DASHING WHIPPETS RUNNING TEAM, INC.
Bylaws, Adopted by the Membership on February 28, 2018.
CONTENTS
I. Name, Purpose, Affiliation
II. Membership, Dues
III. Annual Meetings
IV. Board of Directors, Elections/Terms, Officers, Meetings, Board Action
V. Finances
VI. Indemnification
VII. Amendments, Construction
I. NAME, PURPOSE, AFFILIATION
The name of the corporation is the Dashing Whippets Running Team, Inc. (the “ Club ”).
The Club was incorporated on December 2, 2010 as a Type A not-for-profit corporation under the not-for-profit corporation law of the State of New York (the “ NFPCL ”). The Club is organized for civic, social, and athletic purposes consistent with its Certificate of Incorporation, with Section 102(a)(9-a) of the NFPCL, and with the enumerated activities permitted to corporations exempt from income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “ Code ”).
The Club is a chapter of the Road Runners Club Of America, Inc. (“ RRCA ”). The Club shall from time to time consult with RRCA, and shall review carefully any changes in policy adopted or recommended by RRCA.
II. MEMBERSHIP, DUES
Membership in the Club shall be annual. Each member shall have a renewal date that is determined by the date on which she or he paid (or is credited with having paid) Club dues. The Board shall set the annual dues rate.
Runners over the age of 18 can join the Club without regard to age, race, gender, faith, color, national origin, citizenship status, sexual orientation, gender identity or physical condition or ability. Individuals who wish to participate in the activities of the Club shall complete an 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. Persons under 18 may participate at the discretion of the Board, provided parental consent and a waiver of liability is received.
III. ANNUAL MEETINGS
The Club shall hold an Annual Meeting of members once each year at a date and time established by the Board of Directors. At such meeting, the officers shall report on operations and finances, and shall respond to feedback, ideas and suggestions from the members.
Notices of Annual Meetings shall be provided with at least 10 days in advance of the meeting. The quorum for an Annual Meeting shall be (a) a majority of the Board of Directors and (b) 5% of Club members who are current in their dues. At the Annual Meeting, the membership is responsible for reviewing the slate of proposed officers and directors and confirming such slate.
IV. BOARD OF DIRECTORS, ELECTIONS, OFFICERS, MEETINGS, ACTION
A. General and Number.
The Board of Directors (the “ Board ”) is the Club’s governing authority and manages 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, financial oversight, strategic planning, fundraising, legal oversight, providing programs and services, and hiring employees or independent contractors.
The Board shall consist of not fewer than seven (7) board members, but no more than twenty-one (21). Each member of the Board shall be at least twenty-one (21) years of age.
The size of the Board may be changed by a vote of the members taken at an Annual Meeting.
B. Elections, Eligibility, Terms, Vacancies.
1. Election Process . At least 10 days prior to an Annual Meeting, the Board shall nominate a slate of Club members to stand for election to the Board for the coming year, and shall so advise the membership. The notice of the Annual Meeting shall include the slate of directors nominated by the Board. At the Annual Meeting, the members shall consider the slate as a whole and vote whether to confirm the slate. Election to the Board of Directors is effective on the affirmative vote of the majority of the members attending the Annual Meeting.
2. Eligibility . All Board members shall be dues-paying members of the Club and in good standing for at least one year prior to their election.
3. Terms . A Board member shall serve until her or his successor is elected, or she or he is re-elected, at the next Annual Meeting. A Board member may be elected to successive terms.
4. Removal or Resignation . A Board member may be removed during his or her term with cause upon the affirmative vote of all of the remaining Board members. A Board member wishing to resign during his or her term may do so in a letter or email addressed to the President, Vice President, or Treasurer.
4. Filling of Vacancies . Vacancies occurring between Annual Meetings shall be filled by the Board within 90 days of the occurrence of the vacancy. A person elected to fill Board vacancies shall serve until her or his successor is elected, or she or he is re-elected, at the next Annual Meeting.
5. Nominating Committee . Upon any vacancy of the Board, the Board shall establish a Nominating Committee, with a chairman appointed by the President. The Nominating Committee shall promptly evaluate candidates for Board positions, and shall recommend such candidates for the consideration of the Board.
C. Officers.
Following election at the Annual Meeting, the Board shall then by majority vote elect certain Board members to serve as Officers until the next Annual Meeting. The duties of the Officers are as follows:
1. President . Preside over meetings, represent the club to the RRCA, call any special meetings, and appoint committees and chairpersons thereof with approval from the Board.
2. Vice-President . Manage operational matters of the Club in cooperation with the President, and assume the powers of the President in his/her absence.
3. Secretary . Record minutes at meetings, keep a file of such minutes, oversee the election process, and accept assignments involving correspondence and the keeping of records.
4. Treasurer . Safeguard the Club’s assets, anticipate and report financial problems, ensure federal, state, and local reporting, and other duties as requested by the President.
D. Board meetings and Board action.
1. Manner and notice . Board meetings may be held in person, by conference telephone, or electronic video screen communication. Board meetings shall be held approximately once per quarter and in compliance with the bylaws herein provided that 1) each board member participating in the meeting can communicate with all of the other board members at the meeting concurrently or serially, and 2) each board member is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Club. Participation in a meeting pursuant to this Section constitutes presence in person at such meeting. At least 72 hours notice of a Board meeting must be given to each Board member, with the ability to confirm that such notice has been received.
2. Quorum and Voting . Votes may be taken only in the presence of a quorum, which shall consist of a majority of the Board members. In any vote, the affirmative vote of a majority of all of the Board members shall constitute approval. (For the avoidance of doubt: in the absence of a quorum, a Board meeting may be held, but corporate action shall not be effective.)
3. Action without a meeting: significant Board action . In accordance with the New York Not-for-Profit Corporation law, significant Board action taken without a meeting requires the unanimous written consent of the Board members.
4. Action without a meeting: ordinary course operational matters . Concerning ordinary course operation al matters, the Board may be polled by electronic means, including by email or an online discussion group, provided that a vote is initiated during business hours on a day that is not a weekend or national holiday, and that voting remains open on such question for at least 72 hours. In such cases, a majority vote of the Board shall constitute Board approval.
E. Committees.
From time to time, the Board of Directors shall create committees, appoint members, and dissolve committees as it deems appropriate. A Chairperson of each Committee shall be appointed by the President. The Board shall define the responsibilities for all committees and outline the performance expectations for such committed. Committees can include members of the Club who are not Board members.
Committees shall keep the Board informed as to their progress. The Board shall oversee committees and is responsible for the final approval, acceptance, rejection, and/or ratification of the actions of a committee.
Members of the Club are strongly encouraged to communicate to any Officer their interest in serving on the Board or on any Committee at any time, their ideas for Club activities, advancement, or new programming.
F. Conflict of Interest Policy, Code of Conduct.
Board members are expected to abide by the Club’s Conflicts of Interest Policy (the “Policy”), which ensures that a Board member’s primary financial duty is to the Club. The Policy is modeled on the Conflict of Interest Policy of the RRCA, and complies with the Conflicts of Interest Policy of the New York Not-for-Profit Corporation Law. The Policy shall be reviewed from time to time at the discretion of the Board.
The Club shall not enter into a transaction in which a Director, officer, or key employee has a financial interest, unless the transaction has been found to be fair, reasonable, and in the Club’s best interest at the time of the determination. The interested individual shall give notice of her or his interest and shall not participate in the approval of the transaction.
The Board shall from time to time review and promulgate the Club’s Code of Conduct, which is binding on all members. The Code of Conduct is incorporated into these bylaws. Violations of the Code of Conduct may be grounds for censure, suspension or separation from the Club.
V. FINANCES
A. Budgets.
The Board shall establish an annual operating budget, set membership dues, event entry fees, prices for items sold by the Club, and prices for sponsorships and partnerships. 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 shall be held in banks whose deposits are insured by the FDIC or other suitable account for the Club. Advances of funds by Board members or by Club members shall be recorded and repaid promptly. No Club funds may be deposited in the personal account of a member of the Board.
At least quarterly, the Treasurer and Vice President shall review the status of the Club’s accounts, and a forecast of estimated deposits and disbursements for the succeeding quarters. If such officers 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.
B. Tax Status, Dissolution.
No part of the net earnings of the Club shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons; provided that the Club may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the Club’s activities shall 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 Code or (b) contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding section of any future federal tax code. Upon dissolution of the Club, the Club’s funds, after all creditors have been paid, shall go to a 501(c)(3) organization with a purpose similar to the Club’s, or to the RRCA, upon the discretion of the Board.
VI. INDEMNIFICATION
The Club shall, and hereby does, indemnify, to the fullest extent of the law, each person who may serve or who has served at any time as an officer, director, captain, run leader, run host or employee of the Club against all reasonable expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which she or he shall have been finally adjudicated in any proceeding to have acted with gross negligence in connection with her or his role as it relates to the Club.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the Club and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
VII. AMENDMENTS, CONSTRUCTION
A. Amendment.
These bylaws may be amended by a majority of the members voting at an Annual Meeting (for the avoidance of doubt, this means: counting votes cast, and excluding abstentions), as follows.
1. Member-originated amendment . The membership may seek a bylaws amendment as follows: (a) A proposed amendment must be submitted in writing to the President at least 120 days preceding the Annual Meeting, signed by at least 20% of the members current in their dues; (b) The Board shall express its position for, against, or for with a recommended change; and (c) The Board provides the proposal, along with the Board’s position, in a notice of the Annual Meeting, at least 10 days prior to the Annual Meeting.
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 provision.
2. Board-originated amendment . The Board may submit a bylaws amendment as follows: The Board shall communicate a proposed amendment and the Board’s position to the membership at least 10 days prior to the Annual Meeting.
An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.
B. Construction, non-material amendments.
Failure of literal or complete compliance with provisions of these 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 Board or the members at any meeting, as long as the Board or the members judge, as the case may be, and by majority vote, that no substantial injury to the rights of members has occurred.
The Board may renumber, revise, codify and correct any provision in these bylaws, 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.
Approved by the Board of Directors of Dashing Whippets Running Team, Inc.
November 15, 2017
Adopted by the Members of Dashing Whippets Running Team, Inc.
February 28, 2018