RHODE ISLAND ROAD RUNNERS BY LAWS
ARTICLE I – NAME
The name of the organization is Rhode Island Road Runners Club (hereinafter referred to as “Club”).
ARTICLE II – PURPOSES
The Club is organized for such charitable and educational purposes as may qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law.) More specifically, such purposes include, but are not limited to the promotion and encouragement of running and the education of the public to its benefits. The Club is organized to provide and promote camaraderie among men and women of all ages with a common interest in running or walking, either competitively or recreationally.
ARTICLE III – PROHIBITED ACTIVITIES
No part of the net earnings of the Club shall inure to the benefit of its members, directors, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Club shall be the carrying on of the propaganda or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law.)
No member or officer of the Club shall be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the Club, nor in any transaction for furnishing services, facilities or supplies to the Club for compensation, unless the fact of such interest be known to the Executive Board (hereinafter referred to as “Board”) and unless such agreement or transaction shall be authorized by the Officers who have no interest, direct or indirect, in such agreement or transaction.
ARTICLE IV – OFFICES
The address of the principal office of the Club is that of the current Club President. The Club may maintain additional offices at other places as the Board chooses to designate.
ARTICLE V – MEMBERSHIP
SECTION 1. CLASSES OF MEMBERSHIP. There shall be three classes of membership: regular, family, and associate. Any member of the immediate household holding a family membership shall be entitled to all privileges of membership, except that the family membership is entitled to a single Newsletter and a separate vote for each member over the age of 15. The Board, by majority vote, may award Associate memberships to deserving individuals. Associate memberships may be offered to members of other entities and would include limited benefits of full Club membership. Associate members have no voting rights, may not hold office, pay no dues, and are approved annually by the Board.
SECTION 2. DUES. The annual dues for each class of membership shall be determined by the Club membership, and voted on annually. For a member to remain in good standing, renewal payment is due and must be received by the Treasurer by the end of the first fiscal month of the year.
SECTION 3. LIMITATION OF AUTHORITY. Except as otherwise specified in these Bylaws, no member shall act in the name of the Club or take any action that would bind the Club.
ARTICLE VI – MEMBERSHIP MEETINGS
SECTION 1. ANNUAL MEETING. Annual meetings of members for the election of Officers and for such other business as may be stated in the notice of the meeting, or as may properly come before the meeting, shall be held at such places, either within or without the State of Rhode Island, and at such times and dates as the Board, by majority vote, shall determine and as set forth in the notice of meeting. Notice of these meetings, stating the date, hour, and location, shall be by publication in the Newsletter. In the absence of a Board determination, the Annual Meeting shall be held on the second Tuesday of February.
SECTION 2. SPECIAL MEETINGS. Special Membership Meetings may be called by the President, the Board or a signed petition of thirty (30) members in good standing. Notice of a Special Membership Meeting, stating the date and hour of the meeting and the place where it is to be held, shall be given the publication in the Newsletter or by a mailing to all regular members and shall state the purpose of the meeting. No business other than that stated in the notice shall be transacted.
SECTION 3. QUORUM. The members in good standing attending at an Annual or Special Membership Meeting shall constitute a quorum.
SECTION 4. PROXIES. No member may vote by proxy at an Annual or Special Membership Meeting.
SECTION 5. ELECTIONS. In or before January of each year, the President shall appoint a Nominating Committee, which shall assess the personnel requirements and resources of the Club. The Nominating Committee shall identify at least one willing candidate for each elected position. The Nominating Committee shall make public its initial slate in sufficient time to permit other candidates to submit petitions. A candidate may appear on the ballot if either he or she is nominated by the Nominating Committee or he or she files a signed nominating petition signed by 1 other member in good standing with the Chairman of the Nominating Committee at least ten days prior to the Annual Meeting. No member shall be eligible for election unless his or her name appears on the ballot for that office (i.e., there shall be no additional nominations from the floor.)
SECTION 6. VOTING. Members in good standing must be present at a Membership meeting in order to vote.
ARTICLE VII – EXECUTIVE BOARD
SECTION 1. COMPOSITION. The number of Board members shall be seven. The Board shall consist of: President, Vice President, Secretary, and Treasurer, The Media Director, Awards Director, and the Membership Director shall serve as ex officio voting members of the Board.
SECTION 2. TERM. Board members shall serve until the last day of February of the year following their election and until their successors are elected and qualify. There are no term limits.
SECTION 3. REMOVAL. An elected Officer may be removed at any time, with or without cause, either at an Annual or Special Membership Meeting called for such purpose. A quorum being present, an Officer may be removed by majority vote of members in good standing present and voting.
SECTION 4. VACANCIES. Upon the resignation or removal of an elected Officer, that Officer position shall be declared vacant. The remaining Officers in office, though less than a quorum by majority vote, may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board shall be held monthly, unless otherwise determined by the Board. Regular meetings shall be held, at such time and place as may be determined by the Board, with 7 days notice.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board may be called by the President, Vice President, or two or more Officers on seven (7) days notice to each Officer, if such notice is delivered personally, by telegram or telephone; or on fourteen (14) days notice if sent by mail or published in the Newsletter. No business other than that stated in such notice shall be conducted.
SECTION 7. CONDUCT OF MEETINGS. The President, or in his or her absence the Vice President, shall preside at meetings of the Board. The Secretary, or such other person as the presiding officer may appoint, shall record the minutes of the meeting. A majority of the Officers currently in office (not counting vacancies) shall constitute a quorum. Meetings of the Board shall be open to all members, except that upon majority vote, the Board may enter executive session to transact business which the Board determines to be confidential.
SECTION 8. ACTION BY CONSENT OR BY TELEPHONE. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent to such action is signed by all members of the Board and such written consent is filed with the minutes of the proceedings of the Board. The Board may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all Officers participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at such meeting.
SECTION 9. PROXIES
No Officer may vote by proxy at a meeting of the Board.
ARTICLE VIII – OFFICERS
SECTION 1. DESIGNATION AND TENURE. The officers of the Club shall be the President, Vice President, the Secretary, the Treasurer, Media Director, Awards Director, and Membership Director. No member shall concurrently hold the office of President, Vice President, Secretary, or Treasurer. The President shall have the power to appoint all officers not chosen by election. An officer shall serve a term of the last day of February of the year following their eletion and until a successor is appointed, or until a successor is elected and qualifies for the Board.
SECTION 2. PRESIDENT. The President shall be the chief executive officer of the Club, and shall have general charge of the business, affairs, and property of the Club with general supervision over its other officers and agents. The President shall preside at all Membership and Board meetings and shall see that all resolutions of the Board are carried into effect.
SECTION 3. VICE PRESIDENT. The Vice President shall serve as an assistant to the President and shall oversee and coordinate such programs, activities, and other duties as may be delegated by the Board or the President. In the absence of the President or in the event of the President’s disability, the Vice President shall perform the duties and exercise the powers of the President.
SECTION 4. SECRETARY. The Secretary shall give, or cause to be given, notice of Special Membership Meetings and of Special Board meetings. The Secretary shall keep the minutes of the meetings of the members and the Board. The Secretary shall send copies of the minutes of all meetings to the Board and shall also see that the books, reports, statements and all other documents required by law are properly kept and filed. The Secretary shall perform such other duties as may be delegated by the President or the Board. The Secretary may appoint one or more assistants.
SECTION 5. TREASURER. The Treasurer shall have custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Club and shall deposit all moneys and other valuable effects in the name and to the credit of the Club in such depositories as may be designated by the Board. The Treasurer shall have the authority to disburse checks as provided in Article IX hereof. The Treasurer shall maintain a system of internal fiscal control and shall report regularly to the Board on the expenses and financial condition of the Club. The Treasurer shall perform such other duties as may be delegated by the President or the Board. The Treasurer may appoint one or more assistants.
SECTION 6. MEDIA DIRECTOR. The Media Director shall, subject to the general policy direction of the Board, be responsible for the Newsletter’s substantive and advertising content and its publication on a regular basis, and shall perform such other duties as may be delegated by the President or the Board. The Media Director may appoint one or more assistants.
SECTION 7. MEMBERSHIP DIRECTOR. The Membership Director shall maintain the official roster of members, shall issue membership certificates, and shall perform such other duties as may be delegated by the President or the Board. The Membership Director may appoint one or more assistants. The Membership Director shall maintain and coordinate the distribution of a Club brochure which shall include a membership application
SECTION 8. AWARDS DIRECTOR. The Awards Director shall annually propose a slate of Award Recipients to the Board for consideration. Awards may include, but are not limited to Iron Man/Woman, New England Cup, and others as proposed by the Awards Director and approved by the Board. The Awards Director may appoint one or more assistants.
ARTICLE IX – FISCAL CONTROL
SECTION 1. DISBURSEMENTS. Disbursements over $25.00 shall be made only by check. Any disbursement over $5.00 shall be supported by voucher or receipt. All checks in an amount in excess of $2,000, drafts, notes, and evidence of indebtedness of the Club shall be signed by the Treasurer and either the President or Vice President. However, checks in an amount not to exceed $2,000 may be signed by either the Treasurer, the President, or the Vice President.
SECTION 2. ANNUAL BUDGET. Prior to the commencement of each fiscal year, the Board shall prepare an estimated budget for the following fiscal year.
SECTION 3. FISCAL YEAR. The fiscal year of the Club shall be from January 1 to December 31.
SECTION 4. CAPITAL EXPENDITURES. Capital expenditures in excess of $1,000 must be approved by a majority of those present and voting at a Membership Meeting.
ARTICLE X – NOTICE
SECTION 1. FORM OF NOTICE. Whenever under the provision of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any Officer or member, such notice may be given by publication in the Newsletter or in writing, by mail addressed to such officer or member, at his post office address as it appears on the records of the Club. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be given by combination of posting on the Club website and email notification at his/her email address as it appears on the records of the Club.
SECTION 2. WAIVER. Whenever notice is required under the provision of law, the Articles of Incorporation or these Bylaws, a written waiver of the notice, signed by the person entitled to the notice, whether before or after the fact, shall be deemed to be the equivalent of such notice. Any member or Officer who attends a meeting, without protesting the commencement of the meeting or the lack of notice shall be conclusively deemed to have waived notice of such meetings.
ARTICLE XI – AMENDMENT
The membership may amend these Bylaws at any Membership Meeting by an affirmative two-thirds majority of those present and voting. Notice of all Bylaw amendments shall be published in the Newsletter.
ARTICLE XII – DISSOLUTION
In the event of the dissolution of the Club, the funds in the treasury, after all creditors have been paid, shall go to the Road Runners Club of America.
ARTICLE XIII – BOSTON MARATHON LOTTERY PROCEDURES
The Club annually receives Applications for entry to the Boston Marathon which are exempt from regular time qualifying standards. The club shall maintain membership in whatever organization necessary in order to retain eligibility for receipt of said Applications.
When the Applications are received, it will be the responsibility of the Membership Director or their appointed representative to coordinate their submission according to the following guidelines:
A deadline for an eligible member to submit their name for consideration for an application will be set and publicized.
Members may not receive an Application in consecutive years except as set forth below.
Eligible members will have maintained Club Membership in good standing for at least 6 months prior to the distribution.
In the event that the number of submitting eligible members equals the number of available applications, no lottery is necessary. Each member shall receive an Application.
In the event that the number of members submitting their name for consideration exceeds the number of available applications, a lottery will be conducted to determine the recipients. Each eligible member will receive one chance for each consecutive year for which they have submitted their interest but not received an Application from the Club.
All entered names will be drawn and the order recorded by the Secretary. Members selected for the entry will have 7 calendar days from the date of the drawing to meet with the Membership Director to provide both the registration information and registration fee to the Club or forfeit their eligibility. Application will then be up for redistribution. Redistribution will be according to the order in which names were drawn and each subsequent member will have 7 calendar days to complete their payment and registration with the Membership Director. In the event that the number of Applications exceeds the number of submitted members, whether that be at the time of initial distribution or following redistribution, initial eligibility requirements will be waived and distribution will occur to those submitting their names. In the event that a second lottery is necessary, it will be conducted according to the initial lottery procedures.
In the event that the number of applications exceeds the number of interested members, the Membership Director shall be responsible to actively recruit interested persons. The only requirement for said persons to receive an Application will be to submit their application for membership to the Club.
All lotteries will be conducted using some sort of machinated number selection apparatus. The Membership Director will be responsible for submitting the completed entries and registration fees to BAA.
AMENDMENT I – CLUB GRAND PRIX SCORING (added 3/9/2010)
1. There will be twelve (12) races, on average, one per month.
2. If you are a Club member on race day, you will be included in the standings and results.
3. Cash prizes will be awarded to the top ten (10) finishers; the last place finisher will take possession of the “Caboose” trophy for the next year.
4. For each race, your finishing time will be converted into an “age-performance percentage” (AP%) factor, a calculation developed by the “World Masters Athletics” organization that compensates for differences in age, sex, and distance. In this system, higher percentage values correspond to better performance, with 100% representing a world class level.
5. After the 12’th race, each runner’s highest seven (7) AP% values will be totaled and used to determine the overall standings. There is no tiebreaking procedure (two decimal places will be used). Instead, the prize money for those places will be divided equally. Likewise, possession of the “Caboose” trophy will be shared in case of ties.
6. The results from each race and the final standings will be displayed on the Club web site.
— As of June 1, 2010
AMENDMENT II – Boston Marathon Lottery Procedures
- Member in good standing for the entire calendar year of the drawing. This means paid in full, no more than 30 days beyond membership renewal date for the year.
- Must meet all BAA specified eligibility requirements to the letter.
- Must meet at least at least one of the automatic eligibility requirements or meet three of the aggregated eligibility requirements.
Automatic Eligibility will be granted to:
- Officers of the Club as identified in Article VIII of these by-laws.
- Hall of Fame members
Aggregated Eligibility Requirements
Members who provide volunteer service toward or on behalf of the club in at least three of the following capacities:
- Volunteer for club race(s).
- Volunteer at club’s picnic.
- Volunteer at club’s Awards Banquet.
- Author and submit three race reports to the club’s monthly newsletter.
- Volunteer to maintain the Club Adopt-A-Spot.
- Attend three or more club meetings.
- Participate in a club group volunteer effort (such as a water stop, pace leader, etc.).
- Other activities that are approved by the Board (bearing in mind that the whole purpose of having this eligibility requirement is to increase the number of members that contribute to the club’s operation and general well-being) and posted on newsletter or website.
- Recruiting one new member (only one club member can get credit for an individual recruit).