Toledo, Ohio

RESTATEMENT OF BY LAWS
March 14, 2008

ARTICLE I	NAME The name of the organization shall be “Team Toledo Triathlon Club”, hereinafter referred to as “Team Toledo”.
ARTICLE II	STATEMENT OF PURPOSE
Section 1	The purpose of Team Toledo shall be to promote the sport of triathlon, to project a positive image of the sport of triathlon in our community, to bring triathletes together, to develop positive communications with other triathlon clubs, to promote good sportsmanship, well-being and fellowship among triathletes, to help and encourage other people to join Team Toledo, to promote triathlons in general, and to educate the public to its benefits.
Section 2	In furtherance of Section 1, Team Toledo may hold triathlons, lectures, and other educational activities, demonstrations, clinics, or social events; print and publish books, magazines and newsletters; make awards; and to do all such other things that may be conducive to the encouragement of triathlons.
Section 3	Other objectives are to engage in community activities, to publicize by appropriate means the benefits of triathlon training and to coordinate with other agencies advocating triathlon training as a means of physical fitness.
ARTICLE III	MEMBERS
Section 1	The membership shall consist of those individuals who have an interest in triathlons and triathlon training and support the purpose of this organization regardless of sex, race, age or ability.
Section 2	Individuals under 18 years of age are required to have written parental/guardian consent or parental/guardian consent at the time of on-line registration..
Section 3	Each member shall be required to pay dues. The annual dues shall be determined by the membership. Membership shall run from January 1 to December 31.
ARTICLE IV	FISCAL YEAR The fiscal year of Team Toledo shall begin on January 1 and end on December 31.
ARTICLE V	BOARD OF TRUSTEES
Section 1	The management of this organization shall be vested in a Board of Trustees consisting of a President, President Elect, Vice President, Secretary, Treasurer, and four Members-At-Large. All trustees shall serve without remuneration.
Section 2	The term of office for all trustees shall be for one (1) year commencing on April 1 and ending on March 31.
Section 3	The date of election shall be at the annual meeting to be held sometime between February and April of each year or at such other time as set by the Board of Trustees.
Section 4	The Board of Trustees shall be elected by a majority vote of the members present at the annual meeting or special meeting called for such purpose and by secret ballot.
Section 5	Nominations for the Board of Trustees shall be made from the floor. A membership committee may be appointed for the purpose of selecting a slate of individuals to run for the Board of Trustees.
Section 6	Any vacancy in any office will be filled by the other trustees.
ARTICLE VI	DUTIES OF TRUSTEES
Section 1	President – shall preside at all meetings, appoint all committees and perform those duties ordinarily attached to the office of President.
Section 2	President Elect – shall assist the President and perform those duties assigned by the President and shall become the President beginning April 1 of the year following the election as President Elect subject to a ratification vote by the members present at the annual members meeting or special members meeting called for such purpose.
Section 3	Vice President – shall, in the absence of the President, perform the duties of the President.
Section 4	Secretary – shall keep all necessary records of the proceedings of the organization, shall keep all records of the membership at large, and shall keep all members informed of important affairs and schedules.
Section 5	Treasurer – shall, with the approval of the Board of Trustees, pay all bills, and shall keep an accurate record of all income and expenses. All checks shall require the signature of the Treasurer or the President.
Section 6	Members-At-Large and all other officers shall be dues paying members.
ARTICLE VII	MEETINGS OF MEMBERS AND OF TRUSTEES
Section 1	The date of the annual meeting of the members and all other meetings of the members shall be set by the Board of Trustees or by the members constituting one-half of all dues paying members.
Section 2	Notice of the annual meeting of the members and all special meetings of the members shall be given to each member by duly mailing said notice to the member’s address seven (7) days prior to the scheduled meeting.
Section 3	The Board of Trustees shall endeavor to meet at least quarterly during each fiscal year.
Section 4	Notice of all Trustees meetings shall be given to each Trustee by duly mailing said notice to the Trustee’s address seven (7) days prior to the scheduled meeting. This notice may be waived by the Trustees.
ARTICLE VIII	QUORUM A quorum for all meetings of the members shall be a majority o the members in attendance a such meeting. A quorum for all meetings of the Board of Trustees shall be a majority of the Trustees.
ARTICLE IX	COMMITTEES The President may establish all necessary appointments to standing and/or ad hoc committees as necessary to carry out the goals and objectives of Team Toledo.
ARTICLE X	AMENDMENTS
Section 1	All proposed amendments shall be submitted in writing to the Board of Trustees.
Section 2	All members must be notified at least seven (7) days prior to voting on any amendment.
Section 3	The proposed amendment shall be passed by the majority vote of the members present at said meeting.
ARTICLE XI	FINANCES
Section 1	This is a non-profit organization under Internal Revenue Code 501(c)(3). Dues, entry fees, sponsorship funds and other monies received by the organization will be spent entirely for carrying out the stated purpose of the organization.
Section 2	No part of the net earnings of the organization shall inure to the benefit of its individuals.
Section 3	This organization shall be empowered to participate in fund raising activities, including participating with other non-profit organizations.
ARTICLE XII	DISSOLUTION In the event of dissolution of this organization the funds in the treasury, after all creditors have been paid, shall be distributed in compliance with Internal Revenue Code 501(c)(4)