ByLaws of the Brooklyn rogues


Effective January 5, 2019

TABLE OF CONTENTS

Article I. Name

Article II. Definitions

Article III. Purpose

Article IV. Affiliation

Article V. Membership

Article VI. Dues

Article VII. Meetings of the Membership

Article VIII. Board of Directors

Article IX. Officers of the Club

Article X. Committees and Task Forces

Article XI. Finances

Article XII. Savings Clause

Article XIII. Tax Status and Dissolution

Article XIV. Indemnification

Article XV. Amendments

ARTICLE I. NAME

The name of the organization shall be “Brooklyn Rogues," hereinafter referred to as “the Club.”

ARTICLE II. DEFINITIONS

Section 1. Members.     Persons who have been accepted by the Board Directors or Officers of the Club, as defined below, and who remain in Good Standing, as defined below, shall be members of the Club, hereinafter referred to as “Members” or “Club Members.”

Section 2. Membership.     The body of persons who are collectively Members shall constitute the Membership of the Club, hereinafter referred to as “Membership.”

Section 3. Board of Directors.     Persons who are elected by the Membership to serve as leaders of the Club shall be the Board of Directors, hereinafter referred to as “the Board of Directors” or “the Board.” An individual member of the Board may hereinafter be referred to as “a Director” or as “a member of the Board of Directors.” A member of the Board of Directors shall be counted towards any quorum of Members, provided the Director is (i) in attendance of the meeting at which quorum applies; and (ii) in Good Standing, as defined below.

Section 4. Officers of the Club.     Persons appointed by the Board of Directors to carry out the customary offices and operations of the Club shall constitute the officers of the Club, hereinafter referred to as “the Officers of the Club” or “the Officers.” An individual Officer may hereinafter be referred to as “an Officer” or his/her title of officership, such as “President” or “Treasurer.”

Section 5. Good Standing.     Members are in Good Standing as long as they (a) remain current on membership dues, as outlined in Article V herein; and (b) consistently adhere to the Club’s Code of Conduct.

ARTICLE III. PURPOSE

The Brooklyn Rogues is a structured organization created for the purpose of promoting running as a sport and healthy lifestyle within our community.  In furtherance of this purpose, the organization formed by execution of, and to be governed by, these Bylaws may engage in activities including but not limited to: hosting group runs, fun runs, training runs, and programs on the road and/or track; hosting educational lectures about topics of interest for runners; awarding prizes for and recognition to members of the organization; hosting social events; and all such other things as may be conducive to the encouragement of running. The organization shall also engage in community activities to publicize, by appropriate means, the benefits of running for people in our community.

ARTICLE IV. AFFILIATION

Upon execution of these Bylaws, and in any event no later than February 4, 2019, the Board of Directors shall cause to be submitted to the Road Runners Club of America (RRCA) (1) a copy of the executed Bylaws, and (2) a portion of the annual dues described in Article V herein to the RRCA as membership in that body shall require, for purposes of the Club’s applying to become a chapter of the RRCA.  Upon admission as a chapter of the RRCA, the Club shall be subject to all measures adopted by the RRCA and to all RRCA rules governing its chapters. The Board of Directors and/or Officers of the Club shall take all reasonable and necessary steps to ensure that the Club remains a chapter of the RRCA in good standing, including but not limited to remaining current on RRCA membership dues and complying with rules applicable to RRCA charters.

ARTICLE V. MEMBERSHIP

Section 1. Term of Membership.     Membership in the Club shall be on an annual basis, commencing on the date on which applicants are accepted by the Board of Directors or an Officer of the Club and ending one (1) year from that date. Membership may be renewed on an annual basis.  

Section 2. Non-Discrimination Policy.     No one shall be denied membership in the Club because of race, creed, color, national origin, gender, sexual orientation, or physical condition.

Section 3. Minors.     Persons under the age of 18 are not eligible for membership unless an exception is made by the Board of Directors at its sole discretion.

Section 4. Application.     A person who seeks to become a Member of the Club shall:

(a) submit (i) an application for membership, and (ii) a signed Waiver of Liability for participation in all Club activities; and

(b) pay membership dues, such that the funds are deposited into the Club treasury.

Section 5. Renewal.     A Member who seeks to renew his/her annual membership in the Club and remain in Good Standing shall:

(a) submit (i) a signed Waiver of Liability for participation in all Club activities; and (ii) any additional documentation as may be required by the Board of Directors; and

(b) pay annual membership dues, such that the funds are deposited into the Club treasury.

ARTICLE VI. DUES

The annual dues rate for Club membership shall 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 the Club.

ARTICLE VII. MEETINGS OF THE MEMBERSHIP

The Members of the Club shall meet at least once a year at a date and time established by the Board of Directors. A Director, an Officer, or a designee of the Board shall take minutes of each meeting of the Membership.

Section 1. Inaugural Meeting of the Membership.     The Inaugural Meeting of the Membership shall be a singular gathering of prospective members for the purpose of founding the Club and commencing the process of legal incorporation of the Club.

(a) Date.     The Inaugural Meeting of the Membership shall take place on January 5, 2019.

(b) Quorum.     Quorum need not be established at the Inaugural Meeting of the Membership.

(c) Vote and Election.     There shall be (i) a vote on the ratification of these Bylaws as written; and (ii) an inaugural election for a Board of Directors.

(d) Founding Membership.     Following the ratification of these Bylaws, all persons in attendance at the Inaugural Meeting of the Membership shall be eligible to apply for membership in the Club, as outlined in Article V herein.

Section 2. Annual Meeting of the Membership.     The Annual Meeting of the Membership shall be an annual gathering of Members, not including the Inaugural Meeting of the Membership, for the purposes of electing a Board of Directors for the following fiscal year. The agenda may also include, but is not limited to, making important decisions regarding the organization of the Club, and informing Members of previous and future activities of the Club.

(a) Date.     The Annual Meeting of the Membership shall be held on a date that is no more than seven (7) weeks before the start of the Club’s fiscal year, which shall begin January 1.

(b) Quorum.     Quorum at the Annual Meeting of the Membership shall be (a) no less than 15% of Members in Good Standing; and (b) a majority of the Board of Directors.

Section 3. Special Meetings of the Membership.    A Special Meeting of the Membership, hereinafter referred to as “Special Meeting of the Membership” or “Special Meeting,” shall be a meeting that is not normally scheduled in the course of ordinary business of the Club or the Board and is called in urgent or emergency situations.

(a) Call to Meeting.     Special Meetings may be called by (i) the President; or (ii) a majority of the Board of Directors; or (iii) a petition with signatures, assenting to the calling of a Special Meeting, of no less than one-half (½) of the Membership; or (iv), in the event no Director of the Board or Officer of the Club remains, a Member in Good Standing appointed by the Membership.

(b) Notice.     The Membership shall be notified of the Special Meeting within three (3) days of (i) the decision to hold a Special Meeting; or (ii) the receipt by a Director or Officer of the Club of the petition calling for a Special Meeting.

(c) Date.     A Special Meeting shall be held on a date that is no less than seven (7) days and no more than fourteen (14) days from the date of notification of the Membership.

(d) Quorum.     Quorum at a Special Meeting called by the President or the Board of Directors shall be no less than twenty percent (20%) of Members in Good Standing. Quorum at a Special Meeting called by petition shall be no less than fifty percent (50%) of Members in Good Standing.

ARTICLE VIII. BOARD OF DIRECTORS

Section 1. Powers and Duties.     The Board shall manage and control the affairs and property of the Club under the guidance of the Members.  It carries out all the objectives and purposes for which the Club is organized.  This general mandate includes, but is not limited to: electing or appointing Officers; setting Club policies, protocols, and procedures; financial oversight; strategic planning; fundraising; legal oversight; determining and monitoring the Club’s programs and services; elevating the Club’s public image; and hiring of any employees or independent contractors.  All corporate powers, except such as are otherwise provided for in the Certificate of Incorporation or the laws of the State of New York, shall be and are hereby vested in and shall be exercised by the Board.

Section 2. Number.     There shall be five (5) Directors.  The number of Directors may be increased or decreased by a vote of the majority of the Directors.  No decrease in the number of Directors shall shorten the term of any incumbent Director.

Section 3.     Qualifications.  Being a Member in Good Standing is a prerequisite for being a Director and the minimum age for a Director shall be eighteen (18).

Section 4. Compensation.     There shall be no compensation for Directors, but they may be reimbursed for reasonable expenses incurred on behalf of the Club. 

Section 5. Nomination and Election of the Directors. 

(a) Elections.     The inaugural election to the Board of Directors shall be held in person, and the results announced, at the Inaugural Meeting of the Membership, as outlined in Article VII, Section 1 herein. Thereafter, the election to the Board of Directors for the following fiscal year shall be held in person at the Annual Meeting of the Membership, as outlined in Article VII, Section 2 herein, or by electronic means no more than two (2) weeks prior to the Annual Meeting of the Membership.

(b) Nomination of Candidates.     Each candidate shall be nominated by at least one (1) Member in writing, which may include electronic means. Candidates must be Members in Good Standing. A Member may self-nominate. Only Members who are nominated may be elected to the Board.

(c) Publication of Candidates.     The President or his/her designee shall accept all nominations for candidates for Directors and shall prominently post the list of candidates and their brief statements of qualifications, if provided, electronically.  The posting of the list of candidates and their statements of qualifications shall be made prior to the Annual Meeting of the Membership.

(d) Monitoring of Election.     The Board shall be responsible for ensuring fairness for all parties.  Members shall be entitled to witness the counting of ballots. For the inaugural election of the Board, a Director shall win election by securing a plurality of votes cast by those in attendance. Thereafter, the Board shall establish detailed election procedures prior to the Annual Meeting of the Membership. The election procedures shall remain in place unless superseded by subsequent election procedures at the discretion of the Board.

(e)     Results.     The results of the election shall be announced at the Annual Meeting of the Membership or no more than two (2) weeks following the Annual Meeting of the Membership.

Section 6. Conflict of Interest.     Members of the Board of Directors, whether newly elected, reelected, or appointed under any condition, shall sign and submit a Conflict-of-Interest Disclosure Statement within thirty (30) days of his/her election, reelection, or appointment.

Section 7. Term of Office.     The Directors elected at the Inaugural Meeting of the Membership shall take office immediately upon election and shall remain in office until December 31, 2019 or until the appointment of a successor.  Thereafter, newly elected Directors of the Club shall take office on January 1 following the Annual Meeting of the Membership. Directors shall remain in office for one (1) year or until the appointment of a successor.

Section 8. Meetings of the Board.     The Board of Directors shall convene, for the purposes of conducting the business of the Club, at an annual meeting in January of its term and at least one (1) subsequent meeting on a date that is prior to the Annual Meeting of the Membership.

(a) Annual Meeting of the Board.     The annual meeting of the Board of Directors shall be held on or before January 31 of its elected term. The Board shall select the Officers of the Club at the annual meeting of the Board.

(b) Quorum.     Quorum at any meeting of the Board shall be a majority of the Board of Directors. Directors may attend a meeting and be counted toward quorum through teleconference or videoconference, provided the technology employed is sufficient for such persons to hear all other persons attending such meeting and for such persons attending through teleconferencing or videoconferencing to be heard by all other attendees.

(c) Minutes.    Minutes shall be taken at each meeting of the Board.

(d) Attendance.    Persons attending Board meetings shall consist of the Board of Directors. Other persons may, from time to time, be invited, by majority assent of the Board, to attend for part of or the entirety of a Board meeting.

Section 9. Executive Sessions of the Board.     The Board of Directors reserves the right to hold executive sessions, from time to time, to discuss sensitive matters. Minutes taken at such meetings shall remain confidential only so long as their publication would defeat the purpose of the executive session. Board members and other persons attending the session are honorbound not to disclose the topic or details of discussion at executive sessions. If the executive session results in some official action, such action shall be taken and recorded in the minutes of the meeting during which the executive session was held.

Section 10. Vacancies.     In case of a Director’s death, resignation, removal, or loss of membership, the vacancy shall be filled by a majority vote of the remaining Directors throughout the remainder of the term of office. Provided there are a minimum of three (3) Directors, the Board may continue its duties in the interim before the vacated positions are filled.

Section 11.     Special Election of the Board.     If, at any point in time, there remain less than three (3) Directors on the Board, then a special election of the Board (“Special Election”) shall be held at a Special Meeting of the Membership, as outlined in Article VII, Section 3.

(a) Nomination of Candidates.     Each candidate shall be nominated by at least one (1) Member in writing, which may include electronic means. Candidates must be Members in Good Standing. A Member may self-nominate. Only Members who are nominated may be elected to the Board. Candidates must meet the qualifications set forth in Article VIII Section 3.

(b) Monitoring of Special Election.     The remaining Director(s) of the Board or any Officer of the Club or, in the event no Director or Officer remains, a Member in Good Standing appointed by the Membership, shall be responsible for ensuring fairness for all parties and shall establish detailed election procedures prior to the Special Meeting. Members shall be entitled to witness the counting of ballots.

(c) Results.     The results of the Special Election shall be announced both at the Special Meeting and again through electronic means to the Membership at large.

(d) Term of Office.     Directors elected in a Special Election shall take office immediately upon election and shall remain in office until December 31 of their term.

Section 12. Resignation.     A Director may resign at any time by giving written notice to the Board, the President, or the Vice President of the Club. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective. If any Director ceases to be a Member for any reason, he/she shall be deemed to have resigned as a Director.

Section 13. Removal by Board.     Any Director may be removed for cause by a majority of the vote of the Board.

Section 14.    Removal by Membership.     An elected or appointed Director may be removed from office by two-thirds (⅔) vote of the Membership at a Special Meeting for recall held in accordance with Article VII, Section 3.

(a) Causes.      Causes for removal include, but are not limited to: refusal to carry out the decisions and the stated intent of the Membership or decisions of the Board of Directors; continued, gross, or willful neglect of duties; unauthorized expenditures, unauthorized signing of checks, or misuse of Club funds.

(b) Petition for Recall.      If a Member in Good Standing seeks to remove a Director or Directors from office, such a Member shall submit a petition for recall to any Director of the Board. A Director who receives a petition for recall, shall, within seven (7) days of his/her receipt of such a petition, determine the validity of the petition for recall. A petition for recall shall be valid if it contains (a) a statement of reasons for why the recall is being sought; and (b) signatures, assenting to the statement of reasons for recall, of no less than one-half (½) of the Membership.

(c) Notice.     Upon verifying the validity of a petition for recall, the Director shall:

(i) within forty-eight (48) hours, distribute the valid petition of recall, or copies thereof, to all members of the Board, including the Director(s) whose recall is being sought; and

(ii) within fourteen (14) days, notify all Members of the scheduling of a Special Meeting for recall, with instructions for absentee or proxy voting. The notice shall include the statement of reasons for why the recall is being sought and may include rebuttals by the Director(s) sought to be recalled.

(d) Recall Meeting.     The Special Meeting for recall shall be scheduled not sooner than ten (10) days and not later than twenty (20) days from the date of notification of the Membership.

(e) Defeat of Recall Petition.     Where a Special Meeting for recall has been held and a petition for recall of a Director has failed, no further recall petition may be brought against such a Director until one (1) Annual Meeting of the Membership has intervened.

ARTICLE IX. OFFICERS OF THE CLUB

Section 1. Number and Qualifications.     
The Officers of the Club shall be the President, Vice President, and Treasurer. Being a Member in Good Standing is a prerequisite for being an Officer and the minimum age for an Officer shall be eighteen (18). No person may hold more than one Officer position in the Club at the same time.  No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity. Officers must be Members in Good Standing and shall serve without salary.

Section 2. Appointment of Officers.     At the Annual Meeting of the Board, the Board shall appoint by majority vote the Officers of the Club.

Section 3. Compensation.     There shall be no compensation for Officers, but they may be reimbursed for reasonable expenses incurred on behalf of the Club.

Section 4. Term of Office.     The term of office for each Officer shall begin on appointment at the Annual Meeting of the Board and shall end when his/her successor is appointed at the next Annual Meeting of the Board.

Section 5. Conflict of Interest.     Each Officer, whether elected, appointed, or reappointed in any scenario, shall sign and submit a Conflict-of-Interest Disclosure Statement within thirty (30) days of his/her election, appointment, or re-appointment.

Section 6. Vacancies.     In case of any vacancy in any office, a successor to fill the vacated position of the term may be appointed by a majority vote of the Board.

Section 7. Resignation.     Any Officer may resign at any time by giving written notice to the President or the Vice President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective. If any Officer ceases to be a Member for any reason, he/she shall be deemed to have resigned as an Officer.

Section 8. Removal.     Any Officer of the Club may be removed for cause by a majority of the vote of the Board.

Section 9. President.     The President shall be the chief executive officer of the Club and shall preside at all meetings of the Members and of the Board. The President has general supervision of the affairs of the Club.  The President shall have the power to enter into contracts on behalf of the Club. The President shall perform such other duties shall as assigned to him or her by the Board.

Section 10. Vice President.     The Vice President shall serve as the chief operating officer of the Club, and shall ensure that the affairs and instruments of the Club operate effectively and in a timely manner. The Vice President shall assist the President in the execution of his/her duties, and shall perform such other duties as assigned to him or her by the President or the Board. In the absence of the President, the Vice President shall perform the duties of the President. The Vice President or his/her designee shall take and record minutes of all meetings of the Members and of the Board.

Section 11.    Treasurer.     The Treasurer shall serve as the chief financial officer of the Club. The Treasurer shall maintain full and accurate accounts, receipts and disbursements of the Club, and shall deposit all monies and other valuable effects of the Club in the name and to the credit of the Club. The Treasurer shall oversee the budget planning process; ensure adequate income available to achieve the budgeted expenses; safeguard the organization’s assets; draft financial policies for Board approval; anticipate and report financial problems; ensure federal, state, and local reporting takes place. The Treasurer shall audit the accounts of the Club and shall present an annual report setting forth in full the financial conditions of the Club at the Annual Meeting of the Membership.  The Treasurer shall perform such other duties as assigned to him or her by the President or the Board. In the absence of the Treasurer, another Officer shall perform the duties of the Treasurer.

ARTICLE X. COMMITTEES AND TASK FORCES

The Board of Directors shall have the authority to create committees and task forces, appoint members, and dissolve committees and task forces as it deems appropriate to carry out the purpose of the Club. The Board shall define the duties and deliverables for all committees and task forces and outline the performance expectations for all members of a committee or task force. All committee and task force members shall serve for a term as defined by the Board of Directors. The Board shall be kept informed of the activities and progress of all committees and task forces, and the Board shall have oversight duties in regard to the final outcome approval, acceptance or rejection, ratification of the actions of a committee or task force.

ARTICLE XI. FINANCES

Section 1. Fiscal Year.     The Club’s fiscal year is January 1 - December 31.

Section 2. Operating Budget.     The Board establishes an annual operating budget and sets membership dues and event entry fees to support the budget.

Section 3. Contracts.     The Board may authorize the President and/or any Officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club with approval of the Board majority.

Section 4. Payments.     All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Club are signed by authorized Officers or employees and in accordance with policies and procedures adopted by the Board.

Section 5. Financial Institutions.     All monies for the Club are deposited to the credit of the Club in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency. No Club funds may be deposited in the personal account of a Club Director, Officer, Member, or employee.

Section 6. Treasury Oversight.     The Treasurer reviews the status of the general fund at least quarterly. At the same time, he/she reviews a forecast of estimated deposits and disbursements for the succeeding quarters.

Section 7. Excess Funds.     If the President and the Treasurer determine that the balance of general funds exceeds the amount required for routine operating expenses, then the excess funds may be invested as authorized by the Board.

ARTICLE XII. SAVINGS CLAUSE

Failure of literal or complete compliance with provisions of the Bylaws with respect to dates, times, and notice, or the sending or receipt of the same, or errors in phraseology of notice of proposal, do not invalidate the actions or proceedings of the Members at any meeting, as long as the Members judge (by majority vote) that no substantial injury to the rights of Members has occurred.

ARTICLE XIII. TAX STATUS AND DISSOLUTION

No part of the net earnings of the Club inures to the benefit of, or is distributable to, its Members, Directors, Officers, trustees, employees, volunteers, or other private persons; except that the Club may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article III. No substantial part of the Club’s activities can be the carrying on of propaganda or otherwise attempting to influence legislation. The Club may not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.

Regardless of any other provision of these articles, the Club may not carry on any other activities not permitted to be carried on by (a) a corporation that is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) any organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon 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) nonprofit organization with a similar purpose to the Club’s.

ARTICLE XIV. INDEMNIFICATION

To the fullest extent authorized by New York State law, the Club shall indemnify each person who is or was a Director or Officer of the Club, and shall pay or reimburse in advance his/her expenses with respect to any claims or actions, whether criminal or civil, against such person, his/her testator or intestate, by virtue of his/her service as a Director or Officer of the Club. The Club shall also indemnify each person who is or was an employee or volunteer of the Club, and shall pay or reimburse in advance his/her expenses, to the same extent as trustees and Officers of the Corporation. Notwithstanding any other provision of these Bylaws, the Club shall neither indemnify any person nor advance expenses or purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Club as an organization described in Section 501(c)(3) of the Internal Revenue Code or that would result in the imposition of any liability under the Internal Revenue Code.

ARTICLE XV. AMENDMENTS

Section 1. Proposal.     These Bylaws may be amended by two-thirds (⅔) of those voting at the Annual Meeting of the Membership, as follows:

(a) Submission Deadline.     A proposed amendment must be submitted in writing by any Member in Good Standing to the Club President at least sixty (60) days preceding the Annual Meeting of the Membership.

(b) Vote.     The Board by majority vote determines its position for, against, or for with a recommended change.

(c) Notice.     The Board returns the proposal along with its position to be included in the notice of the Annual Meeting of the Membership.

Section 2. Extraordinary Situations.     In emergency or extraordinary situations, as defined by the Board, the Board, by two-thirds (⅔) vote of the Board, may waive the 60-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the Annual Meeting of the Membership. In such emergency cases, the Board must communicate the proposed amendment and Board position to the Membership at least twenty (20) days prior to the meeting.

Section 3. Defeat of Proposal and Resubmission.     A proposed amendment, which has not been recommended by the Board and has been defeated at the Annual Meeting of the Membership may not be re-submitted until at least one Annual Meeting of the Membership has intervened. The Board determines, in its sole discretion, whether an amendment is sufficiently similar to one previously considered to be governed by this subsection.

Section 4. Board Amendments.     The Board may also make amendments to the Bylaws.

(a) Vote and Adoption.     An amendment proposed by a Director of the Board is adopted by two-thirds (⅔) majority vote of the Board.

(b) Notice.     The Board must communicate the complete wording of the amendment(s), both additions and deletions, to the Membership within ten (10) days of the adoption of the amendment(s).

(c) Repeal.     An amendment adopted solely by the Board may be repealed by two-thirds (⅔) majority vote of Members at (i) the Annual Meeting of the Membership; or (ii) a Special Meeting of the Membership, as outlined in Article VII, Section 3.

Section 5. Adoption.     An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.

Section 6. Corrections.     The Board may renumber, revise, codify, and correct any provision in these Bylaws, and in the rules, policies, procedures, and regulations of the RRCA, to eliminate errors; to correct spelling, grammar, and punctuation; to provide consistent numbering; and to bring about proper order and sequence; but in so doing it may not change the meaning of any provision.