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

The principal office of the Club shall be the address of the current President. The Club may have such other offices as may from time to time be designated by its members or officers.

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 voting and other privileges. Each active member shall be entitled to one (1) vote in the affairs of the Club. An active member is defined as being a member in good standing and with all dues and fees current.

ARTICLE V
DUES

The annual dues required for membership shall be determined by the vote of the Board of Directors at the November meeting. 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 and other Committee Chairpersons, 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 mailed 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: There shall be an additional meeting of the Board of Directors each year, in February, for presentation of the annual program and budgets. At said meeting, a rough schedule of future meetings, events, dues 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 published in the Newsletter and on the Falmouth Track Club web site.

D. Order of Business: The Order of Business at the above mentioned meetings shall be as follows:
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 5 members
2. A quorum of the Membership shall be 5% of the active members as of December 31st of the preceding year, over 18 years of age

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 mailed 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, and a Member at Large. Director positions may be established and appointed by the active members of the Club at the annual meeting.

B. Terms: The Board of Directors and Committee Chairpersons shall take office following the vote at the January and shall serve for a term of One (1) year and until successors are duly elected. Board of Directors and Chairpersons are eligible for re-election for a second term. Vacancies in any office may be filed for the balance of the term thereof by appointment of the remaining directors.
1. Should a member of the Board of Directors be unable/unwilling to attend
Director Meetings on a regular basis, but still be willing to fulfill the duties of Race Director Etc., 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.

C. The Board of Directors:
1 As duly elected agents of the membership, the Board of Directors shall be empowered to make decisions, binding on the club between the annual and special meetings of the club.
2 The Board of Directors shall meet monthly at an agreed place and time.
3 A quorum for transacting business shall be fifty percent plus one.
4 The Board of Directors shall approve the budgets of the individual races, event directors and committees as well as approve the summary budget of the Falmouth Track Club and bring said budget to the membership for its approval.
5 Has the power and shall fill vacancies of the Committee Chairpersons and members of the Board of Directors that occur between annual meetings by majority vote.

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 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 make disbursements authorized by the officers or such other persons as the active Club members may prescribe.

1 All funds received shall be deposited by him/her in the bank or trust funds approved by the officers and membership, and he 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.
2 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 of the elected officers of the Club.
3 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.
4 The Treasurer shall also prepare and file all tax returns required by the Federal Government and Commonwealth of Massachusetts.
5 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.
6 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 direct 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 of and 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 keep 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 keep records as to any agents retained by the Club, and to take charge of and supervise the performance by them of their duties.

I. Coaching
1. The Falmouth Track Club coach shall conduct programs to assist members achieve their personal 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. Committees
1 The Board of Directors may establish various committees's to conduct and expand the role of the Falmouth Track Club.
i. Among these Committees are:
1. Web Site
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. Additional nominations may be made by the membership of the club from the floor.
c. The Board of Directors shall present to this committee suggested additional and/or deleted positions on the Board of Directors and/or race director or event positions.
3. Newsletter
4. Publicity Director
ii. Each Committee will give a report of their activities at the Monthly meeting

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 active member shall be eligible for office, and only active members shall be entitled to vote. Candidates who receive a majority of votes so cast shall be elected.

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 mail for a vote, and the question thus presented shall be determined by a majority of votes received by mail 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 mail 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 mail.

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 officers and membership may adopt 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.