Bylaws of the
Little Rock Roadrunners Club, Inc.
Article I: Name
The name of this organization shall be the Little Rock Roadrunners Club, Inc.
Article II: Duration
The period of duration of the corporation is perpetual.
Article III: Purposes and Powers
Section A Purpose
The purpose of this organization shall be to operate exclusively for those charitable and educational purposes specified in Section 501(c)(3) of the Internal Revenue Code. Specific objectives of the Little Rock Roadrunners Club, Inc. (LRRC) shall be to promote physical fitness and better health through promoting and conducting running and walking events, meetings, and lectures on running, walking and other physical fitness activities.
Section B Powers
The organization shall have all the powers granted by the Arkansas Nonprofit Corporation Act of 1993 (Ark. Code Ann. §§ 4-33-101. et seq., 2001 Repl. Vol.), as amended from time to time, subject to the limitations set forth in the organization's Article of Incorporation or these Bylaws.
Article IV: Membership
Requirements of membership shall be the timely payment of dues and member good conduct. Membership dues include all members of a family or household who live in the same residence. Membership is subject to termination, expulsion, and suspension pursuant to the provisions of the Ark. Nonprofit Corp. Act of 1993 (presently set out at Ark. Code Ann. § 4-33-621).
Article V: Affiliation
The LRRC may be a chapter of the Road Runners Club of America, and all measures adopted by that body should be considered by this organization.
Article VI: Management and Government
Section A Board of Directors
The management of the LRRC shall be vested in a Board of Directors. The Board shall consist of the elected Officers which shall be the President, President-Elect, Secretary, Treasurer, and Membership Chairperson. In addition to the elected officers, the Board shall also consist of the Past-President and 3 At-Large Board Members. Therefore, the number of the Board of Directors is 9. All members of the Board of Directors are to attend quarterly board meetings and give timely feedback. Board Members and Officers may be removed or resign pursuant to the provisions of the Ark. Nonprofit Corp. Act of 1993 (Chapter 8). The Board of Directors shall be empowered to make decisions and transact club business in between meetings of the full LRRC membership. Specific terms and duties of each office are as follows:
President: The term of President shall be one year. The Presidential term is preceded by one year as President-Elect and followed by one year as Past-President, and is thus a 3 year commitment to serve on the Board of Directors in total. The President's duties include organizing and presiding over general LRRC meetings and board meetings; organizing or appointing someone to organize special events such as the LRRC Christmas party; writing a monthly column in the LRRC newsletter; answering the club correspondence and sending out club-wide emails for the newsletter or upcoming events; appointing a club member to fill any officer vacancy with approval from the Board of Directors. The President automatically succeeds to the office of Past-President after one year.
President-Elect: The term of President-Elect shall be one year. Election of a new President-Elect will be held every year. The President-Elect shall assume the duties of President in case of his/her absence or resignation. The President-Elect automatically succeeds to the office of President after one year.
Past-President: The term of Past-President shall be one year. The duties of this office include assisting and encouraging the President in the execution of club duties.
Secretary: The term of Secretary shall be two years. Election of a new Secretary will be held in even-numbered years. Duties of the Secretary include recording and keeping accurate minutes of all board meetings of the LRRC and sending a copy of these minutes to the Board of Directors, in a timely manner, prior to the next meeting.
Treasurer: The term of Treasurer shall be two years. Election of a new Treasurer will be held in odd-numbered years. Duties of the Treasurer include overseeing the receipt and deposit of all LRRC funds to the proper accounts, managing payment of all LRRC bills, recording of all transactions to the financial statements, preparing and distributing a quarterly financial report to the Board of Directors and preparing an annual financial report to be made available to all club members on the LRRC web site.
Membership Chairperson: The term of Membership Chairperson shall be two years. Election of a new Membership Chairperson will be held in even-numbered years. Duties of the Membership Chairperson include collecting new membership applications, adding new members to the LRRC roster, mailing a welcome packet to new members, contacting current members when their membership is set to expire, and initiating membership drives to attract new members.
At-Large Members: The term of At-Large Members shall be one year. The At-Large Members may be appointed or elected by the Officers. For purposes of identification, the At-Large Board Member positions shall be titled as At-Large Board Position #1, #2, and #3.
Section B Eligibility for service on the Board
All LRRC members in good standing are eligible to serve on the Board of Directors. Officers may succeed themselves.
Section C Terms of Office
A year of service for determining terms of office shall be from July 1 through June 30 (the LRRC year).
Section D Elections Annual Meeting in June
In the spring of each year, the LRRC shall run a notice in the newsletter and on the website announcing the Board of Director positions that are open for nominations that year. All club members in good standing may submit nominations. Nominations must be received in writing (letter or email) to the current LRRC President and Secretary at least 30 days prior to the June LRRC meeting by the close of business on the 30 th day before the meeting. Nominations are thereafter closed unless no nominations are received. If no nominations are timely received for any position, then the Board of Directors as a whole may nominate a person for that Board position. The President will contact all potential nominees to verify that they are interested in the position. Verified nominees will be listed on the LRRC website prior to the June meeting.
Section E Multiple Nominees
In the event of multiple nominees for the same office, club members will have two options for voting: online and in-person at the June LRRC meeting. An email with voting options will be sent out no less than one week prior to the June meeting. Club members will have until 48 hours prior to the June meeting to cast their ballots. Online votes will be submitted to at least 3 members of the Board of Directors who are not up for an office themselves. At the June meeting, the current President will present nominees for each contested board position and a written ballot will be made available to any club member who did not vote online. Written and electronic votes will then be totaled for the final result. A nominee must receive a majority of votes cast to win office. If there are more than two nominees and no one candidate receives a majority of votes cast, a run off election will be immediately held between the top two vote getters and will be open only to those present at the June LRRC meeting. The current LRRC president will vote only in case of ties, in which he/she will cast the deciding vote. The winner will be the candidate with the most votes. Members must be present to vote for runoff candidates, unless they have supplied a valid written proxy. Any candidate running unopposed may be elected by acclamation by a voice vote of members present at the meeting. If the candidate fails to receive a vote by acclamation, the position shall be deemed vacant and the Officers may then fill that position by appointment.
Article VII: Procedural and Voting Requirements
Section A Ordinary business
A majority vote of members present at an official club meeting is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing amendments to these bylaws and for annual elections.
Section B Quorum
A meeting is not considered official unless there is a quorum present. A quorum is considered to be twice the number of board of directors plus one.
Section C Amendments to Bylaws and Articles of Incorporation
Proposed amendments to the articles of incorporation and bylaws require a two-thirds approval vote of members voting at an official meeting. All LRRC members must be notified in writing of the proposed amendments at least 60 days in advance of the meeting during which the amendments shall be put to a vote.
Section D Meetings of Board of Directors
The Board of Directors shall meet at least four times per term year and as otherwise scheduled.
Section E Meetings of the Membership
The full LRRC meetings shall be held at least four times per year including the annual meeting in June.
Section F Parliamentary Procedure
Unless otherwise noted or decided by the members present, Roberts Rules of Order shall prevail at all meetings. The President may appoint a Parliamentarian to assist at meetings regarding parliamentary procedure.
Article VIII: Finances
Section A Dues
Any change to club dues must be approved by a majority vote of members present at a general club meeting. Nonpayment of dues shall result in a loss of LRRC membership. Notice to renew will be sent to LRRC members prior to their membership expiration date and at one and two months past due, if needed. Once a club member is two months overdue, he/she will be deleted from the club roster.
Section B Expenditures for stated purpose of Organization
This is a non-profit organization. Dues, entry fees, and other monies received by the association will be spent entirely for carrying out the stated purpose of the LRRC.
No part of the net earnings of the LRRC shall be expended or distributed other than for those purposes set out in the Ark. Nonprofit Corp. Act of 1993, as may be amended from time to time.
Section C Full Accountings for Expenditures
Members using LRRC funds for any purpose shall give a full record of expenditures to the treasurer.
Section D Fundraising
This organization shall be empowered to participate in fund raising activities consistent with the Ark. Nonprofit Corp. Act of 1993.
Section E Financial Records
All LRRC financial records shall be made available for inspection by any requesting club member as set out in the Ark. Nonprofit Corp. Act of 1993.
Article IX: Dissolution
In the event of dissolution of the LRRC, any funds or assets remaining after all creditors have been paid shall go to a non-profit, sports-related organization in this community, as determined by the Board of Directors.