- Membership in the Club
- Meetings of the Membership
- Board of Directors and Elections
- Committees and Task Forces
- Savings Clause
- Tax Status Requirements and Dissolution
The name of the organization shall be “Crown Heights Running Club” hereafter referred to as “the Club.”
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.
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.
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, gender identity/expression, marital status, sex, sexual orientation, domestic violence victim status, physical condition/ability, marital status, partnership status, military service status, arrest record, conviction record, predisposing genetic characteristic, migration or citizenship status, or actual or perceived age. Minors may participate in running events with parental/guardian presence and consent and a waiver signed by parent/guardian). Individuals who wish to participate in the activities of this organization shall complete an annual application for membership, which includes agreeing to follow the Club’s community guidelines, and sign a waiver of liability for participation in all Club activities.
The Club will offer three types of membership:
- Standard Membership: Full participation in all Club activities and inclusion on the annual roster. All standard members must complete the Club’s membership application, including agreeing to the Club’s community guidelines and signing the Club’s waiver. These members will hereafter be referred to as “Club Members” or the “Club Membership.”
- Trial Membership: A temporary term of membership for prospective members considering being a part of the community before fully committing. Trial members will be required to agree to the Club’s community guidelines and sign a waiver.
- Honorary Membership: A special way to recognize members who contributed significantly to the Club but no longer participate in regular Club activities. These members will not be included on the membership roster but may join club activities from time to time.
The Club is dedicated to making running accessible for all members of our community, therefore it does not currently require membership dues, nor does it plan to do so in the foreseeable future. Any change to this clause must be voted on by the Club Membership.
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, which follows the calendar year. Roberts Rules of Order will apply to all proceedings. At the annual meeting, the Board of Directors will present any items that require input or approval from club members, and will share a report on the previous year’s activities as well as a year-end financial report. Quorum at the annual meeting of the membership will be the majority of the Board of Directors and the majority of voting members.1
1 A voting member is defined as a standard club member who is in attendance at the annual meeting and who is voting.
The Board or members may convene other meetings of Club membership as necessary outside the annual cycle. Quorum will still be required to vote on any decisions.
VII. Board of Directors and Elections
The general membership elects the following Board of Directors: two co-presidents, a treasurer, and two at-large members every two years.
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. Co-Presidents – to preside over meetings, represent The Club with the RRCA, to call any special meetings, and to appoint and steer committees and chairpersons thereof with approval from the Board, and to ensure special projects are aligned with overall strategy. Co-Presidents may execute contracts and are signatories on the Club bank account.
2. Treasurer – Oversee the budget planning process, ensure adequate income available to achieve the budgeted expenses, safeguard the organization’s assets, draft financial policies for board approval, report financial problems, ensure the board receives regular and accurate financial statements, and ensure reporting takes place, and other club financial duties as requested by the Co-Presidents. Treasurer is also a co-signatory on the bank account.
3. At-Large Members – Support Club operations and Board activities, including ensuring special projects are aligned with overall strategy. Exact duties will be determined Board-by-Board, based on members’ interests and skills and the Club’s specific needs at that time.
A member of the Board will also record minutes at all meetings in accordance with Roberts Rules of Order, keep a file of such minutes, and take on assignments involving correspondence and the keeping of records.
C. Eligibility: All Board Members must be Club Members in good standing, including signing on to and abiding by the Club’s community guidelines.
D. Term of Office: Term of office for each Board Member shall be two years (24 months), beginning with or at the close of the annual membership meeting. Any Board of Director Member, if elected to do so, may extend their term by one year. They then must take a minimum of one year off of the Board. The board will call a special election for any board seat vacated during a term within 30 days of resignation of the seat. Appointed terms will end with the term of the seat, which is at the close of the annual membership meeting.
In an extreme situation, and after a reasonable effort to mitigate has been made, a Board member can be removed from the Board by the unanimous consent of all four other Board members, or with a signed majority petition by standard club members delivered to the Board.
E. Elections: All Board members shall be elected by a majority vote. The Club is dedicated to making elections safe and comfortable for all members, and to ensuring new voices are elevated. To that end, elections will be overseen by a current member of the Board who is not up for reelection or by a former member of the Board. All interested parties will be able to submit their name and a brief biography to be shared with Club membership. Elections will be conducted online in advance of the annual meeting. The Board may change or update the election process with a majority support from Club membership. F. Procedural requirements: Parliamentary procedure will be carried on at meetings, and every effort will be made to discuss any measures coming before the group. A majority vote of the Board of Directors members present is necessary to pass ordinary and non-ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment. A quorum shall consist of four members. No official meeting shall be held unless a quorum is present.
VIII. Committees and Task Forces
The Board of Directors has the authority to create committees and task forces, appoint members to such committees and task forces, 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 shall be Club Members and are appointed to serve for one year or a term as defined by the Board of Directors. The Board is to be 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, volunteer, diversity/inclusion, special programs – youth, beginning, walking, etc.)
The Board establishes an annual operating budget and, should membership dues or event fees be introduced in the future, sets membership dues after a vote by members and event entry fees to support the budget. The Board may authorize a co-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 evidence 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, the Treasurer reviews a forecast of estimated deposits and disbursements for the succeeding quarters. If a Co-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 influencelegislation. TheClubmaynotparticipatein,orintervenein(includingthepublishingordistributionof 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.
XII. Amendments to these Bylaws
These bylaws may be amended by two-thirds of those voting at an annual meeting, as follows: (a) Club or board members may propose amendments in writing to the Club co-presidents at least 30 days 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.
In emergency or extraordinary situations, as defined by the board, the board (by two-thirds [2/3] vote of the entire board) may waive the 30-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the annual meeting.
In such emergency cases the board must communicate the proposed amendment and board position to the membership at least 7 days prior to the meeting.
A proposed amendment, which has not been recommended by the board and has been defeated at the annual meeting may not be resubmitted until at least one annual meeting has intervened. The board determines, in its sole discretion, whether an amendment is sufficiently similar to one previously considered to be governed by this subsection.
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