BY-LAWS of the NORTH BROOKLYN RUNNERS, INC.
(Dated May 9, 2015)
Meeting of the Membership
Board of Directors and Elections
Committees and Task Forces
Tax Status Requirements and Dissolution
The name of the organization shall be "North Brooklyn Runners, Inc.", hereinafter referred to as the “Club”.
To support the Brooklyn running community by fostering a healthy, well-balanced and active lifestyle. Towards these goals, we will hold races, workshops, social events and develop a spirited network of group runs and running based activities that are open to runners of all ages, abilities, and experience levels. We will organize our members to volunteer at local running events and support the local community by volunteering for local nonprofit organizations. The purpose of the Club may be amended from time to time with approval from the Board of Directors (Board”).
Membership in the Club shall be on an annual basis. Anyone can apply for Membership to the Club without regard to race, creed, color, national origin, gender, sexual orientation, physical condition, or age. Individuals who wish to become Members of the Club shall complete an annual application for Membership, which includes agreeing to the Club’s Code of Conduct and signing a Waiver of Liability. Minors may be excluded from Club Membership or participation in Club events at the Club’s discretion. Voting Members of the Club shall not be registered or voting members of another local, competitive running club.
The Club does not charge Membership dues. Any future decision to charge Membership dues must be approved by the Board of Directors (“Board”).
V. MEETING OF THE MEMBERSHIP
Section 1. Adoption of the By-Laws. The Board shall call for the adoption of the By-Laws at the October 26, 2014 meeting of the Members. The proposed By-Laws shall be circulated at least two-weeks before the meeting of the Club Membership. A two-thirds majority of Members present and voting in person shall be required for the adoption of the By-Laws.
Section 2. Annual Meeting. There shall be an annual meeting of the Members in September or October to include the election of the Directors, the Board’s presentation to the Members of the annual report, status updates by the Club’s Officers to the Members, and such other business as the Board shall determine. The Board shall provide at least three-weeks’ notice of the date, time and location of the Annual Meeting.
Section 3. Town Hall Meeting. The Board shall call a Town Hall meeting during the months of April or May to include status updates by the Board and the Club’s Officers, and to discuss such business as the Board shall determine. The Board shall provide at last three-weeks’ notice of the date, time and location of the Town Hall Meeting.
Section 3. Regular Meetings. The Board shall call regular meetings of the Members at its discretion, and shall provide at least three-weeks’ notice of the date, time and location for these regular meetings.
Section 4. Notice of Meetings. Notice of meetings may be provided electronically, including but not limited to, posting notice on the Club’s Google Group, Website or Facebook pages. Notice of each meeting shall state the date, time and location of the meeting. The meeting notice shall also request that Members submit items to the Board, in writing, to be included on the meeting’s Agenda. These requests should be submitted to the Board at least five (5) days prior to the meeting date.
Section 5. Quorum and Adjournment of Meetings. Eleven (11) Members, present in person, shall constitute a quorum for the transaction of business by Members at any meeting of the Members. If at any meeting of the Members there is less than a quorum present, the Members present shall adjourn the meeting from that time until a quorum is present.
Section 6. Organization and Rules of Order. The President of the Board shall preside at all meetings of the Members or, in the absence of the President, a Chairperson of the meeting shall be chosen by the Board, or if no Directors are present, by the Members present. The Vice Presidents shall act as secretaries at all meetings of the Members, but in the absence of both Vice Presidents, the presiding officer may appoint any person to act as secretary of the meeting. Behavior at meetings is subject to the Code of Conduct.
Section 7. Minutes of Meetings. The Vice Presidents shall record the minutes of the meetings and make them available electronically to the Members within two-weeks of a meeting.
Section 8. Order of Business. The order of business at all meetings shall be determined by the Board and set forth in an agenda to be distributed to the Members prior to the start of the meeting.
VI. BOARD OF DIRECTORS (“BOARD”) AND ELECTIONS
Section 1. Powers and Duties. The Board shall manage and control the affairs and property of the Club under the guidance of the Members. All corporate powers, except such as are otherwise provided for in the Certificate of Incorporation or the laws of the State of New York, shall be and are hereby vested in and shall be exercised by the Board.
Section 2. Number and Qualifications. There shall be seven (7) directors. The number of directors may be increased or decreased by a vote of the majority of the directors. Every effort shall be made to maintain an odd number of directors so as to provide a tiebreaker in voting. No decrease in the number of directors shall shorten the term of any incumbent director. Being a Member is a prerequisite for being a Director and the minimum age for a director shall be eighteen.
Section 3. Compensation. There shall be no compensation for Directors or Officers, but they may be reimbursed for reasonable expenses incurred on behalf of the Club.
Section 4. Nomination and Election of Directors.
(a) Election. At the Meeting of the Members, the Directors shall announce the results of the election of the new Board.
(b) Nomination of Candidates. Each candidate shall be nominated by ten (10) Members in writing, which may include electronic means. The nominee must also provide a brief written statement of his or her qualifications for directorship. The candidate shall present the accepted nominations and the brief written statement of qualifications to the Vice Presidents, or the person designated by the Board, no less than fourteen (14) days prior to the election. Candidates must be Members.
(c) Acceptance and Publication of Candidates. The period of accepting candidate nominations shall be not less than twenty-one (21) days. Acceptance of nominations shall close no later than fourteen (14) days prior to the election. The Vice Presidents or their designee shall accept all nominations for candidates for Directors and shall prominently post the list of candidates and their brief statements of qualifications electronically. The posting of the list of candidates and their statements of qualifications shall be made no later than seven (7) days prior to the election.
(d) Election of Directors. Directors shall be elected to hold office until their one year term is completed, and until their successors have been elected and qualified. Elections may be held to fill vacancies at either of the two bi-annual Club Meetings: the Town Hall in April or May, or the Annual Meeting in September or October.
(e) Monitoring of Election. The Board shall be responsible for ensuring fairness for all parties. Members shall be entitled to witness the counting of ballots. The Board shall establish detailed election procedures at least one (1) week prior to the Annual Meeting. The election procedures shall remain in place unless superseded by subsequent election procedures.
Section 5. Term of Office. Newly elected Directors of the Club who have been elected at the Town Hall Meeting in April or May shall take office on the last Sunday of May. Newly elected Directors of the Club who have been elected at the Annual Meeting in September or October shall take office on the first day immediately following the New York City Marathon, or if no New York City Marathon is held that year, the Board shall take office on the first day after the first Sunday in November of that year. Directors shall remain in office for one (1) year or until the election or appointment of a successor. Board members may not serve more than two consecutive one (1) year terms. Board members who wish to serve a second term must adhere to the election protocol outlined in Article VI, Section 4 of the By-laws.
Section 6. Vacancies. In case of a Director’s death, resignation, removal, or loss of Membership, that Director’s position shall be vacant, and such Director shall be replaced by an election for the vacancy at the next available of the two bi-annual Club Meetings: the Town Hall in April or May, or the Annual Meeting in September or October.
Section 7. Resignation. A Director may resign at any time by giving written notice to the Board, the President, or the Vice Presidents of the Club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 1. Number and Qualifications. The Officers of the Club shall be the President, two (2) Vice Presidents, the Treasurer and other such other Officers, if any, as the Board may from time to time determine to appoint. The President, two (2) Vice Presidents and the Treasurer must be Directors. No person may hold more than one office in the Club at the same time. No instrument required to be signed by more than one officer may be signed by one person in more than one capacity. Officers must be Members and shall serve without salary.
Section 2. Election and Term of Office. The Officers of the Club shall be elected by a majority of the Board at the annual meeting of the Board and shall hold office until the next annual meeting of the Board. Each officer shall hold office for the term of which he or she is elected and until his or her successor has been elected and qualified.
Section 3. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired position of the term may be elected by a majority of the Board.
Section 4. Removal. Any Officer of the Club may be removed for cause by a majority of the vote of the Board.
Section 5. Resignation. Any Officer may resign at any time by giving written notice to the President or Vice Presidents. If any Officer ceases to be a Member for any reason, he or she shall be deemed to have resigned as an Officer.
Section 6. President: Powers and Duties. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Members and of the Board. The President has general supervision of the affairs of the Club. The President shall have the power to enter into contracts on behalf of the Club. The President shall perform such other duties as shall from time to time be assigned to him or her by the Board.
Section 7. Vice Presidents: Power and Duties. There shall be two (2) Vice Presidents. In the absence of the President, one of the Vice Presidents shall perform the duties of the President. The Vice Presidents shall serve as secretary of all meetings of the Members and the Board, shall prepare and maintain the minutes of all such meetings. The Vice Presidents shall attend to the giving and serving of all notices of the Club, and shall have charge of such books and records as the Board may direct. The Vice Presidents shall attend to such correspondence as may be assigned to him or her. The Vice Presidents shall perform such other duties as shall from time to time be assigned to him or her by the Board.
Section 9. Treasurer: Power and Duties. The Treasurer shall maintain full and accurate accounts, receipts and disbursements of the Club, and shall deposit all monies and other valuable effects of the Club in the name and to the credit of the Club. The Treasurer shall audit the accounts of the Club and present such audit in writing at the annual meeting of the Members. The Treasurer shall present an annual report setting forth in full the financial conditions of the Club at the annual meeting of the Members. The Treasurer shall perform such other duties as shall from time to time be assigned to him or her by the Board.
Section 10. Other Officers. The Board shall appoint, by a majority vote at the Annual Meeting of the Board, Members to hold the below listed Other Officer positions. The Other Officers shall hold office until the next annual meeting of the Board. Each Other Officer shall hold office for the term of which he or she is elected and until his or her successor has been elected and qualified. The duties and responsibilities of the Other Officers may be changed or amended by the Board. The Other Officer positions may be filled by more than one Member.
(a) Run Officer(s). The Run Officer(s) shall:
Appoint run leaders; and
Encourage Member participation in group runs; and
Communicate with run leaders; and
Gather feedback from the Membership on current and potential new group runs; and
Approve new runs into the schedule and decide if runs should discontinue; and
Resolve any issues that Members may have with certain runs; and
Maintain the group run schedule on all websites; and
Hold bi-annual meetings with all run leaders.
(b) Race Officer(s). The Race Officer(s) shall:
Support and encourage Member participation in races, especially club points races; and
Maintain the race participation spreadsheet; and
Post pre-race transportation information and pre-race meeting time and location for all club points races on the Club’s Google Group page; and
Coordinate team bib pickup for club points races; and
Coordinate at-race meeting locations; and
Be responsible for writing brief race reports; and
Maintain a system for tracking Member race times, Member progress and personal records; and
Collect and submit New York City Marathon local competitive runner identities to New York Road Runners (“NYRR”); and
Attend NYRR club council meetings.
(c) Volunteer Officer(s). The Volunteer Officer(s) shall:
Create a list of proposed volunteer opportunities relevant to the Club’s purpose to be submitted to the Board every three months; and
Coordinate with NYRR and other community organizations to create volunteer opportunities for the Club; and
Organize Members to participate in volunteer events; and
Maintain a list of volunteer events and participants, including date, time, location and any organizations involved.
(d) Social Officer(s). The Social Officer(s) shall:
Create a list of proposed social events open to the Club’s Membership to be submitted to the Board every three months; and
Gather ideas from the Membership for social events; and
Coordinate with other Officers to co-produce social events; and
Post social events on the Club’s Website, Google Group and Facebook pages; and
Maintain a list of locations and their contacts who can offer their space for events; and
Maintain a list of all past social events, including date, time, location and expense.
(e) Gear Officer(s). The Gear Officer(s) shall:
Create a memorandum concerning the current state of Club gear, including the amount of gear ordered, or expected to be ordered and the amount of gear sold, to be submitted to the Board every six months; and
Maintain relationships with printers, distributors, and Members who want to order gear; and
Manage the Club’s PayPal account as it relates to Gear; and
Make gear available for in-person purchase as necessary; and
Post gear related announcements on the Club’s Website, Google Group and Facebook pages; and
Manage biannual gear orders to be held during the period March through April and September though October, to be determined by the Gear Officer(s); and
Maintain the Club’s on-line gear store; and
Coordinates NYC Marathon gear custom orders, and any other custom orders, as needed.
(f) Membership Officer(s). The Membership Officer shall:
Oversee the entry of new Members into the Club;
Maintain the Club’s Membership rolls;
Maintain and manage the Club’s Google Group, Local Competitive Google Group and Facebook pages;
Enforce the Club’s Code of Conduct; and
Maintain database of signed Code of Conduct and Waiver acceptances; and
Conduct the annual survey of the Members and report the survey’s findings to the Board and then to the Members at the Town Hall Meeting.
(g) Member Programs Officer(s). The Member Programs Officer(s) shall:
Create a list of proposed workshops, clinics and events that are relevant to the Club’s purpose to be submitted to the Board every six months.
Gather ideas from Members for workshops and clinics,
coordinate with other officers to co-produce workshops, clinics and other events;
Maintain a list of locations and their contacts who can offer their space for meetings;
Maintain a list of all past Member programs, including their dates, locations and presenters; and
Post workshops, clinics and other events on the Club’s website, Google Group and Facebook Page.
(h) New Member Officer(s). The New Member Officer(s) shall:
Create a list of proposed events focused on welcoming the Club’s new Members to be submitted to the Board every six months;
Coordinate with other officers to co-produce events focused on new Members.
(i) Media Officer(s). The Media Officer(s) shall:
Maintain and manage the Club’s Twitter page, and any other social media forums not including the Club’s Website, Google Group or Facebook pages.
(j) Web Officer(s). The Web Officer(s) shall:
Maintain the Club’s Website page, including coordinating the renewal of our domain names, as needed.
Coordinate with other Officers to assist in the providing of notice to the Members.
(k) Comptroller(s). The Comptroller(s) shall:
Be responsible for the accounting and financial reporting of the Club; and
Assist the Treasurer in the performance of his or her duties;
Section 11. Additional Officers. Additional Officers, that are not listed in Section 10 above, may be elected for such period, and have such authority and perform such duties, either in an administrative or subordinate capacity, as the Board may from time to time determines.
VIII. COMMITTEES & TASK FORCES
The Board has the authority to create committees and task forces, appoint members thereto, and dissolve committees and task forces as it deems appropriate to carry out the purpose of the Club. The Board will define the duties and deliverables for all committees and task forces and outline the performance expectations for all committee members or task forces. All committee and task force members serve for one year or a term as defined by the Board. The Board shall be kept informed of the activities and progress of all committees and task forces, and the Board has oversight duties in regard to the final outcome approval, acceptance or rejection, ratification of the actions of a committee or task force.
The Board approves an annual operating budget, as presented to the Board by the Treasurer. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club are signed by authorized Officers or employees and in accordance with policies and procedures adopted by the Board. All monies for the Club are deposited to the credit of the Club 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 or any Club Officer. The Treasurer reviews the status of the general fund at least quarterly. At the same time, he or she reviews a forecast of estimated deposits and disbursements for the succeeding quarters.
X. SAVINGS CLAUSE
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.
XI. TAX STATUS AND DISSOLUTION
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 II. 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, 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, the Club 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 the Club, the funds in the treasury, after all creditors have been paid, shall go to the Open Space Alliance for North Brooklyn, or another 501(c)(3) nonprofit organization with a similar purpose to the Club’s.
To the full extent authorized by law, the Club shall indemnify any person, made or threatened to be made, a party in any action or proceeding, whether civil or criminal, by reason of the fact that the person, his or her testator or intestate, is or was a Director or Officer of the Club or served in any capacity at the request of the Club any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The foregoing shall not obligate the Club to purchase directors’ and officers’ liability insurance, but should applicable law permit the Club may purchase such insurance if authorized and approved by the Board.
XIII. AMENDMENTS TO THESE BYLAWS
The By-Laws may be adopted, amended or repealed by the Members at the annual Members meeting or any regular Members meeting. The affirmative vote of at-least two-thirds of the Members present in person at any meeting of the Members shall be required to approve amendments to, or repeal of, these By-Laws.
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 herein 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.