BYLAWS OF THE BRAMBLETON ROAD RUNNERS
November 16, 2012
I. NAME
The
name of the organization shall be “Brambleton
Road Runners" hereafter referred
to as “the Club”.
II. PURPOSE
The Club is organized to provide a structured organization for the
purpose of promoting running as a sport and healthy lifestyle within our
community. In furtherance of our
purpose, the Club hosts group runs, fun runs, training runs and programs on the
road and/or track, hosts education lectures about topics of interest for
runners, provides awards for club members, hosts social events for members, and
all such
other things as may be conducive to the encouragement of running. The Club also engages in community activities, to
publicize by appropriate means, the benefits of running as a means of physical
fitness to improve the health status of people in our community.
III. AFFILIATION
The Club shall be a chapter of the Road
Runners Club Of America, and all measures adopted by that body must be
considered by this organization. This Club will submit a portion of the annual
dues described in section V to the RRCA as membership in that body shall
require.
IV. MEMBERSHIP
Membership in the Club will be
on an annual basis starting January 1.
Anyone can join the Club without regard to race, creed, color, national
origin, gender, sexual orientation, physical condition, or age (minors may be
excluded from membership/participation at the discretion of club/event leadership).
Individuals
who wish to participate in the activities of this organization shall submit
dues annually, complete an annual application for membership, which includes
agreeing to follow the Club’s code of conduct, and sign a waiver of liability
for participation in all Club activities.
V. DUES
The annual dues rate for the Club membership will be set on an annual
basis by the Board of Directors and shared annually with the membership as part
of the regular join and renew process for the Club.
VI. MEETING OF THE MEMBERSHIP
The members of the Club shall meet at least once a year at a date and
time established by the Board of Directors that is no more than four weeks
before the start of the Club’s fiscal year.
VII.
BOARD OF DIRECTORS AND ELECTIONS
The general membership elects the following Board of Directors: president, vice president, treasurer, and
secretary (and other members as desired) on an annual basis.
A. Board responsibilities: The board is the governing authority and has
total oversight over the management of the Club’s affairs. It carries out all the objectives and
purposes for which the Club is organized.
This general mandate includes, but is not limited to, setting Club
policy, financial oversight, strategic planning, fundraising, legal oversight,
determining and monitoring the Club’s programs and services, elevating the
Club’s public image, and hiring of any employees or independent contractors.
B. Board
of Director Members and Duties:
1. President - to
preside over meetings, represent this association with the RRCA, to call any
special meetings, and to appoint committees and chairpersons thereof with
approval from the Board.
2. Vice-President
- to assume the powers of the president in his/her absence, and to take on
special assignments as requested by the president.
3. Secretary - to
record minutes at all meetings in accordance with Roberts Rules of Order, to
keep a file of such minutes, oversee the election process for all board members,
and, when requested by the president, to accept assignments involving
correspondence and the keeping of records.
4. Treasurer - Oversee the
budget planning process, ensure adequate income available to achieve the
budgeted expenses, safeguard the organizations assets, draft financial policies for board
approval, anticipate and report financial problems, ensure the board receives regular and
accurate financial statements and that the board members understand the
information presented, ensure federal, state, and local reporting takes place, and other
duties as requested by the president.
C. Eligibility: All Board
Members must be dues paying members of the organization and in good
standing.
D. Elections: All Board
members shall be elected by a majority vote of those present at the annual
membership
meeting.
E. Procedural
requirements: A majority vote of the Board of
Directors members present is necessary to pass ordinary measures. All measures
shall be deemed ordinary except those proposing a bylaw amendment.
VIII. COMMITTEES & TASK FORCES
The Board of Directors has the authority to
create committees and task forces, appointment members, and dissolve committees
and task forces as it deems appropriate to carry out the purpose of the
Club. The Board will define the duties
and deliverables for all committees and task forces and outline the performance
expectations for all members of a committee or task force. All committee and task force members serve
for one year or a term as defined by the Board of Directors. The Board
is kept informed of the activities and progress of all committees and task
forces, and the Board has oversight duties in regard to the final outcome
approval, acceptance or rejection, ratification of the actions of a committee
or task force. (The committees may include race committees,
membership, sponsorship, newsletter/website, special programs – youth,
beginning, walking, etc.)
IX. FINANCES
The Board establishes an annual operating budget and sets membership
dues and event entry fees to support the budget. The board may authorize the
president and/or any officer to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Club with approval of the
Board majority. All checks, drafts or
other orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Club are signed by authorized officers or employees
and in accordance with policies and procedures adopted by the Board. All monies for the Club are deposited to the
credit of the Club in banks that are members of or whose deposits are insured
by the Federal Deposit Insurance Corporation or other government insurance
agency. No Club funds may be deposited
in the personal account of a member of the Board. The treasurer reviews the status of the
general fund at least quarterly. At the
same time, he/she reviews a forecast of estimated deposits and disbursements
for the succeeding quarters. If the president and the treasurer determine that
the balance of general funds exceeds the amount required for routine operating
expenses, then the excess funds may be invested as authorized by the board.
X. SAVINGS CLAUSE
Failure of literal or complete compliance with provisions of the bylaws
with respect to dates, times and notice, or the sending or receipt of the same,
or errors in phraseology of notice of proposal, do not invalidate the actions
or proceedings of the members at any meeting, as long as the members judge (by
majority vote) that no substantial injury to the rights of members has
occurred.
XI. TAX STATUS AND
DISSOLUTION
No part of the net earnings of the Club
inures to the benefit of, or is distributable to, its members, trustees,
officers, or other private persons; except that the Club may pay reasonable compensation
for services rendered and may make payments and distributions in furtherance of
the purposes set forth in Article II. No substantial part of the Club’s
activities can be the carrying on of propaganda or otherwise attempting to
influence legislation. The Club may not
participate in, or intervene in (including the publishing or distribution of
statements), any political campaign on behalf of any candidate for public
office.
Regardless of any other provision of these
articles, the Club may not carry on any other activities not permitted to be
carried on by a corporation (a) that is exempt from federal income tax under
section 501(c)(3) of the Internal Revenue Code or (b) contributions to which
are deductible under section 170(c)(2) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
Upon dissolution of the Club, the funds in the
treasury, after all creditors have been paid, shall go to the Road Runners Club
of America or other 501(c)(3) nonprofit organization with a similar purpose to
the Club’s. (These two
statements are requirements for membership in the Road Runners Club of America.
(I.R.S. rules)
XII. AMENDMENTS TO
THESE BYLAWS
These bylaws may be amended by two-thirds of
those voting at an annual meeting, as follows:
(a) a proposed amendment must be submitted in writing to the Club
president preceding the annual meeting; (b) the board by majority vote
determines its position for, against, or for with a recommended change; and (c)
the board returns the proposal along with its position to be included in the
notice of the annual meeting.
An amendment becomes effective upon adoption,
unless another date is specified as part of the amendment.
The board may renumber, revise, codify and
correct any provision in these bylaws, and in the rules, policies, procedures
and regulations of the RRCA, to eliminate errors, to correct spelling and
grammar, to provide consistent numbering and to bring about proper order and
sequence, but in so doing it may not change the meaning of any provision
