BYLAWS OF THE MEDINA COUNTY ROAD RUNNERS
Adopted November 20, 2014
- 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 “Medina County Road Runners” 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, trails 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.
- Club Sponsored Event – Club Sponsored events are events that follow most of the RRCA guidelines for club events, including, but not limited to, using the club’s bank account, are organized by club members and have the club’s logo and name in the advertisements and website. Club Sponsored Events are typically annual events. Club members may earn volunteer award credits at these events. Race organizers may designate some proceeds be donated to other charities, however, The Club requires a fee per runner be paid to MCRR in order to help fund the volunteer awards. Club Sponsored Races will be covered RRCA Liability provided they meet the guidelines set forth by the RRCA.
- Club Supported Event – Club Supported events are events that may follow some of the RRCA guidelines for club races, but not enough to qualify as a full Club Sponsored Event. Club Supported Events may use their own bank account, and are required to carry their own liability insurance, with The Medina County Road Runners named as not liable. These events are organized by club members and should have The Club’s logo and name in the advertisements and on the event website as well as The Club’s website. Club supported races may or may not be annual events. Club members may earn volunteer award credits at these events, but Club Supported Events are not required to pay a per-runner fee. Club supported events are not covered under The Club’s RRCA liability insurance.
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 the day of application and payment. 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 agree to a waiver of liability for participation in all Club activities.
- Membership of MCRR shall be composed of individual and family memberships.
- Family membership shall be open to any two or more members of a family who live in the same household.
- Student membership shall be open to any member who is also a full-time student at the time of application and payment. Upon renewal, if the individual is no longer a full-time student, membership will then be and Individual membership.
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.
VII. MEETING OF THE MEMBERSHIP
The members of the Club shall meet for the purpose of elections and to vote on other issues during the month of June each year. One month prior to the annual meeting, the secretary will solicit, via email, nominations for the four board members with an expiring term. The secretary will confirm acceptance of each nomination with each nominee. All accepted nominations will be placed on a ballot. Active members in good standing will be allowed to cast up to four votes, with a maximum of one vote per candidate. Votes will be collected via secret ballot in accordance with all applicable local, state and federal laws using any method determined and authorized by the outgoing club president. Quorum at the annual meeting of the membership will be majority of the Board of Directors and no less than 10% of the active club membership.
VIII. 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 – The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the role. The president will represent this association with the RRCA, call any special meetings, and have the authority to appoint committees and chairpersons thereof with approval from the Board. The president serves a term of one year.
2. Vice-President – In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The Vice President may also take on duties as assigned by the current president. The vice president serves a term of one year.
3. Secretary – The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary. The secretary serves a term of one year.
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. The treasurer may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the treasurer. The treasurer serves a term of one year.
5. Non-director officers – The board of directors may designate additional officer positions of the Club and may appoint and assign duties to other non-director officers of the Club.
C. Eligibility: All Board Members must be dues paying members of the organization and in good standing.
D. Term of Office: Term of office shall be two years (24 months), beginning with or at the close of the meeting following the election. Any Board of Director Member may serve up to a maximum of ten years on the board and then must take a year off of the board. The president will 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 natural term of the seat. Board positions alternate such that one half of all seats will be submitted to the membership for re-election each year.
E. Elections: All Board members shall be elected by a majority vote of all current Club members in good standing. Elections will be done either online or at a regular monthly club meeting as determined by the outgoing president. Within 30 days of new board member selection, the new board will meet and vote to elect a President, Vice President, Treasurer and Secretary. Remaining board members not fulfilling one of those positions will be considered directors.
F. Procedural requirements: Parliamentary procedure will be used at board 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. All measures shall be deemed ordinary except those proposing a bylaw amendment. A quorum shall consist of five members. No official meeting shall be held unless a quorum is present. The president, vice president, or any two board members may call a meeting. Notifications of meetings will be made via e-mail by the secretary not less than 14 days prior to the meeting date.
IX. 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, as defined by the Board of Directors, or until dissolved, whichever comes first. 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. At a minimum, the board is required to appoint, in writing, a committee or task force for each race or club event. Committees and task forces are not authorized to hold accounts or have separate budgets unless authorized by the board in the letter of appointment that appoints the committee or task force. If separate accounts are authorized, the treasurer of the club will be named on each account. Description and justification of all expenses and advanced budget approval will be the responsibility of the treasurer and will be approved at regular board meetings. All accounts income and expenses will be held in accordance with local, state, and federal laws and the bylaws of the Road Runner Clubs of America.
Petty cash accounts are discouraged, and all funds received should be deposited in a club account. Petty cash funds may be authorized in writing by the treasurer. All receipts and disbursements from petty cash funds must be logged and reported to the treasurer.
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, and funds of committees or task forces 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.
XI. 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.
XII. 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 as approved by the outgoing board.
XIII. AMENDMENTS TO THESE BYLAWS
These bylaws may be amended by two-thirds of those voting at regular Club meeting annual June meeting, as follows: (a) a proposed amendment must be submitted in writing to the Club president at least 120 days preceding the 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 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 Club 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 a Club meeting may not be resubmitted until at least one 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