BYLAWS OF THE GLASTONBURY RIVER RUNNERS, INC.
Proposed to GRR Membership on August 2019/Approved Sept 2019
CONTENTS:
I. Name
II. Purposes
III. Organization and Membership
IV. Dues
V. Meetings of the Membership
VI. Board of Directors/Support Committees
VII. Savings Clause
VIII. Tax status requirements and dissolution
IX. Indemnification
X. Amendments
ARTICLE I — NAME
The name of this organization is the "Glastonbury River Runners, Incorporated" ("GRR”).
ARTICLE II — PURPOSES
The Glastonbury River Runners promote running for health, camaraderie, and competition for
runners of all ages and abilities. We provide a supportive, friendly environment that encourages
each of us to achieve our personal best. In addition to organizing and supporting local events, we
also cooperate with other organizations to foster health and wellness as well as physical activity in the region.
ARTICLE III — ORGANIZATION AND MEMBERSHIP
The GRR consists of individuals who advocate the mission and fitness purposes described above.
Each individual member must:
Annual dues for all membership categories are established by the GRR Board of Directors. Dues increases of more than 5% in a year must be approved by a majority vote of the Directors.
Members whose annual dues are paid by Feb 1 are considered to be in good standing. Those whose dues are not paid by Feb 1st are in arrears and will lose club privileges of membership.
ARTICLE V- MEETINGS OF THE GENERAL MEMBERSHIP
b) illegal (unlawful) activity or actions deemed detrimental to the GRR mission; or
c) not carrying out or fulfilling the duties of the position.
Board Duties.
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.
ARTICLE X – TAX STATUS REQUIREMENTS AND DISSOLUTION
No part of the net earnings of the GRR inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except the GRR may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article II. The GRR 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 provisions of these articles, the GRR 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 5 01(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 GRR, the board will distribute the assets (a) for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code; or (b) to the federal government, or to a state or local government, for public purpose.
Any such assets not so disposed of will be disposed of by the circuit court of the county in which GRR principal office is located. Such assets must be solely for purposes or to organization(s) that said Court determines operate exclusively for the tax-exempt or public purposes, as just described.
ARTICLE XI - INDEMNIFICATION
Any former or current GRR director or officer, or other such persons so designated at the discretion of the board, or the legal representation of such person, is indemnified by the GRR against all reasonable costs, expenses and counsel fees, paid or incurred in connection with any action, suit, or proceeding to which any such person or his/her legal representative may be made a party by reason of his being or having been such a director or officer, or serving or having served the corporation, except in relation to matters as to which he is found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.
ARTICLE XII - AMENDMENTS
Proposed to GRR Membership on August 2019/Approved Sept 2019
CONTENTS:
I. Name
II. Purposes
III. Organization and Membership
IV. Dues
V. Meetings of the Membership
VI. Board of Directors/Support Committees
VII. Savings Clause
VIII. Tax status requirements and dissolution
IX. Indemnification
X. Amendments
ARTICLE I — NAME
The name of this organization is the "Glastonbury River Runners, Incorporated" ("GRR”).
ARTICLE II — PURPOSES
The Glastonbury River Runners promote running for health, camaraderie, and competition for
runners of all ages and abilities. We provide a supportive, friendly environment that encourages
each of us to achieve our personal best. In addition to organizing and supporting local events, we
also cooperate with other organizations to foster health and wellness as well as physical activity in the region.
ARTICLE III — ORGANIZATION AND MEMBERSHIP
The GRR consists of individuals who advocate the mission and fitness purposes described above.
Each individual member must:
- Have an interest in promoting running as a sport and as healthful exercise
- Pay GRR dues
- Comply with GRR bylaws, rules, policies and procedures governing membership.
- Allows membership or participation without regard to race, creed, color, national origin, gender, sexual orientation, or physical condition.
- Operates according to local, state, and federal laws pertaining to such organizations.
- Is recognized as a member in good standing with the Road Runners Club of America and USATF.
- Is recognized as a nonprofit organization through the RRCA nonprofit group exemption.
- Has adopted bylaws.
- Has a Board of Directors consisting of seven members including Executive Positions of President, Vice President, Treasurer, and Secretary.
- Conducts democratic elections regularly.
- Provides a financial report of club operations to the membership annually.
Annual dues for all membership categories are established by the GRR Board of Directors. Dues increases of more than 5% in a year must be approved by a majority vote of the Directors.
Members whose annual dues are paid by Feb 1 are considered to be in good standing. Those whose dues are not paid by Feb 1st are in arrears and will lose club privileges of membership.
ARTICLE V- MEETINGS OF THE GENERAL MEMBERSHIP
- Annual Meeting. An annual meeting of the GRR membership shall be held on a date and at a location determined by the GRR Board and shall be announced no less than 30 days prior to the meeting.
- Special Meetings. Other meetings may be conducted as deemed necessary by the President. The President shall call a membership meeting upon the written request of not less than twenty-five percent of the total membership or by a majority of the GRR Board.
- Notice. Electronic notice (or if requested, written notice) stating the location, day and time of meetings and, in case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten nor more than fifty days prior to the date of the meeting to each club member.
- Voting. Each individual member in good standing shall be entitled to one vote for election of board positions at the annual meeting. For those joining as households, each identified member of said household over the age of fifteen shall be entitled to an individual vote. Anyone not in attendance at the annual meeting or special meeting will have the option of voting by proxy.
- Club related decisions regarding financial decisions of significance ($500 or more) will require majority vote of board members. Those times when urgency of decision is required, proxy vote of the board may be used when necessary.
- Board responsibilities. The board is the governing body that carries out strategic monitoring the GRR’s programs and services, and elevating the GRR’s public image. The board sets policies on all disputes and grievances. The board may delegate to specific officers and committees the powers provided for in these bylaws, including such measures as financial oversight, legal oversight, social event planning, fundraising, programs and annual elections.
- The seven board members are divided into two groups for elections. Club President, Vice President, Treasurer, Secretary, are elected for terms starting in even numbered years; The three at-large directors are elected in odd numbered years. Should a board member be elected into an Executive Position, the remainder of their term as an at-large director will then be open for election in advance of the subsequent annual meeting.
- The President and Vice President must be members of GRR for at least six months prior to election. A board member may serve in only one board position at a time.
- Quorum. For a Board of Directors meeting, four directors present shall constitute a quorum.
- The board agrees to act in good faith of the membership at all times as advocates for the club's mission, both to the membership and externally.
- Order of Business. The order of business at the annual meeting shall be as follows: Call to Order, Reports of officers, Report of Board of Directors, Report of Committees and Programs, Election of officers and directors, Adjournment
- Election process. Prior to the annual meeting, each open position (see above) 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 at the annual meeting and voted on by those in attendance only. Proxy votes will not be taken in the case of a run-off.
- Regularly Scheduled Board Meetings. For decisions made on club action, the act of the majority of those present and voting is binding. Board members may attend a meeting by telephonic or similar equipment by means of which everyone participating in the meeting can hear each other. A board member participating in a meeting by this means is deemed to be present in person at the meeting. The board may act without meeting in person if consent, in writing, setting forth the action so taken, is agreed to by all of current board members. A portion of each board meeting will be reserved for any club member in good standing to bring business before the Board.
- Board Vacancies. No vacancy created by the resignation of a board member may be filled until the resignation has been submitted in writing to the Club President. If the office of President becomes vacant, the vice president may choose to become president to fulfill the unexpired portion of the term. The vice president must decide within seven days after the vacancy occurs. If the Vice president declines the position, the Vice President convenes a special meeting of the board to elect a person to fulfill the unexpired portion of the term. The meeting must take place within 30 days after the vacancy has occurred. The Board has the right to fill any vacancy in other board or executive positions with an eligible club member. That person fulfills the unexpired current year of the term, which will then be open to a sub-election at the annual meeting as discussed above.
- Removal from the Board. As determined by a majority vote of the other board members, an officer or director may be removed from office for:
b) illegal (unlawful) activity or actions deemed detrimental to the GRR mission; or
c) not carrying out or fulfilling the duties of the position.
Board Duties.
- President- Primarily responsible for leading the club and keeping the Club is good standing to the public. The President must (a) treat the club with a dedication to club mission (b) presides at all board meetings and membership meetings, (c) oversees all of the RRCA provisions, objects and purposes, (d) is held accountable for any and all financial decisions of the club. (e) serves as an ex-officio member of each club committee (f) reports in writing with recommendations at the annual meeting, (g) delegates or assigns specific functions or program responsibilities to other members of the board (although the board may overrule any particular such action with a voting majority), and (h) performs all other duties that pertain to the office or that may be specified in these bylaws or specified by the board.
- Vice President- In the absence of the President or in the event of the President’s disability or refusal to act (as agreed upon by at least a majority of the board), the VP performs the duties of the president, and when so acting, has all the powers of and is subject to all restrictions of the President. The VP also discharges such other duties as may from time to time be required of the vice president by the president or by the board.
- Treasurer- The primary responsibility of the treasurer is to ensures that club finances are managed according to acceptable principles for nonprofits and that funds are secured, deposited, invested, spent and recorded according to the board's policies and procedures. Other responsibilities include the timely filing of tax returns and recommendation of any or all of the above duties to be delegated as necessary to other board staff, volunteers or independent professionals as the board may choose, provided, however, that the treasurer is responsible for oversight of such tasks.
- Secretary- The secretary is responsible for: (a) recording the minutes of all board and membership meetings, (b) effectively managing and authenticating the RRCA records in regards to membership, (с) verifying the voting list for the annual meeting in cooperation with the Treasurer, (d) confirming ballots at the annual meeting, and (e) all other duties normally associated with the office of secretary.
- Directors at Large. Directors fulfill the functions assigned by the president, the board, and as may be set forth in these bylaws. The following remarks apply to all such groups; for brevity they are hereafter referred to as “committees” or “groups,” regardless of their function.
- General Rules
- The president has sole authority to appoint members (including chairpersons) of a committee.
- Length of service of committee members. Members are to be appointed promptly after the annual meeting. Length of service to each committee ends at the end of the next annual meeting wherein the President may reappoint selected members and appoint new members as needed.
- Permanent (“standing”) committees.
- Audit and Finance Committee. The chairperson of this committee is the GRR Treasurer. Other members will include at least one other GRR Board Member and/or 1-3 club members, not to exceed 5 individuals. The Audit and Finance Committee ensures creation and evaluation of the club’s budget. The committee recommends Annual Dues for Membership, Initiates and Oversees Annual Audit, Recommends Financial Policy and Reports to the Board on Financial Aspects.
- GRR5K Committee. This committee consists of two members who are responsible for the leadership of the Club’s two training sessions of the Get Ready to Run Program (Spring/Fall). GRR5K Committee is responsible for maintaining correspondence with GRR5K participants. The committee recommends various professionals, program updates, route improvements, etc. to the board to maintain strength of the GRR5K program.
- Other Committees
- 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, etc.). Outcomes that do not meet with board approval may be returned to the group for justification, reconsideration, or further work as needed.
- Contracts. 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 GRR.
- Checks. All checks, drafts or other orders for the payment of money, notes or other evidences and indebtedness issued in the name of the GRR are to be signed by authorized officers in accordance with policies and procedures as adopted by the board.
- General Funds. All monies are deposited to the credit of the GRR in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency. The President is required to review the status of the Annual Fund regularly. He or she, with proper consultation of the Treasurer may determine proper amounts necessary for routine operating expenses. Should excess funds be available, these may be invested or distributed to additional club beneficiaries as authorized by board majority.
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.
ARTICLE X – TAX STATUS REQUIREMENTS AND DISSOLUTION
No part of the net earnings of the GRR inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except the GRR may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article II. The GRR 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 provisions of these articles, the GRR 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 5 01(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 GRR, the board will distribute the assets (a) for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code; or (b) to the federal government, or to a state or local government, for public purpose.
Any such assets not so disposed of will be disposed of by the circuit court of the county in which GRR principal office is located. Such assets must be solely for purposes or to organization(s) that said Court determines operate exclusively for the tax-exempt or public purposes, as just described.
ARTICLE XI - INDEMNIFICATION
Any former or current GRR director or officer, or other such persons so designated at the discretion of the board, or the legal representation of such person, is indemnified by the GRR against all reasonable costs, expenses and counsel fees, paid or incurred in connection with any action, suit, or proceeding to which any such person or his/her legal representative may be made a party by reason of his being or having been such a director or officer, or serving or having served the corporation, except in relation to matters as to which he is found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.
ARTICLE XII - AMENDMENTS
- Procedure. These bylaws may be amended by two-thirds of those voting at an annual meeting as follows: (a) a proposed amendment must be submitted in writing to the GRR Board at least 60 days preceding the annual meeting; (b) the Board may consult with the originator regarding possible editing, interpretations and modifications; (c) the Board by majority vote determines its position for, against, or for with a recommended change; and (e) the proposal and board position are then to be included in the notice of the annual meeting.
- Resubmission. A proposed amendment, which has not been recommended by the board and has been defeated at the annual 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.
- Effective Date. An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.
- Codification. The board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the GRR, 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.
- Review of Bylaws. The Board will appoint a committee every five years for the purpose of reviewing the bylaws. This committee will then recommend to the Board changes and updates to the bylaws as it deems necessary and desirable. Such recommendations will be approved or further amended by the Board and then included on the agenda for the annual meeting and become effective upon approval of the membership by a simple majority.