By Laws of the Brazos Runners Club

BYLAWS OF THE BRAZOS RUNNERS CLUB

ADOPTED 9/7/15, amended 5/11/17, amended 4/3/19

BRC is organized to provide a structured organization for the purpose of promoting running as a sport and healthy lifestyle within our community. In furtherance of our purpose, BRC hosts group runs, fun runs, training runs and programs on the road and/or track, hosts education lectures about topics of interest for runners, provides awards for club members, hosts social events for members, and all such other things as may be conducive to the encouragement of running. BRC also engages in community activities to publicize by appropriate means the benefits of running as a means of physical fitness to improve the health status of people in our community.

III. AFFILIATION

BRC shall be a chapter of the Road Runners Club of America (RRCA), and all measures adopted by that body must be considered by this organization. BRC will submit a portion of the annual dues described in section V to the RRCA as membership in that body shall require. BRC is covered under the RRCA group 501(c)(3) exemption for federal income tax.

IV. MEMBERSHIP

Section 1: Eligibility. Any person who pays the required membership fee and subscribes to the purposes of BRC shall become a member. Anyone can join BRC without regard to race, creed, color, national origin, gender, sexual orientation or physical condition. Minors may be excluded from membership/participation at the discretion of club/event leadership. Individuals who wish to participate in the activities of this organization shall submit dues annually, complete an annual application for membership, which includes agreeing to follow the Club’s code of conduct, and sign a waiver of liability for participation in all BRC activities.

Section 2: Membership Period. The membership period begins in the month when the membership fee is paid and shall extend for one year.

Section 3: Membership Fee. The membership fee shall reflect the member’s fair share cost encountered during the membership year. Changes in membership fee must be approved by the members at an annual or special meeting as provided for in these bylaws.

Section 4: Number of Members. There shall be no limit to the number of members in BRC. BRC may divide its membership into divisions based on special interest groups within the club if such division better achieves the objectives of BRC. In the event of such division, there must be a minimum of six (6) members in each division.

V. OFFICERS

Section 1: Officers. Elected officers of BRC shall be a President, Vice President, Past President, Secretary, Treasurer, Director of Information Services, Director of Marketing/Member Services, Director of Volunteer Services and Director of Special Projects. These officers shall perform the duties prescribed by these bylaws and by parliamentary authority adopted by BRC. Mandatory officer positions are President, Vice President, Secretary and Treasurer. If non-mandatory roles are unfilled, additional duties may be assigned to other officers. Each officer will serve a term of one year. Officers can be re-elected.

Section 2: Officer Eligibility. Prior to the annual BRC meeting in May of each year, the board shall construct a ballot based upon those who have expressed interest in board positions. BRC members shall vote upon candidates who have expressed an interest in board membership. All candidates must be BRC members in good standing. To be elected to the position of President, candidate(s) must have served at least one year as an officer in a previous year.

Section 3: Elections. The officers shall be elected by ballot to serve one-year terms or until their successors are elected. The board term will begin on June 1 and end on May 31 of the following year. An online ballot will be used for elections, and a quorum consisting of twice the number of elected BRC officers plus one must vote for results to be considered official.

Section 4: Resignations. In the event an officer resigns before the end of his/her one-year term, the remaining officers on the Board may appoint a BRC member to serve in that position in an “acting” capacity. An election must be held within a timely manner after the resignation is received to duly elect an eligible replacement as described in Article V, Section 2.

Section 5: Special Committees. All Chairs of special committees shall be appointed by the President. The special committee shall be for the purpose of performing a specific responsibility, task, or project for the BRC. Upon making the appointment, the President shall describe the duties of the appointee and the length of the appointment.

Section 6: Duties. The duties of officers are hereinafter set forth. Other duties may be designated by the BRC Board of Directors as needed for the smooth running of the BRC.

Section 7: Removal from the Board. Officers who do not fulfill their duties, are found to be unethical in their job duties or representation of BRC, have become an impediment to the board’s work, or prevent the organization from working well, may be removed from the Board at the discretion of the President with a two/thirds (?) affirmative vote of the remaining officers.

(A) President: The President shall lead, manage, motivate, and support the Board of Directors and the BRC. The President shall represent the BRC to the general public. The President shall establish goals, policies, and procedures; call meetings when necessary, preside at all meetings, appoint special committees as described above (Section 5), see that such appointees fulfill their responsibilities; and perform other duties stated in the by-laws.

(B) Vice-President: The Vice-President shall serve in the absence of the President, shall plan the monthly programs for BRC board meetings, assist in public relations efforts, recruit race directors for BRC events, and perform other duties as assigned by the BRC and the President.

(C) Secretary: The Secretary shall be responsible for keeping records and minutes of all meetings or appointment a responsible designee in the event he or she cannot attend the meeting. The Secretary shall provide minutes and records of BRC Board and Club meetings to the Board. The Secretary shall notify Officers, Directors, and Committee Chairs of all meetings of the Board of Directors. The Secretary shall inform BRC members of upcoming meetings. The Secretary shall be responsible for both external and internal correspondence with BRC membership.

(D) Treasurer: The Treasurer shall be responsible for keeping all monies of the BRC, records of income, and records of expenses; collection of income owed the BRC and payment of only receipted expenses. The Treasurer shall assist in the preparation of the annual budget and shall administer the current budget. The Treasurer shall make periodic reports of the club’s financial status, prepare and file the BRC annual Tax Return, and arrange for an annual BRC financial audit. The Treasurer shall be transparent with all board members about the nature of finances and the administration of the budget.

(E) Director of Information Services: The Director of Information Technology shall be responsible for maintaining the BRC website, membership database and publication of periodic newsletters and other club promotional information in either printed or electronic form.

(F) Director of Member/Marketing Services: The Director of Member/Marketing Services shall be responsible for the development of member benefits and recruitment of new members.

(G) Director of Volunteer Services: The Director of Volunteer Services shall be responsible for recruitment of volunteers for the club events, coordination of club social activities, and development of regular club or group runs.

(H) Director of Special Projects: The Director of Special Projects shall be responsible for the development of a Brazos Runners Club street team and would oversee large-scale club running events, pending club approval. This position will also assist with the sponsorship program and stewardship.

(I) Past President: Following the President’s term, the prior occupier of this position shall advise and assist the President, and shall have such other duties as the President shall assign. If the retiring President cannot serve in this role, the Board may ask an individual who has previously served as President or Vice President to fill the position.

(J) Members At-Large: Similar to Past President, these are non-voting positions except in the case of a tie, in which non-voting board members cast the tie breaking votes. These positions need not to be filled every year, so long as an odd number of tie-breaking votes are established.

VI. MEETINGS

Section 1: Types of Meetings.

(A) Board of Directors: The BRC Board of Directors meetings shall be held monthly on a day and time selected annually by the board. Meeting date and time can be changed to ensure a quorum (Article VI, Section 2).

(B) Annual: The annual meeting of the BRC shall be held in the month of May. Meeting date and time can be changed to ensure a quorum (Article VI, Section 2).

(C) Ad Hoc: The BRC shall meet upon the call of the President or Board of Directors. The BRC shall also meet upon written request of 25 members to the President. The purpose of an ad hoc meeting shall be stated in the agenda.

Section 2: Quorum.

(A) A quorum must be present to conduct any business during a Board of Directors, Annual, and Ad Hoc meetings.

(B) A quorum of 4 Board of Directors must be present at all Board of Directors and Ad Hoc meetings.

Section 3: Notices.

(A) Time: Not less than fifteen (15) days’ notice must be given by the Secretary for any Annual meeting and not less than seven (7) days’ notice for an Ad Hoc or Board of Directors meeting. Except in the cases of emergency as determined by the President, at least three (3) days’ notice shall be given.

(B) Information: The notice of the meeting shall contain the time, date, and place, with a statement of purpose for such meeting.

Section 4: Order of Business

(A) Call meeting to order

(B) Reading, correction, and approval of the minutes of the preceding meeting

(D) Unfinished business

(E) New business

(F) Program (annual meeting only)

(G) Adjournment

Section 5: Suspension of Order of Business

The Order of Business may be suspended at any meeting by a majority vote and a new Order of Business established for that meeting.

VII. DUES

The annual dues rate for BRC membership will be set on an annual basis by the Board of Directors and shared annually with the membership as part of the regular join and renew process for BRC. If the Board elects to raise dues by more than 25% from one year to the next, the membership will vote on the recommended dues increase.

VIII. BOARD OF DIRECTORS

Section 1: Board of Directors. The officers of the BRC shall constitute the Board of Directors.

Section 2: Responsibilities. The Board of Directors shall have general supervision of the affairs of the BRC between its business meetings, fix the hour and place of the meetings, make recommendations to the BRC, present annual operating budget for BRC Board of Directors approval, and shall perform such other duties as specified in these by-laws. The Board shall be subject to the orders of the BRC and none of its acts shall conflict with action taken by the BRC.

Section 3: Conflicts of Interest. A board member must declare any conflicts of interest that might affect decisions made by the board. Board members must also acknowledge any gifts received in conjunction with their office and must refuse any gifts that exceed a value specified by the Board.

Section 4: Spending Limits. The Board may set levels of expenditures for each officer so that appropriate financial controls can be maintained over BRC monies.

Section 5: Special Meetings. Special meetings of the Board may be called by the President and shall be called upon the written request of three (3) members of the Board.

IX. STANDING COMMITTEES

Standing committees may be defined and created by the Board of Directors or individual officers as needed.

X. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the BRC in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the BRC may adopt.

XI. INDEBTEDNESS AND FINANCES

BRC shall incur no liabilities greater than its assets.

All monies for the BRC are deposited to the credit of the BRC in banks that are members of or 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 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.

XII. RESTRICTIONS

No part of the BRC funds shall benefit any individual member or other private person except to pay reasonable compensation for services rendered and that it may make payments or distributions furthering the purposes set forth in Article II.

XIII. AMENDMENTS OF BYLAWS

The by-laws may be amended by BRC Board of Directors as needed.

XIV. DISSOLUTION

As the Brazos Runners Club is a not-for-profit corporation, in the event of its dissolution any remaining assets shall be donated by remaining members to an organization qualified under section 501(c) of the Internal Revenue Code.

By-Laws of the Brazos Runners Club

Adopted on September 7, 2015

Amended on May 24, 2017

Amended April 3, 2019

By Laws of the Brazos Runners Club

BYLAWS OF THE BRAZOS RUNNERS CLUB

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