By-Laws of the White River Roadrunners

Article 1. Name
The name of this organization shall be the White River Roadrunners, Incorporated (“Club”).
Article 2. Duration

The period of duration of the “Club” is perpetual.

Article 3. Purposes

The purpose of the “Club” shall be to operate exclusively for those charitable and educational purposes specified in Section 501 (c) (3) of the Internal Revenue Code.
The prime purpose of the “Club” shall be the promotion and encouragement of walking, jogging, and long distance running, and the education of its members and the public to its benefits.
In furtherance of the purpose “B”, this ” Club” may hold championships, races on the road or track, lectures, fun runs, other educational activities, demonstrations, clinics and social events; to print and publish books, magazines, and newsletters; make awards; and do all such other things as may be conducive to the encouragement of running.
Other purposes are to engage in community activities, to publicize by appropriate means the benefits of long distancerunning and jogging, and to coordinate with other agencies advocating running as a means of physical fitness.

Article 4. Membership

Membership is open to any person and/or family in sympathy with the purpose of the “Club” and who pays membership dues determined in accordance with Article 10, Section B of these by-laws
The “Club” shall have only one type of member. All members shall have the right to vote. A member who has paid the required membership dues will be considered a member in good standing.

Article 5. Board of Directors

Number and Qualifications. The entire business and affairs of the “Club” shall be vested in and managed by a Board of Directors consisting of the Officers of the Corporation. The Officers shall consist of the President; President-elect; Secretary/Treasurer; Immediate Past President; Officers appointed to head committees and up to 3 Officers appointed as necessary by the Board of Directors.
Terms of office. Officers/Members of the Board of Directors shall hold office for a term of one year, extending from March 1 through February 28 (29) of the year succeeding election of member to the Board. Members of the Board may be elected to succeed themselves, except that the President may not be elected to succeed himself or herself. Unfilled terms of members of the Board may be filled by majority vote of members of the Board. Persons appointed to fill vacancies in membership of the Board created by resignation and the like, shall serve until the end of the term of Board membership of the resigning member(s). Board Members may be removed by a two-thirds vote of the members of the Board at a regular monthly meeting of the board.
Meeting. The Board shall meet monthly, except that meetings may from time to time be delayed or postponed at the discretion of the President, but in no event shall more than 60 days elapse without a meeting of the Board. Meetings for special purposes may be called at any time deemed necessary by the President, who shall notify all members of the Board in advance of such special meetings. Meetings shall be held in any convenient location in the State of Arkansas that the Board deems to be appropriate.
Quorum. A quorum for the conduct of business by the Board shall consist of those present, providing that all members of the Board shall have been notified, in advance, of the meeting. The acts of the majority of the Board present at a meeting at which a quorum is present shall be the act of the Board. A majority vote of the Board present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a constitutional amendment to the by-laws.
Amendment to By-Laws.
- An Amendment may be accomplished by a two-thirds vote of the members present at a properly called membership meeting.
- Only those who have been members of this “Club” for thirty days prior to the proposal of such amendment may vote upon such.
- All members must be notified at least seven days prior to a membership meeting and must be furnished with that notification a complete copy of any amendments that will be discussed and voted on.
Action of the Board. Any action that may be taken at a meeting of the Board, or of a committee, may be taken without a meeting of the Board or Committee, providing that a consent in writing, setting forth the action to be taken, shall be signed by all Board members or all of the Committee members (as the case may be), before the action is taken. In certain cases when a meeting is not possible, the President may poll the Board by telephone to obtain their votes on an action to be taken, provided that a written report of the results of the poll and the action taken are provided to the membership in a timely manner following such a telephone poll.

Article 6. Committees

Members appointed to chair these Committees shall be considered Officers and serve on the Board of Directors while chairing their committees for one year terms.
- Newsletter Editor
- Program Director
- Public Relations Director
- Fun Run Director
- Equipment Manager
Additional ad hoc committees may be created by the Board of Directors for the remainder of the Board term of office. Chairs of these ad hoc committees shall not be members of the Board by virtue of chairing an ad hoc committee.

Article 7. Election of Board of Directors

The Board of Directors shall be nominated by a Nominating Committee, consisting of five persons appointed by the President. They shall meet and compile a slate consisting of a nominee for each Board position (except the President), each of who shall have agreed in advance of the election to serve in the position to which he/she is nominated. In the fall of each year, the Committee shall publish a notice in the Club’s newsletter stating they are taking nominations to assure membership input. There shall be no nomination for the office of President. That office shall be filled by the President-elect, who shall succeed the President. The Board shall review and discuss the slate of nominees, as presented, and shall have the power to recommend changes in the slate.
The Board of Directors shall then present the proposed Board slate at the January membership meeting of the “Club”, with the recommendation that the entire slate be accepted or rejected by the membership in attendance. Nominations from the floor will be accepted with prior approval of the nominee. If the entire slate is rejected then officers shall be elected one office at a time with additional nominations accepted as each office is presented. A majority of the votes cast shall be required to constitute election to an office. The Board elected at the October membership meeting shall take office January 1.

Article 8. Duties of Board of Directors and Committee Officers
The duties of the Board of Directors and Committee Officers shall be those customarily associated with such positions, and as outlined below:

The President shall preside at all meetings of the Board and membership. He/She shall be empowered to conduct business normally associated with the office and shall be empowered to call meetings, both regular and special, as required by circumstances. With the consent of the Board, the President shall serve as official spokesperson for the organization in the conduct of routine business and duties. The President shall serve a one-year term, from January 1 through December 31, and shall be restricted to two successive terms.
The President-elect shall serve as President in the absence of the President, and shall provide assistance as requested by the President, in conducting the routine business of the “Club”. The President-elect shall automatically ascend to the office of President without the requirements of an election on the expiration of the term of the President.
The Secretary/Treasurer shall keep timely records of business, and shall keep and update the roster and mailing list of the membership. He/She shall keep correct and complete records of financial account(s), showing accurately at all times the financial condition of the “Club”. He/She shall be the legal custodian of the monies, notes, securities and other valuables that may from time to time come into possession of the “Club”. He/She shall immediately deposit all funds of the “Club” coming into his/her hands in some reliable bank or other depository to be designated by the Board, and shall keep this bank account in the name of the “Club”. He/She shall furnish at meetings of the Board, or whenever requested by the Board or a member, a statement of the financial condition of the “Club”, including a listing of checks written and deposits made during the period reported and shall perform such other duties as the code of By-Laws may provide or the Board may prescribe. The Secretary/Treasurer may be required to furnish bond in such amount as may be determined by the Board. All drafts, checks, notes, and securities executed by the “Club” shall require the signature of either the Secretary/Treasurer or President.
Past-President shall serve as an advisor to the President and perform tasks as assigned by the President.
The Newsletter Editor shall gather, compile, edit, and prepare articles and other materials deemed appropriate for inclusion in the newsletter of the “Club”. He/She shall secure the printing and other preparation of the newsletter. The newsletter shall be published and circulated to members in good standing monthly, except that the December and January editions and the June and July editions may, at the discretion of the Editor, and with approval of the Board, be combined into single issues.
The Program Director shall be responsible for locating and paying for, with funds obtained from the Secretary/Treasurer, a facility or facilities necessary for regular meetings of the membership. He/She shall have the responsibility of securing speakers and other entertainment for membership meetings. He/She will solicit members to furnish refreshments and other necessary supplies for all club meetings without cost to “Club”. He/She shall not obligate the “Club” financially or otherwise without permission from the Board.
The Public Relations Director shall be responsible for promoting “Club” activities. Duties shall include providing speakers for schools and civic groups; provide press releases to local newspapers, radio, and TV; coordinate community projects. He/She shall not obligate the “Club” financially or otherwise without permission from the Board.
The Fun Run Director will schedule throughout the year weekly fun runs for the “Club”. Runs shall be published in local newspapers. Any cost incurred while sponsoring a fun run shall be the responsibility of the Fun Run Host(ess) and at no cost to “Club” without prior authorization of the Board.
The Equipment Manager shall be in charge of storage, maintenance, and rental of any and all equipment owned by the “Club”. He/She shall keep adequate records of rental and return of the “Club” equipment and shall forward immediately the Secretary/Treasurer any and all monies received for such rental.

Article 9. Meetings

Meetings of the membership shall be held monthly, unless otherwise authorized by the Board. The President is authorized to call special meetings or to change temporarily the regular meeting date after consultation with and approval of a majority of the Board. The membership must be notified at least 7 days prior of any such changes. A quorum must exist for the conduct of any such official “Club” business at membership meetings, including but not limited to meetings for the election of “Club” Board of Directors. A quorum for such purposes shall consist of the members in good standing present at a legally called meeting. If a quorum so constituted is present at any membership meeting, a majority of the members in good standing present at such meeting shall be necessary to conduct official “Club” business at such meeting.

Article 10. Finances

1. The “Club” is a non-profit organization. Dues, entry fees and other monies received by the “Club” shall be spent
entirely for accomplishment of the objectives and purposes of the “Club”. No Board Director or Committee Officer shall be compensated monetarily from funds of the “Club” for his/her service, nor shall any Board Director or Committee Officer accept monetary compensation from an outside source for service performed in the name of the “Club”. In the event monetary compensation is given a Board Director or Committee Officer for service performed in the name of the “Club”, such monies shall be placed in the treasury of the “Club”.

Dues shall be determined by a majority vote of members present at a meeting at which a quorum exists.

The “Club” may be affiliated with the Road Runners Club of America (RRCA). If it has been determined by a majority vote of members present at a meeting to affiliate with RRCA, “Club” will submit a portion of its annual dues to the RRCA as required for membership in that organization.

Article 11. Dissolution

In the event of dissolution of this “Club”, the funds in the treasury, after all creditors have been paid, shall go to the RRCA, providing “Club” is affiliated with RRCA at the time of dissolution or the remaining funds shall be given to other nonprofit organizations as determined by the Board.

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