CLEVELAND TRIATHLON CLUB CONSTITUTION AND BYLAWS

(Adopted 3/21/05, Amended 5/06/07)


ARTICLE I:  CLUB NAME
The official name of the club is "Cleveland Triathlon Club, Inc." (herein referred to as "Cleveland Triathlon Club" or "the club").


ARTICLE II:  CLUB PURPOSE
Section 1: The Cleveland Triathlon Club is a nonprofit club dedicated to the pursuit of triathlon, general physical fitness, and the representation of the sport of triathlon within the community.  The club offers support to people who train for and participate in the sport of triathlon, and works to increase the variety of training and racing options in northeast Ohio.  The club welcomes people of all levels of interest, experience and ability in the sport of triathlon.


Section 2: The purposes of the Cleveland Triathlon Club also includes all other lawful purposes associated with or related to that general purpose, to the extent such activity is limited so that the club qualifies as a non-profit corporation exempt from taxation under Section 501(c)(7) of the Internal Revenue Code.


ARTICLE III:  CLUB MEMBERSHIP
Section 1: Membership shall be open to any individual who shares in the common purpose of the Cleveland Triathlon Club.  Membership shall be granted without discrimination upon basis of race, creed, color, religion, age, sex, national origin, and physical or mental handicap.

Section 2: Members must display ethical conduct and sportsmanship at all times.  All members are required to sign a club waiver.  Membership is valid upon receipt of a club member number for the membership term designated below.

Section 3:  Each member shall be required to pay annual dues which shall expire on March 31 of the year following payment.  Dues are non-refundable.  Dues are subject to change upon recommendation of the Treasurer and voted on by the Board.

Section 4: Cleveland Triathlon Club events, meetings and activities may generally be limited to club members and guests.


ARTICLE IV:  CLUB OFFICERS
Section 1: A maximum of twelve officers and directors, as established by the Board, shall comprise the club Executive Board.  Terms of office and qualification requirements are set forth in Article VII.

Section 2: The officers and directors include:

a)     President – official contact person and representative for the club; presides over meetings; can appoint to fill Board vacancies; issues call
        for special meetings when necessary; and has such other powers and duties as may be prescribed by the Board.

b)     Vice President – acts as president in the absence of the president.

c)      Communications Manager – keeps all members informed of club developments; prepares special announcements, flyers, and other 
         communications on behalf of the club.

d)     Treasurer – collects club member’s dues, pays club debts, approves club expenditures, responsible for club bank account, keeps 
         accounting records, and provides financial report to the Board upon request.

e)     Secretary – assists with club correspondence, records, and filings; takes meeting minutes.

f)      Remaining Officers & Directors – participate in Board meetings and vote on club policies.  Other duties to be determined by the board.

Section 3: The officers and directors may have additional powers and duties as may from time to time be specified by the Board.

Section 4: The Board can appoint committees and committee chairman as needed for club business or activities.

Section 5: Any officer or director may delegate a portion (but not all) of his or her duties and responsibilities to club committees or other Board members in order to assist in the process of operating the club.

Section 6: The Board has the power to use club funds in a discretionary manner.  All club expenditures are subject to the approval of the club treasurer.

Section 7: The Board is authorized to contract with an approved licensed insurance authority for club liability or officer and director insurance.


ARTICLE V:  INCOME AND FISCAL YEAR
Section 1: No part of the net income or net assets of the club shall inure to the benefit of, or be distributable to, its directors, officers, members or other persons.  However, the club is authorized to pay reasonable compensation or reimbursement for services actually rendered and to make payment and distributions in furtherance of its tax-exempt purposes.

Section 2: Cleveland Triathlon Club shall operate on a fiscal year basis, such fiscal year commencing on July 1 and ending on June 30 of the next calendar year.


ARTICLE VI:  MEETINGS

Section 1:  Executive Board Meetings

a)     Executive Board meetings should be held at least bi-annually and may be combined with general membership meetings.  Dates, times and 
        locations shall be determined by the Board.

b)     There must be a majority of Board members present to have a quorum.

c)     All Board meetings are open to the membership and shall be announced on the club website at least five days prior to the meeting.

Section 2:  General Membership Meetings

a)     General membership meetings should be held at least bi-annually and may be combined with Board meetings or club events.

b)     Dates, times and locations of general membership meetings are to be published on the club webpage at least five days in advance.

Section 3:  Special Meetings

a)     Special meetings may be called by the President and five current club members who petition the Board in writing.

b)     Notice of such meetings shall be delivered to each Board member and posted on the club website not less than two days prior to the 
        meeting.


ARTICLE VII:  ELECTIONS
Section 1:  Elections for board positions shall be conducted with the following procedures and subject to the qualifications set forth below:

a)      President:

  1. To be considered as a candidate for president, the individual must have been an active club member for the previous year and have actively served either on a club committee or on the Board.  Potential candidates must express their interest in being considered for the position by September 15 of an election year for president (odd numbered years).  The Board will determine if a member meets the required qualifications and approve any qualified candidates by September 30 by a majority vote of the board.  If fewer than two candidates exist, the Board may waive the qualifications set forth herein at their discretion or may choose to nominate one candidate.  If no candidates exist, the Board shall actively recruit members who may be considered for the position and modify the requirements herein as necessary.
  2. Approved candidate for president should submit a statement of qualifications, intentions and goals to the current president by October 15, and the current president shall circulate the statement to the Board members as well as post the statement on the club website for members to view.  If more than one candidate exists, a member meeting shall be held by December 15 at which elections shall be held.  Members may also vote by proxy by submitting their vote in writing to the existing President prior to the election.  Elections shall be determined by a simple majority vote.  If only one candidate exists, no election is necessary, and the candidate may be appointed to the position by the Board.
  3. The president’s term is for two full calendar years, commencing on January 1 of even numbered years.  A president may not serve a consecutive term unless there is an absence of a qualified candidate as described above to fill the position and the board approves a consecutive term.  A president may seek the position after sitting out a term.  If the president resigns from office, the board may appoint a temporary president for the remainder of the term.  An outgoing president may serve as a club advisor with board approval, run for other board positions, or be appointed to vacant board positions.

b)      Other Board Members:

  1. Candidates for any board position, other than president, must have been active members of the club for at least the previous year and should be able to attend a majority of Board meetings and club events.   Potential candidates must express their interest in being considered for a board position by September 15.  The Board shall determine if a member meets the required qualifications and approve qualified candidates for the position by September 30 by a majority vote of the Board.  If fewer than two qualified candidates exist, the Board may waive the qualifications set forth herein at their discretion or may choose to nominate one candidate.  If no candidates exist, the Board should actively recruit members who may be considered for the position and modify the requirements herein as necessary or may eliminate the position.
  2. Approved candidates should submit a statement of qualifications, intentions and goals to the current president by October 15, and the current president shall circulate the statement to Board members as well as post the statement on the club website for members to view.  If more than one candidate exists for a board position, a member meeting shall be held by December 15 at which elections shall be held.  Members may also vote by proxy by submitting their vote in writing to the existing President prior to the election.  Elections shall be determined by a simple majority vote.  If only one candidate exists, no election is necessary, and the candidate may be appointed to the position by the Board.
  3. The term of office for all  Board members, excluding the president, is from January 1 until December 31 of the calendar year.  These Board members may be re-elected without limitation on the number of terms served and may serve consecutive terms.

Section 2: Board members may be removed, with or without cause, at a meeting by a majority vote of the Board members then in office, subject to a veto by a petition of a majority of current club members submitted within 30 days of a removal.  Board members may also resign.

Section 3:  A vacancy in any office, or new board positions that are created, may be filled by Board appointment for the unexpired portion of the term.


ARTICLE VIII:  AMENDMENTS
The Constitution and bylaws may be amended or repealed, and new bylaws may be adopted.  Proposed amendments will be recommended by the Board and shall be posted on the club website five days prior to the next club meeting.  Amendments shall be voted on by the members present at the meeting and shall pass upon a simple vote of a majority of the members present.


ARTICLE IX:  NON-PROFIT DESIGNATION
Section 1: The Cleveland Triathlon Club is a 501(c)(7) nonprofit organization.  No part of the income or profit of the Cleveland Triathlon Club is distributable to its members, directors, or officers.

Section 2: The Board shall apply for 501(c)(7) tax-exempt status prior to December 2005.

Section 3:  The following are attributes of a 501(c)(7) organization:

(a)     “Corporation not for profit” means a corporation no part of the income or profit of which is distributable to its members, director, or officers.

(b)     No organizational requirement

(c)      No requirement to dedicate assets

(d)     Social activity must be primary; other activities must be less than primary.

(e)     No limit on legislative activity as long as it furthers the exempt purpose.

(f)        Political activity permitted, but taxed.

(g)     Serves the social and recreation purposes of members.

(h)      Donations not deductible as charitable contributions.

(i)        Not eligible for lowest bulk mail rates.

(j)        Exempt from Federal income tax on income derived from members; other income taxed.

Section 4: In the event of dissolution of the Cleveland Triathlon Club, the net assets of the club shall not inure to the benefit of any private shareholder, individual or corporation but shall, after all creditors have been paid, be distributed to one or more organizations organized and operated exclusively for charitable, educational, or other purposes as shall at the time qualify as exempt organizations under Section 501(C)(3) of the Internal Revenue Code, as determined by the Board.


ARTICLE X:  MISCELLANEOUS
Section 1: This Constitution and Bylaws shall comply with all applicable state and federal regulations.

Section 2:  This Constitution and Bylaws will take effect March 21, 2005, and shall take precedence over any and all previous Constitution and Bylaws of the club. All former Constitution and Bylaws are hereby repealed.



As amended, May 6, 2007.