CALL FOR A SPECIAL MEETING

OF THE MEMBERSHIP OF TEAM SANTA MONICA

WHEREAS on or about March 22, 2010 the Team Santa Monica (“TSM”) Board of Directors (“Board”), without notifying, consulting or otherwise involving TSM Membership, placed an ad for a Level V Head Coach/CEO on the websites of the American Swimming Coaches Association (“ASCA”) and USA Swimming;

WHEREAS there is no recorded discussion in the minutes of Board meetings of the decision to hire a new Head Coach/CEO, which creates the appearance that this decision was made in secret;

WHEREAS since March 22, 2010 many TSM Members have spent hundreds of hours communicating their disapproval to the Board about its decision to seek a Level V Head Coach/CEO which the Members believe could fundamentally change the nature and mission of TSM and the Board has refused to involve TSM Membership in the decision-making process;

WHEREAS a significant and growing number of TSM Members are convinced that the laws of the State of California, and TSM’s Articles of Incorporation and Bylaws, reserve to TSM Membership the right and responsibility to define and shape TSM’s mission and goals;

WHEREAS since March 22, 2010 the Board has refused numerous requests by various TSM Members:

• To provide copies of the minutes of the Board meeting(s) at which the decision to hire a new Head Coach/CEO was discussed and reached;

• To provide TSM’s financial records;

• To promise to stop the hiring process, and to refrain from entering into any written or oral contracts to hire a new Head Coach/CEO, until after TSM Membership can meet in a Special Meeting;

• To call a Special Meeting of the Membership;

WHEREAS, the Board, through its actions, has shown a significant and growing number of TSM Members that it will not, under any circumstances, reconsider either its decision to hire a new Head Coach/CEO or the process it has employed in moving forward with its decision and that it has every intention of hiring a new Head Coach/CEO and pre-determining the future of TSM without the participation or involvement of TSM’s Membership;

WHEREAS a significant and growing number of TSM Members are concerned that if the Board signs a contract hiring a new Head Coach/CEO with or without the consent of Membership, Membership will be responsible for honoring that contract;

WHEREAS, the Board continues to frustrate any efforts to resolve this controversy amicably;

WHEREAS a significant and growing number of TSM Members have resolved to assert their control and authority over the Board as authorized by the laws of the State of California, TSM’s Articles of Incorporation, and TSM’s Bylaws;

WHEREAS the attached excerpts from the Bylaw of Team Santa Monica allows Membership to call a Special Meeting; and

WHEREAS time is of the essence;

NOW, THEREFORE, BE IT RESOLVED that, pursuant to Section 3.2 of the Bylaws, the undersigned Active Status Member votes as follows:

1. That a Special Meeting of TSM Members shall be held on Saturday, May 22, 2010 at the Santa Monica College pool sundeck following the 8 a.m. team photo session;

2. That, voting at the Special Meeting may take place either in person or by proxy (as

        allowed by Section 3.10 of the Bylaws);

3. That the purpose of the Special Meeting is:

a. To discuss the issues noted above;

b. To debate whether to require the board to stop all action in hiring a new head coach until the sentiments of the team have been solicited on this and related matters and that a consensus is reached regarding these matters and further: that this consensus will form the basis on which any hiring decision of a CEO level coach will be based;

c. To debate and vote on any other ancillary or related matters that are brought before the Membership at the Special Meeting;

4. That any actions taken by the board between now and date of the Special Membership meeting,  to hire a new head coach, to interdict the Special Meeting, or to amend the bylaws are void;

5.   That the Membership intends to repudiate any written or oral contracts entered into by the Board between the date the Board receives a copy of this Petition and the date TSM Membership holds the Special Meeting;

6.    That any written or oral contracts entered into by the Board between the date the Board receives a copy of this Petition and the date TSM Membership holds the Special Meeting will be the sole and exclusive responsibility of the individuals who voted in favor of the contract;

           I,                                                                            , a TSM “Active Status Member” (as defined in Section 2.1 of the Bylaws), by my signature, vote AFFIRMATIVELY AND IN FAVOR OF this Petition.

DATED:                            , 2010                                                                                         

                                                                        [Printed Name]

                                                                        Signature

Excerpts from the TSM Bylaws

Section 2.1:

MEMBERS.  The corporation shall have two classes of Members to be designated “Active Member” and “Associate Members”.  Each family having one or more team members in the corporation’s swim program (a “Family”) shall be deemed an Active Member effective upon the latest of (a) the date when such Family places one or more of its children in the corporation’s swim program and (b) the Family has paid all dues and fees then owed to the corporation and has submitted all necessary paperwork to the United States Swimming (“USS”) and the corporation.  Upon satisfaction of such conditions, the particular Family shall become an Active member, which shall entitle it to one vote on all matters voted upon by the Members. 

Section 3.2:

SPECIAL MEETINGS.  Special meetings of the members may be called by the Board of Directors, or by a writing signed by 50% of the Active Members and filed with the secretary of the corporation.

Section 3.4:

NOTICE OF MEETINGS.  Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail to each Active Status Member entitled to vote at such meeting, (a) in the case of an annual meeting, not less than 10 nor more than 30 days before the date of such meeting, and (b) in the case of a special meeting, on no less than 2 days notice, by or at the direction of the Board of Directors.

Section 3.10:

PROXIES:  Every Active Member entitled to vote or to execute consents may do so either in person or by written proxy executed in accordance with the provisions of Section 2225 of the California Corporations Code and filed with the Secretary of the corporation.

Section 4.5:

REMOVAL OF DIRECTORS.  The entire Board of Directors or any individual director may be removed from office by the vote of two-thirds of the Active Status Members.

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