Phoenix Free Soles

Bylaws

CONTENTS
I. Name
II. Purpose
III. Affiliation
IV. Membership
V. Dues
VI. Meetings
VII. Officers
VIII. Duties of Officers
IX. Board
X. Ownership Areas
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
The primary purpose of The Club is to promote and encourage the sport of running. 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.
Other objectives include creating a locally and nationally recognized premier running club. The Club shall create an inclusive community for dedicated runners who 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.

ARTICLE V: DUES
Dues – Application fee and annual renewal for Club membership shall be the amount posted on The Club’s official website. Membership dues received are effective for one year (365 days) beginning from the day 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 Chairman with the approval of the board.

ARTICLE VII: OFFICERS
A: Officers – All officers share the same title of Board Member with the exception of one member who is deemed “Chairman.” All officers must be dues-paying members of The Club and be in good standing.
B: Election – Officers shall be elected during a Club meeting which will be held in May of each year. Any current member may voluntarily join the board, and the officers will be selected by a majority agreement of the members present at the meeting.
C: Term – Officers shall serve a term of one year and their term of office shall begin in June.
D: Vacancy – If a vacancy occurs in the office of Chairman, the remaining board members shall appoint a new Chairman. Vacancies in any other position 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.
F: The Chairman 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: Chairman – It shall be the duty of the Chairman to:

  • Represent The Club.
  • Preside over all Club and Board meetings, voting only in case of a tie.
  • Communicate any updates about The Club to all members.
  • Lead the coordination of sponsorship agreements, marketing of the club to the public and advertising efforts.
  • Register The Club with desired organizations (USATF and RRCA Organizations at this time) and coordinate efforts to comply and adhere to 501(c)(3), member organization, and government reporting.
  • USATF Requirements:
    • Complete the USATF annual background screening
    • Annual SafeSport Training

B: Board Responsibilities – The Board shall:

  • Coordinate contracts with The Club Coach including training schedules, track workouts, and Club runs.
  • Manage clothing procurement and distribution.
  • Lead communication including website management, surveys, social media, and newsletters.
  • Maintain Club records and correspondence.
  • Receive and manage funds, produce financial reports, and maintain nonprofit status.
  • Promote races, group runs, social activities, and annual events.
  • Approve track time contracts.
  • Market The Club to the general public.
  • Encourage feedback, provide support, and address concerns using the “Open Door Policy.”

ARTICLE IX: BOARD
A: Composition – The Board shall be comprised of at least three (3) members, including one designated Chairman.
B: Authority – The Board shall have the authority to conduct all business of The Club. It is the governing authority and has total oversight over the management of The Club’s affairs. This includes setting policy, financial oversight, strategic planning, fundraising, legal oversight, program development, public relations, and hiring.
C: Voting – Each Board member shall have one (1) vote. A minimum of three Board votes is needed to pass any item.
D: Meetings – The Board shall meet as needed.
E: Committee Oversight – Each Committee Lead shall report the status of their committee to the Board as needed.
F: Contracts – The Board shall identify and approve any contracts, including those for The Club Coach and other duties as necessary.

ARTICLE X: OWNERSHIP AREAS
A: Clothing – Manage all Club clothing needs, including procurement, pricing, and distribution.
B: Social – Organize social events for Club members.
C: Membership – Maintain a roster of current members and oversee membership applications.
D: Communications – Manage Club communications including website, newsletter, and social media.
E: Sponsorship – Seek and manage sponsorships and coordinate communications with sponsors.
F: Race Promotion – Organize and manage Club-hosted races.
G: Special Committees – The Board may appoint special committees as needed.

ARTICLE XI: FINANCES
A: The Board establishes an annual budget and sets membership dues and event fees. It may authorize the Chairman or any officer to execute contracts on behalf of The Club with majority approval.
B: All funds must be deposited in insured financial institutions. No Club funds may be deposited into a personal account. The Board shall review the general fund status at least quarterly.

ARTICLE XII: SAVINGS CLAUSE
Failure of literal or complete compliance with bylaw provisions related to dates, times, notice, or phrasing does not invalidate actions or proceedings if the members judge by majority vote that no substantial harm occurred.

ARTICLE XIII: AMENDMENTS
A: Selection – These bylaws may be amended at any time by decision of the Board.
B: Codification – The Board may renumber, revise, and correct the bylaws for clarity and consistency without altering their meaning.

ARTICLE XIV: VOTING PRIVILEGES
All current Club members who are in good standing and have paid dues are eligible to vote.

ARTICLE XV: TAX STATUS & DISSOLUTION
A: No earnings of The Club shall benefit individuals. Compensation may be paid for services rendered. The Club shall not engage in political campaigning or lobbying.
B: The Club must comply with all laws governing 501(c)(3) nonprofit organizations.
C: Upon dissolution, remaining funds shall go to the Road Runners Club of America or another 501(c)(3) with a similar purpose.