BY-LAWS OF CAPITAL WATER POLO CLUB, INC.
A Virginia Non-profit Corporation Serving the Greater Washington Metropolitan Region
TABLE OF CONTENTS
ARTICLE I – NAME
ARTICLE II – PRINCIPAL OFFICE
ARTICLE III – GENERAL AND SPECIFIC PURPOSES
ARTICLE IV – CLUB MEMBERS
ARTICLE V – BOARD OF DIRECTORS
ARTICLE VI – EXECUTIVE OFFICERS
ARTICLE VII – FISCAL YEAR
ARTICLE VIII – NON-LIABILITY OF DIRECTORS AND OFFICERS
ARTICLE IX – INDEMNITY
ARTICLE X – TAX EXEMPTION PROVISIONS
ARTICLE XI – DISSOLUTION
ARTICLE XII – AMENDMENT OF BY-LAWS
CERTIFICATE OF SECRETARY
BY-LAWS
Of
CAPITAL WATER POLO CLUB, INC.
ARTICLE I – NAME
1.0 The name of this organization shall be Capital Water Polo Club, Inc. (the “Corporation”).
ARTICLE II – PRINCIPAL OFFICE
2.0 The Corporation shall maintain a registered office in the Northern Virginia area,
Commonwealth of Virginia. The Corporation may also have offices at such other places,
in Northern Virginia, as the Board of Directors (the “Board”) may designate or as the business
of the Corporation may require. The principal office of the Corporation is currently
PO Box 100644, Arlington, VA 22201. The Board may change the principal office of the
Corporation by resolution without amendment of these By-laws.
ARTICLE III – GENERAL AND SPECIFIC PURPOSES
3.0 The Corporation is a non-profit organization as specified in Section 501(c) (3) of the
Internal Revenue Code and is not organized for the private gain of any person.
3.1 The Corporation is organized exclusively to encourage and promote the health and education
of youth through the development and operation of a youth water polo club, called Capital
Water Polo Club (CWPC), serving Arlington, Virginia and the surrounding area, and to engage
in any lawful activity for the furtherance of such purpose and any other purpose permitted
by applicable law.
3.2 The Corporation promotes the development of water polo skills as well as life-long skills,
for youth ages 6 to 18, in a developmental and competitive environment. The vision statement
of Capital Water Polo Club is “Inspiring youth to become future leaders through water polo.”
3.3 The Corporation is a registered team of the Chesapeake Water Polo League (CWPL)
which is comprised of teams in the northeast zone. The Corporation participates in other
local and invitational tournaments outside of the Arlington area. Athletes will be
selected and at times will have to compete to roster for nationally sanctioned USA
Water Polo events and other high level tournaments hosted by other non-CWPC organizations.
The decision to roster a team of the Corporation in any tournament will be made by the head
coach with input from families of the affected team. The board will be included on all
discussions of tournament costs to ensure adequate funding is available to cover all
expenses and to ensure the events are in the best interest of the organization.
ARTICLE IV– CLUB MEMBERS
4.0 The members of the Corporation consist of three groups:
4.0.1 Adult Members. An Adult Member is the parent or guardian of an Athlete Member registered
with USA Water Polo and CWPC. However, there shall be only one Adult Member per family for each
Athlete Member in that family.
4.0.2 Athlete Members. Athlete members include athletes who are under 18 years of age and who
have registered and are participating with USA Water Polo and CWPC. An athlete Member may
participate in Club events and be part of a Club team, but may not vote, hold office or serve
as a committee chair. Athlete members must be in good standing with the Board and be current
with all club fees.
4.0.3 Board of Directors (with no athletes), the Head Coach, the coaching staff, and
administrative staff.
4.1 It is required that to remain a member in good standing, members must be committed
and abide to the following:
4.1.1 Maintain time commitment to practice, games and other related activities sponsored by CWPC.
4.1.2 Conduct themselves in a manner which contributes to the well-being and welfare of, and
in the best interests and public image of, CWPC.
4.1.3 Maintain good conduct, according to the CWPC code of conduct, discipline, and on-time
payment of fees.
4.2 No members, with the exception of any member deemed as a Director of the Board, shall have
voting authority within the meaning of the Nonprofit Corporation Law.
4.3 Every effort should be made to include all participants of the Corporation in all tournaments.
4.3.1 At national level or USA water polo sanctioned events, athletes from the Corporation should
be allowed to participate if there are open slots on the roster. If we have more athletes then
slots a second team should be considered first. If there are not enough athletes to field two
teams, then the following data points must be considered when selecting athletes for one team:
4.3.1.1 Not delinquent on payments
4.3.1.2 Participate regularly - 3 times or more per week
4.3.1.3 Coach’s assessment of the athlete’s commitment, dedication, attitude, and overall skill
level.
4.3.2 In the best interest of the club and at the discretion of the head coach, in consultation
with the Board of Directors, non-members may be added to rosters for specific local or national
tournaments.
4.4 Parents as Volunteer and/or Paid Coaches:
4.4.1 Parents who have prior coaching experience, in any sport, are welcome to be considered,
by the Head Coach, to assist the coaching staff for an age division of CWPC.
4.4.2 Parents who are invited by the Head Coach to assist a team will support the Corporation
in a volunteer capacity. Based on the number of hours agreed to, parent volunteers may be eligible
to receive a discount on season fees and travel reimbursements.
4.4.3 Parents with prior water polo experience (as a player and/or coach) may be considered by
the Head Coach for one of the select PAID coaching positions for the Club.
ARTICLE V – BOARD OF DIRECTORS
5.0 Number and Term: The Board shall consist of a minimum of three (3) directors and a maximum
of eight (8) directors, with the number of directors determined by the Board from time to time.
The initial Board shall consist of eight (8) directors as designated in the Articles of Incorporation
of the Corporation. Each director shall be appointed for a two (2) year term by the members of the Board
of Directors whose terms are not expiring. Board members may serve a maximum of three (3) consecutive two
(2) year terms.
5.0.1 Of the original eight (8) directors designated in the Articles of Incorporation. Four (4), known
as the “A class” directors shall serve initial one year terms, and four (4), known as the “B class”
directors shall serve initial two year terms. After the end of the initial terms, all directors shall
serve two years terms as described in the paragraph above this. The initial designation of “A class”
and “B class” directors is designed to create a Board of staggered terms.
5.1 Nominations and Election:
5.1.1 Three (3) months prior to the annual meeting of the Board, a Nominating Committee, consisting
of at least two board members whose terms are not expiring, and one parent of a participating athlete
in the Corporation, shall convene and shall nominate directors, for the terms set to expire, at the
next annual meeting of the Board.
5.1.2 The Board will vote on new members at the annual meeting.
5.1.3 The intent is that a current Board member will succeed the Board President when the Board
President’s term as Board President and Board Member expires, with the approval of the current directors.
5.2 Meetings:
5.2.1 There shall be a minimum of one (1) meeting of the Board during each fiscal year, which shall be
designated the Annual Meeting of the Board. The Board may meet at such additional times as it deems
necessary or advisable in its discretion. These meetings shall be held at such time and place as the
Board shall determine.
5.2.2 The Annual Meeting of the Board shall be held during the month of June, or at such other time as
the Board shall determine. This meeting shall be for the purpose of electing Board members, installing
Executive Officers, and transacting such other business as may be presented.
5.2.3 Special meetings may be called by the President of the Board or any two (2) members of the Board
and shall be held at such time and place as designated.
5.3 Attendance:
5.3.1 Members of the Board are expected to attend all duly called Board meetings during each fiscal year.
When unable to attend a scheduled meeting, a Board member is expected to notify the other Board members
prior to such meeting.
5.3.2 Attendance may be in-person, Skype, or by tele-conference.
5.3.3 If a Board member is unable to attend, the current Board may approve the submission of a written
statement.
5.4 Vacancies: Vacancies on the Board shall exist on the death, resignation or removal of any director,
and whenever the number of authorized directors is increased. Any member of the Board may, but is not
required to, submit a nominee to fill a vacancy on the Board. Such nominee must be approved to serve
as a Board member by the majority of Board members present at any Board meeting.
5.5 Responsibilities: The Board, as a governing body, shall have the responsibility for the management
and operation of the Corporation, specifically including, but not limited to the following:
5.5.1 Promoting the purpose of the Corporation;
5.5.2 Securing adequate funds, via membership fees and donations, expending funds and holding monies and
properties;
5.5.3 Hiring and managing the Head Coach, including employment contract, annual goals and evaluation;
5.5.4 Approving assistant coaches, at the recommendation of the Head Coach;
5.5.5 Fostering and maintaining public relations throughout the community; and
5.5.6 Developing and maintaining regular communications with parents and athletes of the Corporation
regarding activities and guidelines.
5.5.7 Some directors may be assigned other duties per term year, as determined by the Board at the
annual meeting.
5.6 Quorum: At any meeting of the Board, a majority of the Board shall constitute a quorum.
5.7 Notice:
5.7.1 Written notice of each meeting of the Board shall be provided to each Board member via
electronic transmission, including email, or otherwise at least three (3) days prior to such
meeting; provided, however, that notice of an Annual Meeting must be provided to Board members
at least two (2) weeks prior to the date of the Annual Meeting.
5.7.2 The requirement to provide notice may be waived in writing by a member of the Board, and
such waiver shall be the equivalent of having been given due notice. Notwithstanding the foregoing,
a member of the Board who participates in a meeting automatically waives notice unless he or she
objects to holding the meeting for lack of notice and does not thereafter vote for or otherwise
assent to the action taken at such meeting.
5.8 Voting: All matters to be voted upon by the Board, unless otherwise specifically designated
in the Articles of Incorporation or By-laws, shall be decided by a majority of those directors
present and voting at a meeting at which a quorum is present, unless the matter under consideration
is one that the Virginia Non-stock Corporation Act or other applicable law calls for a greater
number of Board members to approve.
5.9 Reimbursement of Expenses: The Board shall serve without compensation, provided that each
member of the Board shall be entitled to reimbursement from the Corporation for all substantiated
expenses of the Corporation which are reasonably incurred and paid by any member for and on
behalf of the Corporation, as authorized by the Board. Any question as to whether a Board member
is entitled to reimbursement of expenses under this Section 10 shall be determined by the members
of the Board (other than the member submitting for reimbursement).
5.10 Resignation and Removal: A member of the Board may resign at any time upon provision of written
notice to the Board. The Board may remove a Board member, with or without cause, upon the approval
of a majority of the Board members entitled to vote thereon at any duly called Board meeting.
5.11 Qualifications: A nominee for member of the Board must be at least twenty-one (21) years of age.
Nominees must have experience in one of the following areas: working on non-profit Boards, business
experience, sports league management and/or knowledge and expertise of the sport of water polo.
Members of the Corporation are allowed to serve on the Board if they are currently paid to date and
they have been members for a minimum of one season. A nominee for member of the Board is not required
to be a member of the Corporation, except that at all times no less than three (3) Directors must
either be members, or have a family member, in good standing as a member of the Corporation.
5.12 Written Consent: Any action that may be taken at a meeting of the Board may be taken without a
meeting and by written consent, provided that each Board member signs a consent describing the action
to be taken and delivers it to the Board. Such action will be effective when the last director signs
the consent, unless the consent states a different future date and the date on which each consent was
executed appears on each consent.
5.13 Committees: The Board may, by resolution, establish any Committees of the Board as it may from
time to time deem necessary or desirable. Each such Committee shall include among its members at least
one (1) Director, who shall act as chair or appoint a chair of the committee. All Committees shall be
advisory in nature and report to the Board the progress and actions of the Committee as well as make
recommendations to the Board for approval. The purpose and length of duration of the committee will
be defined, established, and recorded by the Secretary of the Corporation which will be included as a
memorandum of the record.
5.14 Hiring the Head Coach: The Head Coach of the Corporation will be hired by the Board and serve on
the board as a non-voting member. The Head Coach will participate in meetings and other discussions as
required. The Head Coach is an integral member of the organization and provides invaluable input and
insight for the board to make strategy or policy level decisions affecting the organization.
5.15 Authority: Subject to the provisions of the laws of Virginia and any limitations in the Articles of
Incorporation or By-Laws of the Corporation, the activities and affairs of the Corporation shall be
conducted and all corporate authority shall be exercised by or under the direction of the Board.
ARTICLE VI – EXECUTIVE OFFICERS
6.0 Number and Term: The Executive Officers of the Corporation shall be the President, Secretary,
and Treasurer. The Board may appoint such other officers as from time to time it deems necessary
or desirable. Each officer shall serve a one (1) year term. The Board shall attempt to fill the
President position and either the Secretary or the Treasurer position with a member of the Board
who is also a member of the Corporation whenever qualified candidates exist.
6.1 Qualifications: An officer must be at least twenty-one (21) years of age. Officers must have
experience in one of the following areas: working on non-profit Boards, business experience,
sports league management, or knowledge and expertise of the sport of water polo.
6.2 Nomination and Election: There are 3 (three) officers of the Corporation. The Officers shall
be elected at the Annual Meeting of the Board by a majority of those directors present and voting.
6.3 President: The President shall manage the day-to-day activities of the Corporation, with the
help of volunteers. If determined to be in the best interest of the Corporation to hire an
administrative assistant/operations coordinator, that decision will be made and voted on by
the Board. The President shall also oversee an employee, contractor or volunteer, approved by
the Board, to deposit all monies and other valuable objects in the name of the Corporation in
such depositories as may be designated by the Board. The President shall also oversee the prompt
payment to all creditors of the Corporation.
6.4 Secretary: The Secretary shall keep the minutes of the meetings of the Board and provide
written copies of the minutes to each member. The Secretary shall be responsible for all Board
correspondence, for sending meeting notices to the Board and for compiling and distributing the
roster of the Board of Directors.
6.5 Treasurer: The Treasurer shall keep an accurate account of all proceeds and disbursements of
the Corporation. The Treasurer shall record all income and revenues and, make preparation for all
financial reports, budget, tax filings, and make recommendations for changes to the by-laws. The
Treasurer shall prepare a written report of the finances of the Corporation whenever requested by
the Board.
6.6 Resignation and Removal: Any officer may resign upon provision of written notice to the Board.
The Board may remove any officer, with or without cause, upon the approval of a majority of the Board
members present and entitled to vote thereon at any duly called Board meeting at which a quorum is present.
ARTICLE VII – FISCAL YEAR
7.0 The fiscal year of the Corporation shall commence on August 1 of each year and end on July 31 of each year.
ARTICLE VIII–NON-LIABILITY OF DIRECTORS AND OFFICERS
8.0 The directors and officers of the Corporation shall not be personally liable for the debts,
liabilities or other obligations of the Corporation.
ARTICLE IX – INDEMNITY
9.0 To the maximum extent permitted by Virginia law, the Corporation shall indemnify and, without
requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or
reimburse reasonable expenses and costs in advance of final disposition of a proceeding to: (A) any
individual who is a present or former director or officer of the Corporation and who is made or
threatened to be made a party to a proceeding by reason of his or her service in that capacity,
or (B) any individual who, as a result of Board-approved action, incurred liabilities on behalf
of the Corporation.
9.1 The indemnification and payment of expenses provided in these By-laws shall not be deemed
exclusive of or limit in any way other rights to which any person seeking indemnification or payment
of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.
9.2 Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other
provision of the Bylaws or charter of the Corporation inconsistent with this Article, shall apply
to or affect in any respect the applicability of the preceding paragraph with respect to any act or
failure to act which occurred prior to such amendment, repeal or adoption.
ARTICLE X– TAX EXEMPTION PROVISIONS
10.0 Limitations on Activities: No substantial part of the activities of this Corporation shall be
the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise
provided by Section 501(h) of the Internal Revenue Code), and this Corporation shall not participate
in, or intervene in (including the publishing or distribution of statements), and political campaign
on behalf of, or in opposition to, any candidate for public office.
10.1 Notwithstanding any other provision of these by-laws, this Corporation shall not carry on any
activities not permitted to be carried on (a) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code.
10.2 Prohibition Against Private Inurement: No part of the net earnings of this Corporation shall
inure to the benefit of, or be distributable to, its members (if any), directors, officers, or other
private persons, except that that Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in furtherance of the
purposes of this Corporation.
ARTICLE XI – DISSOLUTION
11.0 Upon the dissolution, liquidation or winding up of the Corporation, the Board shall proceed as
expeditiously as possible to cause to be paid out of the assets of the Corporation all debts and
obligations of the Corporation and to conclude its affairs. After all the debts and obligations
of the Corporation have been paid and satisfied, the Directors shall then proceed to transfer
and pay over all of the assets of the Corporation to such organization or organizations operated
exclusively for charitable, educational or scientific purposes as shall, at that time, qualify
as exempt organization or organizations under Section 501(c)(3) of the Internal
Revenue Code or the corresponding provision of any future federal tax law, as the Board shall
determine.
ARTICLE XII– AMENDMENT OF BY-LAWS
12.0 Except as may otherwise be specified under provisions of applicable law, these By-laws may
be amended, restated or repealed by the Board of Directors, or by a quorum of the Board of
Directors present at a meeting.
CERTIFICATE OF SECRETARY
I certify that I am the duly appointed and acting Secretary of Capital Water Polo Club, a nonprofit
corporation; that these bylaws, consisting of 11 pages, are the bylaws of this corporation as adopted
by the Board of Directors on August 30, 2015; and that these bylaws have not been amended or modified
since that date.
Executed on August 30, 2015 at Arlington, Virginia.
/s/ Julie Gallion
______________________________
Secretary
The document with any subsequent amendments, revisions, and deletions constitutes the duly
approved By-laws of CWPC. Approved by the originally named Ball Under Water Polo Club on March 9, 2014.
Amended by the subsequently re-named Capital Water Polo Club: August 30, 2015.
