BYLAWS OF THE SOMERVILLE ROAD RUNNERS CLUB

(Updated and Approved on November 04, 2024)

CONTENTS:

I. Name

II. Purpose

III. Non-Profit Status

IV. Membership

V. Dues

VI. Meetings of the Membership

VII. Board of Directors and Elections

VIII. Committees and Coordinators

IX. Finances

X. Volunteer Board Service

XI. Indemnification

XII. Tax Status Requirements and Dissolution

XIII. Indemnification

XIV. Amendments to these Bylaws


I. NAME

The name of the organization shall be "Somerville Road Runners" or “SRR,” hereafter referred to as “the Club” or “Club.”

A. Seal / Logo

The logo or seal of the club shall consist of the word logo Somerville Road Runners or initials SRR, together with any other object/device upon which its Board of Directors may from time to time determine. Any additional text and/or imagery used to promote the Club seal / logo shall be in compliance with the Code of Conduct set forth in these bylaws.

II. PURPOSE

The Club is an athltic, social, and charitable organization organized to exclusively promote social welfare by providing a community-based running organization that empowers all people to participate in the sport of running in pursuit of enjoyment, health, well-being and competition. In furtherance of our purpose, the Club hosts running events including group runs, fun / free runs, a kids’ running program, training runs, race organization, and programs on the road, track, and trails. The Club hosts educational sessions about topics of interest for runners, provides awards, hosts social events, and all such other things as may be conducive to the encouragement of running. The Club also engages in community activities and charitable contributions, to publicize by appropriate means, the benefits of running as a means of physical fitness to improve the health status of people in our community.

III. Non-Profit Status

The Somerville Road Runners is a non-profit organization within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986 as amended (or any successor provision therefore).

IV. MEMBERSHIP

Any person, subject to the approval of its Board of Directors, may become an active member of the Club upon registration and payment of annual dues in accordance with the Club’s current membership systems and procedures as established by the Board of Directors with support from the Membership Coordinator. Club members shall thereafter retain their membership status so long as they pay the annual dues and observe the bylaws of the Club and any rules made pursuant thereto, or until the member shall have resigned their membership in writing or email. The Board of Directors may establish different types of memberships with different dues structures. The club promotes equitable opportunities for membership and participation in all associated activities and does not discriminate based on characteristics protected by local, state, or Federal law.

Memberships are valid for twelve (12) months, beginning on the join date and can be renewed on an annual basis. Membership fees are not tax deductible.

Family memberships are available and are defined as “Spouse or Domestic Partner, and/or minor children of primary member living at the same address.” This does not include adult siblings living together away from parents, cousins who are roommates etc.

Individuals and families wishing to participate in the activities of the Club shall submit dues annually, complete an annual membership agreement, which includes agreeing to follow the Club’s code of Conduct, and sign a waiver of liability for participation in all Club activities.

Club Code of Conduct

The Code of Conduct exists for the safety and benefit of the Club, its members, and visitors. It is not meant to dictate all interpersonal relationships and interactions between members or between members and the community. Instead, the purpose of this Code of Conduct is to set forth the basic principles of decency we expect members to follow so that members can achieve their running goals in a safe and fun environment.

As Club member, you agree to:

  • Always show respect to your fellow club members;

  • Always show respect and appreciation for the volunteers who give their time to help the Club and/or Club events;

  • Refrain from verbal, written, (yelling, taunting, threatening) or physical violence upon anyone at any Club-affiliated event, activity, or online/electronic interactions;

  • Refrain from making racial, ethnic, religious, age, sexual-orientation, or gender-related slurs or derogatory comments at any Club-affiliated event, activity, or online/electronic interactions;

  • Never act in a manner that can be deemed as sexual harassment, which includes unwelcome sexual advances, unwelcome requests for sexual favors, and any other unwelcome verbal or physical conduct of a sexual nature at any Club-affiliated event, activity, or online/electronic interaction.

    Members found to be listed on a sex offender registry, convicted of a sex crime, or caught having, creating, or distributing child pornography may be barred from membership and all participation in club activities;

  • Refrain from acting in a manner that disrupts or impedes Club events;

  • Abide by race rules and engage in fair competition, which includes anti-doping compliance, no course cutting, or other means of gaining a competitive advantage that is considered cheating when participating in club races or other races where you may represent the club by wearing a club-branded singlet, shirt, uniform, etc.

Failure to follow the Code of Conduct may lead to a member’s expulsion from the Club. Reports of violations of the Code of Conduct shall be made in writing or email and presented to the President or President’s designee, who shall promptly investigate the circumstances of the allegations and report the findings to the Board of Directors. The Board of Directors shall review the findings of the President at its next scheduled meeting to determine whether further action is necessary. The Board, in its discretion, may fashion a remedy depending on the severity of the Code of Conduction violation.

Sanctions may include, but are not limited to, a verbal warning, a written or email warning, referral of the matter to proper law enforcement, or the cancellation of Club membership. The Board shall allow the accused member an opportunity to be heard, either in writing or in person, prior to any cancellation of any Club membership and expulsion from the Club.

V. DUES

Membership dues shall cover a membership period of one year from the time of payment, with the amount being set by the Board of Directors and collected according to current club membership processes. The Board of Directors shall periodically adjust the cost of membership dues to best serve the Club and its Members. The cost of membership dues shall not be changed more than once per year. If the amount of such an increase exceeds 50% it shall be subject to a vote of approval from the Club Membership. The board may periodically offer discounted or promotional membership rates that are judged to be in the best interest of the Club.

VI. MEETINGS OF THE MEMBERSHIP

A. Annual Meeting

The Members of the Club shall meet on the first Monday in March for the purpose of election of Officers and Directors and such other business as may lawfully come before the club. The place of the annual meeting shall be determined by the Board of Directors with appropriate advance notice sent to the members. At the Board’s discretion, the Annual Meeting may be held in-person or electronically including tele- or video conferencing. If the Annual Meeting must be postponed and cannot be held at a later time on the same date and location, or if it is canceled due to exigent circumstances, the Board may reschedule the date of the meeting and provide no less than a fourteen (14) day written or email notice, announcing a new date, time, location or meeting method (in-person, tele- or video conferencing) to the members.

B. Monthly Meetings

A monthly meeting of the Club Members shall be held on the first Monday of each month, at a place determined by the Board of Directors. At the Board’s discretion, the Monthly Meeting may be held in-person or electronically including tele-or video conferencing. If the first Monday of the month is a holiday, said meeting shall be held the following Monday.

C. Special Meetings

Special meetings of the Members shall be held at the written or email request of twenty (20) members, or by the majority vote of the Board of Directors. Meetings of the Board of Directors shall be held at such dates, times, and places as such Board may from time to time designate by their duly recorded vote.

VII. BOARD OF DIRECTORS AND ELECTIONS

The officers of the Club shall consist of the Board of Directors: President, Vice President, Secretary, Treasurer and three Members at Large. Other appointed positions, Race Directors, and special committees shall be determined by the Board of Directors from time to time. The Corporate Officers shall be all Board of Directors.

The Club must have no less than three elected Board members that are not related to each other at any given time.

A. Board responsibilities.
The Board is the governing authority of the Club and has total oversight over the management of the Club’s affairs. The Board carries out the Club’s mission, purposes, and objectives for which the Club is organized. This general mandate includes, but is not limited to:

  • Fiduciary, legal, and strategic oversight, and guiding the organization by adopting sound, ethical policies and monitoring the Club’s programs and services.

  • Reviewing all information provided by the Treasurer and other Board members related to oversight for the organization

  • Participating in all scheduled Board meetings, unless excused for an absence.

  • Ensuring adequate resources and financial sustainability for the Club, which requires fundraising support and engagement by all directors and officers.

  • Serving as ambassadors for the organization.

  • Hiring and setting compensation for any independent contractors, race directors, coaches, or staff

  • Being accountable for the Club’s ongoing commitment to diversity, equity, and inclusion (DEI)

B. Board of Director Members and Duties:

The Board of Directors shall have and exercise general discretion and management of the Club’s affairs and policies of this association. As the Corporate Officers, the Board of Directors shall within its jurisdiction appoint the other officers. They may appoint special committees as they may see fit.

They may make legal rules, not inconsistent with the bylaws, for the conduct of the Club and of its members. No contract or agreement of hire or employment for salary or other compensation, which is not to be fully performed within one year from the making thereof, shall be made or be binding upon the Club unless made by the authority or with the ratification of approval by the Board of Directors as evidenced by their duly recorded vote.

President

  • Acts as the Club’s Chief Executive Officer and shall supervise and control all business and affairs of the Club, including the signing of all deeds, leases and written contracts in coordination with the Secretary and/or Treasurer

  • Is an official signer on the Club’s bank accounts

  • Serves as spokesperson of Club (unless designates an alternate spokesperson)

  • Initiates and presides at regular board meetings, as well as Annual Meeting

  • Oversees selection and recognition of annual Club award recipients

  • Responds to emails directed to president@srr.org

  • Regularly attends club meetings

Vice-President

  • Perform the duties of the President in his/her absence

  • Is an official signer on the Club’s bank accounts

  • Responds to emails directed to vicepresident@srr.org

  • Oversees the appointed positions

  • Regularly attends club meetings

Secretary

  • Records minutes and reports of the organization and submit to Webmaster for posting to Club website

  • Serves as the official custodian of the records of the Club

  • Files any certificate required by any statute, federal or state

  • Oversees annual election process and tabulates/reports results

  • Attends to all other correspondence of the Club as needed and responds to emails directed to secretary@srr.org

  • Regularly attends club meetings

Treasurer

  • Maintains Club bank accounts and is official signatory

  • Collects dues and makes deposits

  • Pays vendors and makes reimbursements with proper paperwork and approval

  • Provides a full report on club monies including income and expenses monthly

  • Keeps official copies of Articles of Incorporation, Club by-laws, tax filings and any other such documents important and necessary to the Club's record keeping and status as a not-for-profit corporation.

  • Ensures the Club makes a timely filing of necessary tax documents (including Federal and state tax returns and Form 1099 filings)

  • Responds to emails directed to treasurer@srr.org

  • Regularly attends club meetings

Members at Large (Three Positions)

  • Serve on Board and will have various duties on an as-needed basis

  • Provide input on key decisions as determined by the Club

  • Contribute relevant expertise or guidance on matters relevant to the Club’s mission and objectives

  • Regularly attends club meetings

C. Eligibility:
Any dues-paying member in good standing is eligible to serve on the Board of Directors.

D. Term of Office:
Term of office shall be one (1) year (twelve (12) months) for all Board positions other than Treasurer, which is two (2) years, beginning with or at the close of the annual membership meeting (or bi-annually for Treasurer), or until their successors are elected or otherwise qualified. The President will appoint any Board seat vacated during a term, with approval by the Board, within sixty (60) days of resignation of the seat. Appointed terms will end with the term of the seat, which is at the close of the annual membership meeting (or bi-annually for Treasurer).

E. Nominations for Board of Director Elections: During a time determined by the Board of Directors, any dues-paying member in good standing is eligible to apply or be nominated for a Board of Director position or apply / be nominated for consideration for appointment to be a Club officer or on a Special Committee as deemed necessary by the Board of Directors. The ballot of nominees shall be made available to the general Club membership prior to the Annual Meeting / Annual Elections.

F. Elections: The Board of Directors, numbering seven (7), shall be elected by vote prior to the annual meeting, announced at the annual meeting, and shall hold office for one (1) year (two (2) years for treasurer).

All Board members shall be elected by a majority of voting Members in good standing.

G. Voting: Any dues-paying member in good standing is eligible to vote. An outgoing Board member shall count the ballots and announce the results. Upon election of a new Board of Directors, said Board shall meet to appoint other coordinators and committees.

H. Procedural Requirements: Parliamentary procedure will be carried on at meetings, and every effort will be made to discuss any measures coming before the Board. A majority vote of the Board of Directors present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment. A quorum shall consist of five (5) members. No official meeting shall be held and no business conducted unless a quorum is present.

I. Removal from Office: As determined by a majority vote of the other Board members, an officer or director may be removed from the Board for missing three consecutive regular Board meetings without an excuse approved by the Board; engaging in illegal (unlawful) activity; convicted of crime while on the Board; egregious violations of stated Board policies that are not corrected by the Director/Officer following a written or email warning by the Board. In such case, the Board member may be removed by a majority vote of the Board.

VIII. COMMITTEES & COORDINATORS

Race committees shall be responsible for organizing and coordinating club race activities, and such other media/race responsibilities as directed by the Board of Directors. Appointed positions shall be listed and determined by the Board of Directors at each annual election. Each term is for one year other than Membership Coordinator, which is appointed for a minimum two-year term.

The Membership Coordinator shall promptly report the names of all persons paying their membership dues for each fiscal year. The Membership Coordinator shall keep the Club records, including separate lists of all active members, with the dates of their admission to membership and of the date whereon they cease to be members. The Membership Coordinator shall perform such other appropriate duties as the Board of Directors may from time to time require.

Relevant Club officers shall publish all club communications as well as press releases to the media regarding club races and other events.

IX. FINANCES

The Board establishes an annual operating budget and sets membership dues and event entry fees to support the budget. The Board must 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. 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 least quarterly. At the same time, he/she/they review a forecast of estimated deposits and disbursements for the succeeding quarters. 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, including but not limited to charitable donations.

X. VOLUNTEER BOARD SERVICE

The members of the Board of Directors shall serve without salary or pecuniary compensation of any kind. No part of the net income of the Club shall inure to the benefit of its Directors, officers, or other private persons other than the Coach(s), who is/are paid an annual stipend, as approved or modified by the Board of Directors as evidenced by their duly recorded vote. However, the Club may make payments and distributions to third parties including payments to defray the reasonable operating expenses of the Club. The Board may authorize for reimbursement, in accordance with the Club’s policies on reimbursements, the reasonable expenses incurred by members of the Board in the performance of their duties. The Board shall maintain a Conflict of Interest policy and require each Board member to annually complete a disclosure statement, which statement shall be reviewed annually by the Board.

No loans shall be made by the Club to the members of the Board, its employees, or any external organizations.

XI. INDEMNIFICATION

A. 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.

XII. TAX STATUS AND DISSOLUTION

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 nor 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 corporation (a) that is exempt from federal income tax under section 501(c)(4) 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.

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)(4) nonprofit organization with a similar purpose to the dissolved Club’s.

XIII. AMENDMENTS TO THESE BYLAWS

These bylaws may be altered, amended, or repealed only by and in accordance with the affirmative vote of at least two-thirds (2/3) of the members present in-person and/or virtually and entitled to vote, provided that notice of such proposed alteration, amendment, or repeal is given in the call of such meeting and posted at a convenient location determined by the Board of Directors.

A proposed amendment, which has not been recommended by the Board and has been defeated at the annual meeting may not be resubmitted until at least one annual meeting 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.

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

The Board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the Club, to eliminate errors, to 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.