CLEVELAND TRIATHLON CLUB CONSTITUTION AND BYLAWS
(Adopted 3/21/05, Amended 5/06/07, Amended 3/31/22)
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 purpose 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 nonprofit 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, sexual orientation, gender identity, national origin, or physical or mental disability.
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 December 31 of the year for which such payment was made. 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 BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Section 1: A maximum of twelve directors, or such maximum number as may otherwise be established by the Board, shall comprise the club Board of Directors (the “Board”). Terms of office and qualification requirements are set forth in Article VII. In addition, all Board members shall be registered with USA Triathlon (USAT) as required for triathlon club leadership members; and the Board shall generally encourage all club members to register with USAT.
Section 2: The following executive officer positions shall be elected or appointed as set forth in these Bylaws:
Section 4: The Board can appoint committees and committee chairpersons as needed for club
business or activities. Standing committees shall include Executive, Administration, Communications, Partnerships, Training, Events, and Membership.
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: Board Meetings
Section 1: Elections for Board positions shall be conducted with the following procedures and
subject to the qualifications set forth below:
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
This 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:
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, and as further amended, March 31, 2022.
(Adopted 3/21/05, Amended 5/06/07, Amended 3/31/22)
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 purpose 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 nonprofit 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, sexual orientation, gender identity, national origin, or physical or mental disability.
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 December 31 of the year for which such payment was made. 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 BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
Section 1: A maximum of twelve directors, or such maximum number as may otherwise be established by the Board, shall comprise the club Board of Directors (the “Board”). Terms of office and qualification requirements are set forth in Article VII. In addition, all Board members shall be registered with USA Triathlon (USAT) as required for triathlon club leadership members; and the Board shall generally encourage all club members to register with USAT.
Section 2: The following executive officer positions shall be elected or appointed as set forth in these Bylaws:
- 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.
- 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 Directors – participate in Board meetings and vote on club policies.
Section 4: The Board can appoint committees and committee chairpersons as needed for club
business or activities. Standing committees shall include Executive, Administration, Communications, Partnerships, Training, Events, and Membership.
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: Board Meetings
- a) Board meetings should be held monthly, or as otherwise established by the Board, 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 upon request and shall be announced on the club website at least five days prior to the meeting.
- a) General membership meetings should be held 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 website at least five days in advance.
- a) Special membership 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.
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 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. The position of president may be fulfilled by two co-presidents, in which case the position of vice president may be eliminated as determined by the Board.
- 2. Approved candidates 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 Executive Officers: The other executive officer positions listed in Article IV, Section 2 shall be appointed by the Board from among the current Board members; any additional variations to the executive officer positions shall be determined by the Board.
- c) Board Members:
- 1. Candidates for at-large Board positions 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 the Board by September 15. The Board shall determine if a member meets the required qualifications and approve qualified candidates by September 30 by a majority vote of the Board. If there are fewer qualified candidates than open positions on the Board in relation to the current maximum number of Board positions, the Board may waive the qualifications set forth herein at their discretion and actively recruit members who may be considered for the Board. If there are more approved candidates than the current maximum number of Board positions, the Board may expand the maximum number of Board positions in its discretion.
- 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 the number of approved candidates is more than open Board positions (after the Board has determined whether to expand the maximum number of Board positions or not), 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. Members may only vote for up to the number of candidates equal to open Board positions and such number of candidates receiving the highest number of affirmative votes shall be elected to the Board. If the number of approved candidates is equal to or less than open Board positions, no election is necessary, and the candidates may be appointed 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. Board members may continue in their current position and serve consecutive terms until they resign, are removed as provided herein, or decide not to continue as Board members at the end of their current term.
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
This 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.
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, and as further amended, March 31, 2022.
