Section 1. Application for Membership
Each candidate for admission to this Organization shall submit an application on a form authorized by the Executive Board of this Organization. Any person who wishes to join this Organization can do so via the approved member registration method. No person shall be denied membership on the basis of race, color, religion, sex, national origin, or disability.
Section 2. Fees and Dues
The Executive Board shall establish rates for membership dues and for all special services, and shall assign annual dues to be paid by members in each category of membership. Applicants for membership may be required to submit an application fee as established by the Executive Board. Upon admission to this Organization, payment of annual dues will be required. Application fees and annual dues may be revised from time to time by the Executive Board, as it deems necessary for the welfare and benefit of this Organization.
OFFICERS AND DIRECTORS
Section 1. Designation
The Officers of this Organization shall be the following: President, Vice President, Secretary, Treasurer, and Immediate Past President.
Section 2. Eligibility
Only active members shall be eligible to hold the elected offices in the Organization.
Section 3. President
The President shall be the chief executive officer of this Organization. The President shall preside at all meetings of the membership and serve as chair of the Executive Board. The President shall appoint the members of all committees within the limits prescribed in the Constitution and Bylaws, and shall serve as a member ex officio of all Organization committees. In the absence of the Treasurer, the President shall pay monies duly authorized by this Organization or the Executive Board. The President, as chair of the Executive Board, shall enforce the laws and execute the will of the Organization, and shall perform all such other duties as are properly required by the Executive Board. The President shall have sufficient engagement with the Club, as deemed acceptable by the majority of the Executive Board.
Section 4. Vice President
The Vice President shall in the absence or disability of the President, or at the President’s request, perform the duties and exercise and powers of the President. The Vice President shall act as chair of the Program Committee at all membership meetings of the Organization, and shall perform all such other duties as are properly required by the Executive Board. The Vice President shall assume the office of the President in the event of a vacancy in that office for any cause.
Section 5. Secretary
The Secretary shall be responsible for recording the actions of the Executive Board, and keeping the minutes of all business meetings of this Organization.
Section 6. Treasurer
The Treasurer shall generally supervise the custody and care of the assets and monies of this Organization, entering into the books of the Organization an accurate and full account of all monies received by or paid on account of this Organization. The Treasurer shall present a financial statement to the Executive Board whenever so requested, and shall chair the Finance Committee. The Treasurer, upon ceasing to hold office, shall surrender to the Executive Board all monies, goods and other property under the Treasurer’s control. The Treasurer shall perform all such other duties as are properly required by the Executive Board.
Section 7. Immediate Past President
The Immediate Past President of this Organization will serve as an officer of the Organization for the year immediately following his or her term as President.
Section 8. Directors
Up to twelve (12) Directors, elected by the Membership to two-year, staggered terms shall function in a judicial and advisory capacity to the Officers of this Organization. They shall perform all such duties as are properly required of them by the Executive Board. The number and function of each Director may vary from year to year as determined by majority vote of the Executive Board.
Section 9. Honorary Directors
Each Past President of this Organization shall automatically become an Honorary Director at such time that he or she no longer serves on the Executive Board and still remains an Active Member of the Organization. Each Past President shall be an ex officio member of the Executive Board, entitled to attend its meetings and participate in its discussions; he or she shall not, however, be entitled to vote on any issues before the Executive Board at its meetings. The Term of Honorary Director will extend for life unless revoked for cause by a majority vote of the entire Executive Board.
Section 10. Terms of Office
Each Officer shall serve a one year term, and may be re-elected for an indefinite number of terms. Each director shall serve a two year staggered term. Up to six (6) Directors will be elected each year. Directors may be elected to consecutive terms. Each Officer and Director shall hold office until his or her successor has been duly elected and qualified. Terms of office excepting as provided herein shall run concurrent with the fiscal year of the Organization.
Section 11. Election
a. Except as otherwise provided by law or these bylaws, Officers and Directors shall be elected from among current members of this Organization. A list of candidates will be sent to all qualified members in good standing prior to the annual business meeting of the Organization. Said election shall be held at said annual business meeting. In the event of a tie vote, the Executive Board, as a whole shall cast one (1) deciding ballot. Candidates for election shall be designated by a Nominating Committee appointed by the President of this Organization.
b. The Nominating Committee will accept candidates for office, after doing due diligence on the candidates, until four (4) weeks prior to the February Membership meeting. The Executive Board will approve the nominations and the nominations will be published in the Organization newsletter or by other suitable means at least one (1) month prior to the February Membership meeting. Members will vote for candidates at the February Membership meeting.
Section 12. Resignation
Any Officer or Director of this Organization may resign at any time by tending his or her resignation to the President. Said resignation shall take effect at the time specified therein.
Section 13. Removal from Office
Any Officer or Director may be removed for cause at any meeting of the Executive Board, proper notice of which shall have referenced the proposed action, by a vote of three-fourth (3/4) majority of the entire Executive Board. “Cause” shall include malfeasance, neglect or refusal to perform the customary duties of office as defined in this Article.
Section 14. Vacancies
a. A vacancy in the office of President shall be filled by the Vice President. A vacancy in any other office, excepting that of Immediate Past President, which will remain vacant, shall be filled by another member of the Executive Board. A Director’s vacancy shall be filled by an Active Member.
b. All Officers’ vacancies, excepting that of President, shall be filled for the unexpired term by majority vote of the Executive Board at a special election called by the Executive Board. The position of Director shall remain vacant until the annual business meeting of this Organization, at which time the unexpired term shall be filled by majority vote of the general membership.
Section 15. Compensation
No Officer or Director of this Organization shall receive salary, compensation or emolument from the Organization. No Officer or Director shall have any expenses paid, or receive reimbursement for travel to or from, for any committee, Executive Board, annual or general membership meeting of this Organization.
Section 16. Conflict of Interest
In the event any director or officer of the Organization is or may be an officer, director, stockholder, employee, or have a financial interest in a corporation or other organization with which this Organization shall enter into a contract or other transaction; or shall directly or indirectly be a party to or have an interest in any contract or transaction of the Organization, he or she shall fully disclose such interest to the Executive Board. After revealing any such interest, such director shall abstain from voting on any question in reference to said contract or transaction. Subject to compliance with these requirements of disclosure, no contract or other transaction between this Organization and any other corporation, partnership or individual, shall be affected by the fact that the director or officer of this Organization is interested in or is a director or officer of such other organizations, provided that such contract is negotiated on an arm’s length basis and is fair and reasonable to the Organization.
Section 1. Executive Authority
The Executive Board shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President and up to twelve (12) Directors, but no less than seven (7), each with equal voting powers. The President shall chair the Executive Board.
Section 2. Management of Organization Affairs
Except as otherwise provided by law or this Constitution, the Executive Board shall have the management and control of the property and affairs of this Organization, and is charged with promoting and furthering the purposes and objectives of this Organization.
Section 3. Meetings
The Executive Board of this Organization shall meet at such times during the year and at such places as designated by the President. Notice of said meeting must be made to all serving members of the Executive Board at least seven (7) days prior to the scheduled date, unless waived. The notice of meeting need not specify the purpose(s), for which the meeting is called, except as provided by law or these bylaws. The order of business at each meeting of the Executive Board may be determined by the presiding officer at each meeting. A majority of the entire Executive Board, upon written notice to all Board Members, shall petition the President to call a meeting of the Executive Board, which petition the President shall honor.
Section 4. Quorum
At all meetings of the Executive Board, except as provided by law and these bylaws, a quorum shall be required for the transaction of business. For the purposes of this Organization, a quorum shall consist of not less than three (3) Members of the Executive Board. Except as otherwise provided for in the Constitution or these bylaws, the vote of a majority of those directors present shall decide any question which may be brought before the Executive Board.
Section 5. Acts
The Executive Board shall constitute the governing body of the Organization, with full power and authority to act upon the laws and resolutions of the Organization. All acts initiated and all authority conferred by the Executive Board within the definition of its authority shall be considered to be the act or acts of this Organization.
Section 1. Standing Committees
The Executive Board, by a resolution or resolutions adopted by a majority of the entire Board, shall have the power to establish, maintain and dissolve standing committees as it deems necessary to protect and further the interests, purposes and objectives of this Organization. The standing committees of the Organization are:
a. Program Committee. Chaired by the Executive Vice President, the Program Committee is charged with the development, design, and implementation of diverse professional and social activities for the Organization.
b. Finance Committee. Chaired by the Treasurer, the Finance Committee is charged with monitoring the Organization’s financial security and stability.
c. Nominating Committee. Chaired by a member of the Executive Board, the Nominating Committee shall recommend suitable candidates for election as Officers and Directors of this Organization to the Executive Board.
d. Cazenovia Triathlon Committee. Chaired by the President, the Cazenovia Triathlon Committee shall coordinate all aspects of the Club’s annual Cazenovia Triathlon, including, but not limited to, permits, scheduling, registrations, volunteers, sponsorships, promotion, and safety.
Section 2. Special Committees
The President, with the consent of a majority of the Executive Board, may authorize and designate special committees for only those purposes specifically delegated to them. Members of special committees shall be appointed for a term of one (1) year only.
Section 3. Appointments
The President, excepting as where otherwise specified in these bylaws, shall appoint all committee chairpersons and members with the approval by majority vote of the Executive Board. Committee members shall be Active members. The term of office of member of a standing or special committee, unless otherwise provided for in these bylaws, shall be one (1) year only.
Section 1. Annual Business Meeting
The annual business meeting of the members of this Organization for the transaction of business and election of officers shall be held each year at such place and time as the Executive Board shall determine. Generally, said meeting shall be held on or near the second week of February. The notice of meetings need not refer to the approval of minutes or other matters normally incident to the conduct of the annual business meeting.
Section 2. Membership Meetings
Membership meetings shall be held annually, or as determined by the Executive Board. The business which may be transacted at said meetings shall be limited to such items or purposes as set forth in the notice of meeting. A quorum at general membership meetings of the Organization shall be those members present.
Section 3. Special Meetings
A special meeting of this Organization may be called at any time by order of the Executive Board or upon written request by twenty-five (25) members in good standing of the Organization. No business may be transacted at a special meeting which is not specified in the notice of meeting.
Section 4. Notice of Meeting
In the case of the annual business meeting, notice of the time and place shall be published in the Organization newsletter or by other suitable means at least one (1) month prior to the annual meeting.
Section 5. Procedure
At each meeting of the membership of this Organization the order of business and all such other matters of procedure shall be determined by the President, as chair, or his or her designee or as otherwise provided for in these bylaws.
Section 6. Voting
All members of this Organization in good standing shall be entitled at every meeting to one (1) vote in the case of election of Officers and Directors. Each qualified member may authorize another member to act for him or her as proxy, having first delivered to the Secretary a signed proxy or attorney-in-fact. Any proxy shall be revocable at the pleasure or direction of the member executing it. Excepting the election of Officers and Directors, voting shall not be made by ballot unless any member, present in person or by proxy, shall so demand.
RIGHT OF INDEMNIFICATION
Each Officer and Director of this Organization, whether or not then in office, shall be indemnified by the Organization for the defense of civil or criminal proceedings to the fullest extent permitted by law for matters related to the activities of the Organization. This right of indemnification shall not beheld exclusive of any other rights to which an Officer or Director may be entitled. Further, this right shall not be deemed exclusive of any other right of an Officer or Director in any proceedings to have assessed in his or her favor his or her costs and expenses connected therewith.
FISCAL YEAR AND FINANCES
Section 1. Fiscal Year
The fiscal year of the Organization shall begin on January 1 and end on December 31 of each year unless otherwise determined by a vote of the Executive Board.
Section 2. Finances
The funds of this Organization shall be deposited in its name with such depositories as the Executive Board may designate. Any monies paid on behalf of this Organization by the Treasurer shall require the approval of the Executive Board and the countersignature of either the President or Vice President of the Organization.
MEMBERSHIP AND DUES
Section 1. Membership Year
The membership year will coincide with the fiscal year of this Organization.
Section 2. Dues Benefit
The payment of membership dues for any fiscal year entitles all members to receive, without further charge, the monthly newsletter and to other Organization announcements.
Section 3. Loss of Membership Rights
Any member who resigns or forfeits membership for non-payment of dues ceases to hold membership privileges in the Organization. Any member whose dues are in arrears for more than ninety (90) days shall be suspended from membership in this Organization until such time the default is corrected. Any member whose dues are in arrears for more than one hundred twenty (120) days shall be deemed to have resigned from the Organization and may be reinstated only upon written request to the Executive Board.
Any member who is expelled from USA Triathlon ceases to hold membership privileges in the Organization.
Acts Warranting Suspension. In addition to other actions as deemed appropriate by the Executive Board, the following acts may be grounds for suspension for a period of time designated by the Organization:
a. A flagrant or willful violation of the Organization rules;
b. Gross or continued unsportsmanlike conduct;
c. Physical violence directed toward a participant, volunteer, spectator, or other person;
d. Any fraudulent act, such as falsifying name or age or providing false information to the Organization;
e. Repetitive or recurring violations of the Organization rules;
f. Failure to notify a race official after withdrawing from a race;
g. Any act which disgraces or brings discredit to the Organization.
Due process with respect to any action revoking or suspending Organization membership includes:
a. reasonable notice (usually in writing) of the charges or allegations made against the member;
b. a reasonable time within which to prepare a defense and to answer the charges or allegations;
c. the opportunity to respond to the charges in a meeting in which the majority of Executive Board members are present.
Section 1. Proposal
Amendments to the bylaws of this Organization may be proposed as follows:
a. By resolution of the Executive Board;
b. By written proposal of ten (10) members in good standing.
Section 2. Procedure
The Executive Board, upon receipt of a proposed amendment, shall publish the amendment in the Organization newsletter or by other suitable means for review and comment by the membership. After a thirty-day comment period, which period shall include a general membership meeting, the bylaws of this Organization may be adopted, altered or amended (1) at any meeting of the Executive Board by a three-quarters (3/4) majority vote of the entire Executive Board or (2) at any meeting called in accordance with the bylaws of the Organization by a majority vote of the members present at said meeting.