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
5. Support official's training for, and working with, organized athletic
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
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. The Board of Directors may establish an optional method for members to cast their vote by an electronic method. If so established, such members using the optional electronic method shall count as present for quorum purposes.
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 Board a 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.
Section 8. Term Limits
Board membership is limited to two consecutive terms by vote from the membership with the exception of board officer appointment.
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
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
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.