1.1 Name. The name of the corporation is POTOMAC VALLEY TRACK CLUB (“Corporation”)
1.2 Registered Office and Registered Agent. The address of the registered office of the Corporation is 5224 Manning Place, N.W., Washington, D.C. 20016, USA and the name of the registered agent at this address is Norm Brand.
1.3 Seal. The seal of the Corporation shall be circular in form, with the peripheral wording "Potomac Valley Track Club." In the center shall appear a winged foot, with the U.S. Capitol and Washington Monument in the background.
1.4 Fiscal year. The fiscal year of the Corporation shall begin the first day of January in each year and end the last day of December in the same year.
Article 2
2.1 Annual Dues. The Corporation will assess each member annual dues which must be paid to retain membership privileges. A nominal initiation fee also will be charged new members to pay for one club uniform.
2.2 No Capital Stock. No capital stock will be issued or sold as a membership requirement.
Article 3
3.1 Place of Meetings. Meetings of the members of the corporation shall be held at the registered office, 5224 Manning Place, Washington, D.C., or any other convenient location.
3.2 Annual meeting. The annual meeting of the members shall be held during the first quarter of each year. Failure to hold the annual meeting at the designated time shall not cause dissolution of the corporation.
3.3 Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth oŁ all current dues-paying members.
3.4 Quorum. A members' quorum shall consist of the presence of three times as many qualified voting members as there are elected club officers. The members present at a duly-organized meeting may continue to do business until adjournment, despite the withdrawal of enough members to leave less than a quorum.
3.5 Proxies. A member may vote either in person or by proxy executed in writing. No proxy shall be valid after 11 months from its date of execution, unless otherwise specified in the proxy form.
Article 4. The Board of Directors
4.l Number and Qualifications. The business and affairs of the corporation shall be managed by a Board of 3 Directors, who need not be residents of the District of Columbia but shall be members of the corporation. The number of Directors may be increased or decreased to not fewer than 3 from time to time by amendment of his section; but no decrease shall have the effect of shortening the term of any incumbent Director.
4.2 Election. At each annual meeting, the members shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for the term for which he is elected and until his successor shall be elected and qualified.
4.3 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall complete the unexpired term in the office of his predecessor.
4.4 Place of Meetings. Meetings of the Board of Directors, annual, regular, or special, may be held either in or outside the District of Columbia.
4.5 Meetings. Meetings of the Board of Directors may be held upon notice by letter or telephone, as much in advance as possible.
4.6 Quorum. A majority of the number of Directors fixed by the Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
4.7 Action Without a Meeting. Any action that may be taken at a meeting of the Directors or at a committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed for the action by all of the Directors or all of the members of the committee, as the case may be.
Article 5. The officers
5.1 Officers. The officers of the Corporation shall consist of a President, Vice-President, Secretary, Treasurer, and such other officers and assistant officers and agents as may be deemed necessary by the Board of Directors, each of whom shall be elected by the Board of Directors at its annual meeting. Any two or more offices may be held by the same person, except the offices of President and Secretary/Treasurer. Officers need not be Directors of the corporation.
5.2 Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of officers of the corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified.
5.3 The President. The President shall have active executive management of the operations of the Corporation, subject, however, to the control of the Board of Directors. He shall preside at all meetings of members and Directors, discharge all the duties incumbent upon a presiding officer, and perform such other duties as these Bylaws provide or the Board of Directors may prescribe. The president shall have full authority to execute proxies in behalf of the corporation, to vote stock owned by it in any other corporation, and to execute powers of attorney appointing other corporations, partnerships, or individuals as the agent of the Corporation.
5.4 The Vice-President. The Vice president shall perform all duties incumbent upon the President during the absence or disability of the President, and shall perform such other duties as this Code of Bylaws may provide or the Board of Directors may prescribe.
5.5 The Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors and shall keep a true and complete record of the proceedings of these meetings. He shall be custodian of the records and of the seal of the Corporation and shall see that the seal is affixed to all documents, the execution of which is duly authorized. He shall attend to the giving of all notices and shall perform such other duties as the Bylaws may provide or the Board of Directors may prescribe.
5.6 The Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all moneys, notes, securities, and other valuables that may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depositary to be designated by the Board of Directors, and shall keep this bank account in the name of the Corporation. He shall furnish at meetings at the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation and shall perform such other duties as these Bylaws may provide or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.
5.7. Transfer of Authority. In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the corporation, provided a majority of the full Board of Directors concurs.
Article 6. Special Corporate Acts
6.1 Negotiable Instruments, Deeds, and Contracts. All checks, notes, and orders for payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of stock certificates, registered bonds, or other securities owned by the Corporation, shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by the President or the Secretary/Treasurer. The Board of Directors may, however, authorize any other officers to sign any of such instruments. for and in behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation sign such instruments; and may authorize the use of facsimile signatures of any such persons.
Article 7
7.1 Amendments. The power to alter, amend, or repeal these Bylaws or to adopt a new Code of Bylaws is vested in either members or directors. An affirmative vote by a majority of the members or Directors is necessary to effect any such action. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation not prohibited by law or the Articles of Incorporation.
Article 8
8.1 Liquidation. If a proceeding to liquidate the assets and affairs of the Corporation should be brought, all assets shall be applied and distributed consistent with the D.C. Code provisions for Nonprofit Corporation liquidation and the Internal Revenue Code.
Article 9
9.1 Indemnification of Officers and Directors. Each Officer and Director shall be indemnified by the Corporation against liabilities, fines, penalties, and claims imposed upon or asserted against him (including amount paid in settlement) for holding an official position, either currently or in the past, unless he is determined to be liable legally for his actions or representations.