BYLAWS OF THE SIOUX FALLS AREA RUNNING CLUB

January 21, 2022

CONTENTS:

  1. Name

  2. Purpose

  3. Affiliation

  4. Membership

  5. Dues

  6. Board of Directors and Elections

  7. Finance 

  8. Volunteer Board Service

  9. Savings Clause

  10. Tax Status and Dissolution

XI. Amendments to Bylaws 

I. NAME

The name of the organization shall be Sioux Falls Area Running Club hereafter referred to as “the Club”.

II. PURPOSE

The Club is organized to provide a community-based running organization that empowers all people to participate in the sports of running and walking in pursuit of enjoyment, health, well-being, and competition.  The Club actively promotes the rights and interests of pedestrians and practices trail etiquette.  In furtherance of our purpose, the Club hosts group runs, fun runs, group walks, training runs, running events, 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 and promotion of running within the communities in which we serve.  The Club also engages in volunteering and other community-based activities.  Club activities may 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. AFFILIATION

The Club shall be a chapter of the Road Runners Club of America (RRCA) and all measures adopted by that body must be considered by this organization. This Club will submit a portion of the annual dues described in section V to the RRCA, as membership in that body shall require.

IV. MEMBERSHIP

Membership in the Club will be on an annual basis starting on the calendar date on which membership is initiated and for one year thereafter. The Club promotes equitable opportunities to membership and participation in all associated activities and does not discriminate based on characteristics protected by Local, State, or Federal law. Minors may be excluded from membership and participation at the discretion of Club and event leadership.  

Individuals wanting to participate in the activities of the Club shall submit dues annually and complete an annual application for membership which includes: an agreement to uphold the Club’s Code of Conduct and the completion of a waiver of liability for participation in all Club activities. Non-members may participate in Club activities that are open to the public.  

The Board reserves the right to revoke membership because of behavior involving, but not limited to, the following circumstances:

  • Habitual reckless running or walking or continued disregard of safe pedestrian rules or traffic laws

  • Improper actions during an organized Club event which pose a threat to the safety or well-being of self and/or other participants

  • Actions that impact negatively upon or pose a threat to the integrity of the Club 

  • Actions that violate or appear to violate the Club’s Code of Conduct

  1. Club Code of Conduct

  • Show respect for fellow Club members, volunteers and event spectators;

  • Never yell, taunt, or threaten physical violence towards other members of the Club, a volunteer or event spectator.  Members with a criminal history of violence or with a legal restraining order against them by another member may be barred from membership and participation in all Club activities;

  • Never use abusive or vulgar language, or make racial, ethnic or gender-related slurs or derogatory comments at Club-hosted events or on the Club’s social media platforms;

  • Never make unwanted sexual or physical contact with other members. Members found to be listed on a sex offender registry, convicted of a sex crime, or caught having, creating, or distributing child pornography will be immediately barred from membership and all participation in Club activities;

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

  • Always report violations of the Code of Conduct policy to the Club’s Board of Directors in writing.

The Club’s Code of Conduct applies to all activity on social media platforms, websites, and pages.  

  1. Privacy 

  • Due to the nature of the Club, photography may used and posted across social media platforms or print publications for the purpose of promoting the Club and its events.  Individuals who do not wish to be photographed should refrain from participating in any Club photo opportunities and must inform the event coordinator of their preference to not be photographed.

V. DUES

The annual dues rate for Club membership will be set on an annual basis by the Board of Directors and shared annually with the membership as part of the regular join and renew process for the Club. 

VI. BOARD OF DIRECTORS AND ELECTIONS  

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

  • Fiduciary, legal, and strategic oversight, and organizational guidance through the adoption of sound, ethical policies and by monitoring the Club’s programs and services

  • Review all information provided by the Club’s Finance Chair and other Board members related to oversight for the organization

  • Attend and participate in all scheduled Board meetings, unless excused for an absence

  • Ensure adequate resources and financial sustainability for the Club, which requires fundraising support and engagement by all members of the Board

  • Serve as ambassadors for the Club 

  • Create and maintain succession plans for each of the elected Board positions including President, Vice President, Secretary and Finance Chair

  • Hire and determine compensation for any independent contractors, race directors, coaches, or staff  

  • Work to ensure the Club is open to and accepting to everyone  

  • Maintain a Board comprised of a minimum of three members who are not related to each other

  • Maintain a Board comprised of members who are a minimum of eighteen years of age

Meetings: Board meetings shall be held at least once each month and more frequently if called for by the President.  Members of the Board of Directors shall make their best effort to attend all meetings for the ongoing benefit of the Club.  Habitual absences will be evaluated and addressed by the Board, as needed. 

B. Board of Director Members and Duties: 

1. President 

The President shall be responsible for the strategic vision of the organization and for the general oversight of the Board of Directors, ensuring the Club is being ran efficiently and implementing its mission statement. The President shall communicate with each Chairperson their role(s) and associated expectations within the organization and shall provide support and guidance as needed to help Board members to achieve success within their organizational role(s).  Regular duties include:

  • Facilitate executive committee meetings

  • Represent the Club with the RRCA

  • Appoint committees and/or chairpersons 

  • Lead executive committee recruitment, expansion, and succession planning

  • Receive emails and respond and communicate accordingly

  • Assist with committee projects and functions as needed

  • Act as a community liaison and Club representative

2. Vice-President 

The Vice-President will assist the President in his/her role and is expected to lead meetings and activities when the President is unable to do so.  The Vice-president shall make every effort to learn the Presidential responsibilities listed herein and should be able to successfully assume the role and responsibilities of the President in his/her absence.  The Vice-President may be tasked with taking on special assignments, as requested by the President or as required by the Club.

3. Secretary 

The Club’s Secretary must attend all meetings and record all minutes and discussion.  In accordance with Robert’s Rules of Order, the Club’s Secretary must: maintain a file of such minutes and discussion, report the election process for all board members, and, when requested by the Board, accept assignments involving correspondence and the keeping of records.  The Secretary may be tasked with taking on special assignments, as requested by the President or as required by the Club.  Regular duties include:

  • Coordinate, record, and file all Club meeting agendas and minutes

  • Facilitate productive and effective Club meetings in accordance with parliamentary procedure 

  • Ensure proper consideration of all motions, points, amendments, etc. brought before the Board

  • Assist with committee projects and functions as needed 

  • Act as a community liaison and Club representative 

4. Finance 

The Club’s Finance Chair shall work to ensure adequate income is available to achieve the budgeted expenses, safeguard the organization’s assets, draft financial policies for board approval, and anticipate and report financial problems.  The Finance Chair is responsible for ensuring the Board of Directors receives regular and accurate financial statements, understands the information presented, and complies with federal, state, and local reporting.  The Finance Chair may be tasked with additional duties as requested by the President or as required by the Club.  Regular duties include: 

  • Track/manage Club expenses

  • Balance the Club’s bank account and reconcile discrepancies 

  • Manage event payments and income

  • Manage PayPal/Square account

  • Manage the Club’s yearly budget

  • Make necessary deposits and reimbursements

  • Check the mailbox and distribute information as needed 


5. Membership 

The Club’s Membership Chair shall work to secure memberships and their associated dues, which subsequently support the Club’s mission statement and cover operating costs. The Membership Chair shall manage membership signup at Club functions, along with other signups for various committees or events as needed. The Membership Chair shall maintain the membership list and collaborate with other Board members to ensure new members are invoiced for dues, added to Wild Apricot/Mail Chimp or other membership management programs, and sent a new member letter. The Membership Chair brings value to members from initial contact and onboarding through membership renewal.  Regular duties include:

  • Communicate and follow up with inquiries made by new & non-renewing members

  • Make direct contact with prospective members

  • Manage all membership application submissions and maintain a current membership list

  • Provide structure to the membership process 

  • Recruit new members 

  • Retain current members 

6. Events 

The Club’s Events Chair shall schedule two main social events per year to promote socialization among Club members and runners within the community. The Events Chair will secure a location, purchase food/drinks and prizes, as needed. During events, the Events Chair will work to ensure a successful event, whereby all people feel welcome.  The Events Chair focuses on the implementation of additional events which are beneficial to Club members including group runs, guest speakers on relevant topics, volunteer opportunities in the community, and any other activity/event which serves in the interests of the Club’s membership. Regular duties include: 

  • Lead the planning and organization of the main socials and other applicable events

  • Work with the Communications Chair to advertise events

  • Manage attendance, communication, and event logistics

  • Coordinate Board Member responsibilities at events

7. Communications 

The Communications Chair shall manage the Club’s social media accounts and shall send emails, as needed, through Wild Apricot/Mail Chimp/or other communications platforms, keeping members up to date with upcoming events, educational content, and other topics of interests.  The Communications Chair works directly with all members of the Board of Directors to ensure relevant information is made available to the Club’s members in a timely and effective manner.  The Communications Chair is responsible for drafting, editing, and delivering quarterly Club newsletters to all members. The Communications Chair will promote Club events using creative content across the Club’s social media platforms.  Regular duties include:

  • Send emails on behalf of the Board of Directors to Club members and contacts

  • Work closely with the Board to have relevant and successful event creation and promotion across social media platforms

  • Upload event pictures and updates post-event

  • Recommend/manage updates and changes to the Club website

  • Work to enhance social media engagement using effective and creative content

  • Promote Club events on free media channels including local magazines and online event calendars

8. Trail Race Series (TRS) Director

The TRS Director shall manage the Trail Race Series in its entirety.  The TRS Director is responsible for the recruitment and oversite of a TRS Committee, which is essential in the success and consistency of the series from year to year. 

The TRS Director will work with the TRS Committee to set dates, times, and locations for all races within the series and secure the necessary city and park permits for the events. They will work to secure sponsorships that will be used to help offset the costs of the series and provide added value to participants. The TRS Director & Committee will select swag for the participants and determine awards for winners and select other items to give in race packets or as prizes to random race participants. 

The TRS Director will be in charge on race day to make sure the setup, execution, and clean-up post-race are all handled professionally and at the foremost benefit of the participant.  Regular duties include: 

  • Work closely with the TRS Committee to plan all aspects of the TRS

  • Secure all city and park permits required to host the races

  • Work with the Board of Directors to efficiently communicate the status of the TRS and the need for any additional support

  • Work with Sponsors and vendors to ensure that the TRS is put on professionally and there is great value for participants, especially those who run the entire series

  • Advertise, promote, and encourage participation in the TRS and Club membership

  • Delegate and train TRS Committee members on the logistics of the TRS, as to promote retention in the committee and future expansion of the TRS or replacement of the current Director

9. Design 

The Club’s Design Chair shall be responsible for creating logos for the Club and the Club’s Trail Race Series. The Design Chair shall manage the Club’s swag store, including deciding what items to sell, setting up the website, ensuring that the website works well, selecting items and printing vendors, attending social events to promote the swag store, and all other duties related to the swag store. 

10. Business-Relations 

The Club’s Business-Relations Chair acts as a Club and community liaison, actively seeking collaborative opportunities which advance the best interest of the Club and its membership, through relationships established and maintained within the communities in which the Club actively serves.  The Business-Relations Chair works to promote and facilitate partnerships between the Club and the local businesses, organizations and agencies, for social events, races, and other events which support the Club’s mission.

11. Group Run Ambassador

The Club’s Group Run Ambassador shall promote and attend Club group runs.  The Group Run Ambassador shall work to ensure all group run attendees feel welcome and safe.  The run route shall be effectively communicated.  It is the responsibility of the Group Run Ambassador to manage all aspects of a scheduled group run, including finding a member of the Board of Directors to attend and lead the group run in the event the Group Run Ambassador must be absent. 

C. Eligibility: All Members of the Board of Directors must be dues-paying members of the organization and in good standing.  

D. Term of Office: Term of office shall be two years (24 months).  Terms may be renewed with Board approval.  The President shall, with approval by the Board, appoint any Board seat vacated during a term. 

E. Nominations for Board of Director Elections: Any Club member in good standing may nominate themself for a Board position. 

F. Elections:  Service to the Board of Directors is voluntary and may not require an election.  In the event an election is required, the active members of the Board of Directors shall vote to elect, by majority vote, the Club’s: President, Vice President, Finance Chair, Secretary, and any other Board position with multiple nominees.  Any active Club member in good standing with the Club is eligible to participate in Club elections and must be present at the time of election for votes to be cast and counted.  Elected positions are appointed based on vote-majority.     

H. Removal from Office: As determined by a majority vote of the other Board members, a member of the Board of Directors may be removed from the Board for excessive, unapproved absence; 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 warning by the Board. In such case, the Board member may be removed by a majority vote of the Board.  

VII.  FINANCE

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 member of the Board of Directors to enter 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 evidence of indebtedness issued in the name of the Club are signed by authorized Board members 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 Board reviews the status of the general fund at least monthly.  At the same time, the Board reviews a forecast of estimated deposits and disbursements for the succeeding quarters. If the President and the Finance Chair determine that the balance of general funds exceeds the amount required for routine operating expenses, then the excess funds may be invested or donated as authorized by the Board.

VIII. VOLUNTEER BOARD SERVICE

The members of the Board of Directors shall serve without salary, and no part of the net income of the Club shall inure to the benefit of its members or other private persons; provided, however, that 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 refrain from using funds which conflict, or appear to conflict, with the Club’s Code of Conduct.  

No loans shall be made by the Club to the members of the Board of Directors or Club members.

IX. 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. 

X. 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)(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.

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. 

XI. AMENDMENTS TO BYLAWS 

These bylaws may be amended by a majority vote of the Board, as follows: (a) a proposed amendment must be submitted in writing to the President; (b) the board by majority vote determines its position for, against, or for with a recommended change; and (c) the board returns the proposal along with its position to be included at the next Board meeting. 

In emergency or extraordinary situations, the Board must communicate any proposed amendments.  

A proposed amendment, which has not been recommended by the board may not be resubmitted until at least one year has passed. The board determines, in its sole discretion, whether an amendment is sufficiently like 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