BYLAWS OF

THE AMBLER AREA RUNNING CLUB  

PURPOSE OF BYLAWS: The Board of Directors of the Ambler Area Running Club does hereby enact these bylaws in order to provide guidelines for the supervision and management of the affairs of the organization.  The intent of the bylaws is to provide continuity of purpose and direction as the leadership changes from year to year, to provide structure and procedures to deal with unexpected events as they may arise, to  avoid problems, and to attract people whose interests and values are consistent with those of the organization. 

I. TITLE

The name of the organization shall be “The Ambler Area Running Club Incorporated," hereafter referred to as "AARC".

 II. OBJECTIVES

The primary objective of AARC shall be the promotion and encouragement of running and the education of the public to its benefits.

In furtherance of the above-referenced objective, AARC may hold championships, races on the roads or track, lectures, fun runs, track workouts, trail runs, educational activities, demonstrations, clinics and social events.  AARC may publish and distribute books, magazines, newsletters, and electronic media (e.g., emails and web site content); present awards; and do all such other things as may be conducive to the encouragement of running or the viability of AARC.

Other objectives are to promote the well-being of the community, and to enhance training opportunities in a supportive atmosphere for runners of all ages and abilities.

III. AFFILIATION

AARC shall be a chapter of the Road Runners Club Of America, and all measures adopted by that body must be considered by AARC.

IV. MEMBERSHIP

Individuals who wish to participate in the activities of AARC shall submit dues and an application for membership or its renewal, including a signed waiver or electronic equivalent. Members who have paid their dues for the current year shall be considered to be in good standing.

V. MANAGEMENT & GOVERNANCE

The management of AARC shall be vested in a Board of Directors (the “Board”) consisting of eight people.  Seven (7) directors shall be elected: a president, vice-president, secretary, treasurer, and three (3) members-at-large.  The immediate past president shall also serve as a voting member of the Board.

The Board of Directors shall direct the affairs of the club, shall actively pursue the objectives of the club, and shall supervise the receipt and disbursement of funds.  The Board may delegate areas of authority as it deems appropriate, provided that the objectives of the club and proper handling of funds is maintained.

The Board of Directors shall maintain a Description of Responsibilities, which summarizes responsibilities of Board directors and AARC Committees.

The directors shall not be personally liable for the debts, liabilities, or other obligations of the club.   The directors shall be indemnified by the club to the fullest extent permissible under the laws of this state.  The Board of Directors shall ensure that the club has Directors’ liability insurance, either as provided by law, or through affiliation, or by purchasing said insurance.

A. General duties of directors:

President - to preside over meetings, represent AARC in the RRCA, to call any special meetings, to appoint committees and chairpersons thereof, and other duties identified in The Description of Responsibilities.

Vice-President - to assume the responsibilities of the president in his/her absence, to take on special assignments as requested by the president, and other duties identified in The Description of Responsibilities.

Secretary - to record minutes at meetings, to keep a file of such minutes, when requested by the president to accept assignments involving correspondence and the keeping of records, and other duties identified in The Description of Responsibilities.

Treasurer - to administer all financial dues and to have authority to sign or disburse necessary appropriations, as directed, and other duties identified in The Description of Responsibilities.

Directors-at Large (3) – to attend board meetings, chair and/or assist committees, and take on special assignments as requested by the president.

B. Eligibility:

1. Any member in good standing (as defined in section IV)  may serve as a director.

2. Term limits: Anyone who has served on the Board for the immediately preceding five or more consecutive years (including a past president) shall not be eligible to be elected at the Annual Election Meeting, but may fill a vacancy as provided in Section C below.

C. Term of office

1. Term of office shall be one (1) year, beginning on the day after the annual election at which a director is elected.

2. In case of a resignation or other reason causing a director to be unable to complete his/her term of office, the Board shall decide by a majority vote whether the president should appoint a replacement or whether a General Meeting should be held to elect a replacement. 

3. Except as otherwise provided by law, any Board member can be removed from office, with or without cause, by a two thirds vote of the board.

D. Elections

The General Meeting in Spring shall be designated as the Annual Election Meeting. 

Not less than 60 days prior to the Annual Election Meeting, the President shall convene a Nominating Committee consisting of not fewer than three Club members, which shall include and be chaired by either the Past President or the President.  This committee shall present a full slate of names for the directors to be elected at the Annual Election Meeting.  Each nominee must give consent to being nominated.   

Members shall be notified of the formation of the Nominating Committee, and encouraged to submit their names or the name of any member in good standing to the Committee.

Not less than 30 days prior to the Annual Election Meeting, the Nominating Committee shall provide a slate of nominees, which shall be conveyed to members.  Additional nominations from the floor may be accepted at the Annual Election Meeting, provided the nominee agrees.

If all nominees are unopposed, the entire slate may be voted on at once.  Otherwise, each individual office shall be voted separately.

Directors shall be elected by a majority vote of those present at the Annual Election Meeting.

E. Procedural Requirements – General Meetings

1. Parliamentary procedure will be carried on at general meetings, and every effort will be made to discuss any measures coming before the group.

2. A majority vote of the members in good standing (see section IV) present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing an amendment to the bylaws, as described below.

3. A quorum shall consist of 25% of the members in good standing on the date of a General Meeting. No official meeting shall be held unless a quorum is present.

4. Electronic (e.g., email) voting may be substituted for ordinary measures between general meetings, provided the number of electronic votes received equals or exceeds a quorum.  Time constraints will be implemented by the board for voting and tabulating the results of electronic votes.

5. Bylaw amendments 

a. A bylaw amendment may be ratified by 2/3 vote of the members present at a General meeting.

b. Only those who have been members of AARC for 30 days prior to the proposal of such an amendment may vote upon such.

c. By law amendments may be proposed by any member in good standing by submission (in writing or electronically) to the Board.

d. As soon as possible after submission of a proposed amendment, the Board shall notify members of any proposed amendment to be voted on at a forthcoming General Meeting.

e. All members must be notified at least 7 days prior to voting that bylaw amendments will be discussed and voted on.

f. When an amendment to these bylaws is approved, the Board shall notify members within seven (7) days.  Amendments will go into effect three days after members are notified.

6. General meetings will be held at least twice a year, and more frequently if called by the president.  Each member entitled to vote at any meeting shall be notified in writing or by electronic communication (e.g., email or facsimile transmission) of the purpose, time, and place of any General meeting.

7. Voting at general meetings may be conducted for:

            a. Election of board members

            b. Amendment of Bylaws

            c. Modifying member dues

            d. Other matters as determined by the Board of Directors.

F. Procedural Requirements – Board Meetings

1. Parliamentary procedure will be carried on at board meetings, and every effort will be made to discuss any measures coming before the group.

2. A majority vote of the board members present is necessary to pass measures proposed at board meetings.   Each of the eight (8) Board members shall have one vote.  In case of a tie, the President shall have an additional vote to determine the outcome.

3. A quorum for a board meeting shall consist of five (5) board members. No official board meeting shall be held unless a quorum is present. Electronic (e.g.,email) voting may be substituted for board measures between board meetings, provided the number of electronic votes received equals or exceeds a quorum.  Time constraints will be implemented by the board for voting and tabulating the results of electronic votes.

4. Board meetings will generally be held at least once a month, and more frequently if called by the president or five (5) other Board members.

5. Voting at Board meetings may be conducted for:

a. Implementation or modification to club programs

b. Implementation or modification of club committees

c. Consideration of club financial expenditures for club programs, club sponsored races, club promotions, beneficiaries, stipends/discounts for members (for volunteering at club races), parent club (RRCA) dues, applicable taxes and fees necessary to maintain tax-exempt status.      

d. Measures proposed by club members in good standing.

6. Board meetings shall be open to all members in good standing, and a schedule of Board meetings shall be made known to members so that they may attend.  The Board may invite non-members to Board meetings at its discretion.

7. Any portion of a Board meeting may be declared a closed session by a majority vote of those Board members present.  Non-board members shall not be present during a closed session, but an individual non-board member may be asked to return to a closed session for the purpose of providing information relevant to the session.

G. Procedural Requirements – Committee Meetings

1. Committee meetings shall be held at a frequency determined by the committee chair(s).

2. Committee findings, proposals, and suggestions will be presented by the committee chair (or his/her designee) to the board.

3. Committee chairs are encouraged to attend board meetings at the frequency of at least every other monthly board meeting (as determined in the club calendar), or more frequently if requested by the president.

VI. FINANCES

A. Dues shall be as determined by a majority of the members present at a General meeting and shall not be changed more often than once per calendar year.

*B. This is a non-profit organization. Dues, entry fees, and other monies received by AARC will be spent entirely for carrying out the stated purpose of AARC.

C. No part of the net income of the Club shall inure to the benefit of or be distributable to its Directors and Club members, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives set forth in Section II.

D. AARC shall be empowered to participate in fundraising activities.

E. At least once a year, the Board shall review the policy on race beneficiaries and contributions, and shall make those policies and guidelines known to AARC members.

F. AARC will submit a portion of its annual dues to the RRCA as membership in that body shall require.

G. All cash receipts shall be recorded and reported by the Treasurer. The race director shall confirm that the total of race entry fees are deposited.

H. The board shall establish a procedure for the approval of expenditures, which shall be reviewed annually by the board.

I. On an annual basis, a member of the Board shall make a detailed review of the financial records maintained by the Treasurer.

*VII. DISSOLUTION

In the event of dissolution of AARC, the funds in the treasury, after all creditors have been paid, shall go to the RRCA or other 501(c)(3) non-profit organization, as determined by a majority of the Board at that time. 

* These two statements are requirements for membership in the Road Runners Club of America (I.R.S.rules).

Submitted by Bylaw Revision Committee: Nathan Relles, Ken Surowitz, Jim Moulton

Date: __January 2, 2008____

Approved by AARC Board of Directors: Tom Jennings, Alan Gross, Lisa Borisoff, Joe Harrison, Ira Meyers, Ken Surowitz, Kate Schwartz

Date: __February 6, 2008____

Approved by AARC Membership at General Meeting 

Date: ___March 19, 2008_____