Article I. Name and Object
The name of the club shall be the Run Club of Malden, Incorporated; hereafter referred to as RCMalden.
Article II Purpose
Article III Affiliation
RCMalden shall be a chapter of the Road Runners Club Of America (RRCA), and all measures adopted by that body must be considered by this organization. RCMalden will submit a portion of the annual dues described in Article V to the RRCA as membership in that body shall require.
Article IV Membership
Individual Membership: Any individual interested in the sport of running. Anyone under the age of 18 must have permission of a parent or guardian.
Household Membership: All members of the immediate family (spouse and children under the age of 18) and must reside at the same address.
Honorary Membership - An Honorary Member shall be a person of eminence in the running community or greater Malden community, or a member who has demonstrated outstanding service to RCMalden or the greater Malden community. There shall not be more than 20 Honorary Members at any one time. An Honorary Member may be proposed by a minimum of 10 members and shall be elected by the majority of the board of directors. The board of directors may at its discretion elect an Honorary Member without approval from the membership.
4. A member may be expelled from RCMalden for cause by a majority vote of the board of directors, but such member shall first be notified in writing of the charges against him/her and shall have the right to resign or to present a written defense to the board of directors within three months of said notification.
Article V Dues
Article VI Meeting of the Membership
Article VII Voting Privileges
A. Member whose dues are paid thirty (30) days prior to the date of the Annual Meeting or a Special Meeting shall be eligible to vote.
B. All members over 18 years of age on the day that voting occurs are eligible to vote (regardless of individual or family membership).
C. To vote, eligible voting members must abide by the specifications of the voting process established by the board.
Article VIII Board of Directors and Election
The general membership elects the following board of directors: president, vice president, treasurer, secretary, member at large, and other members as determined by the board on an annual basis. The board may add or remove board positions and committees as needed.
The board is the governing authority and has total oversight over the management of RCMalden’s affairs. It carries out all the objectives and purposes for which RCMalden is organized. This general mandate includes, but is not limited to, setting RCMalden policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the RCMalden’s programs and services, elevating the organization's public image, and hiring of any employees or independent contractors.
Board of Director Members and Duties:
President - to preside over meetings, represent this association with the RRCA, call any special meetings, and appoint committees and chairpersons thereof with approval from the board.
Vice-President - to assume the powers of the president in his/her absence, and to take on special assignments as requested by the president.
Secretary - to record minutes at all meetings in accordance with Roberts Rules of Order, keep a file of such minutes, oversee the election process for all board members, and, when requested by the president, accept assignments involving correspondence and the keeping of records.
Treasurer - Oversee the budget planning process, ensure adequate income available to achieve the budgeted expenses, safeguard the organization's 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.
Member at Large - Serve on board and has various duties assigned by the president based on the needs of RCMalden.
All board Members must be dues paying members of the organization and in good standing. Any dues paying member of RCMalden shall be eligible to hold elective office in RCMalden. Two or more offices may not be held by the same individual.
E. Term of Office:
Each officer shall serve for a term of two years, or until a successor is elected (in the case of officer resignation or removal prior to the completion of their term). There shall be no established order of succession to any office. The term of office begins at the close of the annual membership meeting.
F. Procedural requirements:
Parliamentary procedure will be carried on at meetings, and every effort will be made to discuss any measures coming before the group. A majority vote of the board of directors members present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment. A quorum shall consist of 3 members. No official meeting shall be held unless a quorum is present.
G. Elections: All board members shall be elected by the majority of the voting membership.
H. Resignations and Removals
Any board member or officer may resign at any time by delivering his or her resignation in writing to the president, vice president, or secretary. Such resignation shall be effective upon receipt unless specified to be effective at some other time. A director, officer, or member may be removed from office for cause as determined by the board of directors by vote of a majority of board members, then in office, but only after reasonable notice and opportunity to be heard at a meeting of the board. If an officer or at-large board member misses three board meetings in a year the person must be in attendance at the next meeting to explain the absences. The board may take appropriate action for the benefit of the club. Failure to attend after the 3rd consecutive absence results in automatic removal.
Any vacancy in the board of directors may be filled by the board by a majority vote of directors then in office. If the office of the president, vice president, treasurer or secretary becomes vacant, the board, choosing from its own members, may elect a successor by vote of a majority of board members then in office. If the office of the president and vice president are vacant at the same time, the secretary assumes the chair until such time as the board, choosing from its members, elects successors by a vote of a majority of board members then in office.
J. Officers or board members cannot use their position for personal gain or to support “for-profit” events. They should not use RCMalden resources or their position in RCMalden to further personal endeavors unless requested to, and approved by, the other members of the board.
K. The board shall have the authority to review any Code of Conduct violation brought to its attention. The board shall take such action as it deems necessary including, but not limited to, a verbal warning, a written warning, cancellation of membership, or referral to law enforcement.
Article IX Committees & Task Forces
The board of directors has the authority to create committees and task forces, appoint members, and dissolve committees and task forces as it deems appropriate to carry out the purpose of RCMalden. The board will define the duties and deliverables for all committees and task forces and outline the performance expectations for all members of a committee or task force. All committee and task force members serve for one year or a term as defined by the board of directors. The board is kept informed of the activities and progress of all committees and task forces, and the board has oversight duties in regard to the final outcome approval, acceptance or rejection, ratification of the actions of a committee or task force.
Article X Finances
A. The fiscal year of the club shall be from January 1 to December 31.
B. 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 RCMalden with approval of the board majority.
C. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of RCMalden are signed by two authorized officers or employees and in accordance with policies and procedures adopted by the board. All monies for RCMalden are deposited to the credit of RCMalden in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency.
D. Expenditure Approval:
E. No RCMalden funds may be deposited in the personal account of a member of the board.
F. The treasurer reviews the status of the general fund at least quarterly and reports to the board of directors. 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.
G. An audit of the treasurer's books shall be made annually by a person appointed by a majority of the officers.
Article XI Savings Clause
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 XII Tax Status and Dissolution
No part of the net earnings of RCMalden inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except that RCMalden 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 RCMalden’s activities can be the carrying on of propaganda or otherwise attempting to influence legislation. RCMalden 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, RCMalden 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 RCMalden, 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 RCMalden’s.
Article XIII Liability and Indemnification of Officers & Board of Directors
A. Personal Liability
Neither the board of directors, nor any officer, shall have power to bind the board of directors or the officers of RCMalden personally. All persons or associations extending credit to, contracting with, or having any claim against RCMalden shall look only to the funds and property of the club for payment of any such contract or claims or for payment of any debt, damage, judgment, or decree, or of any money that may otherwise become due or payable to them from RCMalden so that neither the directors nor the officers, present or future, shall be personally liable.
RCMalden shall, to the extent legally permissible, indemnify each of its directors and officers against all costs, liabilities and expenses (including counsel fees) reasonably incurred by him/her in connection with the defense or disposition of any action, suit or other proceeding, asserted or threatened against him or her while in office or thereafter, by reason of his being or having been such a director or officer, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith and in the reasonable belief that his or her action was in the best interests of the club or that such liability arises from his or her own negligence or willful misconduct. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. As used in this section, the terms “director” and “officer” include their respective heirs, executors and administrators.
Article XIV Amendments
A. These bylaws may be amended by the majority of those voting at an annual meeting, as follows: (a) a proposed amendment must be submitted in writing to the RCMalden president at least 120 days preceding the annual meeting; (b) the board by majority vote determines its position for, against, or for with a recommended change; and (c) the board returns the proposal along with its position to be included in the notice of the annual meeting.
B. In emergency or extraordinary situations, as defined by the board, may waive the 120-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the annual meeting. In such emergency cases the board must communicate the proposed amendment and board position to the membership at least 30 days prior to the meeting.
C. 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 subsection.
D. An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.
E. The board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the RRCA, 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.