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Constitution
and Bylaws of
the
Washington RunHers Unlimited
Adopted on March 31, 2006
Article I. NAME
The name of the club shall be Washington RunHers Unlimited (RunHers).
Article II. PURPOSE
The purpose of RunHers shall be to promote and encourage running,
training, and good sportsmanship for women in the Washington,
DC metropolitan area while promoting running as a means to enhance
physical fitness.
Article III. AFFILIATION
RunHers shall be a member of the Road Runners Club of America
(RRCA). All measures adopted by RRCA must be considered by RunHers.
Article IV. MEMBERSHIP
A. Membership is open to all women and to honorary members approved
by a majority vote of the Board. Membership becomes effective
upon the receipt of a completed “Membership Application” and payment
of the dues. The Board may elect offer special membership incentives
that are consistent with the club’s purpose and the club’s financial
resources.
B. Members are encouraged to contribute to the success of RunHers
through participation in club programs, activities, and by doing
their share by volunteering.
C. Membership shall be terminated for failure to pay the prescribed
dues at the time of renewal. There will be a sixty day grace period
from the date of dues renewal before a member is removed from
the membership roster.
Article V. MANAGEMENT
Management of RunHers shall be vested in the elected Board of
Directors (“The Board”). The Board has the responsibility and
authority to conduct all business of the RunHers.
A. Composition and Responsibilities of the Board.
The Board shall consist of five members. The Board, by the affirmative
vote of the majority of the Board members, shall elect one of
its members to serve as RunHers President and one of its members
to serve as Treasurer with the responsibilities outlined below.
President: The President is the spokesperson for RunHers, calls
Board meetings and generally manages the affairs of RunHers. The
President shall set the agenda, time, manner and place of all
Board meetings and shall preside over the meetings.
Treasurer: The Treasurer shall administer all RunHers finances,
maintain a current status of accounts, disburse funds, prepare
an annual budget, and provide periodic updates to the Board on
the status of RunHers finances.
Board: The Board shall appoint ad-hoc and standing committees
to further RunHers’ business. All committees must report at Board
meetings. They may recommend RunHers members to fill committee
vacancies and to dissolve committees when they are no longer necessary.
The Board may make changes to the dues structure, if needed.
B. Term of office.
Terms of the Board members shall be two years. Board members may
serve unlimited consecutive terms. The President shall serve no
more than two consecutive terms. The term of service for Board
members shall be calendar years, starting January 1st and ending
on December 31st.
C. Qualifications.
Board members must be members of RunHers and accept a Board seat
with the intention of serving the full two-year term.
D. Removal of the President, Treasurer or Board Member.
Any elected Board member may be removed from the Board by the
affirmative vote of the majority of the other Board members. If
the Board members vote to remove the President or Treasurer, she
may not remain a Board member. The remaining Board members are
responsible to fill any vacancy.
E. Vacancies.
If a Board member, to include the Treasurer, needs to resign her
position from the Board, she is requested to inform the President
of her intent. The President shall appoint a new Board member
to fill the unexpired portion of the term, with the affirmative
vote of the majority of the remaining Board members.
If the President needs to resign her position, she is requested
to inform the Board. The Board, will by the affirmative vote of
the majority of the remaining Board members or in such other manner
as the members agree upon, appoint a new President to fill the
unexpired portion of the term.
F. Board Meetings.
There shall be a minimum of two Board meetings annually with additional
meetings being called as needed.
The President shall give the Board members at least 14 days notice
of a Board meeting. The President may give shorter notice if all
members agree, or if a majority agrees that a situation exists
which requires the Board to meet on shorter notice. The President
shall also call a Board meeting at the request of two Board members.
Two Board members may call a meeting the President has not called.
A majority of all Board members present at a meeting shall pass
measures or take any Board actions.
Article VI. FINANCES
A. Dues. Membership dues shall be $17 for one year or $30 for
two years and are due on the 1st day of the calendar year.
B. Fiscal Year. The fiscal year shall run from January 1st to
December 31st.
C. Nonprofit Status. RunHers is a nonprofit organization. All
dues and other monies received by RunHers will be spent entirely
for carrying out the stated purposes of RunHers.
D. Expenditures. Members using RunHers funds shall give a full
written accounting of expenditures to the Treasurer. Non-budgeted
expenditures that exceed $50 must be approved in advance by the
Treasurer and President. Expenditures of $500 or more shall require
the approval of the majority of the Board.
E. Fund Raising. RunHers shall be empowered to participate in
fund raising activities that benefit RunHers programs and activities.
F. Annual Budget. The Board shall approve the annual budget. This
budget shall be made available to any club member upon written
request.
G. Dissolution. If RunHers is dissolved, all treasury funds, after
all creditors have been paid, shall be distributed to one or more
nonprofit Section 501(c)(3) organization, as determined by the
Board.
Article VII. ELECTIONS
The Board shall appoint an Election Committee 60 days prior to
the termination of their elected terms of service. The Election
Committee shall develop procedures, to be approved by the board,
for carrying out the election process. The Election Committee
is encouraged to make use of all club resources (e.g. website,
email, etc.) to expeditiously carry out the election process.
At a minimum, the Election Committee must offer all RunHers’ members
the opportunity to be nominated to and the opportunity to vote,
recruit at least five board candidates and ensure the elections
are executed prior to the start of a new term of office. If the
Election Committee has not satisfied these minimum requirements
within 30 days of their appointment, the Board must immediately
appoint a new Election Committee.
Article VIII. AMENDMENTS
This Constitution and By-Laws may be amended by a simple majority
vote of the members present and voting at a special meeting called
by the Board providing that at least fifteen days written notice
of the proposed change is given to the RunHers’ members. Any amendment
approved will become effective immediately.
Article IX. EFFECTIVE DATE
This Constitution and By-laws were combined and revised in February
2006 and are effective as of March 31, 2006.
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