Gate City Strider Club By-Laws

TABLE OF CONTENTS

SECTION & DESCRIPTION LAST REV. PAGE
1.0 ARTICLE ONE- ORGANIZATION 2
2.0 ARTICLE TWO- PURPOSES 9/10/08 2
3.0 ARTICLE THREE- MEMBERSHIP 9/10/08 2
4.0 ARTICLE FOUR- MEETINGS . 9/10/08 2
5.0 ARTICLE FIVE- VOTING . 9/10/08 3
6.0 ARTICLE SIX- ORDER OF BUSINESS 4
7.0 ARTICLE SEVEN- BOARD OF DIRECTORS 9/10/08 4
8.0 ARTICLE EIGHT- OFFICERS . 9/10/08 5
9.0 ARTICLE NINE- SALARIES . 6
10.0 ARTICLE TEN- COMMITTEES . 9/10/08 6
11.0 ARTICLE ELEVEN- DUES . 6
12.0 ARTICLE TWELVE- CONTRACTS, CHECKS AND FUNDS 7
13.0 ARTICLE THIRTEEN- AMENDMENTS 7
14.0 ARTICLE FOURTEEN - SAVINGS CLAUSE 7
15.0 ARTICLE FIFTEEN- FISCAL YEAR 7
NOT PART OF BYLAWS-CHANGES MADE 12/18/08 8

GCS manual Issue: 09/10/08

1.0 ARTICLE ONE - ORGANIZATION

The name of this Organization shall be Gate City Striders Inc.

The Organization shall have a seal which shall be in the following form: As set forth by the state of New Hampshire.

The Organization may at its pleasure by a vote of the membership body change its name.

2.0 ARTICLE TWO - PURPOSES

The following are the purposes for which this Organization has been organized.

To promote and encourage long distance running as a competitive sport and as a means of healthful exercise.

To promote and conduct races and other running activities.

To disseminate information on running through website, newsletters, emails, clinics, meetings, and through education programs.

To make awards.

To do all such things conducive to the encouragement of competitive running and better physical fitness for all individuals of all ages, sex, and religion.

And to sponsor Fitness U, AppleFest, and fund or supply volunteers for local races and events.

3.0 ARTICLE THREE - MEMBERSHIP

Membership in this Organization shall be open to all who are interested in running/walking and or physical fitness and have paid their annual dues. Membership shall not be restricted on the basis of sex, race, creed, color, or national origin.

4.0 ARTICLE FOUR - MEETINGS

The annual membership of this Organization shall be held once per year. The Secretary shall give a website posting notice telling the time and place of such annual meeting. *The rules of procedure contained in Robert’s Rules of Order Revised shall be used to conduct business at the annual meeting in all cases which are not covered by the bylaws or other special rules of this Organization.

Regular monthly meetings of this Organization shall be held the third (3rd) Wednesday of every month from January to May and September to December as deemed necessary by the President.

The presence of not less than fifteen (15) members shall constitute a quorum and shall be necessary to conduct the business of this Organization; but a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these by-laws and the Secretary cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.

Special meetings of this Organization may be called by the President when deemed for the best interest of the Organization. Notices of such meetings shall be posted on GCS website at least 7 but not more than 60 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

At the request of three (3) members of the Board of Directors or 25% members of the Organization the President shall call a special meeting but such request must be made via email or website at least 30 days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Amendment(s): *October 19, 1988, Add Robert’s Rules Revised.

5.0 ARTICLE FIVE - VOTING

At the meetings, the election of Officers and Directors, all votes shall be via voice or ballot if necessary.

**Members must be at least twelve (12) years of age to vote at any meeting of the Organization.

At any regular or special meeting if a majority so required any question may be voted upon in the manner and style provided for election of the Officers and Directors.

At all votes by ballot the Chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the Chairperson the results and minutes of that meeting and posted on GCS website.

No inspector election shall be a candidate for office or shall be personally interested in the question voted upon.

Nomination Procedure: A nominating committee of not less than three (3) shall be appointed at each annual meeting by the President. This committee shall function from date of appointment through the next annual meeting. Procedure for this committee shall be as follows:

The committee shall advise members prior to October 1 proceeding each annual meeting which terms of Officers and Directors shall expire at the annual meeting.

Members may submit to the nominating committee, the names and qualifications of eligible individuals to fill the expiring terms of Officers and Directors. Nominations must be submitted to the Chairman of the nominating committee no later than forty-five (45) days preceding each annual meeting.

The nominating committee may consider other eligible individuals in addition to those whose names have been submitted to the committee. The committee shall prepare a slate to be forwarded to the annual meeting.

Following the report of the nominating committee at the annual meeting, nomination of eligible individuals whose written consent has been obtained may be made from the floor.

Amendment(s): *October 19, 1988, “except for officers for which there is more than one nominee”
**February 21, 1990, minimum voting age of twelve (12) years

6.0 ARTICLE SIX - ORDER OF BUSINESS

Roll call

Reading of the minutes of the preceding meeting.

Reports of the committees.

Reports of Officers.

Old and unfinished business.

New business.

Good and welfare.

Adjournments.

7.0 ARTICLE SEVEN - BOARD OF DIRECTORS

The business of this Organization shall be managed by a Board of Directors consisting of seven (7) members together with the Officers of this Organization.

The Directors to be chosen for the ensuing year shall be chosen at the annual meeting of this Organization in the same manner and style as the Officers of this Organization and they shall serve for a term of two (2) years. (See A. below)

The Board of Directors shall have the control and management of the affairs and business of this Organization. Such Board of Directors shall only act in the name of the Organization when All Directors have been duly notified of a proposed action and have had the opportunity to respond to the proposed action.

Four (4) members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly at the discretion of the President, with due notice to all Directors to all Directors of such meetings.

Each Director shall have one vote and such voting may be done by proxy, show of hands and email.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the *term.

The President of the Organization by virtue of the office shall be Chairperson of the Board of Directors. The Board of Directors shall select from one of their number a Secretary.

A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules, as it may in its discretion consider necessary for the best interests of the Organization, for this hearing.

Any Officer of the Director may be removed from office for malfeasance, nonfeasance or misfeasance by three-fourths (3/4) vote of the Board of Directors.

For the election beginning with the year 1989, Group 1 shall be elected for two (2) years, and Group 2 shall be elected for one (1) year. Group 1 shall consist of four (4) members. Group 2 shall consist of three (3) members.

Amendment(s): *February 20, 1991, change the word “year” to “term”

8.0 ARTICLE EIGHT - OFFICERS

The Officers of the Organization shall be as follows:
President
Vice President
Secretary
Treasurer

The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the Organization an annual report of the work of the Organization, appoint all committees, temporary or permanent, see that all books, reports and certifications as required by law and these bylaws are properly kept or filed, be one of the Officers who may sign the checks or drafts of the Organization, and have such powers as may be reasonably construed as belonging to the Chief Executive of any Organization.

The Vice President shall in the event of the absence or inability of the President to exercise his or her office become acting President of the Organization with all the rights, privileges and powers as if he or she had been the duly elected President.

The Secretary shall keep the minutes and records of the Organization in appropriate books and website file any certificate required by any statute, federal or state, give and serve all notices to the members of the Organization, be the official custodian of the records and seal of the Organization, be one of the Officers required to sign the checks and drafts of the Organization, present to membership at any meetings any communication addressed to the Secretary of the Organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the Organization, attend to all correspondence of the Organization and exercise all duties incident to the office of Secretary.

The Treasurer shall have the care and custody of all monies belonging to the Organization, be responsible for all such monies or securities of the Organization and be one of the Officers who shall sign checks or drafts of the Organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of the Treasurer.

Officers shall by virtue of their office be members of the Board of Directors. No Officer or Director shall for reason of the office be entitled to receive any salary of compensation, but nothing herein shall be construed to prevent an Officer of Director for receiving any compensation from the Organization for duties other than as a Director or Officer.

Amendment(s): *February 21, 1990, Restrict President’s term to two (2) consecutive two (2) year terms.

9.0 ARTICLE NINE - SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the Organization.

10.0 ARTICLE TEN - COMMITTEES

All committees and sub-committees of this Organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the President.

11.0 ARTICLE ELEVEN - DUES

The dues of this Organization shall be *set by a majority vote of the Board of Directors pending ratification by a majority vote of the membership present at the next scheduled membership meeting and shall be payable on the last day of the anniversary month of the member(s) joining the Organization.

Amendment(s): *February 19, 1992, Allow Board of Directors to set membership dues and spread dues collection throughout year.

12.0 ARTICLE TWELVE - CONTRACTS, CHECKS AND FUNDS

Contracts. The Board of Directors may authorize any Officer of Officers of the Gate City Striders Inc; in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Gate City Striders Inc; and such authority may be general or confirmed to specific instances.

Checks. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of Gate City Striders Inc. shall be signed by authorized Officers or employees of the Gate City Striders Inc. and in such manner as shall be determined by resolution of the Board of Directors.

General Funds. All monies received by the Secretary-Treasurer shall be deposited to the credit of the Gate City Striders Inc. in banks which are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other governmental insurance agency. The President of the Gate City Striders Inc. shall review at least once each three (3) months the amount of money currently to the credit of Gate City Striders Inc. and its general fund and also review a forecast of estimated deposits and disbursements for the following months. If the President, Secretary, and Treasurer determine that the amount of this balance is above that required for normal operation procedures, then the surplus shall be temporarily invested in such *low risk investments or securities as authorized by the Board of Directors.

Amendment(s): *October 19, 1988, Par. C. General Funds, change last sentence to read “low risk investment”.

13.0 ARTICLE THIRTEEN - AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of no less than a majority of members, present and voting at the annual meeting.

Codification. The Board of Directors may renumber, revise, codify and correct any provision in the By-Laws, rules and regulations of the Gate City Striders Inc. to eliminate errors and spelling, grammar and numbering and to bring about the proper order and sequence, but in so doing it shall not change the meaning of any provision so changed or renumbered.

14.0 ARTICLE FOURTEEN - SAVINGS CLAUSE

Failure of literal or complete compliance with provisions of the By-Laws with respect to dates, times and notice, or the sending or receipt of the same, or errors in phraseology of notice of proposal, which in the judgment of the members at meetings held that do not cause substantial injury to the rights of members, shall not invalidate the actions of proceedings of the members at any meeting.

15.0 ARTICLE FIFTEEN - FISCAL YEAR

The fiscal year of the Gate City Striders Inc. shall begin on the 1st day of January and end on the 31st day of December in each year.

Changes voted and accepted on February 20, 2002

Article 7
Comment from Steve Moland about changes to Article 7

These changes were made to reflect life style changes at the year 2002 and improvement communication possibilities over those of ten years ago. Ostensibly the Eboard is not longer limited to conducting business of the club at formal meeting with board members physically in the presence of each other. Other means of communication notwithstanding, this means that the eboard members could use email or the phone to poll its members for a discussion and decision. Note that a safeguard to the improper exclusion of a member is “and [eboard members] have had the opportunity to respond to the proposed action”. This would mean that in a controversy over a vote, the majority members of the eboard would have to prove that all members had known about the impending vote, however, a refusal to vote by a minority member would not constitute a lack of knowledge of a call for a vote.

From
The Board of Directors shall have the control and management of the affairs and business of this Organization. Such Board of Directors shall only act in the name of the Organization when it shall be regularly convened by its Chairman after due notice to all the Directors of such meeting.

To
The Board of Directors shall have the control and management of the affairs and business of this Organization. Such Board of Directors shall only act in the name of the Organization when All Directors have been duly notified of a proposed action and have had the opportunity to respond to the proposed action.

From
Four (4) members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly at the discretion of the Chairman.

To
Four (4) members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly at the discretion of the Chairman, with due notice to all Directors to all Directors of such meetings.

Article 8
Comment from Steve Moland about changes to Article 8

These changes were made to remove the conflict where the President was charged only with “see[ing] that all books, reports and certifications as required by are law” (essentially the tax returns), and where the President was not specifically charged with overseeing all other books and reports that are named, expected or implied by the bylaws or those that would be expected to be overseen by the chief executive of any Organization. It also removes the ability of a treasurer to claim or act in a capacity that the old wording “be solely responsibly” means that the treasurer exists at level of authority higher than that of the President or the eboard. This was done so that the President and/or the eboard could not be held hostage by an uncooperative “Gatekeeper” treasurer. The last change being the dropping of the word “solely”.

From
The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the Organization and annual report of the work of the Organization, appoint all committees, temporary or permanent, see that all books, reports and certifications as required by are law are properly kept or filed, be one of the Officers who may sign the checks or drafts of the Organization, and have such powers as may be reasonably construed as belonging to the chief executive of any Organization.

To
The President shall preside at all membership meetings, by virtue of the office be Chairperson of the Board of Directors, present at each annual meeting of the Organization an annual report of the work of the Organization, appoint all committees, temporary or permanent, see that all books, reports and certifications as required by law and these bylaws are properly kept or filed, be one of the Officers who may sign the checks or drafts of the Organization, and have such powers as may be reasonably construed as belonging to the chief executive of any Organization.

From
The Treasurer shall have the care and custody of all monies belonging to the Organization, be solely responsible for all such monies or securities of the Organization and be one of the Officers who shall sign checks or drafts of the Organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

To
The Treasurer shall have the care and custody of all monies belonging to the Organization, be responsible for all such monies or securities of the Organization and be one of the Officers who shall sign checks or drafts of the Organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

Amendment(s): *October 19, 1988, Add Robert’s Rules Revised.
Amendments: 9/10/08:
Reformatted Table of Contents
Added Revision details box
Reformatted layout of all articles

Article 2, item 3:
Changed from: To disseminate information on running through newsletters, booklets, clinics, meetings, handbooks, and through education programs.

Changed to: To disseminate information on running through website, newsletters, emails, clinics, meetings, and through education programs.

Article 2, item 5:
Changed from: To do all such things conductive to the encouragement of competitive running and better physical fitness for all individuals of all ages and both sexes.

Changed to: To do all such things condusive to the encouragement of competitive running and better physical fitness for all individuals of all ages, sex, and religion.

Article 2, item 6:
Changed from: And to sponsor at least twelve (12) organized running events per year.

Changed to: And to sponsor Fitness U, AppleFest, and fund or supply volunteers for local races and events.

Article three:
Changed from: Membership in this organization shall be open to all who are interested in long distance running and or physical fitness and has paid their annual dues. Membership shall not be restricted on the basis of sex, race, creed, color, or national origin.

Changed to: Membership in this Organization shall be open to all who are interested in running/walking and or physical fitness and has paid their annual dues. Membership shall not be restricted on the basis of sex, race, creed, color, or national origin.

Article four:
Changed from: The annual membership of this organization shall be help on or about the third (3rd) Wednesday of February each and every year except if such day be a legal holiday then and in that event the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these by-laws. The secretary shall cause to be mailed to every member in good standing at his or her address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Changed to: The annual membership of this Organization shall be held once per year. The Secretary shall give a website posting notice telling the time and place of such annual meeting. *The rules of procedure contained in Robert’s Rules of Order Revised shall be used to conduct business at the annual meeting in all cases which are not covered by the bylaws or other special rules of this Organization.

Changed from: Regular meetings of this organization shall be held the third (3rd) Wednesday of every month from September to May and as deemed necessary by the President.

Changed to: Regular monthly meetings of this Organization shall be held the third (3rd) Wednesday of every month from January to May and September to December as deemed necessary by the President.

Changed from: Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meetings shall be mailed to all members at their addresses as they appear in the membership roll book at least 7 but not more than 60 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

Changed to: Special meetings of this Organization may be called by the President when deemed for the best interest of the Organization. Notices of such meetings shall be posted on GCS website at least 7 but not more than 60 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.
Changed from: At the request of three (3) members of the Board of Directors or 25% members of the organization the president shall cause a special meeting to be called but such request must be made in writing at least 30 days before the requested scheduled date.

Changed to: At the request of three (3) members of the Board of Directors or 25% members of the Organization the President shall call a special meeting but such request must be made via email or website at least 30 days before the requested scheduled date.

Article five:
Changed from: At the meetings, except for the election of officers and directors, all votes shall be via voice, except that for the election of officers, *except for officers for which there are more than one nominee ballots shall be provided and there shall not appear any place on such ballot any mark of marking that might tend to indicate the person who cast such ballot.

Changed to: At the meetings, the election of Officers and Directors, all votes shall be via voice or ballot if necessary.

Changed from:
At all votes by ballot the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the chairperson the results and the certified copy shall be physically affixed in the minute book to minutes of that meeting.

Changed to:
At all votes by ballot the Chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the Chairperson the results and minutes of that meeting and posted on GCS website.

Article seven:
Changed from: Four (4) members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly at the discretion of the chairman, with due notice to all directors to all directors of such meetings.

Changed to: Four (4) members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly at the discretion of the President, with due notice to all Directors to all Directors of such meetings.

Changed from:Each director shall have one vote and such voting may not be done by proxy.

Changed to: Each Director shall have one vote and such voting may be done by proxy, show of hands and email.

Article eight:
Removed:
*A member may not serve more than two (2) consecutive two (2) year terms (a total of four years) as President of the organization.

Changed from: The Secretary shall keep the minutes and records of the organization in appropriate books, file any certificate required by any statute, federal or state, give and serve all notices to the members of the organization, be the official custodian of the records and seal of the organization, be one of the officers required to sign the checks and drafts of the organization, present to membership at any meetings any communication addressed to the Secretary of the organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of Secretary.

Changed to: The Secretary shall keep the minutes and records of the Organization in appropriate books and website file any certificate required by any statute, federal or state, give and serve all notices to the members of the Organization, be the official custodian of the records and seal of the Organization, be one of the Officers required to sign the checks and drafts of the Organization, present to membership at any meetings any communication addressed to the Secretary of the Organization, submit to the Board of Directors any communications which shall be addressed to the Secretary of the Organization, attend to all correspondence of the Organization and exercise all duties incident to the office of Secretary.

Article ten:
Changed from: All committees of this organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the President.

Changed to: All committees and sub-committees of this Organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the President.