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2012 USA Swimming Rule Book

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504.10<br />

stated in the Notice either votes in writing for or against such action, abstains in writing from voting,<br />

fails to respond or vote, or fails to demand in writing that action not be taken without a meeting.<br />

The Notice shall state the action to be taken, the time by which a Director must respond,<br />

that failure to respond by the time stated in the notice will have the same effect as abstaining in<br />

writing by the time stated in the notice and failing to demand in writing by the time stated in the<br />

notice that action not be taken without a meeting, and any other matters the Corporation determines<br />

to include. Action is taken under this Section 504.10 only if, at the end of the time stated<br />

in the Notice, the affirmative votes in writing for such action received and not revoked equal or<br />

exceed the minimum number of votes that would be necessary to take such action at a meeting<br />

at which all of the Directors then in office were present and voted, and the Corporation has not<br />

received a written demand by a Director that such action not be taken without a meeting other<br />

than a demand that has been revoked.<br />

2<br />

A Director’s right to demand that action not be taken without a meeting shall be deemed to have<br />

been waived unless the Corporation receives such demand from the Director in writing by the<br />

time stated in the Notice and such demand has not been revoked. Any Director who in writing<br />

has voted, abstained, or demanded action not be taken without a meeting pursuant to this Section<br />

504.10 may revoke such abstention, or demand in writing received by the Corporation by the<br />

time stated in the Notice. All communications under this Section 504.10 may be transmitted or<br />

received by the Corporation by facsimile, e-mail or other form of electronic communication.<br />

Action taken pursuant to this section 504.10 has the same effect as action taken at a meeting of<br />

Directors and may be described as such in any document.<br />

ARTICLE 505<br />

executive committee<br />

505.1 Authority — The Executive Committee shall have the authority to act for the Board of<br />

Directors and <strong>USA</strong> <strong>Swimming</strong> between meetings of the Board and House of Delegates, except<br />

that it cannot amend the <strong>Rule</strong>s and Regulations.<br />

5<br />

505.2 Membership — The Executive Committee shall consist of the officers of <strong>USA</strong> <strong>Swimming</strong>,<br />

the Olympic International Operations Committee Coordinator, and one additional athlete<br />

member from the Board of Directors to be selected by the Athletes Committee, acting with advice<br />

and consent of legal counsel (effective 9/17/11).<br />

505.3 Meetings — Meetings of the Executive Committee shall be held at any time or place<br />

upon the call of the President or any three members of the Committee, and upon no less than<br />

ten (10) days written notice of such meeting to each member. Special matters may be voted<br />

upon by the Committee by mail, electronic vote, or by telephone (confirmed in writing within<br />

twenty-four (24) hours), but no action can be taken without the concurrence of all members of the<br />

Committee. At the next regular or special meeting of the Board of Directors the Committee shall<br />

make a report of its activities since the last Board meeting for the Board’s confirmation, ratification,<br />

modification, or rejection.<br />

505.4 Committee Evaluations — The Executive Committee shall convene at least once<br />

a year for the purpose of evaluating the goals of the committees and their productivity.<br />

<strong>2012</strong> <strong>Rule</strong>s & Regulations 117

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