NAME AND PRINCIPAL PLACE OF BUSINESS
Section 1. Name This Club, which is incorporated under the laws of the
State of Oklahoma, shall be called “The Triathlon Club of Oklahoma
City”, and may be referred to hereafter and in other proceedings and
records as “TRI-OKC”.
Section 2. Principal Office The principal office of this Club shall be
located in the State of Oklahoma, where this Club intends to conduct the
majority of its activities (current official address: 53 NW 42, Oklahoma
City, OK 73118).
PURPOSES AND OBJECTIVES
Section 1. Purposes and Objectives The purpose and objectives of this
Club shall be: To strengthen and advance the sport of triathlon; To
promote the educational pursuit of triathlon, general physical fitness,
and the representation of the sport of triathlon within the community;
To publish and otherwise disseminate information related to the sport of
triathlon; Generally to do such things as may be necessary to accomplish
the above, but not for the pecuniary profit or gain of its members,
directors or officers.
GOVERNMENT AND MANAGEMENT OF CORPORATE AFFAIRS
Section 1. Government and Management The government and management of
this Organization, except as otherwise provided by law or in the By-laws
of this Organization, shall be vested in the Executive Board of this
Organization. The composition, manner of selection, terms of office and
duties and responsibilities of the Executive Board shall be as provided
in the By-laws of this Organization.
Section 2. Authority and Jurisdiction Any authority of government,
management or control not otherwise specified in either the Constitution
or By-laws of this Organization shall be reserved to the Executive
Board, and the Executive Board shall be vested with full power and
authority to put into effect the laws, resolutions and decisions of the
Section 3. Non-Profit Status The Triathlon Club of Oklahoma Cit is a
nonprofit organization. No members of this Organization shall have any
right or interest in or to the property or assets of this Organization.
In the event of the dissolution of this Organization, any assets
remaining after satisfaction of all liabilities shall be distributed for
charitable or educational means as provided for in the By-laws of the
Organization and in accordance with
Section 501(c)(6) of the Internal Revenue Code of 1954.
Robert’s Rules of Order, as may be from time to
time revised or amended, shall govern the proceedings of all meetings or
bodies of this Organization, except as otherwise provided for or
specified in the By-laws of the Organization.
Section 1. Ballot by Members The Constitution of this Organization may
be altered or amended by a two-thirds (2/3) majority of the votes cast
by the members of the Organization at the annual business meeting of the
Section 2. Proposal of Amendments Amendments to the Constitution of this
Organization may be proposed by: A resolution of the Executive Board; A
resolution of a duly appointed constitutional committee; A written
resolution signed by one-quarter (1/4) of the Active and Honorary Life
membership of this Organization.
Section 3. Voting Procedure Any amendments shall be published by the
Executive Board in the Organization newsletter or by other suitable
means at least one (1) month prior to the annual business meeting of
this Organization as established in its By-laws. Action must be taken
during the annual business meeting. Any duly qualified member of record
may attend and vote in person, or by a properly executed ballot received
by the Secretary prior to the date of the annual business meeting or by
a properly authorized and executed proxy. A two-thirds (2/3) majority
favorable vote of the ballots cast at the annual business meeting shall
be sufficient to amend the Constitution of this Organization.
Section 1. Membership Categories The membership shall be granted without
discrimination upon basis of race, creed, color, religion, age, sex,
national origin, and physical or mental handicap, A member does not need
any previous experience in triathlons and need not have a desire to
compete in races. The membership categories of this Organization shall
be: Active Members, Honorary Life Members and Associate Members; Active
Members shall be individuals engaged principally in triathlon sports.
Honorary Life Members shall be those Active Members of this Organization
who, by unanimous vote of the Executive Board, have made outstanding
contributions to the sport of triathlon, the members of this
Organization, or the sports community in general as decided by the
Executive Board. Honorary Life Members shall have all the privileges of
Active Membership, but will not be required to pay annual dues.
Associate Members shall be individuals or corporations whose business
relates to or serves the triathlon community, or who want to utilize
their influence and assets to promote the sport of triathlon in our
community (e.g., retail storeowners).
Section 2. Assignment of Membership Class The Executive Board shall as
sole authority, and upon application of any prospective member or at any
time thereafter, assign or reassign each party to one category of
membership, as defined in
Section 1 of this article, for the purposes of membership, election of
members to the Executive Board and for the assessment of dues.
Section 3. Application for Membership Each candidate for admission to
this Organization shall submit an application on a form authorized by
the Executive Board of this Organization. The Membership committee,
chaired by the secretary, shall screen applicants as to suitability for
membership and make its recommendations to the Executive Board for
approval and assignment to one category of membership.
Section 4. Fees and Dues The Executive Board shall establish rates for
membership dues and for all special services, and shall assign annual
dues to be paid by members in each category of membership. Applicants
for membership may be required to submit an application fee as
established by the Executive Board. Upon admission to this Organization,
payment of annual dues will be required. Application fees and annual
dues may be revised from time to time by the Executive Board, as it
deems necessary for the welfare and benefit of this Organization. The
payment of membership dues for any fiscal year entitles all membership
classes to receive, without further charge, copies of the monthly
newsletter and a copy of the annual membership directory.
Section 5. Membership Year The membership year will coincide with the
fiscal year of this Organization. Applications received after December 1
will, upon approval by the Executive Board, be carried over into the
Section 6. Loss of Membership Rights Any member who resigns, or forfeits
membership for non-payment of dues or is expelled for ethical reasons,
ceases to hold membership privileges in the Organization. Any member
whose dues are in arrears for more than ninety (90) days shall be
suspended from membership in this Organization until such time the
default is corrected. Any member whose dues are in arrears for more than
one-hundred twenty (120) days shall be deemed to have resigned from the
Organization and may be reinstated only upon resubmission of an
application and a vote of the Executive Board. Notice of suspension
shall be made in writing by the Executive Board to any member at the
time such suspension occurs. i) No member shall be expelled or suspended
as foresaid without being notified of the charge or complaint against
him or without first being given the opportunity to be heard by the
Executive Committee at a meeting of the said Executive called for that
purpose. ii) Notice of intention to suspend or expel a member, setting
forth the reasons for such intended suspension and fixing the time and
place for the meeting at which the resolution to suspend shall be heard
by the Executive shall be sent by registered mail to the last known
address of such member not less than fourteen (14) days prior to the
meeting. iii) Notice of the Executive Committee meeting shall be
conclusively deemed to have been properly given if mailed to the last
known address of such member at least fourteen (14) days prior to the
day of the meeting. iv) A suspended or expelled member may appeal his
suspension to a general meeting of the membership by giving written
notice of intention to appeal to the Secretary setting out in such
notice the grounds for his appeal. The Secretary shall give notice to
the subject member, the registered members and the Executive fixing a
date for the appeal hearing not more than thirty (30) days after receipt
of such notice by the expelled or suspended member.
OFFICERS AND DIRECTORS
Section 1. Designation The Officers of this Organization shall be the
following: President, Vice President, Secretary, Treasurer, and
Immediate Past President.
Section 2. Eligibility Only Active and Honorary Life Members shall be
eligible to hold elected offices.
Section 3. President The President shall be the chief executive officer
of this Organization. The President shall preside at all meetings of the
membership and serve as chair of the Executive Board. The President
shall appoint the members of all committees within the limits prescribed
in the Constitution and By-Laws, and shall serve as a member ex officio
of all Organization committees. In the absence of the Treasurer, the
President shall pay monies duly authorized by this Organization or the
Executive Board. The President, as chair of the Executive Board, shall
enforce the laws and execute the will of the Organization, and shall
perform all such other duties as are properly required by the Executive
Board. The President shall have previously served for one year as an
Officer or Director of this Organization, excepting as otherwise
provided for in the By-laws of the Organization.
Section 4. Vice President The Vice President shall in the absence or
disability of the President, or at the President’s request, perform the
duties and exercise and powers of the President. The Vice President
shall act as chair of the Program Committee at all membership meetings
of the Organization, and shall perform all such other duties as are
properly required by the Executive Board. The Vice President shall
assume the office of the President in the event of a vacancy in that
office for any cause.
Section 5. Secretary The Secretary shall be responsible for recording
the actions of the Executive Board, and keep the minutes of all business
meetings of this Organization. The Secretary shall maintain all
membership records, attend to all ordinary correspondence of this
Organization, and shall be responsible for the publication of the
Organization newsletter and the annual membership directory of the
Organization. The Secretary shall perform all such other duties as are
properly required by the Executive Board.
Section 6. Treasurer The Treasurer shall generally supervise the custody
and care of the assets and monies of this Organization, entering into
the books of the Organization an accurate and full account of all monies
received by or paid on account of this Organization. The Treasurer shall
present a financial statement to the Executive Board whenever so
requested, and shall chair the Finance Committee. The Treasurer, upon
ceasing to hold office, shall surrender to the Executive Board all
monies, goods and other property under the Treasurer’s control. The
Treasurer shall perform all such other duties as are properly required
by the Executive Board.
Section 7. Immediate Past President The Immediate Past President of this
Organization will serve as an officer of the Organization for the year
immediately following his or her term as President.
Section 8. Directors Four (4) Directors, elected by the Membership to
two-year, staggered terms shall function in a judicial and advisory
capacity to the Officers of this Organization. They shall perform all
such other duties as are properly required of them by the Executive
Section 9. Honorary Directors Each Past President of this Organization
shall automatically become an Honorary Director at such time that he or
she no longer serves on the Executive Board and still remains an Active
or Honorary Life Member of the Organization. Each Past President shall
be an ex officio member of the Executive Board, entitled to attend its
meetings and participate in its discussions; he or she shall not,
however, be entitled to vote on any issues before the Executive Board at
its meetings. The Term of Honorary Director will extend for life unless
revoked for cause by a majority vote of the entire Executive Board.
Section 10. Terms of Office Each Officer shall serve a one-year term,
with no incumbency in the offices of President and Vice President. Each
Director shall serve a two-year, staggered term; two Directors shall be
elected each year. Directors may be elected to consecutive terms. Each
Officer and Director shall hold office until his or her successor has
been duly elected and qualified. Terms of office excepting as provided
herein shall run concurrent with the fiscal year of the Organization.
Section 11. Election Except as otherwise provided by law or these
By-laws, Officers and Directors shall be elected from among the members
of this Organization. Said election shall be held at the annual business
meeting of the Organization. In the event of a tie vote, the Executive
Board, as a whole shall cast one (1) deciding ballot. Candidates for
election shall be designated by a Nominating Committee appointed by the
President of this Organization. The Nominating Committee will accept
candidates for office commencing with the September membership meeting.
The Nominating Committee shall present the candidates at the October
membership meeting, at which time the President shall accept nomination
of candidates from the floor. Nominations will be closed thereafter, and
the candidates qualified and presented to the Executive Board. .
Section 12. Resignation Any Officer or Director of this Organization may
resign at any time by tending his or her resignation to the President.
Said resignation shall take effect at the time specified therein.
Section 13. Removal from Office Any Officer or Director may be removed
for cause at any meeting of the Executive Board, proper notice of which
shall have referenced the proposed action, by a vote of three-fourth
(3/4) majority of the entire Executive Board. “Cause” shall include
malfeasance, neglect or refusal to perform the customary duties of
office as defined in this Article.
Section 14. Vacancies A vacancy in the office of President shall be
filled by the Vice President. A vacancy in any other office, excepting
that of Immediate Past President, which will remain vacant, shall be
filed by another member of the Executive Board. A Director’s vacancy
shall be filed by a Member. All Officers’ vacancies, excepting that of
President, shall be filled for the unexpired term by majority vote of
the general membership at a special election called by the Executive
Board. The position of Director shall remain vacant until the annual
business meeting of this Organization, at which time the unexpired term
shall be filled by majority vote of the general membership.
Section 15. Compensation No Officer or Director of this Organization
shall receive salary, compensation or emolument from the Organization.
No Officer or Director shall have any expenses paid, or receive
reimbursement for travel to or from, for any committee, Executive Board,
annual or general membership meeting of this Organization.
Section 1. Executive Authority The Executive Board shall consist of the
President, Vice President, Secretary, Treasurer, Immediate Past
President and four (4) Directors, each with equal voting powers. The
President shall chair the Executive Board.
Section 2. Management of Organization Affairs Except as otherwise
provided by law or this Constitution, the Executive Board shall have the
management and control of the property and affairs of this Organization,
and is charged with promoting and furthering the purposes and objectives
of this Organization.
Section 3. Meetings The Executive Board of this Organization shall meet
at such times during the year and at such places as designated by the
President. Notice of said meeting must be made to all serving members of
the Executive Board at least seven (7) days prior to the scheduled date,
unless waived. The notice of meeting need not specify the purpose(s),
for which the meeting is called, except as provided by law or these
By-laws. The order of business at each meeting of the Executive Board
may be determined by the presiding officer at each meeting. A majority
of the entire Executive Board, upon written notice to all Board Members,
shall petition the President to call a meeting of the Executive Board,
which petition the President shall honor.
Section 4. Quorum At all meetings of the Executive Board, except as
provided by law and these By-laws, a quorum shall be required for the
transaction of business. For the purposes of this Organization, a quorum
shall consist of not less than three (3) Members of the Executive Board.
Except as otherwise provided for in the Constitution or these By-laws,
the vote of a majority of those directors present shall decide any
question which may be brought before the Executive Board.
Section 5. Acts The Executive Board shall constitute the governing body
of the Organization, with full power and authority to act upon the laws
and resolutions of the Organization. All acts initiated and all
authority conferred by the Executive Board within the definition of its
authority shall be considered to be the act or acts of this
Section 1. Standing Committees The Executive Board, by a resolution or
resolutions adopted by a majority of the entire Board, shall have the
power to establish, maintain an dissolve standing committees as it deems
necessary to protect and further the interests, purposes and objectives
of this Organization. The standing committees of the Organization are:
Program Committee. Chaired by the Vice President, the Program Committee
is charged with the development, design, and implementation of diverse
professional and social activities for the Organization. Newsletter
Committee. Chaired by the Secretary, the Newsletter Committee shall
recommend suitable candidates for editor of the Organization’s
newsletter; and shall develop and design the newsletter; and assist in
reviewing, selecting, and editing articles to be published by the
newsletter. The Executive Board shall have full authority as to the
content and publication of the newsletter. Finance Committee. Chaired by
the Treasurer, the Finance Committee is charged with monitoring the
Organization’s financial security and stability. Nominating Committee.
Chaired by a member of the Executive Board, the Nominating Committee
shall recommend suitable candidates for election as Officers and
Directors of this Organization to the Executive Board.
Section 2. Special Committees The President, with the consent of a
majority of the Executive Board, may authorize and designate special
committees for only those purposes specifically delegated to them.
Members of special committees shall be appointed for a term of one (1)
Section 3. Appointments The President, excepting as where otherwise
specified in these By-laws, shall appoint all committee chairpersons and
members with the approval by majority vote of the Executive Board.
Committee members shall be Active or Honorary Life Members unless
otherwise specifically authorized by a vote of the Executive Board. The
term of office of member of a standing or special committee, unless
otherwise provided for in these By-laws, shall be one (1) year only.
Section 1. Annual Business Meeting The annual business meeting of the
members of this Organization for the transaction of business and
election of officers shall be held each year at such place and time as
the Executive Board shall determine. Generally, said meeting shall be
held in November. The notice of meetings need not refer to the approval
of minutes or other matters normally incident to the conduct of the
annual business meeting.
Section 2. Membership Meetings Regular membership meeting shall be
generally held each month or as determined by the Executive Board. The
business which may be transacted at said meetings shall be limited to
such items or purposes as set forth in the notice of meeting. A quorum
at general membership meetings of the Organization shall be those
Section 3. Special Meetings A special meeting of this Organization may
be called at any time by order of the Executive Board or upon written
request by twenty-five (25) members in good standing of the
Organization. No business may be transacted at a special meeting which
is not specified in the notice of meeting.
Section 4. Notice of Meeting In the case of the annual business meeting,
notice of the time and place shall be communicated to each member in
good standing by mail or email delivery of the monthly club newsletter
directly to the address or email address as it appears on the record of
members held by the Secretary.
Section 5. Procedure At each meeting of the membership of this
Organization the order of business and all such other matters of
procedure shall be determined by the President, as chair, or his or her
designee or as otherwise provided for in these By-laws.
Section 6. Voting All members of this Organization in good standing
shall be entitled at every meeting to one (1) vote and, in the case of
election of Officers and Directors. Each qualified member may authorize
another member to act for him or her as proxy, having first delivered to
the Secretary a signed proxy or attorney-in-fact. Any proxy shall be
revocable at the pleasure or direction of the member executing it.
Excepting the election of Officers and Directors, voting shall not be
made by ballot unless any member, present in person or by proxy, shall
RIGHT OF INDEMNIFICATION
Section 1. Right to indemnification In the event that a claim is
asserted, either actual or threatened, or litigation is commenced,
whether civil, criminal, administrative or investigative, against an
Officer or Director of this organization by reason of the fact that he
or she was a director or officer of the Organization, while a director
or officer, he or she is or was serving at the request of the
Organization shall be indemnified and held harmless by the Organization,
to the fullest extent permitted by applicable law as then in effect,
against all expense, liability and loss actually and reasonably incurred
or suffered by such person in connection therewith until the claim or
litigation is resolved to a final disposition.
Section 2. Nonexclusivity of Right The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, Bylaws, agreement,
vote of members, if any, or disinterested directors or otherwise.
Further, this right shall not be deemed exclusive of any other right of
an Officer or Director in any proceedings to have assessed in his or her
favor at his or her costs and expenses connected therewith.
FISCAL YEAR AND FINANCES
Section 1. Fiscal Year The fiscal year of the Organization shall begin
on January 1 and end on December 31 of each year unless otherwise
determined by a vote of the Executive Board.
Section 2. Finances The funds of this Organization shall be deposited in
its name with such depositories as the Executive Board may designate.
Any monies paid on behalf of this Organization by the Treasurer shall
require the approval of the Executive Board and the countersignature of
either the President or Vice President of the Organization.
Section 1. Proposal Amendments to the By-laws of this Organization may
be proposed as follows: By resolution of the Executive Board; By written
proposal of ten (10) members in good standing.
Section 2. Procedure The Executive Board, upon receipt of a proposed
amendment, shall publish the amendment in the Organization newsletter or
by other suitable means for review and comment by the membership. After
a thirty-day commend period, which period shall include a general
membership meeting, the By-laws of this Organization may be adopted,
altered or amended (1) at any meeting of the Executive Board by a
three-quarters (3/4) majority vote of the entire Executive Board or (2)
at any meeting called in accordance with the By-laws of the Organization
by a majority vote of the entire membership of record on the date of
Advertising. The board will vote on advertising guidelines on a yearly
basis. The current (2009) agreement is that only sponsors of TRIOKC are
allowed to advertise on the TRIOKC website and at TRIOKC events. If you
are interested in advertising with TRIOKC, you may contact the president