Bylaws of A Running Experience Club

Introduction

I. Names and Offices

The name of this organization shall be “A Running Experience Club”, hereafter referred to as “AREC”.

The principal office for the transaction of the business of AREC may be established at any place or places within or outside the State of California by resolution of the Board.

The Board may at any time establish branch or subordinate offices at any place or places where AREC is qualified to transact business.

II. Purpose

AREC is a structured organization that shall provide a safe, fun, friendly environment to support its members, encourage running as a sport and promote the benefits of a healthy lifestyle within our community. Furthermore, AREC may host group runs, fun runs, training runs, races, lectures, educational activities, clinics, and social events for club members. AREC may print and publish books, magazines and newsletters, present awards, and all such other things as may be conducive to the encouragement of running. AREC shall also engage in activities to benefit our local communities, and publicize the benefits of running as a means of physical fitness. AREC shall also participate in fundraising activities and identify charitable opportunities that are consistent with its mission statement.

AREC is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Corporation Law of California (“California Nonprofit Corporation Law”) for public and charitable purposes.

III. Affiliation

AREC 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. AREC will submit a portion of its annual dues described in Article VI to the RRCA as membership in that body shall require.

IV. Membership

Membership in AREC will be on an annual basis starting January 1. Individuals who wish to participate in the activities of this organization shall submit annual dues and an application for membership. Club members must also adhere to the club Code of Conduct at all times. The continuing requirements for RRCA membership by a local road running club are:

• To have no fewer than ten individual members.
• To conduct democratic elections at least every two years.
• To provide a financial summary of club operations to the membership at least annually.
• To provide for membership without regard to race, creed, color, nation origin, gender, or physical condition.
• To pay dues in a timely manner.
• To comply with RRCA bylaws, rules, policies and procedures governing membership.

V. Management and Governance

The management of AREC shall be vested in an elected primary Board of Directors, who are members in good standing for at least 12 months, consisting of the following elected officers:

1. Elected Officers: These are the elected positions, in order of succession, should an office be vacant for any reason.
   1. The President is the Chief Executive Officer and is responsible for fulfilling the mission of the club. The President shall preside over meetings, represent this organization in the RRCA, call special meetings, and appoint committees and chairpersons thereof.
   2. The Vice-President shall assume the powers of the President in his/her absence, and take on special assignments as requested by the President.
   3. The Secretary shall record minutes at meetings, distribute minutes to board members, manage club files.
   4. The Treasurer is responsible for club financial policies, procedures and controls. The Treasurer receives and distributes, with the approval of the club, all club funds. The Treasurer oversees and prepares the club budget, collects membership dues and pays any bills incurred by the club. The Treasurer keeps an accurate account of all transactions and provides a financial summary of club operations to the members at least annually.
   5. The Club Information Officer shall keep membership records, manage databases and website, edit and distribute monthly newsletter. The CIO maintains a database of member accomplishments and tracks member participation in running events for the purposes of reporting progress towards the achievement of annual awards and recognition.

   The management of AREC shall also be vested in appointed secondary Board positions, who are members in good standing for at least 6 months, consisting of the following appointed officers:

2. Appointed Officers: These are the appointed positions, should an office be vacant for any reason, and may or may not be required at the discretion of the Board. The Board can create additional secondary appointed Board positions to meet determined needs without requiring a change to the Bylaws.
   1. Training Coaches – Coordinate, coach and manage the various training programs, possibly including Long Beach Marathon, Los Angeles Marathon, Couch-to-5k and Track workouts. Provide training programs, course directions, secure guest speakers, ensure water stations, bring tents, tables and information, maintain email distribution lists and send weekly emails as necessary.
   2. Water Station Coordinator – Communicate with Training Coaches and secure volunteers to ensure that water stations are supported and supplied for each half and full marathon training run.
   3. Trail Master – Coordinate, coach and manage the trail running program, which includes posting scheduled runs, meeting locations, course maps and organizing local races of interest.
   4. Competition Coordinator –Coordinate club presence and encourage member participation at local races by transporting club tent / information to generate greater awareness / visibility of the club.
   5. Membership Coordinator – Encourage club membership, explain benefits, accept new or returning member applications and dues, distribute membership gear, greet new runners, serve as contact point. Assist the CIO.
   6. Social Coordinator – spearhead, plan, secure volunteers and delegate responsibilities for parties, fun runs and other social get-togethers.
   7. Fundraising/Community Service Coordinator – Create and manage fundraising opportunities, and identify charitable opportunities that are consistent with the club mission statement. Create a greater awareness of the club through community outreach.
   8. Volunteer Coordinator – Solicit and coordinate club members to support various club activities requiring volunteers including social events, water stations, etc.
   9. Social Media Coordinator – Manage and execute daily social media communications.

   The Board is the governing authority and has total oversight over the management of AREC’s affairs. It carries out all the objectives and purposes for which AREC is organized. This general mandate includes, but is not limited to, setting Club policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring AREC’s programs and services, elevating AREC’s public image, and hiring of any employees.

3. Elections: Board of Director Officers shall be elected every two years by its members. The candidate receiving a majority of votes cast shall fill each office. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected or shall have been removed in the manner hereafter provided. Election of an officer shall not of itself create a contract right.
4. Eligibility: A person to be eligible for nomination as President or Vice-President shall be a member of this organization and have served in the past as a Board member, either Elected or as Appointed Chair. Nominees for the position of President or Vice-President may be opened up to all club members if no current members with past Board member experience choose to run for either position at the time of an election. A Board Member may accept nomination and run for election to another office without resigning. No person may fill more than one position simultaneously.
5. Term of Office: Term of office shall be two years, beginning with or at the close of the first meeting held within the calendar year, and in no case beginning later than March 31. The first election shall be held concurrently with the membership registration. If it is necessary to replace an Elected Board member due to resignation, death, etc. prior to fulfillment of the term, a list of willing candidates will be compiled and the position appointed for the rest of the term by a minimum 2/3 agreement from the remaining Board members. Offices filled upon resignation, death, etc. shall also expire at the time of the end of the original term.
6. Procedural Requirements: Parliamentary procedure will be carried on at meetings, and every effort will be made to discuss any measures coming before the group. A majority vote of the Board members present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a Bylaw amendment and those require approval of 2/3 of the Board. All official meetings require a quorum which is defined as the number of Elected Board members plus one. No official meeting shall be held unless a quorum is present. The Board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the RRCA, 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.
7. Removal: Any officer elected or appointed by the Board of Directors may be removed by said Board whenever in its judgment the best interests of AREC would be served thereby, including violations of the Code of Conduct, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
8. Resignation: Any Board members may resign by giving written notice to the President, the Secretary, or the Board. Such a written resignation will be effective on the date it is delivered or the time specified in the written notice that the resignation is to become effective. No Board member may resign if the club would then be left without a duly elected Board Member in charge of its affairs.

VI. Dues

The annual dues rate for AREC membership will be set on an annual basis by the Board of Directors, and shared with the membership as part of the regular join and renew process. Dues may not be changed more than once per year. This organization shall submit a portion of the annual dues to the RRCA as membership in that body shall require.

VII. Finances

The Board establishes an annual operating budget, and membership dues, event entry fees and other monies received by AREC will be used to support the budget and carry out the club’s stated purpose. The Board may authorize the President and/or any Elected Board member to enter into any contract or execute and deliver any instrument in the name of and on behalf of AREC with approval of the Board majority. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of AREC are signed by authorized officers or employees and in accordance with policies and procedures adopted by the Board. All monies for AREC are deposited to the credit of AREC 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 that 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.

VIII. Tax Status and Dissolution:

AREC has been formed under California Nonprofit Corporation Law for the charitable purposes described in Article II, and it shall be nonprofit and nonpartisan. No substantial part of the activities of AREC shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and AREC shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

No part of the net earnings of AREC inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except that AREC may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article II.

In the event of dissolution of AREC, 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) non-profit organization that is consistent with the AREC mission statement.

 

AREC Bylaws approved and effective this 1st day of January, 2018