BYLAWS OF THE NORTHERN VIRGINIA RUNNING CLUB
Approved December 6, 2018
The name of the organization shall be “Northern Virginia Running Club” 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. Its mission statement is “To enhance our members’ enjoyment of the sport of running.” In furtherance of our purpose, the Club hosts track practices, tempo runs, and training runs on the road and/or track, 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 overall healthy lifestyle of the people in our 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. The 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 a rolling annual basis starting from the date of 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 in certain events at the discretion of club/event leadership). Individuals, families, and groups 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 sign a waiver of liability for participation in all Club activities. The Club’s code of conduct for track practices and other events is below:
- Strictly adhere to the Club’s track etiquette guidelines
- Be encouraging and supportive to your fellow runners
- Talk to the Coach or President if you have questions or concerns, before the workout if possible
- No foul, abusive, or threatening language
The Club shall maintain the following membership types:
- Individual membership. Eligibility includes any person who completes an annual application for membership, follows the Club’s code of conduct, signs a waiver of liability for participation in all Club activities, and pays membership dues within the allotted timeframe.
- Family membership. Eligibility includes any group of individuals that each meet the restrictions of the individual membership and share ties of blood, marriage, and/or adoption while dwelling in the same household.
The Club can institute additional types of membership as necessary through a majority vote of the Board. Additional types of membership could include but are not limited to youth, corporate, and honorary.
The annual dues rate for the Club membership will be set on an annual basis by the Board and shared with the membership as part of the regular join and renew process for the Club.
VI. MEETING OF THE MEMBERSHIP
The members of the Club shall convene for an annual meeting at a date and time established by the Board of Directors that is no more than four weeks after the start of the Club’s fiscal year. The Club’s fiscal year runs from January 1st through December 31st of each year. Quarterly meetings, inclusive of the annual meeting, shall be held unless a quorum cannot be established in that quarter. Quorum at the annual meeting shall be ten (10) members. The annual meeting shall establish the dues, general budget, Club election results, and voting process for the following year.
VII. BOARD MEMBERS AND ELECTIONS
The general membership elects the following Board of Directors annually: President, Vice President, and Treasurer. Additional Board Members shall serve as “Board Coordinators,” the number and responsibilities of which shall be established by a majority approval of the current Board on an annual basis at the last quarterly meeting of the previous fiscal year. Board Coordinators shall be elected by the general membership and shall have all the same voting powers as the Board of Directors.
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, establishing rules, codes of conduct, 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 Directors Members and Duties:
1. President – The President is responsible for serving as the general spokesperson for the Club and leading the organization and operations of regular Club activities including, but not limited to or specifically requiring: weekly track practices and tempo runs, assisting with special events, writing the President’s Message in the weekly newsletter, supporting the Coach and Membership Coordinator in recruiting and responding to inquiries from interested members, supporting the Social Media Coordinator with social media and communications efforts, convening and presiding over regularly scheduled Board meetings, representing the Club with the RRCA, appointing committees, and overseeing the work of the other Board Members.
2. Vice-President – The Vice President is responsible for assisting with regular club activities, including but not limited to or specifically requiring: assisting with weekly track practices and tempo runs, special events, and social media and communications efforts; taking minutes at the quarterly Board meetings; and assuming the duties of the President in the event of resignation, absence, or incapacity of the President. The Vice President may also chair special committees as designated by the Board.
3. Treasurer – The Treasurer is responsible for preparing the annual Club budget and financial forecasting; managing and safeguarding the bank deposits; anticipating and reporting financial problems; managing Club payments and expenses; helping to develop fundraising plans; ensuring federal, state, and local reporting takes place as necessary; and making reasonable financial information available to Board members and the public upon request.
C. Eligibility: All Board Members must be dues paying members of the organization and in good standing. Board members are expected to attend the annual and quarterly meetings.
D. Term of Office: Term of office shall be one year (12 months), beginning at the close of the annual membership meeting. The president will appoint any board seat vacated during a term, with simple majority approval by the remaining 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.
E. Elections: All Board Members shall be elected by a majority vote of the participating Club membership. The Board of Directors shall reserve the right to vote on business and conduct Board Member elections via electronic vote. Only the President shall have the authority to call for an electronic vote, establish the guidelines for that vote, and extend the period of that vote in the event of unforeseen circumstances. All electronic voting opportunities shall be available to the membership for a minimum of one week. Proxy voting will not be available.
F. 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 Members present at the quarterly and annual meetings is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment and removal of a Board Member before the end of Term of Office. Removal of a Board Member before the end of Term of Office for any purpose shall require a majority approval of the Board of Directors and a majority approval of all Board Coordinators. Except for the Board of Directors, a Board position may remain vacant if none of the membership decides to run for said Board position during the election of the Board. The vacant position may be appointed by the Board by majority approval of all Board members, or the duties of the position may be distributed among the active Board members. A quorum at quarterly meetings shall consist of a simple majority of the Board of Directors. No official meeting shall be held unless a quorum is present.
VIII. COMMITTEES & TASK FORCES
The Board has the authority to create committees and task forces, appoint members to those committees and task forces, 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. The Board has oversight duties with regard to the final rejection or acceptance of the actions of a committee or task force.
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 following a vote as outlined in Procedural Requirements (VII.F.).
X. SAVINGS CLAUSE
Failure of literal or complete compliance with provisions of the bylaws with respect to dates, times, and notices, 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.
XI. 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.
XII. AMENDMENTS TO THESE BYLAWS
These bylaws may be amended by two-thirds of those voting in a special electronic vote called for by the President, as follows: (a) a proposed amendment must be submitted in writing to the Club president; (b) the Board, by majority vote, determines its position for, against, or for with a recommended change at the next quarterly meeting; and (c) the Board returns the proposal along with its position in the notice of the special electronic vote. The electronic vote shall be opened within two months of the quarterly meeting at which it was discussed.
In emergency or extraordinary situations, as defined by the Board, the Board (by two-thirds [2/3] vote of the entire Board) may determine its position on a proposed amendment for, against, or for with a recommended change before the next quarterly meeting. The President may also call for a special electronic vote immediately following the Board’s determination. In such emergency cases the Board must communicate the proposed amendment and Board position to the membership at the opening time of the special electronic vote.
A proposed amendment that has not been recommended by the Board and has been defeated at a quarterly 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.