1.1. The name of the corporation is the “Colonial Road Runners, Inc.”, hereafter referred to as “this association” or “CRR.”
2.1. The association is a non-profit educational organization dedicated to the promotion of running, walking, health and fitness.
2.2. In furtherance of its goal, this association may hold races on the roads, trails, cross country or track, interval workouts, group runs and walks, social runs, lectures, clinics, meetings and other educational activities, and social events; publish a newsletter; make awards; and hold other activities or events as may be conducive to the encouragement of running and walking.
2.3. Other club objectives may include engaging in community activities, awarding scholarships to deserving college-bound students, publicizing by appropriate means the benefits of long distance running and walking, and coordinating with other agencies advocating these activities as a means to enhance physical fitness.
2.4. This is a nonprofit organization. All funds received by, or belonging to, the association will be spent entirely for carrying out the stated purposes of the organization. No part of the net earnings of the club shall accrue to the benefit any individual.
3.1. This association shall be a chapter club of the Road Runners Club of America (RRCA), and all measures adopted by that body shall be considered by this organization.
4.1. Individuals may be accepted for membership in this association upon the submission of an application for membership and the payment of the prescribed dues. Honorary membership may be conferred upon individuals at the discretion of the Board of Directors when circumstances warrant such action.
4.2. Membership shall not be denied based on age, race, color, sex, religion, sexual orientation, disability or national origin.
4.3. The annual meeting of members shall be held between February 1 and April 15 at a time and place determined by the Board of Directors.
4.4. The amount of the annual dues shall be determined by the Board of Directors. Club members shall fill out a membership form each year they apply for membership. Members’ renewal dues are payable every 12 months following their initial entry into the Club.
5.1. The principal office of this association shall be located at 113 Anthony Wayne Road, Williamsburg, Virginia 23185.
BOARD OF DIRECTORS
6.1. This association shall be governed by a Board of Directors which will be responsible for all administrative, fiscal and programmatic activities of the association.
6.2. The number of members on the Board of Directors shall be no fewer than seven nor more than 13, and shall consist of the five elected officers and such additional Directors as may be elected by the members.
6.3. The Board of Directors shall meet quarterly, in January, April, July and October, unless another time is agreed upon by the Board of Directors, at a place and time to be determined by the President. The President may call other board meetings as appropriate.
6.4. The president shall give not less than seven days prior written notice of all board meetings.
6.5. A quorum of the Board of Directors shall consist of a simple majority of the Directors holding office.
7.1. There shall be five elected officers of the association consisting of a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer.
7.2. The duties of the elected officers shall be as follows:
7.2.1. President – Serves as Chief Executive Officer of the association; presides over meetings; represents this association to the public; calls any special meetings; appoints committees and chairpersons as appropriate; serves as the CRR voting member to the RRCA; negotiates, prepares and executes race contracts with sponsoring organizations; either serves as race coordinator or assigns a race coordinator; authorizes funds disbursement; receives all mail addressed to the association; forwards all dues and other payments to the Treasurer for deposit into the club account; serves as an ex-officio member of any club committee. He shall, at least annually, submit a report of the operations and financial condition of the association to the Board of Directors.
7.2.2. The President shall, in consultation with the Board of Directors, appoint such committees, committee chairs, coordinators and other positions as may be needed, including a Race Coordinator, Volunteer Coordinator, Newsletter Editor, Social Coordinator, Scholarship Committee Chair and Membership Chair.
7.2.3. First Vice President – Assumes the powers of the President in his or her absence; assists the president; takes on internal club special assignments as requested by the President.
7.2.4. Second Vice President (community affairs) - Assumes the powers of the President in the absence of the President and First Vice President; assists the president; takes on external club special assignments (including promoting the club to the community, working on area running trails, club communications, and other special projects) as requested by the President.
7.2.5. Secretary – Records minutes at the meetings of members and of the Board of Directors; keeps a file of such minutes; prepares club correspondence as requested by the President; maintains club correspondence records.
7.2.6. Treasurer – Performs all financial functions; signs and disburses necessary appropriations as directed by the President; serves as an ex-officio member of any budget or financial committee; prepares invoices if necessary for race fees in accordance with the race contract, and submits them to the Race Directors for payment by same; prepares an annual financial statement and proposed annual budget of the association for submission to the members at the annual meeting of members; takes on additional assignments of a financial nature as directed by the President.
7.3. The duties of the appointed officials are as follows:
7.3.1. Race Coordinator – Can be either the president or a separate position. Establishes and maintains the CRR race schedule; serves as liaison between sponsoring organizations desiring to conduct road races and the CRR; ensures that all aspects of proper road race management are adhered to; maintains and safeguards the CRR’s road race equipment (or assigns a club member to do so) and recommends purchase of new equipment; assists CRR members serving as race directors and trains these and other volunteers in various aspects of road race management; performs other duties as required for the safe conduct of CRR running events.
7.3.2. Volunteer Coordinator – Establishes and maintains an effective system and supply of volunteers to provide the CRR with adequate personnel to help manage club races; provides guidance and training to volunteers in performing their respective roles in support of CRR race events.
7.3.3. Newsletter Editor – Publishes the CRR Newsletter (usually bimonthly); compiles articles, race results and race calendar for inclusion in the Newsletter; receives articles from club members for inclusion in the Newsletter; coordinates a date, time and location for the newsletter collating session.
7.3.4. Social Coordinator – Plans, coordinates and manages events that enhances the well-being, growth and vitality of the CRR membership, including, but not limited to the Annual Christmas and Holiday Party and Awards banquet, social fun runs and potlucks; recommends other social events to the President as appropriate; assists the President in scheduling social events throughout the year.
7.3.5. Membership Chair – Maintains club membership roster, distributes dues payments to CRR treasurer, and provides address labels for newsletter mailing.
7.3.6. Scholarship Committee Chair – Coordinates CRR Scholarship Committee meetings, publicity, revenue, and scholarship disbursement.
7.4. An elected or appointed officer may be removed from office by the vote of two-thirds of the entire Board of Directors whenever in its judgment the best interests of the association will be served thereby.
ELECTIONS AND PROCEDURAL MATTERS
8.1. A Nominating Committee for elected officers shall be appointed by the President before the annual meeting of members, and may include the current officers, members of the Board of Directors, and other CRR members. The chair of the Nominating Committee shall be appointed by the President. The Nominating Committee shall accept nominations from any member, contact nominees for their acceptance, and, when necessary, actively seek members to run for offices.
8.2. Elections shall be conducted by the chair of the Nominating Committee in the following manner. Roberts Rules of Order may be used to carry out the formal business portion of meetings.
8.2.1. Absentee ballots will not be accepted.
8.2.2. A quorum for general membership meetings shall consist of eleven members.
8.3. Directors and elected officers shall be elected to office by a majority of the votes cast by the members at the annual meeting of members and shall hold office until the conclusion of the next annual meeting of members and shall continue in office until their successors are duly elected.
8.4. Vacancies on the Board of Directors or in an elected office may be filled by a majority vote of the Board of Directors and any person so elected shall hold office until the next annual meeting of members.
8.5. These bylaws may be amended or replaced by a two-thirds majority vote of the members present at the annual or any special meeting of members. Only those who are current dues paying members of the organization may vote on a bylaw amendment. All members shall be notified by all customary and reasonable means at least seven days prior to such meeting that a bylaws amendment will be proposed and of the contents of the proposed amendment.
9.1. Funds belonging to this association may be spent or committed only by, or subject to the direct control of, an elected officer.
9.2. This organization is empowered to participate in fund raising activities.
9.3. This organization will submit a portion of the annual dues to the RRCA, as membership in that body shall require.
9.4. An annual liability insurance policy, covering all club functions, as well as Officers and Directors, is required.
9.5. When by reason of the fact that he or she is or was serving as director, officer, employee or agent of the Corporation, any person is or was a party or is threatened to be made a party to any threatened pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, not brought by the Corporation nor brought by any party seeking derivatively to enforce a liability of such a person to the Corporation, such person shall be entitled to indemnification or reimbursement by the Corporation for any expenses, including attorneys' fees, or any liabilities which she or he many have incurred in consequence of such action, suit or proceeding, under the conditions set out in Title 13.1, Chapter 10 of the Code of Virginia as it exists or may hereafter be amended.
When a present or former director, officer, employee or agent of the Corporation is sued, alone or with others, in the courts of Virginia or any other state, in any act person's liability to the Corporation arising out of alleged dereliction of duty to the Corporation, said person may seek indemnification from the Corporation for the reasonable expenses of said person's defense, under the provisions of Section 13.1-876 et seq. of the Code of Virginia, 1950, as amended.
Expenses that the Corporation may be required to pay under this Section 5 of Article IX may be paid by the Corporation in advance of final disposition of such action, suit or proceeding by resolution of the Board of Directors in specific cases, upon receipt of an undertaking by or on behalf of the person being indemnified to repay such amount unless it shall be ultimately determined that said person is entitled to be indemnified by the corporation.
10.1. Upon the dissolution of the corporation, all assets thereof remaining after the payment of all taxes and other legal obligations shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.