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Bylaws

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Initial Release Approved 05/03/2014

BYLAWS OF PHOENIX FREE SOLES

Contents:

I.    Name

II.    Purpose

III.    Affiliation

IV.    Membership

V.    Dues

VI.    Meetings

VII.    Officers

VIII.    Duties of Officers

IX.    Board

X.    Committees

XI.    Finance

XII.    Savings Clause

XIII.    Amendments

XIV.    Voting Privileges

XV.    Tax Status & Dissolution

ARTICLE I:  NAME

The name of The Club shall be “Phoenix Free Soles” Incorporated hereafter referred to as “The Club”

ARTICLE II:  PURPOSE

Purpose – The purpose of The Club shall be:

  1. The primary purpose of The Club is to promote and encourage the sport of running.

  2. Additionally, in support of the primary purpose, The Club may hold running races, fun-runs, group training activities, lectures and social events, track sessions, publish newsletters and other materials, create and bestow awards, and perform other activities which are conducive to the encouragement of running.

  3. Other objectives include creating a locally and nationally recognized premier running club.  The Club shall create an inclusive community for dedicated runners whom train, compete, and cultivate long-lasting relationships.

ARTICLE III:  AFFILIATION

The Club shall be a member of the Road Runners Club of America (RRCA) and all measures adopted by that body must be considered by this organization. The Club will submit a portion of the annual dues (described in article V) to the RRCA as required.  The Club shall also be a member of the USA Track and Field (USATF).

ARTICLE IV:  MEMBERSHIP

A: Eligibility - Membership shall be open to anyone eighteen (18) years or older upon payment of the dues as outlined in Section B.  Members must complete an initial application for membership which includes agreeing to follow The Club’s ‘code of conduct’ and sign a waiver of liability for participation in all club activities.

ARTICLE V:  DUES

B:  Dues – Application fee for new Club membership shall be $125, which includes the cost of a running top and the first year of Club dues. Annual dues will be $75 (subject to change). Initial 5-year memberships are available for $350 which includes the cost of one (1) running top.  5-year memberships will be available at a discount of one (1) year free with 4 paid years.  All one-year membership dues received before 4/30/14 will remain valid through 4/30/15. 5-year membership dues received before 4/30/14 will remain valid through 4/30/19.  Membership dues received after 4/30/14 will be effective for one year (365 days) beginning from the day of dues are received. Annual dues levels may not be changed more than once per year.

ARTICLE VI:  MEETINGS

A: Meetings – Regular Club meetings shall be held approximately 2-3 times per year.

B: Special Meetings – Special meetings may be called by the President with the approval of the officers.

C: Quorum – A quorum shall consist of 25% or more of The Club membership. All members shall be given appropriate notice of any voting initiative.

ARTICLE VII:  OFFICERS

A: Officers – The officers shall be a President, Vice-President, Secretary, Treasurer, and Event Coordinator.  All Officers must be dues-paying members of The Club and be in good standing.

B: Election – The officers shall be elected by ballot during a Club meeting which will be held in May of each year.  The officers will be elected by a majority vote of the members present at the meeting.

C: Term – The officers shall serve a term off one year and their term of office shall begin in June.

D: Vacancy – If a vacancy occurs in the office of President, the Vice-President shall assume the office for the remainder of the term and vacancies in any other office shall be filled by a special election.

E:  Procedural requirements – Parliamentary procedure will be the structure/format adhered to at Board meetings. Every effort will be made to discuss any measures presented to the group.  A majority vote of the Officers present (minimum of three votes) is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment.  A quorum shall consist of three members. No official meeting shall be held unless a quorum is present.

F:  The President shall be obligated to call a Club Meeting upon receipt of a request with written endorsement of 25% of Club members.  Any Board Member may be recalled from office upon written request of 75% of Club members.

ARTICLE VIII:  DUTIES OF OFFICERS

A: President – it shall be the duty of the President to:

  • Preside at meetings, vote only in case of a tie, represent The Club, and perform such other duties as would ordinarily pertain to this office.

  • Lead the Sponsorship Committee.  Seek, obtain, and coordinate sponsorship agreements for The Club as well as for specific events and team activities.

  • Market The Club to the general public and interface with new-member recruitment.

B: Vice-President – It shall be the duty of the Vice-President to:

  • Preside in the absence of the President

  • Lead efforts to organize official runs including track workouts, and facilitate contracts if needed for track time.

  • Lead coordination on contract with Club Coach and interface and coordinate efforts with Club Coach regarding Club runs.

  • Lead The Clothing Committee.

C: Secretary – It shall be the duty of the Secretary to:

  • Lead Communications Committee.  Coordinate all items related to communications including website management, email communications, newsletters, and Club meetings.

  • Issue meeting notices, record meeting minutes, maintain and update Club records, and conduct the general correspondence of The Club.

D: Treasurer – It shall be the duty of the Treasurer to:

  • Receive all funds and process payments.

  • Keep an itemized account of all receipts/expenditures and assemble reports as directed including support to obtain and sustain nonprofit status.

  • Review current financial status, future expenditures, and provide approval of completed statements and forecast future needs of The Club.

  • Lead Membership Committee.

E: Event Coordinator – It shall be the duty of the Event Coordinator to:

  • Lead Race Promotion Committee.  Races organized by The Club will report in conjunction with the Event Coordinator and may be expected to establish a separate race committee as necessary.

  • Organize and manage events as defined including but not limited to Club Meetings, Officer Meetings, Social Activities, and Annual Banquet.  Identify and coordinate appropriate locations to hold events.

  • Lead Social Committee.

 

ARTICLE IX:  THE BOARD

A: The Board shall be comprised of the five Officers (President, Vice-President, Treasurer, Secretary, & Event Coordinator).

B:  The Board shall have the authority to conduct all business of PFS.  The board is the governing authority and has total oversight over the management of The Club’s 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’s programs and services, elevating The Club’s public image, and hiring of any employees or independent contractors.

C:  Each Board member shall have one (1) vote.  The President shall only vote in the event of a tie.  A minimum of three Board votes is needed to pass any item.

D:  The Board shall meet as needed and minimum of at least once between each regularly scheduled Club meeting.  A quorum of three must be present for business to be conducted.

E:  Each Committee Lead shall make a report at each Board Meeting on the status of his/her committee.  Each Committee Lead will organize any necessary support and assistance for their committee and organize meetings as needed and appropriate to successfully address needs.

F:  The Board shall identify and approve any contract including and not limited to The Club Coach and duties and expectations to be performed by The Club Coach.

ARTICLE X:  COMMITTEES

A:  Clothing:  Organize and manage all Club clothing needs including, but not limited to supplier management, procurement, bidding, and agreements to Club-member pricing and all aspects of ordering processing and distribution.

B:  Social:  Organize events to serve the purpose of bringing The Club together outside of the normal training and racing regimens.

C:  Membership:  Organize and maintain a roster of current Club members, membership forms and information.  Maintain the membership-application process.

D:  Communications:  Manage and ensure communications to Club members are completed as desired.  Effort includes the management of website, newsletter, and other forms of club communication.

E:  Sponsorship:  Seek, obtain, and coordinate sponsorship agreements for The Club as well as for specific events and team activities.  Provide primary and regular communication with sponsors including future agreements, artwork for club use on uniforms or banners, club results and status, etc.

F:  Race Promotion:  Organize efforts to ensure that any races to be put on by The Club are supported, managed, and completed appropriately.

G:  Special Committees:  The Officers shall have the authority to appoint any special committees from time to time as needed.

ARTICLE XI:  FINANCES

A: The Board establishes an annual operating budget and sets membership dues and event-entry fees to support the budget. 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.  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.

B:  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 member of the Board.  The Treasurer reviews the status of the general fund at a minimum of once every three months.  At the same time, he/she reviews a forecast of estimated deposits and disbursements for the succeeding quarters.

XII: SAVINGS CLAUSE

A:  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:  AMENDMENTS

A: Selection – these bylaws may be amended by a quorum vote of The Club membership at a Club meeting.  Approved amendments become effective immediately upon a successful quorum vote unless another date is specified as part of the amendment.

B: Notice – All members shall receive advance notice of the proposed amendment at least five days before the meeting.

C:  Codification – The Board may renumber, revise, codify and correct these bylaws to eliminate errors, correct spelling and grammar, 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.

ARTICLE XIV:  VOTING PRIVILEGES

A: All current Club members who are in good standing and with dues paid are eligible to vote.

ARTICLE XV:  TAX STATUS & DISSOLUTION

A: No part of the net earnings of The Club inures to the benefit of, or is distributable to, its members, trustees, officers, 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 II. 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.

B:  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 corporation (a) that is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

C:  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.

 

Original Release Date: 05/03/2014