MILFORD ROAD RUNNERS CLUB INC.
BYLAWS
Updated: 5/22/2023
Article I
Name
Section 1. Name. The name of the Corporation shall be Milford Road Runners Club, Inc. and it is sometimes referred to in the Bylaws as the Club.
Article II
Purposes
Section 1. Purposes. The purposes for which the Club is formed are those set forth in its Certificate of Incorporation, as from time to time amended. Namely, to promote physical fitness and running as a means to fitness; to provide for the mutual encouragement, enjoyment, assistance, and improvement of its members in road running efforts by providing social and athletic recreational programs; to assist in the development and sponsor of special programs that promote physical fitness for people of all ages; to stimulate the interest of the general public in road running particularly, and the benefits of physical fitness generally.
Section 2. Restricted Purposes. The Club is not formed for pecuniary interest of financial gain, and no part of the assets, income, profit of the Club is distributed to, or inures to the benefit of its officers or any member. No substantial part of the activities of the Club shall be for the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate on intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 3. Promotion of Purposes. The purposes of the Club are promoted through an achievement awards program, through special Club-sponsored fun runs, through its meetings and communications with the public and are governed and qualified by the basic policies set forth in Article III.
Article III
Basic Policies
The following are the basic policies of the Club:
Section 1. Nature. The Club shall be noncommercial, nonsectarian and nonpartisan.
Section 2. Use of Name. The name of the Club or the names of any members in their official capacities shall not be used in any connection with commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Club.
Section 3. Cooperation. The Club shall cooperate with other organizations and agencies interested in, or concerned with road running, but persons representing the Club in such matters hall make no commitments that bind the Club.
Article IV
Membership and Dues
Section 1. Membership. Any individual, over the age of 17, who subscribes to the purposes and basic policies of the Club may become a member of the Club subject only to compliance with the provisions of the Bylaws. Membership shall be available without regard to race, color, creed, national origin, sex, or age or as otherwise provided by law. Persons may be admitted to membership at any time.
Section 2. Rights of Members. Only members in good standing of the Club shall be eligible to participate in its regular meetings, to serve in any elective or appointive positions, or to be eligible for any of its running achievement awards.
Section 3. Dues. Dues shall be paid upon joining the Club and annually by their anniversary date. However, all members in good standing on December 31, 2022, and have renewed 2023 membership by January 31, 2023, will be deemed to have a calendar year membership period and their renew dues will be paid annually by January 1, starting in 2024. All due payments will cover the subsequent twelve-month period and any member that has not paid dues will be removed from the Club. The Executive Board is authorized to waive the membership dues for any member if it sees fit. The amount of the dues shall be set by a majority vote of the membership at a regular or special meeting of the Club.
Section 4. Membership Removal. A member can be removed from membership for just cause by following the same Officer Removal from Office procedure in Article V, Section 4.
Section 5. Honorary Membership. Honorary membership to the Club shall be open to persons, who in some way, have contributed towards the professional growth and purpose of the Club. They may not hold office. They shall have no voting privileges and shall be exempt from paying dues. The Executive Committee is authorized to award honorary membership for a one year period and the honorary membership is eligible for award in subsequent years.
Article V
Officers and Elections
Section 1. (a) Officers. The Officers of the Club shall consist of President, Vice-President Programs, Vice-President Public Relations, Vice-President Membership, Secretary and Treasurer.
(b) Election. Officers shall be elected by ballot at the annual meeting in November. However, if there is but one nominee for any office, it shall be in order to move that the Secretary cast the elective ballot of the Club for the nominee. Officers shall assume their official duties immediately following their election at the November election and shall serve for a term of one (1) year and until the election of their successors.
(c) Re-election. An officer is eligible to seek re-election for consecutive term in the same office or any other office.
(d) Proxy, Mail and E-mail Voting. Voting by proxy or by mail is not permitted under this Article V or Article IX, however vote by e-mail that identifies the member is permitted, but not required. A vote of the membership at the club meeting prior to the annual meeting in November will decide whether to permit email voting for all nominated officers.
Section 2. (a) Nominations. Only those persons who have signified their consent to serve if elected shall be nominated for or elected to such office.
(b) Receipt of Nominations. Nominations shall be received by the nomination committee at least fifteen (15) days before the annual meeting.
(c) Notification. The Secretary shall provide a list of candidates and the office they are seeking to the total Club membership by mail or e-mail at least fifteen (15) days before the annual meeting.
Section 3. Vacancy. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the remaining members of the Executive Committee, notice of such election having been given.
Section4. Removal from Office. An officer may be removed from office for just cause only as follows:
(a) Petition. A petition containing at least twenty-five (25) signatures of Club members in good standing is presented to the Executive Committee stating the reason for such action.
(b) Notification. The officer to be removed and the total Club membership will then be notified of the petition and such notification shall be given at least fifteen (15) days prior to the meeting that a vote will be taken for removal of said officer.
(c) Vote. Following this notification procedure, a vote by ballot of two-thirds (2/3) of the Club members at either the regular meeting or a special meeting called by the Executive Committee in accordance with Article VIII. Prior to taking said vote the officer to be removed shall be given the opportunity to address the Club members present at the meeting.
Article VI
Duties of Officers
Section 1. President. The President shall preside at all meeting of the Club and of the Executive Committee at which this officer shall be present; shall perform such other duties as may be prescribed by these Bylaws or assigned to this officer by the Club; and shall coordinate the work of the officers and committees of the Club in order that the purposes may be promoted.
Section 2. Vice-President Programs. The Vice-President Programs shall oversee and organize current Club programs and be responsible for the development of new programs. This officer shall in the absence of the President assume all duties, powers, privileges and prerogatives of the office. This officer should also act as the liaison with other running clubs and organizations where joint efforts for such programs are undertaken. This officer is further responsible for bringing forward before the Executive Committee all matters concerning special awards. Communications within the membership will be shared with the Vice-President Public Relations.
Section 3. Vice-President Public Relations. The Vice-President Public Relations shall oversee and organize relations with the public including road races, children track meets, and any other activities with the general public. Communications within the membership will be shared with the Vice-President Programs. This officer shall in the absence of the President and the Vice-President Programs assume all duties, powers, privileges and prerogatives of the office.
Section 4. Vice-President Membership. The Vice-President Membership shall oversee and organize activities with the Club membership, including but not limited to maintaining membership records and recruiting new members. This officer shall in the absence of the President, the Vice-President Programs, and Vice-President Public Relations assume all duties, powers, privileges and prerogatives of the office.
Section 5. Secretary. The Secretary shall record the minutes of all meeting of the Club and of the Executive Committee and shall perform such other duties as he or she is delegated or assigned.
Section 6. Treasurer. The Treasurer shall have custody of all the funds of the Club; shall keep full and accurate account of receipts and expenditures; and shall make disbursements in accordance with measures authorized by the club, the Executive Committee, or any special committee. The Treasurer shall present a financial report at every meeting of the Club and at other times when requested by the President, and shall make full report with financial statement at the annual meeting in November. The Treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirements of the Bylaws.
The Club membership shall vote to approve a budget for major programs or projects (i.e. scholarships, Club sponsored races, Children’s track meets, etc.) and the Treasurer shall disburse funds in accordance with the approved budget. The Executive Committee shall be authorized to approve ordinary and necessary expenditures for club expenses that are not included in a program budget in an amount not to exceed FIVE HUNDRED DOLLARS ($500) per each individual item. Any expenditure not included in a program budget that exceeds FIVE HUNDRED DOLLARS ($500) shall be approved by Club membership. Club membership approval shall be either:
- the vote of a majority of members in attendance at a club meeting, or
- the vote of a majority of responses received to an e-mail request sent to the entire membership
Article VII
Executive Committee
Section 1. Composition. The Executive Committee shall consist of the officers of the Club and the chairperson of any standing Committee. Chairpersons of standing committees shall be appointed upon a vote of the officers of the Club. Members of the Executive Committee shall serve until new members are elected or appointed, as may be appropriate, or removed from office in accordance with Article V, Section 4.
Section 2. Duties. The duties of the Executive Committee shall be to (a) transact necessary business in the intervals between meetings of the Club and such other business that may be referred to it by the Club members; (b) to create standing committees; (c) to supervise the work of the standing committees; (d) to file all reports with the Secretary of State’s Office, as required; and (e) any other Club business directed by the Club membership.
Section 3. Treasury Balance. The balance of the Treasury shall not go below the amount of FIVE HUNDRED DOLLARS ($500) without two-thirds (2/3) vote of the Club members.
Section 4. Honorary Officers. The Executive Committee has the authority to grant an Honorary Officer title to any member of the Club but the authority is discretionary and the Executive Committee has no obligation to create any honorary titles. An Honorary Officer is not a member of the Executive Committee and has no Executive Committee voting privilege. The Honorary Officer title is can be removed by a simple majority vote of the Executive Committee.
Article VIII
Meetings
Section 1. Meeting Dates. The Club shall have at least four (4) meetings a year. The meetings will be held on dates established by the Executive Committee and notice will be given to the full membership at least fifteen (15) days in advance of the meeting. A Club meeting can be an in-person meeting, a virtual meeting that has interactive video and audio, or a combination of in-person and virtual meetings.
Section 3. Annual Meeting. The annual meeting shall be held in November of each year.
Section 4. Special Meetings. Special meetings must be called by the President upon the written signed request of fifteen (15), members in good standing or at the request of the Executive Committee. Such special meeting shall be called prior to the next regular scheduled meeting, with three days notice of such meeting having been given. The location and time of such special meeting shall be at the discretion of the President.
Section 5. Quorum. Fifteen (15) Club members, three (3) of whom must be officers, present at each monthly meeting shall constitute a quorum for transaction of business. Participants in virtual meetings are considered present for determination of a quorum.
Article IX
Voting
Section 1. Voting. Each member in good standing shall have one vote. Voting shall be by hand raise or by e-mail except for elections or removal of officers as provided in Article V. A majority vote by the Club members, also referred to as the “Club membership”, present shall be required to pass or reject unless otherwise specified. Any reference to a vote by the “total Club membership” or “total membership” means a vote of all the Club members and is not limited to those Club members then present at the membership.
Section 2. Quorum. No vote shall be taken until the presiding officer has ascertained that a quorum exists or the minimum number as set forth in other Articles are present.
Section 3. Tie Vote. In the event of a tie vote, the presiding officer shall cast the deciding vote.
Article X
Teams, Standing and Special Committees
Section 1. Teams. The Club shall sponsor a men’s and a women’s United States of America Track & Field (USATF) team that will be open to any club member. The Club will not be responsible for paying any individual USATF membership due but it shall pay any USATF dues for the team.
Section 2. Women’s USATF Team Captain and Men’s USATF Team Captain. The Women’s Team Captain and the Men’s Team Captain shall be responsible for coordinating, respectively, the Women’s Team and Men’s Team (referred to interchangeably in these Bylaws as the “Club Team”) representing the Club at all USATF sponsored races. The Club Team Captains will be in charge of recruiting Club Members to run for the Club Team and to see that all participants are current Connecticut USATF members.
Team Captains will be elected by other members of the team. Women team members will elect the Women’s team captain and men team members will elect the Men’s team captain. The date of the elections for team captains will be set by the Executive Committee prior to the beginning of the USATF season.
Section 3. Team Funds. Any money won by either team will be the property of the Club and the use of such funds shall be decided by the team members. The funds will be maintained by the Treasurer and the Treasurer is responsible for the disbursement of all team money in accordance with team instructions. The Treasurer does not need to deposit team winnings in a separate bank account (although a separate bank account is allowed) but separate records must be maintained by the Treasurer to report team receipts, disbursements, and account balances.
Any funds designated by the Club members to be used for the Club Team will be also be disbursed by the Treasurer in accordance with the Club’s instructions.
Section 4. Standing Committees. The Executive Committee may create such standing committees as it may deem necessary to promote the purposes and carry on the work of the Club. The term of each chairperson shall be one (1) year and until the election and qualification of said chairperson’s successor. USATF teams may be considered standing committees and Team Captains may be made members of the Executive Committee at the discretion of the Officers in accordance of Article VII, Executive Committee.
Section 5. Special Committees. The power to form special committees and appoint their members rests with the Club membership.
Section 6. President. The President shall be a member ex officio of all standing and special committees and shall cast the deciding vote on committee decisions in the event of ties.
Article XI
Amendments
Section 1. Amendment. These Bylaws may be amended, repealed, or altered in whole or in part by a two-thirds (2/3) vote of the Club members at any regular or special meeting of the Club.
Article XII
Dissolution
Section 1. Dissolution. Upon the dissolution of the Club, all assets shall be distributed 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 shall be distributed to a state or local government, for a public purpose.
Article XIII
Miscellaneous
Section 1. Number and Gender. Words of any gender in these Bylaws shall be held to include any other gender, words in the singular number shall be held to include the plural and words in the plural shall be held to include the singular whenever the sense requires.
Section 2. Headings. The headings in these Bylaws are solely as a matter of convenience and for reference. They shall not be deemed to define, limit, describe the scope of or otherwise affect these Bylaws.