The Chattanooga Track Club

Promoting Running and Fitness in Chattanooga

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Chattanooga Track Club Bylaws

 

I.      Title

The name of this organization shall be "The Chattanooga Track Club, Inc.", herein referred to as the "CTC".

II.     Objectives

A.    Defined

The Objectives of this organization shall be to:

1.     Promote and encourage fitness through running;

2.     Educate the public as to the benefits of running and fitness;

3.     Contribute to the general good of the community.

B.    Means of Furtherance

In furtherance of the Objectives of the CTC, the CTC shall

1.     Engage in public, community, and civic activities to publicize the benefits of running, jogging, and walking as a means of physical fitness;

2.     Sponsor and administer road races, track races, fun runs, lectures, seminars, camps, demonstrations, clinics, meetings and other events to further in keeping with these objectives;

3.     Work with other civic and charitable organizations to assist them in achieving their fundraising and educational goals through sponsoring or cosponsoring events such as those listed in the previous paragraph.

III.    Affiliation

A.    In furtherance of its Objectives, the CTC may affiliate from time to time with various national or regional organizations with similar or related objectives. The bylaws shall establish and define affiliations. The CTC recognizes only those affiliations listed in the bylaws.

B.    The CTC affiliates with the Road Runners Club of America.

IV.   Membership

A CTC member is anyone who has completed a current application for membership, has timely paid the appropriate dues, and remains in good standing. Members desiring continued membership shall annually pay dues required by the CTC, shall abide by these bylaws, and shall abide by the rules at all CTC events. In the event any CTC member fails to do so, the Board may take such action, as it deems appropriate.

V.    Government

A.    Board of Directors

1.     Positions

The management of the CTC shall vest in a Board of Directors consisting of twelve Directors and eight Officers. References to the "Board" shall mean the entire Board of Directors. References to "Directors" or "Officers" respectively shall include only the Officers or the Directors.

a)     Officers

The Officers of the CTC are as follows:

(1)   President

(2)   Vice President/President Elect

(3)   Vice President/Communications

(4)   Vice President/Membership

(5)   Vice President/Races & Equipment

(6)   Secretary

(7)   Treasurer

(8)   Past President

b)    Directors

The twelve Directors shall serve two-year, staggered terms.

2.     Duties

a)     Officers

(1)   President

(a)   Preside over meetings;

(b)   Execute the One-year plan for his or her term in office to the best of his or her ability;

(c)   Determine the agenda of all Regular, Special and Emergency Meetings of the CTC;

(d)   Represent the CTC in any affiliated organization;

(e)   Call any Special Meetings;

(f)    Appoint committees and committee chairs;

(g)   Cast tie-breaking votes on matters coming before the Board.

(2)   Vice President/President Elect

(a)   Assume duties of president in his or her absence;

(b)   Take specific assignments of duties from the President;

(c)   Assume the office of President in the event the President is unable or unwilling to complete his or her term;

(d)   Assume the office of President at the beginning of the fiscal year following the assumption of the office of Vice President/President Elect;

(e)   Serve as Co-chair of the Planning Committee.

(3)   Vice President/Communications

(a)   Serve as chair of the Communications Committee and coordinate the activities and responsibilities of Communications Committee to achieve CTC Objectives, through Jogging Around, the CTC website, and the weekly e-news;

(b)   Consult with the President as requested regarding the Communications Committee;

(c)   Carry out duties assigned to him or her by the President.

(4)   Vice President/Membership

(a)   Serve as chair of Membership Committee and coordinate the activities and responsibilities of the Membership Committee to achieve CTC objectives including growing and maintaining membership;

(b)   Consult with the President as requested regarding the Membership Committee;

(c)   Carry out duties assigned to him or her by the President.

(5)   Vice President/Races & Equipment

(a)   Serve as chair of the Races Committee and coordinate the activities and responsibilities of the Race Committee to achieve CTC objectives;

(b)   Consult with the President as requested regarding the Races Committee;

(c)   Carry out duties assigned to him or her by the President.

(6)   Secretary

(a)   Record minutes at all meetings;

(b)   Keep a file of all minutes;

(c)   Offer guidance on points of order and procedure during meetings;

(d)   Determine and decide issues of quorum;

(e)   Accept assignments of correspondence and keeping of records from the President.

(7)   Treasurer

(a)   Administer all financial duties, including but not limited to:

(i)     Regular financial reporting, including at least the following:

(a)   Income Statement;

(b)   Balance Sheet;

(c)   Outstanding Invoices;

(d)   Expenditures Detail;

(e)   Deposits Detail;

(ii)    Create special financial reports as requested by the President Board;

(iii)   Maintain check register and reconcile monthly;

(iv)  Payment of all obligations of the CTC;

(v)   Collection of all debts owed to CTC, including membership dues.

(b)   Maintain possession of the checkbook;

(c)   In cooperation with the Membership Committee, keep the official Membership list;

(d)   File a Form 990 with the IRS;

(e)   Present an appropriate operating budget to the Planning Committee for inclusion in each One-year Planning Report;

(f)    Ensure that all expenditures are valid and appropriate and shall set up and maintain a system to accomplish this goal.  At a minimum, the Treasurer is required to have some documented or verbal verification for all debts, obligations and expenditures of the CTC before paying them.  The purpose of this provision is to prohibit the payment of bills and other obligations without first verifying that the obligation is a valid obligation of the CTC.

(8)   Past President

(a)   Take specific assignments and duties from the President;

(b)   Serve as a member of the Planning Committee;

(c)   Serve as a member of the Nominating Committee;

(d)   Be available to advise the Officers and Directors.

b)    Directors

(1)   Ensure CTC funds are expended solely to meet CTC objectives as set forth in these bylaws;

(2)   Ensure Officers transact business in accordance with these bylaws and with CTC objectives as set forth in these bylaws;

(3)   Encourage active participation in the CTC by all members;

(4)   Serve on the committees set forth in these bylaws.

2.     Eligibility

a)     Generally

(1)   Officers and Board members must be CTC members in good standing;

(2)   No member who has served five consecutive years as either an Officer or a Director within the seven years preceding the Annual Meeting shall be eligible for election or appointment to any position unless there are no eligible CTC members willing to be candidates;

(3)   Except as provided for the Nominating and Election Committee, no member may simultaneously serve in any two positions under these bylaws;

(4)   No full-time paid employees may serve on the board, as it is a conflict of interest.

b)    Vice-President/President Elect

To be eligible as a candidate for the office of Vice President/President Elect, a member must have served within the last three years as an Officer or Director unless there are no eligible CTC members willing to be candidates.

3.     Failure to perform ? renumbered

a)     Removal of Officers

Any Officer may be removed from office for failure to perform the duties of office by a vote of two-thirds of the Directors;

b)    Removal of Directors

Any Director may be removed from office for failure to perform the duties of office by a vote of two-thirds of the Officers.

c)     Failure to attend Meetings

Failure to attend three or more consecutive Regular Board Meetings or attend any four Regular Board Meetings in any one-year period shall constitute failure to perform.  Any Officer or Director subject to such a presumption should consider voluntarily removing him or herself from office in order to allow a suitable replacement.

4.     Term of Office

a)     All Positions

(1)   The term of offices filled upon resignation or other failure to complete a regular term shall expire as if completed by the member elected to the position;

(2)   Officers and Directors members may succeed themselves once.

b)    Officers

All terms of office shall be one year extending from the end of the first Annual Meeting after the election to the end of the second Annual Meeting after the election.

c)     Directors

Directors shall serve staggered terms of two years with a panel of six elected each year. The term of office for each Director shall run from the end of the first Annual Meeting after election to the end of the third Annual Meeting after election.

5.     Vacancies

If any office becomes vacant prior to the end of the term of that office, the President shall nominate a qualified CTC member to hold the office until the next election or end of the term, whichever comes first. The Board shall appoint or reject the nominee by simple majority.

B.    Committees

1.     Nominating Committee

a)     Members

The Nominating Committee shall consist of the President and the Past President and three Members as elected by the membership to serve one-year terms.

b)    Responsibilities

(1)   Encourage eligible CTC members interested in holding office to run for office;

(2)   Solicit names of interested and eligible CTC members to run for office;

(3)   Nominate eligible CTC members as candidates for each position up for election;

(4)   To the extent possible, ensure that the CTC shall have more than one choice for each position;

(5)   Obtain permission from each potential candidate prior to nominating him or her;

(6)   Deliver a blank ballot to each member of the CTC no later than one-week prior to the Annual Meeting at which the election is to be held.

c)     Eligibility

No member of the Nominating Committee shall be eligible for nomination as a candidate for any office.

2.     Election Committee

An Election Committee consisting of the Secretary and an outgoing Director as appointed by the Board shall govern elections. If the Secretary is running for any position on the Board, the Board shall appoint another outgoing Director.  If there are not a sufficient number of outgoing Directors to fill the two positions, the Board shall appoint CTC members in good standing to complete the tasks of the Election Committee.  The Board shall designate one of the two members as Chair of the Election Committee.

3.     Standing Committees

Each Committee Chair shall be responsible for recruiting Committee members

a)     Communications Committee

The Communications Committee shall be responsible for communication of the CTC with its membership. The duties of the committee shall include the following:

(1)   Ensure the communication of CTC events, schedules, and actions to the members and friends of the CTC, and where appropriate, to the general public;

(2)   Regularly publish a newsletter for CTC members and friends;

(3)   Maintain a World Wide Web site containing information of interest to CTC members and friends;

(4)   Distribute direct mail and use such other means within its budget as deemed appropriate and necessary by the committee or the Board to accomplish the communication needs of the CTC;

(5)   The Newsletter may be used to notify the membership of any event, meeting or vote where these bylaws require notice to the membership.

b)    Membership Committee

The Membership Committee shall be responsible for all increasing or maintaining the membership of the CTC. The duties of the committee shall include the following:

(1)   Administer programs including making arrangements to ensure appropriate facilities and amenities to properly conduct meetings and social events; 

(2)   Administer all Regular Membership Meetings and other meetings as called by the President;

(3)   Administer all programs related to the Annual Meeting;

(4)   Administer any social events related to or independent of Membership Meetings.

(5)   Maintain applications for membership;

(6)   Annually update and publish the membership directory;

(7)   Contact all members via email, telephone, or mail and track contact of these members;

(8)   Conduct at least four programs a year to facilitate and retain membership, such as, Election Social, Banquet, etc.;

(9)   Proliferate the mission of the CTC to grow membership;

(10) Keep the official CTC membership list, in cooperation with the Secretary and Treasurer.

c)     Races & Equipment Committee

The Races Committee shall be responsible for all CTC races.  The duties of the committee shall include the following:

(1)   Prepare a one-year schedule of races, including race directors, for submission to the Planning Committee no later than the December Regular Board Meeting.

(2)   The committee shall conduct a Race Administration Orientation and Training Meeting each year. This meeting shall communicate to all race directors CTC race procedures, standards, and general use of equipment.;

(3)   Select and recruit all race directors who shall serve according to the following terms:

(a)   Only CTC members in good standing who have attended a Race Administration Orientation and Training Meeting may direct CTC races.

(b)   The Board may waive this requirement for any member who has successfully directed a CTC race prior to the adoption of this provision.

(c)   Each Race Director shall present a report to the to the Races committee for submission to the Board within 60 days after the completion of his or her event.

(4)    The chair of the Races & Equipment Committee shall not serve as a race director of any race during his or her term as Races & Equipment Committee Chair unless there is a need for a race director and there are no other individuals willing to be a race director.

(5)   Responsible for all equipment owned by CTC including the timing system.

(6)   Maintain a written inventory of all race equipment owned by the CTC;

(7)   Maintain all equipment in the CTC equipment inventory in good working order;

(8)   Ensure that each race director has access to needed equipment from the CTC inventory;

(9)   Monitor the borrowing or leasing of equipment for CTC events so as to make appropriate purchase recommendations to the Board;

(10) Procure equipment as approved and directed by the Board.

d)    Planning Committee

The Planning Committee shall develop goals and objectives for the CTC through consultation with each committee chair and Officers.

(1)   Chair

The Vice President/President Elect shall chair the Planning Committee and a Director appointed by the President.

(2)   Membership

In addition to the co-chairs, the Planning Committee shall include the Past President.  All Members interested in serving as a Director or Officer shall be encouraged to join the Planning Committee. To the extent reasonably possible, at the discretion of the co-chairs, the Planning Committee shall include all interested members.

(3)   Planning Reports

No later than the July Regular Board Meeting each year, the Planning Committee shall submit to the Board a three-year plan beginning with the following January. No later than the December Regular Board Meeting each year, the Planning Committee shall submit to the Board a one-year plan beginning with the following January. The one-year plan shall include a budget prepared in conjunction with the Treasurer and a race schedule prepared in conjunction with the Race Committee.

(4)   Composition and Action

Each planning report shall be submitted for the Board's review, comment and consideration. The Board may reject any provision of a planning report by a two-thirds vote. Any provision not rejected is accepted. Any rejected provision may be revised and submitted for approval at any subsequent Board Meeting. In devising these plans, the Planning Committee shall refer to the three previous three-year plans and the previous one-year plan.

4.     Other Committees

Other committees as appointed by the President shall exist through the end of the term of office of the President appointing the committee.  The President shall appoint chairs of other committees established by the President.

C.    Membership

The CTC will conduct appropriate business by vote of the membership at Regular and Special Membership Meetings. Regular Membership Meetings are open to the general public, but only CTC Members may make motions or vote.

D.    Elections

1.     Time

Officers and Directors, elected committee members, and any other elected positions shall be elected by a plurality of the ballots cast at the fall Regular Membership Meeting.

2.     Balloting

A plurality of the votes cast shall determine the winner or winners of each election.  Each CTC Member may cast one ballot. The member shall deliver the ballot to the Election Committee in one of the following manners:

a)     In person prior to the Meeting;

b)    In person during the Meeting as a part of the program of that meeting devoted to collecting the ballots;

c)     In a sealed envelope delivered by another member at the meeting.

VI.   Procedures

A.    Meetings

1.     In general

All meetings of the Board, Officers, Directors, Committees, the membership, or any other Regular or Special Meeting of or within the CTC shall be open to any CTC Member. Subject to rules of order and procedure and these bylaws, any CTC Member may bring forth any CTC business at any Regular Membership Meeting.

2.     Directors Meetings

Regular Directors Meetings shall be held on a quarterly basis. At the first meeting, the Directors shall elect a chair.

3.     Membership Meetings

The CTC will hold Regular Membership Meetings at least once each quarter. There shall be a Regular Membership Meeting in January and in November and at two other times as determined by the Board on the recommendation of the Membership Committee. The January Regular Membership Meeting shall be designated as the Annual Meeting. Other Regular Membership Meetings will be held as called by the President.

4.     The Annual Meeting

The Annual Meeting may include a banquet. The program at the Annual Meeting shall include the presentation of annual awards.  Officers and Directors elected in the previous election will assume office at the conclusion of the Annual Meeting.

5.     Board Meetings

The Board shall conduct Regular Board Meetings on a monthly basis as determined by the Board. The Secretary shall issue notices of Board Meetings in the CTC newsletter and in any other appropriate manner.  Any Member or invited guest may attend, but only members of the Board may make motions or vote.

6.     Special Meetings

a)     Definition

Special Meetings are any Meetings not regularly scheduled according to the provisions of these bylaws.

b)    Establishment

The President, and only the President, may call Special Meetings of the CTC, as he or she deems necessary and appropriate.

c)     Notice

Notice of Special Meetings shall be sufficient if made by mail delivered to the possession of the US Postal Service a week prior to the Special Meeting. Actual notice five days prior to a Special Meeting of the Board shall be deemed sufficient notice.  To conduct business at a Special Board Meeting, sufficient notice of the Meeting must be given to all Officers and Directors.  Before or after any Special Meeting, but not during the Meeting in question, the Board may waive all notice requirements (but not any quorum requirements) for any Special Meeting called by the President. Waiver of the notice requirements for Special Meetings shall terminate questions of the validity of any business conducted at any Special Meeting.

d)    Emergency Board Meetings

The President may in his or her discretion conduct Emergency Board Meetings by telephone, e-mail, facsimile, or in any other appropriate manner in order to address issues requiring immediate attention. Business conducted through such meetings shall be specific and narrow, addressing only those issues requiring immediate attention.

B.    Parliamentary procedure

Except as otherwise stated explicitly in these bylaws, procedures, as set forth in Robert's Rules of Order will govern the conduct of all CTC meetings. Each member participating will make every effort to appropriately discuss all issues within these rules.

C.    Quorum

1.     Presumptions

At all Membership Meetings, a quorum shall be presumed unless a quorum count is called. Any member may issue a call for a quorum count at any Meeting.

2.     Membership Meetings

A quorum for Regular and Special Membership Meetings shall consist of twice the number of elected positions plus one.

3.     Board Meetings

A quorum for Board Meetings shall consist of no fewer than five, at least one of which shall be either the President or the Vice President/President Elect.

D.    Bylaws

These bylaws may be amended only by a majority vote of the membership at the Annual Meeting after notice of the proposed bylaw change to the CTC members. Any CTC member may propose a bylaw change by submitting the proposed change to the Board no later than the December Board Meeting.  The Board must either endorse or oppose the proposed change, and the Board's position shall be included with the notice of the proposed bylaw change.

VII.  Finances

A.    Non-profit

The CTC is a non-profit organization. Dues, entry fees and other moneys received by the organization will be spent entirely for carrying out the stated purpose of the organization. No part of the net resources of the CTC shall inure to the benefit of any individual members as such.

B.    Dues

1.     Administration

The Treasurer shall collect dues from the members. Members shall pay dues as notified by the Treasurer. The Treasurer shall issue dues notices in June. Members failing to pay will be dropped.

2.     Dues Changes

Changes in the amount of annual dues shall be determined by two-thirds vote at a Regular Board Meeting and shall not be increased more than once in any two-year period. The Board may waive the dues, in part or in whole, of any CTC member who is not currently serving on the Board. Motions to change dues must be made and seconded at the Regular Board Meeting preceding the vote on the motion to change dues. Each Officer and Director shall receive notice from the Secretary of the pending motion to raise dues. Any Officer or Director unable to attend the vote on a motion to change dues may tender a written and signed vote or designation of proxy to the President prior to the vote. Neither motions nor votes to raise dues shall be valid at any Special Meeting.

C.    Treasury

1.     Accounting

The CTC will operate on a cash accounting basis.

2.     Expenditures

CTC funds shall be expended only in the furtherance of CTC Objectives as set forth in these bylaws. The CTC shall make no expenditure that completely depletes its funds. The CTC is prohibited from taking on debt. The Treasurer shall report all expenditures at each Regular Board Meeting.  Those making obligations on behalf of the CTC shall provide the Treasurer with the verification he or she requires to fulfill his or her obligations under these bylaws. The purpose of this provision is to ensure that bills received from third parties are valid obligations of the CTC. This provision shall construe with this objective in mind.

3.     Spending Limits

The President may authorize expenditures necessary for club business within spending limits without prior approval from the Directors. All expenditures above spending limits require approval of the Directors. At the first Regular Board Meeting each year, the Directors shall establish spending limits.

4.     Unauthorized Expenditures

If the President authorizes expenditure in violation of this provision, he or she may be personally liable to the extent of the excess. If any person spends money without proper authorization or beyond amounts authorized, he or she may be personally liable to the extent of the excess.

5.     Signatories

The signatures of the President, Vice President/President Elect, Treasurer or Bookkeeper shall be the exclusive authorized signatures for the disbursement of CTC funds.

D.    Fund Raising

The CTC may participate in fund-raising activities for purposes of funding itself or the civic activities of other organizations.

E.    Endowment Fund

1.     The Endowment Fund is established to create a perpetual investment and financial resource to support the mission of the CTC.

2.     The Endowment Fund will be known and referred to as "The Long Run ? the Endowment Fund of the Chattanooga Track Club', or simply "The Long Run".  The Fund will utilize the same Tan Identification number of the Club.

3.     Any individual or organization can make gift to The Long Run. Gifts to The Long Run can be made for any reason, including but not limited to gift of memorial, honorarium, or thanks.

4.     When a gift to The Long Run is received, the President of The Chattanooga Track Club will notify those (or a family member) who are honored, thanked or memorialized by the gift and by whom the donation was made.

5.     The donor of a gift to The Long Run will receive an acknowledgement letter of their gift from the President of the Chattanooga Track Club including information as to the tax-deductible status.

6.     A section of the ?Jogging Around" newsletter will maintain a permanent display of The Long Run that will include the purpose of the fund and a list of gifts made during the period (the donor and honoree's name will be listed unless otherwise requested, but not the amount of the gift). Once a year, following the installation of new Club officers, the outgoing chairman of The Endowment Committee will include an annual report of the Fund in this section of the newsletter. This report will include the previous year's balance, ending year balance, total gifts received and total disbursements made.

7.     The Long Run will be monitored and administered by the Endowment Committee, which will consist of the Club's Treasurer and a qualified board member, or officer who will serve as the chairman of the committee.

8.     Endowment Committee will be responsible for the investment and administration of the Fund?s assets. 

9.     The investment policy of The Long Run will initially be very general in nature, but will attempt adhere to the following guidelines:

a)     The expected annual rate of return will be a minimum of five percent annualized over a rolling three-year period.

b)    Assets will be invested in a no-load mutual fund.

c)     The mutual fund investment should maintain a below-average expense ratio, maintain a prudent asset allocation across the broad investment categories, exhibit acceptable risk/reward characteristics and achieve a rating of at least 3-star by Morningstar.

10.  It is expected that as The Long Run's assets increase the Investment Policy will be modified to meet the needs of the Club and the Fund.

11.  At the time of the annual report of The Long Run, up to five percent (5%) of the Fund may be transferred to the general operating fund of the Club to fund operations and programs in support of its mission. If so voted by a majority of the board a disbursement of a lesser amount is allowable depending upon the needs of the Club. A disbursement will not be made during any year the Fund fails to achieve an annualized return of at least five percent in the previous three-year period.

12.  With approval of at least two-thirds of the membership of the Club, finds in excess of the five percent annual limit may be transferred to the general operating fund of the Club. Such a transfer of funds shall be discouraged unless absolutely necessary for the continuation of the Club.

13.  In the unlikely event of dissolution of The Chattanooga Track Club, the Fund will be distributed in accordance with the bylaws.

VIII. Dissolution

In the event of dissolution of CTC, the funds in the treasury, after all creditors have been paid, shall go to the Road Runners Club of America or other 501(c).

 

Updated January 2010


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Chattanooga Track Club • PO Box 11241 • Chattanooga, TN 37401 • 423.842.6265