This non-profit corporation shall be known as the "Seacoast Riptide Triathlon Club herein referred tp as "Club".
ARTICLE II: PURPOSES
The purposes for which the Club is organized are:
(a) To promote and encourage physical fitness and amateur participation in the sport of triathlon, duathlon, running, cycling, swimming and multi-sport activity;
(b) To 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.
(II) General Purposes and Powers:
(a) Notwithstanding any of the above statements of purposes and powers, the Club shall not engage in any activities or exercise any powers that are not in furtherance of the primary purposes of the Club; and
(b) In the event of dissolution of the Club, the assets shall be applied and distributed as follows:
1. All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made thereon; and
2. Assets not held upon a condition requiring return, transfer or conveyance to any other organization or individual, shall be distributed, transferred and conveyed pursuant to guidelines set by the Board of Directors in office at the time of such dissolution.
ARTICLE III. ADDRESS.
PRINCIPLE OFFICE: The principal address of the Club shall be 20 Doe Drive, Eliot Maine 03903
ARTICLE IV. MEMBERSHIP OF THE CLUB
Membership shall be open to any individual 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.
ARTICLE V. MEETINGS OF MEMBERSHIP
PLACE OF MEETINGS. The general meeting of members shall be held quarterly at a place and at a time to be determined by the Board of Directors. The meeting shall be presided over by the President or Vice President. General club meetings will be held January through September. The Annual Meeting shall be held in November and there shall be no regularly scheduled, general meeting to be held in December.
ANNUAL MEETING. The Annual Meeting of the Club shall be at a place and time selected by the Board of Directors, at which time the Members shall elect directors of the Club, and transact such other business as may be properly brought before such meeting. The President shall preside over Annual Meeting. The Treasurer shall make available to members at the Annual Meeting a year-to-date financial summary of the Club’s revenues and expenses.
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ARTICLE VI. BOARD OF DIRECTORS
The affairs of the Club shall be managed by the Board of Directors (the "Board") consisting of 5 directors. Each Director shall be a club member.
ELECTION, TERM OF OFFICE AND TERM LIMITS. The Board of Directors shall be elected at the annual meeting by a vote of the attending membership. To assist in securing qualified candidates, the President may appoint a nominating committee, which shall consist of one Board member and one member at large.
TERM OF OFFICE. One calendar year.
RESIGNATION. Any Director may resign at any time by giving written notice to the President or the Secretary of the Club. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation by the Board shall not be required.
REMOVAL. Any Director may be removed for cause at any time by a unanimous vote of the Board of Directors. Another person may be elected to serve for the remainder of his term at any Special Meeting of Members called for such purpose by a vote of a majority of the Members present or represented by proxy at such meeting. In case any vacancy so created shall not be filled by the members at such meeting, such vacancy may be filled by the Board as provided in Section 1 of this Article VI.
Section 1. VACANCIES. If any vacancy shall occur in the Board, such vacancy may be filled by the affirmative vote of a majority of all remaining Directors, even though the number of such remaining Directors is less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office or until his successor shall be elected and shall qualify.
ATTENDANCE. Board members are expected to attend all Board meetings and quarterly club meeting. Board members shall be responsible for notifying the President in the event they are going to be absent from a Board meeting. If a member misses two (2) consecutive Board meetings it may be cause for removal.
CONFLICT OF INTEREST. No Board member shall vote on any motion before the board if he/she has a personal interest in the outcome of the motion.
GENERAL POWERS. In addition to the powers and authorities expressly conferred upon it by these By-Laws, the Board may exercise all such powers of the Club and do all such lawful acts and things as are not by law, the Articles of Incorporation or these By-Laws directed or required to be exercised or done by the members.
ARTICLE VII. OFFICERS
OFFICERS. The officers of the Club shall consist of the following:
PRESIDENT. The President shall be the principal executive officer of the Club, shall in general supervise and control all of the business and affairs of the Club under the supervision of the Board and shall be ex officio a member of all committees of the Club. The President shall preside over Board and Clubmeetings and can appoint club members to fill vacancies on the Board. The President’s term of office shall be no more than one (1) year consecutively.
VICE PRESIDENT. In the absence of the President or in the event of his or 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. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or Board. The Vice President shall be responsible for recruiting guest speakers
and planning activities for the monthly club meetings.
TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Club; receive and give receipts for monies due and payable to the Club, and deposit all such monies in the name of the Club in the club’s bank account; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. The Treasurer shall present the Board of Directors with a comprehensive summary of revenues and expenses, on a monthly basis at the monthly Board meetings. The Treasurer shall also prepare and make available at the Annual Meeting a year-to-date summary of revenue and expenses.
SECRETARY. The Secretary shall keep the minutes of the meetings of the Board and of the Annual Meeting. Copies of all Minutes shall be forwarded to the club’s website Webmaster for posting in the appropriate place on the club’s website.
MEMBERSHIP COORDINATOR. The Membership Coordinator shall be responsible for maintaining a current club roster, revised on a monthly basis, for emailing a “President’s Welcome Letter” to new members, for forwarding a current club rooster to the Webmaster on a monthly basis, for forwarding a current club roster to any club sponsor wishing to receive same.
ELECTION, TERM of OFFICE and QUALIFICATION. The President and Vice-President shall be elected, annually, by the members of the Board at the first Board of Directors meeting subsequent to the election held at the Annual Meeting. The remaining officers shall be selected from the remaining Board Members whatever manner is determined by the Board. The Vice-President will not necessarily succeed to the position of President; however, being elected to the position of Vice-President shall not preclude any individual from being elected President for the next, ensuing term of the Board of Directors.
ARTICLE VIII. MEETING OF THE BOARD
PLACE OF MEETINGS. The Directors shall hold their meetings, both regular and special, at such place as shall be determined by the President. The President shall preside over all Board meetings.
ARTICLE IX. CHARITABLE DONATIONS
COMMUNITY OUTREACH: The Board shall have the authority, from time to time, to make charitable contributions and/or donations of club funds (referred to herein as “Gift(s)”), subject to the following guidelines and restrictions:
1. Each Gift proposal considered by the Board must be reviewed at a regular, quarterly Board of Director’s Meeting. Approval for funding of any Gift will require approval by a majority vote of the Board.
2. The Board shall only make Gifts to individuals and/or organizations conditioned upon furthering the Club’s purpose as set forth in Article II here under. No Gift shall be made to any individual or organization for a purpose other than to promote, either directly or indirectly, the interests of the Club and its membership and to further the pursuit and/or awareness of running, cycling, swimming, triathlon, duathlon and multi-sport fitness, education and safety in either the local community. Any Gift, regardless of size, with the anticipated purpose of promoting interests outside the local communities must be approved by a majority vote of the membership in attendance at the monthly club meeting during which such Gift is presented by the Board for approval.
ARTICLE X. DUES
ANNUAL DUES. Annual dues shall be set by the Board. Any change in the amount of dues shall be announced at the Annual Meeting. No vote of the membership will be required to effect a change to the annual dues.
ARTICLE XI. GENERAL PROVISIONS
INSPECTION OF BOOKS AND RECORDS. The books and records of the Club may be inspected by any Member for any proper purpose at any reasonable time.
Section 2
COMPENSATION. Officers and Directors shall not receive any compensation in the form of salary for their services in such capacities, provided that nothing herein shall be construed to preclude any Office or Director from being reimbursed by the Club for reasonable expenses actually incurred in the performance of their duties, or from serving the Club in any or other capacity and receiving compensation therefore. CHECKS, NOTES, ETC. All checks of the Club shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate. In the absence of such designation by the Board, such instruments shall be signed by the Treasurer and may be countersigned by the President or Vice President. No board member is authorized to spend or contract on behalf of the Club without the approval of the Board.
DEPOSITS. All funds of the Club shall be deposited from time to time to the credit of the Club in such bank as the Board may select. The president and Treasurer are the only signing members on the account.
GIFTS. The Board may accept on behalf of the Club any contribution, gift, bequest, or devise for the general purposes or for any specific or special purpose of the Club.
CALENDAR YEAR. The Club’s Calendar Year shall run from January 1st to December 31st.
ARTICLE XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
INDEMNIFICATION. Each person who is or was a Director or officer of the Club, or who serves or may have served at the request of the Club and who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative, including appeals, shall be indemnified by the Club as a matter of right to the full extent permitted or authorized by the State of Maine, as it may from time to time be amended, against any expense (including attorneys' fee), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in his capacity as a Director or officer, or arising out of his status as a Director or officer.
