These By-Laws were approved by the Board of Directors (hereinafter “The Board”) on this day, November, 8th, 2012. These By-Laws supersede any previous set of By-Laws ratified by a previous Board of Directors. Their implementation
Name, Territory and Office
Section 1. Name. The Corporation shall be known as St. Louis Triathlon Club, Inc. (hereinafter “the Club”).
Section 2. Territory. The Club shall conduct activities primarily in the Greater St. Louis Metropolitan Area, and its environs, subject to changes by the aforementioned Club.
Section 3. Office. The principal mailing address of the Club shall be 8816 Manchester, P.O. Box 124, St. Louis, Missouri 63144 or as the Board may change from time to time. The Club may also have offices at such other places within the Greater St. Louis Metropolitan Area as the board may from time to time determine or the business of the Club
Section 4. Status. This is a not for profit club, and the Board of Directors shall be responsible for filing and maintaining
The Club is an organization of individuals and sponsors working together to promote and encourage physical fitness and amateur participation in the sport of triathlon, duathlon, running, cycling, swimming and multi sport activity. Additionally, the Club will encourage and support the gathering and dissemination of information related to the sport of triathlon, duathlon, running, cycling, swimming and multi-sport activity within the local community and among the Club members.
Section 1. Criteria for Membership. Membership shall be open to any individual, family or sponsor who shares in the common purpose of the club. Membership shall be granted without discrimination upon the basis of race, creed, color, religion, sex, national origin, sexual preference, and physical or mental handicap. The Board of Directors may establish additional criteria for membership, including a schedule of dues, and any waivers thereof, as well as procedural requirements for prospective members, unless otherwise proscribed by law, the Certificate of Incorporation and/or these By-Laws.
Section 2. Classes of Membership.
2.1. Classes of Membership Authorized. Four classes of Membership are available to Members of the Club: Individual Membership, Family Membership, Sponsor Membership and Honorary Membership.
2.2. Sponsor Membership. Any association, business, company, corporation, organization, partnership, or proprietorship, or any individual business-owner, licensed professional or certified practitioner that meets the requirements of sponsorship as set forth by the Board shall hold Sponsor Membership. Sponsor Members shall not have voting rights in the Club. Individual and Family members of a Sponsor are eligible to hold other membership classes.
2.3 Honorary Membership. The Board may designate an individual as an Honorary Member under this membership class for any reason that furthers the purpose of the club.
2.4. Family Membership. Any individual, spouse and/or children of the same household dedicated to the mission and purposes of the Club.
2.5. Individual Membership. Any individual dedicated to the mission and purposes of the Club not meeting the requirements for Family Membership shall hold Individual Membership.
Section 3. Admission. Applicants for membership with the Club are automatically admitted upon compliance with the requirements set forth by the Board such as payment of dues.
Section 4. Evidence of Membership. Each Member will have evidence of membership as listed on the Club website. Any member can request from the Board of Directors a certificate or membership card as further evidence.
Section 5. Suspension. All Members must display ethical conduct and sportsmanship at all times. Any Members acting in a manner contrary or detrimental to the stated purpose of the Club may be suspended for cause by a majority vote of the Board of Directors provided there is a quorum for the meeting at which the action is taken. At any meeting of the Board where a vote is to be taken to suspend a Member, the Member in question may attend and shall be given a reasonable opportunity to respond to charges giving rise to the vote for suspension.
Section 6. Membership Dues.
6.1. Assessment. The Board of Directors shall establish a schedule of annual dues for Membership in the Club.
6.2. Assessment Period. The assessment of dues for membership runs on an annual basis. The annual membership year for all Members shall begin on the first day of January and end on the last day of December.
6.3. Delinquency. Any Member failing to remit dues by the first day of January for the membership year shall be deemed delinquent. Members deemed delinquent in the payment of dues shall be disqualified from voting at, or otherwise participating in, the Annual Meeting or any Special Meetings of the Membership; holding any office or
committee position; or otherwise enjoying the privileges of membership within the Club until arrears are brought current. Removal occurs on February 1. The former member may then sign up as a new member paying the new
6.4. Waiver. The dues of a Member may be waived at the discretion of the Board of Directors if a request for such waiver is received by the Board prior to the first day of January of the membership year for which waiver is sought.
6.5. Payment of Dues for New Members. Unless waived by the Board of Directors, annual dues for new Members are payable on or before the date upon which the member is admitted. Annual dues for applications received after the first day of January may be pro rated for that year on a basis to be determined by the Board.
6.6. Payment of Dues for Removed Members. Members that have been permanently removed form the Membership are not entitled to a return of their dues, or any portion thereof.
Meetings of the Membership
Section 1. Meetings.
1.1. Annual Meeting. An Annual meeting for the Club shall be held in January each year on any day in that month as determined by the Board of Directors.
1.2. Special Meetings. Special Meetings of the Members entitled to vote may be called at any time by the President, or a majority vote of the Board of Directors, provided there is a quorum at the meeting of the Board of Directors at which the action for a special meeting is taken, or upon the written request of at least ten (10) percent of the qualified voting Members of the Club.
Section 2. Place of Meetings. Meetings of the Membership shall be held at the principal meeting place of the Club or at such other place, within or outside the Greater St. Louis Metropolitan Area, as may be fixed by the Board of Directors.
Section 3. Notice of Meetings.
3.1. Written Notice. Written notice shall be given to Members entitled to vote of each meeting of the Membership. Notices shall state the place, dates and hours of the meeting and, unless it is the Annual Meeting, shall also indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a Special Meeting shall also state the purpose or purposes for which it is being called. A copy of the notice of any meeting shall be given, personally or by member email address on file with the club not less than ten (10) nor more than fifty (50) days before the date of the meeting, or by any class of mail not less than thirty (30) nor more than sixty (60) days before such date, to all Members entitled to vote at such meeting. If mailed, such notice is given when the email is sent or the notice is deposited in the United States mail, with postage thereon pre-paid, directed to the Member at the Member’s address as it appears on the record of Members, or if the Member has filed with the Secretary a written request that notices to the Member not be emailed or be mailed to some other address, then directed to the Member at such other address.
3.2. Notice by Publication. Provided thisClub has more than five hundred (500) Members, notice of meetings of the Membership may be served by publication, in lieu of mailing, in a newspaper published in the county in the state in which the principal office of this Club is located, once a week for three (3) successive weeks next preceding the date of the meeting.
3.3 Waiver of Notice. Notice of meetings of the Membership need not be given to any Member entitled to vote who submits a signed waiver of notice, whether before or after the meeting. The attendance of any Member entitled to vote at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by the Member.
Section 4. Quorum. A quorum shall be required for the legal and proper conduct of the business of the Membership. Members entitled to cast at least ten percent (10%) of the total number of votes entitled to be cast at a meeting of the Membership shall constitute a quorum for the transaction of any business, and must include at least one board member. A properly convened meeting shall immediately be called to an end in the event that the withdrawal of certain Members renders the Membership without at least ten percent (10%) of the total number of votes entitled to be cast at the meeting.
Section 5. Adjournment. A majority of the Members entitled to vote present at any meeting of the Membership, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Members entitled to vote absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other Members entitled to vote.
Section 6. Organization
6.1. Chair. At all meetings of the Membership, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the President shall preside.
6.2. Secretary. At all meetings of the Membership, the Secretary, or, in his/her absence, any Assistant Secretary or, in his/her absence, another Director chosen by the Secretary shall act as secretary at the meeting.
Section 7. Qualification of Voters.
7.1. Votes Authorized. Every Member of record of the Club shall be entitled to one (1) vote upon each proposition coming before the Annual Meeting or any Special Meetings of the Membership.
7.2. Qualification. The Board of Directors may fix a date as the record date for the purpose of determining the Members entitled to vote at any meeting of the members or any adjournment thereof, or to express consent to or dissent any proposal without a meeting. The record date shall not be more than fifty (50) nor less than ten (10) days before the date of the meeting.
Section 8. Voting.
8.1 Election of Directors. Members of the Board of Directors shall be elected by a plurality of the votes cast by the Members entitled to vote, except as may otherwise be required by law, the Certificate of Incorporation and/or these By-Laws. Each Member entitled to vote shall be provided with one ballot for voting, to be distributed via the electronic or paper means, not less than ten (10) days before the close of the election process.
8.2. Other Actions of the Membership. Whenever any corporate action, other than the election of Directors, is to be taken by vote of the Membership, it shall, except as otherwise may be required by law, the Certificate of Incorporation and/or these By-Laws, be authorized by a majority of the votes of attending members cast at such meeting.
Section 9. Proxies.
9.1. Proxies Authorized. Every Individual Member entitled to vote at Membership meetings or to express consent or dissent without a meeting may authorize another person or persons to act for such Member by proxy as long as they have notified one of the club’s board members either by U.S. mail or email.
9.2. Validation. Every proxy must be signed by the Member or the Member’s attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided by proxy.
9.3. Revocation. Every proxy shall be revocable at the pleasure of the Member executing same, except as may otherwise be provided by law.
Board of Directors
Section 1. General Management. The general management of the affairs of this Club shall be vested in a Board of Directors. The Board of Directors shall have control of the property of the Club and shall determine its policies with the advice of its various committees. It shall have power to employ necessary staff and other help, authorize expenditures and take all necessary and proper steps to carry out the purposes of this Club and to promote its best interest.
Section 2. Number. There shall be at least six (6), but no more than fifteen (15), seats on the Board of Directors, including Officers. The elected Board shall consist of a President, President Elect, Vice President, Secretary, Treasurer and three (3) At Large Directors.
Section 3. Qualifications. Each member of the Board of Directors must be at least eighteen (18) years of age and be an Individual Member or Family Member of the Club.
Section 4. Selection Procedure of Directors, Terms of Office & Vacancies.
4.1. Selection. The Membership shall elect all Board of Directors of the Club.
4.2. Selection Procedure. All Members entitled to vote shall cast a vote for a number of candidates equal to the number of vacancies to be filled until the required number of Board members, as specified in Section 2 of this article, is achieved. If, at any time during this process, there is a tie among a number of candidates, which number is greater than the number of vacancies remaining, the voters shall thereupon vote again, casting a number of votes equal to the remaining vacancies. Only the candidates who are tied may run in this subsequent election. The remaining vacancies shall be filled as outlined above. All subsequent ties shall be dealt with as outlined herein.
4.3. Terms of Office. The termof office for a Board member shall be a one (1) year term. The terms of office for all Directors shall begin on the day of their election and shall conclude upon the election of their successors. No Board member may serve more than four (4) consecutive terms.
4.4. Vacancies. A vacancy in office shall arise upon the death, resignation, removal or lapse of membership of a Director. Except in the cases of the office of President, a vacancy on the Board of Directors occurring in the interim between annual meetings shall be filled by an interim successor appointed by the Board of Directors. In the case of a vacancy in the office of President, the President-Elect shall assume the Presidency. If the vacancy occurs during the first 6 months of the year, a new President Elect will be elected through a special election and the acting President’s term of office will conclude when annual elections create a new board of directors. If the vacancy occurs during the last 6 months of the year, the acting President will have the option to conclude their term when annual elections take place or continue on as President the following year. The decision to continue into the next year or conclude the term in the same year shall be made prior to the beginning of the next annual election cycle.
Section 5. Resignation. A Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Club. Unless otherwise specified in notice, the resignation shall take effect upon receipt thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.
Section 6. Suspension. Any or all of the members of the Board of Directors may be suspended for cause by a majority vote of the Board of Directors, provided there is a quorum for the meeting at which the action is taken. At any meeting of the Board where a vote is to be taken to suspend a Director, the Director in question may attend and shall be given a reasonable opportunity to respond to charges giving rise to the vote for suspension.
Section 7. Annual Report.
The Board of Directors shall hold a Business Meeting in January designated as the Annual Meeting of the Club. The purpose of this meeting is to detail the following:
- Introduce a report, showing in appropriate detail, the financial statement, assets, and budgets for the upcoming year;
- Introduce the new Board of Directors, and;
- Discuss changes, goals, and planned events for the upcoming year;
This report shall be filed with the records of this Club and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.
Meetings of the Board of Directors
Section 1. Meetings.
1.1. Regular Meetings. The Board of Directors shall endeavor to convene Regular Meetings on a monthly basis. Regular Meetings of the Board of Directors may be held, with, or without, notice at such times as may be fixed from time to time by resolution of the Board of Directors.
1.2. Special Meetings. Special Meetings of the Board of’ Directors shall be held whenever called by the President, the Secretary, or any three (3) Directors. Notice of Special Meetings shall be given personally or by telephone, electronic mail, facsimile or first class mail and shall state the purposes, time and place of the meeting. If notice is given personally or by telephone it shall be given not less than three (3) days before the meeting; if it is given by electronic mail,facsimile or first class mail, itshall be given not lessthan five (5) days before the meeting. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
Section 2. Quorum. A quorum shall be required for the legal and proper conduct of the business of the Board of Directors. A majority of the total number of members of the Board of Directors then in existence shall constitute a quorum for the transaction of any business. In the event that withdrawal of certain Directors renders the Board of Directors without at least a majority of the total number of votes entitled to be cast, no further action can be taken during the meeting.
Section 3. Adjournment. A majority of directors present at a meeting of the Board of Directors, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other Directors.
Section 4. Organization.
4.1. Chair. At all meetings of the Board of Directors, the President, or, in his/her absence, the Vice-President or, in his/her absence, another Director chosen by the Board shall preside.
4.2. Secretary. At all meetings of the Board of directors, the Secretary, or, in his/her absence, any Assistant Secretary or, in his/her absence, another Director chosen by the Board shall act as secretary of the meeting.
Section 5. Voting. Each member of the Board of Directors shall have one vote. A majority vote of those present, provided there is a quorum, shall be sufficient on any proposition presented and acted upon at a meeting.
Section 6. Action by the Board of Directors.
6.1. Action Defined. Except as otherwise provided by law or in these By-Laws, an “Action,” or “Act,” of the Board of Directors shall mean an action at a meeting of the Board authorized by vote of a majority of the Directors present at the time of the vote, provided a sufficient quorum is present.
6.2. Written Consent. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
6.3. Electronic Communication. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 7. Attendance. A member of the Board of Directors who has missed three (3) consecutive meetings without reasonable cause shall be asked to resign. After the second meeting, the Secretary shall mail a letter to the subject Board member informing him/her that if he/she does not attend the third meeting, a motion to this effect will be made at the fourth meeting. The Director in question mayattend thisfourth meeting and shall be given a reasonable opportunity to respond to charges giving rise to the vote requesting resignation.
Section 1. Duties.
1.1. President. The President shall be the principal executive officer of the Club and shall in general supervise and control all of the business and affairs of the Club. He/she shall preside at all meetings of the members and of the Board of Directors. The President, the Secretary or any other proper officer of the Club authorized by the Board of Directors may sign any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other Officer or agency of the Club. In general the President shall perform all duties as may be prescribed by the Board of Directors from time to time. At the conclusion of his final term, the President shall serve one (1) additional year as an Immediate Past President, an ex-officio, non-elected member of the Board of Directors without voting privileges. The President shall be responsible for the appointment of committee members.
1.2. President Elect. The President Elect will be in attendance at all Board of Director meetings and will be considered a voting member and to provide continuity on the Board.
1.3. Vice President. In the absence of the President, or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. He/she shall also assume responsibilities for oversight relative to corporate committees. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors. The Vice President shall be responsible for putting together the ballots for the election of Directors.
1.4. Secretary. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, and be custodian of the corporate records of the Club. The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors. In addition, the Secretary shall notify members of their election to office or their appointment to committees and keep a record of the transactions of the Club and of the Executive Board.
1.5. Treasurer. The Treasurer shall be responsible for the supervision of an account of all monies received or expended by the Club. In general, the treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. He/she shall report to the Board at all meetings, according to a format prescribed by the Board of Directors.
1.6. At Large Directors. An At Large Director will be considered a voting member and be available to perform duties as assigned by the President or by the Board of Directors. May not be required to attend all Board meetings.
Section 1. Appointments.
1.1. Standing Committees. The President shall, subject to approval of the Board of Directors, appoint Committees as deemed necessary by the Board to include Membership, Volunteer, and Group Training.
1.2. Ad Hoc Committees. Additional committees may be created and appointed by the president with the consent of the board of directors as needed for special purposes.
Section 2. Powers and Responsibilities. Each committee and every member thereof shall serve at the pleasure of the Board of Directors. Except as otherwise be provided by Section 6 of this Article, no committee shall have the power to represent, bind or otherwise speak for the Club without the express consent of the Board of Directors. Each committee shall keep minutes of proceedings and regularly report to the Board of Directors
Section 3. Qualifications. All committees of the Club shall be comprised of Members of the Club. The Board of
Directors may establish or waive qualifications for committee membership at its discretion.
Section 4. Meetings. Meetings of committees, of which no notice shall be necessary, shall be held at such time and place as shall be fixed by the President of the Club or the Chairperson of the Committee or by a majority vote of all of the members of the Committee.
Section 5. Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board of Directors, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of the committee shall be the act of the committee. The procedures and manner of acting of the committees of the Board shall be subject at all times to the Directions of the Board of Directors.
Section 6. Executive Committee. The Board Directors shall be comprised of the elected Officers of the Club, to wit: President, Vice President, Secretary, Treasurer and At Large Director(s). Additional members of the Board of Directors may be appointed to serve on the Committee at the discretion of the Board. The President shall serve as the Chair of the Executive Committee. The Executive Committee shall maintain surveillance of the business and affairs of the Club and shall be empowered to transact only such business as may be necessary between meetings of the Board of Directors. The Committee shall be responsible for overseeing the personnel affairs of the Club, including, but not limited to developing and reviewing personnel policies and hiring, training, supervising evaluating and, if necessary, terminating the Club’s Executive Director. The Committee shall also be responsible for ensuring that the Club engages in strategic planning. Meetings of the Committee may be called by the Chair or by any two (2) members of the Committee. The Committee shall submit a report of its actions at all regularly scheduled or special meetings of the Board of Directors.
Section 7. Suspension. Any or all committees of the Club may be suspended or abolished for cause by a majority vote of the Board of Directors, provided there is a quorum for the meeting at which the action is taken.
These By-Laws may be amended, repealed or altered in whole or in part by the majority vote of the Membership in attendance at the annual meeting or at any special meeting of the Membership called for that purpose or by the majority vote of the Board of Directors at any regular or special meeting of the Board called for that purpose, excepting that the Board shall have no authority to amend, repeal or alter any By-Law effecting the rights and responsibilities of the Membership as defined by Article III of these By-Laws and/or statute. Any By-Law adopted by the Board may be amended or repealed by the Members. If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next Annual Meeting of the Members the By-Law so adopted, amended or repealed, together with a concise statement of the changes made.
The membership shall have the right to require an audit by an independent Certified Public Accountant who is not an officer, board member or employee of the Club upon a majority vote by the membership at a membership meeting provided that there is a proper quorum or upon written request by at least 10% of the membership entitled to vote.
ARTICLE XI. Compensation,
Reimbursement & Loans
Section 1. Compensation. No elected Director, Officer or member of a Committee shall receive compensation for his/her services.
Section 2. Reimbursement. Notwithstanding the mandates of this Article, at the discretion of the Board of Directors,
individual Directors, Officers, and members of Committees may be reimbursed in an amount determined by the Board for expenses reasonably incurred by them in the performance of their duties.
Section 3. Loans. No loans shall be made by the Club to its Directors, Officers, members of committees or to any other
corporation, firm, association or other entity in which one or more of its Directors, Officers or committee members are Directors or Officers or hold a substantial financial interest, except as may be permitted by law.
Duty of Loyalty & Conflict of Interest
Section 1. Duty of Loyalty. No Officer or Director shall engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Club. No Officer or Director shall take any action, or establish any interest, that compromises his/her ability to represent the Club’s best interest.
Section 2. Conflict of Interest.
2.1 Definition. A conflict ofinterest exists when a matterto be acted upon by the Board of Directors confers a direct, substantial benefit to any Officer or Director of the Board, or business or agency from which such an Officer or Director derives an income or has authority in governance.
2.2. Abstention. An Officer or Director shall abstain from voting or attempting to influence the vote on any matter before the Board that places him or her in a conflict of interest.
2.3. Disclosure. An Officer or Director shall disclose the conflict or potential conflict as soon as he/she recognizes the conflict. If self-disclosure is not revealed, the Board President or any member of the Board of Directors can, prior to voting on a specific matter in which a potential conflict of interest exists, inquire whether any member of the Board desires to abstain from voting because of a conflict of interest. If no conflict of interest is disclosed but the President or any other member of the Board states the opinion that such a conflict exists and the challenged Board member refuses to abstain from the deliberations or voting as requested, the President shall immediately call for a vote of the Directors to determine whether the challenged Officer or Director is in a conflict of interest. If a majority of the Directors present vote to require the abstention of the challenged Officer or Director, that Officer or Director shall not be permitted to vote.
If there is any conflict between the provisions of the Certificate of Incorporation and the By-Laws, the provisions of the Certificate of Incorporation shall govern.
Contracts, Loans, Bank Checks & Drafts & Bank Deposits
Section 1. Contracts. The Board of Directors, except as these By-Laws may otherwise provide, may authorize any officer or officers, agent or agents, in the name of the Club to enter into any contract or execute and deliver any instrument, and such authority may be general or confined to specific instances; but unless so authorized by the Board of Directors, or expressly authorized by these By-Laws, no Officers, agents or employees shall have the power or authority to bind the Club by any contract or engagement or to pledge its credit or render it financially liable in any amount for any purpose.
Section 2. Loans. No loans shall be contracted on behalf of the Club unless specifically authorized by the Board of
Section 3. Bank Checks and Drafts. All bank checks and drafts and all other such orders for the payment of monies out
of the funds of the Club, and all notes or other evidences of indebtedness of the Club, shall be signed on behalf of the Club in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Bank Deposits. All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board of Directors may select.
Section 1. Dissolution. This Club may be dissolved by a two-thirds (2/3) majority vote of the Membership present at any annual meeting or special meeting of the Membership called for that purpose.
Section 2. Residual Assets. Upon dissolution of the organization, any residual assets shall be donated to a not-for-profit organization(s) with purposes of this organization.
The fiscal year of the Club shall commence on the first day of January and end on the last day of December.
Harassment of any kind is not productive and will not be tolerated by this Club. Any individual bound by these By-Laws who is subject to verbally abusive language relating to race, ethnicity, national origin, gender, religion, veteran status, marital status, age, disability or sexual orientation, or who experiences inappropriate physical touching or suggestive language is encouraged to report it immediately to the President or any board member in good standing. Any individual bound by these By-Laws who is aware of such verbally or physically abusive conditions should report such activity immediately. Violation is subject to Article III. Section 5 regarding suspension.
Indemnification of Directors, Officers & Employees
Section 1. Authorized Indemnification. Unless clearly prohibited by law or these By-Laws, this Club shall indemnify any person (an “Indemnified Person”) made or threatened to be made a party in any action or proceeding. whether civil, criminal, administrative, investigative or otherwise, including any action by the Club, by reason of the fact that s/he (or her/his Testator or Administrator, if then deceased), whether before or after adoption of this Article: (a) is or was a Director or Officer of the Club, or; (b) is serving or served, in any capacity, at the request of the Club, as a Director or Officer of any other corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines. penalties, amounts paid in settlement (provided the Club shall have consented to such settlement) and reasonable expenses. including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding.
Section 2. Prohibited Indemnification. The Club shall not indemnify any person if a judgment, or other final adjudication, adverse to any Indemnified Person establishes, or the Board of Directors in good faith determines, that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that s/he personally garnered any financial profit or other advantage to which s/he was not legally entitled.