Bylaws of the Knoxville Track and Field Club, Inc.
Amended December 2010
ARTICLE I. GENERAL
Section
1. Name
This organization is incorporated under the laws of the State of
Tennessee and shall be known as the Knoxville Track and Field Club, Inc.
Section
2. Purpose
The purpose of the Knoxville Track and Field Club (the Club), a
non-profit organization, is to promote physical fitness in the Knoxville area.
To achieve this purpose, the Club shall:
1. Promote health and well-being through
running and walking.
2. Promote athletic competition through road, trail, track
and cross-country races and other events.
3. Encourage and support youth and
adult athletic participation through events and instructional programs.
4.
Encourage volunteerism for KTC activities and in the greater Knoxville community.
5.
Support official's training for, and working with, organized athletic competitions.
6.
Serve the greater Knoxville population through community involvement and financial
initiatives.
ARTICLE II. MEMBERSHIP
Section 1. Eligibility
Any
person, family, association, or organization having an interest in the objectives
of the Club shall be eligible to apply for membership.
Section 2. Election
Application
for membership shall be in writing, on forms provided for that purpose, and signed
by the applicant. Any applicant shall become a member upon payment of membership
dues.
Section 3. Membership Dues
Membership dues shall be at
such rates as may be determined by the Board of Directors.
ARTICLE III. MEETINGS OF THE MEMBERSHIP
Section 1. Annual Meeting
There
shall be an annual meeting of the Club membership for the purpose of electing
directors, and to transact such other business as may be brought before the meeting.
Such annual meetings shall be held during the last quarter of each year. Notice
of the annual meeting to the membership shall be through the Club newsletter and
applicable internet sites not less than fifteen (15) days prior to the date of
such meeting. The notice will include the names of the nominees to be offered
by the nominating committee for directors and a notice of any changes in the by-laws
which are to be considered at that meeting. The notice will also include other
business to be conducted. Information on proxy voting shall be provided with any
such notice of all membership meetings and no proxy shall be valid unless signed
to an individual member or to the Board of Directors.
Section 2. Special
Meetings
Special meetings of the Club may be called by the President at
any time, or upon petition in writing of any twenty-five (25) members in good
standing. Notice of special meetings shall be provided electronically through
the Club's applicable internet sites and, to the extent electronic addresses are
reasonably available, emails to each member at least fifteen (15) days prior to
such meetings.
Section 3. Voting at the Annual Meeting/Special Meetings
At
all meetings of the membership, twenty-five (25) members in good standing in person
or by proxy shall constitute a quorum. Any action taken must be approved by a
majority of those present in person or by proxy when a quorum is present.
Section
4. Robert's Rules of Order
Robert's Rules of Order shall govern the conduct
of business at all meetings of the Club.
ARTICLE IV. BOARD OF DIRECTORS
Section
1. Composition
The Board of Directors shall be composed of not less than
thirteen(13) members (including officers of the Club), of whom approximately one
third shall be elected annually to serve for three (3) years or until their successors
are elected.
Section 2. Selection and Election of Directors
At
least thirty (30) days prior to the annual meeting, the President shall appoint
a nominating committee of at least three (3) and not more than five (5) members,
a majority of whom shall be members of the Board of Directors. The President shall
designate the chairman. The nominating committee shall present to the Boarda slate
of candidates to serve three (3) year terms to replace the Directors whose regular
terms are expiring.
Each candidate must be an active member in good standing
and must have agreed to accept the responsibilities of the office. All newly elected
Board members shall be seated as of the next regular meeting of the Board of Directors.
Retiring Board of Directors members shall continue to serve until the next regular
meeting of the Board of Directors.
Section 3. Vacancies
Vacancies
on the Board of Directors shall be filled as soon as practical after the vacancy
has occurred. Such person shall be nominated by the President and approved by
the Board and shall serve for the balance of the then current calendar year.
Section
4. Responsibilities
The government and policy-making responsibilities of
the Club shall be vested in the Board of Directors. The Board shall control its
property, be responsible for its finances, and direct its affairs. The Board may
adopt rules for conducting the business of the Club consistent with the by-laws
and charter of the Club. The Board, at its option, may cause an audit. They shall
meet at regular intervals at such time and place as will be determined by the
President. The Board of Directors may employ such compensated staff as it determines
including, without limitation, directors of various Club functions, and shall
determine the compensation and duties for such employment. The Board shall determine
from time to time who shall be the principal public spokesperson for the Club.
Section
5. Voting
A quorum at meetings of the Board of Directors shall consist
of a majority of the members of the Board of Directors. A majority vote of this
quorum who are present will rule at all regular and special Board meetings. Votes
for the principal compensated staff positions of the Club shall require a majority
vote of the quorum which is present at two (2) consecutive regular and/or special
Board meetings.
Section 6. Removal of Directors
Any Director
may be removed from office for failure to perform the duties of the office by
a vote of two-thirds of the Directors at any time. The failure of a Director to
attend three or more consecutive regular Board of Directors meetings or to attend
at least four regular Board of Directors meetings during any one calendar year
period shall constitute failure to perform said duties. Any Director subject to
such presumption should consider voluntarily resigning as Director so that a replacement
can be found more expeditiously.
Section 7. Electronic Attendance of
Meetings
All directors may participate in a regular or special meeting
by, or conduct the meeting through the use of, any means of communication by which
all directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by such means is deemed to be present in
person at the meeting.
ARTICLE V. OFFICERS
Section 1. Officers
The
Nominating Committee shall nominate a President, Vice-President, Treasurer and
Secretary of the Club for the consideration of the Board of Directors. The Board
of Directors shall elect individuals to fill said positions not later than December
31 of each calendar year. These officers shall serve for a term of two (2) years
or until their successors are elected provided, however, that any of such officers
may be removed by the Board of Directors at any time in their discretion.
Section
2. Duties of Officers
President: The President shall be chief executive
officer of the Club and shall, in general, supervise and control all the affairs
of the Club. He or she shall preside at all meetings of the membership, Board
of Directors, and Executive Committee. The President shall assign to the officers
specific responsibilities and shall determine all committee chairpersons and committee
members and their duties as specified in Article VI. He or she shall work closely
with the Directors. The President shall place into operation such policies as
shall be decided upon by the Board of Directors and communicated to the President.
Vice-President:
The Vice President shall assume the duties of the President and exercise all the
powers of the President in his or her absence or disability.
Treasurer: The
Treasurer shall be responsible for the safeguarding of all funds received by the
Club and for their proper disbursement. Such funds shall be kept on deposit in
a financial institution approved by the Board of Directors. The Treasurer shall
cause a financial report to be made to the Board of Directors at each Board meeting.
Secretary:
The Secretary shall perform such duties as assigned. He or she shall serve as
secretary to the Board and prepare notices and minutes of the meetings of the
Board of Directors.
Section 3. Bonding
The President, the Treasurer,
and such compensated staff and such other individuals as the Board of Directors
designates shall be bonded by a sufficient fidelity bond in an amount set by the
Board.
Section 4. Indemnification
Any officer/director or
his/her executor or administrator shall be entitled to indemnification in accordance
with 48-58-502 through 48-58-509 of the Tennessee Nonprofit Corporation Act.
ARTICLE
VI. COMMITTEES
Section 1. Appointment and Authority
The President
shall appoint all committees. He or she may approve such ad hoc committees and
their chairpersons as he or she deems necessary to carry out the programs of the
Club. Committee appointments shall be at the will and pleasure of the President
and in no event exceed the term of the appointing President. Those members of
a committee present at the meetings of that committee shall constitute a quorum.
Section
2. Limitation of Authority
No committee action outside the approved budget
allocations shall be binding upon the Club unless it has been approved by the
Board of Directors.
Section 3. Executive Committee
The Executive
Committee shall lend expertise and experience to the Board of Directors and shall
have the authority to act for the Board of Directors when called upon by the President
when the Board of Directors is not in session. Actions by this committee shall
be accountable to the Board of Directors. It shall be composed of the President,
Vice- President, Treasurer, and such other Directors as appointed by the President
and approved by the Board of Directors. The President shall serve as chairman.
A quorum of four (4) members shall be necessary to conduct business.
ARTICLE
VII. FINANCES
Section 1. Funds
All money paid to the Club
shall be placed in accounts as deemed necessary by the Board of Directors.
Section
2. Disbursements
The Treasurer is authorized to make disbursements on accounts
and expenses provided for in the budget without additional approval of the Board
of Directors. Disbursements shall be by check and signed by the Treasurer, the
President and/or such Directors or compensated staff as specified by the Board
of Directors. Any special funds raised and approved by the Board of Directors
shall be disbursed in accordance with the same procedures controlling the Club's
operations funds. No part of the net earnings of the Club shall inure to the benefit
of its individuals.
Section 3. Fiscal Year
The fiscal year of
the Club shall be determined by the Board of Directors.
Section 4. Budget
The
Club shall use its funds only to accomplish the objectives and purposes specified
in the Charter. All proposed budgets are to be presented to the budget committee
for approval before being voted on by the Board of Directors.
Section
5. Dissolution
In the event of dissolution of the Club, funds in the treasury,
after all creditors have been paid, shall go to the Road Runners Club of America
(RRCA) or other 501 (c) (3) non profit organizations as determined by the Board
of Directors.
ARTICLE VIII. AMENDMENTS
Section 1. Bylaws
These
by-laws may be amended by a majority vote of the membership in person or by proxy
at any regular or special meeting of the membership at which a quorum is present
provided a summary of the proposed amendment has been included in the applicable
notice of the meeting.