AMENDED AND RESTATED BYLAWS OF THE PITTSBURGH TRIATHLON CLUB
1. NAME. The name of the Corporation shall be THE PITTSBURGH TRIATHLON CLUB (the “Club”).
2. OFFICES. The registered office of the Club in shall be at such location as the Directors may from time to time determine. The Club may have such other offices, either within or without Pennsylvania, as the Board of Directors may from time to time.
3. PURPOSE. The purpose of the Club shall be for the amusement and recreation of its members and specifically the promotion of triathlon and multi-sport in Western Pennsylvania, and for any other purposes permitted within the scope of Section 501(c)(7) of the Internal Revenue Code of 1986, as amended (the “Code”). In pursuing such purposes, the Club shall not act so as to impair its eligibility for exemption under Section 501(c)(7) of the Code.
4. PURPOSE OF THE BYLAWS. These Bylaws serve as the governing document of the Club and are intended to supplement, but not replace, applicable federal and state laws, including the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “Act”).
1. MEMBERS; CLASSES OF MEMBERS. The Club shall have members. There shall only be one class of members.
2. ELIGIBLITY. Any person with an interest in triathlon or multi-sport shall be eligible for membership regardless of race, creed, color, or national origin.
3. MEMBERSHIP FEES. Annual Dues to be paid by all members shall be determined by a unanimous vote of the Directors at the annual meeting of the Board, or at a special meeting called for such purpose.
4. MEETINGS OF MEMBERS. The members of the Club shall meet at least six (6) times annually, but may meet more often as the Board may determine from time to time. In addition to annual meetings, special meetings of the members may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the members may fix the place for holding any special meeting of the members called by them.
5. SUSPENSION OR REVOCATION OF MEMBERSHIP. Any member’s membership may be revoked or suspended for good cause shown, including, but not limited to, failure to pay annual dues, or grossly negligent or illegal behavior at a Club sponsored event.
6. PRIVILEGES OF MEMBERS. All members have unrestricted access to any Club activities, certain sections of the Club website, and to any Club discounts or promotions.
7. MEMBER VOTING RIGHTS. All members are entitled to vote in the election of the Board of Directors and the election of Club officers, and on any other matter as the Directors may from time to time determine.
8. QUORUM. The presence in person or by proxy of fifty percent (50%) of the members shall constitute a quorum for the election of Directors and Club officers. Every member may vote either in person or by proxy. Every proxy shall be executed in writing by the member and filed with the Secretary of the Club.
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the Club shall be managed by its Board of Directors, except as otherwise required by the Act. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Club, as they may deem proper, not inconsistent with these Bylaws and the laws of this Commonwealth.
2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Club shall be _________ (_____). Each director shall hold office until his/her successor shall have been elected by the members of the Club.
3. REGULAR MEETINGS. A regular meeting of the Directors shall be held in at least annually. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
4. SPECIAL MEETINGS. Special meetings of the Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.
5. NOTICE. Notice of any special meeting shall be given at least ten (10) days previously thereto by written notice delivered personally, via electronic mail, or mailed to each Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
6. QUORUM. At any meeting of the Directors, _________ (___) shall constitute a quorum for the transaction of business.
7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the members of the Club present at a meeting called for such purpose. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for cause by action of the Board.
10. RESIGNATION. A Director may resign at any time by giving written notice to the Board or the President of the Club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
11. COMPENSATION. No compensation shall be paid to the Directors, as such, for their services, but Directors may be paid by resolution of the Board for expenses incurred for on behalf of the Club. Nothing herein contained shall be construed to preclude any Director from serving the Club in another capacity and receiving compensation therefore.
12. EXECUTIVE AND OTHER COMMITTEE. The Board, by resolution, may designate from among its members an executive committee and other committees, each consisting of at least one Director. Each such committee shall serve at the pleasure of the Board.
1. NUMBER. The officers of the Club shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the members. Such other officers and assistant officers as may be deemed necessary may be from time to time be elected or appointed by the Directors.
2. ELECTION AND TERM OF OFFICE. The officers of the Club are to be elected by the members at the annual meeting of the members or at a meeting called for such purpose. Each officer shall hold office until his successor has been duly elected and shall serve until his death, resignation, or removal in the manner hereinafter provided.
3. REMOVAL. Any officer or agent elected or appointed by the members may be removed by the Directors whenever, in their judgment, the best interests of the Club would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term; provided, however, that the Directors may call a meeting of the members for the purpose of filling a vacancy in an office.
5. PRESIDENT. The president shall be the principal executive officer of the Club and, subject to the control of the Directors, shall in general supervise and control all of the business and affairs of the Club. He shall, when present, preside at all meetings of the Directors. He may sign any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these Bylaws to some other officer or agent of the Club, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the directors from time to time.
6. VICE-PRESIDENT. In the absence of the President or in event of his death, 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. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Directors.
7. SECRETARY. The Secretary shall keep the minutes of the Directors’ meetings in one or more books provided for the purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the Club and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Directors.
8. TREASURER. If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Club; receive and give receipts for moneys due and payable to the Club from any source whatsoever, and deposit all such moneys in the name of the Club in such banks, trust companies or other depositories as shall be selected in accordance with these Bylaws and in general perform all of the duties incident to the office or treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.
9. SALARIES. Officers and Directors may receive expenses associated with the cost of tending to the business of the Club, but shall not receive a salary.
A. The Club shall, to the fullest extent permitted by the provisions of the Act, as the same may be amended and supplemented from time to time, indemnify the Directors and officers of the Club from and against any and all expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of members or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer of the Club and shall inure to the benefit of the heirs, executors, and administrators of such person. The indemnification provided for herein shall include, but shall not be limited to, indemnity with respect to a proceeding by or in the right of the Club.
B. Notwithstanding any other provision contained herein, no right to indemnification provided pursuant to this Section 10 may be reduced or eliminated by any amendment of the Articles of Incorporation of the Club or these Bylaws with respect to any act or omission occurring before such amendment.
INTERESTED DIRECTORS OR OFFICERS
1. CONTRACTS AND TRANSACTIONS. In the absence of fraud, no contract or other transaction between the Club and any other organization or entity shall be affected by the fact that a Director of the Club is a director, employee, or agent of such other organization, if such contract or transaction be approved or ratified by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors or of the committee of the Club having authority over the contract or transaction in question, who are not so interested. Any Director individually, or any organization of which any Director is a partner, member, or shareholder, may be a party to or may be interested in any contract or transaction of the Club; provided, that such contract or transaction shall be approved or ratified by the affirmative vote of at least a majority of the Directors present at a meeting of the Board of Directors or of the committee of the Club having authority over such contract or transaction at issue, who are not so interested. No Director shall be liable to the Corporation to account to the Corporation for any profit realized by such Director from or through any such transaction or contract of the Corporation, ratified or approved as aforesaid, by reason of such Director’s interest in such transaction or contract. Directors so interested may be counted when present at meetings of the Board of Directors or of such committee for the purpose of determining the existence of a quorum.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general of confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Club and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club, shall be signed by such officer or officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Directors.
4. DEPOSITS. All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositaries as the directors may select.
The fiscal year of the Club shall begin on the 1st day of January of each year.
These Bylaws may not be altered, amended or repealed and new by-laws may not be adopted without a majority vote of the directors at any regularly scheduled or specially called meeting.
Adopted May 1, 2009