Club By-Laws

ST. PETE MAD DOGS TRIATHLON CLUB, INC. (SPMDTC)   

ARTICLE I

Name

The name of the club shall be the St. Pete MAD DOGS Triathlon Club.

 

ARTICLE II

Object

The St. Pete MAD DOGS Triathlon Club hereafter referred to as “SPMDTC” or “Club” is a 501 (c) (7) non-profit membership Club of triathletes and aspiring triathletes who train, race, and socialize together. The Club includes members of all levels of experience and expertise who want to share their enthusiasm for the sport. The Club has a diverse worldwide membership of triathletes and their supporters.

 

ARTICLE III

Membership

Section 1. Classification

There are two classifications of members: Family and Single.

Members of the SPMDTC shall either be Active or Inactive. Inactive members are not eligible for any of the Club’s benefits.

Section 2. Eligibility

To be eligible to maintain active membership in the SPMDTC a person must be aspiring to compete in or have completed a triathlon and pay yearly dues. The person must also display good sportsmanship, ethical and honorable conduct to members, volunteers, race officials and other triathletes.

Section 3. Dues

The dues for active membership shall be determined by the Board of Directors and noticed to members for payment on a yearly basis. There are four dues categories:

Family New

Family Renewal

Single New

Single Renewal

Section 4. Membership Requirements

An active member shall be anyone who completes a formal application, are current in paying annual dues and has either completed at least one triathlon or is aspiring to compete in a triathlon prior to making application for membership. An inactive member is any member who is not current in their payment of dues and therefore does not have the right to vote, hold office, serve on a committee, or enjoy any of the benefits of membership including attending Club social activities or receiving Club discounts. All SPMDTC members shall receive an official member number to validate membership in the Club.

Section 5. Disciplinary Actions

Any active member who violates the terms of eligibility as stated in Section 2 of these Bylaws may come under disciplinary review. A review will be held by the Board of Directors and its decision on the matter can be to either uphold or dismiss the violation with appropriate recommendations for action. This may include suspension or expulsion from Club membership. All decisions of disciplinary actions by the Board of Directors are final.

Section 6. Resignation

Any active member may resign from SPMDTC by submitting in writing or electronically their intention to no longer be active with the Club.

 

ARTICLE IV

Board of Directors

Section 1. Composition

The SPMDTC Board of Directors shall consist of the Officers, Directors and Editor of the Club. The number of directors shall be determined by the Board of Directors but shall be no less than five (5) and no more than nine (9).

Section 2. Eligibility

All members of the SPMDTC Board of Directors must be active members in good standing with the Club.

Section 3. Duties

The Board of Directors shall be the administrative agency of the SPMDTC with the total fiscal and financial responsibilities for the Club. The Board shall approve a yearly budget, approve dues and membership categories, oversee all special events and social activities of the Club, approve committees, direct all communications and media activities and act as final appeals for all disciplinary cases.

Section 4. Nominations and Elections

Board of Directors nominations shall be sought in November of each year from the SPMDTC active membership. All eligible nominees shall be placed on a ballot and notified to members who shall have the right to vote electronically or via mail for the Board members. Elections will be held over a period of one week beginning December 1 of each year.

Section 5. Terms

The SPMDTC Board of Directors shall serve two-year terms with no limit of the number of terms of office. Terms shall begin January 1 the year following elections.

Terms will overlap with alternating Officers and Directors on the ballot each year. The schedule for open positions on the Board of Directors shall be:

	Year 1	Year 2
Position	President	Vice President
Position	Secretary	Treasurer
Position	Editor	Director (3)
Position	Director (1)	Director (4)
Position	Director (2)

Section 6. Meetings

Section 6.1 Notification and Agendas

The SPMDTC President shall determine the time, location and date for Board of Directors meetings. These meetings shall be noticed to all active members, who may attend as spectators at their discretion. The SPMDTC Board of Directors shall meet at least on a quarterly basis or as often as is necessary to conduct Club business. Special meetings of the Board may be called upon request of three (3) or more Board members.

Advance notice of at least two weeks shall be given for all Board meetings, and an agenda will be published at least one week prior to the meeting. The meetings will be held at a location and time convenient for all Board members. Virtual attendance via Zoom, FaceTime, or any other acceptable media will be allowed.

Section 6.2 Minutes

The Secretary shall post the minutes from each Board meeting within two weeks of the date of the meeting. Prior to the posting, these minutes will be reviewed and given preliminary approval by the Board of Directors via email. Formal approval of the minutes will occur at the next official Board meeting.

Section 6.3 Sensitive Issues

Sensitive issues brought before the Board of Directors will be tabled at the discretion of the Board and assigned to an Executive Committee selected by the President for consideration and recommended resolution within a timeframe set by the Board. Recommendations will be brought to the Board of Directors at a special meeting for final resolution and action.

Section 7. Quorum

A quorum for all Board meetings is needed for any action to be taken on any item of business. Attendance by a simple majority of Board members shall constitute a quorum.

Section 8. Resignation

Any SPMDTC Board member may resign from office by notifying the Club secretary in writing or electronically 30 days prior to his or her intent to leave office.

Section 9. Vacancies

In the event an Officer or Director resigns or is removed, the Board of Directors may fill the vacancy by appointing a member in good standing to fill the position for the balance of the term. The Board shall notify the SPMDTC membership of the vacancy and seek interested members who wish to serve in that position.

Section 10. Removal from Office

Any Officer or Director may be removed from office for just cause. A committee consisting of three active members appointed by the President and approved by the Board shall hear any disciplinary cases related to unethical practices of the Board member in question. If found responsible for any wrongful action, the committee may recommend that the Board member be suspended or expelled from membership in the SPMDTC. Appeal of the decision of the committee is to the full Board of Directors whose findings shall be final.

 

ARTICLE V

Officers

Section 1. Composition

The Officers of the SPMDTC shall be the President, Vice President, Secretary, Treasurer and Editor.

Section 2. Eligibility

The Officers of the SPMDTC shall be active members in good standing.

Section 3. Duties

The duties of the officers shall be as follows and may be revised by the Board of Directors to address the goals, objectives and priorities of the Club on an ongoing basis:

Section 3.1 President

The President shall be the Chief Executive Officer of the SPMDTC with the responsibility of being the major spokesperson for the Club. He or she shall chair all Board and general membership meetings, make appointments of committees and their chairs, sign all official documents as approved by the Board of Directors, be the direct liaison with the USAT and any other governing bodies of the sport of triathlon, issues calls for special meetings as requested by Board members or as needed to address urgent Club matters, and supports the rights of all Club members to compete in a fair and sportsmanlike manner.

Section 3.2 Vice President

The Vice President shall fill the role of the president in his or her absence. He or she shall also act as Chair of the Membership Committee.

Section 3.3 Secretary

The Secretary shall be the official correspondent for the SPMDTC. He or she shall have direct responsibility for all official correspondence sent by the Club. The Secretary shall also be responsible in conjunction with the President to publish all Board of Directors and general membership meeting agendas and the minutes of official meetings. The Secretary shall also keep all official records, committee reports, and the Bylaws on file.

Section 3.4 Treasurer

The Treasurer shall be the Club’s Chief Financial Officer. He or she shall present a yearly budget to the Board of Directors for review and approval at a date set by the Board. The Treasurer shall be responsible for all accounts payable and receivable and shall present a financial report to the Board at each Quarterly meeting. In conjunction with the President the Treasurer shall retain a Certified Public Accountant who is not a member of the Club to prepare and file Federal Tax Returns. The Treasurer shall also be liaison with the Editor, Membership Committee and the Sponsorship Committee to oversee the collection of yearly advertising, membership dues and sponsor income.

Section 3.5 Editor

The SPMDTC Editor shall have the responsibility for review and distribution of all official Club publications with approval of the Board of Directors. He or she shall direct and approve all editorial content and in conjunction with the Chair of the Sponsorship Committee, develop advertising guidelines and rates for the publications and ensure their distribution to all members by specific deadline dates. The Editor will also head the be a member of Communications Committee.

Section 4. Nominations and Elections

The SPMDTC officers shall be elected by the membership during the election process. The Board of Directors shall appoint a Nominating Committee who shall present a slate of Officers and Directors which shall be noticed to all active members in good standing. Additional eligible nominees may come from the general membership. The elections will be done by electronic or mail vote at a time designated by the SPMDTC Board of Directors. Only members in good standing may vote, with one vote per membership.

Section 5. Terms

Officers shall serve two (2) year terms with no limit to the number of terms served.

 

ARTICLE VI

Committees

Section 1. Standing Committees

The following committees shall be considered standing committees of the SPMDTC. These committees shall be the Audit Committee, Membership Committee, Sponsorship Committee, Merchandise Committee, Social Committee, Communications Committee and a Training Committee

Section 1.1 Standing Committee Membership

All SPMDTC active members may serve on a standing committee. The President, with the approval of the Board or as stated in the Bylaws, will appoint a member in good standing as Chair of the committee unless specified in the Bylaws. The committee Chair shall be responsible for appointment of members to serve on the standing committee. Committee Chairs and members serve two-year terms with no restriction on the number of terms on the committee unless otherwise stated in the Bylaws.

Section 1.2. Responsibilities of Standing Committees

The responsibilities of each committee shall be at a minimum:

Audit Committee:

• ·         Perform quarterly audits of the Club financial records
• ·         Report audit findings and recommendations to the Board of Directors

Membership Committee:

• ·         Approve membership applications
• ·         Maintain all membership status and records
• ·         Outreach to current and prospective members

Sponsorship Committee:

• ·         Secure sponsors for the Club and ensure sponsors are appropriately represented
• ·         Maintain sponsor relationships

Merchandise Committee:

• ·         Purchase all merchandise for resale as allowed by the Board
• ·         Establish pricing for all merchandise sold by the Club
• ·         Collect funds from sales of merchandise and maintain proper documentation
• ·         Recommend merchandise offerings for Board approval

Social Committee:

• ·         Coordinate all social activities and special events
• ·         Organize volunteers

Communications Committee:

• ·         Maintain all Club communications media (ie: website, Facebook)
• ·         Ensure coordination of all member and public information across media platforms

Training Committee

• ·         Organize workouts
• ·         Share training resources

Section 2. Special Committees

At the discretion of the SPMDTC Board of Directors special committees may be formed to address Club priorities and projects.

Section 2.1 Special Committee Membership

All SPMDTC active members may serve on a special committee. The President, with the approval of the Board, will appoint a member in good standing as chair of the committee. The committee chair shall be responsible for appointment of members to serve on the special committee. Committee chairs and members serve on the special committee until completion of the project or program it was formed to direct be completed.

Section 3. Standing and Special Committee Vacancies

If a chair of a SPMDTC standing or special committee resigns, the president shall appoint a replacement. If members of a committee resign the chair shall appoint a replacement to fill the position.

 

ARTICLE VII

General Membership Meetings and Special Events

Section 1. Annual Meeting

There SPMDTC Board of Directors shall determine the date, time and location of the annual meeting and notice this to the Club’s members in good standing in the yearly calendar or electronically or by mail at least 90 days prior to the meeting date. This meeting may be scheduled as part of annual Club special event activity.

Section 2. Annual Meeting Purpose

The purpose of the annual meeting is to introduce any newly elected Board of Directors, have a report from the President, present awards and other matters related to Club operations.

Section 3. Special Events

The Board of Directors shall develop a calendar of special events which shall be open to all members in good standing and their guests. Special events will include theme parties, organized training sessions, and other Club sponsored competitions.

ARTICLE VIII

Operating Authority

The SPMDTC Articles of Incorporation and Bylaws will be the official operating authority of the Club.

 

ARTICLE IX

Amendments

Amendments to the Bylaws may be adopted by a 2/3rds affirmative vote of the SPMDTC Board of Directors. All amendments must be noticed to the general membership in good standing at least 30 days prior to the vote of the Board. Any member in good standing may recommend a Bylaws amendment and has the right to be present at the Board meeting where action on the amendment is to occur to discuss the matter.

 

ARTICLE X

Effective Date

The effective date of these Bylaws is June 1, 2022 and will take precedence over any and all Bylaws previously adopted by the St. Pete MAD DOGS Triathlon