POTOMAC VALLEY TRACK CLUB, INCORPORATED
- At our monthly club meeting on Thursday, July 20, 2017, at 7:30 PM at Walter Reed Community Center, 2909 16th Street South, Arlington VA, Potomac Valley Track Club changed its name to "Potomac Valley Track Club, Incorporated"
and added Section 1.5 Purposes to its by-laws, the document that defines how we run our club.
- A committee including Craig Chasse, James Pearce, Jerry Bookin-Weiner, and Jay Jacob Wind drafted the purposes section, and the monthly club meeting considered them and approved them unanimously.
- At our monthly club meeting on Thursday, October 10, 2013, at 7:30 PM at Walter Reed Community Center, 2909 16th Street South, Arlington VA, Potomac Valley Track Club adopted revised by-laws, the document that defines how we
run our club.
- A committee including Peter Blank, Craig Chasse, John Haubert, James Pearce, Jen Stephens, and Jay Jacob Wind drafted the proposed revised by-laws, and the monthly club meeting considered them at two meetings and approved them unanimously.
ORGANIZATIONAL BY-LAWSArticle I. Identification
1.1 Name. The name of the corporation is POTOMAC VALLEY TRACK CLUB, INCORPORATED ("the Corporation")
1.2 Registered Office and Registered Agent. The Corporation shall maintain a registered office and a registered agent in the District of Columbia.
1.3 Seal. The seal of the Corporation shall be circular in form, with the peripheral wording "Potomac Valley Track Club." In the center shall appear a winged foot, with the U.S. Capitol in the background.
1.4 Fiscal year. The fiscal year of the Corporation shall begin the first day of January in each year and end the last day of December in the same year.
1.5 Purposes. The Corporation is organized for these purposes:
1.5.1 Encourage athletic and recreational activity, communication, and cooperation for people of all ages and of all athletic abilities
1.5.2 Be open and welcoming to people all races, genders, religions and beliefs, and sexual orientations
1.5.3 Teach, support and offer opportunities to compete in the sports of track and field, including pentathlon and decathlon/heptathlon events, throwing combined events, long distance running, and race walking
1.5.4 Provide programs to enable members to remain healthy and strong as they age
1.5.5 Support and encourage members to contribute leadership and time to local regional and national organizations supporting track & field, long distance running, and race walking, and contribute to bringing national events to our region
1.5.6 Reduce the governmental burden by supporting schools and offering scholarships, assistance, and reduced-cost opportunities
1.5.7 Make monetary, equipment, and in-kind contributions and offer our members' time to other organizations with similar purposes
2.1 Annual Dues. The Corporation will assess each member annual dues which must be paid to establish or retain membership privileges. The Board of Directors will determine the amount of the annual dues.
2.2 No Capital Stock. No capital stock will be issued or sold as a membership requirement.
3.1 Regular Membership Meetings. Regular membership meetings of the corporation shall be held at any convenient location. A quorum at regular membership meetings shall consist of at least 5 members, including at least 3 officers or directors.
3.2 Annual Membership Meeting. The annual membership meeting shall be held at a convenient time and place. Failure to hold the annual meeting at the designated time shall not cause dissolution of the corporation. A quorum at the annual membership meeting shall consist of at least 12 members, including at least 3 officers or directors.
3.3 Special Membership Meetings. Special membership meetings may be called by the president, by the Board of Directors, or by petition to the secretary of the Corporation of at least 30 current members. Upon receiving such a petition, the president shall call a special membership meeting as soon as practicable. A quorum at special membership meetings shall consist of at least 5 members, including at least 3 officers or directors. The issues considered by a special membership meeting shall be limited to those stated in the notice of meeting.
3.4 Notice. The Corporation shall provide at least 14 days notice of membership meetings on its web site.
3.5 Powers. Any decision regarding the operation of the Corporation may be made at any membership meeting by a majority vote of the members present and voting.
Article 4. Board of Directors
4.1 Number and Qualifications. The business and affairs of the corporation shall be managed by a Board of Directors, who need not be residents of the District of Columbia but shall be members of the corporation. The Board shall consist of at least 5 members. The Board may vote from time to time to increase that number.
4.2 Election. At each annual membership meeting, the members shall elect directors to hold office until the next succeeding annual meeting. All directors shall hold office for the term for which they are elected and until their successor is elected. At its annual meeting, the Board of Directors shall elect one of its members to be chair.
4.3 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall complete the unexpired term in the office of his or her predecessor.
4.4 Place of Meetings. Meetings of the Board of Directors, annual, regular, or special, may be held either in or outside the District of Columbia.
4.5 Meetings. Meetings of the Board of Directors may be held upon notice by letter, by e-mail, or by telephone, as much in advance as possible.
4.6 Quorum. A majority of the directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.7 Action Without a Meeting. The Board of Directors may take action without a formal meeting if all the Directors consent in writing to the action. The Secretary of the Corporation shall report the action taken between meetings in the minutes of the next meeting.
4.8 Duties of the Board of Directors. The Board of Directors shall oversee the Corporation, including:
- Articulate the purposes and vision of the Corporation to the members and to the general public
- Assist in finding, developing, supporting, and evaluating the executive officers of the Corporation
- Monitor the budgets, insurance, financial operations, and financial strength of the Corporation; protect its assets and review the timeliness and completeness of reporting to governmental agencies and to the members
- Make certain that the Corporation maintains legal and ethical integrity
- Engage in long term planning and evaluation of the success of the Corporation in implementing its plans
- Develop future board members and officers of the Corporation and ensure that board members are actively engaged in fulfilling the above duties and principles.
Article 5. Officers
5.1 Officers. The officers of the Corporation shall consist of a president, vice-president, secretary, and treasurer, who shall be elected by the Board of Directors at its annual meeting. No person may serve in more than one officer position at a time. Officers shall not be directors of the Corporation, but they must be members. The Board of Directors may elect assistant officers and agents as they may deem necessary.
5.2 Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the corporation, or otherwise, the vacancy shall be filled by the Board of Directors, and the officer so elected shall hold office until a successor is elected.
5.3 President. The president shall have active executive management of the operations of the Corporation, subject, however, to the oversight of the Board of Directors. The president shall preside at all meetings of members, discharge all the duties incumbent upon a presiding officer, and perform such other duties as these by-laws provide or the Board of Directors may prescribe. The president shall have full authority to execute proxies on behalf of the Corporation, to vote stock owned by it in any other corporation, and to execute powers of attorney appointing other corporations, partnerships, or individuals as the agent of the Corporation. The president may sign agreements on behalf of the Corporation, up to $1000. The Board of Directors or the membership must approve agreements of $1000 or more.
5.4 Vice-President. The vice president shall perform all duties incumbent upon the president during the absence or disability of the president, and shall perform such other duties as these by-laws may provide or the Board of Directors may prescribe.
5.5 Secretary. The secretary shall attend all meetings of the members and of the Board of Directors and shall keep a true and complete record of the proceedings of these meetings. The secretary shall be custodian of the records and of the seal of the Corporation and shall see that the seal is affixed to all documents, the execution of which is duly authorized. The secretary shall publish all notices and shall perform such other duties as the by-laws may provide or the Board of Directors may prescribe.
5.6 Treasurer. The treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The treasurer shall be the legal custodian of all moneys, notes, securities, and other valuables that may from time to time come into the possession of the Corporation. The treasurer shall immediately deposit all funds of the Corporation into accounts at federally-insured institutions to be designated by the Board of Directors, and shall keep these accounts in the name of the Corporation. The treasurer shall provide the Board of Directors an income statement and a balance sheet of the Corporation at least annually and shall perform such other duties as these by-laws may provide or the Board of Directors may prescribe. The treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.
5.7. Transfer of Authority. In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the corporation, provided a majority of the full Board of Directors concurs.
Article 6. Special Corporate Acts
6.1 Negotiable Instruments, Deeds, and Contracts. All checks, notes, and orders for payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds, or other securities owned by the Corporation, shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by the president or the treasurer. The Board of Directors may, however, authorize any other officer to sign any such instruments, for and on behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation sign such instruments; and may authorize the use of facsimile signatures of any such persons.
7.1 Amendments. These by-laws may be amended by a majority vote of the Board of Directors or at a special membership meeting, after posting the proposed amendments on the Corporation's web site for at least 30 days and providing at least 30 days' notice to members by e-mail to receive comments prior to a vote by the Board of Directors. Any member may propose a by-law amendment to the secretary of the corporation, who shall bring the proposed amendment to the attention of the Board of Directors. Upon receipt of a petition for an amendment by at least 30 members, the secretary shall promptly post the proposed amendment on the Corporation’s web site and send notice to the members via e-mail. The by-laws may contain any provisions for the regulation and management of the affairs of the Corporation not prohibited by law or by the Articles of Incorporation.
8.1 Liquidation. If a proceeding to liquidate the assets and affairs of the Corporation should be brought, all assets shall be applied and distributed consistent with the D.C. Code provisions for Nonprofit Corporation liquidation and the Internal Revenue Code.
9.1 Indemnification of Officers and Directors. The Corporation shall indemnify its officers, directors, and members acting in an official capacity on behalf of the Corporation against liabilities, fines, penalties, and claims imposed upon or asserted against the officer, director, or member (including amounts paid in settlement) for holding an official position, either currently or in the past, unless the officer, director, or member is determined by a court to be intentionally negligent.
Approved by unanimous vote on October 10, 2013
Amended by unanimous vote on July 20, 2017