Charlottesville Area Trail Runners (CATs) Club

Last updated: September 15, 2015


I. Name and Purpose
A. The name of the organization shall be the Charlottesville Area Trail Runners Club
(the “Club”).

B. The purpose of the Club is to: (1) encourage trail running in and around Charlottesville, Virginia, (2) sponsor the preservation, discovery, and creation of new trails, and (3) promote the healthful, competitive, and social aspects of trail and ultra running.

C. In furtherance of this purpose, the Club may conduct training runs, events, and races, support runs sponsored by other organizations, educate the public about trail and ultra running, conduct trail maintenance and improvement, support trail conservation efforts, educate the public about trail conservation and use, sponsor social events, and promote a positive attitude toward trail and ultra running among its members and other runners. It is an intention of the Club to recognize those who support trail and ultra running, as well as those that promote the stewardship of trails and their surrounding natural locations.

D. The Club shall be a chapter of the Road Runners Club of America, and shall take into account all measures adopted by the Road Runners Club of America.

II. Management
A. The management of the Club shall be vested in a Board of Directors (“Board”). The Board shall consist of five members. The Board members will hold “Executive” positions. The Executive positions include President, Vice President, Treasurer, and Secretary.
i. The Board members shall be elected from the Membership. Terms of Board members will be two years.

ii. Eligibility for Board: A person is eligible to serve on the Board if they are a Member of the Club.

iii. Executive Positions: The Board of Directors and the Club shall be led by a president. In addition, three other Board Members will hold positions deemed to be “Executive,” vice president, treasurer, and secretary.

iv. The Board of Directors shall elect its members to fill the Executive positions. Executive and other Board members may serve unlimited consecutive terms. Executives may be re-elected into their respective positions. An Executive, other than president, can hold more than one executive position (e.g., Vice President and Treasurer).

B. The “years” for the terms of office for the president and other Board members are calendar years that begin on January 1 and end on December 31.

C. Removal of the president and other Executive members: Once selected by the Board, the president may only be removed from office by the affirmative vote of all of the other Board members. Executive members other than the president can be removed by a majority affirmative vote among the other board members. In the case of a tie, the president’s vote will break the tie. If a member is removed from his or her Executive position, that member remains on the Board. The Board shall then follow the procedures under Vacancies to select a new Board member to fill the Executive position.

D. Removal of a Board Member: A Board member may only be removed by an affirmative vote of all other Board members, or by the vote of 2/3 of all members of the Club. A Board member may not be removed within six months after his or her election.

III. Duties of Board Members
A. President: The president represents the Club externally, sets the agenda of the Club, calls Board meetings, and manages the affairs of the Club. The president shall set the time, manner, and place of all Board meetings and shall preside over all Board meetings. The president may, with the approval of the Board, appoint committees to further Club purposes.

B. Vice president: The vice president shall assist the president with the duties of the president as defined above. The vice president shall assume the duties of the president in the president’s absence. The vice president shall disburse all Club funds from the Club bank account.

C. Treasurer: The treasurer shall keep record of the organization’s budget and prepare financial reports as needed. The treasurer is responsible for the preparation and filing of tax forms, assuring proper maintenance of club insurance, and for reconciling all bank records. The treasurer, and only the treasurer, is responsible for collecting all Club funds and depositing funds into the Club bank account.

D. Secretary: The secretary shall record the minutes of all meetings of the Board and make these minutes available to all Members via postings to the Club website.

E. Board Members: Board members vote on matters presented to them or explicitly assigned to them by these bylaws.

IV. Board Meeting Procedures
A. Notice: The president shall give all Board members at least seven days notice of Board meetings. The president may give shorter notice if all Board members agree, or if a majority of the Board agrees that an emergency exists which requires the Board to meet on shorter notice. Two Board members are required to call for a meeting that the president has not called.

B. Board Quorum
i. A quorum consists of the president plus two other Board members.

ii. The Board may not meet without the president unless he or she is unavailable or disabled for over 30 days. The Board may meet without the president if he or she expressly approves, in which case a quorum is three Board members.

iii. Except where provided otherwise in these bylaws, a majority of Board members present shall pass measures or take any other Board action. The president, at his or her sole discretion, may contact absent members to obtain their vote or view on an issue.

C. Manner: The president shall establish the time, manner, and frequency of Board meetings. The president may use any reasonable means to facilitate discussion of issues and voting. A motion to overrule the president on time, manner, and frequency issues must be supported by at least two Board members to be considered and passed by a majority vote of the Board to succeed.

D. Race director or other member participation: The president shall ensure that a race director or a member of the Club with Club-related responsibilities, who is not a member of the Board, participates in, or is aware of, any portion of a Board meeting that discusses matters relating to the responsibilities of that race director or member. A race director or member who is not on the Board may not vote on an issue.

E. Member Participation: The president shall ensure that any member may, upon that member’s request, participate meaningfully in a Board meeting. This means that the member can know the issues that will be discussed and can submit his or her views on those issues. This does not mean that meetings need to be held to accommodate the physical participation of members.

F. Agenda: The president shall set the agenda of the meeting. While the president should consult Board members on desired agenda items, it is the president’s responsibility to set the agenda. If the president does not list an item on the agenda, it may only be discussed if at least two Board members express a desire to discuss it.

G. Records of Meetings
i. The Board shall keep a record of its final decisions and a summary of the information needed to explain those decisions. Additionally, the Board shall record the persons participating and the votes of Board members on any issues.

ii. Any member of the Club may, upon request, view the record of the Board’s meetings.

iii. The president shall take measures to see that members are kept informed of the decisions of the Board.

V. Other Club Officials
A. The Board may appoint Club members, including members of the Board, to perform Club-related duties. The Board may set the conditions and terms of service of such officials.

B. Race Directors are designated by a vote of the Board. (As used here, “race director” means the manager of a Club-sponsored event that charges an entry fee and is an event whose income and expenses are deposited to and paid from the Club’s financial accounts.) Once selected by the Board, a race director may not be removed involuntarily without a vote of the Board. In the event of a vacancy in a race director position, the Board shall designate the successor. The Board may use any recruitment means it deems appropriate, but no person may serve as a race director before the Board has approved.

C. The Board must approve the appointment of all race directors.

D. The Board may allow the president to appoint other officials without Board approval.

VI. Membership: Individuals who wish to become members of the Club shall apply for membership and pay such annual dues as set by the Board of Directors.

VII. Elections
A. Board members shall be elected by a vote of the membership and hold staggered terms, so that two board seats will be up for election each year (not including the terms for the First Board, as established in VII. B. below). The Club shall hold elections for two of the five Board members every year.

B. Special procedures for the “First Board”.
i. The Board of the Club at the time of the writing of these new bylaws (the “First Board”) shall establish the procedures for the appointment and terms of the First Board.

ii. The terms of three members of the First Board members shall end in December 2016, prior to which time an election will be held under the rules for all elections that follow the first election. The terms of the remaining two members of the First Board will expire December 2017.

C. Elections.
i. Elections will be held every year during the month of September, beginning September 2016.

ii. All candidates for expiring Board seats shall run against each other in one election. Each Club member may cast one vote for each of up to two persons for Board membership. The winning candidates shall be the two persons with the highest vote counts. If two or more persons are tied for second place, a runoff election shall be held among the persons tied. A runoff election may be held with no less than five days notice.

iii. Upon its election, the new Board shall choose a president. If no member of the Board can obtain a majority of the Board members to support him or her for an Executive position, after a reasonable number of ballots, then the Board member who was elected to the Board with the greatest number of votes from the membership shall serve as president.

iv. Following the election of president, board members will elect among themselves three other members to hold the Executive positions of vice president, treasurer, and secretary. The newly elected president shall break all ties in votes for other Executive positions.

D. Election Procedures
i. Only dues-paying members of the Club are entitled to vote in a Board election.

ii. The Board shall designate the place and manner of elections under these rules. The elections may be held by electronic means, and members need not appear in person to vote. If an election is held by electronic means, the Board shall determine how long voting shall be open.

iii. The president, with the approval of the Board, shall give the membership notice of the time and manner of an election. There must be at least 15 days for members to declare their candidacy as described below and then there must be at least 15 more days before the election or the start of the election period. Thus, notice of the time and manner of the election must occur no later than the beginning of August during an election year.

iv. E-mail or publication on the Club’s Web site shall be considered adequate notice to the membership of all matters relating to elections.

v. The Board may designate a cutoff date prior to the date of the election, upon which someone must be a member to be eligible to vote in that election. The cutoff date shall be no earlier than the date of the beginning of the period during which candidates may declare their candidacy and no later than the beginning of August during an election year.

vi. The Board may designate a person who is not a candidate for any office to receive nominations and certify results of the elections.

E. Vacancies: When a vacancy occurs on the Board, the president shall nominate a person to serve the unexpired term. The Board shall then approve or reject the nomination. If a vacancy occurs in the presidency, the Board shall first select a person from its midst to serve the unexpired term of the president and then the president shall nominate a new Board member, if necessary, to bring the Board to five members.

F. Candidates: All candidates for any elective office must be nominated by two other members of the Club to whom they are not related by blood or marriage or with whom they do not reside. Any one member may not nominate more persons than there are vacant offices in the election.

VIII. Finances
A. The Club is a non-profit organization. Dues, entry fees, and other funds received by the Club will be spent entirely for carrying out the stated purposes of the organization.

B. The Club shall be empowered to participate in fund-raising activities.

C. The Club shall maintain a bank account in the name of the Club. The treasurer, president, and vice president shall have rights to sign on behalf of the Club.
i. The vice president shall have the primary responsibility for disbursing funds of the Club for the purposes of paying expenses associated with races, runs, trail maintenance and Club-sanctioned social events.

ii. The treasurer shall have primary responsibility for collecting funds of the Club via Club dues, race fees, and money raised through fundraising events.

D. No member of the Club may receive any monetary compensation for his or her work with the Club in any position. All members of the Club, including Board members, race directors, and other officials, shall pay their own Club dues if dues are otherwise payable. Any official is eligible, however, for dues reduction or elimination provisions if they are available to all members.

i. Notwithstanding the prohibition on compensation above, any member of the Club who incurs out-of-pocket expenses that are necessary and approved for a Club purpose may, on proper proof of those expenses, be reimbursed. Additionally, the Club may purchase goods or services from a Club member where the payment does not include a portion for the labor of the Club member or where the good or service is legally required and no qualified Club member will provide the good or service without cost to the Club.

E. The treasurer of the Club shall report to the Club members, at least yearly, as to the financial status of the Club. The treasurer shall also make available the financial status of the Club to members upon request.

F. The treasurer shall recommend to the Board how the Club should administer its finances including the target amount of any cash reserve. The Board shall approve these recommendations subject to any modifications it deems appropriate.

G. The Board shall ensure that receipts and disbursements of Club money are properly made and accounted for. In furtherance of this responsibility, the Board shall, at least twice a year, review, or cause to be reviewed, the Club’s books and records.

IX. Amendment of these Bylaws: Any amendment to these bylaws must be approved by the Board of Directors and then by a majority of those Club members who vote in response to a call by the Board of Directors for the purpose of amending the bylaws.

X. Dissolution: In the event of dissolution of the Club, the funds in the treasury, after all creditors have been paid, shall go to the Road Runners Club of America or other 501(c)(3) non-profit organization.