Three Rivers

Three Rivers Athletic Club

By-Laws

Ratified January 30, 2017

Amended January 29, 2018

Three Rivers Athletic Club, Inc.

By-Laws

Section 1 – Purpose

The association shall be known as Three Rivers Athletic Club, hereinafter referred to as TRAC and, or the association. TRAC is a non-profit, non-partisan and non-sectarian organization whose members have the sole right to participate and administer all activities through elected directors and officers.

The purpose for which the association is organized and operated is to provide services to its Members and to the community it is serves. TRAC shall operate within the meaning of Section 501(c) (3) of The Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law, including the following purposes: To promote and support soccer within the community; To promote and support swimming within the community; and to engage in any other act or activity permitted by said Code section and by the Georgia Non-Profit Corporation Code.

TRAC is not organized and shall not be operated for pecuniary gain or profit. No part of the new earnings of the association shall inure to the benefit of or be distributable to, its directors, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in this section. No substantial part of the activities of the association shall be carrying on of propaganda or otherwise attempting to intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code,or the corresponding provision of any future United States Internal Revenue Law.

Upon the dissolution of this association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the association, dispose of all of the assets of the association exclusively for the purposes of the association in such matter, or to such organization that at the time qualify as an organization or organizations and operate as a 501(c) as defined by the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Law, as the TRAC Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the registered office of the association is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 2 – TRAC Membership

Members are households registered and in good standing with either the TRAC Soccer Club (as provided for herein, Exhibit A) and, or the TRAC Swim Club (as provided for herein, Exhibit B). Each household is considered as one (1) Member, regardless of the size of the household and, or number of registrations within said household, with the exception of a household that is registered with both the TRAC Soccer Club and the TRAC Swim Club, in which case a household is considered as two (2) members.

TRAC Members will be considered in good standing if said Member is in good standing with the TRAC Soccer Club and, or the TRAC Swim Club.

Any Member may have their Membership censored and, or terminated by a two-thirds (2/3) vote of the TRAC Board of Directors, or the TRAC Soccer Club Board of Directors, or the TRAC Swim Club Board of Directors.

Procedural protocol for any type of grievance, as described herein, must be followed in order to censor, or revoke Membership:

  1. A grievance may be filed by any Member in good standing, with the Directors of TRAC, the TRAC Soccer Club and, or the TRAC Swim Club.
  2.  In order that a grievance be considered by the corresponding Directors, written documentation containing a description of the grievance(s) and material facts supporting the grievance shall be submitted for review to the appropriate Board of Directors.
  3. The appropriate Board of Directors may appoint a committee for the specific purpose of investigating said grievance(s).
  4. All parties involved in the grievance shall have the opportunity to address the corresponding Board of Directors or designated committee and provide supporting materials.
  5. The corresponding Board of Directors or designated committee shall review the documented grievance(s) presented, and subsequently present recommendations to the corresponding Board of Directors.  A decision and subsequent required action, if necessary, shall be reached within 60 days, including weekends and holidays, of the submitted grievance(s).  Actions must be approved by a majority vote of the corresponding Board of Directors, with the exception of revoking Membership, which requires a two-thirds (2/3) majority vote.  Parties involved are not permitted to vote in the specific matter of the grievance(s).
  6. Appropriate action, as directed by the corresponding Board of Directors, to rectify a grievance(s) must be taken within an appropriate amount of time, to be determined by the Board of Directors.
  7. “Time of the Essence” shall apply with respect to information requested and response(s) required by the corresponding Board of Directors or designated committee in the investigation and action of said grievance(s).
  8. Following notification of findings to parties involved with said grievance(s), the corresponding Board of Directors or designated committee will report said grievance(s) findings and resolution to the corresponding Membership at the next regularly scheduled Membership meeting.

Section 3 – TRAC Board of Directors

The TRAC Board of Directors shall consist of two (2) Directors from the TRAC Soccer Club and two (2) Directors from the TRAC Swim Club, whom shall be elected by each respective club, and one (1) At Large Member from the community from which TRAC serves, whom shall be elected by the TRAC Board of Directors.Directors’ terms shall be fortwo (2) years andDirectors shall hold office until their term expires, and until their successor has been elected and qualified or until their death, resignation, or removal in the matter hereinafter provided.

Each Director shall have one vote in all matters pertaining to the Board of Directors; regardless of the specific number of Memberships said director may have in the association. For all general Membership votes and elections, each Director shall qualify to vote as described in Section 2 – Membership.

A Director who fails to attend three consecutive TRAC Membership meetings and, or TRAC Board of Directors meetings may be removed from said Board of Directors by a 2/3 majority vote of the TRAC Board of Directors. Any Member in good standing may move for the removal of any TRAC Director(s).

TRAC Directors may be removed from office by a 2/3 majority vote of the Membership at a Membership Meeting. Removing a Director from office does not revoke said Directors Membership rights in the association. Procedural protocol to remove any Member must be followed, as presented in Section 2 – Membership.

Section 4 – TRAC Officers

The Officers of TRAC shall be comprised of members of the Board of Directors and shall consist of the following; Chairman, Vice Chairman, Secretary, and Treasurer. Each Officer must be a Member in good standing and shall be elected by a majority of the TRAC Board of Directors present at the election. Officers shall be elected and hold office for the duration of their Directors’ term and until their successors have been elected and qualified as Directors, or until their death, resignation, or removal as either an officer or a Director.

The Chairman shall be the chief executive officer of the association, shall have general and active management of the business of the association and shall see that all orders and resolutions of the association carried into effect. The Chairman shall also preside at all meetings of the association’s Membership and Board of Directors.

The Vice Chairman, during the absence or disability of, or refusal to act by the Chairman, shall perform the duties and exercise the powers of the Chairman and shall perform such other duties as the Board of Directors shall prescribe.

The TRAC Treasurer shall have the responsibility of the management of the association’s Funds and Securities and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the association, and shall deposit all monies and other valuable effects in the name and to the credit of the association in such depositories as may be designated by the Board of Directors.

The TRAC Secretary shall attend all meetings of the TRAC Board of Directors and all meetings of the Membership and record all the proceedings of the meetings of the association and said Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all prescribed by the said Board of Directors. The Secretary shall have custody of the corporate seal of the association and the Secretary shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature. The Secretary shall perform such other duties as may be designated by said Board of Directors.

Section 5- TRAC Executive Director

The Executive Director shall be responsible for the day to day operations of the organization including, but not limited to preparation of agendas, minutes, treasury reports, bookkeeping, scheduling of association events, and marketing of the association. The Executive Director shall maintain all records relative to Membership and collection of all dues. The Executive Director shall report directly to the Chairman, and operate under the purview of the Treasurer relative to all monetary and budgetary matters and under the purview of the Secretary relative to all secretarial matters.

The Executive Director may be employed at the sole discretion of, and operate at the sole behest of the Board of Directors.

Section 6- TRAC Membership and Board of Directors Meetings

The Board of Directors of the association shall have regular meetings at such times scheduled by the Board of Directors. Only said Directors may attend and vote at Board of Directors meetings. Non Directors may attend by invitation only.

The Membership, including the Board of Directors, shall have at least an annual meeting for the transaction of business on such date in each year as may be determined by the TRAC Board of Directors.

Section 7- Special Meetings of the TRAC Membership and Board of Directors

Special meetings of the Membership may be called by a majority of the Board of Directors, or upon the written request of a majority of the Members of the association. Special meetings of the Board of Directors may be called by a majority of the officers, or solely by the Chairman. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purposes set forth in the notice thereof.

Section 8- Place of Meetings

Meetings of the TRAC Membership and TRAC Board of Directors shall be held at such a place within or outside of the state of Georgia as may be fixed by the Chairman. If no place is so fixed, such meetings shall be held at the principal office of the association.

Section 9- Notice of Meetings

Notice of each meeting of the Membership and, or Board of Directors shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes, and the agenda, for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

A copy of the notice of each meeting shall be given personally, by United States mail, or by electronic means to the officially designated address of each member and, or entity, not less than ten, 10, nor more than one hundred eighty, 180, days before the date of said meeting, to each Member qualified to attend said meeting, or if said Member shall have filed with the Secretary of the association a written request, either mailed, or electronic to be contacted at some other address, then notice shall be directed to said member at such other address.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record qualified to attend said meeting on the new record date entitled to notice hereunder.

Section 10- Waiver of Notice

Notice of a meeting need not be given to any Member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at the meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

Section 11- Inspectors of Elections

The TRAC Board of Directors, in advance of any meeting, may appoint one or more inspector(s) to act at the meeting or any adjournment thereof. If inspector(s) are not so appointed, the officer presiding at said meeting may, and on the request of any Member thereat shall, appoint up to two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the act; the vacancy may be filled by Chairman appointment in advance of the meeting or at the meeting by the officer presiding thereat.

The inspector(s), if appointed, shall determine who may vote at the meeting as a Member, the existence of a quorum, and the validity and effect of the proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, the number of votes each member may have, count and tabulate all votes, ballots, or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all Members. On request of the person presiding at the meeting, or of any Member entitled to vote thereat, the inspector(s) shall make a report in writing of any challenge, question, or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall prima facie evidence of the facts stated and of any vote certified by them.

Section 12- List of Members at Meetings

A list of the TRAC Members and their voting rights as of the record date, certified by the Secretary or his/her assistant, shall be produced at any meeting of the said Membership or said Board of Directors upon the request thereat or prior thereto of any Member. If the right to vote at any meeting is challenged, the inspector(s) of the election, or the person presiding thereat, shall require such list of the Members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be Members entitled to vote thereat may vote at such meeting.

Section 13- Qualification of Voters

Every Member in good standing shall be entitled to vote at meetings of the Membership. No Member shall sell his/her vote, or issue a proxy to vote, to any person for any sum of money or anything of value.

Membership may be revoked or changed if said member no longer qualifies or qualifications change, for any reason.

Section 14- Quorum

  1. TRAC Membership meetings: Members entitled to vote, including presence by proxy, at any TRAC Membership meeting, shall constitute a quorum at such meeting for the transaction of any business, as long as a majority of TRAC Directors are present.  Once a quorum is present to organize a Membership meeting, it is not broken by the subsequent withdrawal of any Members or proxies.  The Members who are present in person or by proxy may, by a majority of votes cast, conduct business for the association and adjourn the meeting despite the presence of a quorum.
  2. TRAC Board of Directors Meetings: The majority of the Board of Directors, including presence by proxy, at any Board of Directors meeting, shall constitute a quorum at such meeting for the transaction of any business.  Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any Directors or proxies.  The Directors who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, conduct business for the association and adjourn the meeting despite the presence of a quorum.

Section 15- Proxies

Every Member entitled to vote at any meeting, or to express consent or dissent without a meeting, may authorize another person or persons to act for him/her by proxy, provided the proxy is a Member in good standing. In the event a Member cannot be represented at a meeting by a Member in good standing, the Member can send an electronic or written proxy to the Secretary prior to the meeting. Proxies are only valid as indicated by the official proxy form. A Proxy will only be accepted and considered valid when it is submitted using the official proxy form; Exhibit C.

Every proxy must be signed by the Member or its attorney. No proxy shall be valid after the expiration date, twelve (12) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the Member who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Secretary.

Section 16- Vote or Consent of Members

Whenever any association action is to be taken by vote of the Members, it shall, except as otherwise required by law or these association By-Laws, be authorized by a majority of the votes cast at a meeting of TRAC Members, including TRAC Board of Directors meetings, at which a quorum is present; Provided that any special assessment of the Membership for any reason will require two-thirds (2/3) majority of the votes cast at a meeting of Members, including Board of Directors meetings, at which a quorum is present. Special assessments may be applied to some or all of the Members.

Whenever Members, including the Board of Directors, are required or permitted to take any action by vote, such action may be taken without a meeting by written or electronic vote or consent, setting forth the action so taken. Written or electronic consent must be signed by each Member. Written or electronic consent thus given by all the Members in good standingshall have the same effect as a unanimous vote of Membership.

Section 17- Fixing the Record Date

For the purpose of determining the Members entitled to notice of or to vote at any meeting of the TRAC Membership, including TRAC Board of Directors meetings, or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the Chairman may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be less than ten, 10, nor more than one hundred eighty, 180, days before the date of such meeting or action.

When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Chairman fixes a new record date for the adjourned meeting.

Section 18- Finances

The finances of the association shall be under the general direction of the TRAC Board of Directors and shall operate separately, but not independently of TRAC Soccer Club (Exhibit A) and, or TRAC Swim Club (Exhibit B). All association financial records shall be maintained by the TRAC Treasurer or by the TRAC Executive Director, whom shall be under the purview of said Treasurer. Any draft or other withdrawal from the bank account of the association in excess of a specific amount to be determined by said Board of Directors and, or Membership vote, shall require the signature of two TRAC officers or one (1) TRAC officer and said Executive Director.

TRAC Swim Club and TRAC Soccer Club shall operate separately, but not independently of TRAC association finances. TRAC Soccer Club shall operate separately and independently, including financial accounts, of TRAC Swim Club’s finances and TRAC Swim Club shall operate separately and independently, including financial accounts, of TRAC Soccer Club’s finances.

Dues and assessments may become due and payable to the TRAC association, which is at the discretion of the TRAC Board of Directors and requires an approvalof two-thirds (2/3) majority vote, from the TRAC Soccer Club and, or TRAC Swim Club Board of Directors, as is appropriate.

Section 19- Amendments/Rules

Robert’s Rules of Order shall govern all proceedings of the association except in the case of conflict with these By-Laws, in which case the By-Laws shall govern. These By-Laws may be amended by a two-thirds (2/3) majority vote of those Members present at the meeting in which they are voted upon. By-Laws may only be amended at a meeting of Members, not including a Board of Directors meeting.

Section 20- Committees

The Chairman shall have the authority to appoint committees as he/she deems necessary for the welfare of the association.

Exhibit A

TRAC Soccer Club

Item 1- Purpose

TRAC Soccer Clubshall be known as either TRAC Soccer Club or Soccer Club and shall serve the purpose of promoting and supporting soccer within the community TRAC operates.

Item 2 – Governance

TRAC Soccer Club shall operate within the guidelines of Exhibit A and adhere to all Sections of the TRAC By-Laws, with exception of Exhibit B, TRAC Swim Club.

In the case of conflict between the Sections of these By-Laws, contained herein, and Exhibit A, the Sections of theses By-Laws shall govern.

TRAC Soccer Club shall operate separately, but not independently of the association, TRAC. TRAC Soccer Club shall operate separately and independently, including financial records and accounts, of TRAC Swim Club’s finances.

TRAC Soccer Club may execute and maintain contracts independently of TRAC Swim Club, Exhibit B, but may not execute and maintain contracts independent of the association, TRAC, unless otherwise described herein. All TRAC Soccer Club contracts valued in excess of a specific amount, to be determined by the TRAC Board of Directors, and or TRAC Membership vote, shall require the approval of the TRAC Board of Directors and the TRAC Soccer Club Board of Directors. All TRAC Soccer Club contracts valued less than said specified amount require approval from only the TRAC Soccer Club Board of Directors.

Item 3 –Soccer Club Membership

Members are households in good standing with the Soccer Club. Each household is considered as one (1) Member, regardless of the size of the household and, or number of registrations within said household.

Members will be considered in good standing when all fees and dues payable are current. Only Members in good standing may cast a vote when applicable.

Any Soccer Club Member may have their membership censored and, or terminated by a two-thirds (2/3) majority vote of the Soccer Club Board of Directors or the TRAC Board of Directors, as described herein, Section 2 – TRAC Membership.

Item 4 – Soccer Club Board of Directors

The Soccer Club Board of Directors shall be comprised of seven (7) said Members in good standing with voting rights and two (2) Ex-Officio Members, without voting rights. The seven elected members shall consist of five (5) officers: President, Vice President, Secretary, Treasurer, Registrar, and two (2) At Large Directors. The two Ex-Officio Members shall consist of: the Soccer Club’s Director of Coaching and Director of Referees.

The Board of Directors shall be elected in alternating years, with not more than four (4), directors elected in any one year. Directors and Officers shall be elected by a majority of the Soccer Club Members in good standing present at the election. Soccer Club elections shall be independent of TRAC elections, and may occur at TRAC Membership meetings.

All Soccer Club Board of Directors shall serve terms of two, 2, years. Directors shall hold office until their term expires, and until their successors have been elected and qualified or until their death, resignation, or removal in the matter hereinafter provided.

Each Soccer Club Director shall have one (1) vote, in all matters pertaining to the Soccer Club Board of Directors. For all general Soccer Club Membership votes and elections, each Director shall qualify to vote as described in Exhibit A, Item 3.

A Soccer Club Director who fails to attend three (3) consecutive Soccer ClubMembership meetings and, or SoccerClub Board of Directors meetings and, or TRAC Membership meetings, may be removed from the Board of Directors by a two-thirds (2/3) majority vote of said Board of Directors.

Any Soccer Club Member may move for the removal of any Soccer Club Director(s). Directors may be removed from elected office by a two-thirds (2/3) majority vote of the Soccer Club Membership present at said meeting. Removing a Director from elected office does not revoke said Directors Membership rights in the either the Soccer Club or TRAC. Procedural protocol to remove Members must be followed, as presented in Section 2 –TRAC Membership.

Item 5–Soccer Club Officers

The President shall be the chief executive officer of the Soccer Club, shall have general and active management of the business of the Soccer Club and shall see that all orders and resolutions of the Members are carried into effect. The President shall also preside at all meetings of the Soccer Club Membership and the Soccer Club Board of Directors. The President may appoint a voting member in good standing to serve the remainder of a Soccer Club Director’s term and, or a TRAC Soccer Club Director’s Term, as described herein, Section 3, if either position becomes vacant as described herein, Exhibit A, Item 4; provided that the appointment is approved by a majority vote of the Soccer Club Board of Directors.

The Vice President, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Soccer Club Board of Directors shall prescribe.

The Treasurer shall have the responsibility of the management of the Soccer Club’s Funds and Securities and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Soccer Club, and shall deposit all monies and other valuable effects in the name and to the credit of the TRAC Soccer Club in such depositories as may be designated by the Soccer Club Board of Directors.

The Secretary shall attend all meetings of the Soccer Club Board of Directors and all meetings of the Membership and record all the proceedings of the meetings of the Soccer Club and of the Soccer Club Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all prescribed by the Soccer Club Board of Directors. The Secretary shall have access to the corporate seal of TRAC and the Secretary shall have the authority to affix the same to any instrument requiring it, in regards to the Soccer Club, and when so affixed, it may be attested by the Secretary’s signature. The Secretary shall perform such other duties as may be designated by the Soccer Club Board of Directors.

The Registrar shall be responsible for the registration of players and coaches, as may be necessary, with any affiliated organizations. The Registrar shall be responsible for the formation of teams and assignment of team colors, as may be necessary. The Registrar shall perform other duties as assigned by the Soccer Club Board of Directors.

Item 6–Soccer Club Executive Director

The Executive Director of the Soccer Club shall be responsible for the day to day operations of the organization including, but not limited to preparation of agendas, minutes, treasury reports, bookkeeping, scheduling of Soccer Club events, and marketing of the Soccer Club. The Executive Director shall maintain all records relative to Membership, operating under the purview of the Soccer Club Registrar, as well as be responsible for the collection of all dues and fees. The Executive Director shall report directly to the Soccer Club President, and operate under the purview of the Soccer Club Treasurer relative to all monetary and budgetary matters and under the purview of the Soccer Club Secretary relative to all secretarial matters.

The Soccer Club Executive Director may be employed at the sole discretion of, and operate at the sole behest of the Soccer Club Board of Directors.

Item 7 –TRAC Directors

The Soccer Club President and one (1) other Soccer Club Director, whom shall be elected by the Soccer Club Directors, shall serve as a TRAC Directors and remain as a said Director for the duration of their Directors’ term and until their successors have been elected and qualified as Directors, or until their death, resignation, or removal as either an officer or a Director.

Item 8- Membership and Soccer Club Board of Directors Meetings

The Board of Directors of the Soccer Club shall have regular meetings at such times scheduled by the said Board of Directors. Only Soccer Club Directors may attend and vote at said Board of Directors meetings. Non Directors may attend by invitation only.

The Membership, including the Soccer Club Board of Directors, shall have at least an annual meeting for the transaction of business on such date in each year as may be determined by said Board of Directors.

Item 9- Special Meetings of the Membership and Soccer Club Board of Directors

Special meetings of the Membership may be called by a majority of the Soccer Club Board of Directors, or upon the written request of a majority of the Members of the Soccer Club entitled to vote. Special meetings of said Board of Directors may be called by a majority of the officers, or solely by the President. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purposes set forth in the notice thereof.

Item 10- Place of Meetings

Meetings of the Membership and Soccer Club Board of Directors shall be held at such a place within or outside of the state of Georgia as may be fixed by the President. If no place is so fixed, such meetings shall be held at the principal office of the Soccer Club.

Item 11- Notice of Meetings

Notice of each meeting of the Membership and, or the Soccer Club Board of Directors shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes, the agenda, for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

A copy of the notice of each meeting shall be given personally, by United States mail, or by electronic means to the officially designated address of each Member and, or entity, not less than ten, 10, nor more than one hundred eighty, 180, days before the date of said meeting, to each Member qualified to attend said meeting, or if said Member shall have filed with the Secretary of the said club a written request, either mailed, or electronic to be contacted at some other address, then notice shall be directed to said Member at such other address. Only official contact forms; to be designed, implemented and filed, by the Secretary, will be accepted and considered valid.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment of the Soccer Club the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record qualified to attend said meeting on the new record date entitled to notice hereunder.

Item12- Waiver of Notice

Notice of a meeting need not be given to any Member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at the meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

Item 13- Inspectors of Soccer Club Election(s)

The Soccer Club Board of Directors, in advance of any meeting, may appoint one or more inspector(s) to act at the meeting or any adjournment thereof. If inspector(s) are not so appointed, the officer presiding at said meeting may, and on the request of any Member entitled to vote thereat shall, appoint up to two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the act; the vacancy may be filled by Presidential appointment in advance of the meeting or at the meeting by the officer presiding thereat.

The inspector(s), if appointed, shall determine who may vote at the meeting as a member, the existence of a quorum, and the validity and effect of the proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, the number of votes each Member may have, count and tabulate all votes, ballots, or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all Members. On request of the person presiding at the meeting, or of any Member entitled to vote thereat, the inspector(s) shall make a report in writing of any challenge, question, or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall prima facie evidence of the facts stated and of any vote certified by them.

Item 14- List of Soccer Club Members at Meetings

A list of the Members and their voting rights as of the record date, certified by the Secretary or his/her Assistant, shall be produced at any meeting of the Membership or Soccer Club Board of Directors upon the request thereat or prior thereto of any Member. If the right to vote at any meeting is challenged, the inspector(s) of the election, or the person presiding thereat, shall require such list of the Members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be Members entitled to vote thereat may vote at such meeting.

Item 15- Qualification of Soccer Club Voters

Every Member in good standing shall be entitled to vote at meetings of the Membership. No Member shall sell his/her vote, or issue a proxy to vote, to any person for any sum of money or anything of value.

Membership may be revoked or changed if said Member no longer qualifies or qualifications change, for any reason, as a Member.

Item 16- Quorum at Soccer Club Meetings

1. Membership meetings: Membership entitled to vote, including presence by proxy, at any Soccer Club membership meeting, shall constitute a quorum at such meeting for the transaction of any business, as long as a majority of Soccer Club Directors are present. Once a quorum is present to organize a Membership meeting, it is not broken by the subsequent withdrawal of any Members or proxies. The Members who are present in person or by proxy may, by a majority of votes cast, conduct business for the association and adjourn the meeting despite the presence of a quorum.

2. Soccer Club Board of Directors Meetings: The majority of the said Board of Directors, including presence by proxy, at any Soccer Club Board of Directors meeting, shall constitute a quorum at such meeting for the transaction of any business. Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any Members or proxies. The Members who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, conduct business for the association and adjourn the meeting despite the presence of a quorum.

Item 17- Soccer Club Member Proxies

Every Member entitled to vote at a Soccer Club meeting, or to express consent or dissent without a meeting, may authorize another person or persons to act for him/her by proxy, provided the proxy is a Member in good standing. In the event a Member cannot be represented at a meeting by a Member in good standing, the Member can send an electronic or written proxy to the Soccer Club Secretary prior to the meeting. Proxies are only valid as indicated by the official proxy form. A Proxy will only be accepted and considered valid when it is submitted using the official proxy form; Exhibit C.

Every proxy must be signed by the Member or its attorney. No proxy shall be valid after the expiration date, twelve (12) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the Member who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Soccer Club Secretary.

Item 18- Vote or Consent of Soccer Club Members

Whenever any Soccer Club action is to be taken by vote of the Members, it shall, except as otherwise required by law, or these association By-Laws, be authorized by a majority of the votes cast at a meeting of Members, including said Board of Directors meetings, at which a quorum is present; Provided that any special assessment of the Membership for any reason will require two-thirds (2/3) majority of the votes cast at a meeting of Members, including said Board of Directors meetings, at which a quorum is present. Special assessments may be applied to some or all of the Members.

Whenever Members, including said Board of Directors, are required or permitted to take any action by vote, such action may be taken without a meeting by written or electronic vote or consent, setting forth the action so taken. Written or electronic consent must be signed by each Member. Written or electronic consent thus given by all the Members in good standing shall have the same effect as a unanimous vote of Membership.

Item 19- Fixing the Record Date

For the purpose of determining the Members entitled to notice of or to vote at any meeting of the Membership, including Soccer Club Board of Directors meetings, or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the President may fix, in advance, a date as the record date for any such determination of members. Such date shall not be less than ten, 10, nor more than one hundred eighty, 180, days before the date of such meeting or action.

When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the President fixes a new record date for the adjourned meeting.

Item 20 –Soccer Club Finances

The finances of the Soccer Club shall be under the general direction of the said Board of Directors. All financial records shall be maintained by the Soccer Club Treasurer or said Executive Director, whom shall be under the purview of said Treasurer.

Any draft or other withdrawal from the bank account of the Soccer Club in excess of a specific amount to be determined by said Board of Directors and, or said Membership vote, shall require the signature of two (2) Soccer Club officers or one (1) Soccer Club officer and said Executive Director. Any draft or other withdrawal from said account less than the determined specific amount shall require only one signature.

TRAC Soccer Club shall operate separately, but not independently of TRAC finances. TRAC Soccer Club shall operate separately and independently, including financial records and accounts, of TRAC Swim Club’s finances.

Dues and assessments may become due and payable from TRAC Soccer Club to TRAC. All such dues and assessments must be approved by a two-thirds (2/3) majority vote of the TRAC Soccer Club Board of Directors.

Item 21- Amendments &Rules

Robert’s Rules of Order shall govern all proceedings of the TRAC Soccer Club except in the case of conflict with these By-Laws, in which case the By-Laws shall govern.

Item 22- Soccer Club Committees

The President shall have the authority to appoint committees as he/she deems necessary for the welfare of the association.

Exhibit B

TRAC Swim Club

Item 1- Purpose

TRAC Swim Club shall be known as either TRAC Swim Club or Swim Club and shall serve the purpose of promoting and supporting swimming within the community TRAC operates.

Item 2 – Governance

TRAC Swim Club shall operate within the guidelines of Exhibit B and adhere to all Sections of the TRAC By-Laws, with exception of Exhibit A, TRAC Soccer Club.

In the case of conflict between the Sections of these By-Laws, contained herein, and Exhibit B, the sections of these By-Laws shall govern.

TRAC Swim Club shall operate separately, but not independently of the association, TRAC. TRAC Swim Club shall operate separately and independently, including financial records and accounts, of TRAC Soccer Club’s finances.

TRAC Swim Club may execute and maintain contracts independently of TRAC Soccer Club, Exhibit A, but may not execute and maintain contracts independent of the association, TRAC, unless otherwise described herein.All TRAC Swim Club contracts valued in excess of a specific amount, to be determined by the TRAC Board of Directors, and or TRAC Membership vote, shall require the approval of the TRAC Board of Directors and the TRAC Swim Club Board of Directors. All TRAC Swim Club contracts valued less than said specified amount require approval from only the TRAC Swim Club Board of Directors.

Item 3 –Swim Club Membership

Members are households in good standing with the Swim Club. Each household is considered as one (1) Member, regardless of the size of the household and, or number of registrations within said household.

Members will be considered in good standing when all fees and dues payable are current. Only Members in good standing may cast a vote when applicable.

Any Swim Club Member may have their Membership censored and, or terminated by a two-thirds (2/3) majority vote of the Swim Club Board of Directors or the TRAC Board of Directors, as described herein, Section 2 – TRAC Membership.

Item 4 – Swim Club Board of Directors

The Swim Club Board of Directors shall be comprised of seven (7) said Members in good standing with voting rights and one (1) Ex-Officio Member, without voting rights. The seven elected members shall consist of five (5) officers: President, Vice President, Secretary, Treasurer, Registrar, and two (2) At Large Directors. The Ex-Officio Member shall be the Director of Coaching.

The Board of Directors shall be elected in alternating years, with not more than four (4), directors elected in any one year. Directors and Officers shall be elected by a majority of the Swim Club Members in good standing present at the election. Swim Club elections shall be independent of TRAC elections, and may occur at TRAC Membership meetings.

All Swim Club Board of Directors shall serve terms of two, 2, years. Directors shall hold office until their term expires, and until their successors have been elected and qualified or until their death, resignation, or removal in the matter hereinafter provided.

Each Swim Club Director shall have one (1) vote, in all matters pertaining to the Swim Club Board of Directors. For all general Swim Club Membership votes and elections, each Director shall qualify to vote as described in Exhibit B, Item 3.

A Swim Club Director who fails to attend three (3) consecutive Swim Club Membership meetings and, or Swim Club Board of Directors meetings and, or TRAC Membership meetings, may be removed from the Board of Directors by a two-thirds (2/3) majority vote of said Board of Directors.

Any Swim Club Member may move for the removal of any Swim Club Director(s). Directors may be removed from elected office by a two-thirds (2/3) majority vote of the Swim Club Membership present at said meeting. Removing a Director from elected office does not revoke said Directors Membership rights in the either the Swim Club or TRAC. Procedural protocol to remove Members must be followed, as presented in Section 2 – TRAC Membership.

Item 5– Swim Club Officers

The President shall be the chief executive officer of the Swim Club, shall have general and active management of the business of the Swim Club and shall see that all orders and resolutions of the Members are carried into effect. The President shall also preside at all meetings of the Swim Club Membership and the Swim Club Board of Directors. The President may appoint a voting member in good standing to serve the remainder of a Swim Club Director’s term and, or a TRAC Swim Club Director’s Term, as described herein, Section 3, if either position becomes vacant as described herein, Exhibit B, Item 4; provided that the appointment is approved by a majority vote of the Swim Club Board of Directors.

The Vice President, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Swim Club Board of Directors shall prescribe.

The Treasurer shall have the responsibility of the management of the Swim Club’s Funds and Securities and shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Swim Club, and shall deposit all monies and other valuable effects in the name and to the credit of the TRAC Swim Club in such depositories as may be designated by the Swim Club Board of Directors.

The Secretary shall attend all meetings of the Swim Club Board of Directors and all meetings of the Membership and record all the proceedings of the meetings of the Swim Club and of the Swim Club Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all prescribed by the Swim Club Board of Directors. The Secretary shall have access to the corporate seal of TRAC and the Secretary shall have the authority to affix the same to any instrument requiring it, in regards to the Swim Club, and when so affixed, it may be attested by the Secretary’s signature. The Secretary shall perform such other duties as may be designated by the Swim Club Board of Directors.

The Registrar shall be responsible for the registration of players and coaches, as may be necessary, with any affiliated organizations. The Registrar shall perform other duties as assigned by the Swim Club Board of Directors.

Item 6–Swim Club Executive Director

The Executive Director of the Swim Club shall be responsible for the day to day operations of the organization including, but not limited to preparation of agendas, minutes, treasury reports, bookkeeping, scheduling of Swim Club events, and marketing of the Swim Club. The Executive Director shall maintain all records relative to Membership, operating under the purview of the Swim Club Registrar, as well as be responsible for the collection of all dues and fees. The Executive Director shall report directly to the Swim Club President, and operate under the purview of the Swim Club Treasurer relative to all monetary and budgetary matters and under the purview of the Swim Club Secretary relative to all secretarial matters.

The Swim Club Executive Director may be employed at the sole discretion of, and operate at the sole behest of the Soccer Club Board of Directors.

Item 7 – TRAC Directors

The Swim Club President and one (1) other Swim Club Director, whom shall be elected by the Swim Club Directors, shall serve as a TRAC Directors and remain as a said Director for the duration of their Directors’ term and until their successors have been elected and qualified as Directors, or until their death, resignation, or removal as either an officer or a Director.

Item 8- Membership and Swim Club Board of Directors Meetings

The Board of Directors of the Swim Club shall have regular meetings at such times scheduled by the said Board of Directors. Only Swim Club Directors may attend and vote at said Board of Directors meetings. Non Directors may attend by invitation only.

The Membership, including the Swim Club Board of Directors, shall have at least an annual meeting for the transaction of business on such date in each year as may be determined by said Board of Directors.

Item 9- Special Meetings of the Membership and Swim Club Board of Directors

Special meetings of the Membership may be called by a majority of the Swim Club Board of Directors, or upon the written request of a majority of the Members of the Swim Club entitled to vote. Special meetings of said Board of Directors may be called by a majority of the officers, or solely by the President. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purposes set forth in the notice thereof.

Item 10- Place of Meetings

Meetings of the Membership and Swim Club Board of Directors shall be held at such a place within or outside of the state of Georgia as may be fixed by the President. If no place is so fixed, such meetings shall be held at the principal office of the Swim Club.

Item 11- Notice of Meetings

Notice of each meeting of the Membership and, or the Swim Club Board of Directors shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes, the agenda, for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

A copy of the notice of each meeting shall be given personally, by United States mail, or by electronic means to the officially designated address of each Member and, or entity, not less than ten, 10, nor more than one hundred eighty, 180, days before the date of said meeting, to each Member qualified to attend said meeting, or if said Member shall have filed with the Secretary of the said club a written request, either mailed, or electronic to be contacted at some other address, then notice shall be directed to said Member at such other address. Only official contact forms; to be designed, implemented and filed, by the Secretary, will be accepted and considered valid.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment of the Swim Club the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record qualified to attend said meeting on the new record date entitled to notice hereunder.

Item 12- Waiver of Notice

Notice of a meeting need not be given to any Member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Member at the meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

Item 13- Swim Club Inspectors of Election(s)

The Swim Club Board of Directors, in advance of any meeting, may appoint one or more inspector(s) to act at the meeting or any adjournment thereof. If inspector(s) are not so appointed, the officer presiding at said meeting may, and on the request of any Member entitled to vote thereat shall, appoint up to two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the act; the vacancy may be filled by Presidential appointment in advance of the meeting or at the meeting by the officer presiding thereat.

The inspector(s), if appointed, shall determine who may vote at the meeting as a member, the existence of a quorum, and the validity and effect of the proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, the number of votes each Member may have, count and tabulate all votes, ballots, or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all Members. On request of the person presiding at the meeting, or of any Member entitled to vote thereat, the inspector(s) shall make a report in writing of any challenge, question, or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall prima facie evidence of the facts stated and of any vote certified by them.

Item 14- List of Swim Club Members at Meetings

A list of the Members and their voting rights as of the record date, certified by the Secretary or his/her Assistant, shall be produced at any meeting of the Membership or Swim Club Board of Directors upon the request thereat or prior thereto of any Member. If the right to vote at any meeting is challenged, the inspector(s) of the election, or the person presiding thereat, shall require such list of the Members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be Members entitled to vote thereat may vote at such meeting.

Item 15- Qualification of Swim Club Voters

Every Member in good standing shall be entitled to vote at meetings of the Membership. No Member shall sell his/her vote, or issue a proxy to vote, to any person for any sum of money or anything of value.

Membership may be revoked or changed if said member no longer qualifies or qualifications change, for any reason, as a Member.

Item 16- Quorum at Swim Club Meetings

1. Membership meetings: Membership entitled to vote, including presence by proxy, at any Swim Club membership meeting, shall constitute a quorum at such meeting for the transaction of any business, as long as a majority of Swim Club Directors are present. Once a quorum is present to organize a Membership meeting, it is not broken by the subsequent withdrawal of any Members or proxies. The Members who are present in person or by proxy may, by a majority of votes cast, conduct business for the association and adjourn the meeting despite the presence of a quorum.
2. Swim Club Board of Directors Meetings: The majority of the said Board of Directors, including presence by proxy, at any Swim Club Board of Directors meeting, shall constitute a quorum at such meeting for the transaction of any business. Once a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal of any Members or proxies. The Members who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, conduct business for the association and adjourn the meeting despite the presence of a quorum.

Item 17- Swim Club Member Proxies

Every Member entitled to vote at a Swim Club meeting, or to express consent or dissent without a meeting, may authorize another person or persons to act for him/her by proxy, provided the proxy is a Member in good standing. In the event a Member cannot be represented at a meeting by a Member in good standing, the Member can send an electronic or written proxy to the Swim Club Secretary prior to the meeting. Proxies are only valid as indicated by the official proxy form. A Proxy will only be accepted and considered valid when it is submitted using the official proxy form; Exhibit C.

Every proxy must be signed by the Member or its attorney. No proxy shall be valid after the expiration date, twelve (12) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the Member who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Swim Club Secretary.

Item 18- Vote or Consent of Swim Club Members

Whenever any Swim Club action is to be taken by vote of the Members, it shall, except as otherwise required by law, or these association By-Laws, be authorized by a majority of the votes cast at a meeting of Members, including said Board of Directors meetings, at which a quorum is present; Provided that any special assessment of the Membership for any reason will require two-thirds (2/3) majority of the votes cast at a meeting of Members, including said Board of Directors meetings, at which a quorum is present. Special assessments may be applied to some or all of the Members.

Whenever Members, including said Board of Directors, are required or permitted to take any action by vote, such action may be taken without a meeting by written or electronic vote or consent, setting forth the action so taken. Written or electronic consent must be signed by each Member. Written or electronic consent thus given by all the Members in good standing shall have the same effect as a unanimous vote of Membership.

Item 19- Fixing the Record Date

For the purpose of determining the Members entitled to notice of or to vote at any meeting of the Membership, including Swim Club Board of Directors meetings, or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of any other action, the President may fix, in advance, a date as the record date for any such determination of members. Such date shall not be less than ten, 10, nor more than one hundred eighty, 180, days before the date of such meeting or action.

When a determination of Members of record entitled to notice of or to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the President fixes a new record date for the adjourned meeting.

Item 20 – Swim Club Finances

The finances of the Swim Club shall be under the general direction of the said Board of Directors. All financial records shall be maintained by the Swim Club Treasurer or said Executive Director, whom shall be under the purview of said Treasurer.

Any draft or other withdrawal from the bank account of the Swim Club in excess of a specific amount to be determined by said Board of Directors and, or said Membership vote, shall require the signature of (2) two Swim Club officers or one (1) Swim Club officer and said Executive Director.Any draft or other withdrawal from said account less than the determined specific amount shall require only one signature.

TRAC Swim Club shall operate separately, but not independently of TRAC finances. TRAC Swim Club shall operate separately and independently, including financial records and accounts, of TRAC Soccer Club’s finances.

Dues and assessments may become due and payable from TRAC Swim Club to TRAC. All such dues and assessments must be approved by a two-thirds (2/3) majority vote of the TRAC Swim Club Board of Directors.

Item 21- Amendments & Rules

Robert’s Rules of Order shall govern all proceedings of the TRAC Swim Club except in the case of conflict with these By-Laws, in which case the By-Laws shall govern.

Item 22- Swim Club Committees

The President shall have the authority to appoint committees as he/she deems necessary for the welfare of the association.