BYLAWS

CALUMETS REGION STRIDERS

Table of Contents

     I. Name

    II. Purposes

    III. Membership

    IV. Board of Directors

            A. Composition

            B. Election

            C. Powers

            D. Duties

            E. Removal

            F. Meetings

            G. Notice

            H. Waiver of Notice

            I. Quorum

    V. Elective Officers

A. Offices

B. Elections

C. Removal

D. Vacancies in Elective Offices

E. President

F. Vice-President

G. Secretary

H. Treasurer

    VI. Standing Committees

             A. Nominating, Bylaws and Disabled Runner Committee

            B. Membership and Volunteers

            C. Gold Cup and Sponsored Race Series

            D. Social and Sponsorship

            E. Youth Programs Runner Programs and Scholarships

            F. Youth Running Programs

            G. Adult Running Programs

            H. Public Relations

     VII. Finances

    VIII. Miscellaneous Provisions

            A. Dissolution

            B. Indemnification

     IX. Conduct of Meetings

    X. Amendment of Bylaws

    I. NAME

The name of this Association shall be CALUMET REGION STRIDERS, hereinafter referred    to as “CRS.”

     II. PURPOSES

The purposes for which CRS exists are set forth in Article II of the CRS constitution as revised on November 9, 2006.

    III. MEMBERSHIP

The membership requirements of CRS are set forth in Article III of the CRS constitution as revised on November 9, 2006.

    IV. BOARD OF DIRECTORS

 A.    Composition.

The Board of Directors shall consist of the officers and the chairs of the five standing committees for a total of nine (9) persons, each of whom shall serve without compensation. Past presidents of CRS shall be ex officio members of the Board of Directors and shall be empowered of all rights as a director but shall not vote on any matter. Board members shall be elected on the basis of leadership quality, knowledge of and demonstrated interest in CRS and shall broadly reflect the membership of CRS.

B. Election.

The term of each board member shall be two years; however, for 2007 only, four of    those elected will serve for a one year term. Should a mid-term vacancy occur on the Board of Directors, the Nominating and Bylaws Committee will assess the needs of CRS and recruit one or more potential candidates for consideration. The elected nominee(s) shall complete the remainder of the unexpired term, which will constitute a full term of service; no member shall serve more than four consecutive years on the Board unless no one else is nominated.

 C. Powers.

The overall policy control, direction and management of the affairs and finances of CRS     shall be vested in the Board of Directors. In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors may exercise all powers of CRS granted under the constitution of CRS.

 D. Duties.

The Board of Directors has among others the following duties: (1) to manage, govern and direct the affairs of CRS subject to the constitution and these Bylaws; (2) to   make such rules and regulations as shall be necessary for the protection of the property of CRS and for the preservation of good order in the conduct of its affairs; (3) to keep a record of its proceedings which shall be open to inspection, on appropriate notice, by members; and (4) to make or approve such appointments as are provided in the constitution and these Bylaws.

 E. Removal.

Any Director may be removed from office by the Board of Directors for cause. A written notice of the proposed removal of a Director shall be given to such Director by any elected board member at least ten (10) days prior to the meeting at which any action to effect such removal is to be taken. Such removal shall take place only upon and after the affirmative majority vote of the Directors present at such meeting. Any director who fails to attend three (3) consecutive meetings of the board and who, in the opinion of the Board of Directors, does not show good cause, therefore shall automatically cease to be a director and shall be deemed to have resigned.

 F. Meetings.

The Board of Directors shall hold an annual meeting during the first half of the calendar fiscal year. In addition, regular meetings of the Board may be held at the call of the President. Meetings may be held at such place as may be designated from time to time by resolution of the Board of Directors or by written consent of the Directors.

 G. Notice.

Unless notice is waived in writing, meetings of the Board of Directors shall be held upon not less than ten (10) days notice to be given in person, by mail, or by telephone. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where such Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

 H. Waiver of Notice.

Whenever any notice whatsoever is required to be given under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the meeting with respect to which such notice would otherwise be required, and filed with the President or the Secretary, shall be deemed equivalent to giving of such notice.

I. Quorum.

A quorum of all meetings of the Board of Directors shall consist of a majority of the elected directors present at a meeting and shall be the act of the Board of Directors.

     V. ELECTIVE OFFICERS.

A. Offices.

The elective officers of CRS shall be members of the Board of Directors and shall consist of a President, the Vice-President, a Secretary, and a Treasurer. No two offices may be held by the same person.

            B. Election.

The elective officers of the Corporation shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors, and shall serve terms of two years, which terms shall commence immediately upon the end of the Annual Meeting, or until their successors are duly elected and qualified. Each elected officer shall be limited to two successive two year terms, unless the Board of Directors unanimously approves an extension of the term.

 C. Removal.

Any elective officer may be removed from office by the Board of Directors for cause. A written notice of the proposed removal of any officer shall be given to such officer by any elective officer at least ten (10) days prior to the meeting at which any action to effect such removal is to be taken. Such removal shall take place only upon and after the affirmative majority vote of the Directors present at such meeting.

 D. Vacancies in Elective Offices.

Vacancies in the elective offices of the Corporation for any reason shall be filled by election by the Board of Directors at its next meeting and the nominating committee shall make a recommendation to the Board of Directors for such replacement; provided, however, that until such subsequent meeting, the Chairman may appoint a Director of the Corporation to serve in such vacancy.

 E. President

The President shall be the chief officer of CRS, shall preside at all meetings of the Board of Directors or general membership at which she/he is present, and in general shall perform all duties incident as may from time to time be assigned to him. The President shall be an ex officio member of all committees.

Other responsibilities to include: Bulk mailing of Instep, Help with needs, supplies of other Committees, Sponsorship of new merchandise/products.

 Inspire Daily The Calumet region Striders Running Club.

 F. Vice-President

In the absence of the President or in the event of her/his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to her/him, and shall be an ex officio member of all committees.

 G. Secretary.

The Secretary shall keep the minutes of the Board of Directors in books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; be custodian of CRS records; prepare and distribute meeting agenda(s), be responsible for a current record of CRS membership; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned.

 H. Treasurer.

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of her/his duties in such sum and with such surety or sureties as the Board of Directors shall determine. She/He shall have charge and custody of and be responsible for all funds and securities of CRS; receive, and give receipts for, monies due and payable to the CRS from any source whatsoever, and deposit all such monies in the name of CRS in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned.

     VI. STANDING COMMITTEES.

There shall be five standing committees of the board, which shall include the following:

A.         Nominating, Bylaws and Disabled Runner Committee

The purpose of this committee shall be:

(1) to consider all persons whose names are suggested for election or re-election to membership on the Board of Directors,

(2) to nominate qualified persons for election or re-election to membership on the Board of Directors,

(3) to nominate members of the Board of Directors to serve as officers of the corporation,

(4) to nominate qualified persons for appointment to the Advisory Council by the Board of Directors,

(5) to initiate, consider, draft and make recommendations on proposed

amendments to the Bylaws and Articles of Incorporation of the Corporation.

This committee shall, prior to the annual meeting of the members, prepare

a list of nominees to the Board of Directors equal in number to the

positions available which shall be submitted by mail to all members, not

later than twenty-one (21) calendar days prior to the annual meeting of the

members. Any member who has a second may submit a candidate or

candidates to the Secretary of the Corporation at least ten (10) days in

advance of the annual meeting which list will be circulated to the

membership of the Corporation. In like fashion, the committee shall, prior

to the annual meeting of the Board of Directors, prepare a list of nominees

to the elective offices of the Corporation which list shall be submitted by

mail to all members of the Board of Directors, not later than twenty-one

(21) calendar days prior to the annual meeting of the Board of Directors.

Any member of the Board of Directors who has a second candidate may

submit such candidate or candidates for the offices of the Corporation at

least ten (10) days in advance of the annual meeting which list shall be

circulated to the membership of the Board of Directors prior to said

meeting.

 Proposed amendment(s) to the Bylaws shall be fully considered by this

committee that shall report thereon to the Executive Committee not later

than thirty (30) calendar days after the meeting where the proposed

amendment( s) were considered. All proposed amendments considered by

the Executive Committee shall be transmitted to the members of the Board

of Directors by the Secretary, not later than ten (10) calendar days prior to

the next Board of Directors meeting for their consideration and action.

 (6) Stevens-Hamilton Disabled Runners Fund -to evaluate and oversee both the application process, and the distribution of funds to recipients.

 B.         Membership and Volunteers

To evaluate and coordinate membership campaigns, benefits, and qualifications;

to conduct membership retention activities; to prepare and coordinate annual

membership renewal; to recruit volunteers for CRS events and operations; to

recruit committee members for all committees; and to oversee volunteer

recognition.

 C.         Gold Cup and Sponsored Race Series

To establish the annual Gold Cup Series Schedule and the Gold Cup selection process, establish and monitor Long Distance Series Schedule; select and monitor races as Sponsored Event(s) based on established criteria; to maintain communications with race directors; prepare evaluations and surveys of events, and coordinate and preside over annual race directors meeting(s).

 D.         Social and Sponsorship

To promote and recommend CRS running events, to manage CRS race activities (Gold Cup Table); to and to seek sponsorship from local businesses and organizations.

            E.         Youth Programs

                         Implement and supervise Youth Running and Training Programs; monitor coaching certifications for youth coaches and                                     assistants, also CPR and First Aid Training for youth programs; oversee Jim Cox Scholarship Program and award                                             recipients(s) annually.          

            F.         Adult Running Programs

 Implement and supervise Adult Running and Training Programs including but not limited to Beginning Runner, Distance Training, or Speed Training Programs. Monitor coaching certifications for adult coaches and assistants, also CPR, and First Aid Training for adult programs.

            G.        Public Relations

Will act as liaison between the Board of Directors, the media and its club members. Will maintain the club’s Facebook account and be responsible for reaching out to its club members with information via a social media outlet or by mass email. Will report to the local newspapers or other media outlet about strider-related news and/or events.

     VII.       FINANCES

A.    Dues shall be as determined by a majority of the members present at a business meeting and shall not be changed more often than once per year.

B.    This is a non-profit organization. Dues, entry fees, and other monies received by the organization will be spent entirely for carrying out the stated purpose of the organization.

C.  No part of the net earnings of the club shall inure to the benefit of its individuals.

D.  Members using association funds for any purpose shall give a full record of expenditures to the treasurer.

E.  This organization shall be empowered to participate in fund raising activities, i.e. raffles.

F.  The General Membership shall be consulted on significant non-operating expenditures.

G.  This organization will submit a portion of the annual dues (described in A supra) to the   Road Runners Club of America as membership in that body shall require.

     VIII. MISCELLANEOUS PROVISIONS

 A. Dissolution

 In the event of dissolution of this association, the funds in the treasury, after all

creditors have been paid, shall go to the Road Runners Club of America or to any

other 501(c) (3) organization, as the Board of Directors shall determine.

     B. Limitation of Liability and Indemnification of Directors and Officers.

No director or officer shall be liable to CRS for any loss caused by them if they

exercised the same degree of care and skill as a prudent person would have

exercised under the circumstances or if they relied upon either advise of counsel

for CRS or on information furnished by agents of CRS which they had reasonable

grounds to believe.

 If any suit brought against a Director or Officer of CRS results in the entry of final

judgment in their favor or is dismissed as to them, CRS shall reimburse or

indemnify against all costs and expenses reasonably incurred by that person. If

such suit results in a settlement and if a majority of the Board of Directors finds

that such person was not negligent in relation to the matters complained of, CRS

shall indemnify that person for all costs and expenses reasonably incurred by that

person, other than for any sums paid by CRS; however CRS retains the right to

deny reimbursement in the event of actions constituting bad faith.

 The provisions of this Article shall be in addition to and not in limitation of any

other rights, indemnities, or limitations of liability.

     XII. AMENDMENTS TO BYLAWS

 These Bylaws may be altered, amended, or repealed, and new Bylaws be adopted, by the affinitive vote of a majority of the serving members of the Board of Directors at a meeting where a quorum is present provided that (a) any such action may be taken only at meetings of the Board of Directors called for such purpose; (b) the notice of such meetings shall state the substance of the By-Law to be made or repealed, or the alteration or amendment; and (c) the notice of such meetings shall be mailed or delivered personally to each Director at least ten (10) days before the date on which the meetings are to be held. In order to amend these Bylaws, a two-thirds vote of the Directors present at two successive meetings shall be required.

 

    Accepted and Approved Date: _________________________

  

    Approved at June 2011 board meeting