CRC DRAFT BYLAWS

Since the club is about to cross over 400 members and in 2011, we are introducing a membership fee, it is important the leadership of the club continue to focus on sustainability and serving our members. As nature steps in our club growth, we are looking to join the Road Runners Club of America and adopt their bylaws. We have some liberty with their template that we have made throughout the document. If you are interested in some light reading, please take a peak and let us know what you think. The board of directors will be looking to approve the bylaws in January once all feedback has been received and incorporated into the document.

BYLAWS OF CHARLOTTE RUNNING CLUB
A MEMBER OF THE ROAD RUNNERS CLUB OF AMERICA, INC.

ARTICLE I – NAME
The name of this organization is the "Charlotte Running Club" ("CRC”).

ARTICLE II – PURPOSES
The CRCs stated purpose is to bring the expansive, diverse, and excited Charlotte running community together under one umbrella through group runs and social events.

ARTICLE III – ORGANIZATION AND MEMBERSHIP
The CRC consists of individuals who promote the club's vision and stated goal above.

To be a member of CRC, individuals must:
1. Pay CRC dues annually;
2. Be at least 12 years old;
3. Allow membership or participation without regard to race, creed, color, national origin, gender, sexual orientation, or physical condition,
4. Comply with CRC bylaws, rules, policies and procedures governing membership; and
5. Operate according to local, state and federal laws pertaining to such organizations and be an RRCA member in good standing at all times.

ARTICLE IV—DUES
Annual dues for membership are established by a majority vote of the CRC board of directors (“board”).

Members dues are paid by February 1 are considered to be in good standing. Those whose dues are not paid by February 1 are in arrears and cannot receive club benefits, including, but not limited to, the right to vote at CRC meetings, local running store discounts, and receipt of bi-weekly newsletter.

The number of members as of February 1 is the total on which the CRC annual dues for the following calendar year are calculated.

ARTICLE V – MEETINGS OF THE GENERAL MEMBERSHIP
A. Annual Meeting. An annual meeting of the CRC membership shall be held on a date and at a location determined by the CRC Board and shall be announced no less than two (2) months prior to the meeting.

B. 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 CRC Board.

C. Notice. Written notice stating the location, day and time of the meeting 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 member entitled to vote at the meeting.

D. Voting. Each club member shall be entitled to one vote.

E. Proxies. Club members unable to attend the membership meeting may designate an individual member of the club in their state as proxy.

F. Quorum. Four officers and 25 club members (and/or proxies) shall constitute a quorum.

G. Order of Business. The order of business at the annual meeting shall be as follows:
1. Call to Order
2. Roll-call
3. Action on minutes of preceding meeting
4. Reports, if any, of officers
5. Report of Board of Directors
6. Report of Committees
7. Unfinished business, if any
8. New business
9. Election of officers and directors (every other annual meeting, once every 2 years)
10. Announcement of location of succeeding annual meetings
11. Adjournment

H. Informal Action. Any action required or permitted to be taken at a meeting of members may be taken without a meeting if a consent or consents in writing setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing.

ARTICLE VI – BOARD OF DIRECTORS
The general membership elects eight people to serve as the CRC board of directors: president, vice president, treasurer, and five elected directors. The president appoints one of these eight people to serve as secretary.

A. Board responsibilities.
1. The board is the governing authority and has total oversight over the management of CRC affairs. It carries out all the objectives and purposes for which the CRC is organized. This general mandate includes, but is not limited to, setting CRC policy, financial oversight, strategic planning, fund raising, legal oversight, determining and monitoring the CRC’s programs and services, and elevating the CRC’s public image.
2. The board sets policies on all disputes and grievances.
3. The board may delegate to specific officers and/or members the powers provided for in these bylaws.

B. Elections.
1. Elections will be held every 2 years.
2. General rules.
a. All nominees for board positions must be members of the CRC. The president and vice president must be members of CRC for at least six months prior to election.
b. A board member may serve in only one board position at a time, except for the secretary.
c. A board member may accept 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, when the next convention is held. 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.
c. Consecutive years of service on the board (see art. VI.B.3.a) cannot exceed eight years.
d. After the maximum allowable period of service just described has been fulfilled, there is a mandatory period of being off the board for at least two years (see art. VI.B.3.a) before an individual is again eligible to serve on the board.
4. Nominating Procedure. See Article VIII.B.1.b.
5. Election process. At the annual meeting, each open position (see VI.B.1 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.

C. Board meetings. Robert's Rules of Order govern the proceedings of all board meetings, when not inconsistent with these bylaws.
1. The board holds at least one regular meeting each year, as called by the president. Additional (special) meetings may be called (a) by the president or (b) at the written request of at least one-third of the board.
2. Each board member is notified in writing or via email of the time and place of a meeting at least seven calendar days prior to the meeting.
3. Quorum. Five board members are a quorum for the transaction of business. The act of the majority of those present and voting is binding.
4. 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.
5. The board may act without meeting in person if consent, in writing or via email, setting forth the action so taken, is signed or agreed upon via email by all of the board members. The consent must show the board member’s signatures, either written or electronic.

E. Vacancies. No vacancy created by the resignation of a board member may be filled until the resignation has been submitted in writing or via email to the president.
1. If the office of the 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.
2. The president fills any vacancy in other board positions with an eligible person, although the board may, by majority vote, overrule any particular choice. That person fulfills the unexpired portion of the term.

F. Removal from Office.
1. As determined by a majority vote of the other board members, an officer or director may be removed from office for:
a) missing two consecutive regular board meetings without an excuse approved by a majority of the board; (b) illegal (unlawful) activity; or (c) not carrying out or fulfilling the duties of the position.
2. The appointed secretary may be relieved of secretarial duties and a different board member assigned to those duties by the president, although the board, by majority vote, may overrule any particular choice.
G. Duties of the president. The president (a) provides leadership to the board by proposing policies and practices, (b) presides at all board meetings and membership meetings, (c) oversees all of the CRC provisions, objects and purposes, (d) appoints the members (including chairpersons) of committees and task forces (but see Art. VIII.A.1), (e) recommends to the board the creation and disbanding of temporary committees, (f) is an ex-officio member of each committee except the Nominating Committee, (g) reports in writing with recommendations at the annual meeting, (h) delegates or assigns specific functions or program responsibilities to other members of the board (although the board may overrule any particular such action), and (i) performs all other duties that pertain to the office or that may be specified in these bylaws or specified by the board.
H. Duties of the 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 vice president 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 vice president also discharges such other duties as may from time to time be required of the vice president by the president or by the board.
I. Duties of the treasurer. The treasurer:
1. Ensures that CRC finances are managed according to generally accepted accounting principles (GAAP) for nonprofits and that funds are secured, deposited, invested, spent and reported according to the board's policies and procedures.
2. Is responsible for timely filing of tax returns.
3. May recommend that any or all of the above duties be delegated to employed staff, volunteers or independent professionals as the board may choose, provided, however, that the treasurer is responsible for oversight of such tasks.

J. Duties of the secretary. The secretary is responsible for: (a) recording the minutes of all board and membership meetings, (b) effectively managing and authenticating the CRC records, (c) verifying the voting list for the annual meeting, (d) counting ballots at the annual meeting, and (e) all other duties normally associated with the office of secretary.
Any or all of these secretarial duties may be delegated to employed staff, volunteers or independent professionals as the board may choose, provided, however, that the secretary remains responsible for oversight of these tasks.
K. Duties of directors. Directors fulfill the functions assigned by the president, the board, and as may be set forth in these bylaws.

VII. COMMITTEES AND OTHER SUPPORT GROUPS
The following remarks apply to all such groups; for brevity they are hereafter referred to as “committees” or “groups,” regardless of their function.

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 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 then 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 a 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. Committees and support groups. Committees and support groups include: (a) operational, 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. The board may take this action based on the recommendation of the president, executive director, a CRC member, or through its own deliberations.
2. Terms. All committees formed by the board continue until the next annual meeting, unless dissolved sooner by the board. After that annual meeting, all 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 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, etc.). Outcomes that do not meet with board approval may be returned to the group for justification, reconsideration, or further work as needed.

VIII. FINANCES
A. Contracts. The board may authorize any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the CRC with a majority vote by the board.

B. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the CRC are signed by authorized officers or employees and in accordance with policies and procedures adopted by the board.

C. General Funds. All monies are deposited to the credit of the CRC in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency.

The president 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.

The board is responsible for preparing an annual budget that is approved by majority vote of the board by no later than March 1 of each calendar year. The Treasurer shall maintain the budget and provide actual vs. budget updates at each board meeting. The budget shall be communicated to all club members and is available upon request to any club member.

The use of club funds must support the club purpose and receive majority approval from the board of directors in electronic approval. All club expenditures should be recorded against the budget. Reimbursement requires the submission of a receipt to the Treasure along with electronic approval from a majority of the board members.

ARTICLE IX - SAVINGS CLAUSE
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 CRC inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except that the CRC 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 CRC’s activities can be the carrying on of propaganda or otherwise attempting to influence legislation. The CRC 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 CRC 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 CRC, 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 a public purpose.
Any such assets not so disposed of will be disposed of by the circuit court of the county in which the CRC’s 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 RRCA director or officer, or other such persons so designated at the discretion of the board, or the legal representative of such person, is indemnified by the RRCA 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
A. 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 or via email to the CRC board at least 30 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 (d) the board returns the proposal along with its position so that both the proposal and board position can be included in the notice of the annual meeting.
In emergency or extraordinary situations, as defined by the board, the board (by two-thirds [2/3] vote of the entire board) may waive the 30-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the annual meeting. In such emergency cases the board must communicate the proposed amendment and board position to the membership at least 5 days prior to the meeting.
B. 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.
C. Effective Date. An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.
D. Codification. The board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the CRC, 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.