Bylaws of the Falmouth Track Club

As amended and accepted January 2014

ARTICLE I
NAME

The name of this club shall be THE FALMOUTH TRACK CLUB.

ARTICLE II
PURPOSE

The Falmouth Track Club is established to unite, organize, motivate and support runners and running. The Club is open to people interested in the sport of running.

ARTICLE III
PRINCPAL OFFICE

As of the adoption of these bylaws the mailing address is PO Box 699, West Falmouth MA 02574 and the physical address is 661D Main St. Falmouth, MA 02540. The Board of Directors may designate a different mailing and/or physical address by majority vote.

ARTICLE IV
MEMBERSHIP

Any person who is interested in the sport of running is eligible to become an active member of this Club with full privileges other than voting. An active member is defined as being a member in good standing with dues current. A voting member is an active member 16 years or older. Each voting member present at the Annual Meeting shall be entitled to one (1) vote in the affairs of the club of the Annual Meeting. Only two (2) members of a family membership can vote at the Annual Meeting.

ARTICLE V
DUES

The annual dues required for membership shall be determined by the vote of the Board of Directors at the first meeting of the last quarter. Any change in dues shall be made at this time or dues will remain the same as the previous year. Dues may be varied from year to year, but dues shall be the same for all active members.

ARTICLE VI
MEETINGS

A. Annual Meeting: There shall be an annual meeting of the Club during the month of January each year for the election of Board of Directors, receiving reports and the transaction of other business. Meetings shall be open to active members and notice of such meetings shall be issued by the Secretary and emailed to the last recorded address of each member at least Fourteen (14) days before the time appointed for the meeting.

B. Program and Budget Meeting At the First meeting after the annual meeting each year the Board will review, discuss and the annual program and budgets. At said meeting, a rough schedule of future meetings, events, dues, income from activities, and expenditures will be determined and voted on by the Board of Directors. Individual Race Directors and Event Chairpersons will present budgets to be approved by the Board of Directors.

C. The Board of Directors shall meet monthly at an open meeting. A summary of the minutes of this meeting, once accepted by the Board of Directors, shall be posted on the Falmouth Track Club website.

D. Order of Business: The Order of Business at the above mentioned meetings shall be determined by the President. Every effort will be made to email the proposed agenda to the membership prior to the meeting. It should include if needed the following items:
1. Call to Order
2. Reading of Minutes of previous meeting
3. Receiving communications
4. Reports of Officers
5. Unfinished business
6. New business
7. Adjournment

E. Quorum
1. A quorum of the Board of Directors shall be 50% minus one (1)
2. A quorum of the Membership at the Annual Meeting and Special Meetings of the membership shall be 5% of the voting members as of December 31st of the preceding year as defined by Article IV

ARTICLE VII
SPECIAL MEETINGS

Special meetings may be called by the President, by vote of the Board of Directors of the Club or on the written request of not less then Ten (10) members of the Club, and notice of such meetings shall be issued by the Secretary and emailed to the last recorded address of each member at least fourteen (14) days before the time appointed for the meeting.

ARTICLE VIII
BOARD OF DIRECTORS AND OTHER OFFICERS

A. Board of Directors: The Board of Directors of the Club shall be the President, Vice President, Secretary, Treasurer, Membership, Past President, Seagull 6 Race Director, Cape Cod Marathon Race Director; Main St. Mile Race Director, Friday Night 5 Director, Special Events Director, Running Coach, the Youth Programs Coordinator, the Race Timing/Course Measurement Director, the Webmaster, and a Member at Large. Director positions may be created or eliminated by a vote of the active members of the Club at the Annual Meeting.

B. Terms: The Board of Directors shall take office following their election at the Annual Meeting and shall serve for a term of One (1) year or until successors are duly elected. Members of the Board of Directors are eligible for re-election for additional terms. Vacancies in any office may be filled for the balance of the term thereof by appointment by the remaining directors, except as noted in Article VIII, B, 3 below.
1. Should a member of the Board of Directors be unable/unwilling to attend Board meetings on a regular basis, but still be willing to fulfill the duties of their positions the Board may appoint an active member to fill the vacated BOD position.
2. A member cannot hold two positions on the Board of Directors. Should this situation arise, the Board may appoint a member at large to fill one of the positions.
3. Contractually Bound Members of the Board: The term of office of Board members who are monetarily compensated for performance of their duties under the terms of a contract, such as the Cape Cod Marathon Director, shall be governed by their contract. Such contracts are developed, negotiated and approved by the majority of the Board.

C. The Board of Directors:
1. As duly elected representatives of the membership, the Board of Directors shall be empowered to make decisions, binding on the club.
2. Shall meet monthly at an agreed place and time.
3. Shall approve the budgets of the individual races, event directors and committees as well as approve the summary budget of the Falmouth Track Club.
4. Has the power and shall fill vacancies on the Board of Directors that occur between annual meetings by majority vote.
5. Shall vote on all requests for expenditures exceeding $200.00. This provision does not include funds expended by races and programs with approved annual budgets.

D. President: The President and all other officers shall have equal standing in the business of the Club. The President shall communicate to the Club such matters and make such suggestions as may, in his/her opinion, tend to promote the welfare and increase the usefulness of the Club, and shall perform such other duties as are necessarily incident to the office.

E. Vice President: The Vice President shall perform all of the duties of the President during the absence of the President as well as those duties assigned by the President.

F. Treasurer: The Treasurer shall keep an account of all monies received and expended for the use of the Club and shall oversee the disbursements authorized by the officers or such other persons as the voting Club members may prescribe through a recognized agent of the club hereinafter designated as Bookkeeper. The duties of bookkeeper may be performed by any qualified person selected by the Board of Directors.
1. The Treasurer shall supervise and assist the Bookkeeper. Following the direction of the Treasurer, the Bookkeeper shall make general ledger entries, organize and record invoices, create checks and perform any other bookkeeping duties as identified by the treasurer using an electronic program. All financial club records are available to voting club members on request. The Treasurer may also issue checks, but in such cases, the President will have sole signatory authority. If there exists a potential conflict of interest with the President having such signatory authority, the Board of Directors will designate another Officer to have check signing power.
2. All funds received shall be deposited by either the Treasurer or Bookkeeper in the bank or trust funds approved by the officers and membership, and he/she shall make a report at the Annual Meeting or when called upon by the other officers. Funds may be drawn only on the signature of the Treasurer, or, in his/her absence, the President and/or Vice-President.
3. The duties of the Treasurer under the approval of the membership may be delegated to another officer of the Club. The funds, books, and vouchers in his/her hands shall, with the exception of the confidential reports submitted by members, at all times be subject to verification and inspection by the elected officers of the Club.
4. The Treasurer shall file the Annual Report required by Commonwealth of Massachusetts and all other filings required to keep the Falmouth Track Club Corporation in good standing including its non-profit status.
5. The Treasurer shall also prepare and file all tax returns required by the Federal Government and Commonwealth of Massachusetts.
6. In the event that it shall be necessary by law to have a certified public accountant review the books of the club, the Treasurer shall recommend to the Board of Directors or the Club at its annual meeting a CPA to be hired for such purpose.
7. At the expiration of his/her term of office, the Treasurer shall deliver to his/her successor all books, money and other property of the Club.

G. Secretary: The administration and management of the Club shall be vested with the Secretary. He/she shall monitor the activities of the Club and perform such other duties as may be defined by the other officers. It shall be his/her duty:
1. To give notice by email of club meetings. Attend all meetings of the Club and make provisions for the keeping of a record of proceedings
2. To conduct correspondence and carry into execution all orders, votes and resolutions not otherwise committed.

H. Membership:
1. To maintain a list of the members of the Club
2. To establish machinery for the collection of dues and their payment to the Treasurer
3. To maintain email addresses of membership and work with Secretary to communicate to membership meetings and club notices

I. Coaching: The Falmouth Track Club coach shall conduct programs to assist members achieve their personal running goals.

J. Special Events Director:
1. The Special Events Director shall organize various activities to involve the running club as well as the community. Among these events may be Fun Runs, Team Events, as well as member involvement in outside races and activities.
2. The Special Events Director will communicate said activities to the members of the club.

K. FTC Race Timing and Course Measurement Director:
1. Director will recruit and train club volunteers to time races including proficiency with the equipment and timing software and to train club members in the proper techniques to measure road race courses.
2. Director will also be familiar with and maintain all related equipment owned by the club and be responsible for repairing and replacing equipment as necessary.
3. Director will negotiate contracts with customers and will schedule and put together crews to work jobs brought in.
4. Director will submit a budget annually outlining projected expenses and income.
5. Director will identify and train an assistant.

L. Youth Programs Director: The Youth Programs Director oversees and provides support for youth running programs sponsored by the club. He/she shall draft and present an annual budget for youth programs and report to the board on the progress of such programs.

M. Webmaster: The Webmaster will maintain the website. The website will be updated as needed. The Webmaster may establish a committee to assist with photos, content and general website information.

N. Race Directors: In general terms, a Race Director is responsible for all aspects of the overall management and success of the event, including presenting a budget and preparing a post-event report for the Board. In the case(s) where an event or race director is paid by the Club to perform his/her duties and is bound by the terms of a contract and a schedule of authorities, such instruments shall govern the relationship between the Race Director and the Board of Directors.

O. Member at Large: This position takes on duties not covered by other Directors including but not limited to, Race Fee Reimbursement administration, annual FTC high school scholarship program, Cape Cod Invitational Cup inter-club race event, etc.

P. Special Committees:
1. The Board of Directors may establish various committees to conduct business and expand the role of the Falmouth Track Club and these committees should report at the monthly meetings. Such committees might include publicity, newsletter, and scholarship for example.
2. Nominations Committee
a. The board of directors shall create a 3-member nomination committee at least 3 months before the annual meeting.
b. The committee will solicit a slate of candidates to be nominated and elected at the annual meeting. Any voting member who notifies the Nominating Committee of his or her desire to run for a position on the Board at least three (3) weeks prior to the Annual Meeting shall have his or her name included on the slate for that position.
c. The Board of Directors shall present to this committee suggested additional and or delete positions on the Board of Directors and/or race director or event positions.

Q. Conflicts of Interest: The Club recognizes that, at times, members of the Board of Directors will perform services for the club for which they will be financially compensated or other circumstances will exist which create a conflict of interest with a Director’s fiduciary responsibility to the club. Directors in such positions will not vote on matters for which a conflict exists and will recuse themselves as appropriate from deliberations of the Board or other club committees regarding such matters. Furthermore, it is the responsibility of any Director for which a conflict of interest exists to promptly and fully disclose to the Board of Directors in writing the nature of the conflict.

ARTICLE IX
ELECTIONS

The election of Board of Directors and Officers shall take place annually at the time and place of the regular annual meeting. Any voting member over the age of 16 shall be eligible for office. Candidates who receive a majority of votes so cast shall be elected, except as noted in Article VIII, B, 3 above.

ARTICLE X
MAIL VOTE

When, in the judgment of the Board of Directors, any question of particular importance shall arise, or when substantial funds are to be expended that have not been presented and voted upon at the Annual Meeting or a special meeting called for the purpose, such matters shall be put to a vote of the active members with or without a special meeting. The officers may choose to submit the matter to the membership in writing by email for a vote, and the question thus presented shall be determined by a majority of votes received by email within two (2) weeks after such submission to the members.

ARTICLE XI
AMENDMENTS

These Bylaws may be amended, repealed or altered, in whole or in part, by a majority vote of any duly organized meeting of the Club Membership. Voting on amendments may be determined by email vote, provided notice is given at least two weeks in advance of said meeting and votes shall be counted of those members voting in person or email.

ARTICLE XII
LIABILITIES

Nothing herein shall constitute members of the Club as partners for any purpose. No member, officer, agent or employee shall be liable for the acts for failure to act of any other member, officer, agent or employee of the Club. Nor shall any member, officer, agent, or employee be liable for his act or failure to act under these Bylaws, accepting only acts of omissions arising out of his willful misfeasance.

ARTICLE XIII
FUNDS

This Club is not intended as a profit-making club, nor is it founded with the expectation of making a profit.

ARTICLE XIV
INSIGNIA

The Board of Directors is responsible for developing and regulating the use of the Club’s logo, insignia, colors, badges and flags for the Club as it deems desirable.

ARTICLE XV
DISSOLUTION

The Club may be dissolved by the vote of two-thirds (2/3) majority of its active members. In the event of dissolution, the property of the Club shall be distributed as may be determined by a vote of the membership in the prescribed manner.