Bylaws

The By-laws can also be viewed here: Saline County Strider By-Laws

BY-LAWS OF THE SALINE COUNTY STRIDERS

CONTENTS

Article I. NAME

Article II. DURATION

Article III. PURPOSES

Article IV. AFFILIATION

Article V. ORGANIZATION AND MEMBERSHIP

Article VI. BOARD OF DIRECTORS

Article VII. OFFICERS AND DUTIES

Article VIII. NOMINATIONS AND ELECTIONS

Article IX. MEETINGS OF THE GENERAL MEMBERSHIP

Article X. VOTING

Article XI. FINANCES

Article XII. TAX STATUS REQUIREMENTS

Article XIII. CONFLICT OF INTEREST

Article XIV. ETHICS POLICY AND CODE OF CONDUCT

Article XV. PARLIAMENTARY AUTHORITY

Article XVI. INDEMNIFICATION

Article XVII. AMENDMENT OF BYLAWS

Article I. NAME

The name of this organization shall be “Saline County Striders Club” (“SCS”), hereinafter referred to as the (“Club”).

Article II. DURATION

The period of duration of the Club is perpetual.

Article III. PURPOSES

The purpose of this organization shall be to operate exclusively for charitable and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code. Specific objectives include promoting and conducting running events; meetings, and lectures on running, jogging, and walking as sports and means of enhancing physical fitness; and supporting other activities related to running, walking, sports, health, and fitness.

Article IV. AFFILIATION

The Club shall be a chapter of the Road Runners Club of America (“RRCA”). All measures adopted by the RRCA must be considered by this organization. The Club will submit a portion of the annual dues to the RRCA as required for membership.

Article V. ORGANIZATION AND MEMBERSHIP

Section 5.01 Membership

Membership is on an annual basis starting from the day of enrollment. The Club promotes equitable opportunities for membership and participation in all associated activities without discrimination based on characteristics protected by local, state, or federal law.

Individuals wanting to participate in Club activities must pay annual dues, complete an annual membership application agreeing to follow the Club’s code of conduct and sign a waiver of liability.

Section 5.02 Types of Membership

  • Individual Membership: Available on an annual basis for a fee of $20 for one year or $45 for 3 years. Members are entitled to all benefits and privileges of the Club.
  • Family Membership: Available for an annual basis for a fee of $25 for one year or $60 for 3 years. The Family Membership extends benefits to all members of a single household (up to 6) residing at the same address.

Membership fees are non-refundable.

Section 5.03 Termination and Reinstatement of Membership

Membership may be terminated in the following ways:

  • by resignation in writing;
  • by failure to pay required annual dues; or
  • for cause as shown in Section 5.04. 

Reinstatement can be achieved by payment of annual dues, except for termination for cause under Section 5.04.

Section 5.04 Termination for Cause

Membership may be terminated for just cause by a 2/3 vote of the membership present at a meeting with a quorum following Article IX. Members terminated for cause will forfeit all dues payments.

Section 5.05 Code of Conduct

  • Show respect for fellow club members at all times.
  • Show respect and appreciation for the volunteers who give their time to help the club and/or event(s).
  • Never yell, taunt, or threaten physical violence towards other members of the club, a volunteer, or event spectator.  Members with a criminal history of violence or with a legal restraining order against them by another member may be barred from membership and participation in all club activities.
  • Never use abusive or vulgar language, or make racial, ethnic, or gender-related slurs, or derogatory comments at club-hosted events.
  • Never make unwanted sexual or physical contact with other members. Members found to be listed on a sex offender registry, convicted of a sex crime, or caught having, creating, or distributing child pornography will be immediately barred from membership and all participation in club activities.
  • Abide by race rules and engage in fair competition, which includes anti-doping compliance, no course cutting, or other means of gaining a competitive advantage that is considered cheating when participating in club races or other races where you may represent the club by wearing a club-branded singlet, shirt, uniform, etc.
  • Always report violations of the Member Code of Conduct policy to The Board in writing.

Article VI. BOARD OF DIRECTORS

Section 6.01 Composition and Authority

The Board of Directors (“The Board”) manages the Club’s affairs and consists of elected officers as outlined in Article VII. The Board considers any vote of the membership on proposals and plans as advisory in managing the Club’s business affairs.

Section 6.02 Meetings

The Board shall meet at least four times per year, excluding the annual meeting in June for elections. Meetings can be held at any convenient location in Arkansas deemed appropriate by The Board.

Section 6.03 Quorum

A majority of the number of board members fixed by these bylaws constitutes a quorum for business transactions. A majority vote of board members present is necessary to pass ordinary measures.  All measures shall be deemed ordinary except those proposing a bylaw amendment.  No official meeting shall be held no business conducted unless a quorum is present.

Section 6.04 Mission

The Board carries out the Club’s mission, purposes, and objectives, including fiduciary, legal, and strategic oversight, financial sustainability, fundraising, serving as ambassadors, and ensuring diversity, equity, and inclusion.

Section 6.05 Responsibilities of Board of Directors

  • Fiduciary, legal, and strategic oversight, and guiding the organization by adopting sound, ethical policies and monitoring the Club’s programs and services. 
  • Reviewing all information provided by the Treasurer and other board members related to oversight for the organization
  • Participating in all scheduled board meetings, unless excused for an absence.
  • Ensuring adequate resources and financial sustainability for the Club, which requires fundraising support and engagement by all directors and officers.
  • Serving as ambassadors for the organization. 
  • Hiring and setting compensation for any independent contractors, race directors, coaches, or staff.

Article VII. OFFICERS AND DUTIES

Section 7.01 Club Officers

The Club officers are the President, Vice-President, Secretary, Treasurer, Public Relations Officer, and Race Directors.  All positions except Race Directors are elected positions.  Race Directors shall be appointed on a case-by-case basis for individual races or on a yearly basis as determined by The Board.

Elected Officers will serve for one-year terms extending from July 1 to June 30 of each year. There is no limit to the number of terms an officer may serve. 

Other than President and Vice-President, officers may hold more than one elected position on The Board.

Section 7.02 Duties of Officers

  • President: Presides over meetings, represents the Club publicly, appoints committees and nominates members for vacant board positions, and oversees activities.
  • Vice-President: Assists the President, assumes duties in the President’s absence, and takes on special activities as assigned by the President.
  • Secretary: Maintains meeting minutes, keeps a physical and digital file of all minutes, oversees all election processes, prepares correspondence as necessary or as directed by the Club president, issues notices of meeting of The Board or the Club, maintains Club records, a performs other duties as requested by the President.
  • Treasurer: Manages Club finances, including dues collection, depositing funds into the bank depository as chosen by The Board, pays authorized Club expenses in accordance with the provisions of Section 9.04, is responsible for safeguarding the Club’s monetary assets, drafts financial policies and budgets for board approval, ensures that The Board receives regular and accurate financial statements, ensures that all federal, state, and local reporting takes place, and performs other duties as requested by the President. The Treasurer shall furnish at all meetings or upon request a written statement of the financial condition of the Club showing income and expenses and shall make copies of the bank records available upon the request of The Board. The Treasurer shall also maintain a current membership roster, submit required reporting information to the Road Runners Club of America, and submit any required tax information to the Internal Revenue Service as prescribed by law and regulation.
  • Public Relations Officer: Manages public communications, sponsorships, event promotion, and other duties as assigned by the President.
  • Race Director: Organizes and oversees Club races, including event planning, safety, facilities, awards, and any other matters pertaining to Club races.

Section 7.03 Officer Elections and Vacancies

For purposes of officer elections, a quorum shall consist of a majority of The Board plus an equal number of other members as determined in Section 5.01.

In the event of a vacancy in any office except that of President, The Board shall fill the remaining term of the vacancy pursuant to Section 8.03.

Section 7.04 Removal from Office

As determined by a majority vote of the other board members, an officer or director may be removed from The Board for the following reasons:  missing three consecutive regular board meetings without an excuse approved by The Board; engaging in illegal (unlawful) activity; being convicted of crime while on The Board; and/or committing egregious violations of stated Board policies that are not corrected by the Director/Officer following a written warning by The Board. 

Section 7.05 Other Information

Officers serve without salary, and no part of the Club’s net income benefits its directors, officers, or private persons, except for reasonable operating expenses of the Club. The Board may authorize reimbursement, in accordance with the Club’s policies on reimbursement, for reasonable expenses incurred by members of The Board in the performance of his or her duties. The Board shall maintain a Conflict of Interest policy and require annual disclosure statements from each board member, showing compliance with Article XIII.

No loans shall be made by the Club to the members of The Board.

Article VIII. NOMINATIONS AND ELECTIONS

Section 8.01 Nominations

At least 60 days before the June meeting, The Board shall announce open board positions in the newsletter. Nominations for Club officers shall come from the members of the Club. Club members in good standing may submit nominations in writing to the President and Secretary at least 30 days prior to the annual meeting. If no nominations are received, The Board may nominate candidates. No one shall be nominated for a board position without their consent. Verified nominees shall be listed in the newsletter before the June meeting.

Section 8.02 Elections

Officers are elected by a majority vote of members present at the annual meeting.

Section 8.03 Vacancies

Vacancies, except for the President, are filled by majority vote. The Vice-President assumes the President’s duties if vacant. Unfilled terms may be filled by a majority vote at a membership meeting with a quorum. Notice of such a meeting is given at least five days in advance to all members in good standing.

Article IX. MEETINGS OF THE GENERAL MEMBERSHIP

Section 9.01 Annual Meeting

The annual meeting shall be held in June at a time and place as designated by The Board.

Section 9.02 Regular and Special Meetings

Regular meetings are held at times and places as designated by The Board. Special meetings may be called by the President or a majority of The Board.

Section 9.03 Quorum

A quorum for any meeting of the members consists of twice the number of elected Club officers, plus one. If a quorum so constituted is present at any membership meeting, a majority vote of the members present at such meeting shall be necessary to approve the election.  Membership votes on proposals and plans related to the management of the business affairs of the Club are considered to be advisory and are non-binding on The Board.

Article X. VOTING

Section 10.01 Voting Rights

Members in good standing are eligible to vote. A member who has paid the required membership dues is considered in good standing. 

The Board will notify members at least 15 days in advance of any meeting, and will present the voting process and options, which may include digital, mail-in, proxy, and/or in-person options. Written notice, including email, shall be sent to members in advance of any Membership or Special Meeting outlining voting instructions approved by The Board.

Article XI. FINANCES

Section 11.01 Fiscal Year

The fiscal year is from January 1 to December 31.

Section 11.02 Dues

Membership dues are determined annually by The Board.

Section 11.03 Budget 

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 the Club with approval of The Board majority. The Treasurer prepares an annual budget, which must be approved by The Board.

Section 11.04 Procedures

All drafts, checks, notes, and securities executed by the Club shall have prior approval of the President or Vice- President and require the signature of the Treasurer except as otherwise provided in this Section. Authority for payment of routine recurring expenses including Post Office box fees, storage room fees, RRCA dues and insurance, Grand Prix entry fees, newsletter preparation and printing, and web site management may be delegated to the Treasurer. The Treasurer is authorized to pay normal race expenses including trophies, shirts or other races mementos, race timing, and equipment or space rental fees, as requested by the designated Race Director.

All monies for the Club are deposited to the credit of the Club in banks whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency. 

No Club funds may be deposited in the personal account of a member of The Board.  The Treasurer reviews the status of all accounts at least quarterly and forecasts 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.

Article XII. TAX STATUS REQUIREMENTS AND DISSOLUTION

The Club operates in accordance with Section 501(c)(3) of the Internal Revenue Code to maintain its tax-exempt status.

No part of the net earnings of the Club inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except that the Club may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article III. No substantial part of the Club’s activities can be the carrying on of propaganda or otherwise attempting to influence legislation.  The Club may not participate in nor 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, the Club may not carry on any other activities not permitted to be carried on by a corporation or company (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 the Club, 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 the Club’s.

Article XIII. CONFLICT OF INTEREST

The Board adopts a conflict-of-interest policy to protect the Club’s interests. The Board must have undivided allegiance to the Club’s mission and may not use their positions, information about the Club, or the Club’s property, in a manner that allows them to secure a pecuniary benefit for themselves or their relatives.

Business transactions of the Club in which a member of The Board has an interest shall not be prohibited, but shall be subject to close scrutiny, and any such proposed transactions shall be reviewed carefully to determine that they are in the best interest of the Club and will not lead to a conflict of interest. 

For the purposes of this policy, The Board has an interest in a proposed transaction if any Officer or Member has a substantial financial interest in the proposed transaction, or holds a position as trustee, director, general manager, principal officer, or employee in any such organization involved in the transaction.  Prior to the start of any negotiations or any considerations of grant requests by the RRCA, board members shall make full disclosure to the best of their knowledge of any dual interest in a proposed transaction by submitting a report to the President or other officer designated by The Board to handle such matters, supplying any reasons what the transaction may not be in the best interest of the Club, which will be forwarded to all members of The Board if the transaction requires board approval.

An Officer with a dual interest in a proposed transaction shall not vote on the matter and, depending on the circumstances, be excluded from any discussion on the matter.

Officers shall not use inside information of the Club for personal gain and shall place the interest of the Club foremost in any dealings involving the Club.

Article XIV. ETHICS POLICY AND CODE OF CONDUCT

The Board adopts an ethics policy to ensure ethical conduct. Officers and Members must respect others, follow race rules, and report violations. Code of Conduct Key points include:

  • Respect for fellow members and volunteers;
  • Prohibition of abusive language, threats, or physical violence;
  • No unwanted sexual or physical contact;
  • Compliance with anti-doping rules and fair competition; and
  • Reporting violations in writing to The Board.

Article XV. PARLIAMENTARY AUTHORITY

Proper Parliamentary Procedure shall be followed at all meetings, and every effort will be made to discuss any measures coming before The Board.  Roberts Rules of Order govern all meetings unless inconsistent with these bylaws or special rules adopted by the Club.

Article XVI. INDEMNIFICATION

The Club indemnifies The Board to the fullest extent permitted by law.

Article XVII. AMENDMENT OF BYLAWS

Section 17.01 Procedure for Amendment

Bylaws may be amended by a majority vote. Proposed amendments must be submitted in writing to the President 120 days before a meeting. The Board reviews and, by majority vote, determines its position as for, against, or for with a recommended change, and includes its position with the proposal in the next meeting notice. In emergencies, The Board may waive the 120-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the monthly meeting.  In such cases, The Board may expedite the process but must communicate the proposed amendment and board position to the membership with at least 15 days’ notice. 

Defeated proposals cannot be resubmitted for one year. The Board determines, in its sole discretion, whether an amendment is sufficiently similar to one previously considered to be governed by this paragraph.

An amendment becomes effective upon adoption unless another date is specified as part of the amendment.

The Board may renumber, revise, codify, and correct any provision in these bylaws, and in the rules, policies, procedures, and regulations of the Club, to eliminate errors, correct spelling and grammar, provide consistent numbering, and to bring about proper order and sequence, but in so doing it may not change the meaning of any provision. 

Section 17.02 Effective Date

Bylaw amendments shall go into effect immediately unless otherwise provided for.