A. The name of this organization shall be the Conway Running Club, Incorporated (“CRC”).
A.
The period of duration of the “CRC” is
perpetual.
A. The purpose of the “CRC” shall be to operate exclusively for those charitable and educational purposes specified in Section 501 (c) (3) of the Internal Revenue Code.
B.
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 its benefits.
C. 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.
D.
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.
A.
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.
B.
The “CRC” shall have only one type of member.
All members in good standing shall have the right to vote. A member who has
paid the required membership dues will be considered a member in good standing.
A.
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; Treasurer; Secretary; Immediate Past
President; and Officers appointed to head committees.
B.
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 member(s).
C.
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.
D.
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.
E. Amendment to By-Laws.
1. An Amendment may be accomplished by a two-thirds vote of the members present at the meeting.
2. Only those who have been members of this “CRC” for thirty days prior to the proposal of such amendment may vote upon such.
3. All members must be notified at least seven days prior to voting, that amendments will be discussed and voted on.
F.
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 obtain 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.
A.
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 / Running
Education
·
Public Relations /
Communication / Marketing (e.g.
Social Media, Publications)
· Webmaster
·
Social Committee
·
Equipment Committee
·
Grand Prix Committee – (typically
- one male and one female chair, also includes participation
on external Long Distance Running Committees)
B.
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 the
annual election. Annual elections are normally
held in March but may be held as specified by the board during
extenuating conditions. Officers may be appointed to
succeed themselves.
A.
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.
B. 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.
A.
The duties of the Board of Directors and
Committee Officers shall be those customarily associated with such positions,
and as outlined below:
1. 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 ifunless
the president-elect position is vacant.
2. 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.
3. The
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 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 Treasurer.
4. The Secretary shall keep a record of all meetings of the board and of the membership and will be the custodian of the non-financial records of the CRC. This includes the bylaws, meeting minutes, etc.
5.
Immediate
Past-President shall serve as an advisor to the President and
perform tasks as assigned by the President.
6.
The Membership
meeting / education Running
Education Director Chair shall
be responsible for locating and paying for, with funds obtained from the
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.
7.
The Public
Relations / Communications / Marketing Director Chair shall
be responsible for promoting “CRC” activities. Duties shall include maintenance
of CRC’s Social Internet Sites (e.g.
Facebook and Website), 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.
8. The
Webmaster will work closely with the
board and the public relations director chair to
communicate Club information via the Club website.
9.
The Social Committee Chair will plan, organize and present
social functions to the board for approval.
Upon approval of funding the Social Committee Chair will
coordinate CRC social functions.
10. The
Equipment Manager Committee Chair 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 Treasurer any and all
monies received for such rental.
11.
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 themthis committee will be required
to representresponsible for representing the
Club”CRC” on the Long distance Distance
running Running committee
Committee of the Arkansas RRCA or
any other external distance running committees.
A.
Meetings of the membership shall be held monthly,
unless otherwise authorized by the Board. The president is
authorized to call special meetings or to change temporarily
the regular meeting schedule after consulting with and approval of the majority
of the Board. A
quorum must exist for the conduct of any such official “CRC”
business at membership meetings, including but not limited to meetings for the
election of “CRC” board of Directors. A quorum for any membership
meetings shall consist of the members in good
standing (e.g. dues paid) 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 at such meeting shall be necessary to conduct official
“CRC” business at such meeting. 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 information.
A.
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 meeting.
A.
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”.
B.
Dues shall be determined by a majority vote of
members present at a meeting at which a quorum exists.
C.
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.
A.
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.