By-Laws
By-Laws for The Golden Gators Swamp Club
Article I. Name and Non-Profit Status
The name of this organization is the Golden Gators Swamp Club (hereafter referred to as the “GGSC” or “The Swamp Club”).
Section 1.1 Name
The GGSC may have its principal office or other offices at such place or places within the State of Washington, as the Board of Directors may designate. The GGSC presently has no principal office, but its mailing address shall be determined and maintained by the Board of Directors.
Section 1.2 Non-Profit Status
The GSSC is recognized by the IRS as a non-profit, tax-exempt organization under section 501(c)3. The GGSC Identification Number is 41-4631704. The Club is a nonprofit corporation recognized by the State of Washington and is registered with the Secretary of State. The Club will file all reports, registrations and forms required to maintain such status.
No part of the net earnings of the GGSC shall inure to the benefit of any private individual.
Article II. Purpose
The purpose of the GGSC is to support and advance the mission of the Decatur High School Football Program by fostering an environment that develops young adults into responsible leaders and contributing members of the Federal Way community.
The GGSC operates solely and independently of the Federal Way Public Schools and Decatur High School.
The GGSC exists to promote a culture rooted in character, discipline, service, academic excellence, leadership development, mental wellness, and competitive integrity — using the sport of football as a vehicle for lifelong growth.
In partnership with the coaching staff and school administration, the GGSC shall:
-
Provide financial support through fundraising initiatives to enhance program needs not otherwise covered by school funding.
-
Assist in the coordination of team meals, community events, youth camps, and program functions.
-
Support academic, leadership, mental health, and college-readiness initiatives aligned with the program’s holistic development model.
-
Promote community engagement opportunities that strengthen pride and connection within the Federal Way community.
-
Encourage parent, alumni, and community involvement in ways that positively impact student-athletes.
-
Help sustain a program culture that upholds the GOLD Standard — where development precedes winning, but competitive excellence is expected.
-
Operate in a transparent, mission-driven manner consistent with nonprofit governance principles.
The GGSC is organized exclusively for charitable and educational purposes in support of student-athletes, ensuring that the Decatur Golden Gator Football Program creates a lasting, generational impact both on and off the field.
Article III. Membership
All volunteers in any GGSC-sponsored activity must be a current GGSC member. There are two types of memberships: “Active Member” and “Honorary Member.” Rights of membership, as detailed in these By-Laws, apply to both types unless otherwise stated. Membership fees are determined annually by the Board of Directors.
Section 3.1 Active Member
Active Members shall be defined as a parent or guardian of a current or incoming Decatur High School football player and is in good standing with the GGSC. Active Members may serve on and Chair committees. To avoid any potential conflict of interest, Active Members shall not be eligible for election to the Board of Directors. In the event that no suitable Honorary Member is available to serve in a particular role on the Board, an Active Member may be considered for election.
Section 3.2 Honorary Member
An Honorary Member shall be defined as a community member who is not an Active Member and desires to support the GGSC. This includes Decatur alumni and community stakeholders. Honorary Members can join and Chair committees, and are eligible for election to the Board of Directors.
Section 3.3 Membership Voting Rights
Active Members who have served on a committee, volunteered at GGSC-sponsored events, or contributed financially to the GGSC are entitled to one vote per household per election.
Article IV. Membership Termination
Section 4.1 Disciplined Termination
A member may be expelled or suspended by a two-thirds (2/3) vote of the Board of Directors if it is determined that the member no longer subscribes to the policies of the GGSC or is actively working against the GSSC mission and values, or approved plans and activities.
The member shall receive:
• Fifteen (15) days prior written notice
• The opportunity to be heard by the Board not less than five (5) days before the effective date
Article V. Board of Directors Process
The GGSC is governed by a Board of Directors consisting of an elected Executive Board. Co-positions are permitted but carry only one (1) vote per position.
The Board of Directors shall consist of:
• President (Executive Board, elected)
• Treasurer (Executive Board, elected)
• Secretary (Executive Board, elected)
Section 5.1 Board of Director Eligibility
Candidates must:
• Be an Honorary Member in good standing
• The right to hold office shall be confined to Honorary Members of the organization unless no Honorary member of the organization has expressed a willingness to serve as an officer. In the event that no Honorary member of the organization has expressed a willingness to serve as a Board of Director member, or is not in good standing with the GGSC, the members may elect an “Active Member” to serve in an officer capacity.
• Agree to abide by these By-Laws
Section 5.2 Nominations and Elections
Executive Board elections shall be held bi-annually at the Annual General Membership Meeting by the end of January, effective January 2029. Elections shall be by simple majority vote of eligible Active Members and Honorary Members present (40% of eligible voting members required). Unless an Executive Board member dies, resigns, or is removed from office, he or she shall hold office until the next Bi-annual General Membership Meeting
Section 5.3 Board of Directors Terms
• Board members will service two-year term beginning February 1
Section 5.4 Voting Rights
Each Board Member receives one (1) vote. All Board Members must be present to hold a vote.
Article VI. Board of Director Appointed Positions
Committee Chair positions are appointed by the Board of Directors bi-annually at the bi-Annual General Membership Meeting, or as needed to fill vacant positions.
Section 6.1 Eligibility
Must meet Active or Honorary Member eligibility requirements.
Members who are interested in being appointed by the Board of Directors to Chair a committee must meet the following eligibility requirements:
• Be an Active or Honorary Member of the GGSC, who is in good standing and actively participates in activities supported by the GGSC.
•Be willing to serve and abide by the GGSC By-laws, if appointed.
Article VII. Board of Directors Duties
The Board of Directors shall consist of the President, Treasurer and Secretary. All members
of the Board shall be listed as the officers of the corporation on the GGSC website, per the WIAA booster club requirements.
Section 7.1 Authority
The Board of Directors shall manage the affairs of the GGSC. This work includes creating Committees, approving the plans and work of Committees, preparing a budget, signing contracts, and in general, conducting the business and activities of the organization provided all such business is in compliance with the GGSC By-laws.
Sections 7.2
The President shall be the chief officer of the GGSC and shall supervise and control all of the assets, business and affairs of the GGSC. The President shall preside over meetings of the members and the Board of Directors. The President may sign checks, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board of Directors or by these By-laws to some other officer or agent of the GGSC or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board of Directors from time to time.
Sections 7.3
The Treasurer shall have charge and custody of and be responsible for all funds of the GGSC; keep books of accounts and records including bank statements, receipts, budgets, invoices, paid receipts and canceled checks for five years; make disbursements as authorized by the Board of Directors in accordance with the budget adopted by the GGSC; sign on bank accounts; present a financial statement at meetings if requested; maintain records of registration fee payments; and file any applicable tax reports to state and federal entities.
Sections 7.4
The Secretary shall: (a) provide agendas for and keep the minutes of meetings of the members and the Board of Directors, and minutes which may be maintained by committees of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the GGSC; (d) keep records of the email or post office address and class, if applicable, of each member and Board of Director; (e) maintain current By-laws and see that they are posted for the public and monitor GGSC compliance with and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 7.5 Decatur High School Head Football Coach
Although the Head Coach is not a member of the GGSC Board of Directors or an appointed position, the Board of Directors will work closely with the Head Coach to fulfill the mission statement of the GGSC. The Head Football Coach will attend regularly scheduled GGSC meetings as needed, identify specific needs of the football program, and submit requests for support and funding. All requests for funding shall be submitted in writing with details of the request, cost or resources required, and date needed by. The Board of Directors will review submitted requests for support and funding and will vote on which needs can/will be supported by the GGSC. Additional requests for funding that are outside of the approved budget will require approval per our financing guidelines in these By-laws.
Article VIII. Governance
Section 8.1 Hierarchy of Elected Officers
The President shall preside over all Club meetings. Should the President be unavailable, resign or is removed from office by the Board of Directors, the following hierarchy of authority shall be observed: Treasurer, Secretary
Section 8.2 Quorum
All Board of Directors in office shall constitute a quorum for the transaction of business at any Board of Directors meetings.
Section 8.3 Manner of Voting and Acting
For the purpose of conducting GGSC business, voting shall be considered the act and/or decision of the Board, unless otherwise outlined in these By-laws. Each member of the Board of Directors shall receive one (1) vote.
Section 8.4 Proxy Voting
All members that have voting rights per these By-laws may cast a vote, where a vote has been called for, by written proxy. Notification of a member’s proxy must be submitted in writing to the GGSC President and Secretary prior to the vote taking place. No other proxies will be accepted.
Section 8.5 Resignation
Any Board of Director member may resign at any time by delivering written notice to the President or the Secretary of GGSC, or by giving oral or written notice at any meeting of the Board of Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Director member must return all material pertaining to the GGSC immediately upon vacating office,
Section 8.6 Removal
Any Board of Director member may be removed from office by a two-thirds (2/3) vote of the Board of Directors at a special meeting of the Board of Directors called for that purpose. Notice of the proposed removal of a Board of Director must be given to such Director along with the cause for the proposed removal. The Board of Director member must return all material pertaining to the GGSC immediately upon vacating office.
Section 8.7 Vacancies
A vacancy in a Board of Director position may be filled by the affirmative vote of a majority of the remaining Board of Directors. A member who fills a vacancy shall serve for the unexpired term of his or her predecessor in office and upon the start of a new Membership Term shall follow all election and appointment guidelines outlined in these By-laws.
Section 8.8 Compensation
The Board of Directors members shall receive no compensation for their service as Board of Directors but may receive reimbursement for expenditures incurred on behalf of the GGSC.
Article IX. Committees
Section 9.1 Establishment
The Board of Directors, by resolution adopted by a majority of the Board of Directors in office, may designate and appoint one or more Standing or Temporary committees, each of which shall consist of at least one “Chair”. The Chair member may solicit to the Active and Honorary Members of the GGSC for participation in the committee, assigning members to support the committee in varied capacities. The list of active Standing or Temporary Committees, and their members, shall be kept by the Secretary. The members of the committee must adhere to the same eligibility and guidelines as outlined in Section 5.1 and Section 6.1. The Chair of each Standing or Temporary Committee shall report back to the Board of Directors during regularly scheduled Board of Directors meetings
Section 9.2 Authority
Such committees shall have and exercise the authority of the Board of Directors in the management of the GGSC, subject to such limitations as may be prescribed by the Board of Directors; except that no committee shall have the authority to: (a) amend, alter or repeal these By-laws; (b) elect, appoint or remove any member of any other committee or any Board of Director member of the GGSC; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another Association; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the GGSC not in the ordinary course of business; (f) authorize the voluntary dissolution of the GGSC or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of the Association; (h) authorize expenditures without authority from the Board of Directors or (i) amend, alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors of any responsibility imposed upon it, him or her by law.
Section 9.3 Quorum; Manner of Acting
A majority of the number of members composing any committee shall constitute a quorum, provided the Chair appointed to that committee is present, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee, provided the Chair appointed to the committee is present.
Section 9.4 Resignation.
Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9.5 Removal by Board
The Board of Directors, by resolution adopted by a majority of the Board of Directors in office, may remove from office any member of any committee appointed by it.
Article X. Meetings
Section 10.1 Regular Board of Directors Meetings
By resolution, the Board of Directors may specify the date, time and place for the holding of regular meetings without other notice than such resolution.
Section 10.2.1 Place and Notice of Meeting
All Board of Directors Meetings shall be in the place designated by the Board of Directors, or in the absence of such designation, the President of the GGSC shall designate the place which may include correspondence and vote by email. Notice of Board of Directors meetings shall be given at least two (2) days before the time fixed for the meeting by written notice delivered personally or emailed or sent by United States mail to each Director at his or her residence. Meetings may be held virtually and/or may allow for members to call into the meeting via phone or online meeting.
Article XI. Finances and Fiscal Procedures
Fiscal Year: January 1 – December 31
Treasurer, and President shall be authorized signers.
Checks exceeding $500 require approval of two members of the Board
Annual audit by at least one non-check signing members (Secretary)
Fundraising payments are non-refundable.
All bank accounts must use the GGSC EIN and not the school’s EIN.
Financial Reports must be submitted to the Athletic Director quarterly
Article XII. Amendments
These By-Laws may be amended by majority vote of the membership present at a properly noticed meeting with at least fifteen (15) days notice.
Article XIII. Dissolution
Upon dissolution, net assets shall be distributed to:
• Federal Way Public Schools
or
• Another qualified 501(c)(3) organization supporting youth athletics
No assets shall be distributed to private individuals.