Waltham Track Club
By-Laws
Article I – Name
The name of this organization shall be “Waltham Track Club,” hereafter referred to “the Club”
Article II – Purpose
Section 1. History. The club was started in the summer of 1976 with seven girls who trained for the then annual Waltham AAU Track and Field meet. It was accepted as an official program and member of the N.E.A.A.U on April 15, 1977 - the Club’s official birthday. Membership had grown from seven to forty females in less than nine months. A men’s team was added in the spring of 1979 and a youth team later in the summer of that same year. A master’s team for men and women, ages 30 and over, was started in 1981. Within five years, the Club had become one of the most diversified programs in New England. It became recognized as one of the leading programs in Massachusetts and rapidly developed a local, regional and national reputation for competitive excellence. The Club experienced many changes during the following twenty years and now focuses most of its attention on its women’s open and master’s team, high school/college division and youth programs.
Section2. Mission. The Club’s main mission is to provide a safe environment for all members to share common goals and interests, to build self-esteem and to foster an active, healthy life-style, while also providing opportunities to develop their sport related talents to their fullest.
Section 3. Objectives. The Club accomplishes this by encouraging and supporting the sport of running and track and field; promoting running as a way to health and fitness; providing individualized instruction in the skills of track and field, race walking, cross-country running, road racing and marathon running, along with offering actual competitive experience, emphasizing individual achievement in an attempt to get each member to reach his fullest potential; and offering various forms of community service, especially though our sponsorship of youth oriented events.
Section 4. Philosophy. The Club is committed to the total physical, emotional, social and mental development of its members. Building self-esteem and self-confidence is an ongoing process, used in both practices and competitions. Our intent is to challenge and develop members technically and emotionally, in a positive manner, using praise and constructive criticism. Praise is to be personal, based upon individual and team achievement relative to goals and ability. Criticism should be impersonal. Waltham Track Club members, parents and coaches are expected to demonstrate proper respect for each other, other teams and coaches, teammates, officials, spectators, facilities and equipment. Members and coaches are expected to exhibit the highest level of conduct, both on and off the playing field, as they are, at all times, representatives of their team, Club and community. The Club’s sole goal, in terms of athletic performance, is for each member to strive to be “the best that one can be.”
Section 5. Affiliation. The Club is currently registered as an official program with the USA Track and Field Association, the current governing body for all running related activities in the U.S., and competes in and supports events sanctioned by the USATF.
Article III – Membership
Section 1. Membership is open to anyone who wishes to pursue instruction, training and competition in the sport of track and field, road racing or race walking and who is eligible and has the desire to achieve and the willingness to participate in Club activities.
Section 2. The Club’s intent is to have members feel that they not only belong to the program, but are a part of it. Members who reside outside Waltham are welcome. All members and parents are encouraged to become actively involved in organizing, attending and supporting Club related activities.
Section 3. Membership forms must be filed and accepted by the Club, along with the appropriate dues for the applicable program. Membership lasts for the duration of the applicable program into which the member was accepted.
Article IV – Board of Directors
Section 1. The Club is governed by a Board of generally 8-15 volunteer Directors. The size of the Board may vary depending upon the needs of the Club, as determined by the Board of Directors, and the availability of volunteers. Special committees may be formed by the Board of Directors as needed. Directors take an active role in the administration and organization of the Club’s programs and operations.
Section 2. Directors shall be parents of youth members, open team members, and citizens interested in supporting the Club programs.
Section 3. The Board of Directors includes the following official roles: President, Vice President, Secretary, Treasurer, and Head Coach, collectively hereafter referred to as “the Officers.”
The President ensures Board consideration and approval of any matter necessary to conduct the programs or business of the Club, not previously delegated.
The Vice President shall perform the role of the President in the President’s absence.
The Secretary shall ensure a complete and accurate record of the Board of Directors, including but not limited to records of meeting deliberations, votes, and elections.
The Treasurer shall ensure the funds of the Club are safeguarded and completely and accurately accounted for and disbursed. The Treasurer shall ensure necessary financial reports, including but not limited to internal reporting for the Board of Directors and year-end non-profit tax filings with the Internal Revenue Service and the Commonwealth of Massachusetts as required by law.
The Head Coach shall run all club programs and business; delegate duties to other Board members, parents, and/or committee as necessary to run club programs; and submit matters to the Board for advice and approval.
Section 4. The Board of Directors shall meet to conduct the business of the Club.
Regular Business Meetings of the Board of Directors, hereafter referred to as “Regular Meeting,” generally occur monthly, or more frequently as needed. Any Director can call a Regular Meeting and shall provide a written or electronic notice to each director at least seven (7) days in advance of such meetings. By unanimous consent of the Board of Directors, meeting notice can be waived. A quorum for a Regular Meeting is achieved by a majority of Officers and three non-Officer Directors present. Reasonable accommodation should be extended to achieve a quorum. Regular Meetings may proceed without quorum. Quorum is needed to approve voting matters. Matters submitted during a Regular Meeting to the Board for approval are enacted by a majority vote of Directors in attendance at the meeting.
Special Meetings of the Board of Directors, hereafter referred to as “Special Meetings” are called to consider matters articulated in Articles VII and VIII. Any Director can call a Special Meeting and shall provide a written or electronic notice to each director at least seven (7) days in advance of such meetings. By unanimous consent of the Board of Directors, meeting notice can be waived. A quorum for Special Meetings is achieved by a majority of Officers and a majority of non-Officer Directors present. Reasonable accommodation should be extended to achieve a quorum. Special Meetings may not proceed without quorum. Matters submitted to the Board of Directors during a Special Meeting are enacted by a two-thirds (2/3) majority of Directors in attendance at the meeting
Section 5. Nomination of Directors. Several times a year, the Club solicits nominations for Directors in conjunction with membership registration for its programs. These self-nominations, or others, are presented by the Officers to the Board of Directors during a regular meeting as referenced in Article IV, Section 4 Part A.
Section 6. Nomination of Officers. Any of the Officers may solicit nominations from amongst sitting Directors to fill vacant official roles, and present them to the Board of Directors during a regular meeting as referenced in Article IV, Section 4 Part A.
Section 7. Election of Directors and Officers. To join the Board and to serve as an Officer on the Board, the person must receive a majority vote of Directors in attendance during a regular meeting as referenced in Article IV, Section 4 Part A.
Section 8. Term of Office. Directors serve at will.
Section 9. Removal of Directors. A person may be removed from the Board of Directors by a majority vote of Directors in attendance during a regular meeting as referenced in Article IV, Section 4 Part A.
Section 10. Vacancy. A vacancy on the board of directors by reason of death, resignation, or other causes may be filled by the remaining directors, or the board may leave the position unfilled. During periods when there is an unfilled vacancy on the board of directors, actions taken by the remaining directors will constitute actions of the board.
Section 11. Compensation. The directors will not be compensated for serving as such. A director may, however, serve in other capacities with the Club and receive compensation for such service.
Section 12. Directors may meet or participate in meetings by telephone or other electronic means as long as all directors are continuously able to communicate with one another.
Article V – Fiscal
Section 1. The fiscal year of the Association is January 1 through December 31.
Section 2. Bank Accounts and Depositories. The Board of Directors may from time to time as necessary, designate depositories for the funds, property, and assets belonging to or under the control of the Club.
Section 3. The Board of Directors shall authorize operating access to accounts holding the funds of the Club. The Board of Directors shall ensure that at least two Directors are active on all accounts of the Club. At least two Officers of the Club, including the Treasurer, must have access to and the required passwords for all financial accounts and software of the Club.
Article VI – Membership Meetings
Section 1. A meeting of the membership of the Club, hosted by the Head Coach or delegate, is generally held in conjunction with the start of each Club program throughout the year.
Article VII – Adoption and Amendment
Section 1. The by-laws shall be ratified by a two-thirds (2/3) majority of Directors in attendance during a Special Meeting, as referenced in Article IV Section 4 Part B called to consider the matter.
Section 2. Any member of the Club may propose amendments to these bylaws.
Section 3. Amendments to these bylaws shall be adopted by a two-thirds (2/3) majority of Directors in attendance during a Special Meeting, as referenced in Article IV Section 4 Part B, called to consider the matter. Documentation of amendments shall be provided concurrent with the call for the special meeting.
Article VIII – Dissolution
Section 1. To dissolve the Club, the issue must be presented to the Board of Directors.
Section 2. Dissolution shall be endorsed by two-thirds (2/3) majority of Directors in attendance during a Special Meeting, as referenced in Article IV Section 4 Part B, called to consider the matter of dissolution. Documentation of dissolution shall be provided concurrent with the call for the special meeting.
Section 3. The Officers shall ensure the proper governmental requirements are met for the enactment of the dissolution of the organization
Section 4. Upon enactment of dissolution, the Officers shall decide on resolution of funds and equipment for the local betterment of the sport of track and field.
Article IX – Saving Clause
Section 1. If any provision of these by-laws, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
