Posted July 11, 2004
Read these bylaws at your own peril.
ARTICLE 1 – NAME
The name of the corporation is the Washington Running Club (hereinafter referred to as “WRC”).
ARTICLE II – PURPOSES
The WRC is organized for such charitable and educational purposes as may qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law.). More specifically, such purposes include, but are not limited to the promotion and encouragement of running and the education of the public to its benefits.
ARTICLE III – PROHIBITED ACTIVITIES
No part of the net earnings of the WRC shall inure to the benefit of its members, directors, officers, or other private persons, except that the WRC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the WRC shall be the carrying on of the propaganda or otherwise attempting to influence legislation, and the WRC shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal revenue law.)
No member or officer of the WRC shall be financially interested, directly or indirectly, in any agreement relating to the operations conducted by the WRC, nor in any transaction for furnishing services, facilities or supplies to the WRC for compensation, unless the fact of such interest be known to the Officer Board and unless such agreement or transaction shall be authorized by the Officer Board who have no interest, direct or indirect, in such agreement or transaction.
No member or officer of the WRC shall be financially interested, directly or indirectly, in any agreement or transaction for furnishing services, facilities, or supplies to any member of the WRC.
ARTICLE IV – OFFICES
The address of the principal office of the WRC is 4616 Laverock Place, NW, Washington, DC 20007-2544. The WRC may maintain additional offices at other places as the President chooses to designate.
ARTICLE V – MEMBERSHIP
SECTION 1. CLASSES OF MEMBERSHIP. There shall be two classes of membership: regular and family. Any member of the immediate household holding a family membership shall be entitled to all privileges of membership, except that the family membership is only entitled to a separate vote for each member over the age of 17. The Officer Board, by majority vote, may award life memberships to deserving individuals. The Officer Board may also create associate memberships. Associate memberships may be offered to members of other entities and would include limited benefits of full WRC membership. Associate members have no voting rights and may not hold office.
SECTION 2. DUES. The annual dues for each class of membership shall be determined by the Officer Board. For a member to remain in good standing, renewal payment is due and must be received by the Treasurer by the end of the month in which the membership expires. All memberships of the previous year expire on January 31, except new memberships received after September of the previous year.
SECTION 3. LIMITATION OF AUTHORITY. Except as otherwise specified in these Bylaws, no member shall act in the name of the WRC or take any action that would bind the WRC.
Any member found to be acting in a manner that falls into the realm of the limitation of authority or the prohibited activities outlined in Article III and who does not cease such activities after notification of the President can and shall be removed from the membership rolls of the WRC by the President and Officer Board by simple majority vote.
ARTICLE VI – MEMBERSHIP MEETINGS
SECTION 1. ANNUAL MEETING. Annual meetings of members for the election of Officers and for such other business as may be stated in the notice of the meeting, or as may properly come before the meeting, shall be held at such places, either within or outside the District of Columbia, and at such times and dates as the Officer Board, by majority vote, shall determine and as set forth in the notice of meeting. Notice of these meetings, stating the date, hour, and location, shall be by publication in the WRC News and/or Email Update. In the absence of an Officer Board determination, the Annual Meeting shall be held on the fourth Saturday of January.
SECTION 2. SPECIAL MEETINGS. Special Membership Meetings may be called by the President, the Officer Board or a signed petition of twenty-five (25) members in good standing. Notice of a Special Membership Meeting, stating the date and hour of the meeting and the place where it is to be held, shall be given the publication in the WRC News or by a mailing (or email) to all regular members and shall state the purpose of the meeting. No business other than that stated in the notice shall be transacted.
SECTION 3. QUORUM. Twenty-five (25) members in good standing must be present at an Annual or Special Membership Meeting in order to conduct official business.
SECTION 4. PROXIES. No member may vote by proxy at an Annual or Special Membership Meeting.
SECTION 5. ELECTIONS. In or before January of each year, the Officer Board shall nominate a person or persons to fill the elected positions of President and Vice President. Each member at the annual membership meeting, or other meeting called for the purpose of voting, may vote for one candidate only for President and Vice President of the WRC, with the candidate running for each office receiving the highest vote total being elected.
ARTICLE VII – OFFICER BOARD
SECTION 1. COMPOSITION. The number of official Officers shall be four, but the Officer Board shall also include up to six (6) more ex officio officers as well. The Officer Board shall consist of: President, Vice President, Secretary, and Treasurer. The President and Vice President are elected. The President appoints the Secretary and the Treasurer. Additional officers may include all, some, or none of the following: Information Officer, Coach, WebMaster, Race Team Manager, Track Coordinator, and club representative. The President may appoint other titles deemed necessary. Ex officio officers shall be appointed by the President and serve as ex officio voting members of the Officer Board. For official board voting purposes, at least three (3) of the four (4) official officers, and two (2) ex officio officers must be present at a called Officer Board meeting.
SECTION 2. TERM. Officer’s shall serve until January, 31 of the following year and until their successors are elected (or appointed) and qualify.
SECTION 3. REMOVAL. The Officer Board may remove from office an officer who in its judgment is not performing the duties of the office or assigned responsibilities or whose conduct has been judged to be prejudicial to the best interests of the organization. A removal notice shall be signed by two members of the Officer Board, be delivered at least 2 weeks prior to the meeting at which the removal will be voted on, and contain the reasons for removal. The member in question may present a rebuttal to the Officer Board which shall decide whether or not to remove the individual by a majority of the membership of the Officer Board (including elected and ex-officio officers).
The appointed positions of Secretary and Treasurer can carry for more than one 1–year term by the authority of the President. At the beginning of the President’s term (whether newly elected, or reelected), the President may remove a standing Secretary and Treasurer by serving a 2-week advance notice. Following the two-week notice period, the President may appoint a new person to fill the vacated position.
Non-elected or ex-officio Officers, selected by the President, may be removed at any time, with or without cause, by the President either prior to or at an Annual or Officer Board Meeting.
SECTION 4. VACANCIES. Upon the resignation or removal of an elected or appointed Officer, that Officer position shall be declared vacant. The remaining Officers in office, though less than a quorum by majority vote, may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Officer Board shall be held monthly or bimonthly, unless otherwise determined by the President. Regular meetings shall be held, at such time and place as may be determined by the Officer Board, without further notice.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Officer Board may be called by the President or Vice President on seven (7) days notice to each Officer, if such notice is delivered personally, by email or telephone; or on fourteen (14) days notice if sent by mail, email, or published in the club News. No business other than that stated in such notice shall be conducted.
SECTION 7. CONDUCT OF MEETINGS. The President, or in his or her absence the Vice President, shall preside at meetings of the Officer Board. The Secretary, or such other person as the presiding officer may appoint, shall record the minutes of the meeting. A majority of the Officers currently in office (not counting vacancies) shall constitute a quorum. Meetings of the Officer Board shall also be open to invited members, except that upon majority vote, the Officer Board may enter executive session to transact business which the Officer Board determines to be confidential.
SECTION 8. ACTION BY CONSENT OR BY TELEPHONE. Any action required or permitted to be taken at any meeting of the Officer Board may be taken without a meeting if a written consent to such action is signed by all members of the Officer Board and such written consent is filed with the minutes of the proceedings of the Officer Board. The Officer Board may participate in a meeting by means of a conference telephone, electronic mail, or similar communications equipment by means of which all Officers participating in the meeting are able to actively communicate and participate at their choosing. Participation by such means shall constitute presence at such meeting.
SECTION 9. PROXIES. No Officer may vote by proxy at a meeting of the Officer Board.
SECTION 10. CONDITIONS. No Officer may hold a concurrent directorship, board position, or committee representation, whether elected or selected, in another running club organization.
ARTICLE VIII – OFFICERS
SECTION 1. DESIGNATION AND TENURE. The officers of the WRC shall be the President, Vice President, Secretary, Treasurer, and any ex officio officers so designated and appointed by the President (e.g., information officer, coach, race team manager, track coordinator). No member shall concurrently hold the office of President, Vice President, Secretary, or Treasurer. The President shall have the power to appoint all officers not chosen by election. An officer shall serve a term of 1 year from January 31 of the following year and until a successor is appointed, or until a successor is elected and qualifies for the Officer Board. At the discretion and designation of the President, an ex officio officer may act in more than one ex officio capacity.
SECTION 2. PRESIDENT. The President shall be the chief executive officer of the WRC, and shall have general charge of the business, affairs, and property of the WRC with general supervision over its other officers and agents. The President shall preside at all Membership and Officer Board meetings and shall see that all resolutions of the Officer Board are carried into effect.
SECTION 3. VICE PRESIDENT. The Vice President shall serve as an assistant to the President and shall oversee and coordinate such programs, activities, and other duties as may be delegated by the Officer Board or the President. In the absence of the President or in the event of the President’s disability, the Vice President shall perform the duties and exercise the powers of the President.
SECTION 5. SECRETARY (or Secretary & Membership Outreach). The Secretary shall give, or cause to be given, notice of Special Membership Meetings and of Special Officer Board meetings. The Secretary shall keep the minutes of the meetings of the members and the Officer Board. The Secretary shall send copies of the minutes of all meetings to the Officer Board and shall also see that the books, reports, statements and all other documents required by law are properly kept and filed. The Secretary shall perform such other duties as may be delegated by the President or the Officer Board. The Secretary of the WRC also serves in the capacity of membership outreach coordinator. The Secretary may appoint one or more assistants.
SECTION 6. TREASURER. The Treasurer shall have custody of the corporate funds and other valuable effects, shall keep full and accurate accounts of receipts and disbursements in books belonging to the WRC and shall deposit all moneys and other valuable effects in the name and to the credit of the WRC in such depositories as may be designated by the Officer Board. The Treasurer shall have the authority to disburse checks as provided in Article IX hereof. The Treasurer shall maintain a system of internal fiscal control and shall report regularly to the Officer Board on the expenses and financial condition of the WRC. The Treasurer shall perform such other duties as may be delegated by the President or the Officer Board. The Treasurer may appoint one or more assistants.
SECTION 7. EX OFFICIO (Non Elected) OFFICERS. The Officer Board shall have at least two (2) ex officio officer positions at all times. All ex officio officer positions are subject to WRC policy and direction of the President and Officer Board. Positions may include, but are not limited to the following.
INFORMATION OFFICER. The Information Officer shall, subject to the general policy direction of the President and Officer Board write and send out a Weekly (if possible) WRC Email Update to the membership at large. The Information Officer shall yield to the will of members in regard to their respective wishes of whether they want to receive the Weekly Email Update. The Information Officer shall, subject to the general policy direction of the President and Officer Board, help manage and develop content for the website of the WRC. The Information Officer shall, subject to the general policy direction of the President and Officer Board, be responsible for the content of the Club News and its Website publication on a regular basis, and shall perform such other duties as may be delegated by the President or the Officer Board. The Information Officer may appoint one or more assistants.
COACH. The Coach shall, subject to the general policy direction of the President and Officer Board, be responsible for coaching and/or selecting track workouts for members. The Coach shall work in conjunction with the Race Team Manager in planning races for WRC race teams. Such efforts must be in accordance with WRC policy and not in conflict with other associated WRC running efforts.
RACE TEAM MANAGER. The Race Team Manager shall, subject to the general policy direction of the President and Officer Board, be responsible for organizing race teams of WRC members for select races as deemed appropriate by the President and Officer Board. The Race Team Manager shall work in conjunction with the Coach where appropriate. Such efforts must be in accordance with WRC policy and not in conflict with other associated WRC running efforts.
TRACK COORDINATOR. The Track Coordinator shall, subject to the general policy direction of the President and Officer Board, be responsible for helping to organize track workouts of WRC members as deemed appropriate by the President and Officer Board. The Track Coordinator shall work in conjunction with the Coach where appropriate. Such efforts must be in accordance with WRC policy and not in conflict with other associated WRC running efforts.
ARTICLE IX – FISCAL CONTROL
SECTION 1. DISBURSEMENTS. Disbursements over $25.00 shall be made only by check. Any disbursement over $5.00 shall be supported by voucher or receipt. All checks in an amount in excess of $2,000, drafts, notes, and evidence of indebtedness of the WRC shall be signed by the Treasurer only with prior approval of the President or the Vice President. However, checks in an amount not to exceed $2,000 may be signed by the Treasurer, without prior approval of the President or the Vice President.
SECTION 2. ANNUAL BUDGET. Prior to the commencement of each fiscal year, the Officer Board shall prepare and discuss an estimated budget for the following fiscal year. The Treasurer shall take the lead in developing and presenting the budget to the President and Officer Board.
SECTION 3. FISCAL YEAR. The fiscal year of the WRC shall be from January 1 to December 31.
SECTION 4. CAPITAL EXPENDITURES. Capital expenditures in excess of $3,000 must be approved by a majority of those present and voting at a Membership Meeting.
ARTICLE X – NOTICE
SECTION 1. FORM OF NOTICE. Whenever under the provision of law, the Articles of Incorporation or these Bylaws, notice is required to be given to any Officer or member, such notice may be given by publication in the News (or email update) or in writing, by mail addressed to such officer or member, at his/her post office address as it appears on the records of the WRC. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be given personally or by telephone or valid email.
SECTION 2. WAIVER. Whenever notice is required under the provision of law, the Articles of Incorporation or these Bylaws, a written waiver of the notice, signed by the person entitled to the notice, whether before or after the fact, shall be deemed to be the equivalent of such notice. Any member or Officer who attends a meeting, without protesting the commencement of the meeting or the lack of notice shall be conclusively deemed to have waived notice of such meetings.
ARTICLE XI – INDEMNIFICATION
The WRC shall, to the extent legally permissible, indemnify and hold harmless any person serving or who has served as a officer, or duly authorized agent of the WRC against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any claim, action, suit or other proceeding whether civil or criminal, in which he may be involved or with which he may be threatened, while serving or thereafter, by reason of his being or having been such an officer or agent, except with respect to any matter as to which he shall have been adjudicated in any proceedings not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the WRC.
Expenses, including counsel fees, reasonably incurred by any such officer, or agent in connection with the defense or disposition of any such claim, action, suit or other proceeding may be paid from time to time by the WRC in advance of the final disposition thereof upon receipt of an undertaking by such individual to repay the WRC the amounts so paid if it ultimately determined that indemnification of such expenses is not authorized herein. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such director, officer, or agent may be entitled. As used in this Article, the terms “officer,” and “agent” include their respective heirs, executors and administrators.
The WRC may, at the election of the Officer Board, purchase and maintain insurance on behalf of any person who is or was a officer, employee or agent of the WRC or who is or was serving at the request of the WRC as a director, officer, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in or arising out of his position, whether or not the WRC would be obligated or empowered to indemnify him against such liability under this Article XI.
ARTICLE XII – AMENDMENT
The membership may amend these Bylaws at any Membership Meeting by an affirmative two-thirds majority of those present and voting. Notice of all Bylaw amendments shall be published in the News or Email Update of the WRC.
ARTICLE XIII – DISSOLUTION
In the event of the dissolution of the WRC, the funds in the treasury, after all creditors have been paid, shall go to USA Track and Field, the national governing body for track & field, long-distance running, and race walking.
[These Bylaws were signed by President Barb Fallon Wallace & Vice President Stephen Baker on August 22, 2004.]