Article I. NAME
The official name of this organization is Excelsior Running Club, as endorsed and filed with the California Secretary of State.
Article II. PURPOSES
The purposes of the organization are:
A. To promote the sport of distance running and its ancillary benefits of cardiovascular and physical fitness through the staging of running events.
B. To provide a supporting framework that fosters the development of distance running athletes to the national and international level.
C. To compete in road races, track meets, relays, and cross-country, which the club chooses to participate in.
D. To provide an organized training program that enables each member to develop their running potential to the outer limit of their ability.
E. To offer encouragement and support to each member of the club for his/her individual running goals.
F. To strive to be one of the best running clubs in the Pacific Association of USA Track & Field.
Article III. BASIC POLICIES
Membership shall not be based on religion, race, age, national origin, or sexual preference. The Club shall not participate or intervene in any political campaign for any candidate for public office, carryon propaganda, or otherwise attempt to influence legislation.
Article IV. MEMBERSHIP
A. Basis for Membership
Club membership is open by invitation to competitive runners who are seriously intent on improving their running by committing themselves to a disciplined training program necessary for competition. In addition, they must fulfill the following requirements:
1. Pay membership dues.
2. Join the Pacific Association of USA Track & Field as a member of the Club.
3. Register and represent the Club at races and wear the Club uniform.
4. Agree to uphold the ideals of good sportsmanship and fair play.
5. Adhere to all rules and regulations of the governing bodies, including but not limited to the Pacific Association of USA Track & Field.
B. Basis for Suspending or Terminating Membership
A member’s suspension or termination from the Club shall be effective upon a
two-thirds (2/3) vote of the Board of Directors. Although not inclusive, the basis for suspension or termination may include failure to meet any of the requirements in the Basis of Membership listed in Article IV, Section A herein.
C. Membership Dues
Dues are $35 for a one-year membership, $60 for a two-year membership, $80 for a three-year membership, and $300 for a lifetime membership. These amounts may be changed by vote of the Board of Directors. The membership year is the same as the calendar year. Dues shall be paid by March 31 of the current membership year. At its discretion, the Board may decide on a case-by-case basis to waive the dues for certain members based on economic need or other factors.
Article V. VOTING
All members in good standing who have paid there dues and registered as a club member with the Pacific Association of USA Track & Field are eligible to vote and hold the position as an elected Director or Officer.
B. Annual Meeting and Election of Directors
The election of Directors will occur at the annual meeting of the members of the Club and will be held during the 2nd quarter of each year at such place and time as may be determined by a resolution by the Board of Directors. Notice of the time and place of the annual meeting will be provided by email or other means at least seven (7) days before the date of the meeting.
C. Special Meetings
Special meetings of the members of the Club for any purpose may be called by the President or Vice President. Notice of the time and place of special meetings will be given in the same manner as for the annual meeting.
D. Voting Protocol for Directors
The Board shall appoint two members to gather the ballots and tally the votes. Members will be allowed to vote for as many Directors as the number specified in the resolution by the Board of Directors in accordance with Article VI, Section A. Members receiving the highest number of votes will be the newly-elected Directors.
E. Voting on other Club Matters
The vote of not less than a majority of the voting members present is required to carry any matter voted upon by the Club.
A quorum for any meeting of the members shall be eight (8) eligible voting members, based on the current membership list.
Article VI. BOARD OF DIRECTORS
A. Number of Directors
The authorized number of Directors shall consist of not less than four (4), nor more than fourteen (14) Directors, with the exact number of Directors to be fixed within the limits specified herein by a resolution of the Board as adopted from time to time.
Four members of the Board shall constitute a quorum for the transaction of business; any action taken by the Board shall require the affirmative vote of a majority of the Directors who are present and counted towards such quorum. However, there are two exceptions: the termination of a person’s membership and the removal of an Officer or Director, which shall require the affirmative vote of two-thirds of the Directors present and constituting a quorum.
Subject to limitations of the articles of these bylaws, all powers of the organization shall be exercised by, and the business and affairs controlled by the Board of Directors. The Board shall have the following powers:
1. To select and remove officers of the organization; prescribe their powers and duties for them as may be consistent with the law and these bylaws, and require from them honest, loyal, and faithful service.
2. To conduct, manage, and control the affairs and business of the Club, and make rules and regulations not inconsistent with those of the law, the governing bodies, and these bylaws.
3. To borrow money and incur indebtedness for the purposes of the Club only with the approval by majority vote of the membership at a business meeting. For that purpose, to cause to be executed and delivered, in the Club name, evidence of debt, pledges, and securities.
D. Election and Term of Office
The Directors shall be elected by the membership at the Annual Meeting and each Director shall hold office for one year. The Board shall consist of four officers and additional Directors as adopted by Board resolution within the limits specified in Section A of the Article herein.
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining Directors.
G. Board Meetings
Regular meetings of the Board of Directors shall be held at least once a year at a time and place convenient to all Directors, with the exception that meetings may be held virtually using email or other technology as well.
Article VII. OFFICERS
The officers of the Club shall consist of a President, Vice President, Secretary, and Treasurer. All such officers shall be elected by the Directors, either at the annual meeting or a special meeting to follow the annual meeting. All officers shall hold office for one year. No officer shall hold more than one office at a time.
Subject to the control of the Board of Directors, the President shall have the general supervision, direction, and control of the business and affairs of the Club. He or she shall preside at all meetings of the members and Directors, and shall have such other powers as prescribed from time to time by the Board of Directors.
C. Vice President
In the absence or disability of the President, the Vice-President shall perform all duties of the President, and in so acting, shall have all powers of the President. The Vice-President shall have such other powers and duties as may be prescribed or delegated to him or her by the President or the Board of Directors.
The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall deliver notices of meetings as specified in these bylaws, supervise the keeping of records of the Club, maintain records of Club membership including members who have paid their annual dues, maintain the current Club roster showing the name, address, and phone numbers of all current members, and perform any other duties as prescribed by the Board of Directors.
The Treasurer shall receive and safeguard all funds of the Club and deposit them in a bank or financial institution approved by the Board of Directors. All funds shall be disbursed on checks signed by an officer or director authorized by a resolution of the Board of Directors. All expenditures shall be approved by the Board of Directors before their occurrence. The Treasurer shall account for all cash receipts and disbursements, all property and equipment and other assets received and owned by the Club, and all liabilities incurred. He or she shall also mail out invoices as needed, reconcile all depository accounts, and prepare a set of Annual Financial Statements, which consist of an “Assets and Liabilities Statement” and an “Income and Expenses Statement” for the calendar year ended. The Annual Financial Statements shall be presented to the Board within 90 days following the year-end and to the members at the Annual Meeting.
Article VIII. RECORDS AND REPORTS
The Club shall keep at its principal office in the State of California the original or a copy of its Articles of Incorporation and of these Bylaws, as amended to date, minutes of meetings of the Board of Directors, and annual financial statements, which shall be open to inspection by the Directors and such other persons, as required by law at reasonable times during office hours.
Article IX. AMENDMENT OF BYLAWS
These bylaws may be amended or repealed and new bylaws adopted (a) by the vote of a majority of the eligible voting members of the Club; (b) by the vote of a majority of the eligible voting members of the Club present at a general club meeting at which a quorum is present, provided that the amendment had been proposed at a previous general club meeting at which a quorum is present; or (c) by a unanimous email vote of all club members who have provided email addresses to the Board of Directors.