Article I – Name
This organization shall be known as the New Orleans Track Club, Inc.
(referred to hereafter as NOTC).
Article II – Objectives
The objectives of this organization shall be:
- To support runners, joggers, and walkers of all abilities and
- To be a family-friendly organization that promotes health and
wellness for all.
- To promote and encourage running as a local, national, and
international sport, and to improve fitness and health and by
supporting running, jogging, and walking in accordance with the
objectives of the Road Runners Club of America and USA Track &
Towards these goals, the New Orleans Track Club, Inc. promotes and
conducts races and other related activities and additionally
disseminates information on running via publications, presentations,
and educational programs.
Article III – Nonprofit Status
This organization was incorporated as a not-for-profit organization by
the State of Louisiana in 1972.
Article IV – Tax Exempt Requirements
- The organization is organized exclusively for charitable,
religious, educational, and/or scientific purposes under section
501(c)(3) of the Internal Revenue Code or corresponding section of
any future federal tax code.
- No part of the net income of the organization shall inure to the
benefit of or be distributable to its directors, officers, members,
or other private persons, except that the organization shall be
authorized and empowered to pay reasonable compensation for services
actually rendered and to make payments and distributions in
furtherance of the purposes and objectives set forth in
- No substantial part of the activities of the organization shall
be the carrying on of propaganda or otherwise attempting to
influence legislation, and the organization shall not participate in
or intervene in any political campaign on behalf of any candidate
for public office.
- Notwithstanding any other provision of these Articles, the
organization shall not conduct or carry on any activities not
permitted to be conducted or carried on by an organization exempt
from tax under Section 501(c)(3) of the Internal Revenue Code of
2005, and to which contributors are then deductible under Section
170(c)(2) of such Code. The Officers and Board of Directors are
limited to and bound by the Internal Revenue Code, Title 26 as they
pertain to 501(c)(3) not for profit conflict of interest
Article V – Affiliation
The Elected Board of Directors of this organization shall consider and
act to affiliate this organization with the Road Runners Club of America
and other bodies when it is deemed to be in the best interest of the
organization membership to further the purposes and objectives set
forth in Article II.
Article VI – Membership
- The members of this organization shall consist of all dues-paying persons
and those exempted from paying dues by these Bylaws who are in
acceptance with the objectives of the Road Runners Club of America and
USA Track & Field regardless of age, race, or sex and who agree to comply
with the New Orleans Track Club Code of
- Membership shall be for one year, with a two year option, upon
receipt of application and dues as stated in
- All Past Presidents of the New Orleans Track Club, Inc. shall be
honorary members of this organization with a free lifetime
- The Membership Plan shall consist of Individual; Family (couple
or parent with children, age 20 and under, living in the same
household); Senior (age 60 and over); Youths (age 20 and under) and
- Membership may be terminated by resignation of a member or by two thirds
majority vote of the Elected Board of Directors present and voting in
cases of violations of the Code of Conduct
by a member.
- Before any member may be removed, that member must be notified in writing
of the reasons for potential removal, must be given an opportunity to
respond to those reasons and the matter must be formally placed on the
agenda for the next scheduled Board meeting.
Article VII – Dues
- Membership dues shall be paid annually or bi-annually. The amount of dues
shall be determined annually by the Elected Board of Directors. Members
shall be notified of renewal status thirty (30) days before expiration of
- In addition to regular annual dues, the Board of Directors may create
additional packages or incentives, the purchase or payment of which will
qualify individuals for membership.
- To qualify for membership and eligibility of benefits of this
Club, dues must be paid.
Article VIII – Board of Directors
- The Board of Directors shall consist of all officers, immediate Past
President, nine (9) elected Members-At-Large, and non-voting members
appointed by the President and approved by the elected Board of
Directors. Appointed members shall have all the duties and rights of
elected members, except that they shall not vote at Board meetings.
Term of office shall be for one year. The President shall preside over
the Board of Directors.
- The nine elected Members-at-Large and four officers shall be elected
at the June meeting every year by a plurality vote of the members present
- The Board of Directors may prescribe any procedure(s) for absentee voting
it deems appropriate to accommodate members who cannot attend the June
- Every member of the Board (elected and appointed) is expected to attend
the following mandatory Club functions:
- All races produced by the Club
- All regularly scheduled Board meetings
- All regularly scheduled general membership meetings.
- Removal from office. As determined by a two thirds majority vote of the
Elected Board of Directors present and voting, any Board member can be
removed from office for:
- Unexcused absence from three regular Board meetings in the
member's current term
- Unexcused absence from three Club-produced races in the member's
- Unexcused absence of either of the general membership meetings
- Missing three consecutive regular Board meetings without an
- Illegal or unlawful activity
- Not carrying out or fulfilling the duties of the Board position.
- Before any Board member may be removed, that Board member must be notified
in writing of the reasons for potential removal, must be given an
opportunity to respond to those reasons and the matter must be formally
placed on the agenda for the next scheduled Board meeting.
- In the event an elected Board Member is removed, the vacancy shall be
filled by a member elected by majority vote of the Elected Board of
Directors and officers.
- Standing Committees shall be: Finish Line, Communications, Race Day
Registration, Results/Scoring, Race Site/Safety, Race Walking, Race
Course, Grand Prix, Volunteers, Awards, Club Merchandise, Race Premiums,
Hall of Fame, Scholarships, Membership Data Entry, and Finance.
- The Board of Directors may appoint ad hoc committees as needed.
- All Board members shall serve on a Standing Committee.
- In addition to the duties described above, the Elected Board of Directors
shall implement and enforce the Club's Code of
Conduct; advise the President upon his/her request on any Club
business matters; approve the annual budget; approve any unbudgeted
expenses in excess of $250.00; attend Race Scheduling Meetings; assume th
duties of any appointment and volunteer and support the NOTC scheduled
races and events.
- The individual Board Members shall receive the following privileges:
Individual/Family membership; free race entry; reimbursement for parking
and out of town incurred expenses on Club business with approval by the
Board of Directors; and Club merchandise discounts.
- All resignations of officers, members-at-large, and appointed board
members must be submitted to the President in writing. The president shall
have the authority to appoint any active member to fill a vacancy in
office until the end of the unexpired term with the approval of the
Elected Board of Directors. The appointed member filling a vacancy, in
an elected position, shall have voting privileges at board meetings.
- No member of the Board of Directors shall conduct or work other races that
are in conflict with the New Orleans Track Club races.
- All members of the Board of Directors must annually complete and comply
with NOTC's applicable conflict of interest policy form.
- It is understood that any and all Board members and employees of the NOTC
are subject to a criminal background check. If such criminal background
check shows evidence of a felony conviction or crime involving moral
turpitude, the Board member or employee is subject to expulsion from the
Board by a majority vote of the remaining Board members.
- All requests for the use of any major New Orleans Track Club equipment
must be submitted in writing for Elected Board of Directors approval.
All requests for the use of any minor New Orleans Track Club equipment
must be submitted in writing for approval from at least two (2) of the
Executive Board. All parties will be responsible for rental fee, loss,
and damage as noted in the written agreement. The Rental Equipment Form
must be received by the NOTC before any equipment is released.
- Committee Chairs shall prepare a committee report summarizing their
activities, from the beginning to the end of the term, and submit it to
the President following the elections at the first scheduled board
meeting for outgoing and incoming Board of Directors.
- The Elected Board of Directors shall have the power to appoint and/or
employ any staff deemed necessary to conduct club business.
- Contract and temporary help, hired to assist with New Orleans Track Club
administrative work, and, the payment, thereof, must have Board approval
by a majority vote of the Elected Board of Directors. All contracts,
including contracts for road races, must be approved by majority vote of
the Elected Board of Directors and signed by the President and the Vice
President. However, when the President is not available, he/she may
designate in writing another officer.
Article IX – Officers
- The officers of this Club shall be:
- The elected Officers and Immediate Past President shall
constitute the Executive Committee.
- Only those members who have served at least one year as an
elected member on the Board of Directors in the previous five years
shall be eligible to hold the office of President or Vice
- The term of office shall be one year or until their successors
have been elected.
Article X – Duties of Officers
- The President shall preside at all meetings; shall be a member
ex-officio of all committees except the Nominating Committee; shall
obtain approval of the majority of the elected Board of Directors
for the following purposes: appointment of any active member to
serve as an Appointed Board Member and/or member of a committee;
creating, changing, or eliminating committees he/she deems necessary
to promote the welfare of the Club; appointment of any active member
to fill a vacancy in office until the next election of the Board of
Directors; removal of an elected or appointed board member when a
situation is deemed necessary due to just cause. The President shall
authorize all disbursements from the Club's treasury and shall
perform such duties as are incumbent on this office.
- The Vice-President shall assume the duties of the President in
his/her absence, resignation, or death. He/she shall assist the
President in the discharge of Club duties; assist at races where
needed; and shall serve as Marathon Chairperson.
- The Secretary shall record and keep accurate minutes of all meetings
of the Club on file for a minimum of three (3) years and shall mail
or send an electronic copy of these minutes to the Board of Directors
for review, in a timely manner, prior to the next meeting; he/she shall
notify the Board of Directors of board meetings, regular meetings, and
special meetings; and shall handle correspondence as deemed necessary
by the Board of Directors. The Secretary shall be responsible for
making the necessary arrangements for check signing signatures after
the election of new Officers and shall provide a corporate resolution
to the bank.
- The Treasurer shall oversee the receipt and deposit of all Club
funds to the proper accounts and oversee payment of all Club bills;
shall oversee the proper recording in the financial statements of
all transactions for a minimum of seven (7) years; shall prepare and
insure the accuracy of the monthly financial statements; shall
present consolidated and race specific financial statements to the
Board of Directors at each board meeting; shall give an annual
report; and shall prepare an annual budget, with the assistance of
the President, Immediate Past President, Vice-President, or
designated NOTC staff, to be presented at the June Board Meeting.
Checks are to be signed by the President and Treasurer; however, the
Vice-President can sign when neither the President or Treasurer is
- The Immediate Past President may serve for one term in an
advisory position. This ex-officio position will receive the same
privileges of an appointed Board Member.
Article XI – Nominations and Elections
- The President shall appoint a volunteer from the Board to serve
as the Chairman of the Nominating Committee. The Nominating
Committee Chairman shall be approved by the Elected Board of
Directors. A Nominating Committee shall be recommended for Board
member review and approval by the Nominations Chairman at the March
Board meeting. It shall consist of at least two (2) members from
the Board of Directors and four (4) from the General Membership.
The Nominations Chairman and members of the Nominating Committee
shall secure nominations and present a ballot for the elections.
- Nominations from the general membership must be submitted in
writing to the Nominating Committee ten (10) business days prior to
the election meeting. The nominating committee will be instructed
to present a slate of candidates for Officers and Members-At-Large
at the June meeting who will be voted on at that time. All nominees
must be current members of the New Orleans Track Club, Inc.
- Elections shall be by ballot. All memberships must be current with
dues paid no later than ten (10) business days prior to the election
to have voting privileges. A signature from each member is required
at the meeting to confirm current membership status and have one
vote which must be cast in person. A current membership list must
be submitted to the Nominations Chairperson five (5) days prior to
the election to have voting privileges.
- The Nominating Committee shall conduct all business related to
nominations and elections; not limited to, but, including: signing
in members, handing out ballots, tabulating votes, and accepting
ballots of members who must leave before the general assembly vote.
The Nominating Committee members may not campaign for any candidate.
No campaign material may be distributed at the election.
- Nominating Committee members accepting a nomination for election
will be dismissed from the duties as stated in Article
XI, Section 4. Additional tellers shall be appointed by the
Chairman, if deemed necessary, to assist in the election process.
Article XII – Special Committees
- Reserved for future use.
Article XIII – Meetings
(A) General, Board, Special, Scheduling
- General Membership Meetings shall be held at least two times
during the year. The time and place will be determined by the
President with approval by majority vote of the Elected Board of
Directors. Notice of a general meeting must be given to all members
fifteen (15) business days prior to the meeting.
- Board Meetings shall be held on the second Monday of each month.
Board Members must notify the President of an absence, and, if
pertinent to the agenda, submit a report on his/her committee.
- Special Board meetings may be called by the President whenever
the occasion demands; however a quorum of voting Board members must
be present to conduct and/or approve any business.
- Scheduling Meetings shall be held two times a year in January,
July and as necessary to develop a racing schedule, suggestions for
awards and prizes, and locations for the calendar year. The race
schedule and any changes must be approved by a majority vote of the
Elected Board of Directors.
(B) Order of Business
- Call to Order
- Approval of the Minutes and Correspondence
- Treasurer's Report
- Reports of the Executive Board
- Executive (Race) Director's Report
- Reports of Standing Committees
- Reports of Special Committees
- Unfinished Business
- New Business
Article XIV – Quorum
- A majority vote of the members present and voting shall be in
order at general membership meetings and special meetings.
- Seven (7) elected members of the board shall constitute a quorum
for board meetings. The president may cast only a deciding vote.
Article XV – Amendments
These Bylaws can be amended by any general or special meeting called
for that purpose, by a majority vote of the members present and voting,
provided written notice of such proposed amendments be presented not
less than ten (10) business days preceding the meeting.
Article XVI – Parliamentary Authority
- The rules contained in the current edition of Robert's Rules of
Order Newly Revised shall govern the Club in all cases to which they
are applicable and in which they are not inconsistent with these
bylaws and any special rules of order the Club may adopt.
- A Bylaws Revision Committee, appointed by the President, shall
study and make any necessary recommendations and revisions; it shall
be presented to the Board of Directors for advice and
recommendations prior to bringing it before the membership for a
vote; and shall be conducted every five years from the date of these
Article XVII – Dissolution
Upon the dissolution of the organization or the winding up of its
affairs, after all creditors have been paid, the assets of the
organization shall be distributed exclusively for charitable or
educational purposes or to organizations which are then exempt from
federal tax under Section 501(c)(3) of the Internal Revenue Code on
2005, and to which contributions are then deductible under Section
170(c)(2) of such Code.