Cyclonaut Multisport By-Laws

BY-LAWS OF CYCLONAUT MULTISPORT, LLC., A NOT-FOR-PROFIT CORPORATION

ARTICLE I   ORGANIZATION

1. The name of the organization shall be Cyclonaut Multisport, LLC.
2. The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE II   PURPOSES

The following are the purposes for which this organization has been organized: The Cyclonaut MultiSport, LLC purpose is to support and encourage a healthy approach to triathlons and multisport for individuals of all ages and all levels of ability. Through the camaraderie of a club atmosphere, members enjoy training for the purpose of general fitness and racing as well as personal and team goals. As a group, the Cyclonauts participate in, as well as promote, fitness related events and activities throughout the Southern New England area, nationally and worldwide.

ARTICLE III   MEMBERSHIP

Membership in this organization shall be open to all who desire to participate in triathlon and multi-sport events or to simply enjoy the benefits a healthy lifestyle promotes.

ARTICLE IV   MEETINGS

The annual membership meeting of this organization shall be held within the first week of January each and every year.  The Board of Directors shall fix the day but the meeting must occur by the 21st of January.
The Secretary shall cause to be announced to every member in good standing at the Member Information page of the Cyclonaut Multisport website, a notice telling the time and place of such annual meeting.
Regular meetings of this organization shall be held once a year in August at locations voted on by the current board of directors.
The presence of not less than sixty (60%) percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
Special meetings of this organization may be called by the president when He\She deems it for the best interest of the organization. Notices of such meeting shall be announced on the Member Information page of the Cyclonaut Multisport website at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of sixty (60%) percent of the members of the Board of Directors or sixty(60%) percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing or email at least ten (10) days before the requested scheduled date.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE V   VOTING

At all meetings, except for the election of officers and directors, all votes shall be by voice or email. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. If, during the election of officers, a board position is unopposed, no vote will be necessary.
At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.  At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE VI   ORDER OF BUSINESS

  1. Membership sign in
  2. Reading of the Minutes of the preceding meeting.
  3. Reports of Committees.
  4. Reports of Officers.
  5. Old and Unfinished Business.
  6. New Business.
  7. Adjournments.

ARTICLE VII   BOARD OF DIRECTORS

The business of this organization shall be managed by a Board of Directors consisting of club members, together with the officers of this organization.
  1. The directors to be chosen for the ensuing term shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve for a term of two (2) years.
  2. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.
  3. Sixty (60%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly once a quarter in the months of January, April, July, and October.
  4. Each director shall have one vote and such voting may be done by proxy or email.
  5. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
  6. There is no limit on the number of terms for a board member.
  7. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.
  8. The President of the organization by virtue of his\her office shall be Chairman of the Board of Directors.
  9. Most board of director positions carry additional committee lead status such as:
  • Multi-Sport Chairperson(s)– Coordinating all Multi-sport related activities i.e. race advertisement, relay team coordination, Series management (F.I.R.M.), team events
  • Public Relations Chairperson(s) – Coordinating all club related communications including website, forum, email, , collecting race results for posting, contacting media, etc.
  • Clothing Chairperson(s) – Coordinating all club clothing related activities including keeping track of inventory, assembling orders, contacting clothing manufacturers, assembling kits, and handling distribution of clothing to members.
  • Membership Chairperson(s) – Coordinating all membership related activities including keeping main membership rolls, accepting membership applications, ensuring liability waiver status, keeping up to date membership applications available for the web as well as general membership meetings
  • Sponsor Chairperson(s) – Coordinating all issues regarding club sponsorship including managing sponsor pack, advertising, soliciting vendors, managing existing sponsors.
  • At large Board member(s)
  1. A director may be removed when sufficient cause exists for such removal.  Such removal must be approved by sixty (60%) percent of the board of directors.
  2. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
  3. Any Board of director Chairperson may create a sub-committee to assist in carrying out duties.

ARTICLE VIII   OFFICERS

The initial officers of the organization shall be as follows:
  • President:
  • Vice President:
  • Secretary:
  • Treasurer:
The President shall preside at all membership meetings.
  1. He\She shall by virtue of his\her office be Chairman of the Board of Directors.
  2. He\She shall present at each annual meeting of the organization an annual report of the work of the organization.
  3. He\She shall appoint all committees, temporary or permanent.
  4. He\She shall see all books, reports and certificates required by law are properly kept or filed.
  5. He\She shall be one of the officers who sign the checks or drafts of the organization.
  6. He\She shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall:
  1. In the event of the absence or inability of the President to exercise his\her office become acting president of the organization with all the rights, privileges and powers as if He\She had been the duly elected president.
  2. He\She shall be one of the officers who sign the checks or drafts of the organization.
The Secretary Shall:
  1. Shall keep the minutes and records of the organization in appropriate books.
  2. It shall be his\her duty to file any certificate required by any statute, federal or state.
  3. He\She shall give and serve all notices to members of this organization.
  4. He\She shall be the official custodian of the records and seal of this organization.
  5. He\She shall be one of the officers who sign the checks or drafts of the organization.
  6. The Secretary shall submit quarterly reports to all members following each club and directors meeting, including but not limited to review of items discussed, actions taken, future plans, & treasurers report.
  7. He\She shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
  8. He\She shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.
  9. He\She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
The Treasurer Shall:
  1. Have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.
  2. He\She must be one of the officers who shall sign checks or drafts of the organization.
  3. He\She shall render during each general and Board of directors meeting a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
  4. He\She shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors.
No officer shall for reason of his\her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE IX   COMMITTEES

All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of two years or less if sooner terminated by the action of the Board of Directors.

ARTICLE X   DUES

The dues of this organization are dependent on participant level and need and are due and payable on the first of the year:
1.     A single participant dues $30 per annum and shall be payable on the first of the year.
2.     Members under the age of 21 are free.

ARTICLE XI   Condolence Policy

  1. The Secretary would be the main contact person for all club related arrangements\cards to be sent out.
  2. The Treasurer would arrange for payment for any arrangements via a local florist\edible arrangements location using club funds.
  3. In the event of a death of a Member of Member’s  family ( spouse, parent, child)
  • ~$50 flower arrangement/fruit basket/edible arrangement
  •  or, if requested, a $50 donation to a charitable cause.
  • Condolence card would be sent to the member or Family
  1. If a Member become very sick or involved in an accident that requires hospitalization
  • ~$50 flower arrangement/fruit basket/edible arrangement/Restaurant card
  • Get well card would be sent to the member
  1. A “friend of the club” (While not a member, someone that has an effect)
  • Appropriate correspondence (get well, condolence card sent)

ARTICLE XII   Charitable Giving Policy

  1. Charity would have to be affiliated within the USAT definition of a Multisport charity event
  2. Member’s committed affiliation with the charity would be necessary to qualify for a donation
  3. Member would need to appeal to the board
    • A filled out charitable fund request form describing charity, what the donation would be used for, and a requested amount.
    • Appear at a Board meeting to review charity and formally request funds.
  4. Amount of donation would be voted on by the Board of directors based on current club finances but not to exceed $500 or 10% of total club budget whichever is lesser of the two.

ARTICLE XIII   AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than seventy-five (75%) percent of the general membership.