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Constitution and Bylaws

CONSTITUTION AND BY-LAWS
of the
MONTGOMERY COUNTY ROAD RUNNERS CLUB, INC.

ARTICLE I. NAME

The name of the association shall be the “Montgomery County Road Runners Club, Incorporated” herein after referred to as MCRRC.

ARTICLE II. PURPOSES
The purposes of the MCRRC shall be to: * To promote and encourage running;

* To hold championships, races on the road or track, time trials, social runs; sponsor lectures, demonstrations and social events; print and publish books, magazines and newsletters; make awards; and do these and such other things as may be conducive to the encouragement of running.

* To engage in community activities, publicize by appropriate means the benefits of running and jogging and to coordinate with other organizations advocating running as a means of physical fitness.

ARTICLE III. AFFILIATION

The MCRRC shall be a chapter of the Road Runners Club of America, and all measures adopted by that body must be considered by this organization.

ARTICLE IV. MEMBERSHIP Section 1. Eligibility

Membership is open to all persons and becomes effective upon completion of the Application for Membership and the payment of the prescribed membership dues in accordance with the dues structure currently in force.

Section 2. Types of Membership

A. There shall be three types of paid membership – individual, primary plus one and family. MCRRC may award free membership(s) at any time (e.g., for Runner of the Year). Primary plus one membership shall refer to a married couple, domestic partners or a single parent and one child. Family membership shall refer to a married couple, domestic partners, guardians and dependent children up to age 24 residing in one household.

B. The first name listed on a family or primary plus one membership application shall be considered the prime member. The prime member shall be the addressee on MCRRC correspondence, newsletters, etc. Family and primary plus one members shall have the same rights and responsibilities as individual members.

C. An additional type of membership shall be a Lifetime membership. Lifetime membership shall be a specific honor bestowed by MCRRC for exceptional and unique contributions to the sport of running and to MCRRC. There shall be no more than two individual honorees in any single calendar year. The Board of Directors shall establish the criteria and the rules under which such honorary lifetime membership may be awarded.

Section 3. Responsibilities of Membership

All members are expected to contribute to MCRRC goals and activities through participation in club events, volunteering and otherwise supporting the purposes of the MCRRC.

Section 4. Termination of Membership

Membership shall be terminated for failure to pay the prescribed dues at time of renewal. A sixty-day grace period will be permitted before deletion from the membership rolls.

ARTICLE V. FINANCES Section 1. Dues

The dues structure shall be determined by a majority of the members present and voting at the Annual Business Meeting, Annual Budget Meeting or Special Meeting and shall not be increased more than once per year.

Section 2. Fiscal Policies

A. Fiscal Year – The fiscal year shall run from January 1 to December 31.

B. Non-Profit Status – MCRRC is a non-profit organization. Dues, entry fees, and other monies received by the organization will be spent entirely for carrying out the stated purposes of the organization. No part of the net earnings of the club shall inure to the benefit of any individual member.

C. Accounting for Expenditures – Members using MCRRC funds for any purpose shall give a full accounting of expenditures to the Treasurer.

D. Fund Raising – The MCRRC shall be empowered to participate in fund raising activities.

E. Check Signatures – Checks and/or electronic debits issued for over $1,000 by the MCRRC shall require the written documented approval (e-mail or otherwise) and/or signature of two officers or board designated individuals.

G. Annual Budget – The Board of Directors shall, at the Annual Budget Meeting, present for membership approval a proposed budget for the next fiscal year.

Section 3. Dissolution

In the event of dissolution of the MCRRC, the funds in the treasury, after all creditors have been paid, shall be distributed to one or more not-for-profit Section 501(c)(3) organizations.

ARTICLE VI. MANAGEMENT AND ORGANIZATION Section 1. Management

The management of the MCRRC shall be vested in a Board of Directors, which has the responsibility and authority to conduct the business of the MCRRC as provided for in the Constitution and By-Laws. The Board of Directors has the responsibility and authority to make all decisions normally made by management of a small business, including the hiring of any appropriate paid staff deemed necessary to fulfill the mission and strategic goals of the MCRRC.

While the Board of Directors may delegate day-to-day authority and responsibility for the administrative and operational activities of the MCRRC to paid staff, it will be the responsibility of the Board to provide direction and supervision to paid staff, the President or a designee from the Board of Directors will serve as the day-to-day supervisor of paid staff.

Section 2. Composition of the Board of Directors

The Board of Directors shall consist of the officers President, Vice-President, Secretary, Treasurer and five additional Directors.

Section 3. Election of Board Members and Term of Office

Members of the Board shall be elected in accordance with the procedures contained in Article VIII, Elections. They shall take office at the conclusion of the Annual Business Meeting at which they are elected and shall hold office until successors have been duly elected and take office or until a Member resigns or is removed. The term of office shall be two years, and an Officer shall not be elected to the same office for more than two consecutive terms.

The President and Vice President and three Directors shall be up for election in odd- numbered years, and the Treasurer and Secretary and two Directors shall be up for election in even-numbered years.

The Treasurer, Secretary and two Directors (to be determined by drawing at election) elected in 2013 shall serve a one-year term. The Treasurer and Secretary elected shall be eligible for one more consecutive two year term beginning in 2014.

Section 4. Qualifications of Directors
Directors must be members of the MCRRC and be at least 18 years of age. Section 5. Vacancies

If any position on the Board shall become vacant for any reason, the President with the approval of the Board of Directors shall appoint a person to fill the unexpired portion of the term.

Section 6. Removal of an Officer or Director

The Board of Directors may remove from office an officer or director who in its judgment is not performing the duties of the office and/or assigned responsibilities or whose conduct has been judged to be prejudicial to the best interests of the MCRRC. The board member under consideration for removal shall be given written notice by an officer at least 30 days prior to the meeting at which time the removal is to be voted upon together with a written statement detailing the reasons upon which the removal is proposed. This statement shall be signed by at least three members of the Board then in office. The member in question shall be permitted to present a rebuttal before the Board. The member in question shall be removed upon a majority vote of the remaining total membership of the board.

Section 7. Duties of Officers

A. President – shall preside at meetings, represent the MCRRC in the RRCA and other organizations, call special meetings, appoint committees and chairpersons thereof.

B. Vice President – shall assume the powers of the President in his or her absence and take on special assignments as requested by the President.

C. Secretary – shall record the minutes of meetings and keep a file of such minutes and, when requested by the President, accept assignments involving correspondence and the keeping of records.

D. Treasurer – shall administer all MCRRC finances, maintain a current status of accounts, disburse funds as directed in accordance with requirements of Article V, Section 2, Paragraph G, and prepare an annual financial report and annual budget for presentation at the Annual Budget Meeting.

Section 8. Committees

A. Nominating Committee – A Nominating Committee shall be named as required for the election process specified in Article VIII, Elections. Members of the Nominating Committee shall be approved by a majority of the Board of Directors.

B. Other Committees – Other committees necessary for the management of the MCRRC shall be determined by the Board of Directors, and their respective chairpersons shall be appointed by the President in consultation with the other Members of the Board. Members of such committees may be named by the President or the designated chairperson.

Section 9. Conflict-of-Interest

All Board members and staff are required to adhere to the current MCRRC conflict of interest policy and to submit a signed conflict of interest disclosure statement.

ARTICLE VII. MEETINGS
Section 1. Annual Business Meeting

An Annual Business Meeting of the members shall be held prior to April 1 each year at a date, time and place determined by the Board of Directors. At the Annual Business Meeting the members present shall elect officers and directors and shall transact such other business as properly may be brought before the meeting, including those items defined in Section 2 below under Business Meetings.

Section 2. Annual Budget Meeting

An Annual Budget Meeting of the members shall be held in December each year (weather permitting) at a date, time and place determined by the Board of Directors. The Board of Directors shall present for membership approval a proposed budget for the next fiscal year and shall transact such other business as may be properly brought before the meeting, including those items defined in Section 3 below under Meetings. In the event of inclement weather forcing cancellation of the meeting, the meeting shall be rescheduled as soon as practicable.

Section 3. Meetings

Items of business that may only be transacted at the Annual Budget Meeting, Annual Business Meeting or Special Meeting include modification to the Constitution and By- Laws as specified in Article X, changes in the dues structure, and proposed expenditures that would likely cause the MCRRC to exceed the approved total budget for the fiscal year.

Section 4. Board Meetings

Meetings of the Board of Directors shall be held on a monthly basis unless a majority of the Board waives the requirement for a specific month. Board meetings shall be called by the President. The Board may act on all club business except for those items of business reserved for The Annual Business Meeting, Annual Budget Meeting, or a Special Meeting.

Section 5. Special Meetings

Special Meetings may be called by the President, by petition to the President in writing and signed by three members of the Board of Directors, or by petition to the President in writing and signed by ten club members age 18 or over. The written petition must list the subject or subjects of the meetings and the rationale for calling a Special Meeting. At a Special Meeting the discussion can only pertain to the subjects for which the meeting was called.

Section 6. Meeting Notification

Members will be given fifteen days notice of the Annual Business Meeting, Annual Budget Meeting, and Special Meetings. The subject or subjects of a Special Meeting shall also be included in the notification.

Section 7. Quorum

Twelve members age 18 or over shall constitute a quorum at the Annual Business Meeting, Annual Budget Meeting or Special meetings of the MCRRC. Five directors constitute a quorum at a Board of Directors meeting.

Section 8. Voting on Proposals

For any proposal to be brought to a vote a motion by a member must be made and seconded. To be adopted, a motion must receive a majority of votes of those members present and voting. Only members age 18 and over are eligible to vote.

Section 9. Parliamentary Authority

Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the MCRRC except where superseded by these by-laws or by special rules of order, which may be adopted by the MCRRC.

ARTICLE VIII. ELECTIONS
Section 1. Nominating Committee

Approximately four months prior to the Annual Business Meeting the President shall name a Nominating Committee of at least five members in accordance with the requirements of Article VI, Section 8A, Nominating Committee, and shall appoint the Chairperson. The Board may make recommendations to the President about members of the Nominating Committee and shall approve the committee members named by the President.

The length of service for all committee members shall be two years. Of the five seats, the Chair and two members shall be up for appointment in odd-numbered years and the remaining two seats shall be up for appointment in even-numbered years. A drawing will be held to set the initial assignments of even and odd numbered years. An individual may serve no more than three consecutive terms on any nominating

committee and must then go off for at least two years. After that two-year period, that individual is again eligible for reappointment to the Nominating Committee.

The two members to be appointed in even-numbered years will serve a one-year term beginning in 2013, and be eligible for re-appointment in 2014 as long as such an appointment will not allow their consecutive years of service to exceed six years.

The Nominating Committee shall prepare a list of candidates for the positions to be elected at the Annual Business Meeting. The list shall include at least one but no more than two candidates for each officer position. It shall also include at least one candidate for each director position but no more candidates than twice the number of director positions.

The Nominating Committee shall submit their list to the president at least twenty-one days prior to the Annual Business Meeting. The president must post the nominating committee’s list to the membership at least fourteen days before the Annual Business Meeting.

Section 2. Nominations

The Chairperson of the Nominating Committee shall place into nomination at the Annual Meeting the list of candidates submitted to the President. Nominations shall also be accepted from the floor from any member who has notified the president at least seven days prior to the Annual Business Meeting that he or she wishes to run.

Section 3. Voting

Members age 18 years and older who are present at the meeting are eligible to vote. Voting is done at the Annual Business Meeting and can be done by voice vote or acclamation. In the case of two people running for the same position, the election shall be by plurality of the members voting. A secret ballot shall be used.

ARTICLE IX. PUBLICATIONS

The Board of Directors shall exercise general policy control and direction of any publications, editorial, or advertising which the MCRRC may issue.

ARTICLE X. AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

This Constitution and By-Laws may be amended by a two-thirds vote of the members present and voting at the Annual Business Meeting, Annual Budget Meeting or Special Meeting providing that at least fifteen days written notice of the proposed change is given to the members.

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 plurality of the members voting) that no substantial injury to the rights of members has occurred.

ARTICLE XII. EFFECTIVE DATE
This Constitution and By-Laws, as amended, are effective as of December 15, 2013.

Last amended December 15, 2013.