Bylaws of the New Orleans Track Club Article I - Name (Amended June7, 2010JMarch 19, 2010une 22, 2005) This organization shall be known as the New Orleans Track Club, Inc.. Article II - Objectives The objectives of this organization shall be: 1. To promote health and fitness through running and walkingroad race events both as a competitive sport and as one of the best athletic activities for achieving physical fitness. In furtherance of this purpose, this organization may engage in any activity not prohibited for charitable organizations qualified as tax-exempt pursuant to Section 501(c)(3) of the Internal Revenue Code, including but not limited to conducting road and track races, fun runs, and social runs; sponsoring lectures and demonstrations; publicizing the benefits of running and racewalking; publishing books, magazines, and newsletters; hosting social events; making awards; and generally coordinating activities with any other agency or entity which shares or endorses this purpose. 2. To adhere to the objectives of the Road Runners Club of America. Article III - Nonprofit Status This organization was incorporated as a not-for-profit organization by the State of Louisiana in 1972. Article IV - Tax Exempt Requirements 1. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. 1.2.No part of the net income of the organization shall inure to the benefit of or be distributable to its directors, officers, members, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives set forth in Article II. 2.3.No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
3.4.Notwithstanding any other provision of these Articles, the organization shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, and to which contributors are then deductible under Section 170(c)(2) of such Code. Article V - Affiliation The Executive BoardCommittee of this organization shall consider and act to affiliate this organization with national organizations and other bodies when it is deemed to be in the best interest of the organization membership to further the purposes and objectives set forth in Article II. Article VI - Membership 1. The members of this organization shall consist of all persons who are in acceptance with the objectives of the Road Runners Club of America regardless of age, race, or sex. 2. Membership shall be for one year upon receipt of application and dues as stated in Article VII. 3. All Past Presidents of the New Orleans Track Club, Inc. shall be honorary members of this organization with a free lifetime membership. 4. The Membership Plan shall consist of Individual; Family (couple or parent with children, age 201720 and under, living in the same household); Senior (age 60 and over); Youths (age 201720 and under); Active Military. Article VII - Dues 1. Membership dues are due annually. Dues will be set by the Board of Directors. Members shall be notified of renewals thirty days before expiration. Individual Membership - $325.00; Family Membership - $430.00; Seniors (60 and over) - $2015.00; Youths (1720 and under) - $2015.00; Active Military - $30.00. 2. To qualify for membership and eligibility of benefits of this Club, dues must be paid. Article VIII - Officers 1. The officers of this Club shall be: o President o Vice-President o Recording/Corresponding Secretary o Treasurer 2. The elected Officers and Immediate Past President shall constitute the Executive Board. 3. Starting in 2012, oonly those members who have served at least two yearsone year on the Board of Directors in the previous sixfive years shall be eligible to hold the office of President.
4. All officers shall be elected at the June meeting every year by a majority vote of the members present and voting. It is understood and provided for that members will be allowed to vote through written proxies and will be considered "present" for such purposes. The proxy process will be directed by the Board, and allall proxies will be subject to verification by the Board. 5. The term of office shall be twoone years or until their successors have been elected. Article IX - Duties of Officers 1. The President shall preside at all meetings; shall be a member ex-officio of all committees; shall appoint the chairmen of standing committees; shall create or eliminate committees he/she deems necessary to promote the welfare of the Club with the approval of a majority of voting Board Members; shall have the authority to appoint any active member to fill a vacancy in office until the next election of Board Membersend of the unexpired term with the approval of a majority of voting Board Membersthe Executive Board; shall have the authority to remove an elected or appointed board member when a situation deems necessary due to just causes with the approval of a majority of voting Board Membersthe Executive Board; authorize all disbursements from the Club's treasury; and shall perform such duties as are incumbent on this office. 2. The Vice-President shall assume the duties of the President in his/her absence, resignation, or death. He/she shall assist and encourage the President in the discharge of Club duties; assist at races where needed; shall serve on the Marathon Planning Committee; and assume the duties of the Membership Chairman. 3. The Recording/Corresponding Secretary shall record and keep accurate minutes of all meetings of the Club and send a copy of these minutes to the Board of Directors, in a timely manner, prior to the next meeting; he/she shall notify the Board of Directors of board meetings, regular meetings, and special meetings; and shall handle correspondence as deemed necessary by the Board of Directors. 4. The Treasurer shall oversee the receipt and deposit of all Club funds to the proper accounts and oversee payment of all Club bills; shall oversee the proper recording of all transactions to the financial statements; shall prepare and insure the accuracy of the monthly financial statements; shall present consolidated and race specific financial statements to the Board of Directors at each board meeting; shall give an annual report; and shall prepare an annual budget, with the assistance of the President, Immediate Past President, Vice-President, and Executive Race Director, or designated NOTC administrativeor staff to be presented at the MayAugust board meeting. The Treasurer shall be responsible for making the necessary arrangements for check signing signatures: President, Vice-President, and Treasurer.. Checks are to be signed by the President and Treasurer; however, the Vice-President can sign when the President or Treasurer are not available for a period of one week or more.
4.5.The Immediate Past President may serve for one term in an advisory position. This exofficio position will receive the same privileges of an appointed Board Member. Formatted: Justified, Indent: Left: 1", Right: 1", Space Before: Auto, After: Auto Article X - Board of Directors 1. The Board of Directors shall consist of all officers, immediate Past President, seven elected Members-At-Large (to be elected in a manner similar to officers), and appointed Board Members. Term of office shall be for two years. The President shall preside over the Board of Directors. 1.2.The Board sshall serve for two year staggered terms and shall be elected as follows:. A. For the year 2010-2011, tthe President, Vice-President, Secretary and Treasurer will be elected in even numbered years. Two additional at large Board Members will be elected in even yearsfor two year terms. The Vice-President and Secretary will be elected for one year terms. There will be an election of four at large voting Board Members for two year terms. There will also be an election of three at large voting Board Members for a one year term. B. For the year 2010 only, all at large Board members' positions will be up for election. The two individuals with the most votes will have first option to serve for two years in the at large positions described in paragraph A above. The remaining five at large Board positions will be elected for only one year. Then, in 2011, these five positions will be up for re-election for two year terms during odd years.1-2012, the Vice-President and Secretary will be elected for two year terms. The three expiring one year terms for voting Board Members will be up for election for two year terms. C. Starting with year 2010, consecutive years of service on the Board cannot exceed eight years. After eight years, there is a mandatory period of time off the Board for at leastse two years before an individual is again eligible to serve on the Board.For the year 2012-2013, all expiring Board positions will be elected for two year terms. D. Removal from office. As determined by a two-thirds vote of the other Board Members, an officer can be removed from office for: a) Missing three consecutive regular Board meetings without an excuse approved by two-thirds of the Board;
b) Illegal or unlawful activity; or c) Not carrying out or fulfilling the duties of the Board position. 2.3.Standing Committees: Editor of Footprints, Finish Line, Public Relations, Race Day Registration, Results/Scoring, Race Site/Safety, Race Walking, Race Course, Grand Prix, Volunteers, Awards, Merchandise, T-Shirt Distribution. The President shall appoint the chairmen of standing committees and shall have the authority to create or eliminate committees he/she deems necessary. Term of office shall be for one year. 3.4.Seven elected Members-At-Large shall assume the duties of a standing committee. The President shall also have the power to appoint any of the elected Board Members or a non-elected, non-voting club member to serve as chairman or a member of these standing committees appoint board members for the remaining standing committees. Any nonelected club member who is appointed under this provision will be considered a nonvoting Board Member and Appointed Board Members receive the same privileges as the officers and members-at-large but do not have voting privileges at board meetings. Term of office shall be for one year. 4.5.The Voting Board of Directors shall approve all recommendations of active members to fill a Board vacancy; advise the President upon his/her request on any Club business matters; approve the annual budget; approve any unbudgeted extraordinary expenses in excess of $250.00; attend Scheduling Meetings, approve the Club's race schedule and scheduling changes as developed in the Scheduling Meetings; attend the scheduled Board Meetings each month; attend the Marathon Planning Meetings; attend the General Meetings; and assume the duties of any appointment to a his/her committee; review and approve all contracts, licensing agreements, liaisons and coordinators for the Mardi Gras Marathon. 5.6.The individual Board Member shall receive the following privileges: Individual/Family membership; free race entry; reimbursement for parking and out of town incurred expenses on Club business with approval by the Board of Directors; and Club merchandise discounts. 6.7.All resignations of officers, Board members-at-large, and appointed board members must be submitted to the President and in writing (not email). The president shall have the authority to appoint any active member to fill a vacancy in office until the end of the unexpired term with the approval of the votingexecutive Board. The appointed member filling a vacancy, in an elected position, shall have voting privileges at board meetings. 7.8.No member of the Board of Directors shall conduct or work other races that are in conflict with the New Orleans Track Club races and annually must complete the an applicable form prescribed by anythe conflict of interest policy. 8.9.All requests for the use of any New Orleans Track Club equipment must be submitted in writing for Board approval. Only charitable organizations such as churches, schools, etc. will be considered. All parties will be responsible for loss or damage as noted in the written agreement. 9.10. All elected and appointed Board of Directors shall submit a committee report summarizing their activities, from the beginning to the end of the term, and turn it over to
the President following the elections at the first scheduled board meeting for outgoing and incoming Board of Directors. 11. All Board Members will comply with the provisions of the note's any conflicts of interest policy enacted by the Board. 10.12. The Board shall have the power to appoint and/or employ any staff deemed necessary by the Board.The NOTC Administration shall consist of the Executive Race Director and Administrative Assistant and other staff approved by the Board of Directors. The Executive Race Director and Administrative Assistant receive the same privileges as the Board of Directors but do not have voting privileges and only serve in an advisory position. The Executive Race Director shall work under contract approved by the Board of Directors; the Administrative Assistant shall be paid a fee for services, as feesalary approved by the Board of Directors. 11.13. Contract and temporary help, hired to assist with New Orleans Track Club administrative work, and, the payment, thereof, must have Board approval. All contracts, including for road races, must be reviewed by Board Members and signed by the President and one other executive Committee member. However, when the President is not available, he(she) may designate in writing another officer. 14. It is understood that any and all board members and employees of the NOTC are subject to a criminal background check. If such criminal background check shows evidence of a felony conviction or crime involving moral turpitude, the board member or employee is subject to expulsion from the board by a majority vote of the remaining board members. Article XI - Nominations and Elections 1. The President shall solicit a volunteer from the Board to be appoint the Chairman of the Nominating Committee. The Nominating Committee Chairman shall be approved by the Board Members. A Nominating Committee shall be recommended for Board Member review and approval appointed by the Nominations Chairman at the March board meeting; it shall consist of two (2) members from the Board of Directors and four (4) from the General Membership. The Nominations Chairman and members of the Nominating Committee shall secure nominations and present a ballot for the elections. 2. Nominations from the general membership must be submitted in writing to the Nominating Committee five days prior to the election meeting. The nominating committee will be instructed to present a slate of candidates for Office and Members-At- Large at the June meeting who will be voted on at that time. All nominees must be current members of the New Orleans Track Club, Inc. 3. Nominations may be made from the floor at the election meeting provided the persons suggested for office have given their consent and are current members of the New Orleans Track Club, Inc. 4. Elections shall be by ballot. All dues must be paid for the current year and no later than five (5) days prior to the election to have voting privileges. A signature from each member is required at the meeting to confirm current membership status, receive one ballot, and have one vote which must be cast in person or by written proxy. Any proxy must be handwritten and signed by the individual giving it, and it must specifically designate to whom the proxy is being given. A current membership list must be
submitted to the Nominations Chairman five (5) days prior to the election but can be updated at the meeting. 5. The Nominating Committee shall conduct all business related to nominations and elections; not limited to, but, including: signing in members, handing out ballots, tabulating votes, and accepting ballots of members who must leave before the general assembly vote. No campaigning is allowed by the Nominating Committee during the process of the election. 6. Nominating Committee members accepting a nomination for election will be dismissed from the duties as stated in Article XI, Section 5. Additional tellers shall be appointed by the Chairman, if deemed necessary, to assist in the election process. 7. The President shall recommend an Election Vote Tabulation Committee Chairman to coordinate tabulation of votes for the Board Member election, for approval of the Board Members. The approved chairman will utilize? as many assistants as necessary, to facilitate the count of the election ballots; the assistants shall be approved by the Board. Article XII - Special Committees 1.AThe Mardi Gras Marathon Executive Committee shall consist of the Mardi Gras Marathon Executive Race Director, NOTC Executive Race Director, President, Vice President, and two elected board members appointed by the President designated and NOTC administrative staff. This Committee shall coordinate with the contractor/license assignee to fulfill the NOTC's obligations with the contractor/license assignee arrange and handle all aspects of the Club's annual Mardi Gras Marathon; develop the Mardi Gras Marathon budget, the marathon course, and the marathon sponsor with the approval of the Board of Directors and communicate planning progress for the Mardi Gras Marathon voting monthly. All related contracts must be approved in advance by the voting Board. 2.The Mardi Gras Marathon Executive Committee shall represent the New Orleans Track Club whenever deemed necessary and shall report all information to the Board of Directors for approval. 3.The Marathon Planning Committee shall consist of the Mardi Gras Marathon Executive Race Director, the New Orleans Track Club Executive Race Director, the Board of Directors and selected Club members. This Committee shall assist in the planning of the production of the Mardi Gras Marathon with ideas, suggestions, and reports; and shall be assigned designated work areas. Article XIII (A) Meetings 1. General Membership Meetings shall be held two times during the year. The time and place will be determined by the President. Notice of a general meeting must be given to all members ten days prior to the meeting. 2. Board Meetings shall be held on the second Monday of each month. Board Members must notify the President of an absence, and, if pertinent to the agenda, submit a report on his/her committee.
3. Special meetings may be called by the President whenever the occasion demands; however a quorum of voting Board Members to conduct and/or approve newot business. 4.Scheduling Meetings shall be held two times a year, in July and January, to develop a racing schedule, suggestions for awards and prizes, and locations for the calendar year. The Executive Race Director shall preside over this meeting with attendance by the President, Vice-President, and three members-at-large appointed by the President. All Board Members and administrative staff are encouraged to attend. The race schedule and any changes must be approved by the Board of Directors. 5.4.Mardi Gras Marathon Planning Planning Meetings shall be held as determined by the Vice-President, the Mardi Gras Marathon Coordinator/Race Director, or as requested by a majority of voting Board Members.Executive Race Director. The Marathon Planning Committee shall be notified of the day, time, and place. (B) Order of Business Call to Order Approval of the Minutes Correspondence Treasurer's Report Reports of the Executive Board Executive Race Director's Report Reports of Standing Committees Reports of Special Committees Unfinished Business New Business Adjournment Article XIIV I- Quorum 1. A majority vote of the members present and voting shall be in order at general membership meetings and special meetings. 2. Six elected members of the board shall constitute a quorum for board meetings. The president may cast only a deciding vote. Article XIV - Amendments These Bylaws can be amended by any general or special meeting called for that purpose, by a majority vote of the members present and voting, provided written notice of such proposed amendments be presented not less than ten days preceding the meeting. Article XVI - Parliamentary Authority 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt.
2. A Bylaws Revision Committee, appointed by the President, shall study and make any necessary recommendations and revisions; it shall be presented to the Board of Directors for advice and recommendations prior to bringing it before the membership for a vote; and shall be conducted every five years from the date of these revised bylaws. Article XVII - Dissolution Upon the dissolution of the organization or the winding up of its affairs, after all creditors have been paid, the assets of the organization shall be distributed exclusively for charitable or educational purposes or to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code on 1986, and to which contributions are then deductible under Section 170(c)(2) of such Code.