of, any election held by Pacific Swimming or any constituent element thereof;

(6) vacate, modify, sustain, reverse, remand or stay any decision or order of a smaller panel of the Board of Review, the House of Delegates, the Board of Directors, any officer, committee, or official of Pacific Swimming;

(7) interpret any provision of the FINA rules and regulations to the extent not pre-empted by FINA, the USA Swimming Code (except for Part One), the USA Swimming Code of Ethics, these Bylaws, other policies, rules, regulations and procedures of USA Swimming or Pacific Swimming, the Amateur Sports Act of 1978, a federal law, and other applicable laws, rules and regulations and adjudicate alleged inconsistencies and claims of supremacy and invalidity;

(8) deny, grant, suspend or restore the eligibility or right to compete of an Athlete Member of Pacific Swimming and USA Swimming;

(9) deny, grant, suspend or restore membership in Pacific Swimming and USA Swimming for a definite or indefinite period of time, with or without terms of probation, or expel any Group Member or Individual Member of Pacific Swimming and USA Swimming, including any administrator, athlete, coach, trainer, manager, meet director, official, officer, Board of Directors Member, House of Delegates representative of a Group Member, chairman or member of any committee or sub-committee;

(10) prohibit for a definite or indefinite period of time the participation by a non-member volunteer or other person in any capacity whatsoever in the affairs of USA Swimming, Pacific Swimming, its Group Members or other LSCs and their Group Members;

(11) assess costs, including any filing fee and attorneys fees and expenses, to the prevailing party or refund any filing fee paid by the prevailing party; and

(12) any combination of any of the foregoing or any other remedies deemed appropriate in the circumstances.

B. Preliminary Hearing and Temporary Orders - In appropriate cases, the Board of Review, after an initial investigation and/or preliminary hearing, may make in its discretion temporary orders for the good of the sport of swimming. The temporary order may encompass any remedy or order permissible in a final decision and may include, by way of example, suspending membership, granting the right to participate or coach in a competition, permitting an athlete to compete subject to protest or offering or ordering the parties to attempt to resolve their differences pursuant to mediation or other alternative dispute resolution mechanisms prior to any hearing before the Board of Review. These orders may be made effective pending full hearings by the Board of Review or the conclusion of administrative or judicial proceedings of other bodies addressing the same or similar issues or on other terms as determined by the Board of Review. Instances in which such temporary orders might be made include cases in which a member has been indicted or otherwise formally charged with or accused of committing a crime (including felony, misdemeanor and lesser crimes) involving sexual misconduct, child abuse, a violation of a law specifically designed to protect minors or similar offenses. Temporary orders may not be separately appealed prior to the decision being issued in the proceedings unless the Chairman or the Chairman of the National Board of Review in their discretion grant permission to an aggrieved party to appeal the temporary orders prior to the final Board of Review decision in the matter.

C. Grounds (Reasons) for Imposition - The Board of Review may fashion remedies and orders with respect to any Group or Individual Member or non-member volunteer of Pacific Swimming or of a Group Member (1) who has violated any of the regulations, rules, policies or procedures of Pacific Swimming, USA Swimming or FINA, including any of the responsibilities of membership set forth in Section 2.2, (2) who aids, abets, instigates or encourages another to violate any of such regulations, rules or policies, (3) who is responsible for any such violation by another under Section 2.2.2, (4) who has been convicted of a crime (including felony, misdemeanor and lesser crimes) involving sexual misconduct, child abuse, violation of a law specifically designed to protect minors or similar offenses, or who is found by the Board of Review to have committed actions which would be the basis for a conviction, or (5) who has acted in a manner which has brought, or may bring, into disrepute Pacific Swimming, USA Swimming or the sport of swimming.

D. Power to Impose Conditional Remedies and Penalties, Etc. - The Board of Review may stay its decision in whole or in part, subject to specified conditions, with the decision taking effect automatically if such conditions occur.

10.5 Hearings and Rehearings Generally

1. Hearings

A. Hearings Conducted by a Chairman or Presiding Officer - Hearings of the Board of Review shall be conducted by the Chairman or a Presiding Officer designated by the Chairman.

B. Hearing by Panel - The Board of Review may, in the discretion of the Chairman, conduct hearings either before the full Board of Review or before panels of its members, provided that in any event each panel shall consist of at least three (3) members. A panel shall have all of the powers of the Board of Review solely with respect to matter(s) assigned to it by the Chairman.

C. Quorum by Panel - At least three (3) members of a designated panel (or of the full Board of Review) must be present at any initial hearing before the panel and at least the lesser of the full regular membership or seven (7) members must be present at any rehearing.

D. Permissible Hearing Formats - A hearing before the Board of Review may be conducted through the receipt of the procedural documents and other written statements or a hearing at which the parties may appear in person or by means of communications equipment described in Section 10.3.6 and testimony may be taken and other forms of pertinent information presented in addition to oral argument by the parties or their counsel, as determined by the Chairman or Presiding Officer. In the discretion of the Chairman or the Presiding Officer, the hearing may be conducted in part through written means and in part by testimony and oral argument.

E. Right to Counsel - The Protestor, the Respondent and any other person participating in a hearing conducted by the Board of Review shall be entitled to be represented by counsel of their choice at their own expense.

F. Rules of Evidence - Judicial rules regarding admissibility of evidence shall not apply to the Board of Review. Thus, hearsay, letters, affidavits, news media articles and reports, etc., as well as direct testimony taken from witnesses present at a hearing, are all admissible to the extent the Presiding Officer is satisfied as to the relevance and non-repetitive nature of the evidence. Similarly, claims of privilege (other than attorney-client and privileges that under applicable Federal and state laws the Board of Review is required to recognize) shall not be entertained by the Board of Review, except in extraordinary circumstances. Proper weight shall be given to each type of evidence considering the source and other common sense factors.

2. Rehearings

A. Circumstances Permitting; Rehearing Body - At the request of the Protestor, the Respondent or any other interested party, any matter which was decided by a panel of less than seven (7) members may be reheard by the full Board of Review (or, if the Board of Review is larger th