BYLAWS OF MISTY MOUNTAIN RUNNERS INC.
(2020.01.18)
1. NAME
The name of the corporation is "Misty Mountain Runners Inc.", hereafter referred to as "MMR" or the Club.
2. PURPOSE
Misty Mountain Runners (MMR) promotes running as a sport and a healthy lifestyle, and educates its benefits to the public in Greater New York Area. MMR supports its members to train scientifically to achieve their running goals. MMR also encourages its members to engage in club and local running activities to foster a spirit of camaraderie, and give back to the local community.
3. MEMBERSHIP AND DUES
3.1 MEMBERSHIP
Anyone can join MMR without regard to race, creed, color, national origin, gender, sexual orientation, physical condition, or age (minors may be excluded from membership/participation at the discretion of club/event leadership). Individuals who wish to participate in the activities of this organization shall submit dues annually and complete an annual application for membership, which includes agreeing to follow the MMR Code of Conduct (Appendix A), and signing a waiver of liability (Appendix B) for participation in all Club activities.
3.2 DUES
The annual dues rate for MMR membership will be set on an annual basis by the Board of Directors and shared annually with the membership as part of the regular join and renew process for MMR. Dues are payable annually on the anniversary of that member joining date. Any change in annual dues and/or membership categories must be made by a majority vote of the Board.The dues listed are currently in effect. The Club may change the membership categories and/or dues without the necessity of changing these by-laws.
4. BOARD OF DIRECTORS and Executive Committee
The Club shall be governed by a Board of Directors (hereinafter referred to as the Board). The Board also serves as the Executive Committee.
4.1 Number
a) Elected by the Membership. Up to 9 board members elected annually starting in 2021 by the membership as provided for in SECTION 7.
b) Ex-Officio Members. The past two Presidents shall be ex-officio members of the Board of Directors. As ex-officio members, they shall be entitled to attend board meetings and participate in board discussions. However, ex-officio members shall not be entitled to vote on any matters before the board.
4.2 Vacancies. If there are less than 9 board members elected by the membership at the annual meeting or when one board member resigns, the directors may fill any vacancy by the affirmative vote of a majority of the directors then in office, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
4.3 Power. The Board is the governing authority and has total oversight over the management of the Club affairs. It carries out all the objectives and purposes for which the Club is organized. This general mandate includes, but is not limited to, setting Club policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the Club programs and services, elevating the Club public image, and hiring of any employees or independent contractors.
4.4 Term of Office. Term of office shall be two years (24 months). Any Board Member may serve up to a maximum of two consecutive terms on the Board and then must take at least one year off of the Board unless an exception can be made when conflicting with section 7.
4.5 Titles and Duties
President. The President shall preside at all meetings of the membership and at all meetings of the Board of Directors. The President has general supervision of the affairs of the club. The President shall sign all deeds and conveyances, all contracts and agreements and all other instruments requiring execution on behalf of MMR, and shall act as operating and directing head of MMR, subject to policies established by the Board of Directors.
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.
Treasurer. The Treasurer shall have general custody of all the funds and securities of MMR except such as may be required by law to be deposited with any state official. He or she shall see to the deposit of the funds of MMR in such bank or banks as the Board of Directors may designate. Regular books of account shall be kept under his or her direction and supervision, and the Treasurer shall render financial statements to the President, directors and membership at proper times. The Treasurer shall have charge of the preparation and filing of such reports, financial statements and returns as may be required by law. The Treasurer shall give to MMR such fidelity bond as may be required, and the premium therefore shall be paid by SAR as an operating expense.
Secretary. The Secretary record minutes at all meetings, oversee the election process for all board members, take attendance at member meetings and verify that those voting are members in good standing and, when requested by the president, to accept assignments involving correspondence and the keeping of records (for 5 years), maintains a database of members and keep track of membership renewals, send renewal notices to members, email members of upcoming events and meetings, plans socials for the membership. The secretary has the discretion to form an ad hoc committee to manage membership responsibilities.
Race Director(s). The Race director shall encourage and support member participation in races, especially club point races; Maintain the race participation spreadsheet; Post and pre-race transportation information and pre-race and post-race meeting location and time for club points races. Coordinate team bib pickup for club points races. Be responsible for writing brief race reports.
Event Director(s). The Event Director shall coordinate with other officers to co-produce and organize MMR events. The Event Director shall create a list of proposed events open to MMR members to be submitted to the board every quarter. Gather ideas from the members for events. The Event Director shall also coordinate with other directors to monitor membship's training progress. The Event Director shall encourage member participation in group run and appoint run leaders. Communicate with run leaders and club members to get feedback on current and potential future group runs. Maintain group run schedules and approve new group runs in the schedule
Communication Director. The Communication director shall oversee the publishing, media and communication of the Club to foster a culture that is inline with the mission of the Club.
Director-at-large(s). The Director-at-large shall lead efforts of Club initiatives include but are not limited to community outreach, discount program, fund raising, education, training, etc.
5. OPERATING COMMITTEES AND STAFF. The Board shall have the power to appoint any committees or staff it thinks would be helpful in the operation of the Club. Examples are Run Leaders, Pacing Team, Food & Entertainment, Membership, Fundraising and Advertising, Legal, Newsletter, Website, and Racing Team. Anyone appointed to a committee or staff position must be a member of the Club but does not have to be a member of the Executive Committee. The duties of such committees and staff shall be specified by the Executive Committee and shall include reporting back to the Club or Executive Committee with their recommendations.
6. MEETINGS
6.1 General Meetings. A General Meeting of the Club shall be determined by the Executive Committee at such place as the Executive Committee may appoint.
6.2 Annual Meeting. The Annual Meeting shall be the February meeting of the Club, except when circumstances require delaying the meeting until a later meeting or a special Meeting.
6.3 Special Meetings. The Executive Committee may call a Special Meeting of the Club whenever the Executive Committee considers such a meeting necessary.
6.4 Board Meetings. The Executive Committee shall meet at such time and place as the Executive Committee considers expedient.
7. ELECTIONS
7.1 In December each year, notice shall be posted on the Club website soliciting names of members interested in serving on the Board next year.
7.2 In January each year, the Board shall nominate the director candidates and no more than 4 additional candidates to serve on the Executive Committee next year. The nominees shall notify the Secretary, no later than January 31, of their intention to serve. The candidates shall be voted on at the Annual Meeting.
7.3 Only members of the Club shall be allowed to vote at the Annual Meeting. Voting by proxy shall be allowed, and proxies shall be in writing and signed, but need not be sealed, witnessed, or acknowledged, and shall be filed with the Secretary at or before the meeting or with an alternate if so designated by the Executive Committee. Proxies may also be submitted by website, email or fax provided that the Secretary or the designated alternate can verify the validity of the member submitting the proxy. The results of the election shall be determined by a majority of the votes cast, including proxies and votes of members present.
7.4 Vacancies occurring in any office or committee after the annual election shall be filled by appointment by the Executive Committee until the next Annual Meeting of the Club.
7.5 Elected board will appoint the President.