Dallas Running Club By-Laws last revised 2014
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ARTICLE I. NAME AND OFFICE
1.01 Name. The name of the organization shall be Dallas Running Club (“DRC” or “the Club”).
1.02 Principal Office. The principal office of DRC shall be in Dallas County, State of Texas, unless and until decided otherwise by the board of Directors of the Club.
ARTICLE II. PURPOSE
2.01 The purpose for which DRC is organized is to receive and administer funds for the purposes of promoting health and fitness through running and promoting and advancing the sport of running through the sponsorship of running races and events to be open to all members of the Club, as well as non-members, and through the improvement of jogging and running facilities, trails and paths in the Dallas, Texas metropolitan community.
ARTICLE III. AFFILIATION
3.01 DRC shall be a chapter of the Road Runners Club of America and will submit a portion of its annual dues to the RRCA as membership in that body shall require.
ARTICLE IV. MEMBERS AND MEETINGS
4.01 Class of Membership. The DRC shall have one class of membership. Membership in the DRC will be voluntary and open to all persons upon payment of such annual dues, if any, as are imposed by the Board of Directors. Membership for persons under 18 years of age will require the written consent of a parent or guardian.
4.02 Annual Dues. The Board of Directors may determine from time to time the annual dues payable, if any, to the DRC by members.
4.03 Payment of Dues. Dues shall be payable for a twelve month period (the “Dues Period”) commencing on the date of payment of the initial membership dues and ending at the expiration of one year from the initial dues payment date. Renewal Dues Periods shall begin on the day following the expiration of a prior Dues Period and end one year thereafter, provided timely payment of renewal dues has been made.
4.04 Default and Termination of Membership. When any member shall be in default in the payment of dues, the member’s membership may thereupon be terminated effective upon the expiration date of any Dues Period if renewal dues are not paid.
4.05 Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not entitle any member to a refund of any portion of the annual dues, if any, for any Dues Period.
4.06 Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
4.07 Place of Meetings. Meetings of the membership shall be held at the time and place, within the State of Texas, stated in the notice of the meeting or in a duly executed waiver of notice thereof.
4.08 Annual Meeting. An annual meeting of the membership shall be held each year on a day to be selected by the Board of Directors. The Board of Directors may hold two annual meetings in one year, or not hold an annual meeting for a period of up to sixteen months in order to accommodate transitions of fiscal years and terms of office. If the days selected are legal holidays, then the meeting shall be on the next business day following. At the meeting the membership shall elect the officers and Directors and transact such other business as may be properly brought before the meeting. If the annual meeting of the membership is not held on such date as set by the Board of Directors, the election of officers and Directors may be held at any meeting of the membership thereafter called pursuant to these Bylaws.
4.09 Regular Meetings. Regular meetings of the membership may be held on such days and at such times according to a schedule adopted by the Board of Directors.
4.10 Special Meetings. Unless provided otherwise by statute, the Articles of Incorporation of the Corporation, or these Bylaws, special meetings of the membership may be called by the President, the Board of Directors or not less than 25% of the members having voting rights for any purpose or purposes. Business transacted at a special meeting shall be confined to the purposes state in the notice of the meeting.
4.11 Notice. Written or printed notice stating the day, hour, place, and purpose(s) of the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, by mail or email, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each member.
4.12 Quorum. A quorum of the members having voting power, present in person only, shall be requisite and constitute a quorum for the transaction of business at all meetings of the membership. A quorum of the members shall be the lesser of twenty-five (25) members or ten percent (10%) of the members.
4.13 Majority Vote. When a quorum is present at a meeting, the vote of a majority of the membership having voting power, present in person only, shall decide any question brought before such meeting. If a statute, the Articles of Incorporation of the Club, or these Bylaws expressly require a higher vote, the higher vote shall govern.
4.14 Action Without Meeting. Any action required by law to be taken at a meeting of the membership, or any action which may be taken at a meeting of the membership, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the memberships.
ARTICLE V – BOARD OF DIRECTORS
5.01 Management and Responsibilities. The affairs of the DRC shall be managed by the Board of Directors, who may exercise such powers of the DRC and do all such lawful acts and things as are not proscribed by statue, the Articles of Incorporation of the DRC, or the Bylaws, as directed or required to be exercised or done by the members of the DRC. Directors must be dues-paying members of the DRC and in good standing. The board is the governing authority and has total oversight over the management of 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, setting Club policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the Club’s programs and services, elevating the Club’s public image, and hiring of any employees or independent contractors.
5.02 Number, Term and Qualifications. The number of Directors shall be at least three and no more than twenty (20). Each Director shall hold office for a term of two years or until the Director’s successor, if any, shall have been elected and qualified, commencing with the start of the calendar year after the election. One half of the Directors shall be elected each year.
5.03 Regular Meetings. Regular meetings of the Directors shall be held at times and places designated by the President within the State of Texas. A regular meeting of Directors shall be held without other notice than these Bylaws at such time as their terms begin.
5.04 Special Meetings. Special meetings of the Directors may be called or at the request of the President or any two Directors. The person or persons authorized to call special meetings of Directors may fix any place, either within or without the State of Texas, as the place for holding any special meetings of Directors called by them.
5.05 Notice. Notice of any special meeting of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail or email to each Director at the Director’s address as shown by the records of the DRC. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice is given by email, such notice shall be deemed to be delivered when the electronic mail notice is transmitted to the last known email address of the Director. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of Directors need to be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these Bylaws.
5.06 Quorum. A majority of Directors shall constitute a quorum for the transaction of business at any meeting of Directors; but if less than a majority of Directors are present at said meeting, a majority of Directors present may adjourn the meeting from time to time without further notice.
5.07 Manner of Acting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
5.08 Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors and ratified by the membership at the next scheduled regular meeting or at a special meeting. A director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office, or the term of the new directorship.
5.09 Compensation. Directors as such shall not receive any stated salaries for their service on the Board of Directors, but nothing herein contained shall be construed to preclude any Director from serving the DRC in any other capacity (e.g., Race Director) and receiving compensation therefore or reimbursement for expenses.
5:10 Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed or agreed to by all of the Directors. The Board of Directors is specifically authorized to conduct business via email communication, conference call or other electronic method between regular meetings of the Board of Directors.
5.11 Removal. A Director may be removed for Cause by a two-thirds vote of directors present at a meeting at which quorum is present. For purposes of this provision, Cause includes if an officer or agent is absent from four or more meetings of the Board of Directors during a calendar year. For purposes of these Bylaws, “Cause” shall mean any of the following: (a) conviction of a felony involving dishonest acts during the Director’s term of office; (b) any willful and material misapplication by Director of the Club’s funds, or any other material act of dishonesty committed by the Director toward the Club; (d) unauthorized absence from four (4) or more meetings of the Board or (d) the Director’s willful and material failure to substantially perform his duties hereunder after written demand for substantial performance is delivered by the Board which specifically identifies the manner in which the Board believes the Director has not substantially performed his duties and the Director fails to cure his non-performance after receipt of notice.
ARTICLE VI. OFFICERS
6.01 Number and Qualifications.
The DRC shall have:
President, President-elect, Vice President, Secretary, and a Treasurer, and
Such other officers (including additional vice presidents) assistant officers, and agents such as the Board of Directors deems necessary.
Any two (2) offices may be held by the same person with the exception of President and Secretary.
The officers must be members of the DRC and become members of the Board of Directors upon taking office.
6.02 Election. Officers named in Bylaws Article 4.01(A)(1) and (2), except the President, shall be elected by the members of the DRC at the annual meeting prior to the expiration of an officer’s term or whenever a vacancy exists as provided for in these Bylaws.
6.03 Term. Unless otherwise specified at the time of election, appointment, or in an employment contract approved by the Board of Directors, each officer’s and agent’s term shall commence at the start of the calendar year after the election and end at the end of the second calendar year after the election. The President-elect shall be elected in alternate years, shall serve for a period of one year and shall become the President at the start of the next calendar year.
6.04 Vacancies. Any vacancy occurring in any office (by death, resignation, increase in the number of officers of the DRC or otherwise) shall be filled by the Board of Directors, and the officer or agent filling the vacancy shall hold office until the end of the current calendar year. The remaining unexpired term, if any, of the predecessor in office shall be filled by the membership at the next scheduled regular meeting or at a special meeting. An officer or agent filling a vacancy due to an increase in the number of officers of the DRC shall hold office for the term of any new office as set by the Board of Directors.
6.05 Authority. Officers and agents shall have the authority and perform duties in managing the DRC as provided in these Bylaws, or as determined by resolution of the Board of Directors.
6.06 Compensation. The officers as such shall not receive any stated salaries for their service as officers of the Club, but nothing herein contained shall be construed to preclude any Director from serving the DRC in any other capacity (e.g., Race Director) and receiving compensation therefore or reimbursement for expenses.
6.07 President. The President shall be the chief executive officer of the DRC. The President shall preside at all meetings of the membership. The President shall have general active management of the business and affairs of the DRC. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall perform such other duties and have other authority and power as the Board of Directors may prescribe. Upon demand of the majority of the membership or Directors, the President shall call special meetings of the membership.
6.08 President-Elect. Unless the Board of Directors determines otherwise, the President-elect shall perform the duties, and shall have the authority and exercise the powers of the President whenever the President is absent or disabled. The President-elect shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe, or as the President may delegate.
6.9 Vice Presidents. Unless the Board of Directors determines otherwise, the Vice Presidents, in the order of their seniority, shall perform the duties, and shall have the authority and exercise the powers of the President-elect whenever the President-elect is absent or disabled. They shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe, or as the President may delegate.
6.10 Secretary. The Secretary shall keep, or cause to be kept, in a book provided for that purpose, a true and complete record of the proceedings at all meetings of the Board of Directors, and shall give, or cause to be given, notice of all meetings of the membership. The Secretary shall be under the supervision of the President. The Secretary shall perform such other duties and have such other authority and power as the Board of Directors may prescribe, or as the President may delegate.
6.11 Assistant Secretary. Unless the Board of Directors determines otherwise, the Assistant Secretaries, in the order of the seniority, shall perform the duties, and shall have the authority and exercise the powers of the Secretary whenever the Secretary is absent or disabled. They shall perform such other duties and have such other powers as the Board of Directors prescribes, or the President may delegate.
6.12 Treasurer. The Treasurer shall oversee the budget planning process, ensure adequate income available to achieve the budgeted expenses, safeguard the organizations assets, draft financial policies for board approval, anticipate and report financial problems, ensure the board receives regular and accurate financial statements and that the board members understand the information presented, ensure federal, state, and local reporting takes place, and other duties as requested by the president. The Treasurer shall also have custody of the DRC funds and securities. The Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements for the DRC. The Treasurer shall deposit all funds and other valuables in the name and to the credit of the DRC in depositories designated by the Board of Directors. The Treasurer shall perform such duties and have such other authority and powers as the Board of Directors may prescribe, or as the President may delegate.
6.13 Assistant Treasurer. Unless otherwise determined by the Board of Directors, the Assistant Treasurers, in the order of their seniority, shall perform the duties and have the authority and exercise the powers of the Treasurer whenever the Treasurer is absent or disabled.
ARTICLE VII. COMMITTEES
7.01 Committees of Directors. The Board of Directors by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each which shall consist of two or more Directors, which committees, to the extend provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the DRC. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Director or officer of the DRC; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the DRC; authorizing the voluntary dissolution of the DRC or revoking proceedings therefore; adopting a plan for the distribution of the assets of the DRC; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or any Director by law.
7.02 Committees of Members. Other Committees not having an exercising the authority of the Board of Directors in the management of the DRC may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be members of the DRC, and the President shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the DRC shall be served by such removal.
7.03 Term of Office. Each member of a committee shall continue as such until the end of the calendar year of the DRC or until the member’s successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as member thereof.
7.04 Executive Committee of Board of Directors. The Executive Committee shall consist of the elected officers and be chaired by the President. The duties of the Executive committee shall consist of management and administration of the Corporation’s activities and operations.
7.05 Nominating Committee. The Nominating committee shall consist of the President, President-elect, the Immediate Past President, and two persons appointed by the President who need not be members of the board of Directors, but must be members of the DRC. Nominations for Directors and officers may be submitted by the membership to the Nominating Committee. The Nominating Committee shall determine in its discretion the nominations and be submitted at the annual meeting of the membership, which nominations shall be included in the notice of the annual meeting.
ARTICLE VIII. FINANCES
8.01 The Board establishes an annual operating budget and sets membership dues and event entry fees to support the budget. 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 are deposited to the credit of the Club in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency. No Club funds may be deposited in the personal account of a member of the Board. The treasurer 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.
ARTICLE IX. SAVINGS CLAUSE
9.01 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 AND DISSOLUTION
10.01 No part of the net earnings of the Club inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except that the Club 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 Club’s activities can 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 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 Club, the funds in the treasury, after all creditors have been paid, shall go to the Road Runners Club of America or other 501(c)(3) nonprofit organization with a similar purpose to the Club’s.
11.01 DRC shall indemnify each person who is or was a director or officer of the Club, and shall pay or reimburse in advance his or her expenses, to the fullest extent permissible under the Texas Nonprofit Corporation Act (the “Act”) with respect to any claims or actions against such person by virtue of his or her service as a director or officer of the Club. DRC shall also indemnify each person who is or was an employee or volunteer of the Club, and shall pay or reimburse in advance his or her expenses, to the same extent as trustees and officers of the Corporation. Notwithstanding any other provision of these Bylaws, DRC shall neither indemnify any person nor advance expenses or purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Club as an organization described in Section 501(c)(3) of the Internal Revenue Code or that would result in the imposition of any liability under the Internal Revenue Code.
XII. AMENDMENTS TO THESE BYLAWS
12.01 These bylaws may be amended by two-thirds of those voting at a meeting of the Board of Directors, if at least thirty (30) days’ written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting.