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.
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 national organizations 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 persons who
are in acceptance with the objectives of the Road Runners Club of
America regardless of age, race, or sex.
- Membership shall be for one year upon receipt of application and
dues as stated in Article VII.
- 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
Article VII – Dues
- Membership dues shall be paid annually. Dues shall be determined
by the Elected Board of Directors. Members shall be notified of
renewal status thirty (30) days before expiration of membership.
- To qualify for membership and eligibility of benefits of this
Club, dues must be paid.
Article VIII – Officers
- The officers of this Club shall be:
- Recording/Corresponding Secretary
- The elected Officers and Immediate Past President shall
constitute the Executive Board.
- 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
- All officers shall be elected at the June meeting every year by
a plurality vote of the members present and voting.
- The term of office shall be one year or until their successors
have been elected.
Article IX – 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 Recording/Corresponding 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 X – Board of Directors
- The Board of Directors shall consist of all officers, immediate
Past President, seven elected Members-At-Large, and appointed Board
Members. Term of office shall be for one year. The President shall
preside over the Board of Directors.
- 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:
- Missing three consecutive regular Board meetings without an
- Illegal or unlawful activity;
- Not carrying out or fulfilling the duties of the Board
- Standing Committees: Footprints Production, 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.
- Each of the seven elected Members-At-Large shall serve on a Standing
Committee. Appointed Board Members shall serve on a committee and
receive the same privileges as the officers and members-at-large but
do not have voting privileges at board meetings.
- The Elected Board of Directors shall approve by majority vote all
recommendations to fill a Board vacancy; 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; attend the scheduled Board Meetings each
month; attend the General Meetings; assume the duties of any
appointment and volunteer and support the NOTC scheduled races and
- The individual Board Member 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
- 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
- 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.
- 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.
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
- The Marathon Committee which will consist of the Executive
Board, shall represent the New Orleans Track Club and shall report
all information to the Board of Directors for approval by the
Elected Board of Directors.
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.