V.T.C.A.

Virginia Track Coaches Association

VTCA By-Laws
By-Laws for Adoption
Presented on June 12, 2016
Modified on June 15 and July 23, 2016
Adopted on July 27, 2016


1.1       NAME: The name and purpose of the organization shall be Virginia Track Coaches Association (VTCA).

1.2       CERTAIN DEFINED TERMS: Unless the context clearly requires otherwise, the terms defined below shall have the following meaning:

“Affiliated Members” means a certified non-profit group or association (for example, local sports authorities, conferences, offices, etc.) recognized by Section 501(c) (3) et seq. of the Internal Revenue Service Code.

“Code” means the Internal Revenue Code of 1986 as amended.

“Executive Board” mean the Executive Board of Directors, the governing body of VTCA with all the rights, powers and duties conferred upon it as defined herein.

“General Election” means the election of the Officers of the VTCA in accordance with their prescribed term of office.

“Honorary Membership” means membership bestowed by the Executive Board or upon the recommendation of the Executive Director, in recognition of individuals who have demonstrated extraordinary support for the VTCA.

“Individual Member” means any member of the VTCA who is in good standing.  

“IRS” means the Internal Revenue Service of the United States of America.
“IRS Notice” means written notice from the Internal Revenue Service of the United States that the tax-exempt status of the organization is called into question on the basis of its activities.

“VHSL” means The Virginia High School League
 “NFHS” means National Federation of High Schools.
“Retired Hall of Fame Membership” means inducted VTCA Hall of Fame membership is granted lifetime membership, with all full rights as a member.

“USATF” means USA Track & Field.

“USTFCCCA” means U.S. Track & Field and Cross Country Coaches Association.

1.3       Articles of Organization: The name and purposes of the corporation shall be as set forth in its Articles of Organization. These By-laws, the powers of the corporation and of its directors and officers and all matters concerning the conduct and regulation of the affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.

1.4       Corporate Seal: The directors may adopt and alter the seal of the corporation.

1.5 PURPOSE AND PRINCIPLES: VTCA has been established and is a non-profit membership organization incorporated as a 501(c) 3 corporation as by CODE. Its purpose and principles are:

A) To provide an organization that represents the interests of high school coaches of Cross Country and Track & Field.

B) To promote and foster Cross Country and Track & Field as an integral part of education at the high school level.

C) To develop and increase student-athlete participation in Cross Country and Track & Field.

D) To promote leadership and support for coaches and their programs through coaching education and certification.

E) To promote, achieve, and maintain the highest standard of outstanding achievement of coaches, student-athletes and support personnel with sportsmanship.

F) To recognize and award outstanding achievement of coaches, student- athletes and support personnel.

G) To undertake good public relations and communication to publicize and promote VTCA.

H) To provide assistance to the body of people who make up the athletic community of Cross Country and Track & Field.

INDIVIDUAL MEMBERSHIP: 

Individual membership is available for any VHSL or VISAA recognized school to any individual cross country or track & field coach who has on-field responsibilities for developing student-athletes, or individuals who help benefit and enhance the student-athletes involved through the VTCA.

If an individual member is not affiliated with said organization, that member will be consider a
“Guest Membership” with all rights and privileges, and would not be eligible for the Executive Board, or serving as an officer for the VTCA.

SUSPENSION, EXPULSION AND CENSURE: The Executive Board shall have the power to suspend, expel or censure any member who fails to pay dues or no longer possesses the qualifications necessary for membership.

MEMBERSHIP DUES: Dues are payable on an annual yearly basis established by the VTCA Executive Board. The Vice President shall publish annually the cost of all membership dues and shall update membership list on the VTCA website.

BENEFITS OF MEMBERSHIP: VTCA members become members of the NFHS and USTFCCCA, and automatically will receive liability insurance and will receive quarterly magazines of USTFCCCA technique magazine, discount price to the VTCA Coaches Clinic.
 
Section 2 Management of the Association

OFFICERS: The membership of the VTCA shall nominate, from its members, a President, a Vice
President, a Secretary, and a Treasurer. The election of officers shall take place every three years at the annual Executive Board meeting.

DUTIES OF OFFICERS:

President: The President shall exercise general supervision and control over all activities of VTCA, including but not limited to:

1) presiding over all meetings of the Executive Board; 

2) ensuring all meetings are published and pre-agenda sent out; 

3) establishing all committees of the VTCA and selecting committee members;

4) serving as an ad hoc member on all committees; 

5) serving and representing the VTCA at all VHSL Track & Field and Cross Country Committee meetings; 

6) performing any other duty as may be necessary to carry out the directives of the Articles and By-laws of VTCA.

Vice President: The Vice President 

1) shall serve as the membership chairperson; 

2) shall create and disseminate informational documents necessary to encourage membership; 

3) keep records of current membership enrollment and send their applications to the National Federation of High School Coaches and the United States Track Field Cross Country/Track & Field Coaches Association; 

4) shall keep the Executive Board informed of memberships, and shall produce a membership directory; 

5) perform any other duty as may be necessary to carry out the directives of the Articles and Bylaws of VTCA.

Secretary:  The Secretary shall:

1) take minutes of all Executive Board and general membership meetings, and present the written minutes to be approved/voted on at the beginning of the next meeting; 

2) inform the members, in a timely manner, of the dates, times and locations of all future meetings; 

3) communicate minutes of meetings to the newsletter editor; 

4) perform any other duty as may be necessary to carry out the directives of the Articles and Bylaws of VTCA.

Treasurer:  The Treasurer shall:

1) collect all dues from the Vice President; 

2) keep accurate records of the membership deposits; 

3) submit an annual financial report to the Executive Board and Executive Director at the annual meeting; 

4) order rulebooks for all members; 

5) help distribute the rulebooks and membership directories to members; 

6) perform any other duty as may be necessary to carry out the directives of the Articles and Bylaws of VTCA.

EXECUTIVE BOARD: The control of VTCA shall be vested in the Executive Board, composed of current VTCA members, all eligible to be voting members, who shall govern and manage the affairs of VTCA in accordance with the purposes and principles and other requirements of these By-laws and in the conformity with the laws governing its incorporation. All Executive Board members must currently be coaching and employed as a recognized cross country or/and track & field coach at a VHSL/VIS member school. Any member who is retired, must have coached cross country or/and track & field at a VHSL/VIS member school for ten years [10] to be eligible to nominated and voted onto the Executive Board.

DUTIES OF THE EXECUTIVE BOARD: The duties of the Executive Board shall include but not be limited to:

1) Provide leadership and governance of the VTCA;

2) responding to the needs of the membership; 

3) replacing Board positions that become vacant for any reason.

EXECUTIVE BOARD COMPOSITION: The Executive Board shall be comprised of members across the Commonwealth of Virginia and standing officers:

One (1) Representative per VHSL Classification and Independent Schools

Retired Members:  up to 2 members

Support personal appointed voted by the Executive Board.

At Large – up to 2 members nominated by and voted by the Executive Board.

NOMINATIONS: The Vice President shall issue a nomination ballot to all current VTCA members and set the deadline for nominations for members of   the Executive Board. The Vice President shall issue the ballot, set the deadline who shall verify and announce the results. Membership shall vote within their respective district.

TERM: Members of the Executive Board shall serve a term of 3 years, renewable, and may serve subsequent terms.  Elected officers well serve three (3) year terms.

REMOVAL OF OFFICERS OR EXECUTIVE BOARD MEMBERS: Any Officer elected or
appointed may be removed by the Executive Board by vote at any time, provided ten (10) days advance notice of such removal has been given, for any reasons as deemed necessary by the Executive Board for conduct unbecoming of an Officer or Executive Board member.

RESIGNATIONS: Resignations by an Officer or member of the Executive Board shall be submitted in writing to the Secretary and deemed effective thirty (30) days after receipt.

VACANCIES: The Executive Board shall fill a vacancy in any office for an unexpired portion of the term, whether due to death, resignation, removal, disqualification, or otherwise. In the event of a vacancy, a replacement Officer or Executive Board member shall be elected at any regular or special meeting conducted by the President which shall elect a replacement by majority vote of the voting members present. Each officer shall hold office until his/her qualified successor has been duly elected at regular meeting.

CROSS COUNTRY COMMITTEE: A committee shall be established of up to but not exceeding 12 members. The Cross Country Committee members shall hold elections in the August meeting, electing Chair, Vice Chair & Secretary. The committee shall also have 2 Executive Board members appointed by the President, and the Executive Director and/or Assistant Executive Director as voting members. The primary focus of this committee is to conduct and promote VTCA Fall events in the academic year. The committee will meet in August, December and March in the academic year. Cross Country Committee shall report to the Executive Board.

Terms:  Members shall serve for 2 years.  Nominations shall be by application. The application form will be posted on the website and will be accepted by the Vice President and voted on by the Executive Board.

Governing Councils: (Minimum of 2 no more than 3 members)
(2) Reps per Conference to the Region Council
(2) Reps per Region to the State Level Council
(1) Rep per State Council to the Executive Board for VA Track and Field

Officers:  President, Vice President, Secretary, and Treasurer

INDOOR TRACK & FIELD COMMITTEE:  A committee will be established of up to but not exceeding 12 members.  The Indoor Track & Field Committee members shall hold elections in the August Meeting; elect Chair, Vice Chair & Secretary. The committee will also have 2 Executive
Board members appointed by President, and the Executive Director and/or Assistant Executive
Director as voting members. The primary focus of this committee is to conduct and promote VTCA Winter events in the academic year. The committee will meet in October, February, and March in the academic year. Indoor Track & Field Committee shall report to the Executive Board.

Terms:  Members shall serve for 2 years.  Nominations shall be by application. The application form will be posted on the website, accepted by the Vice President and voted on by the Executive Board.

OUTDOOR TRACK & FIELD COMMITTEE: A committee shall be established of up to but not exceeding 12 members. The members shall hold elections in the August Meeting; elect Chair, Vice Chair & Secretary. The committee shall also have 2 Executive Board members, and the Executive
Director and/or Assistant Executive Director as voting members. The committee shall meet in February, March, and June in the academic year. Outdoor Track & Field Committee shall report to the Executive Board.

Terms:  Members shall serve for 2 years.  Nominations shall be by application. The application form will be posted on the website, accepted by the Vice President and voted on by the Executive Board.
 
Section 3 Administration-General Membership

ANNUAL MEETING:  VTCA shall hold an annual meeting at a time as set by the Executive Committee. 

SPECIAL MEETINGS: Special meetings of the members of the VTCA may be called by Executive Board, President, or any two officers.

NOTICE OF MEETINGS: Written or printed notice stating place, day, hour of the meeting shall be delivered as deemed by the Executive Board by email, mail or website to each active member.

SAVING CLAUSE:  Failure of literal or complete compliance with the provisions of these By-laws in respect to dates and times of notice, or the sending or receipt of same or errors in phraseology of notice of proposals that in the judgment of the members at meetings held do not cause substantial injury of the rights of members, shall not invalidate the actions or proceedings of the members at any meeting.

AMENDMENTS: These By-Laws may be altered, amended or repealed at any meeting of the directors, notice of which shall specify the subject matter of the proposed alternation, amendment or repeal of the sections to be affected thereby, by vote of a majority of the directors then in office.

INDEMINIFICATION: Definitions: For purposes of this Section 3, the following terms shall have the following meanings:

“Indemnitee” means any person who serves or has served as a member of the Board of Directors of the corporation, any person who serves or has served as an officer of the corporation or in any other office filled by election or appointment by the Board of Directors and any person who serves or has served as an employee of the corporation.

“Proceeding” means any action suite or proceeding, whether civil, criminal or investigatory, brought or threatened in or before any court, tribunal or administrative or legislative body or agency.

“Expense” means any liability fixed by a judgment, order, decree or award in a Proceeding, any fine or penalty, any liability reasonably incurred in connection with the settlement of a Proceeding and any professional fees and other expenses reasonably incurred in connection with a Proceeding or the settlement thereof.

INDEMNIFICATION: General: Except as otherwise expressly provided by this section 3, the corporation shall indemnify each Indemnitee and his or her heirs and personal representatives, to the extent legally permissible, against all Expenses incurred by such Indemnitee in connection with any Proceeding in which he or she is involved as a result of serving or having served as a director, officer or employee of the corporation or, at the request of the corporation, as a director, officer, employee or other agent of any other organization or in any capacity with respect to any employee benefit plan.

No indemnification shall be provided to an Indemnitee or his or her heirs or personal representatives with respect to any matter as to which it shall have been adjudicated in any Proceeding that (i) such Indemnitee did not act in good faith in the reasonable belief that his or her action was in the best interest of the corporation or, to the extent that such matter related to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan, or (ii) such Indemnitee derived an improper personal benefit B. Notwithstanding any other provision of this Section 3.06, an Indemnitee and his or her heirs and personal representatives shall not be entitled to indemnification under this Section 3.06 with respect to acts or omissions occurring during any period in which such Indemnitee was not a director of the corporation except to the extent expressly approved by vote of the Board of Directors of the corporation.

To the extent authorized by a majority of the directors, indemnification under this Section 3.06 shall include, payment by the corporation of Expenses incurred by an Indemnitee or his or her heirs or personal representatives in defending a Proceeding in advance of the final disposition of such Proceeding; provided, however, that the corporation has first received an undertaking from such Indemnitee, or such heirs or personal representatives, to repay to the corporation all such advance payments if such Indemnitee, heirs or personal representatives shall be adjudicated in any proceeding to be not entitled to such indemnification.

An Indemnitee and his or her hers and personal representatives shall be entitled to indemnification under this Section 3.06 against all Expenses incurred by him or her in connection with any Enforcement Proceeding.

An Indemnitee and his or her heirs and personal representatives shall not be entitled to indemnification under this Section 3.06 against Expenses incurred by any of them in connection with any Proceeding initiated by any of them other than an Enforcement Proceeding unless the initiation of such Proceeding was expressly approved in advance by vote of the Board of Directors of the corporation.

In any Enforcement Proceeding, and in any other Proceeding which involves, or in which is sought, a determination as to whether or not an Indemnitee or any of his or her heirs or personal representatives is entitled to indemnification under this Section 3.06, the party or parties seeking a determination that he or she is not so entitled shall bear the burden of proving the same.

QUORUM: At least two-thirds of the members of the Executive Board must be present to constitute a quorum for the transaction of any business at any meeting of the Executive Board.

COMPENSATION: No member of the Executive Board shall receive compensation from the VTCA for serving as an Executive Board member. Reimbursements may be requested per circumstances. Appropriate forms will be made available. Executive Board will determine protocol.

MINUTES: The Secretary shall maintain official minutes of the Executive Board proceedings in a form of a certified agenda, which shall be made available with 5-7 business days in advance to all Executive Board members.

CONFIDENTIALITY: All Executive Board members, Officers, Executive Director and Assistant Executive Director are held to the highest standard of accountability in proceedings that are sensitive to the professionalism and conduct of the VTCA. All Executive Board members shall refrain from public activities, including social media, from publicizing the business of the VTCA, unless deemed by the Executive Board and its officers that information can be public.

COMMITTEES: The President may duly adopt or establish one or more committees, which may be compromised of members of the Executive Board and active members. Such committees, to the extent provided by such resolution, shall have and exercise the authority of the Executive Board in management of the VTCA provided, however, that the designation of such committees and delegations of authority thereto shall not operate to relieve the Executive Board of any responsibility imposed on it by these By-laws, or by state or federal law. Unless modified by subsequent amendment to the By-Laws, the standing committees of VTCA shall be as follows:

Membership Committee
Clinic Committee
Nominating Committee:
Season Specific Committees 
Hall of Fame Committee
Awards Committee to include:  Coach of the Year…(State and National)
All-State (All-Virginia) Awards
All Academic Award Committee
Newsletter
Finance Committee

SAVING CLAUSE:  Failure of literal or complete compliance with the provisions of these By-laws in respect to dates and times of notice, or the sending or receipt of same or errors in phraseology of notice of proposals that in the judgment of the members at meetings held do not cause substantial injury of the rights of members, shall not invalidate the actions or proceedings of the members at any meeting.

Section 4 Administration-Executive Board

VOTING AT EXECUTIVE BOARD MEETINGS: Each Executive Board member shall have
voting rights. All members must maintain attendance to be eligible to vote, unless excused at the sole discretion of the Executive Director or President. Members are entitled to one (1) vote on all matters submitted to a vote by the Executive Board.

SPECIAL MEETINGS: Special meetings of the Executive Board of the VTCA may be called by Executive Board, President, or any two officers.

NOTICE OF MEETINGS: Written or printed notice stating place, day and hour of the meeting of the Executive Board shall be delivered personally, by mail, or email to each Executive Board member entitled to vote at such meeting, not less than (10) ten days prior to such meeting by the direction of the President or Executive Director.

Section 5 Fiscal Matters

FISCAL YEAR: August 1, 2016 to March 31, 2018 for the first membership year then April 1, 2018 to March 31, 2019.

DEPOSITS: All monies received shall be deposited promptly to the credit of VTCA, in such banks, trust companies, or other depositories that are insured by the Federal Deposit Insurance Corporation (FDIC) as the Executive Director or Executive Board may select.

PAYMENTS: All checks, drafts or other orders of money, notes or other forms of indebtedness issued in the name of VTCA may be signed by the President, and (or) Treasurer or Executive Board designee.

CONTRIBUTIONS, GIFTS & BEQUESTS: The Executive Board may accept contributions, gifts or bequests from any individual, organization or corporation so long as the acceptance of such gift does not violate or jeopardize VTCA tax exempt status or contravene its specific purposes. Before accepting a contribution, gift or bequest, the Executive Director shall consult VTCA legal counsel for a legal opinion and/or IRS if the VTCA receives an IRS Notice.

FINANCE COMMITTEE: An internal audit shall be conducted as deemed necessary to review all financial matters on a yearly basis.
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Section 6 Nomination and Election of Officers

BOARD MEMBERS & ELECTIONS: The election of the Executive Board members shall be held every (3) years or as required to fill a vacancy.

OFFICER & EXECUTIVE BOARD NOMINATIONS:  Nominations will be accepted by a nomination chairperson at the annual VTCA clinic. Any current member, in good standing, may nominate or be nominated for a position. The Committee may consider any eligible member of VTCA for its Officer positions. The Committee may also solicit individual members who possess exceptional skills and attributes that would enable them to carry out the goals and the mission of VTCA. Any member of VTCA may propose a prospective candidate to the Committee.

ELECTION OF EXECUTIVE BOARD AND OFFICERS: Voting shall take place at the annual Executive Board meeting TBA. A majority vote will elect the members and officers.  Tallies and votes will be conducted by the chairperson, and ratified by the Executive Director.

Section 7 Positions of the VTCA

The following positions of the VTCA shall be appointed by the Executive Board for events to be contested by the VTCA when so deemed.

MEET DIRECTOR: A Meet Director for each meet shall be appointed by the Executive Director from the members of the Executive Board and shall be paid a fee determined by the Executive Board. 

The Meet Director will:

1) create and/or approve an information and instruction document for publication on the VTCA website; 

2) receive and keep a record of all entries and any entry fees received; 

3) coordinate with the Executive Board on a site plan, hiring of staff, implementation of equipment, safety, T-shirt sales, media liaison and official’s liaison; 

4) shall appoint/confirm that pre-meet entries and results are posted in a timely manner; 

5) account for waivers before the meet is held; 

6) write up the meet for the newsletter; 

7) attend the seasonal committee meeting.

 NEWSLETTER EDITOR: A Newsletter Editor shall be appointed by the Executive Director. This person shall be responsible for printing and publishing three newsletters per year, one for each season. He/she shall gather information pertinent to each season to communicate to the membership. Every VTCA member shall receive a copy of the newsletter via e-mail. Printed copies of the newsletters shall be brought to VTCA events during the three seasons, and shall be made available for pick-up by coaches.

MEDIA LIAISON: A Media Liaison shall be appointed by the Executive Board communicate with online firms pertaining to issues regarding the VTCA. 

HALL OF FAME DIRECTOR(S) for Coaches Hall of Fame and Athletes Hall of Fame: This position(s) shall be appointed by the Level Councils and the Executive Board. The director(s) of each Hall of Fame shall distribute the criteria for induction into the Coaches Hall of Fame or the Athletes Hall of Fame to all VTCA members. The nomination process and a deadline for nominations shall be made public to all members. Each Hall of Fame director must prepare a nomination package for each nominee and distribute to all Executive Board members, who will give input and vote for the best candidates. The number of the inductees shall be determined by Executive Board vote. The Hall of Fame directors and the Executive Director shall determine the place and time for the induction ceremony.

SCHOLARSHIP PROGRAM: A committee of VTCA members shall review the applications and determine the winners. There will be up to four (4) $1,000 winners and four (4) $500 winners. 

CLINIC DIRECTOR: The Executive Director shall hire a Clinic Director from the membership.
The Clinic Director shall select clinicians and secure the facility necessary to host these two events. The director shall arrange transportation to and from the clinic for the clinicians. A brochure shall be put together and given to the coaches by the directors. All printed materials shall be arranged for by the Clinic Director. Each director will work with the Executive Director in setting up each clinic. This is a paid position determined by the Executive Board.

ENTRY FEE COORDINATOR: The Coordinator shall maintain records of financial bookkeeping of each VTCA event, maintain a ledger for the single payment process for each sports season, and coordinate with the Direct Athletics liaison on meet entries. The Coordinator shall report to the Executive Director.  Subject to circumstance.

Section 8 Dissolution

Upon dissolution of the organization that shall be by a vote of two-thirds of the members attending a duly called meeting and acting on the recommendation of the Executive Board, if there is no clear successor organization, any funds remaining after payment of all obligations shall be dedicated to another purpose to be determined by vote of the membership that supports the sport of Track and Field in Virginia. The determination of any remaining funds shall be by vote of the Executive Board made no sooner than two (2) months after the vote of dissolution.