The name of the organization shall be "The Algonkian Running Club” (TARC) hereafter referred to as “The Club”.
The Club is organized for such charitable and educational purposes as may qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law.) The Club provides a structured organization for the purpose of promoting running as a sport and healthy lifestyle. In furtherance of our purpose, the Club hosts fitness, educational and social activities conducive to the promotion of running and fitness. The Club also engages in public activities which advocate the benefits of running as a means of a healthy lifestyle to people within the 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. Anyone can join the Club without regard to race, creed, color, national origin, gender, sexual orientation, physical condition, or age (minors may be included in membership/participation only by signed parental/legal guardian consent, the Club reserves the right to require proof of Parental relationship and/or Legal Guardian). 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, sign a waiver of liability for participation in all Club activities and agree to abide by the provisions set forth by these Bylaws.
A. Removal: A Member may be removed for Cause by a two-thirds vote of directors present at a meeting at which quorum is present. For purposes of these Bylaws, “Cause” shall mean any of the following: (a) conviction of a felony involving dishonest acts; (b) any willful and material misrepresentation of the Club; (c) any behavior or action that directly violates the purpose of the club; (d) any other action which the Board has determined to be in direct conflict with the purpose of the Club and which the Board feels will affect the Club and its members.
A. Annual 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. If the Board elects to raise dues by more than 25% from one year to the next, the membership will vote on such recommendation.
B. Payment of Dues: Dues shall be payable for a twelve month period (the “Dues Period”) commencing on the date of payment of the initial membership dues and ending at the expiration of one year from the initial dues payment date. Renewal Dues Periods shall begin on the day following the expiration of a prior Dues Period and end one year thereafter provided timely payment of renewal dues has been made.
C. Dues Period: The “Dues Period” shall be defined as a twelve month period commencing on June 1 and ending May 31 of the subsequent year.
D. Default and Termination of Membership: When any member shall be in default in the payment of dues, the member’s membership may thereupon be terminated effective upon the expiration date of any Dues Period if renewal dues are not paid.
E. Resignation: Any member may resign by filing a written resignation with the Secretary, but such resignation shall not entitle any member to a refund of any portion of the annual dues, if any, for any Dues Period.
VI. MEETING OF THE MEMBERSHIP
The members of the Club shall meet at least once a quarter 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. One meeting will be held with the main purpose of selecting the Board of Directors. A separate meeting must be held with the main purpose of reviewing and approving the budget. Additional meetings may be held as needed throughout the year. Quorum at the annual meeting of the membership will be the lesser of ten (10) members or ten percent (10%) of the total sum of the members.
Meetings shall be called to Order by the President. An agenda shall be provided prior to commencement of the meeting. Membership Secretary will call for a Motion to Adjourn, once a Motion is made it must be second and a meeting shall be considered complete. Meeting Minutes shall be produced shortly after any and all Membership Meetings and every and all Board of Directors’ Meetings.
VII. BOARD OF DIRECTORS AND ELECTIONS: The number of Directors shall be seven. The Board of Directors shall consist of: directors elected as President Vice President, Treasurer, Secretary, Social Coordination Member-At-Large, Community Outreach Member-At-Large, and Training and Special Events Coordination Member-At-Large.
B. 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. The Board shall meet at least once monthly or more often, as determined by the President.
C. Board of Director Members and Duties:
1. President - Shall be the chief executive officer of the Club, and shall have general charge of the business, affairs, and property of the Club with general supervision over its other officers and agents. The President shall preside at all Membership and Board of Directors meetings and shall see that all resolutions of the Board of Directors are carried into effect, represent this Club with the RRCA, to call any special meetings, and to appoint committees and chairpersons thereof with approval from the Board.
2. Vice-President - Shall serve as an assistant to the President and shall, subject to the oversight and consent of the President and Board of Directors, oversee and coordinate such programs, activities, and other duties as may be delegated by the Board of Directors or the President. In the absence of the President or in the event of the President’s disability, the Vice President shall perform the duties and exercise the powers of the President.
3. Secretary - Shall 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 - Shall 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, 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.
5. Social Coordinator, Member-At-Large - Shall plan and execute social events for Club members that promote unity and cohesiveness. Additionally, the Social Coordinator shall perform such other duties as may be delegated by the President or the Board of Directors. The Social Coordinator may appoint one or more assistants, subject to the approval of the President.
6. Community Outreach Coordinator, Member-At-Large - Shall coordinate the Club’s initiatives to promote running and the Club in our communities. This includes but shall not be limited to, identifying organizations in need of support and procuring sponsorships for Club events. Additionally, the Community Outreach Coordinator shall perform such other duties as may be delegated by the President or the Board of Directors. The Community Outreach Coordinator may appoint one or more assistants, subject to the approval of the President.
7. Special Events Coordinator, Member-At-Large - Shall set up and manage the Club’s special running events per the direction of the President. Additionally, the Special Events Coordinator shall perform such other duties as may be delegated by the President or the Board of Directors. The Special Events Coordinator may appoint one or more assistants, subject to the approval of the President.
D. Eligibility: All Board Members must be dues paying members of the organization and in good standing.
E. Term of Office: Term of office shall be one year (12 months), beginning with or at the close of the annual membership meeting in the month of December. Any Board of Director Member may serve up to a maximum of five consecutive years on the Board and then must take a year off of serving on the Board in any capacity. Eligibility to serve on the board for another maximum period of 5 consecutive years is reinstated following this 12 month suspension. The President shall appoint any board seat vacated during a term, with approval by the Board within 60 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.
F. Elections: All Board members shall be elected by a majority vote of those members present at the annual membership meeting. Members unable to attend and in good standing with the Club may mail in their votes by a predetermined date prior to the General Elections. Mailed in votes will not be opened in advance and will count towards the Quorum requirement to carry out the Elections as depicted under Section IV above.
G. 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 measures. Five members of the Board will constitute Quorum for all ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment. No official meeting shall be held unless Quorum is present.
H. Voting Rights: Each member shall be entitled to one vote on each matter submitted to a vote of the members. Voting members must be at least 18 years of age.
I. Informal Action by Directors: Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed or agreed to by all of the Directors. The Board of Directors is specifically authorized to conduct business via email communication, conference call or other electronic method between regular meetings of the Board of Directors.
J. Removal: A Director may be removed for Cause by a two-thirds vote of directors present at a meeting at which quorum is present. For purposes of these Bylaws, “Cause” shall mean any of the following: (a) conviction of a felony involving dishonest acts during the Director’s term of office; (b) any willful and material misapplication by Director of the Club’s funds, or any other material act of dishonesty committed by the Director toward the Club; (d) unauthorized absence from four (4) or more meetings of the Board or (d) the Director’s willful and material failure to substantially perform his duties hereunder after written demand for substantial performance is delivered by the Board which specifically identifies the manner in which the Board believes the Director has not substantially performed his duties and the Director fails to cure his non-performance after receipt of notice.
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, training programs – youth, beginning, walking, etc.)
IX. PROHIBITED ACTIVITIES
No member, Director or Officer of the Club shall be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the Club, nor in any transaction for furnishing services, facilities or supplies to the Club for compensation, unless the fact of such interest be known to the Board of Directors and unless such agreement or transaction be authorized by the Directors who have no interest, direct or indirect, in such agreement or transaction.
X. OFFICES AND WEBSITES
The address of the principal office of the Club shall be assigned to the residence of a designated Board Member. The Club may maintain additional offices at other places as the Board of Directors chooses to designate. The Club shall maintain a website with the domain name www.AlgonkianRunners.org and such other domain names as the Webmaster, whom designated by and in consultation with the President and Board Directors, shall procure.
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.
The Board of Directors and any and all members of Committees and/or Task Forces shall provide their services to the Club in a pro-bono basis. At no time, any Board, Committee or Task Force member be hired, while serving on the Club’s management team, to provide professional services or otherwise to the Club, for remuneration.
XII. 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.
XIII. 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.
The Club shall indemnify each person who is or was a director or officer of the Club, and shall pay or reimburse in advance his or her expenses, to the fullest extent permissible under the Virginia Nonprofit Corporation Act (the “Act”) with respect to any claims or actions against such person by virtue of his or her service as a director or officer of the Club. The Club shall also indemnify each person who is or was an employee or volunteer of the Club, and shall pay or reimburse in advance his or her expenses, to the same extent as trustees and officers of the Corporation. Notwithstanding any other provision of these Bylaws, the Club shall neither indemnify any person nor advance expenses or purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Club as an organization described in Section 501(c)(3) of the Internal Revenue Code or that would result in the imposition of any liability under the Internal Revenue Code.
XV. 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 at least 120 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 120-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 30 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