Section 1: Membership shall be open to anyone in the Central Missouri Area.
Section 2: Membership shall be determined by the payment of annual dues, said dues to be fixed by the Board of Directors. Dues shall not be assessed against anyone who is less than 18 years of age. Only those persons who have paid the current year’s dues may officially represent the Columbia Track Club at any event, except that this restriction shall not apply to anyone less than 18 years of age. Only dues paying members shall have the right to vote at any meeting.
Article II
Principal Office
Section 1: The principal office of the corporation shall be located at the home of the President of the Board of Directors.
Section 2: The resident agent of the corporation shall be Joseph W. Duncan and the registered office of the corporation shall be 4004 Defoe Drive, Columbia, Missouri.
Section 3: The books and records of the corporation shall be kept at the home of secretary of the corporation.
Article III
Meetings
Section 1: Annual Meeting. The annual meeting of the membership of the corporation shall be held in September of each year at a time and place to be determined by the Board of Directors. Members shall be duly notified of the same not less than (10) days prior thereto.
Section 2: Special Meetings. Special meetings of the members of the corporation may be called at any time by the president, provided he first obtains consent of the majority of the Board of Directors. Special meetings shall be called by the president upon the request in writing of not less than fifteen (15) meetings. Due notice of special meetings showing the purpose thereof shall be given members not less than ten (10) days prior thereto.
Section 3: Quorum and Procedure when No Quorum. A quorum shall consist of not less than 10% of the voting members. If a meeting of the members of the corporation has been duly called for any purpose and there is an absence of a quorum at such meeting the voting members present may by majority vote call a further meeting of the members for the same purpose. Fifteen (15) days notice of the time, place and purpose of such further meeting shall be given by mail communication to each member. At such further meeting the voting members present may approve or authorize a proposed action and take any other action which might have been taken at the original meeting if a sufficient number of members had been present; and the notice of such further meeting shall so state.
Article IV
Section 1: Management of the Corporation. The business and property of the corporation shall be managed and controlled by a Board of nine (9) Directors elected for staggered terms of three (3) years each, (3) Directors to be elected at the annual meeting. The president shall appoint a nominating committee to select at least three nominees for Directors to be voted upon by the members at the annual meeting. Nomination for Directors may also be made from the floor. In case of any vacancy on the Board of Directors, the remaining Directors may elect a successor to hold office until the next meeting.
Section 2: Officers. Within thirty (30) days following the annual meeting the Board of Directors shall organize itself choosing from its members a president, vice president, secretary and treasurer to serve until the next annual meeting.
Section 3: President. The president shall preside at all meetings of the membership of the corporation. He shall have the power to sign membership cards, and to sign and execute all contracts and instruments of conveyance in the name of the corporation with the approval of the Board of Directors, and perform all of the duties incident to the office of president.
Section 4: Vice President. In the absence or disability of the president, the vice president shall perform the duties and exercise the powers of the president.
Section 5: Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors and of the membership meetings of the corporation, and any other meeting to which the secretary is designated by the president to attend, on books provided for the purpose; he shall attend to the giving and service of all notices; he shall sigh with the president or vice president in the name of the corporation, all contracts and instruments of conveyance and shall affix the seal of the corporation thereto; he shall have charge of the membership books and such other books and papers as the Board of Directors may direct.
Section 6: Treasurer. The treasurer shall have custody of all funds and securities of the corporation and shall deposit them in a bank designated by the Board of Directors and shall make such disbursements as the Board of Directors may authorize. He shall keep a true and accurate record of all income and expenditures and submit to the Board of Directors a accounting for inclusion in a report to the membership of the corporation.
Section 7: Employees of the Corporation. The Board of Directors shall have the power to employ persons for the proper conduct of the business and activity of the corporation and may delegate such power to them as they see fit. The Board of Directors may enter into such contracts as it deems necessary for the best operation of the facilities.
Section 8: Annual Report. The Board of Directors shall submit a financial statement of the corporation at the annual meeting.
Article V
Amendments
These by-laws may be amended, repealed, or any new by-laws made by a vote of at least five (5) of the members of the Board of directors at any meeting provided notice of the contemplated by-laws change is set out in the notice of the meeting given to the Board of Directors.