ByLaws

11/29/2009

Article I – Name

The name of this organization is the The Van Cortlandt Track Club Inc.

Article II – Objectives

The objectives of this organization are:

To sponsor and organize races for the benefit, enjoyment, instruction, and well-being of its members and/.or other athletes.

To provide a training program for its members and to support members in their individual training goals.

To compete in races, relays, or other activities which the team chooses to participate in.

To give and promote social affairs, celebrations, and amusements for the general enjoyment of its members.

To own the necessary equipment as may be incidental to the above purposes.

To promote honesty, good fellowship, discipline, team play, self-reliance, and sportsmanship.

To promote running and all aspects of fitness.

To do any other act of 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

Membership in this organization shall be open to all persons who have an interest in running and fitness.

Dues for the ensuing calendar year will be set annually by the Board at its November meeting.

Rights of members: Club members (1) may participate in all club functions, including workouts, social affairs, and meetings, except the Riverdale Ramble; (2) are entitled each year to one piece of club merchandise designated by the Board; (3) may purchase whatever the club merchandise is in stock; (4) receive the club newsletter.

Responsibilities of members: Club members are expected to (1) assist with the Riverdale Ramble each year, (2) assist with other club races and functions as needed; (3) wear the club uniform in races; (4) represent the club appropriately in the running community and to the general public.

Article IV – Meetings

The annual membership meeting of this organization shall be held on 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, but it shall not be more than two days from the date fixed by these by-laws. The Secretary shall cause to be mailed to every member in good standing at his or her address a notice telling the time or place of such annual meeting. The notice of the annual meeting shall also be posted in the preceding issue of the newsletter.

Regular meeting of this organization shall be held on the second Saturday of each month, at the discretion of the Board.

The presence of not less than five members of shall constitute a quorum and shall be necessary to conduct the business of this organization.

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. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book 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 a 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 as such special meeting without the unanimous consent of all present at such meeting.

Article V – Board of Directors

The Board of Directors shall consist of five members.

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 chairman after due notices to all the directors of such meeting.

In order for a member to be eligible to serve on the Board of Directors, that member must have served a minimum of two years as a member of the Executive Committee.

The term of office for a member of the Board of Directors shall last two years, with three directorships commencing in odd-numbered years and the other two commencing in even-numbered years.

Meetings: (1) The Board of Directors shall meet each month except in August prior to the general meeting. The specific time and place of Board meetings shall be determined by the President, who shall notify all Board members in advance. (2) Three of the members of the Board of Directors shall constitute a quorum. (3) Each director shall have one vote and such voting may not be done by proxy. (4) The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion consider necessary.

If and when all the directors severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

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.

Any officer or any member of the executive or permanent committee may be removed from office, with or without cause, with the concurrence of four Board members.

Article VI – Officers

The officers of the organization shall be as follows:

President

Vice President

Secretary

Treasurer

2^nd Vice President

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 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.

The duties of the officers shall be as follows:

1. 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, 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, and have such powers as may reasonably be construed as belonging to the chief executive of any organization.

1. The Vice President shall in the even of the absence of 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 the duly elected president. In addition, the Vice President shall either (a) oversee one of the permanent committees of the organization, or (b) serve as a race director for one of the club’s annual events.

1. The Secretary shall keep the minutes and records of the organization in appropriate books, give and serve all notices to members of the organization, ensure that all members of the organization have an opportunity to cast a ballot of the election of the Board of Directors, be the official custodian of the records and seal of the organization, be one of the officers required to sign the checks and drafts of the organization, present to the membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board of Directors any communication which shall be addressed to the secretary of the organization, attend to all correspondence of the organization, and exercise all duties incident to the office of Secretary.

1. The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization, be one of the officers who shall sign checks or drafts of the organization, 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 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.

1. The second Vice President shall either (a) head one of the permanent committees of the organization, or (b) serve as a race director for one of the club’s annual events.

Article VII – Executive Committee

The Executive Committee shall consist of the Board of Directors, together with the heads of the permanent committees of the organization and the race directors of any annual events sponsored by the club.

The permanent committees shall be as follows:

Social

Newsletter

Athletic

Membership

Clothing

Publicity

Finance

C. Each permanent committee shall have one or more head. Heads of committees and race directors are selected by the Board of Directors, and shall serve for one year. 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.

D. Heads of permanent committees and race directors may attend the monthly meetings of the Board of Directors as non-voting participants.

E. The tasks of each committee shall be determined by the Board of Directors.

F. The Board of Directors may eliminate or add permanent committees as in its discretion it deems proper.

G. No member of the Executive Committee shall for reason of 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 of officer.

Article VIII – Expenditures

A. Any one-time or annual expenditure over $300 must be approved by the Board of Directors.

B. Any payment to a member of the organization for professional services must be approved in advance by the Board of Directors.

C. All committee heads shall submit a budget proposal to the Board of Directors by a date specified by the Board.

D. 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

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 prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and the appointments 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, but not less than the number of vacancies to be filled.

Election of Directors shall be conducted by ballot. The Secretary shall ensure that all members of the organization have an opportunity to cast a ballot. There shall not appear in any place on such ballot any mark or marking that might tend to identify the person who cast said ballot.

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.

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.