IV. Participation / Membership in the Team
V. Dues / Fees
VI. Meetings of the Membership
VII. Board of Directors, Officers, and Elections
VIII. Committees and Task Forces
X. Savings Clause
XI. Tax Status Requirements and Dissolution
The name of the organization shall be "Claremont Running Team" hereafter referred to as “CRT”
The Claremont Running Team is organized to provide running programs open to all youth, qualified for exemption under Section 501(c)(3) by fostering national amateur sports competition. Positive activities and goals combat juvenile delinquency.
CRT encourages fitness and health for children. Activities include jogging, running, and racing as individuals and as a team. Running and racing are promoted as healthy activities Programs are open to all children without regard to race, religion, creed, color, national origin, gender, sexual orientation, or disability.
In furtherance of our purpose, the CRT hosts practices, group runs, fun runs, training runs in parks, on the road or track, participates in competitive events, hosts education events about topics of interest for runners, and all such other things as may be conducive to the encouragement of running and racing, only within the meaning of Section 501)c)(3).
The CRT shall not engage in substantial non-exempt commercial activity nor conduct any trade or business that is unrelated to its exempt purpose(s).
The CRT may be a member club of the USATF and/or other national sports organizations. All measures adopted by those bodies must be considered by this organization. The CRT will submit a portion of the annual dues described in Section V below to the USATF and/or other national sports organizations, for club membership in those bodies.
IV. ENROLLMENT, RUNNERS, VOLUNTEERS, VOTING MEMBERS, and PAID STAFF
Enrollment in the CRT is on an annual basis, each year starting September 1 and ending August 31. On an annual basis, Enrollment for CRT Runners, Directors, Officers, Volunteers, and Employees must be updated, annual dues paid (if any), and agreement made to follow the CRT's Rules and Code of Conduct. Parents/Guardians of RUNNERS, STUDENT VOLUNTEERS, and PARENT VOLUNTEERS must sign a CRT WAIVER AND INSURANCE INFORMATION FORM, DISCLAIMER, ASSUMPTION OF RISK, AND CONSENT AGREEMENT, and provide current medical insurance information. Adults having contact with minor children must be current with their criminal background checks and child-safe screening. Re-enrollment is subject to being in good standing with the CRT. Dues are approved annually by the Board of Directors.
The following classes of persons are active in the Team:
A. Runners. Parents/Guardians of children ages 5 – 18 (at least Kindergarten) may Enroll their Children as CRT RUNNERS and then Register their children in the appropriate CRT Program's and Events. Enrollment is required for RUNNERS prior to Registration in specific CRT PROGRAMS and EVENTS. Registration may require payment of a fee. A limited number of scholarships for annual dues and selected program fees are available based on financial need. Children are non-voting.
1. Parent Volunteers. All parents/guardians of RUNNERS are encouraged to Enroll as Parent Volunteers. As a nonprofit volunteer organization, the success of the CRT and its programs depends on volunteers. Volunteers may become Directors, Officers, unpaid Coaches, or otherwise support CRT. Parent Volunteers having contact with with minor children must be current and in good standing with their criminal background checks and child-safe screening. Parent Volunteers form CRT's foundation.
2. Student Volunteers. Minors within the ages of 14-18 may be enrolled by their parents as Student Volunteers. Student volunteers support the CRT in many ways, including running with younger children, being role models for younger children, and providing additional eyes and ears to make sure RUNNERS are safe. Student Volunteers are non-voting.
C. Voting Members. Voting members must:
1. Be at least 18 years old.
2. Have been enrolled with the CRT, for at least the past 60 days prior to voting, as a Parent Volunteer, an Officer, or as a Director. All Parents are encouraged to become Parent Volunteers and active voting members. CRT's existence and success depends on its hard-working and committed Parent Volunteers.
3. Be in compliance with CRT's Team Rules and Code of Conduct Policy. This includes being current on any of their childrens' Membership and Event Fees.
Enrolled Volunteers, who are not parents/guardians of a RUNNER, but who are otherwise in compliance with the above requirements for voting members (1 - 3) may become voting members, subject to prior Board Approval.
D. Paid Coaches and Employees. Paid Coaches or Employees, if any, are specialists or running professionals, contracted, employed, or assigned by CRT to improve the quality of the CRT's Programs, Events, and organization. Paid Coaches, Employees, or contractors may enroll as Volunteers (subject to the qualifications of a Volunteer) assisting RUNNERS. However, so long as they are compensated by CRT, they are ineligible to vote.
V. DUES & FEES
The annual dues rate for the CRT Enrollment will be set by the Board of Directors, and shared annually with the the parents of RUNNERS as part of CRT's regular Enrollment and renewal process. Program/Event Fees shall be set from time-to-time as new programs or events are announced. Dues and Fees shall be set such that the cost to participants or programs and events shall be minimized in accordance with CRT's Purpose. Whenever possible, the cost of race participation and entry fees paid by CRT for Participants/Runners will be charged to participants at CRT's cost. Any USATF individual membership fees paid by CRT for Participants/Runners, will be billed to Runners at CRT's cost, without markup.
A. Board Meetings
Board meetings shall be held quarterly, on the last Monday of the Quarter, or at another agreed upon day, unless a meeting is cancelled by unanimous consent of the Voting Directors. However, there shall be at least one Board Meeting per year. The Chairman of the Board shall provide notice of time and place to Directors, at least 7 days in advance, by email and/or by post on the CRT website.
B. Annual Membership Meeting
The Board of Directors and the voting members of the CRT shall hold a Membership Meeting at least once a year, at a date and time established by the Board of Directors, that is no more than 90 days prior to the start of the CRT’s fiscal year. The Chairman of the Board shall provide notice of time and place to Members at least 7 days in advance, by email and/or by post on the CRT website.
VII. BOARD OF DIRECTORS, OFFICERS, DUTIES, AND ELECTIONS
A. Board of Directors:
a. The Board of Directors shall be comprised of five (5) voting Directors, and two (2) or more non-voting Directors.
b. The Board Chairman, Vice-Chairman, and Third Director shall be considered independent At-large, voting Directors. They may not be employed or compensated by the CRT.
c. The CRT's Treasurer/Chief Financial Officer and Secretary are voting Directors, while the CRT's President and Vice-President are permanent honorary non-voting Directors.
d. Additional Honorary non-voting Directors are retiring Initial Founding Directors, and others appointed upon the majority approval of the Board. The position of Honorary non-voting Directors is intended to include community members of importance, persons with sporting knowledge and contacts, and others who may uniquely advise and assist the CRT in its mission and purpose.
2. The Board of Directors is the governing authority and has total oversight over the management of the CRT’s affairs. It carries out all the objectives and purposes for which the CRT is organized. This general mandate includes, but is not limited to, setting CRT policy, financial oversight, strategic planning, membership qualifications and rules; fundraising; legal oversight; determining and monitoring the CRT’s programs, Events, and services; elevating the CRT’s public image; delegation of authority; appointment of CRT Officers, and the hiring of any employees or independent contractors.
3. Initial Founding Board of Directors. The Initial Founding Board of Directors shall be the first of three At-Large Directors and are designated as David Jenus Brownlee, Chairman; Matthew Park, Vice Chairman; and James Scott Irvine. The Initial directors are appointed for the four years' startup period, ending August 31, 2022. The Chairman shall preside over Board Meetings, the Annual Membership Meeting and call and preside at any special meetings. Sturgis' Rules of Order shall be used for meeting protocol. In the Chairman's absence, the Vice-Chairman shall preside.
4. Succeeding Directors.
a. After a maximum start-up period of four (4) years, the Voting Members shall elect At-Large Directors to succeed the Initial Board of Directors, at a special meeting, but no later than at the next Annual Membership Meeting.
b. Subject to the ending date of the original term of the departed Director, during the CRT's four (4) years startup, the Board Chairman may temporarily appoint Directors to fill any unfilled board members' remaining terms, subject to approval by the full Board within 90 days.
c. Unless granted a leave of absence by majority vote of the full Board, and upon being sent advance notice to the missing Director for the need to attend meetings, Directors are considered to have vacated their seats if they are absent for three or more consecutive board meetings, or absent for more than 180 consecutive days.
d. Should the Board Chairman's position become vacant during the startup period, a successor for the remaining term shall be elected by majority vote at a CRT full membership meeting.
e. Upon the conclusion of CRT Board Member's Initial or re-elected terms, the Initial Founding Board of Directors shall become non-voting honorary Board Members.
5. The actions of the Board must be approved by a majority vote of the Directors.
6. The Board of Directors shall be empowered to:
a. Appoint CRT Officers by majority vote to two-year terms (or the partial term remaining in the event of replacement), to coincide with the membership years starting annually September 1. The Officers shall be President, Vice-President, Secretary, and Treasurer/Chief Financial Officer.
b. Upon approval of the the Chairman, and subject to approval by the full board within 90 days, Directors may temporarily serve as CRT Officers during CRT's start-up or in the event of vacancies. Any Director serving as an Officer may not also be an employee or receive compensation.
c. Remove CRT officers by majority vote.
d. Establish and desolve committees as more fully defined in Section VIII below.
7. Removal of Directors. All Directors can be removed without cause by the CRT Voting Members. If the CRT has Enrolled 50 qualified voting members or less, a vote of the majority of the entire voting membership is required for removal. If the CRT has more than 50 enrolled and qualified voting members, a vote of the majority of the voting members present and voting at a duly noticed meeting with a quorum is sufficient for removal. If the CRT has no members, a director may be removed by a majority of the current voting directors.
8. No voting Director may have more than one vote.
B. CRT Officers, and Duties:
1. The President shall:
a. In congruence with CRT's purpose, policies, consistent with the Board of Directors' guidance, and in collaboration with CRT's other Officers, the President shall implement CRT's youth sports programs, and manage CRT's day-to-day operations;
b. Identify, organize, and oversee coaches, volunteers, and outside vendors, to insure that Runners are best served by CRT's Programs and Events;
c. Manage Enrollments, Registrations, and reservations of practice facilities;
d. Represent the CRT with the Road Runners Clubs of America, USATF, Claremont Youth Sports Organization, and/or other sports organizations;
e. Oversee Criminal background checks and Child Safety Screening of adults working with minors;
f. The President, shall be an honorary, non-voting member of the Board of Directors.
2. The Vice President shall:
a. Support the President;
b. Carry out the responsibilities of the President, in the event of his/her absence;
c. The President, shall be an honorary, non-voting member of the Board of Directors;
3. The Secretary shall:
a. Record minutes contemporaneously at Board and Membership meetings, keep a file of such minutes, and distribute according to board policy;
b. Oversee the election process for the independent At-Large Board Directors;
c. When requested by the Board Chairman or the Board as a whole, to accept assignments involving correspondence and the keeping of records.
d. The Secretary shall automatically be a voting member of the Board of Directors.
4. The Treasurer/Chief Financial Officer shall:
a. Oversee the budget planning process involving the Board of Directors and CRT Officers;
b. Ensure adequate income available to achieve the budgeted expenses;
c. Safeguard the organization's assets including its Internet passwords;
d. Draft financial policies for board approval;
e. Anticipate and report financial problems;
f. Ensure the Board and the Officers receive regular and accurate financial statements;
g. Ensure federal, state, and local reporting takes place;
h. Perform other duties as requested by the Board Chairman or the board as a whole;
i. The Treasurer/Chief Financial Officer shall automatically be a voting member of the Board of Directors.
1. All Directors must be uncompensated; and in good standing in accordance with CRT's Ethics Policy, CRT's Code of Conduct Policy, and Conflict of Interest Policy.
2. The majority of Directors shall have been involved in competitive running for at least two year as either a participant, certified coach, or volunteer. Subsequent to the CRT's initial startup period, the majority of CRT directors shall have served at CRT for at least two years as either a Volunteer, an Officer, or a Director.
3. All Officers must be uncompensated enrolled Volunteers (as defined in Article IV), and be in good standing in accordance with CRT's Ethics Policy, CRT's Member Code of Conduct Policy, and Conflict of Interest Policy.
4. Persons related to each other by family ties may not simultaneously be voting Directors.
5. A majority of the voting Directors must have ties to Claremont or nearby cities and communities. Possible ties include residency in Claremont or nearby cities, children attending schools in or near to Claremont or nearby cities, be graduates themselves of Claremont or schools in nearby cities, or have children who graduated from a Claremont or a school in a nearby city.
6. Conflicts of Interest are not Allowed. The conduct of personal business between any Director, Officer, and Employee and the CRT is prohibited. Business transactions involving the CRT and a Director, Officer, or Employee are prohibited. All potential CRT transactions will be carefully reviewed to determine that they are in the best interests of CRT, and to ensure that they will not lead to a potential to a conflict of Interest.
7. In the event of vacancies, the Chairman of the Board may temporarily fill an Officer's position, subject to approval by the full board within 90 days.
D. Duty of Loyalty
The Board of Directors, Officers, and any employees of the Claremont Running Team (CRT) owe a duty of loyalty to the CRT, as set forth in the CRT Conflicts-of-Interest-Policy, which requires that while serving CRT they act, not in their personal interests or in the interests of others, but rather solely in the interests of the CRT. The conduct of personal business between any Director, Officer, or employee and CRT is prohibited.
Directors and Voting Members present at the Annual Membership Meeting shall vote to fill expiring or open seats of the independent At-large Directors. The elections for the Chairman, Vice-Chairman, and 3rd Chairman shall be held separately and each voter gets one vote. Any nominee failing to be elected as Director in a prior vote may stand for election as Director in a succeeding vote, so long as the requirements of the Board's composition are maintained. The Annual Membership Meeting shall be held before August 31, but no more than 90 days prior.
F. Terms of Office:
Terms of office for succeeding Directors and for Officers shall be up to two years (24 months), beginning and ending on August 31 of each year. A Director may serve on the Board up to a maximum of 5 consecutive terms, and then must take at least two years off before standing for reelection. Appointed terms are for a maximum of two years, but in all cases ending with the original term of the seat.
G. Procedural requirements:
Parliamentary procedure according to Sturgis' Rules of Order will be in force at Board and Membership meetings, and every effort will be made to discuss any measures coming before the Board. A majority vote of the Board of Directors members present, or unanimous written consent when voting by email, is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a Bylaw amendment. A quorum of the Board shall consist of three Directors. A quorum at Membership meetings shall consist of seven members. In the event that there are fewer than 13 members in the team, a quorum of members shall be 50% or more of the members.
VIII. COMMITTEES, TASK FORCES, AND TEAM POLICIES
The Board of Directors has the authority to create and dissolve committees and task forces; establish and modify Team Policies as it deems appropriate to carry out the purpose of the CRT. Committees authorized to take actions shall be comprised of at least two Directors. All committee and task force members serve for one year or a term as defined by the Board of Directors. The Board will define the duties, authority, and deliverables for all committees and task forces. The Board is kept informed of the activities and progress of all committees and task forces. Committees that are authorized to take actions must contemporaneously document their meetings and actions, and submit such to the CRT Secretary. The Board has oversight duties regarding the outcome, approval, acceptance or rejection, and ratification of the actions of a committee or task force. Committees established shall include:
A. Team Policies Committee. The committee shall insure that the CRT shall maintain a Conflicts of Interest Policy that meets the IRS non-profit requirements, as embodied in IRS Form 1023 and instructions. At least two board members shall serve on this committee. Other policies that the committee shall maintain are the Team Rules and Code of Conduct, and the CRT's Child safe policies including Criminal Background checks for adults having contact with minors.
B. An Audit Committee established to receive complaints of any nature made against the Board or its officers and volunteers.
C. A Nominating Committee shall identify and recommend persons qualified and interested in filling positions for Directors, and Officers.
The Board will establish an annual operating budget and set membership dues, program fees, event entry fees, and any need-based scholarships to support the budget. To help maintain financial stability, after the startup period or when the CRT finances have become secure, the Board shall target an annual net profit of 15%.
The treasurer/Chief Financial Officer shall review the status of the general fund at least quarterly. At the same time, he/she shall review a forecast of estimated deposits and disbursements for the succeeding quarters. The Board should target accumulating then holding funds equal to cover at least one (1) year of all forward-looking expenses.
If the President and the Treasurer/Chief Financial Officer determine that the balance of general funds exceeds the amount required for routine operating expenses for one (1) year, then the excess funds may be invested as authorized by the board. However, in no event should the balance of general funds exceed the amount required for more than three (3) years of forward-looking operations, unless such funds are being saved for a specifically identified and Board approved CRT purpose benefiting Runners/ Participants.
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 CRT 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 CRT shall be signed by authorized officers or employees and in accordance with policies and procedures adopted by the Board. These include requiring two signatures on all checks or payments made. All monies for the CRT are deposited to the credit of the CRT in banks that are members of, or whose deposits are insured by, the Federal Deposit Insurance Corporation or other government insurance agency. No CRT funds may be deposited in the personal account of a Board Director, Officer, Volunteer, or Employee.
The Board may accept on behalf of the CRT any contribution, gift, bequest, or devise for the charitable or public purposes of the CRT. Information on fundraising costs and practices shall be made available to donors, members, and the public.
X. SAVINGS CLAUSE
Failure of literal or complete compliance with provisions of the bylaws, with respect to dates, times and notice, the sending or receipt of the same, errors in phraseology of notice of proposal, do not invalidate the actions or proceedings of the members at any meeting, so as long as a majority of the members (by majority vote) do not determine that substantial injury to the rights of members has occurred.
XI. TAX STATUS AND DISSOLUTION
A. No More than Incidental Private Benefit
The CRT is run exclusively for the benefit of RUNNERS. CRT shall not confer any benefit upon a person who is not a member of the charitable class served by CRT. CRT is open to boys and girls, and is open to all without regard to race, creed, color, national origin, gender, sexual orientation, or disability. Scholarships shall be available based upon need.
B. No Private Inurement.
No part of the net earnings of the CRT shall inure to the benefit of, or is distributable to its DIRECTORS, OFFICERS, MEMBERS, VOLUNTEERS, EMPLOYEES, DONORS, or other private persons; except that the CRT may pay reasonable compensation to private persons for services rendered, and may make payments and distributions, only in furtherance of the purposes set forth in Article II.
C. Limitation on Lobbying Activity
No substantial part of the CRT’s activities can be the carrying on of propaganda, lobbying, or otherwise attempting to influence legislation.
D. Prohibition on Political Campaign Activity.
The CRT may not participate in or intervene in any political campaign or on behalf of (or in opposition to) any candidate for public office. Prohibited actions include:
1. Publication of printed statements on behalf of or in opposition to a candidate;
2. Distribution of written or printed statements on behalf of or in opposition to a candidate;
3. Making of oral statements on behalf of or in opposition to a candidate;
4. Distributing candidates' voting records and placing a "plus" or "minus" by each vote, depending upon whether the vote matches the views of the nonprofit;
5. Distributing voter surveys presenting views of candidates;
6. Rating candidates based on various criteria such as their ability, experience and character;
7. Making cash contributions or "in kind" contributions of services or use of facilities to particular candidates or political parties;
8. Distributing a questionnaire to candidates and phrasing the questions which evidence bias on certain issues;
9. Compiling incumbents' voting records on a particular issue and distributing the material to the public;
10. Conducting a public forum or debate and presenting questions that are biased toward the charitable organization's positions; and
11. Preparation of fund-raising letters which evidence bias towards certain candidates.
E. Other Prohibited Activities.
Regardless of any other provision of these articles, the CRT may not:
1. Carry on any other activities not permitted to be carried on by a corporation that is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code; or
2. Make contributions to entities which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code; or
3. Carry on any activities, or maintain any policies that are illegal or contrary to public policy.
Upon the dissolution of this organization, after all creditors have been paid, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
The CRT shall, to the extent legally permissible and to the extent covered by CRT insurance under a General Liability or Director's and Officers insurance policy, indemnify each person who may serve or who has served at any time as a Director, Officer, Volunteer, or Employee of CRT against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any settlement or compromise payment applicable under this indemnification shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
XIII. AMENDMENTS TO THESE BYLAWS
These bylaws may be amended by two-thirds of those voting at a general meeting of the membership or at an annual meeting, as follows: (a) a proposed amendment signed by at least 5 voting members, in good-standing, must be submitted in writing to the CRT Board Chairman at least 30 days preceding the general membership or annual meeting; (b) the board by majority vote determines its position for, against, or with recommended changes; and (c) the board includes the proposal along with its position in the notice of the general meeting or annual meeting.
In emergency or extraordinary situations, as defined by the board, the board (by two-thirds [2/3] vote of the entire board) may recommend proposed amendments, waive the 30-day submission deadline, and bypass the requirement of including the proposed amendment in the notice of an annual meeting. In such emergency cases, the board must communicate the proposed amendment and board position to voting members at least 7 days prior to the meeting.
A proposed amendment, which has not been recommended by the board and has been defeated at a general meeting or annual meeting, may not be resubmitted until at least one year 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 RRCA, 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 or intent of any provision.
Adopted July 31, 2018 by unanimous consent of the Directors