Chattanooga Track Club: Club Info

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; and

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/Races & Equipment

(4) Vice President/Communications

(5) Vice President/Membership

(5) Secretary

(6) Treasurer

(7) Past President

b) Directors

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

2. Duties

a) Officers

(1) President

The duties of the President are as follows:

(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;

(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

The duties of the Vice President/President Elect are as follows:

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

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

(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/Races & Equipment

The duties of the Vice President/Races & Equipment are as follows:

(a) Coordinate the activities and responsibilities of the Race Committee and the Equipment Committee to achieve CTC Objectives;

(b) To consult with the President as requested regarding the chair of the Races Committee and the Equipment Committee.

(4) Vice President/Programs & Communications

The duties of Vice President/Programs & Communications are as follows:

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

(b) To consult with the President as requested regarding the the Communications Committee.

(5) Vice President/Membership

The duties of the Vice-President are as follows:

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

(d) Proliferate the mission of the CTC to grow membership.

(6) Secretary

The duties of the Secretary are as follows:

(a) Record Minutes at all Meetings;

(b) Keep a file of all Minutes;

(d) Determine and decide issues of quorum;

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

(7) Treasurer

The duties of the Treasurer are as follows:

(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;

(d) Expenditures Detail;

(e) Deposits Detail;

(ii) Special financial reports as requested by the president or 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;

(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) The Treasurer shall be responsible for ensuring 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

The duties of the Past President are as follows:

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

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

(d) To be available to advise the Officers and Directors.

9) Directors

(1) The Directors shall be charged generally with the following responsibilities:

(a) ensuring that CTC funds are expended solely to meet CTC Objectives as set forth in these by-laws;

(b) ensuring that the Officers transact business in accordance with these by-laws and with CTC Objectives as set forth in these by-laws;

(2) Committee Chairs

(a) Term and Appointment

The President shall appoint each Director to chair one of six Standing Committees. The term of the chairmanship shall be one year. At the end of the one-year term, a Director who returns to office has the discretion to retain the chair of the Standing Committee on which they served the previous year.

In order to facilitate planning nominations, a Director who intends not to retain the chair of his or her current Standing Committee shall inform the Vice President/President Elect as early as possible.

3. 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.

(3) Except as provided for the Nominating and Election Committee, no Member may simultaneously serve in any two positions under these by-laws.

(4) No full-time paid employees may serve on the board, as its 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.

4. Failure to perform

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 to 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 himself or herself from office in order to allow a suitable replacement.

5. 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 three 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.

6. 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 the 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

The Nominating Committee has the following 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; and

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

c) 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 is 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

a) In general

Each Committee Chair shall be responsible for recruiting Committee members. Each chair shall submit to the appropriate Vice President a Committee roster no later than the February Regular Meeting each year.

b) Races 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 Director chairing the Races Committee shall not serve as a race director of any race during his or her term as Races Committee Chair.

c) Equipment Committee

The Equipment Committee shall be responsible for all equipment owned by the CTC. The duties of the Committee shall include the following:

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

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

(3) Coordinate with the Races Committee to ensure that each race director has access to needed equipment from the CTC inventory;

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

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

d) 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 by-laws require notice to the Membership.

e) Programs Committee

The Programs Committee shall be responsible for administration of non-race programs conducted by the CTC. Administration of programs includes making arrangements to ensure appropriate facilities and amenities to properly conduct Meetings and social events. The duties of the Committee shall include the following:

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

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

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

f) 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) Maintain applications for Membership;

(2) Annually update and publish the Membership directory.

g) Planning Committee

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

(1) Chair

The Planning Committee shall be chaired by the Vice President/President Elect 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.

5. Committee Chairs

a) Each Director shall chair a Standing Committee as set forth in the description of the duties of the Directors.

b) The Director appointed to chair the Planning Committee shall serve as co-chair with the Vice President/President Elect. If possible, the President shall appoint a Director who has completed at least one year within the previous five as an Officer or Director.

c) 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 by-laws, 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 Programs 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 By-laws.

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 a 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 by-laws. 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 By-laws. The purpose of this provision is to ensure that bills received from third parties are valid obligations of the CTC. This provision shall construed 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 Treasurer, President, or Vice President/President Elect, 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.

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 2008

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