Approved by the Run
Whitefish Membership on February 1, 2010
The name of this organization is "Run
Whitefish, Incorporated".
Run Whitefish promotes and encourages distance
running as a national and international competitive sport, and it improves
national fitness and health by supporting running and jogging. Toward those goals, Run Whitefish
promotes and conducts races or other running activities; disseminates
information on running via publications, presentations and educational
programs; takes part in or conducts research; and does related activities.
ARTICLE
III – ORGANIZATION AND MEMBERSHIP
Run Whitefish consists primarily of individuals who
promote the running and fitness purposes described above. It encourages the formation and development
of and assists such individuals.
To join Run Whitefish, these individuals must:
1. Have an interest in promoting running as a sport and as
healthful exercise;
2. Pay Run Whitefish dues promptly;
3. Allow membership or participation
without regard to race, creed, color, national origin, gender, sexual
orientation, or physical condition,
4. Comply with Run Whitefish bylaws, rules,
policies and procedures governing membership; and
5. Operate according to local, state
and federal laws pertaining to such organizations and be
a Run Whitefish member in good standing at all times.
A. Run Whitefish is a running club that may conduct
training runs, social gatherings, organize running events, and related
activities. Run Whitefish is a
nonprofit group.
Aside from the general requirements mentioned above,
other requirements for RRCA membership by Run Whitefish are that we:
1. Have a board of directors with a minimum of three board
members;
2. Conduct democratic elections at least every two years;
3. Provide a financial report of club operations to the
membership at least annually.
B. Individual
Members.
Individuals who join Run Whitefish so long as Run Whitefish is a Club member of
the Road Runners Club of America (RRCA) automatically become individual members
of the RRCA. Anyone not a member
of Run Whitefish may become a member of the RRCA through the national
organization.
Annual Run Whitefish dues
for all membership categories are established by the Run Whitefish board of
directors
(ÒboardÓ). However, dues increases
of more than 5% in a year must be approved by a majority vote of the Run
Whitefish membership.
Members whose annual dues are paid by March 1 are
considered to be in good standing. Those whose dues are not paid by March 1 are
in arrears and cannot vote at Run Whitefish meetings, per article V-D below.
ARTICLE V
– MEETINGS OF THE GENERAL MEMBERSHIP
A. Annual Meeting. An annual meeting of the Run Whitefish
membership shall be held on a date and at a location determined by the Run
Whitefish Board and shall be announced no less than three (3) months prior to
the meeting.
B. Special Meetings. Other meetings may be conducted as deemed
necessary by the President. The President shall call a membership meeting upon
the written request of not less than twenty- five percent of the total membership
or by a majority of the Run Whitefish Board.
C. Notice. Written notice stating the location, day
and time of the meeting and, in case of a special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days prior to the date of the meeting to each member entitled to vote at
the meeting.
D. Voting.
1. Each household is
entitled to one vote.
2. A vote may be cast by
email, mail-in ballot, in person or by proxy.
E. Proxies. A Run Whitefish member not in attendance at the
membership meeting may designate another individual member of Run Whitefish as
proxy.
F. Order of Business. The order of business at
the annual meeting shall be as follows:
1. Call to Order
2. Roll-call
3. Action on minutes of
preceding meeting
4. Reports, if any, of
officers
5. Report of Board of
Directors
6. Report of Committees
7. Unfinished business,
if any
8. New business
9. Election of officers
and directors
10. Adjournment
G. Informal Action.
Any action required or permitted to be taken at a meeting of members may
be taken without a meeting if a consent or consents in writing setting forth
the action so taken, shall be signed by the members having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all members having a right to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent shall be given to those
members who have not consented in writing.
A. Board responsibilities.
1. The board is the governing
authority and has total oversight over the management of Run Whitefish
affairs. It carries out all the
objectives and purposes for which Run Whitefish is organized. This general mandate includes, but is
not limited to, setting Run Whitefish policy, financial oversight, strategic
planning, fundraising, legal oversight, determining and monitoring the Run
WhitefishÕs programs and services, elevating the Run WhitefishÕs public image, if
needed; hiring the executive director, supporting the executive director and
reviewing his/her performance and compensation, and leading Run Whitefish in
grass roots running and physical fitness.
2. The board sets policies on all
disputes and grievances.
3. The board may delegate to specific
officers, employees and committees the powers provided for in these bylaws.
B. Geographic residence requirements. Each member of the ÒboardÓ must reside
in Flathead County, Montana.
C.
Elections.
1. Alternate-year elections. The board members are divided into two
groups for election in alternate years:
a.
Group 1: President and treasurer are
elected in even numbered years.
b.
Group 2: Vice President and
secretary are elected in odd numbered years.
2. General rules.
a. All nominees for board positions must be
members of Run Whitefish.
b. A board member may serve in more than
one board position at a time.
c.
A board member may simultaneously serve as a director or play a role in a
committee and/or support group.
d.
A board member may accept nomination and run for election to another board
position without resigning.
3. Terms of office.
a.
The term for all elected board positions is approximately two years, defined as
follows: the term begins on the
first day of the calendar month following the initial election and lasts until
the comparable day two years hence, when the next convention is held. For purposes of term limits, such terms
are considered to be precisely two years.
b. An officer or director may be reelected
to the same office or to a different office.
c. There is no limit to the number of
terms a person may serve.
4. Nominating Procedure. See Article
VIII.B.1.
5.
Election process. At the annual
meeting, each open position (see VI.C.1 above) is voted on separately and is
filled by the candidate receiving a majority of votes cast. When more than two
candidates are nominated and a majority vote is not reached on the first
ballot, the candidates having the two highest number of votes are put on a
ballot for a runoff.
D.
Board meetings.
1. The board holds at least one
regular meeting each year, as called by the president. Additional (special) meetings may be
called (a) by the president or (b) at the written request of at least one-half
of the board.
2. Each board member is notified in
writing of the time and place of a meeting at least ten calendar days prior to
the meeting.
3. Quorum. Two-thirds of the board members are a quorum for the
transaction of business. The act
of the majority of those present and voting is binding.
4. Board members may attend a meeting
by telephonic or similar equipment by means of which everyone participating in
the meeting can hear each other. A board member participating in a meeting by
this means is deemed to be present in person at the meeting.
5. The board may act without meeting
in person.
6. The board, on
rare occasions, may need to act quickly on an issue
that normally requires a vote by Run Whitefish general membership. A special meeting of the general
membership at such times may not be feasible due to the short notice, expense,
etc. Under such circumstances the
board may act on the issue only by first getting written consent from members,
via regular mail, email if sent via pdf
document showing the signature, or facsimile. The approval must represent a majority
of the total votes of the general membership calculated as at the annual
meeting. After acting, the board
or staff, if delegated, must inform the general membership within seven
calendar days.
E. Vacancies. No
vacancy created by the resignation of a board member may be filled until the
resignation has been submitted in writing to the president.
1. If the office of the president
becomes vacant, the vice president may choose to become president to fulfill
the unexpired portion of the term. The vice president must decide within seven
days after the vacancy occurs. If the vice president declines the position, the
vice president convenes a special meeting of the board to elect a person to
fulfill the unexpired portion of the term. The meeting must take place within
30 days after the vacancy has occurred.
2. The president fills any vacancy in
other board positions with an eligible person, although the board
may, by majority vote, overrule any particular choice. That person fulfills
the unexpired portion of the term.
F. Removal from Office.
1. As determined by a majority vote of
the other board members, an officer or director may be removed from office for:
a) missing
two consecutive regular board meetings without an excuse approved by a majority
of the board; (b) illegal (unlawful) activity; or (c) not carrying out or
fulfilling the duties of the position.
G. Duties of the president. The president (a)
provides leadership to the board by proposing policies and practices, (b)
presides at all board meetings and membership meetings, (c) oversees all of the
Run Whitefish provisions, objects and purposes, (d) appoints the members
(including chairpersons) of committees and task forces (but see Art. VIII.A.1),
(e) recommends to the board the creation and disbanding of temporary
committees, (f) is an ex-officio member of each committee, (g) serves as the
primary liaison between the board and the executive director, (h) reports with
recommendations at the annual meeting, (i) delegates
or assigns specific functions or program responsibilities to other members of
the board or to the executive director (although the board
may overrule any particular such action), and (j)
performs all other duties that pertain to the office or that may be specified
in these bylaws or specified by the board.
H.
Duties of the vice president. In the absence of the
president or in the event of the president's disability or refusal to act (as
agreed upon by at least a majority of the board), the vice president performs
the duties of the president, and when so acting, has all the powers of and is
subject to all restrictions of the president. The vice president also
discharges such other duties as may from time to time be required of the vice
president by the president or by the board.
I. Duties of the treasurer. The treasurer:
1. Ensures
that Run Whitefish finances are managed according to generally accepted
accounting principles (GAAP) for nonprofits and that funds are secured,
deposited, invested, spent and reported according to the board's policies and
procedures.
2. Is
responsible for timely filing of tax returns.
3. May
recommend that any or all of the above duties be delegated to employed staff,
volunteers or independent professionals as the board may choose, provided,
however, that the treasurer is responsible for oversight of such tasks.
J. Duties of
the secretary. The secretary is responsible
for: (a) recording the minutes of all board and membership meetings, (b)
effectively managing and authenticating the Run Whitefish records, (c)
verifying the voting list for the annual meeting, (d) counting ballots at the
annual meeting, and (e) all other duties normally associated with the office of
secretary.
Any or all of these secretarial duties
may be delegated to employed staff, volunteers or independent professionals as
the board may choose, provided, however, that the secretary remains responsible
for oversight of these tasks.
K. Duties of
directors. Directors
fulfill the functions assigned by the president, the board, and as may be set
forth in these bylaws.
The
executive director (ED) serves as the chief executive officer (CEO). The board may hire the ED, who in
turn is accountable to the Board. The board may carry out the tasks without an
ED. The ED (a) presides over the
day-to-day management and daily affairs of Run Whitefish, (b) advises the board
and ensures that its actions are carried out, and (c) performs or ensures the
performance of all other duties that are assigned or delegated by the board.
VIII. COMMITTEES AND
OTHER SUPPORT GROUPS
The following remarks apply to all such groups; for
brevity they are hereafter referred to as ÒcommitteesÓ or Ògroups,Ó regardless
of their function.
A. General rules.
1. Appointing
authority. The
president has sole authority to appoint members (including the chairperson) of
a committee, fill vacancies, and release any committee member(s) (with or
without cause) from further duty; however, the board may, by majority vote,
deny one or more of those actions. With board approval, the president may delegate
to the ED the role of implementing staffing needs (including membership changes
or dissolution) of groups normally supervised by staff.
2. Length of service of committee members. Members are appointed promptly after
each annual meeting (or promptly after the creation of a committee). The length
of service for all committee members terminates at the end of the next annual
meeting; the president may then reappoint selected
members and appoint new members (although the board, by majority vote, may
overrule any particular choice). There
is no limit to how long an individual may be on a committee.
3. Quorum and manner of acting. A majority of a committee constitutes a quorum, and the act
of a majority of the members present at a meeting at which a quorum is present
is the act of the committee. Each
committee may adopt rules for its own governance not inconsistent with these
bylaws or with rules adopted by the board.
B. Committees and support groups. Committees and support groups include: (a) operational,
ongoing or annual functions and programs not designated as permanent in these
bylaws, and (b) ad hoc committees such as task forces and special panels.
1. Creation and dissolution. Committees not otherwise listed in these bylaws are formed
and/or dissolved by a majority vote of the board. The board may take this
action based on the recommendation of the president, executive director, a Run
Whitefish member, or through its own deliberations.
2. Terms. All committees formed by the board continue until
the next annual meeting, unless dissolved sooner by the board. After that
annual meeting, committees are either reauthorized by the board or allowed to
terminate. For reauthorized
committees, members are appointed as described in the general rules of paragraph
A, above.
The board is kept informed of the activities and
progress of each group and has oversight duties only in regard to the final
outcome (approval, acceptance or rejection, ratification, etc.). Outcomes that do not meet with board
approval may be returned to the group for justification, reconsideration, or
further work as needed.
A. Contracts.
The board may authorize any officer to enter into any contract or execute and
deliver any instrument in the name of and on behalf of Run Whitefish.
B. Checks.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of Run Whitefish are signed by
authorized officers or employees and in accordance with policies and procedures
adopted by the board.
C. General Funds.
All monies are deposited to the credit of the Run Whitefish in banks that are members of or whose deposits are insured by the Federal
Deposit Insurance Corporation or other government insurance agency.
The
president reviews the status of the general fund at least quarterly. At the same time, he/she reviews a
forecast of 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.
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 majority vote)
that no substantial injury to the rights of members has occurred.
ARTICLE XI - TAX STATUS REQUIREMENTS AND
DISSOLUTION
No
part of the net earnings of Run Whitefish inures to the benefit of, or is
distributable to, its members, trustees, officers, or other private persons;
except that Run Whitefish may pay reasonable compensation for services rendered
and may make payments and distributions in furtherance of the purposes set
forth in Article II. No substantial part of Run WhitefishÕs activities can be
the carrying on of propaganda or otherwise attempting to influence
legislation. Run Whitefish may not
participate in, or 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, Run Whitefish may not carry on any other activities not
permitted to be carried on by a corporation (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 Run Whitefish,
the board will distribute the assets (a) for one or more exempt purposes within
the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding
section of any future federal tax code; or (b) to the federal government, or to
a state or local government, for a public purpose.
Any such assets not so disposed of
will be disposed of by the circuit court of the county in which Run WhitefishÕs
principal office is located. Such
assets must be solely for purposes or to organization(s) that said Court determines
operate exclusively for the tax-exempt or public purposes, as just described.
Any
former or current Run Whitefish director or officer, or other such persons so
designated at the discretion of the board, or the legal representative of such
person, is indemnified by Run Whitefish against all reasonable costs, expenses
and counsel fees, paid or incurred in connection with any action, suit, or
proceeding to which any such person or his/her legal representative may be made a party by reason of his being or
having been such a director or officer, or serving or having served the
corporation, except in relation to matters as to which he is found guilty of
negligence or misconduct in respect of the matters in which indemnity is sought
and in relation to matters settled or otherwise terminated without a final
determination on the merits where such settlement or termination is predicated
on the existence of such negligence or misconduct.
A. Procedure. These bylaws may be amended by
two-thirds of those voting at an annual meeting, as follows: (a) a proposed amendment must be
submitted in writing to the Run Whitefish office at least 30 days preceding the
annual meeting; (b) the office forwards it to the board for consideration; (c)
the board may consult with the originator regarding possible editing,
interpretations and modifications; (d) the board by majority vote determines
its position for, against, or for with a recommended change; and (e) the board
returns the proposal along with its position to the office, so that both the
proposal and board position can be included in the notice of the annual
meeting.
B. Resubmission. A proposed amendment, which has not
been recommended by the board and has been defeated at the annual meeting may not be resubmitted until at least one annual
meeting has intervened. The board determines, in its sole discretion, whether
an amendment is sufficiently similar to one previously considered to be
governed by this subsection.
C.
Effective Date. An amendment becomes effective upon
adoption, unless another date is specified as part of the amendment.
D.
Codification. The board may renumber, revise, codify and
correct any provision in these bylaws, and in the rules, policies, procedures
and regulations of Run Whitefish, to eliminate errors, to correct spelling and
grammar, to provide consistent numbering and to bring about proper order and
sequence, but in so doing it may not change the meaning of any provision.
President: Matthew Smelter
Signature: