The Bylaws of the Cambridge Running Club
Updated August 2017

Article 1: General Provisions

A. The name of the club shall be The Cambridge Running Club, Incorporated, and hereafter shall be referred to as “the club.”

B. The club shall organize regular practices and workouts for members, promote members’ participation in local and national road races and other competitions, and serve as a venue through which members may organize various social and volunteer activities.

C. The club colors shall be navy blue, blue, orange, and white.

D. The principal offices of the club shall be held at the address of a current officer. Offices shall presently be at 1500 Commonwealth Ave., Apt. 8, Boston, MA 02135.

Article 2: Membership and Dues

A. The club dues shall be set annually by at least a majority of the officers by consensus if possible, or by majority vote.

B. Discounts of dues may be allowed, e.g. for students, couples or families, as determined by a majority of the officers.

C. If an individual is under the age of 18 and requesting to join the club, he or she must submit a waiver signed by him or her and his or her parent or legal guardian in order to be considered as a member of the club.

D. Club dues shall provide for a one-year membership in the club beginning on the date of payment, or in the case of renewal on the anniversary date of original membership payment, and are non-refundable, unless an exception to this rule is approved by the president and the treasurer, on a case-by-case basis.

E. Absent a renewal payment of club dues according to Section D, membership in the club shall expire on the anniversary date of the original membership payment.

Article 3: Club Finances

A. All club receipts shall be kept in a bank account in the name of the club.

B. All bank and payment accounts kept on behalf of the club will remain listed in the name of, and be managed by the current club treasurer, or in his/her stead by a designated current officer of the club.

C. The fiscal year of the club shall be from January 1 to December 31.

D. Expenditure Approval:

a. Expenditures exceeding $200 (two hundred dollars) must be approved by a majority of the officers.

b. Expenditures under $200 (two hundred dollars) must be approved by

the treasurer.

E. A majority of the officers must approve any change in the fees paid to coaches.

F. An audit of the treasurer's books shall be made annually by a person

appointed by a majority of the officers.

G. The club is a non-profit organization. Dues, entry fees, and other monies received by the club shall be spent entirely for carrying out the stated purposes of the club under Article 1.

H. In the event of dissolution of the club, the funds in the treasury, after all creditors have been paid, shall go to a 501(c)(3) non-profit organization, or to a private foundation in accordance with Section 507 of the Internal Revenue Code as amended from time to time.

Article 4: Club Meetings

A. Club-wide meeting.

a. Purpose: The purpose of the club-wide meeting shall be to provide the membership with a report on the status of the club (including finances), and to elect officers for the following 12-month period.

b. Frequency: The club-wide meeting shall be held approximately once per 12-month period, typically in December or January.

c. Publicity: The time, date, and location of the club-wide meeting shall be announced at least two weeks in advance by the president, or by an officer or staff member that the president designates.

d. Attendance and Voting: All members in good standing may attend the club-wide meeting, and may vote in officer elections. A member shall be in good standing if their membership is non-expired according to Article 3, Section D, at the time of the date of the meeting. The officers and staff may establish the policies and procedures for voting at the annual meeting which may include voting by proxy or email.

i. Each member in good standing shall receive one vote at the club-wide meeting.

ii. All motions at club-wide meetings must be passed by a majority of the members in good standing present, including members voting by proxy or by email if so established, except in those cases noted below.

iii. Amendments to the club bylaws must be approved by two-thirds of the members in good standing present (or by responding members in the case of a remote vote), including members voting by proxy or by email if so established. (If the bylaws are updated outside of the time frame of the club-wide meeting, approval shall take place around the time the bylaws are updated, among members present or through remote voting.)

e. Quorum: The quorum at the club-wide meeting shall be 3 officers plus the lesser of: 25 percent of the number of members in good standing at the time of the meeting, or 20 members in good standing.

B. Officer meeting.

a. Purpose: The purpose of the officer meeting shall be to make decisions regarding the day-to-day business of the club, and to facilitate club operations.

b. Frequency: Officer meetings shall be conducted as frequently as needed to facilitate club operations, and may take place in person, by telephone, or by equivalent means.

c. Publicity: Because officer meetings may be informal events scheduled as club operations require, no prior announcement of these meetings to the membership is required. However, any club member in good standing may, by written request to the president and secretary, receive a written summary of club business conducted at an officer meeting within the last 2 months. Such written summary may

be the minutes for the meeting as prepared by the secretary or a different written summary as the president and secretary determine.

d. Attendance and Voting: Officer meetings may include individuals other than the elected officers. When decisions requiring a vote are made, voting shall take place according to the rules set forth in these bylaws.

e. Quorum: The quorum at an officers meeting shall be at least 3 officers.

Article 5: Officers, Staff, and Members

A. Club members in good standing shall elect the officers annually at the club-wide meeting.

B. The officers shall be as follows: president, vice president, secretary, and treasurer.

C. The duties of the officers shall be as follows:

a. President: to preside over all meetings of the officers and staff, and to oversee the

operation of the club. The president, along with the treasurer, must authorize expenditures from club funds as outlined in Article 3.

b. Vice president: to serve in the absence of the president and to assist the president

as required.

c. Secretary: to keep minutes of all meetings and to manage club correspondence.

d. Treasurer: to disburse funds as directed by the officers and staff; to keep accurate records of the club's financial status and the list of current members and their membership status; to present such records to the officers at all officer meetings and at the request of officers; to provide a copy of the monthly bank statement to the president upon request. The treasurer, along with the president, must authorize expenditures from club funds as outlined in Article 3.

D. The officers shall have the power to:

a. Authorize club expenditures in accordance with Article 3.

b. Remove any officer from their position by unanimous vote of remaining officers, if this person is not discharging his or her duties to the satisfaction of the officers. In the event of removal of an officer, the position shall be filled by holding a by-election at the earliest opportunity. The removed officer shall be ineligible to stand in the by-election.

c. Elect a new officer to a post by unanimous vote of remaining officers, to replace a current officer who is taking a leave of absence or unable to complete his or her full term.

d. Organize and promote social and athletic functions that the officers and staff determine will promote the success of the club.

e. Review and propose amendments to the by-laws subject to approval in the manner set forth in Article 4.

f. Negotiate contracts and oversee agreements with coaches, other subcontractors, and vendors to the club, and initiate or terminate these agreements. Initiation and termination of coaches shall require unanimous approval from the officers.

g. Appoint club members by majority vote, to serve as staff, as may be required to help carry out the club’s activities, such as with respect to club races, special events, new membership, workouts, volunteering, and managing the website of the club.

h. Conduct any other business that the officers determine will promote the success of the club, subject to limits laid out in these bylaws.

i. Subject to the following subsections, the officers, by a vote of at least two-thirds of the officers, may suspend or expel any member found to have engaged in conduct inconsistent with the welfare, interest, and character of the club, including engaging in conduct which improperly interferes with any member’s enjoyment and participation in the club.

1.Process

A. Such member shall receive notice of the issue and be given an opportunity to be heard in person by a duly constituted meeting of the officers pursuant to Article 4, Section B.

B. The member must make him or herself reasonably available for such a meeting within two weeks of receiving the notice for such a meeting, and any failure to do so may constitute a waiver, at the discretion of two-thirds of the officers, of any right to be heard under this provision.

C. The notice to the member shall be in writing and need only identify the subject matter of concern.

D. The member may request a second officer meeting, which may be granted at the discretion of two-thirds of the officers. The request must specifically identify new information or evidence that was not presented and considered at the initial meeting.

E. So long as the member is given an opportunity to be heard at the initial meeting, the officers may vote by email or through other means and do not have to be present in the same physical space to exercise their authority under this provision. Any decision by the officers concerning such a matter must be provided to the concerned member in writing by hand delivery, email, or by U.S.

mail (at such member's last known address and/or email address).

F. Without staying any effect of the decision, the member shall have two weeks to request reconsideration of the decision in writing. The officers, after receiving the written request for reconsideration, the officers, by a vote of two-thirds, may adhere to, abandon, or modify their earlier decision, with or without providing the member the opportunity to be heard at another officer meeting.

G. Nothing in this provision shall be construed to limit the authority of the officers to conduct any investigation of any matter of concern to the club's business, including interviewing persons who may have relevant information, permitting the concerned member or other individuals the opportunity to submit additional information or evidence at any point in the process, or taking any other action otherwise permitted by these by-laws that they deem necessary in order to reach a decision on the matter.

2. Suspension/Expulsion

A decision to expel or suspend a member, pursuant to Article 5, Section (D)(h)(1) above, until a certain time period shall not be construed as giving such member the right to re-join the club as a member in good standing upon the expiration of the suspension or expulsion period. Any request by a suspended or expelled member to seek re-admission to the club shall be considered by the Officers and requires a vote of two-thirds of the Officers for approval. The Officers may also decide to re-admit the member subject to certain conditions being met and maintained in order to continue to remain a member in good standing. However, before denying or granting with conditions any request for re-admission, the Officers must follow the procedures set forth in Article 5, Section D(h)(1) above before making such a decision.

3. Effect of Suspension/Expulsion on Membership Dues

Because an expelled or suspended member may no longer participate in club activities or use club resources, that member shall be refunded any membership dues paid for that year, regardless of when the suspension or expulsion occurs during the course of the year. The expelled or suspended member must request a refund in writing to the treasurer of the club and the treasurer shall provide the refund of membership dues within two weeks of receiving such request.

E. A member may be elected to at most one office.

F. In order to be elected to office or appointed to a staff position, a member must

be in good standing.

Article 6: Indemnification of Officers and Staff

A. The club may, by vote of a majority of the officers not affected, or by vote of a majority of the club members, indemnify one or more of its officers or former officers against liabilities and expenses (other than judgments, penalties, amounts and other liabilities paid or payable to the club) actually and necessarily paid or incurred by him or her in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been an officer of the club; provided, however, that no indemnification shall be provided in relation to matters as to which any such officer shall have been adjudged to be liable by reason of his or her gross negligence or willful misconduct in the performance of his or her duties as such officer. As to whether or not an officer is liable for gross negligence or willful misconduct in the performance of his or her duties, the majority of the officers not affected, or where appropriate, the majority of the club members, may, in the absence of a court adjudication on that point, rely conclusively upon an opinion of legal counsel selected by the officers not affected, or where appropriate, the majority of the club members.

Article 7: Annual Reports and Compliance

A. An officer, member, or other individual designated by the president shall annually, on or before the first day of November, prepare and submit to the Secretary of the Commonwealth of Massachusetts a certificate which shall be signed under the penalties of perjury by an officer of the club, stating:

a. The name of the club.

b. The location (with street address) of the club’s principal office or headquarters.

c. The date of the club’s last preceding club-wide annual meeting.

d. The names and addresses of all club officers having the powers of directors, and the date at which the term of office of each expires.

B. An officer, member, or other individual designated by the president shall annually, on or before the first day of December, review compliance and membership with Road Runners Club of America (RRCA) and subsequent insurance through Star Financial, which insures RRCA. The club must pay the annual fee to renew its RRCA membership for the upcoming year, and must also provide the following information or confirm that the most recent information held by RRCA is up to date:

                a. Updated bylaws

                b. Roster of current board contacts

                c. Conflict of interest policy (available on RRCA site)

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