Bylaws

BYLAWS
OF
USA Track & Field Minnesota Association

Article 1
Name

1.1 Name. The name of the corporation shall be USA Track & Field Minnesota Association ("USATF MN").

Article 2
Purposes and Duties

2.1            Purposes. This corporation shall act as the governing body (as defined in the Ted Stevens Olympic and Amateur Sports Act of 1998) for Athletics in the State of Minnesota. As the governing body, the corporation shall engage in the following:

(a)       Developing interest and participation in the sports of track & field, long distance running, cross country running, road running, race walking, and any other sport discipline recognized by the IAAF ("Athletics");

(b)       promoting Athletics and athletes by conducting competitions and other events, and be cooperating with and encouraging other organizations which may do so;

(c)        generating public awareness, appreciation, and support for Athletics, USA Track & Field, and USATF MN, and creating opportunities for athletes and Athletics events, and generating sponsorships to aid this corporation in fulfilling its purposes and duties;

(d)            any other purpose allowed by law.

2.2            Duties. This corporation shall have the following duties:

(a)       being responsible to the persons and sports organizations active in Athletics;

(b)       minimizing, through coordinating with other sports organizations, conflicts in the scheduling of all practices and competitions in Athletics;

(c)        keeping eligible athletes active in Athletics informed of policy matters and reasonably reflecting the views of such athletes in the policy decisions of USATF and USATF MN;

(d)       sanctioning competition in Athletics in accordance with the provisions of these Bylaws, USATF MN regulations, USATF Bylaws, and USATF Operating Regulations;

(e)       providing for the participation by eligible athletes in competition in Athletics, in accordance with the provisions of these Bylaws, USATF MN Regulations, USATF Bylaws, and USATF Operating Regulations;

(f)         providing equitable support and encouragement for participation by all persons in Athletics, regardless of gender, age, race or ethnicity, or disabilities;

(g)       providing the means for certification of coaches and officials throughout the State of Minnesota in all disciplines and at all levels of Athletics;

(h)        registering eligible athletes as members and certifying such athletes as eligible for competition; and

(i)         performing all other duties necessary for the administration of Athletics in the State of Minnesota and to achieve the corporation's purposes.

Article 3
Authority

This corporation shall be the governing body for Athletics in the State of Minnesota and shall exercise the following powers:

3.1 Representation. Representing the State of Minnesota in USATF.

3.2 Coordination of Athletics. Serving as the coordinating body for activity in Athletics in the State of Minnesota.

3.3 Jurisdiction. USATF MN shall have jurisdiction of Athletics competition in the State of Minnesota, including Association championships, with the exception that any sports organization which conducts closed Athletics competition (participation in which is restricted to a specific class of eligible athletes such as high school students, college students, members of the Armed Forces, or similar groups or categories) shall have exclusive jurisdiction over such competition.

3.4 Autonomy. USATF MN shall be autonomous in its governance of Athletics in the State of Minnesota, in that it shall independently determine and control all matters central to such governance in accordance with the USATF Bylaws and Operating Regulations and these Bylaws and USATF MN Regulations, it shall not delegate such determination and control, and it shall be free from outside restraint except in recognition of its role as a part of USATF. This provisions shall not be construed as preventing this Association from contracting with third parties for administrative assistance and support in connection with its purposes and authority.

Article 4
Constituency

4.1 Individuals. Any person who meets the criteria for individual membership as determined by USATF shall be eligible for membership. This includes athletes, officials, coaches, administrators, and any other sets of individuals named by USATF.

4.2 Groups. Any organization that meets the criteria for group membership as determined by USATF shall be eligible for membership. This includes clubs, organizations administering competitions, and any other groups designated by USATF. Member groups must designate in writing who the voting members of the group are to be, and must make any changes to this in a timely manner before such individuals are recognized to vote.

4.3 Suspension and expulsion. Any individual or group recognized by this Association which violates any of the provisions of these Bylaws or USATF MN Regulations, USATF Bylaws or Regulations, any operating policy approved by the USATF Board of Directors, or any operating policy approved by this Association may be suspended, after due notice and an opportunity to be heard by the body designated to conduct such hearings, until the next meeting of this Association, to which meeting action of suspension shall be reported by the Secretary. At such meeting the suspension may be rescinded by a majority vote of the members, or such individual or group may be expelled by a two-thirds vote.

Article 5
Voting Members

5.1 Voting Members. All members who are over the age of eighteen are entitled to participate in voting at meetings of this Association. No individual may cast more than one vote on any motion or in any election. All voters must be current members of this Association of USATF at the time they are voting.

Article 6
Meetings

6.1 Annual Meeting.

(a) Date/Place. The annual meeting of this Association shall be held in September or such other time as the Board shall direct and at such time and place as may be determined by the Board.

(b) Procedures. The following shall govern the conduct of the annual meeting:

1. Notice.

a. Distribution. Notice of the meeting must be by mail, newsletter, and/or USATF MN website

b. Website Use. If the website is used to inform members of the meeting, then members must be informed where to find information on the web site through a mailing or newsletter.

c. Timing. The initial meeting notice must be sent by means under which it will arrive at least thirty (30) days prior to the meeting date, or, if an election is held by mail, thirty (30) days prior to the beginning of the election process.

d. Changes. Any notice of meeting change must be at least fourteen (14) days prior to the meeting.

2. Agenda. The proposed agenda shall be included along with the meeting notice. Agendas should also be available at the time of the meeting; additional items added to the agenda shall not include any item where action of a committee is necessary, unless seventy-five percent (75%) of the members of the group then present agree to such action.

3. Open Meeting. All meetings of the Association shall be open to all individual members of the Association except as otherwise provided. Thee shall be a specified time period in the meeting where any member may give input or make a brief statement.

4. Closed or Executive Session. No part of any meeting shall be closed unless seventy-five percent (75%) of the members of the group then present agree to close the session.

5. Record. The Association and all of its committees shall have a recording secretary. Within thirty (30) days of the meeting, draft minutes should be posted on the internet. All written reports or a summary of such reports shall be distributed with the draft minutes.

6. Quorum. Ten (10) members or five percent (5%) of the total membership of the Association, whichever is less, shall constitute a quorum for the transaction of business at the annual meeting.

6.2 Board Meetings. Meetings of the Board of Directors of the Association shall be held monthly at such time and place as the Association President shall determine.

6.2 Special Meetings. Special meetings of the Board may be called by the President or one-third of the Directors. Special meetings of the Association may be called by ten percent (10%) of the voting membership of the Association.

Article 7
Nominations/Voting/Appointments

7.1 Nominating Process.

(a) Nominations. Candidates for the positions of President, Vice-President, Secretary, and Treasurer may be nominated by any member of the Association or the Board of Directors. Representatives of USATF MN member clubs shall be nominated by their respective clubs. Nominations may be made and must be allowed from the floor at the annual meeting where the election is held.

(b) Candidate Eligibility. Candidates must be a member of the Association who is at least 18 years of age at the start of the term of office.

( c) Seconders. A candidate needs one nominator and one seconder.

7.2 Voter Criteria.

(a) One person/one ballot. One person shall cast only one ballot, regardless of how many positions within the Association the person holds.

(b) Proxies. There shall be no proxy voting.

(d) Voting Membership Deadline. Except for renewals from the previous year, individuals must be members in the month which ends more than one full month preceding the election (e.g. if the election is held at any time in September, the membership must be processed by July 31).

7.3 Conduct of Voting. This Association shall use an open meeting ballot where all members of the Association are eligible to attend and vote.

(a) Disputes. Credential disputes must be resolved before the election process is started with nominations and/or the report of the nominating committee.

(b) Uncontested. Uncontested elections may be voted by acclamation.

(d) Majority Requirement. The president and the secretary must be elected by a majority of the ballots cast. If a run-off election is necessary, the notification requirements shall be the same. In all other contested elections, a plurality may not be accepted in the first round. In run-off elections, candidates equal to twice the remaining positions shall be on the ballot.

7.4 Counting of Ballots. A panel of at least three (3) individuals, at least one (1) of whom must be an athlete, shall count the ballots and sign the tally. All panel members shall be of voting age. The panel shall not include any individual who is a candidate for a contested office. The panel may consult as necessary with the chairs, secretary, and/or parliamentarian so long as they are not candidates for contested offices on procedural matters.

7.5 Committee Chairs.

(a) Age and Terms. All committee chairs must be at least 18 years of age and members of the Association. Chairs shall be appointed for one year terms.

(b) Sport Committee Chair Elections. When requested by two (2) or more member clubs of the Association, sport committee chairs shall be elected. When a sport chair is elected, the election shall take place at a meeting which is held separately from the general elections, either by time or location, and at a minimum, shall be advertised to all member organizations in the Association active in the discipline.

7.6 National Delegates. National delegates shall be appointed by the President.

7.7 Election Protests. Except as modified herein, USATF Operating Regulation 11 shall apply to grievances. Protests may only be made after the election process is concluded. A National Athletics Board of Review ("NABR") panel from a different USATF region shall be appointed to conduct the hearing and all hearings shall be by conference call. The NABR panel shall invalidate an election if it is found that one or more infractions occurred and likely changed the outcome of the election. The NABR panel may also recommend or require changes for future elections in the Association.

7.8 Employees and Elections. Current employees (working within the past 90 days) shall not participate in any part of the elections process (nominating or campaigning) but shall be permitted to vote if they are members and otherwise eligible.

Article 8
Officers and Their Duties

8.1 Positions. The officers of this Association shall be: President, Vice President, Secretary, Treasurer, and such others as the Board of Directors shall determine. No individual may be an officer of this Association who is also an officer of another sport governing body at the local or national level.

8.2 Duties. The officers shall perform the following duties as well as other duties prescribed by these Bylaws, the USATF Bylaws or Operating Regulations, or the Board:

(a) President: Unless otherwise provided by a resolution adopted by the Board of Directors, the President shall:

(1) be the Chief Executive Officer of the Corporation and have general active management of the business of the corporation;

(2) preside at all meetings of the Board;

(3) see that all order and resolutions of the Board are carried into effect;

(4) sign and deliver in the name of the Corporation any deeds, mortgages, contracts, bonds or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles, these Bylaws, or the Board to some other Officer or agent of the Corporation;

(5) serve as an ex-officio member of all committees;

(6) select committee chairs and such other members that he or she is entitled to appoint as well as other appointments authorized by these Bylaws after consultation with the other officers. He or she may likewise terminate such appointments for good cause upon written notice to such appointees and the other officers.

(7) perform such other duties as may from time to time be prescribed by the Board.

(b) Vice President: The Vice President shall perform duties assigned by the President and the Board. In the temporary absence of the President from a meeting, the Vice President shall serve as acting chair.

(c) Secretary: The Secretary shall keep or cause to be kept all records of this Association, be secretary of and attend all meetings of the Board of Directors and record the proceedings of such meetings in the minute book of the Corporation, and perform such other duties as prescribed by the Board of Directors or the President from time to time.

(d) Treasurer: The Treasurer shall keep or cause to be kept a correct and complete record of account, showing accurately at all times the financial condition of this Association, and in general perform all duties normally pertaining to the office of treasurer, including depositing all moneys, drafts and checks in the name of and to the credit of the Corporation in such banks and depositories as the Corporation shall designate from time to time, endorse for deposit all notes, checks, and drafts received by the Corporation, disburse corporate funds and issue checks and drafts in the name of the corporation, coordinate and oversee compliance with all audit and related functions, assist in the preparation of the Corporation's annual budget, coordinate and oversee the preparation and filing of all federal, state, and local tax forms along with all other governmental or institutional financial forms and disclosures. The Treasurer shall be bonded, at the expense of the Corporation, for an amount to be designated by the Board, but in no event to be less than $5,000.

(e) Other Officers. Any other officers appointed by the President shall perform such duties and be responsible for such functions as the President, with the approval of the Board of Managers, may prescribe.

8.3 Delegation. Unless prohibited by a resolution of the Board of Directors, an Officer elected or appointed by the Board may delegate in writing some or all of the duties and powers of his or her office to other persons.

8.4 Election. All officers are to be elected for one year at the annual meeting of the Association. Term of office shall run from October 1 to September30. No person may contest more than one (1) officer position during an election. A person may not hold the office of President and any other officer position, however, a person may be named in other dual capacities to fill a vacancy.

8.5 Limitation on Terms. No person shall serve in an officer position for more than four terms without a period away from that position.

8.6 Succession and Vacancies. There shall be no order of succession to any office. In the event the Board determines that an officer is temporarily unable to serve, it may, in its sole discretion, name another officer to fill the vacancy temporarily. In the event an officer resigns or is permanently unable to serve, the Board shall name a successor until the following annual meeting, subject to the limitation in Subsection 8.4, above.

8.7 Removal from Office. Any officer of this Association may be removed for good cause by a two-thirds vote of those members of the Board present and voting at a special meeting called for this purpose, and provided the requisite notice for such meeting shall properly set forth the removal vote on its agenda.

Article 9
Board of Directors

9.1 Composition. The Board of Directors shall be composed as follows:

(a) Voting Members. The voting membership of the Board shall be as follows:

(1) The officers of the Association (4 persons)

(2) The immediate past president (1 person)

(3) The chairs of the following sports committees:

(a) Men's Track & Field

(b) Women's Track & Field

(d) Race Walking

(e) Men's Long Distance Running

(f) Women's Long Distance Running

(g) Master's Long Distance Running

(h) Cross Country Running

(i) Youth Athletics

(j) Long Distance Running Competition

(k) Track & Field Competition

(4) The chairs of the following administrative or developmental committees:

(a) Athlete's Advisory

(b) Membership

(d) Officials

(e) Law and Legislation

(f) Athletics for the Disabled

(5) A designated representative from each of the USATF Minnesota registered clubs

(b) Chair and Secretary. The President of the Association shall serve as chair and the Secretary as secretary.

9.2 General Provisions.

(a) Fiduciary Responsibility. The Board shall manage and supervise the affairs of the Association and perform those duties specified in these Bylaws.

(b) Meetings of the Board. The Board may conduct its affairs either at a meeting or by a conference call. It shall hold monthly in-person meetings during each year as called by the President. Additional meetings may be called by the President or upon the written request of one-third of the then current members of the Board, and if by the latter group, only after a minimum prior notice of five (5) days to the President of such intent by facsimile or e-mail. At least seven (7) days notice of any in=[person meeting and at least forty-eight (48) hours notice of any conference call shall be given to all members of the Board. After the members of the Board have called for a meeting, the President shall have twenty-four hours to determine the venue and make appropriate notice to the remainder of the Board. For any meeting, notice may be waived by unanimous consent. Written notice shall include the minutes of the previous meeting.

9.3 Election or Selection of Members. The Committee Chairs shall be appointed by the President, with the approval of the existing Board of Directors, provided that, if two or more USATF Minnesota club members request that a sport committee chair be an elected position, an election must take place. Any such election will be conducted as a special election separate from the general election and be advertised to all member clubs in the active sport discipline.

9.4 Terms. The term for Board members which is not otherwise set by their terms of office shall be one year.

9.5 Quorum. A quorum for meetings of the Board shall consist of five (5) members of the Board.

9.6 Voting. Except as otherwise provided herein, all matters shall be decided by majority vote of those present and voting. There shall be no voting by proxy.

9.7 Board Committees. The Boarded may have committees including, but not limited, budget, audits, compensation, insurance and grants. Each Board committee shall have no more than five (5) members, at least one of whom must be a Board member. The President shall appoint the members with the approval of the Board.

9.8 Removal. Failure to participate in two (2) consecutive meetings may, by a 2/3 vote of the Board members attending, cause removal of the member or representative. Any member may be removed at any other time, with or without cause, by a vote of a majority of the other Directors of the Association. A club representative may also be removed at any time, with or without cause, by resolution of the club and communication of that resolution to the Secretary of the Association. Removal shall be effective upon mailing of a written notice to the Director who is removed.

9.9 Resignation. Any Director may resign at any time by giving written notice to the Secretary. Such resignation shall take effect, without acceptance, upon receipt of the notice, unless a later date is specified in the notice.

9.10 Vacancies. Vacancies in the Board of Directors shall be filled by the President. A person so appointed shall serve as a Director for the remainder of the vacant term, and until his or her successor has been appointed and approved.

Article 10
Association Office

10.1 Association Office. The Association shall maintain an official office and shall record the address as required by local law and forward such information to the USATF National Office.

10.2 Association Staff. The Association shall retain one or more persons as it deems appropriate to staff the Association office. Association employees shall perform such duties on such terms as determined by the Board and set forth in a written agreement with the employee.

Article 11
Committees

11.1 Executive Committee. The Executive Committee shall be composed of the President, Vice-President, Secretary and Treasurer. The Executive Committee shall have and exercise the authority of the Board in the management of the Associations during the periods between meetings of the Board, taking such actions as may be necessary and appropriate. The Executive Committee shall at all times be subject to the control and direction of the Board, and shall maintain minutes of each meeting.

11.2 Standing Committees. The following standing committees of the Association are established:

(a) Men's Track & Field

(b) Women's Track & Field

(d) Race Walking

(e) Men's Long Distance Running

(f) Women's Long Distance Running

(g) Master's Long Distance Running

(h) Cross Country Running

(i) Youth Athletics

(j) Long Distance Running Competition

(k) Track & Field Competition

(l) Athlete's Advisory

(m) Membership

(n) Coaching Advisory (formerly Coaching Education)

(o) Officials

(e) Law and Legislation

(f) Athletics for the Disabled

11.3 Other Committees. The Board of Directors may also, from time to time, appoint such other committees as it may deem proper, and may prescribe the functions and membership of such other committees.

11.4 Term of Members. Unless otherwise provided for, the term for members of all committees shall be one year.

Article 12
Disciplinary Authority

12.1 This Association shall have the authority to discipline any member, delegate, athlete, coach, manager, official, trainer, members of any committee, and any other person or entity participating in Athletics who, by neglect or by conduct:

(a) acts in a manner detrimental to the purposes of USATF or Athletics or

(b) has violated any of the Bylaws, Operating Regulations, or Rules of Competition of USATF, or of the Association, or

Article 13
Redress of Grievances

13.1 Redress of Grievances. A grievance may be any matter within the cognizance of this Association other than doping offenses described in USATF Operating Regulation 10. A grievance complaint shall state that (a) conduct detrimental to the best interests of Athletics or USATF has taken place, or (b) a violation of any of the Bylaws or Operating Regulations of USATF has occurred, or (c) the rules of eligibility as defined by the IAAF have been broken. Grievance complaints may be filed only by individuals who were, at the time that the conduct complained of occurred, members, directors, or officers of USATF. Except as provided in USATF Regulation 11-A-3, grievance complaints must be filed within two (2) years from the time the complaining party knew or should have known of the act giving rise to the complaint.

13.2 Grievance Complaints. Grievance Complaints shall be:

(a) filed with the Association office and the Secretary

(b) signed under oath

(c) allege with particularity the nature of the grievance and, where appropriate, the USATF or IAAF rule which has been violated or broken, and

(d) ask that USATF take such action as may be appropriate and in accordance with its rules. Factual allegations shall be separately stated in concise language with one such allegation set froth in each numbered paragraph of the Grievance Complaint. The failure of a Complaint to comply with the preceding sentence shall not be grounds for its dismissal, provided the Complaint clearly makes specific allegations that, if proven, would justify one of the conclusions set forth in Section 13.1. The Association office shall forward a copy of each Grievance Complaint to the President.

13.3 Informal Resolution of Grievances. Upon receipt of a Grievance Complaint, the President or his/her designee shall use every effort to resolve the grievance through informal means, and, in the case of grievances pertaining to a specific athlete or a specific sport discipline, the President shall also confer with the chair of the sport committee for the discipline involved. As part of the informal resolution process, all respondents named in the Grievance Complaint shall be served with a copy.

13.4 Formal Resolution of Grievances. If the informal resolution of the Grievance Complaint is unsatisfactory to any party, such party may involve the provisions of USATF Regulation 11 and request that the grievance be resolved by a formal grievance before a National Athletics Board of Review.

Article 14
Indemnification/Standard of Conduct

14.1 Indemnification. The Association shall indemnify such persons for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes Section 317A.521, as now enacted or hereinafter amended.

14.2 Conflicts of Interest. A conflict of interest is defined as any transaction, agreement, or relationship between the Association and any Director or between the Association and any person or entity or between any Director in his or her capacity as Director and any person or entity, where a Director or any member of a Director's family may derive any direct or indirect benefit, whether that benefit is material or non-material in nature.

14.3 Treatment of Conflicts of Interest. The Association shall not enter into any transaction, agreement, or relationship that presents a conflict of interest, and the existence of a conflict of interest shall render any transaction, agreement, or relationship entered into despite this provision void unless:

(a) The conflict of interest and all material facts related thereto have been disclosed to the Board by the Director involved; and

(b) The Board, after receipt of that disclosure, has approved the transaction, agreement, or relationship (other than an employment agreement) by an affirmative vote of two-thirds of the remaining Directors present at the meting; and

In connection with 14.3(b), a Director involved may not make or second any motion for approval of the transaction, agreement, or relationship and, prior to the making of such motion, the Director shall be given an opportunity to make any comments that he or she deems pertinent to the potential transaction, agreement or relationship. After the Director has made or has waived the opportunity to make those comments, he or she shall not participate in , observe, or listen to the making, seconding, discussion, or vote on any such motion and an affected Director shall not be eligible o vote on such a motion.

14.4 Standard of Conduct. Each Director and Officer shall discharge his or her duties as a Director or Officer in good faith, in a manner which the Director or Officer reasonably believes to be in the best interests of the Association, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

Article 15
General Provisions

15.1 Amendments. The Board of Directors shall have the authority to amend, repeal, or adopt new Bylaws by the affirmative vote of two-thirds of the Directors, provided that all Directors shall be notified of the proposed amendments at least thirty days before such action takes place.

15.2 Dissolution. Upon the dissolution of the Association, the assets of the Association, after the payment or arrangement for the payment of all outstanding liabilities, shall be distributed to USA Track & Field, Inc. or to such other organization or organizations as the Board may designate, provided that such organization or organizations are organized and operated exclusively for charitable, religious, scientific, literary, or educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code.

15.3 Liberalization. To the full extent required by section 5(A)(1) of the Bylaws of USA Track & Field, Inc., the Articles of Incorporation, Bylaws, Operating Regulations and other actions of the Association shall be consistent with the applicable provisions of the Articles of Incorporation, Bylaws, and Operating Regulations of USA Track & Field, Inc. and any inconsistent provision or provisions in the Articles of Incorporation, bylaws, Operating Regulations and other actions of the Association shall be void.

15.4 Savings Clause. Failure of literal or complete compliance with provisions of the Bylaws with respect to dates and times of notice, or the sending or receipt of same, or errors in the phraseology of notice of proposals, which in the judgment of the members at meetings held do not cause substantial injury to the rights of members, shall not invalidate the actions or proceedings of the members or the Board at any meeting.

15.5 Fiscal Year - The fiscal year of the corporation shall be from January 1 to December 31.