Club Bylaws
I. Title
The name of the association will be "Kalamazoo Area Runners, Incorporated" (KAR), hereafter referred to as "this association" or "this organization."
II. Objectives
A. The objective of the association
shall be the promotion of running as a source of physical, spiritual
and social wellness while enhancing the quality of life in the community.
B. In furtherance of Objective A, this
association may facilitate, promote, and/or conduct races on the road
or track, lectures, fun runs, educational activities, demonstrations,
clinics, and social events. The association may print/publish books,
magazines, and newsletters; present awards; and do other things as may
be conducive to the encouragement of running.
C. Other objectives are to engage in
community activities and publicize the benefits of running as a means
of physical fitness and to cooperate with other organizations with a
similar goal and purpose.
D. The association may solicit funds, grants and sponsorships to achieve any permitted activity authorized by association.
III. Affiliation
This association shall be a chapter of the Road Runners Club of America, and all measures adopted by that body must be considered by this organization.
IV. Membership
A. Individuals who wish to participate
in the activities of this association shall submit dues and an application
for membership.
B. The dues will be set annually by
the Board of Directors and will be based on the fiscal year which will
commence the first of the month after the month in which dues are paid
and continue for the next 12 months.
C. Membership is not restricted on
the basis of race, color, gender, national origin, religion, age, or
sexual preference.
V. Management or Government
A. Board of Directors
1. The management of this association
shall be vested in a Board of Directors consisting of a President, a
Vice President for Membership, a Secretary, a Treasurer, A Vice President
for Marketing and Communication, A Vice President for Technology, A
Vice President for Development, A Vice President for Special Events
B. Duties of Officers:
1. President
a) Is the chief operating officer of the association with power to initiate
and direct club policy subject to the approval of the Board of Directors
b) Provides the association with leadership and guidance in accordance
with the purposes of the association
c) To preside over meetings
d) To represent this association in the RRCA, or designate a Board Member or other member to represent the association to the RRCA
e) To call any special meetings
f) To appoint committees and chairpersons thereof
g) To establish event and program leadership thereof
h) To ensure production of general electronic communication to the membership
no less frequently than monthly
2. Vice President of Membership
a) To assume the powers of the President in his/her absence
b) To take on special assignments as requested by the President
c) Maintains the association’s official membership records and shares
this information in a timely manner with the Treasurer and/or any Board
member or board appointed representative upon request for a stated purpose
on behalf of the association.
d) To formally acknowledge new members and notify expired memberships
e) To promote active members and stimulate new interest
3. Treasurer
a) To administer all financial dues and to have authority to sign or
disburse necessary appropriations, as directed
b) Keeps a record of all financial transactions
c) Pays approved bills
d) Furnishes a copy of the association's income and expense report to
Board Members at all scheduled meetings
e) Maintains the association's bank accounts
f) Files appropriate tax returns and reports
g) Maintains a current copy of the association’s membership records
from VP Membership and associated membership revenue records.
4. Secretary
a) To record minutes at meetings
b) To keep a file of such minutes and, when requested by the President,
to accept assignments involving correspondence and the keeping of record.
c) Furnishes a copy of minutes of regular association and Board of Director's
meetings to all Board Members either on paper or electronically.
5. Vice President of Communication
and Marketing
a) To organize, solicit information and produce association communications
and event/membership marketing materials
b) To identify new event marketing opportunities
c) To coordinate with the VP of Technology to ensure timely posting
of current information on the association's web site
d) To organize association attendance at event
expos
6. Vice President of Technology
a) To maintain the association web site
b) To provide leadership and guidance relating to electronic communications
7. Vice President of Development
a) To coordinate the solicitation of sponsors with event and program
directors
b) To identify and solicit potential sources of funding including grants,
donations and sponsorships.
c) Ensure the production of letters and tax
receipts to donors and sponsors
8. Vice President of Special Events
a) To serve as the contact person for assigned events and programs
b) To coordinate with the VP Communications and President to Promote
Special Events
C. Eligibility
a) Officers may be elected to succeed themselves.
b) Officers must be a member of the association for a minimum of 30 days prior to an election or appointment
D. Term of Office
1. The term of office shall be approximately
one year, beginning with the close of the general membership meeting conducted
in the first quarter within the calendar year, and in no case beginning
later than March 31.
2. Offices filled upon resignation
shall also expire at the time of the general membership meeting conducted
in the first quarter of the calendar year.
3. The President shall serve not more
than three consecutive one-year terms in the President position. In
the event no candidate can be found for a vacant position, the Board
of Directors may override term limits for appointment of a sitting Board
member to the vacant position.
E. Meetings
1. The Board of Directors will meet as often as necessary, but no less
than quarterly. All Board Members will be notified by mail or electronically
no less than 10 days prior to the meeting. All association members are
invited to attend Board Meetings.
2. General membership meetings are to be held as necessary and determined
by the President/Board of Directors. Each member shall be notified by
first class mail or electronically of an added membership meeting no
less than 10 days prior to such a meeting.
3. Board members may participate and
vote in a board meeting by means of teleconference or other remote communication
provided such technology is available.
5. An action that is required or permitted
to be voted upon at a board meeting may be taken without a meeting if
a majority of the members of the board consent to the action in writing
or by electronic transmission.
6. An action that is required or permitted
to be voted upon at a general membership meeting may be taken without
a meeting if a majority of all members of the association consent to
the action in writing or by electronic transmission.
F. Elections
Officers shall be elected by a majority vote of those present at the
annual membership meeting.
G. Board Meeting Attendance
1. Board Member attendance at meetings is required on a regular basis
2. A Board Member missing 3 consecutive meetings may be asked to resign
at the discretion of the Board of Directors
3. A Leave of Absence may be granted by the Board of Directors
H. Vacancies on the Board of Directors
1. Notification of resignation of a Board Member shall be in writing
to all remaining members of the Board, with a stated effective date
of the resignation.
2. In the event of a vacancy on the Board, including by resignation,
the remaining Board Members shall appoint a replacement for the vacated
position. The appointee shall hold this position for the unexpired term
of office. No vacancy created by resignation shall be filled until such
resignation has been submitted in writing to the Board. The Board will
then notify the general membership of such appointment in the next regularly
scheduled newsletter.
3. Upon resignation or upon otherwise vacating an office, all documents
and objects which are the lawful property of the association and were
in possession or assigned to the particular Board Member must be turned
over to the remaining Board Members in a timely manner.
I. Procedural Requirements
1. Parliamentary procedure will be carried on at meetings, and every
effort will be made to discuss any measures coming before the group.
2. (a) A majority of Board Members constitutes a quorum. (b) In absence
of a quorum, no formal action shall be taken except to adjourn the meeting
to a subsequent date. 3. Passage of a motion requires a simple majority
(one more than half the Board Members present). 4. Bylaws amendment (a) Amendments to the by-laws may be submitted by the general membership
or members of the Board of Directors at any time. The proposed amendment
can be approved or disapproved by a majority of all Board Members and
then must be ratified by the general membership at the next scheduled
meeting after the changes have been published in the newsletter.
(b) Only those who have been members of this association for 30 days
prior to the proposal of such an amendment may vote upon such.
J. Conflict of Interest Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, or such nature that it prevents or may prevent that member from action in the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. The Board may require a member(s) of the Board to vacate his/her seat in the event of conflict (or appearance of a conflict) by a 2/3 vote of the remaining board members present.
K. Removal of an Association or Board Member The Board of Directors may remove any association member or Board Member for conduct contrary to the mission and objectives of the association. Such a request must be in person and presented to the Board at a regularly scheduled Board meeting. A full explanation of why removal is sought must be provided. A member or Board member may be removed by a 2/3 majority vote of the remaining Board Members. Upon removal, member will receive full reimbursement of the current year’s membership dues.
VI. Finances
A. This is a non-profit association. Dues, entry fees, and other monies received by the association will be spent entirely for carrying out the stated purpose of the association.
B. Expenses in excess of $300 shall
be approved as follows:
1. Kalamazoo Klassic related expenses shall be approved by the Treasurer
and the Klassic Race Director
2. Unbudgeted general operational or event expenses in excess of $300 shall be pre-approved by the Board of Directors, when not offset by revenue directly associated with the expense.
3. Budgeted expenses or unbudgeted expenses directly offset by revenue in excess of $300 must be signed off on by the Treasurer and any other Board Member.
C. The Board of Directors or a sub-committee consisting of at least two Board members shall conduct an audit of the club Treasury on an annual basis or more often as needed.
D. No part of the net earnings of the association shall inure to the benefit of its individuals.
E. This association shall be empowered to participate in fund-raising activities.
F. This association will submit a portion of the annual dues to the RRCA as membership as that body shall require.
G. This association shall distribute the annual financial report for the preceding year to each member at the general membership meeting or electronically. The report will be available in written form to a member upon request.
VII. Dissolution
In the event of dissolution of this association, the funds in the treasury, after all creditors have been paid, shall go to the Kalamazoo County YMCA.
Revised March 23, 2010 as approved by the membership