ARTICLE I – NAME
This organization shall be known as the “Stoney Creek Running Club” (“SCRC”).
ARTICLE II – PURPOSE
The SCRC promotes and encourages running and jogging as a healthy lifestyle for members of all ages and abilities. Towards these goals, the SCRC may promote and conduct races or other running activities; may disseminate information on running including educational articles via its newsletter, email, meetings and other activities; may encourage members to volunteer at local running events which may be educational or charity events.
ARTICLE III – AFFILATION
The SCRC will be affiliated with the “Road Runners Club of America, Incorporated” (“RRCA”). This requires following all RRCA bylaws and paying annual dues to RRCA prior to March 1 of each year. The dues paid are calculated for the following year based on the number of SCRC members as of September 30. The membership for this calculation is based on the number of households (unique addresses) for the club. All members of SCRC automatically become individual members of the RRCA.
ARTICLE IV – MEMBERSHIP AND DUES
A. Individuals who wish to participate in SCRC activities shall submit dues with an application for membership.
B. Annual memberships are valid through December 31st in the year paid.
C. Members whose annual dues are paid by March 1st are considered to be in good standing. Those whose dues are not paid by March 1st are in arrears and cannot vote or hold office after that date.
D. In order to vote or run for the BOD dues must be paid 6 months prior to a general meeting.
E. The “Board of Directors” (“BOD”) will set dues by majority vote.
F. Any dues for the current year received after September 1st will be reduced by 50%.
G. Types of membership.
1. Individual Membership. An individual membership may be converted to a Family Membership by paying the difference in dues.
2. Family Membership. Each family shall be entitled to a maximum of two votes at any general membership meeting.
3. Minor Membership (less than 18 years old). Anyone under 18 years of age may join as an individual as long as permission from a guardian is obtained.
H. Membership in SCRC shall not be restricted based on race, religion, sex, age or athletic ability with membership available to anyone interested in running, jogging or walking.
ARTICLE V – MEETINGS OF THE GENERAL MEMBERSHIP
A. Annual Meeting. An annual meeting of the SCRC shall be held on a date and a location determined by the SCRC Board of Directors and shall be announced no less than one (1) month in advance.
B. Special Meeting. Other meetings may be conducted as deemed necessary by the President. The President shall call a membership meeting upon written request of not less than twenty five percent of the total membership or by a majority of the SCRC BOD.
C. Notice. Written notice (by newsletter or email) stating the location, day and time of the meeting and, in the case of the special meeting, the purpose for which the meeting is called, shall be delivered not less than one (1) month prior to the day of the meeting to each member.
D. Quorum. A simple majority of the BOD shall constitute a quorum for the transaction of business.
E. Voting. A majority vote of members present (NO PROXY VOTING) at a general meeting is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaws amendment or removal of club officers which require a two-thirds vote of members present.
F. Bylaws Amendment.
1. A bylaws amendment may be accomplished by a two-thirds vote of members present at the annual meeting or if necessary, a special meeting.
2. Only those members who have been members of this organization for a minimum of 6 months prior to the proposal of such amendments may vote upon such.
3. All members must be notified at least fourteen days prior to voting or discussing bylaws amendments.
4. When necessary a bylaws committee will be appointed by the president to review the existing bylaws and make recommendations to the board for any bylaws changes. The BOD will determine if these changes should be submitted to the membership at the annual meeting.
5. If an amendment is passed at the annual meeting it becomes effective immediately unless another date is specified as part of the amendment.
6. Self Evident Corrections. The BOD may renumber, revise, and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the SCRC, 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.
G. Membership Proposals.
1. May be addressed by the BOD at a regular meeting.
2. May be addressed by the membership at the annual meeting provided all members are notified at least fourteen days prior to voting or discussing such a membership proposal.
3. Membership proposals must be submitted to the BOD at least twenty one days prior to the annual meeting to allow sufficient time to notify the entire membership.
4. Membership proposals (non-bylaws amendments) will be considered an ordinary measure and require a majority vote to pass.
H. Order at Meetings. Robert’s Rules of Order shall govern the proceedings at all meetings when not inconsistent with the Bylaws.
I. Order of Business. The order of business shall be as follows:
1. Call to Order
2. Roll-call (sign in sheet or secretary records)
3. Action on minutes of preceding meeting
4. Reports, if any, of officers
5. Report of Committees
6. Unfinished (old) business, if any
7. New Business
8. Election of Board of Directors (every two years)
9. Announcement/Open Discussion
10. Announcement of date/location of succeeding meetings (if available)
ARTICLE VI – BOARD OF DIRECTORS
The general membership elects nine to eleven people to serve on the SCRC board of directors: president, vice president, membership director, secretary, treasurer, immediate past president and at least three (maximum five) members at large. Said members must be at least 18 years old to serve.
A. Board Responsibilities.
1. The board is the governing authority and has total oversight over the management of SCRC affairs. It carries out all of the objectives and purposes for which the SCRC is organized. This general mandate includes, but is not limited to, setting SCRC policy, financial oversight, strategic planning, fundraising, determining and monitoring SCRC programs and services, participation in running events and educational events on running.
2. The board sets policies on all disputes and grievances.
3. The board may delegate to specific officers, specific members and committees the powers provided for in these bylaws.
1. Alternate-year elections. Eight to ten board members will be elected every other year. The immediate past president will serve on the board without having to be elected to that position
2. General Rules.
a. All nominees for board positions must be members of SCRC in good standing for at least six months prior to election.
b. A board member may serve in only one board position at a time.
c. A board member may accept a nomination and run for election to another board position without resigning.
3. Terms of office.
a. The term for all elected board positions is approximately two years, defined as follows: the term begins on the first day of the calendar month following the initial election and lasts until the comparable day two years hence. For purposes of term limits, such terms are considered to be precisely two years.
b. An officer or director may be reelected to the same office or to a different office. However, a person can serve as president for unlimited consecutive terms.
c. Nominating Procedure (refer to nominating committee Article VII B (1).
d. Election process. At the annual meeting, each open position is voted on separately and is filled by the candidate receiving a majority of votes cast. When more than two candidates are nominated and a majority vote is not reached on the first ballot, the candidates having the two highest number of votes are put on a ballot for a runoff.
C. Board meetings. Robert’s Rules of Order govern the proceedings of all board meetings, when not inconsistent with these bylaws.
1. The board will hold meetings every other month and more frequently if deemed necessary by the President.
2. All members will be notified in writing, via newsletter or email, of the date, time and place of a meeting at least one month prior to the meeting. When possible, meeting dates will be set for the entire year at the first meeting in late January or early February.
3. Quorum. A majority of board members are a quorum for the transaction of business. The act of the majority of those present and voting is binding.
4. The order of business at all regular meetings of the BOD will be the same as for the general meeting (Article V-I).
D. Vacancies. Offices vacated may be filled by the Board of Directors at a BOD meeting by a majority vote. That person fulfills the unexpired portion of the term.
E. Removal from Office.
1. It is the right of members of the club to request the removal of an officer whose acts are believed to be negatively affecting the club. The complaining member must notify the BOD in written form or electronic mail form. A second complainant will be required to bring such a proposal to the Board. The officer in question will be notified of the removal proceedings and the remaining officers will address the complaint at the next Board meeting. If 2/3rd of the Board present decides to proceed the President will call a special membership meeting unless the next scheduled meeting is the annual meeting. At this meeting discussions of the topic will be opened, allowing the defense of the officer and the concerns of the club member(s) to be heard. When all discussion has concluded, a vote via secret ballot will be taken with a 2/3rd majority required for removal.
2. Between the time that the officer in question has been notified and the time of the removal proceedings said officer must have another officer-as designated by the Board- sign off on any and all work done for the club.
F. Duties of the president. The president (a) presides at all board meetings and membership meetings, (b) appoints the members (including chairpersons) of committees, (c) recommends to the board the creation and disbanding of temporary committees, (d) is an ex-officio member of each committee except the Nominating Committee, (e) President or designee, shall represent the club, (f) Submit an annual written report to the membership, (g) provides second signature on checks as needed, (h) may assign or delegate specific function or program responsibilities to other members of the board, and (i) performs all other duties that pertain to the office or that may be specified in these bylaws or specified by the board.
G. Duties of the vice president. The vice president (a) will assume the powers of the president in his/her absence, (b) accept such duties and responsibilities as may be delegated by the president, (c) chair the nominating committee, (d) provide advice and guidance for committees, and (e) sign checks in place of the treasurer and as second signature on checks as needed.
H. Duties of the treasurer. The treasurer (a) ensures that SCRC finances are managed according to generally accepted accounting principles for nonprofits and that funds are secured, deposited, dispersed and reported according to the board’s policies and procedures, (b) is responsible for timely filing of tax returns, (c) prepare financial statements and reports them to the BOD at meetings (d) prepare an annual report for the general membership meeting, (e) chair the finance committee to ensure the development and submission of budgets by all officers and committees before any distribution of funds are permitted.
I. Duties of the secretary. The secretary is responsible for (a) recording the minutes of all board and membership meetings which includes the roll call, verification that a quorum is present, report all motions and votes and submit the minutes for publication in the club newsletter in a timely fashion, (b) keep a file of such minutes and (c) assume other responsibilities as deemed appropriate to the office.
J. Duties of the membership director. (a) Recruit and welcome new members, (b) prepare and distribute applications and membership cards (c) maintain a database of all club members and (d) assume other responsibilities as deemed appropriate to the office.
K. Duties of the immediate past president. (a) Assist the president with transition into office, (b) provide support to the president when necessary and (c) may be a second signature on checks as needed.
L. Duties of the members at large. These board members fulfill the functions assigned by the president, the board and as may be set forth in these bylaws.
M. Newsletter Editor. Is appointed by the president and approved by the BOD. The duties of the newsletter editor are to (a)prepare the monthly edition of the club’s newsletter, (b) ensure that it is sent to all members in a timely fashion, (c)articles shall be reviewed by at least one other elected board member prior to publication and (d) solicit material for publication from members.
N. Webmaster is appointed by the president and approved by the BOD. The webmaster’s duties are to manage the website and make changes to the website as approved by the BOD.
ARTICLE VII- COMMITTEES
A. General rules.
1. Appointing authority. The president has sole authority to appoint members (including the chairperson) of a committee, fill vacancies, and release any committee member(s) (with or without cause) from further duty: however the board may, by a majority vote, deny one or more of those actions.
2. Length of service of committee members. Members are appointed promptly after each annual meeting (or promptly after the creation of a committee). The length of service for all committee members terminates at the end of the next annual meeting: the president may reappoint selected members and appoint new members (although the board, by majority vote, may overrule any particular choice).
3. Quorum and manner of acting. A majority of a committee constitutes a quorum, and the act of the majority of the members present at a meeting at which a quorum is present is the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the board.
B. Permanent (“standing”) committees. The SCRC’S two permanent committees are the Nominating Committee and the Audit Committee.
1. Nominating Committee (NC). The NC nominates candidates for elective office (BOD) with the aim of building a board that will effectively govern the SCRC.
a. The Vice President will chair the NC.
b. The NC presents its slate of recommended candidates, consisting of one individual for each position, with the exception of members at large (3 to 5 nominees).
c. Nominations will be presented to the BOD for approval at least 1 meeting prior to the annual meeting.
d. Nominations will be published in the newsletter the month prior to the annual meeting.
e. Following the report of the NC at the annual meeting of the membership, individuals whose written or verbal consent has been obtained may be nominated from the floor.
f. Voting will occur immediately after the motion to close nominations has been approved.
2. Audit (and Finance) Committee. The chairperson of this committee is the SCRC treasurer; other committee members include at least one other SCRC board member and at least one non board SCRC member and the President is an ex-officio member. All are appointed by the president, unless overruled by a majority of the board.
a. The audit committee ensures the creation of a budget.
b. Recommends any changes to the annual dues for the membership.
c. Initiates and oversees an annual audit.
d. Treasurer will submit a report at every BOD’s meeting.
e. Treasurer will provide a written Audit report at the annual meeting.
C. Other committees. Will include (a) ongoing or annual functions and programs not designated as permanent in these bylaws, and (b) ad hoc committees such as task forces and special panels.
1. Creation and dissolution. Committees not otherwise listed in these bylaws are formed and/or dissolved by a majority vote of the board.
2. Terms. All committees formed by the board continue until the next annual meeting, unless dissolved sooner by the board. After the annual meeting, all committees, other than the two permanent committees, are either reauthorized by the board or allowed to terminate. For reauthorized committees, members are appointed as described in the general rules of paragraph VII A, above.
The board is kept informed of the activities and progress of each group and has oversight duties only in regard to the final outcome (approval, acceptance or rejection, ratification). Outcomes that do not meet with board approval may be returned to the group for justification reconsideration, or further work as needed.
ARTICLE VIII – FINANCES
A. Changes to the dues shall be determined by a majority of the BOD present at the SCRC Annual Meeting.
B. This is a 501 (c) (3) not-for-profit organization. All funds received by the club will be spent entirely for carrying out the stated purpose of the club.
C. SCRC shall not carry on any activity not permitted to be carried on by an organization exempt from federal income tax under Section 501 (c )(3) of the Internal Revenue Code or by an organization whose contributions are deductible under section 170 (c )(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
D. No part of net earnings of the club shall inure to the benefit of its individuals, except that the club may pay reasonable compensation for services rendered by third parties for the purpose of the club as set forth in Article II.
E. Members using club funds must give a full record of expenditures to the Treasurer.
F. The club is empowered to participate in fund raising activities and to accept contributions in support of its purpose as stated in Article II.
G. Any checks disbursed by the club must be signed by two authorized Board members. Authorized Board members include the President, Vice President, Immediate Past President and the Treasurer.
H. Equity. At the end of each year the club has the goal of having at least 50% of the previous year’s budget on reserve.
I. Audit Committee. An audit committee will be appointed by the president and approved by the BOD. An audit will be done annually by the audit committee.
ARTICLE VIII – DISSOLUTION
In the event of dissolution of the SCRC, the funds in the treasury, after all creditors have been paid, shall go to a 501C (3) organization as determined by the BOD.
(as amended and approved 12/03/2010)