By-Laws of the World Swimming Association
(a Florida not-for-profit Corporation)
Offices and Purposes
Section 1. Registered Office. The registered office of the World Swimming Association, a Florida not-for-profit corporation (the “Corporation”), will be located in the State of Florida.
Section 2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or as the business of the Corporation may require.
Section 3. Purposes.
(A) The activities of the Corporation will be limited to those permitted under Section 501(c)(3) of the Internal Revenue Code.
(B) The purposes and objectives of the Corporation are:
- In all respects, to “put swimmers first;”
- To promote and encourage fair and drug free sport;
- To promote and advocate for swimming and open water swimming as skills, activities that contribute to individuals’ health and fitness, and lifetime sports;
- To promote swimming education in every country;
- To encourage participation in swimming and open water swimming at all levels, throughout the world, without regard to age, gender, race, religion, or orientation;
- To facilitate swimming clinics, competitions and other properties that enhance the public perception of the sport of swimming and benefit the economic well-being of professional swimmers within the sport of swimming, such as exhibitions, goodwill visits, and speaking engagements;
- To operate coaches’ clinics, certify instructors, and encourage and facilitate the installation of “entry-level pools” that are suitable for swimming lessons and local swimming team use, and that can be maintained and repaired using widely-available parts;
- To promote the development of new facilities worldwide;
- To host swimming competitions on an individual, city, national, or international basis.
(C) The Corporation may fulfill its purposes directly or through one or more subsidiaries, branches, or other supporting organizations, provided that control is retained by the Board of Directors.
Section 4. Affiliations. The Corporation shall be affiliated with the World Swimming Coaches Association (the “WSCA”), the Professional Swimmers Association (the “PSA”), and the World Open Water Swimming Association (the “WOWSA”), and it shall be affiliated with any other national, state or local group as the Board of Directors may determine.
Section 1. Eligibility. Membership in WSA shall be available to any interested individual or organization. Acceptance for membership will be in accordance with WSA’s policies.
Section 2. Classes. WSA shall have one class of members. Members shall not have voting rights, except for the right to approve or ratify amendments to the Constitution, in accordance with Article X of the Constitution. WSA may establish membership categories (such as “swimmer,” “coach,” “official,” and “fan.” The purpose of categories is to permit WSA to maintain basic demographic information about its membership and to facilitate WSA’s enforcement of its Code of Conduct.
Section 3. Dues. The Board of Directors may, by resolution, establish dues for each class of membership.
Section 4. Sanctions. A Member may be sanctioned for violations of WSA’s Code of Conduct, including for violations of any third-party Code of Conduct that applies to that member’s category.
Section 5. Meetings. A General Congress shall be held every four years, in the year following the Summer Olympic Games. The Congress shall be the appropriate forum to develop strategic plans for the upcoming four-year period and for a member vote on amendments to the Constitution. WSA shall provide members at least 90 days’ notice of the General Congress. If an amendment to the Constitution will be voted on at a General Congress, one-tenth of the members of WSA shall constitute a quorum.
Election and Term of Directors
Section 1. Initial Board of Directors. The WSCA will oversee the creation of the initial Board of Directors, which shall comprise seven individuals. The initial Board of Directors shall serve beginning September 2, 2017, until such time as a replacement Board of Directors selected under the procedures described below takes office; provided, however, that because the PSA will not have had the opportunity to identify its appointees by September 2, 2017, the WSCA will appoint three athletes to serve in the positions reserved for PSA appointees, until such time the PSA has identified its appointees.
Section 2. Appointment. The Board of Directors shall comprise seven individuals. Two members of the Board of Directors shall be appointed by the WSCA, from among the Top 15 swimming nations (based upon finishes at the Olympic Games or WSA Championships, whichever occurred more recently). One member of the Board of Directors shall be appointed by the WSCA from below the Top 15 swimming nations. Two members of the Board of Directors shall be appointed by the PSA, from among the Top 16 world-ranked swimmers. One member of the Board of Directors shall be appointed by the PSA from athletes below the Top 16 world-ranked swimmers. One member of the Board of Directors shall be appointed by the WOWSA. In all cases, the organization responsible for appointing a Director shall follow its own internal policies for determining who is appointed as a Director of this Corporation. If an appointing organization determines that it will give WSA members who also are members of that organization input into the appointment, such input will be given at the level of that other organization, not at the WSA level.
Section 3. Term. Each Director shall be installed in office immediately after appointment thereto, and shall hold office commencing upon appointment to the Board of Directors (or commencing upon such later date as may be determined by the Board of Directors at the time of election), and shall continue to hold office for the term to which such Director is elected and until such Director’s successor has been appointed or until such Director’s earlier resignation, removal from office or death. Ordinarily, Directors shall serve four-year terms, provided, however, that Corporation shall establish staggered terms for its Directors in accordance with the following procedure. Each of WSCA and PSA shall identify one of its initial appointees to serve a one year term, one of its initial appointees to serve a two year term, and one of its initial appointees to serve a three year term. WSCA and PSA shall follow their own internal policies for determining which appointee shall serve for each initial term. WOWSA’s initial appointee shall serve a four year term. Following the expiration of these initial terms, the term of office for all Directors will be four years.
Section 4. Eligibility for Election. Directors must be natural persons who are at least 21 years of age but need not be residents of Florida.
Section 1. Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The Corporation, through its Board of Directors, may hold or dispose of such property, real or personal, as may be given, devised, or bequeathed to it or entrusted to its care and keeping, and may purchase, acquire, and dispose of such property as may be necessary to carry out the purposes of the Corporation. The Board of Directors shall have the control and management of the property of the Corporation with power to borrow money for corporate purposes.
Section 2. Compensation and Employment. Unless specifically authorized by a resolution of the Board of Directors, the Directors shall serve in such capacity without compensation. The foregoing provision shall not preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 3. Duties of Directors. A Director shall perform such Director’s duties as a Director, including such Director’s duties as a member of any committee upon which such Director may serve, in good faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
(A) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented,
(B) counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within their professional or expert competence, or
(C) a committee upon which the Director does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.
A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his or her duties in compliance with this section shall have no liability by reason of being or having been a Director of the corporation. Any newly elected Director who has not previously served on the Board shall participate in a Board orientation program.
Section 4. Director Conflicts of Interest. The Board shall adopt a Conflicts of Interest Policy governing contracts and transactions with the Corporation. No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of the Directors are directors or officers or are financially interested, shall be either void or voidable because of such relationships or interest, or because they are present at the meeting of the Board of Directors or a committee which authorizes, approves, or ratifies such contract or transaction, or because their votes are counted for such purpose, provided that such contract or transaction has been authorized, approved, or ratified in accordance with such Conflict of Interest Policy.
Section 5. Removal of Directors.
(A) A Director may be removed by the organization that appointed such Director. An organization seeking to remove a Director shall follow its own internal policies for determining removal of a Director of this Corporation.
(B) If a Director fails to attend three (3) consecutive Board meetings without a valid excuse, such Director may be removed by a majority of the other Directors of the Corporation.
(C) The notice of a meeting of the members of the Board of Directors to remove a member or members of the Board of Directors shall state the specific Director(s) proposed to be removed and reasons therefor.
(D) A proposed removal of a Director at a meeting shall require separate discussion and a separate vote for each Director proposed to be removed. Where removal is proposed by written agreement, a separate discussion and separate agreement is required for each Director to be removed.
Section 6. Resignation of Directors. A Director may resign at any time by delivering written notice to the President and Secretary of the Corporation. The resignation shall be effective upon receipt, unless the notice specified a later effective date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the Board of Directors provides that the successor Director does not take office until the future effective date.
Section 8. Quorum and Voting. Four of the Directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the Directors present at a meeting when a quorum is present shall be an act of the Board of Directors, unless otherwise stated in the Articles of Incorporation or these By-Laws.
Section 9. Deemed Assent. A Director who is present at a meeting of the Board of Directors or a committee when corporate action is taken is deemed to have assented to the action taken unless (i) the Director objects at the beginning of the meeting (or promptly upon his arrival) to the holding of the meeting or transacting specified business at the meeting, or (ii) the Director votes against or abstains from the action taken.
Section 10. Meetings.
(A) Regular and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at any other place, within or without the State of Florida, designated by the person or persons entitled to give notice of or otherwise call the meeting. Members shall be allowed to attend meetings of the Board of Directors but shall have no right to speak or vote. Members shall not be allowed to attend executive sessions of the Board of Directors that are held for the purpose of discussing confidential or legally privileged information.
(B) Regular meetings of the Board of Directors shall be held annually.
(C) Special meetings of the Board of Directors may be called by the President or by a majority of the Directors.
(D) A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of an adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the Directors who were present.
(E) Members of the Board of Directors may participate in a meeting of the Board by means of a telephone conference or similar communications equipment through which all persons participating may simultaneously hear each other during the meeting; participation by these means constitutes presence in person at the meeting.
Section 11. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting, so long as the date, time and place of such meetings are fixed generally by the Board of Directors. Any changes to the fixed meeting time and place require five (5) days written or oral notice to the members of the Board. Notice of each special meeting shall be given by the Secretary to each Director and to the membership (by publication on the Corporation’s website) not less than five (5) days before the meeting, unless each Director has waived notice thereof before, at or after the meeting. Notices of a special meeting need not describe either the business to be transacted at or the purpose of the special meeting.
Section 12. Waiver of Notice. Notice of a meeting of the Board of Directors need not be given to a Director who signs a waiver of notice either before or after the meeting. Attendance of a Director at a meeting shall constitute a waiver of notice of that meeting and a waiver of any and all objections to the place of the meeting, and the time of the meeting and the manner in which it has been called or convened, except when a Director states at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. The waiver of notice need not describe either the business to be transacted at or the purpose of the special meeting.
Section 13. Director Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (or a committee) may be taken without a meeting if the action is taken by the written consent of the number of Directors that would be required to consent to the action at a meeting at which all Directors are present and voting. Provided, however, that the consent of a Director whose removal is the subject of the action shall not be required. Any such written action must be evidenced by one or more written consents describing the action to be taken and signed by the consenting Director, which consent(s) shall be filed with the records of the Corporation. The action taken shall be deemed effective when the last Director signs the consent, unless the consent specifies otherwise. For purposes of this section, “written” shall include an electronic transmission, such as an e-mail or facsimile, and a “signature” shall include an electronic signature or a facsimile of a signature.
Section 1. Officers.
(A) The officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, and Immediate Past President (who shall not be entitled to vote) (collectively, the “Executive Committee”). At least one member of the Executive Committee shall be a member of WSA and at least one member of the Executive Committee shall be a member of PSA.
(B) Each officer (other than the Immediate Past President) shall be elected from time to time by the Board of Directors, and shall serve for a term of four years and until a successor is duly elected and qualifies. Officers may be re-elected for a second term.
(C) Upon the completion of the President’s term of office, if the President is not then reelected, the President shall succeed to the office of Immediate Past President (non-voting). Notwithstanding the foregoing, if the President resigns from or is removed from office prior to the expiration of the President’s term of office, the President shall not succeed to the office of Immediate Past President.
(D) If a vacancy occurs in the office of President, Vice President, Secretary or Treasurer, the Board of Directors shall fill such vacancy at its next regular meeting or at a special meeting called for such purpose. Any successor shall serve for the unexpired term of such office or until a successor is duly elected and qualifies.
(E) If a vacancy occurs in the office of Immediate Past President, the Board of Directors shall elect a Director to serve as a non-voting member of the Executive Committee (the “Member at Large”) until the office of Immediate Past President is filled pursuant to paragraph (C) of this Section, or until the earlier removal or resignation of the Member at Large from such position, or until the earlier failure of the Member at Large to serve as a Director.
Section 2. President. The President shall:
(A) Preside at all meetings of the Board of Directors and of the Executive Committee.
(B) Perform all other duties usually pertaining to the office of the President.
Section 3. Vice President. The Vice President shall:
(A) In the event of the President’s absence from the State of Florida or inability to act because of illness or other cause, serve in the place and stead of the President.
(B) In the event of the President’s absence at any meeting of the Board of Directors or of the Executive Committee, preside over such meeting.
(C) Serve as a member of the Executive Committee.
(D) Perform such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 4. Treasurer. The Treasurer shall:
(A) In the event of the absence of the President and Vice President at any meeting of the Board of Directors, preside over such meeting.
(B) Serve as a member of the Executive Committee.
(C) Serve as custodian of all funds and securities of the Corporation, and collect the income therefrom.
(D) Make financial reports at each regular meeting of the Board of Directors, and as requested by the Board of Directors.
(E) Oversee deposit of all monies of the Corporation into a bank or banks selected and designated by the Board of Directors subject to withdrawal for authorized purposes, in accordance with policies adopted by the Board of Directors.
(F) Perform all other duties usually pertaining to the office of the Treasurer.
(G) Perform such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 5. Secretary. The Secretary shall:
(A) In the event of the absence of the President, Vice President and Treasurer at any meeting of the Board of Directors, preside over such meeting.
(B) Serve as a member of the Executive Committee.
(C) Ensure the recording and review of the minutes of all meetings of the Directors.
(D) Have charge of the seal and corporate books of the Corporation.
(E) Ensure the issuance of notices of all meetings of the Board of Directors required by these By-Laws or applicable law.
(F) Sign such instruments as require the Secretary’s signature.
(G) Perform all other duties usually pertaining to the office of the Secretary.
(H) Perform such other duties as may from time to time be assigned by the Board of Directors or the President.
Section 6. Immediate Past President. The Immediate Past President shall serve as a non-voting member of the Executive Committee.
Section 7. Resignation of Officer. An officer may resign at any time by delivering written notice to the President and Secretary of the Corporation. The resignation shall be effective upon receipt, unless the notice specified a later effective date. If the resignation is effective at a later date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date provided the Board of Directors provides that the successor officer does not take office until the future effective date.
Section 8. Removal of Officer. The Board of Directors may remove any officer at any time with or without cause.
Section 1. Standing Committees. WSA will maintain those standing committees required by Florida state law. In alignment with its core objectives, WSA will maintain an Anti-Doping Committee, Economic Development Committee, Health and Safety Committee, and Governance Committee as standing committees.
Section 2. Regions. From time to time, WSA’s operations and governance (including strategic planning) may be conducted on a regional basis. The initial regions shall be: Europe, Middle East, Asia, Oceania, North Africa, Central Africa, Southern Africa, Central America and the Caribbean, North America, and South America. The Board of Directors shall have the authority to establish methods to conduct activities on a regional basis.
Section 3. Other Committees and Regions. The Board of Directors shall have the authority to create additional committees or sub-committees, and regions and sub-regions that it determines are necessary. The Board of Directors may eliminate any such committee, sub-committee, region, or sub-region if it determines that the committee, sub-committee, region, or sub-region no longer is necessary.
Section 4. Composition and Charges.
(A) Membership of the Executive Committee shall be determined in accordance with Section 5 of this Article VI. For all other committees, the Board of Directors shall appoint a chairperson and members. An individual must be a member of the Corporation in order to serve on a committee. In the case of any committee that acts on behalf of the Board of Directors, at least three members of the committee shall be directors of WSA. The Board of Directors may, by resolution prescribe additional requirements for committee members.
(B) Subject to Section 6 of this Article VI, the Board of Directors shall, by resolution, establish the function, duties, and powers of each committee.
Section 5. Executive Committee. The Corporation shall have an Executive Committee which shall consist of the President (who shall chair the Executive Committee), Vice President, Secretary, Treasurer, and Immediate Past President (or Member at Large). Three (3) members of the Executive Committee shall constitute a quorum after oral or written notice to all Committee members; provided that the presence of the President or Vice President shall be required at each meeting of the Executive Committee. The Executive Committee shall have the powers of oversight and operations between meetings and actions of the Board of Directors. The Board of Directors shall be notified at the subsequent Board meeting of any Executive Committee meetings held in between Board meetings and the result of such meetings.
Section 6. Committee Rules.
(A) Each standing committee shall keep minutes of its meetings and file the minutes with the records of the Corporation, and shall submit to the Board of Directors at each scheduled meeting a report of work done. No committee, other than the Executive Committee, shall enter into any contract or incur any indebtedness or financial obligation of any kind, except under the authority of the Board of Directors.
(B) Subject to the approval of the Board of Directors, each standing committee shall have the power to adopt such internal rules as may be necessary for the conduct of the work entrusted to it.
(C) Any action required or permitted to be taken by any committee may be taken without a meeting if the action is taken by the written consent of all voting members of the committee. The action must be evidenced by one or more written consents describing the action to be taken and signed by each committee member, which consent(s) shall be filed with the records of the Corporation. The action taken shall be deemed effective when the last committee member signs the consent, unless the consent specifies otherwise.
Section 1. Chief Executive Officer. The Board of Directors may employ a Chief Executive Officer. The Chief Executive Officer shall be responsible to the Board of Directors for the performance of the duties connected with his or her office, and shall be the administrative head responsible for all staff, subject to the approval of the Board of Directors. In such capacity, the Chief Executive Officer shall be responsible for the efficient operation of the Corporation; shall represent the Corporation at conferences and conventions, either with Board members or as sole representative; shall be present at all regular and special meetings of the Board (without vote); and shall provide such reports to the Board as shall be appropriate. The Chief Executive Officer shall be an ex officio, non-voting member of all committees.
Section 2. Other Staff. The Chief Executive Officer shall be responsible for the employment of all other members of the staff, in accordance with policies and procedures set forth by the Board of Directors, and shall designate the duties of staff members and have general supervision of their work.
Section 1. Right to Indemnification. Each person (including the heirs, executors, administrators, or estate of such person) (a) who is or was a director or Director of the Corporation, (b) who is or was an officer, agent or employee of the Corporation and as to whom the Corporation has agreed to grant such indemnity hereunder, or (c) who is or was serving at the request of the Corporation as its representative in the position of a director, officer, Director, partner, agent, or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the Corporation has agreed to grant such indemnity hereunder, shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Corporation to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs and expenses, including attorneys’ fees, asserted against or incurred by such person in his or her capacity as such director, officer, Director, partner agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorney’s fees, whether or not the Corporation would have the legal power to directly indemnify such person against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys’ fees) incurred by any person referred to in Section 1 of this Article VIII in defending a civil or criminal suit, action or proceeding may be paid by the Corporation in advance of the final disposition thereof upon receipt of any undertaking by such person to repay all amounts if it is ultimately determined that the person is not entitled to indemnification by the Corporation, and upon satisfaction of other conditions required by current or future legislation (but, in the case of any future legislation or decision, only to the extent that it provides conditions less burdensome than those formerly provided), or as otherwise provided under any insurance maintained by the Corporation.
Section 3. Savings Clause. If this Article or any portion thereof is invalidated on any ground by a court of competent jurisdiction, the Corporation shall nevertheless indemnify each member of the Board of Directors to the fullest extent permitted by all portions of this Article that have not been invalidated, and to the fullest extent permitted by law.
Corporate Records and Director Inspection Rights
Section 1. Corporate Records.
(A) The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors and committees having any authority of the Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee in place of the Board of Directors on behalf of the Corporation.
(B) The Corporation shall maintain accurate accounting records.
(C) The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(D) The Corporation shall maintain a record of the Directors in a form that permits preparation of a list of names and addresses of all Directors in alphabetical order.
(E) The Corporation shall keep a copy of the following records:
(i) Its articles of incorporation and all amendments and/or restatements to them currently in effect.
(ii) Its By-Laws or restated By-Laws and all amendments to them currently in effect.
(iii) The minutes of all meetings of the Board of Directors or any committee having authority of the Board of Directors, meetings and records of all action taken by Directors or such committee without a meeting for the past three years.
(iv) Written communications from the Corporation to any Director within the past three (3) years, including financial statements furnished for the past three (3) years.
(v) A list of the names and business, or home if there is no business, street addresses of its current Directors and officers.
(vi) Its most recent annual report delivered to the Department of State.
(F) To help ensure financial transparency, WSA shall post its check register on-line. WSA may make reasonable redactions to ensure that salary information and other confidential information is protected from public disclosure.
Section 2. Inspection Rights.
(A) Any Director may inspect and copy, during regular business hours at the Corporation’s principal office, any of the records of the Corporation described in Section 1(E) of this Article IX, if such Director gives the Corporation written notice of such Director’s demand at least five (5) business days before the date on which such Director wishes to inspect the records.
(B) Any Director may also inspect and copy, during regular business hours at a reasonable location specified by the Corporation, the minutes of meetings of the Board of Directors, or committees, accounting records, record of members and any other books and records of the Corporation, if such Director meets the requirements of Florida law for such inspection.
Section 3. Financial Reports. At such time as the Board of Directors determines, the Board of Directors shall mail or furnish by personal delivery to each Director a complete financial report for the previous fiscal year.
Section 4. Public Information. The Board of Directors shall ensure that at all times, complete copies of Forms 990 filed with the Internal Revenue Service from the last three years, audits from the last two years, and current financial statements are posted on the Corporation’s.
Rules of Procedure
“Roberts’s Rules of Order” shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws.
In addition to any other policies that, in its discretion, the Board of Directors chooses to adopt, WSA shall have a Travel/Reimbursement Policy. Such policy shall encourage travel arrangements for WSA business to be made by WSA and travel expenses for WSA business to be incurred directly by WSA. The policy shall discourage and minimize transfers of cash to pay or reimburse for travel expenses, and in all respects shall operate to ensure that travel payments and reimbursements are reasonable and that financial transparency is maintained.
These By-Laws may be altered, amended or repealed, and new By-Laws adopted, by the Board of Directors at a regular or special meeting of the Board of Directors, provided that notice of the proposed alteration, amendment, revision, repeal or rescission of the By-Laws or adoption of new By-Laws shall be given to the members and Directors at least thirty (30) days preceding the meeting.
I HEREBY CERTIFY that the foregoing By-Laws were duly adopted by the Board of Directors of the Corporation at a meeting held on the ____ day of _______________, 2017.