Adopted May 18, 1992 (revised January 2013)
Article 1. Name.
The name of this organization shall
be the Conway Running Club, Incorporated (“CRC”).
The period of duration of the “CRC”
Article 3. Purposes.
The purpose of the “CRC” shall be to operate exclusively for those
charitable and educational purposes specified in Section 501 (c) (3)
fo the Internal Revenue Code. The prime purpose of the “CRC” shall
be the promotion and encouragement of walking, jogging, and long
distance running, and the education of its members and the public to
In furtherance of the purpose “B”, this “CRC” may
hold championships, races on the road or track, lectures, fun runs,
other educational activities, demonstrations, clinics and social
events; to print and publish books, magazines, and newsletters; make
awards; and do all such other things as may be conducive to the
encouragement of running. Other purposes are to engage in community
activities, to publicize by appropriate means the benefits of long
distance running and jogging, and to coordinate with other agencies
advocating running as a means of physical fitness.
Article 4. Membership.
Membership is open to any person and/or family in sympathy with the
purpose of the “CRC” and who pays membership dues determined in
accordance with Article 10, Section B of these by-laws.
The “CRC” shall have only one type of member. All
members shall have the right to vote. A member who has paid the
required membership dues will be considered a member in good
Article 5. Board of Directors.
Number and Qualifications. The entire business and affairs of the
“CRC” shall be vested in and managed by a Board of Directors. The
Board of Directors shall consist of the President; President-elect;
Secretary/Treasurer; Immediate Past President; and Officers
appointed to head committees.
Terms of office. Members of the Board of Directors
shall hold office for a term of one year, extending from March 1
through February 28 (29) of the year succeeding election of member
to the Board. Members of the Board may be elected to succeed
themselves, except that the President may not be elected to succeed
himself or herself unless the president-elect position is vacant.
Unfilled terms of members of the Board may be filled by majority
vote of members of the Board. Persons appointed to fill vacancies in
membership of the Board created by resignation and the like, shall
serve until the end of the term of Board membership of the resigning
Meeting. The Board shall meet monthly, except that
meetings may from time to time be delayed or postponed at the
discretion of the President, but in no event shall more than 60 days
elapse without a meeting of the Board. Meetings for special purposes
may be called at any time deemed necessary by the President, who
shall notify all members of the Board in advance of such special
meetings. Meetings shall be held in any convenient location in the
State of Arkansas that the Board deems to be appropriate.
Quorum. A quorum for the conduct of business by the
Board shall consist of those present, providing that all members of
the Board shall have been notified, in advance, of the meeting. The
acts of the majority of the Board present at a meeting at which a
quorum is present shall be the act of the Board. A majority vote of
the Board present is necessary to pass ordinary measures. All
measures shall be deemed ordinary except those proposing a
constitutional amendment to the by-laws.
Amendment to By-Laws.
An Amendment may be accomplished by a
two-thirds vote of the members present at the meeting. Only those
who have been members of this “CRC” for thirty days prior to the
proposal of such amendment may vote upon such. All members must be
notified at least seven days prior to voting, that amendments will
be discussed and voted on. Action of the Board. Any action that may
be taken at a meeting of the Board, or of a committee, may be taken
without a meeting of the Board or Committee, providing that a
consent in writing, setting forth the action to be taken, shall be
signed by all Board members or all of the Committee members (as the
case may be), before the action is taken. In certain cases when a
meeting is not possible, the President may poll the Board by
telephone to optain their votes on an action to be taken, provided
that a written report of the results of the poll and the action
taken are provided to the membership in a timely manner following
such a telephone poll.
Article 6. Committees.
Members appointed to chair these Committees shall be considered
Officers and serve on the Board of Directors while chairing their
committees for one year terms
Membership meeting / Education
Relations / Communication
- Grand Prix
Committee – one male and one female chair
The Board may appoint other Officers as necessary.
All Officers shall be appointed for one-year terms, extending from
March 1 through February 28 (29) of the year succeeding election.
Officers may be appointed to succeed themselves.
Article 7. Election of Board of Directors.
The Board of Directors shall be nominated by a Nominating Committee,
consisting of five persons appointed by the President. They shall
meet and compile a slate consisting of a nominee for each Board
position (except the President), each of whom shall have agreed in
advance of the election to serve in the position to which he/she is
nominated. In the fall of each year the Committee shall publish a
notice on the Club’s website stating they are taking nominations to
assure membership input. There shall be no nomination for the office
of President. That office shall be filled by the President-elect,
who shall succeed the President. The Board shall review and discuss
the slate of nominees, as presented, and shall have the power to
recommend changes in the slate.
The Board of Directors shall then present the
proposed Board slate at the February membership meeting of the “CRC”,
with the recommendation that the entire slate be accepted or
rejected by the membership in attendance. Nominations from the floor
will be accepted with prior approval of the nominee. A majority of
the votes cast shall be required to constitute election to an
office. The Board elected at the January membership meeting shall
take office March 1.
Article 8. Duties of Board of Directors and
The duties of the Board of Directors
and Committee Officers shall be those customarily associated with
such positions, and as outlined below:
The President shall preside at all meetings of the
Board and membership. He/She shall be empowered to conduct business
normally associated with the office and shall be empowered to call
meetings, both regular and special, as required by circumstances.
With the consent of the Board, the President shall serve as official
spokesperson for the organization in the conduct of routine business
and duties. The President shall serve a one-year term, from March 1
through February 28 (29) of the succeeding year, and shall not be
eligible to succeed himself/herself only if the president-elect
position is vacant.
The President-elect shall serve as President in the
absence of the President, and shall provide assistance as requested
by the President, in conducting the routine business of the “CRC”.
The President-elect shall automatically ascend to the office of
President without the requirements of an election on the expiration
of the term of the President.
The Secretary/Treasurer shall keep timely records of
business, and shall keep and update the roster and mailing list of
the membership. He/She shall keep correct and complete records of
financial account(s), showing accurately at all times the financial
condition of the “CRC”. He/She shall be the legal custodian of the
monies, notes, securities and other valuables that may from time to
time come into possession of the “CRC”. He/She shall immediately
deposit all funds of the “CRC” coming into his/her hands in some
reliable bank or other depository to be designated by the Board, and
shall keep this bank account in the name of the “CRC”. He/She shall
furnish at meetings of the Board, or whenever requested by the Board
or a member, a statement of the financial condition of the “CRC”,
and shall perform such other duties as the code of By-Laws may
provide or the Board may prescribe. The Secretary/Treasurer may be
required to furnish bond in such amount as may be determined by the
Board. All drafts, checks, notes, and securities executed by the
“CRC” shall require the signature of the Secretary/Treasurer.
Past-President shall serve as an advisor to the
President and perform tasks as assigned by the President.
The Membership meeting / education Director shall be
responsible for locating and paying for, with funds obtained from
the Secretary/Treasurer, a facility or facilities necessary for
regular meetings of the membership. He/She shall have the
responsibility of securing speakers and other entertainment for
membership meetings. He/She will solicit members to furnish
refreshments and other necessary supplies for all club meetings
without cost to “CRC”. He/She shall not obligate the “CRC”
financially or otherwise without permission from the Board.
The Public Relations Director shall be responsible
for promoting “CRC” activities. Duties shall include providing
speakers for schools and civic groups; provide press releases to
local newspapers, radio, tv; coordinate community projects. He/She
shall not obligate the “CRC” financially or otherwise without
permission from the Board.
The Webmaster will work closely with the board and
the public relations director to communicate Club information via
the Club website.
The Grand Prix Coordinators (male and female) will be
responsible for promoting the Club Grand Prix racing team to all
members. In addition, one of them will be required to represent the
Club on the Long distance running committee of the Arkansas RRCA.
The Equipment Manager shall be in charge of storage,
maintenance, and rental of any and all equipment owned by the “CRC”.
He/She shall keep adequate records of rental and return of the “CRC”
equipment and shall forward immediately the the Secretary/Treasurer
any and all monies received for such rental.
Article 9. Meetings.
Meetings of the membership shall be held monthly, unless otherwise
authorized by the Board. The purpose of these meetings is to provide
educational and networking opportunities to members and non-members
as well as to provide a forum to communicate important Club
Board meetings will be held the first month of each
quarter (January, April, July and October) at a minimum. Board
meetings are open to all members in good standing. Minutes from the
board meeting will be reviewed and approved in the following
membership meeting. The President is authorized to call special
meetings or to change temporarily the regular meeting date after
consultation with and approval of a majority of the Board. The
membership must be notified of any such changes. A quorum must exist
for the conduct of any such official “CRC” business at board
meetings, including but not limited to meetings for the election of
“CRC” Board of Directors. A quorum for such purposes shall consist
of the members in good standing present at a legally called meeting.
If a quorum so constituted is present at any membership meeting, a
majority of the members in good standing present as such meeting
shall be necessary to conduct official “CRC” business at such
Article 10. Finances.
The “CRC is a non-profit
organization. Dues, entry fees and other monies received by the
“CRC” shall be spend entirely for accomplishment of the objectives
and purposes of the “CRC”. No Board Director or Committee Officer
shall be compensated monetarily from funds of the “CRC” for his/her
service, nor shall any Board Director or Committee Officer accept
monetary compensation from an outside source for service performed
in the name of the “CRC”. In the event monetary compensation is
given a Board Director or Committee Officer for service performed in
the name of the “CRC”, such monies shall be placed in the treasury
of the “CRC”.
Dues shall be determined by a majority vote of
members present at a meeting at which a quorum exists.
The “CRC” may be affiliated with the Road Runners
Club of America (RRCA). If it has been determined by a majority vote
of members present at a meeting to affiliate with RRCA, “CRC” will
submit a portion of its annual dues to the RRCA as required for
membership in that organization.
Article 11. Dissolution.
In the event of dissolution of this “CRC”, the funds in the
treasury, after all creditors have been paid, shall go to the RRCA,
providing “CRC” is affiliated with RRCA at the time of dissolution.
Otherwise, the remaining funds shall be given to other physical
fitness organizations as determined by the Board.