This is a proposed revision of the VCTC bylaws. All revisions are listed in ITALICS.
Article I – Name
The name of this organization is The Van Cortlandt Track Club Inc.
The name of the Club as registered in New York Road Runners is Van Cortlandt TC.
Article II – Objectives
The objectives of this organization are:
A. To sponsor and organize races for the benefit, enjoyment, instruction, and well-being of its members and/or other athletes.
B. To provide a training program for its members and to support members in their individual running goals.
C. To compete in races, relays, or other activities which the team chooses to participate in.
D. To give and promote social affairs, celebrations, and amusements for the general enjoyment of its members.
E. To own the necessary equipment as may be incidental to the above purposes.
F. To promote and develop honesty, good fellowship, discipline, team play, self-reliance, and sportsmanship.
G. To promote running and all aspects of fitness.
H. To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers, except as permitted under Article 5 of the Not-for-Profit Corporation Law.
Article III – Membership
A. Membership in this organization shall be open to all persons who have an interest in running and fitness.
B. Dues for the ensuing calendar year will be set annually by the Board at its July meeting.
Modification to section III.B: Any changes to the dues approved by the Board between January 1 and July 31 will take effect on January 1 of the subsequent year. Any changes to the dues approved between August 1 and December 31 will take effect on July 1 of the subsequent year.
C. Rights of members: Club members (1) may participate in all Club functions, including workouts, social affairs, and meetings; (2) receive minutes of all Club and Board meetings; (3) vote in Club elections; (4) receive the Club newsletter.
D. Responsibilities of members: Club members are expected to (1) assist with Club races and functions as needed; (2) embody the spirit of good sportsmanship; (3) wear the Club uniform in races; (4) represent the Club appropriately to the running community and to the general public.
Article IV – Meetings
A. The Annual Membership Meeting of this organization shall be held on or about the second Saturday of December every year except if such a day is a legal holiday and in that event the Board of Directors shall fix the day. The Secretary shall cause to be electronically mailed to every member in good standing at his or her email address a notice telling the time or place of such annual meeting and the meeting notice will be placed in the preceding Club newsletter(s). The notice of the annual meeting shall also be posted on the Club’s official website, www.vctc.org.
Modification to section IV.A: The club shall have an Annual Membership Meeting. The Annual Membership Meeting of this organization shall be held on or about the second Saturday of December every year except if the Board of Directors shall determine that another date in December is more appropriate. In that event the Board of Directors shall fix the day. The Secretary shall cause to be electronically mailed to every member in good standing at his or her email address a notice telling the time or place of such annual meeting and the meeting notice will be placed in the preceding Club newsletter(s). The notice of the annual meeting shall also be posted on the Club’s official website, www.vctc.org.
B. Regular monthly Club Members’ meetings shall be held on the second Saturday of each month, at the discretion of the Board.
Modification to section IV.B: Regular monthly Club Members’ meetings shall be held each month at the discretion of the Board.
C. The presence of not less than five members shall constitute a quorum and shall be necessary to conduct the business of this organization.
D. Special meetings: (1) Special meetings of this organization may be called by the President when he or she deems it in the best interests of the Organization. All Members as registered with the Membership Director shall be notified of such meetings by mail or email at least seven days before the scheduled date set for such a meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom called. (2) At the request of two members of the Board of Directors or of twenty members of the organization, the president shall cause a special meeting to be called, but such request must be made in writing at least fourteen days before the requested scheduled date. (3) No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Article V – Board of Directors
A. The Board of Directors shall consist of five members.
B. The Board of Directors shall have control and management of the affairs and business of this Organization. Such Board of Directors shall act in the name of the Organization only when it shall be regularly convened by its Chairperson after due notice to all the Directors of such meeting. The Board of Directors shall be responsible for policy and guidance of the Executive Committee.
C. In order to be eligible to serve on the Board of Directors, a member must have first served in their function as a member of the Executive Committee for a minimum of one year. In the event that an Executive-level committee has no formal, Board approved chair (or co-chairs), the nominating committee shall consider all active committee members as eligible for Board nomination provided the time criterion is met: one year of committee service and two years of active membership in the Club.
Modification to section V.C: In order to be eligible to serve on the Board of Directors, a member must have first served in their function as a member of the Executive Committee for a minimum of one year. The nominating committee shall consider all active committee members as eligible for Board nomination provided the time criterion is met: one year of committee service and two years of active membership in the Club.
D. The term of office for a member of the Board of Directors shall be two years. No member of the Board of Directors shall serve for more than three consecutive terms (six years). This may be extended one term if no eligible member stands for election. Former Board members may again seek election after a period of two years during which they were not on the Board. Board members may hold three consecutive terms beginning with the election held in January 2013.
Modification to section V.D: The term of office for a member of the Board of Directors shall be two years. No member of the Board of Directors shall serve for more than three consecutive terms (six years). Former Board members may again seek election after a period of two years during which they were not on the Board. Board members may hold three consecutive terms beginning with the election held in January 2013. In the event a member is appointed to fill part of a term and the remainder of the term is at least one year, this shall be considered as a full term. The Board may allow the nomination of an otherwise ineligible member if no eligible member stands for election.
E. Board Meetings: (1) The Board of Directors shall meet no less than once each month except August prior to the general membership meeting. The specific time and place of Board meetings shall be determined by the President, who shall notify all Board members in writing or by telephone no less than three days in advance. (2) Three of the members of the Board of Directors shall constitute a quorum. (3) All Board decisions must be carried with no fewer than three affirmative votes. (4) Board members may participate by conference call or other appropriate electronic media. (4) Each Director shall have one vote and such voting may not be done by proxy. Members participating by teleconference will be eligible to vote on all matters before the Board. (5) The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion consider necessary.
Modification to section V.E: Board Meetings: (1) The Board of Directors shall meet no less than once each month except as determined by a majority of the board. The specific time and place of Board meetings shall be determined by the President. The Secretary shall notify all Board members in writing or by telephone no less than seven days in advance. (2) Three-fifths of the members of the Board of Directors shall constitute a quorum. (3) All Board decisions must be carried with no fewer than a majority of the entire board (including any vacant seats). (4) Board members may participate by conference call or other appropriate electronic media. (5) Each Director shall have one vote and such voting may not be done by proxy. Members participating by teleconference will be eligible to vote on all matters before the Board. (6) The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion consider necessary.
F. If and when all the directors severally or collectively consent in writing to any action to be taken by the organization, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.
G. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term. In the event that the members of the Board of Directors are unable to agree as to who shall fill a vacancy, the Board shall accept nominations from its members and a vote of the membership shall be held following the procedures for an election established in Article IX, Elections.
H. Any officer or member of any executive, permanent, ad-hoc or other committee may be removed from office, with or without cause, with the concurrence of four Board members.
Article VI – Officers
A. The officers of the organization shall be the Directors of the Board, as follows:
B. Each member of the Board of Directors shall automatically become an officer of the organization. The Board shall by mutual consent decide who shall assume the various officer positions. In the event that the members of the Board of Directors are unable to agree as to who shall assume the various officer positions, the Board shall accept nominations from its members and a vote shall be held on each unfilled officer position. The voting procedure shall be the same as authorized in the By Laws.
C. The duties of the officers shall be as follows:
- The President shall preside at all membership meetings, and by virtue of the office be Chairperson of the Board of Directors; present at each Annual Meeting of the organization an annual report of the work of the Organization; see that all books, reports and certificates as required by law are properly kept or filed; be one of the officers who may sign the checks or drafts of the Organization, have oversight of the Organization’s financial health and well-being; and have such powers as may reasonably be construed as belonging to the chief executive of any organization.
- The Vice President shall in the event of the absence or inability of the President to exercise his or her office become Acting President of the Organization with all the rights, privileges and powers as if he or she had been duly elected President. In the event that the Board believes the President has vacated his or her position or is not fulfilling the job, the Vice President will assume the role of President and the Board will appoint a new member to fill the vacancy on the Board.
- The Secretary shall be the official custodian of the records and seal of the Organization, be one of the officers able to sign the checks and drafts of the Organization, answer all formal correspondence of the Organization, maintain membership and good standing with all external bodies (RRCA, etc.) ensuring insurance for all Club activities, manage all official Club email accounts and ensure appropriate Members, Committees, or Directors respond to email/mail within their area of responsibility, arrange meeting places for Club and Board meetings, prepare and distribute agendas for Club and Board meetings, prepare and distribute minutes of all Club and Board meetings.
- The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible to the President for such monies or securities of the organization, be one of the officers able to sign checks or drafts of the Organization, oversee electronic transaction accounts (e.g. PayPal) and ensure all such business conforms with Article VIII, Expenditures, and exercise all duties incident to the office of Treasurer. The Treasurer shall ensure that at stated periods, as the Board of Directors shall determine, a written account of the finances of the Organization is produced, and such report shall be physically affixed to the minutes of the Board of Directors. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. Checks shall require two signatures, and must include at least one each from the President, Treasurer, or Vice Treasurer. Passwords to all e-banking and electronic transaction accounts will be known to the President, Treasurer, and Vice Treasurer.
- The Vice Treasurer will maintain a clear picture of the Club’s overall financial standing to safeguard Club finances by having oversight of Treasurer duties and ability to replace the Treasurer following any departure of the Treasurer until he/she can be replaced. The Vice Treasurer will have full access to the Club electronic banking systems, hold copies of bank statements and financial records, and will be a signatory of Club checking accounts.
Article VII – Executive Committee
A. The Executive Committee is chaired by the President of the Board of Directors or a member designated by the Board. It shall consist of the heads of the permanent committees. The Executive Committee is responsible to the Board of Directors for executing the Organization’s non-Board activities consistent with Board guidance and approval.
B. The permanent committees shall be as follows:
Athletic: Shall include the Head Coach, Team Captain, Team Coordinators, and Club
Communications, Web, and Social Media
Ad-hoc or non-permanent committees may be formed at any time, but are not to be considered executive committees.
Modification to section VII.B: Ad-hoc or non-permanent committees may be formed at any time, but are not to be considered executive committees unless so authorized a majority of the Board of Directors.
C. Each permanent committee shall have one or more head. Anyone who has been a member of the organization in good standing for at least one year may head a committee or serve as a Race Director. Committee heads will be elected by the Board of Directors at the February meeting and shall serve for one year.
D. Any individual may request to attend the monthly meetings of the Board of Directors as non-voting participants. Heads of permanent committees may attend all meetings as non-voting members. Club members may attend or be asked to attend any Board meeting at which relevant business is listed on the agenda.
E. The tasks of each committee shall be determined by the Board of Directors who will approve and provide written guidance or Terms of Reference for each post.
F. No member of the Executive Committee shall hold the same position for more than 5 consecutive years.
G. The Board of Directors may eliminate or add permanent committees at its discretion.
H. No member of the Executive Committee shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties performed other than as a Director or Officer.
Article VIII – Expenditures
A. Any one-time or annual expenditure over $300 must be approved in advance by the Board of Directors.
B. Electronic transactions more than $300 must be approved in advance by the Board of Directors. Transfers between official accounts of the organization or credit payments may be conducted at the discretion of the Treasurer without prior approval of the Board of Directors.
C. Any payment to a member of the Organization for professional services must be approved in advance by the Board of Directors.
D. All committee heads shall submit a budget proposal to the Board of Directors by a date specified by the Board.
E. The Board of Directors shall hire and fix compensation of any and all service providers that they in their discretion may determine to be necessary in the conduct of the business of the organization.
Article IX – Elections
A. Nominations for the Board of Directors shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting. The nominating committee shall consist of two members of the Board and one other member of the organization. The nominating committee shall be appointed by the Board of Directors, to serve from the close of such annual meeting until the close of the next annual meeting, and the appointment shall be announced at each annual meeting. The nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine necessary, but not less than the number of vacancies to be filled. The Nominating Committee shall nominate all candidates who meet the eligibility requirements of the bylaws.
B. Anonymous voting will be made available to all members in good standing who have paid their annual membership fee for the current year through a list provided by the Membership Director. All members of record on December 31 will be eligible to vote in the election. Each member will receive one ballot to her/his email address of record. Paper ballots will be made available to individuals who do not have access to the electronic ballot.
C. Anyone holding an individual membership is entitled to one vote; those holding family memberships are entitled to two votes, but said votes are not to be cast by the same person.
D. Prior to any election, the president shall appoint a committee of three to act as “Inspectors of Election” who shall at the conclusion of balloting certify in writing to the president the results, and the certified copy shall be physically affixed to the minutes of the organization. No inspector of election shall be a candidate for office.
E. A Board member’s term of office commences with the first Board meeting subsequent to the certification of election results.
F. The period for Club elections shall be 14 days during the month of January or 14 days from the date of the Annual Awards dinner. The three Inspectors of Election will announce the opening of voting, as described in Article IX B, and will certify all results no later than three days following the close of voting.
G. Election results will be announced no more than five days following the election. Results will be distributed by email, posted to the Club website (and other appropriate media), and announced at the subsequent Member meeting.
Addition to Section IX: H. In the event that there are not more candidates than open seats, the Board of Directors can waive a required election by unanimous consent. If such a decision is reached, all candidates will be deemed to be elected to the Board as if an election had been conducted.
Article X – Amendments
These by-laws may be altered, amended, repealed or added to by an affirmative vote of not less
than four members of the Board of Directors.
Modification to Article X (approved by 4-0 vote of the Board of Directors on December 9, 2020:
A. Procedure. These bylaws may be amended by two-thirds of those voting at an annual meeting, as follows: (a) a proposed amendment must be submitted in writing to the Board of Directors at least 90days preceding the annual meeting; (b) the board may consult with the originator regarding possible editing, interpretations and modifications; (c) the board by majority vote determines its position for, against, or for with a recommended change; and (d) the board includes both the proposal and board position in the notice of the annual meeting. In emergency or extraordinary situations, as defined by the board, the board (by two-thirds [2/3] vote of the entire board) may waive the 90-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the annual meeting. In such emergency cases the board must
communicate the proposed amendment and board position to the membership at least 30 days prior to the meeting.
B. Resubmission. A proposed amendment, which has not been recommended by the board and has been defeated at the annual meeting may not be resubmitted until at least one annual meeting has intervened.
The board determines, in its sole discretion, whether an amendment is sufficiently similar to one previously considered to be governed by this subsection.
C. Effective Date. An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.
D. Codification. The board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of Van Cortlandt Track Club, to eliminate errors, to correct spelling and grammar, to provide consistent numbering and to bring about proper order and sequence, but in so doing it may not change the meaning of any provision.
New Section: Article XI – Saving Clause
Failure of literal or complete compliance with provisions of the bylaws with respect to dates, times and notice, or the sending or receipt of the same, or errors in phraseology of notice of proposal, do not invalidate the actions or proceedings of the members at any meeting, as long as the members judge (by majority vote) that no substantial injury to the rights of members has occurred.