Section 1. NAME. This Corporation shall be known as the Memphis Runners Track Club, Inc., hereinafter called the Corporation.

Section 2. OBJECTS. The Objects of the Corporation shall be to:

• Promote and encourage running as a sport and healthful exercise
• Conduct group running events
• Hold public lectures
• Disseminate information on running
• Participate in or institute research projects

And, do any other things to encourage running of all types including the fostering of national and international amateur competition and education of the community of the benefits of physical fitness and sport.

For the furtherance of these objectives, the Corporation may:

• Hold championships
• Hold races on the road or track
• Hold time trials
• Hold social runs
• Hold lectures
• Hold demonstrations
• Hold social events
• Print and publish books, magazines and newsletters
• Make awards
• Offer various race related services/consultation/timing for a fee

And, do any other such things that may be conducive to the encouragement of running.

ARTICLE - II : MEMBERSHIP

Section 1. INCORPORATORS. The membership of the Corporation shall consist of those persons who may have signed the Certificate of Incorporation and incorporators together with all persons who are hereafter received in membership as hereinafter provided.

Section 2. PRESENT MEMBERS. All persons who have previously made application and have been accepted as members in the association known as Memphis Runners Track Club shall be eligible to membership and such persons shall become members upon receipt and signing of their Certificate of Membership and the form prepared by the Secretary.

Section 3. APPLICANTS. Other persons may become members only after making application to the Secretary upon the form prescribed by him/her. Said application shall be accompanied by payment of the first year's dues together with any other assessments or monies that may be designated by the Board of Directors. An Individual Member shall be defined as any individual age 21 or above who has formally completed a written application (on paper or online) and is current in the payment of annual dues. A Family Membership shall be defined as any group of individuals residing at the same residential address who wish to have their membership combined as a single unit. Only one copy of the club newsletter or other periodical correspondence will be sent. Individual membership cards will be provided. The Board of Directors or staff may periodically ask for verification of the names of members in the Family Membership unit along with a statement that the residency criteria has not changed. For clarification purposes, family members who are away attending school shall qualify under Family Membership. A Junior Member shall be defined as any individual age 20 or below who has formally completed a written application (on paper or online) and is current in the payment of annual dues and is not listed in a Family Membership. A Life Member shall be defined as an individual who has formally completed a written application (on paper or online) and paid the current 'one time' life member dues as set by the Board of Directors.

Section 4. DEATH OF A MEMBER. On the death of any member, the Certificate of Membership automatically terminates and said rights under said Certificate of Membership shall revert to the Corporation.

Section 5. CERTIFICATE NONASSIGNABLE. The Certificate of Membership and the rights and privileges of a member shall not be assignable.

Section 6. VOTE. Each member shall have one vote only at a meeting of the members.

ARTICLE - III : GOVERNMENT

Section 1. BOARD OF DIRECTORS. The general management of the affairs of the Corporation shall be vested in the Board of Directors, who shall be elected as provided in Section 1 of Article V of these Bylaws. The number of directors may be as many as fifteen (15) but at no time shall it be less than seven (7) but may be reduced or set by amendment to these Bylaws.

Section 2. OFFICERS. The officers of this Corporation shall consist of:

• President
• Vice President
• Secretary
• Treasurer

The officers of this Corporation are selected from the Board of Directors, as provided in Section 3 of Article V of these Bylaws. The Secretary and Treasurer may be on one (1) person.

Section 3. PRESIDENT AS COMMITTEE MEMBER. The President shall be a member, ex officio, of all committees.

ARTICLE - IV : MEETINGS

Section 1. ANNUAL MEETING OF MEMBERS. The annual meeting of members of the Corporation shall be held at a general membership meeting as set by the Board of Directors. Notice of the time and place of holding the annual meeting shall be mailed (or via electronic communication media) to each member at least ten (10) days previous thereto. The MRTC Board shall determine and utilize the most effective methods of notification based on standard industry practices at the time.

Section 2. SPECIAL MEETINGS OF MEMBERS. Special meetings of members may be called by the President at any time on his/her own initiative or by the President or Secretary upon request of ten (10) members to such officer made in writing. Notice of the meeting shall be mailed (or via electronic communication media) to each member at least ten (10) days previous to the meeting, and at such special meeting there shall only be considered such business as is specified in the notice of meeting.

Section 3. QUORUM FOR MEMBERS MEETING. At all meetings of the Corporation, either regular or special, a majority of all members in good standing shall constitute a quorum.

Section 4. LACK OF QUORUM. If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him/her (or the regular business meeting may be held upon a vote of majority of those present).

Section 5. ORDER OF BUSINESS. At all meetings of the Corporation, the order of business shall be as follows:

• Reading of minutes of immediate prior meeting for information and approval
• Reports of officers
• Reports of committees
• Election of directors
• >Unfinished business
• New business
• Reading and approval of minutes of meeting just held, if requested.

Section 6. MEETINGS OF BOARD. The President on his/her own initiative whenever in his/her judgment it may be deemed necessary, or by the Secretary or Treasurer, upon request of any two (2) of the members of the Board of Directors shall call meetings of the Board of Directors. Five (5) days' notice of meetings of the Board shall be sent by mail or electronic communication media to all directors, and shall be deemed sufficient notice of such meetings.

Section 7. QUORUM FOR BOARD MEETINGS. A majority of the Board of Directors shall constitute a quorum. It shall be necessary that a quorum be present in order for a board meeting to conduct business or take any action. In the interest of insuring the presence of a quorum, should any Board member miss three (3) consecutive meetings, they will be asked to explain their situation and be subject to dismissal from the board by a majority vote of the other directors.

ARTICLE - V : ELECTION OF DIRECTORS AND OFFICERS

Section 1. ELECTION OF DIRECTORS. The Directors of the Corporation shall be elected at the annual meeting. Each active member in good standing shall be entitled to one vote for each director to be elected and the candidate receiving a majority of the votes cast shall be declared elected. Any nominee for the position of director must have been a member in good standing of the corporation for a minimum of one year immediately prior to the time of nomination. No more than fifty percent plus one of the number of director positions shall be filled at any annual meeting with the exception of one year terms as outlined in Article VI below.

Section 2. TERMS OF DIRECTORS. The directors shall be elected to serve for two (2) years and are eligible for re-election to successive terms.

Section 3. ELECTION OF OFFICERS. The Board of Directors shall elect from among their number:

• President
• Vice President
• Secretary
• Treasurer

The meeting of the Board of Directors to elect officers shall be held within one (1) month following the annual meeting of members. Officers shall hold office until new officers are elected. Any director nominated for the office of president shall have served for a minimum of one (1) year as a director prior to being nominated. Immediate past presidents are automatically directors for one year following the term as president. All officers, except the president, are eligible for re-election as long as the Board of Directors deems appropriate. The office of president shall be held for a maximum of two (2) consecutive years.

Section 4. CONTINUITY OF DIRECTORS Should any annual meeting election result in a change of more than thirty percent (30%) of the entire Board of Directors without a quorum voting for each open position, the new directors shall be confirmed via a second election. This election must be held no sooner than two (2) weeks and no later than two (2) months after the general meeting, but at least one week must be allocated for receiving additional nominations from the membership at large. The second election may be held by mail or secure electronic communication, at the discretion of the President.

ARTICLE - VI : VACANCIES IN OFFICE

Section 1. VACANCIES FOR TERMS LESS THAN ONE YEAR If a vacancy occurs among the officers or Board of Directors and the person vacating the position was to have stood for reelection within one (1) year, the vacancy may be filled for the remaining portion of the term by the board of Directors at their discretion. The Board of Directors is not required to fill the vacancy on the Board as long as the number of active directors remains within the boundaries set in Article III of these bylaws. Any vacancy among the officers must be filled.

Section 2. VACANCIES FOR TERMS MORE THAN ONE YEAR If a vacancy occurs among the officers or Board of Directors and the person vacating the position was not due to stand for reelection within one (1) year, the vacancy may be filled at the discretion of the Board until the next general election. If the position is filled by the Board, a special election for that position will be held during the next annual meeting. The term of that election shall be one (1) year. The Board of Directors is not required to fill the vacancy on the Board as long as the number of active directors remains within the boundaries set in Article III of these bylaws. Any vacancy among the officers must be filled.

ARTICLE - VII : DUTIES OF OFFICERS

Section 1. PRESIDENT. The President shall preside at all meetings of the Corporation and of the Board of Directors and shall appoint such committees as he/she or the Corporation shall consider expedient or necessary..

Section 2. VICE PRESIDENT. In the absence of the President, the Vice President shall perform these duties, and, in the absence of both President and Vice President, the Treasurer shall preside and assume the duties of the President.

Section 3. SECRETARY. The Secretary:

• Shall keep the minutes of all meetings of the Corporation and of the Board of Directors and if requested, read such minutes at the close of each meeting for approval
• Mail out (electronic communication media acceptable) all notices for meetings of the Corporation or the Board of Directors
• He/she or another designee of the directors shall keep accurate account and collect all application fees, dues, and charges due from members

And perform such other duties as may be required of him/her by the Bylaws, the President, or the Board of Directors

Section 4. TREASURER. The Treasurer shall:

• have charge of all receipts and monies of the Corporation and deposit them in the name of the Corporation in a bank approved by the Board of Directors
• disburse funds as ordered or authorized by the President or the Board of Directors
• keep regular accounts of receipts and disbursements and submit the record when requested
• give an itemized statement at regular meetings of the Corporation
• sign checks and withdrawal slips on behalf of the Corporation upon any and all of its bank accounts, and the same shall be honored on his/her signature alone

The Board may set a limit on the amount of expenditures that may be made by the Treasurer without authorization of the President. The President, Vice President, and Secretary shall also be authorized to sign checks on the Corporation's bank accounts. Two signatures will be required on any check not bearing signature of the Treasurer.

Section 5. EXECUTION OF INSTRUMENTS. The President and/or the Secretary or the Treasurer shall, on being so directed by the Board, sign all leases, contracts, or other instruments in writing.

ARTICLE - VIII : DUTIES AND POWERS OF BOARD OF DIRECTORS

Section 1. MANAGEMENT OF THE CORPORATION. The Board of Directors shall have general charge and management of the affairs, funds, and property of the Corporation. The Board shall have the full power, and it shall be the Board's duty to:

• Carry out the purposes of the Corporation according to its Charter and Bylaws
• Determine whether the conduct of any member is detrimental to the welfare of the Corporation
• Fix a penalty for such misconduct or any violation of the Bylaws or Rules

Section 2. RULE-MAKING. The Board of Directors shall make rules for the conduct of the members and the rules for participation in events sponsored by the Corporation, and these rules shall not be inconsistent, however, with anything set forth in these Bylaws.

Section 3. APPOINTMENT OF COMMITTEES. The Board of Directors may appoint such committees, as it deems necessary; it may vote the expenditure of money, as it deems necessary or advisable; and it may contract on behalf of the Corporation to obtain services, properties, or facilities for the use by its members.

Section 4. NO AUTHORITY TO IMPOSE LIABILITY ON MEMBERS. The Board of Directors shall not impose any liability or levy any assessment upon the members.

Section 5. PLACE OF DIRECTORS MEETINGS. The meetings of the directors may be held in Memphis, Shelby County, Tennessee, or any place in such County, or any place that may be otherwise designated by the Board of Directors.

Section 6. BUSINESS MEETINGS of the BOARD of DIRECTORS. The time and dates of regularly scheduled board meetings shall be regularly communicated. The Board may limit the time allocated for members to speak in the interest of efficiency so long as the rules are consistent and reasonable to the extent possible. When the nature of the business of the Corporation is urgent, any of the officers may call a special meeting or a majority of the officers may elect to conduct discussion and a vote by electronic communication media. When an electronic vote occurs it should be ratified at the next regular board meeting for confirmation and proper recording in the minutes.

ARTICLE - IX : COMPENSATION OF DIRECTORS AND OFFICERS

Neither the officers, directors, nor members serving on committees shall receive any salary or compensation for services rendered to the Corporation. However the board shall have the power to contract for such services as tax preparation, office staffing/assistance or other services as needed and as approved in a regular board meeting. Reasonable expenses incurred in the course of performing Corporation business may be submitted for re-imbursement as approved by the Treasurer. Large expenses or travel related expenses should be approved by the board of Directors based on a 'best estimate' submitted to the Board before the expense is incurred.

ARTICLE - X : FEES AND DUES

Section 1. APPLICATION. All applications by persons for membership shall be accompanied by the payment of currently approved annual dues, which sum shall represent the first year's dues. Those persons eligible for membership, however, under Section 2 of Article II shall not be required to pay annual dues.

Section 2. ANNUAL DUES. The annual dues for members for each year commencing with the year 1979, or for any part of the calendar year, where a person becomes a member during the year, shall be the amount currently approved by the Corporation. The first year's dues (or a prorated amount) must accompany all applications for membership.

Section 3. THE TIME FOR PAYMENT OF DUES. The annual dues shall be payable by all members on or before the expiration date of each year and shall be paid to the Secretary and Treasurer. The Board of Directors shall review and set the amount of annual member dues periodically as necessary to assure that the Corporation is financially sound and able to operate in an on-going fashion. Any of the MRTC Officers may place this on a regular board meeting agenda as they deem appropriate. The annual dues shall be payable by all members (exception, see Life Member criteria in Article II) as outlined below:

New Member Annual dues are payable at the time of application and shall expire on the last day of that month in one year. Payment may be made for multiple years at the current rate, which may be discounted at the discretion of the board of Directors.

Renewing Member Annual dues to extend a membership may be paid at the current rate at any time prior to the expiration date of the current term and the term of membership shall be extended accordingly. Payment may be made for multiple years at the current rate, which may be discounted at the discretion of the board of Directors. If renewal dues are unpaid by the expiration date, all membership privileges shall become void and the member shall have no standing or vote within the corporation. The former member may reapply as a new member. The MRTC Board or staff may elect to retain the same Member ID number upon re-instatement, or not, at their discretion.

Section 4. LOSS OF PRIVILEGES. any member whose dues are unpaid shall not be entitled to vote in any elections held by the Corporation or enjoy any of the privileges of membership of the Corporation.

ARTICLE - XI : NOTICES

All notices to members shall be mailed to their addresses as given on the books of the Corporation, and the mailing shall constitute presumptive evidence of service thereof. The use of electronic communication media may be considered to satisfy this 'Requirement of Notice' as approved by the current board of Directors

ARTICLE - XII : AMENDMENTS

These Bylaws may be amended only by a majority vote of the members present at a regular or special meeting of the Corporation, provided notice of the purpose of the proposed amendment has been stated in the call for the meeting.

Updated: 2016 by MRTC Board of Directors

For an explanation of any of these bylaws, contact the MRTC President