Constitution

East Texas Triathletes is an organized club dedicated to the educational pursuit of triathlon, general physical fitness, and the representation of the sport of triathlon within in the community

 Article II

The official name shall be East Texas Triathletes.

 Article III

Membership shall be open to any individual who shares in the common purpose of the East Texas Triathletes triathlon club.   Membership shall be granted without discrimination upon basis of race, creed, color, religion, age, sex, national origin, and physical or mental handicap.  Members must compete in at least one USA Triathlon sanctioned event each season and become a USA Triathlon member

 Article IV

The officers and three directors shall comprise the East Texas Triathletes triathlon club executive committee.  Terms of office are from January 1 until December 31 of the calendar year.

The offices are:

President—presides over meetings, can appoint to fill director vacancies.  Term is not more than one year consecutively.   [Term limit removed as per club vote on May 22, 2010]

Vice President—acts as president in the absence of the president.  Responsible for guest speakers at club meetings.

Secretary—responsible for keeping accurate minutes at executive and club meetings.  Keeps a current roster of club members. 

Treasurer--Collects club’s dues, pays club debts, and accounts for club’s finances with a quarterly report at club meetings.

Youth Director--responsible for youth activities.  [Position added at May 22, 2010 meeting]

Webmaster--May be a voluntary position or elected.  The webmaster shall be part of the executive committee.

Directors—participate in executive meetings and vote on club’s policies 

Article V 

Executive Committee

Executive Committee meetings shall be held when club business necessitates one.  Organizing meetings shall be the responsibility of the president.  The meetings may be by electronic mail or conference call, in addition to in person.

Special meetings may be called by the President and 5 current club members who petition the Executive Committee in writing.

All Executive Committee meetings are open to the membership.

The Executive Committee can appoint committees as needed for club business or activities.

There must be four Executive Committee members present to have a quorum.

Robert’s Rules of Order will govern all Executive Committee meetings.   

Article VI

Club Meetings

Club meetings shall be held quarterly in the months of February, May August, and November  The, times, and location are to be published in the club newsletter and/or website.   

Article VII

 Club Elections

The President shall establish a nominating committee at the May Executive Committee meeting.  The nominating committee shall consist of one Executive Committee member and one current club member at large.  The committee shall ask for nominations from the floor of the August meeting.  The committee shall prepare a slate of officers for presentation at the November meeting and request final nominations from the membership.  A slate of officers will be presented to the membership at the November meeting for approval from the membership. 

Article VIII

 Amendments to the Constitution

Proposed amendments will be recommended by the Executive Committee, and shall be posted in the club newsletter/on the website fifteen days before the next club meeting.  Amendments shall be voted on by the club membership at a regularly scheduled meeting.

 Article X

This constitution shall comply with applicable state and federal regulations.

Amendment I (Ratified August 29, 2009)

Dissolution of Club and Distribution of Assets:

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501( C)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Amendment II (Ratified August 29, 2009)

Conflict of Interest Policy

Section 1:  Purpose 

The purpose of the conflict of interest policy is to protect this tax-exempt organization's (East Texas Triathletes) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

 Section 2:  Definitions

 1. Interested Person--Any director, principal officer, or member of a committee with governing board     
     delegated powers, who has a  direct or indirect financial interest, as defined below, is an interested  
     person. 

2. Financial Interest--A person has a financial interest if the person has, directly or indirectly, through 
    business, investment, or  family:

a.   An ownership or investment interest in any entity with which the Organization has a transaction or 
      arrangement,

b.   A compensation arrangement with the Organization or with any entity or individual with which the
      Organization has a transaction or arrangement, or

c.   A potential ownership or investment interest in, or compensation arrangement with, any entity or
      individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 

A financial interest is not necessarily a conflict of interest. Under Section III, Part 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 

Section III:  Procedures 

1. Duty to Disclose 

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 

2. Determining Whether a Conflict of Interest Exists 

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 

3. Procedures for Addressing the Conflict of Interest 

a. An interested person may make a presentation at the governing board or committee meeting, but after 
    the presentation,  he/she shall leave the meeting during the discussion of, and the vote on, the  
    transaction or arrangement involving the possible conflict of interest.

 b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person
     or committee to investigate alternatives to the proposed transaction or arrangement.

 c. After exercising due diligence, the governing board or committee shall determine whether the
    Organization can obtain   with reasonable efforts a more advantageous transaction or arrangement from a
    person or entity that would not give rise to a conflict of interest.  

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not
    producing a conflict of interest, the governing board or committee shall determine by a majority vote of
    the disinterested directors  whether the transaction or arrangement is in the Organization's best interest,
    for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it
    shall make its decision as to whether to enter into the transaction or arrangement.

 4. Violations of the Conflicts of Interest Policy

 a. If the governing board or committee has reasonable cause to believe a member has failed to disclose
    actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford
    the member an opportunity to explain the alleged failure to disclose. 

b. If, after hearing the member's response and after making further investigation as warranted by the
    circumstances, the governing board or committee determines the member has failed to disclose an
    actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

 Section IV: Records of Proceedings

 The minutes of the governing board and all committees with board delegated powers shall contain:

 a. The names of the persons who disclosed or otherwise were found to have a financial interest in
     connection with an actual or possible conflict of interest, the nature of the financial interest, any action
     taken to determine whether a conflict of interest was present, and the governing board's or committee's
     decision as to whether a conflict of interest in  fact existed. 

b. The names of the persons who were present for discussions and votes relating to the transaction or 
    arrangement, the content of the discussion, including any alternatives to the proposed transaction or
    arrangement, and a record of any votes taken in connection with the proceedings. 

Section V:  Compensation

 a. A voting member of the governing board who receives compensation, directly or indirectly, from the
    Organization for  services is precluded from voting on matters pertaining to that member's compensation.

 b. A voting member of any committee whose jurisdiction includes compensation matters and who receives
     compensation, directly or indirectly, from the Organization for services is precluded from voting on
     matters pertaining to that member's compensation.

 c. No voting member of the governing board or any committee whose jurisdiction includes compensation
     matters and who receives compensation, directly or indirectly, from the Organization, either individually
     or collectively, is prohibited from providing information to any committee regarding compensation.

 Section VI: Non-Profit Officer Acknowledgements  

Each director, principal officer and member of a committee with governing board delegated powers understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Amendment II:

Donor/Sponsors for the Rose City Triathlon who are trithletes  will not be required to pay member dues to East Texas Triathletes.