Seventh amended and restated Bylaws
of the
Tulsa Running Club
A non-profit corporation organized under the laws of
The State of Oklahoma
I. NAME
The name of the organization shall be “Tulsa Running Club”, hereafter referred to as “Club”.
II. PURPOSE
The goal of the Club shall be to promote running as a sport and healthy lifestyle within the Tulsa community and engage in related activities to further that purpose.
III. OFFICES
Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the Club in the State of Oklahoma shall be such as shall be determined from time to time by the Board of Directors and on file in the appropriate public offices of the State of Oklahoma pursuant to applicable provisions of law.
IV. SEAL
Corporate Seal. The Corporate seal shall have inscribed thereon the name of the club and the words “Corporate Seal, Oklahoma”. The Corporate Seal may be used in causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
V. MEMBERSHIP
Membership in the Club will be on an annual basis from time of enrollment into the Club. Anyone can join the Club without regard to race, creed, color, national origin, gender, sexual orientation, physical condition, or age (minors may be excluded from membership/participation at the discretion of club/event leadership). Individuals who wish to participate in the activities of this organization shall submit dues annually, complete an annual application for membership, which includes agreeing to follow the Club Code of Conduct, and sign a waiver of liability for participation in all Club activities. Failure to abide by membership requirements may/can result in forfeiture of membership and paid dues by a violation of Code of Conduct or for other reasons deemed in violation of the Club purpose by the sole discretion of the Board of Directors.
VI. DUES
The annual dues rate for the Club membership will be reviewed annually and set from time to time by the Board of Directors and shared annually with the membership as part of the regular join and renew process for the Club.
VII. BOARD OF DIRECTORS, MEETINGS AND ELECTION
1. Board of Directors responsibilities. The board is the governing authority and has total oversight over the management of the Club affairs. It carries out all the objectives and purposes for which the Club is organized. This general mandate includes, but is not limited to, setting Club policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the Club programs and services, elevating the Club public image, and hiring of any employees or independent contractors. All Board members must be members in good standing and current on paid dues.
2. Directors. Only Members shall be eligible to participate in business meetings of the Club or to serve in and of its elections or appointive positions. Directors should consist of no more than twenty-six (26) who shall be Members of the Club. This number is inclusive of the President. Any Director who is absent for 25% of board meetings in a year without reason can be voted off the Board of Directors.
3. Place of meetings. All meetings of the Members shall be held at the registered office of the Club or at such other place as shall be designated from time to time by the Board of Directors.
4. Annual Meetings. An Annual meeting of the Members of the Club shall be held on the second Friday in January of each year at 7 p.m. or at such other date and time as shall be designated by the Board of Directors and stated in the notice of the meeting.
5. Special Meetings. Special meetings of Members may be held for any purpose or purposes, and may be called by the President or the Board of Directors or by members comprising not less than fifteen (15) percent of the Members in good standing.
6. Voting. At meetings of Members, each Member in attendance shall be entitled to one vote.
7. Quorum. Members present at a meeting of Members representing not less that fifteen (15) percent of the total Members in good standing shall constitute a quorum for the transaction of any business at such meeting. Every decision of a majority of such quorum shall be valid as a corporate act, except in those instances in which a larger vote is required by law or by the Club Articles of Incorporation or by these Bylaws.
8. Notice. Written notice of each meeting of the Members, whether annual or special, stating a place, date, and hour of the meeting, and, in case of a special meeting, the purpose or purposes thereof, shall be delivered via means of “social media” not less than five (5) or more than (30) days prior to the meeting, excluding the day of the meeting.
9. Elections. Ballots listing the Members nominated for directorship shall be distributed in November of each year to all members via “social media”. Ballots properly completed and returned on or before 5:00 p.m., December 15th of each year, or such other date as the President or Board of Directors shall determine, shall be counted to determine the Members elected to serve as Directors. If there are more nominees than directorship to be filled, the directorship will be filled by those nominees who received the highest vote totals of all nominees. In those years which the total number of members nominated for directorship is equal to or less than the number of seats vacant, the Board of Directors can vote to forego the elections process and choose to seat the nominated members of the Board of Directors. In addition, for any seats that remain vacant after the seating of the nominated Members, the Nominating Committee shall continue the nominating process until there are enough members to fill the remaining seats. A majority of the Board shall be sufficient to seat the additional members.
10. Term. Directors shall be elected to serve a staggered three (3) year term. Directors may be elected to succeed themselves provided, however, no Director may be elected to serve more than two successive terms; further provided, that if the President-elect is to serve as President-elect at the end of this third or sixth year on the Board, he shall serve an additional year on the Board as President. In order to maintain a balance of staggered terms for the existing Board, the Board of Directors in agreement with the elected board member and by majority vote of the Board may serve less than a three-year term (one or two years), but such term will meet the definition of successive terms as defined herein.
11. Meetings. Meeting of the Board of Directors may be held without notice to the general membership.
12. Places of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Oklahoma.
13. Time and Place of Regular Meetings. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Five (5) days’ notice via “social media” or by email or by text or other appropriate communication that effectively gives notice of all regular meetings shall be given, and such notice shall state the place, date, hour and the business to be transacted at and purpose of such meeting.
14. Call and Notice of Special Meetings. Special meetings of the Board of Directors may be called by the President on three (3) days’ notice to each Director either personally or by email or by text or other appropriate communication that effectively gives notice. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) Directors. Notice of any special meeting shall state the place, date, hour, and the business to be transacted at and the purpose of such meeting.
15. Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business, and the act of the majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or by the Club Articles of Incorporations. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
16. Participation by Means of Communication Equipment. Member of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment that enables all persons participating in the meeting to hear and speak to each other. Such participation shall constitute presence in person at such meeting.
17. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting, if a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.
18. Vote Required for Removal of Director; Replacement. Any Director may be removed, for cause or without cause, by majority vote of the Members entitled to vote for the election of such Director at any annual or special meeting of the Members. Upon such removal of a Director, the Members (and not the remaining Directors) shall elect a Director to replace such removed Director at the same Member’s meeting at which such removal took place or at a subsequent members’ meeting. Removal of a board member must occur during a physical meeting.
19. Death or Resignation of a Director. Upon the death or resignation of a Director, the remaining Directors, by a majority vote, shall name a successor to serve the unexpired terms of the deceased or resigning Director.
20. Officers.
I. The Officers of the Club shall be a President, one President-elect, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors at its first meeting following the annual meeting of the members. Each of the President and President-Elect shall be a member of the Board of Directors.
a. President. The President shall be the Chief Executive Officer of the Club and shall carry into effect all directions and resolutions of the Board. The President shall preside at all meetings of the Members and Directors. The President may execute all instruments for and in the name of the Club and may cause the Corporate Seal to be affixed thereto. He shall, unless the Board otherwise provides, be ex officio a member of all committees. He shall have such other or further duties and authority as may be prescribed from time to time by the Board of Directors.
b. President-Elect. Elected at the Board of Director’s discretion. Unless the Board of Directors determines otherwise, the President-elect shall perform the duties, and shall have the authority and exercise the powers of the President whenever the President is absent or disabled. The President-elect shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe, or as the President may delegate.
c. Vice President. Unless the Board of Directors determines otherwise, the Vice Presidents shall perform the duties, and shall have the authority and exercise the powers of the President-elect whenever the President-elect is absent or disabled. They shall perform such other duties and have such other authority and powers as the Board of Directors may prescribe, or as the President may delegate.
d. Secretary. The Secretary shall record or cause to be recorded all votes taken and the minutes of all Member or Board of Directors meetings. He shall perform like duties for any committees when requested by the Board or any committee to do so. The Secretary shall see that all books, records, lists, and information, or duplicates, required to be maintained in Oklahoma or elsewhere, are so maintained. The Secretary shall keep in safe custody the seal of the Club, and shall have authority to affix the Seal to any instrument requiring it, and when so affixed, he shall attest the Seal by his signature. The Secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors or the President, under whose direct supervision he shall be.
e. The Treasurer. The Treasurer shall have the responsibility for the safekeeping of the funds of the Club, shall keep or cause to be kept full and accurate accounts of the receipts and disbursements in books belonging to the Club. He shall deposit or cause to be kept all other books and accounting records of the Club. He shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Club in such depositories as may be designated by the Board of Directors or by any officer of the Club to whom such authority has been granted by the Board of Directors. He shall disburse, or cause to be disbursed, the funds of the Club as may be ordered or authorized generally by the Board, and shall render to the President and Directors, whenever they may require it, and account of all his transactions as Treasurer and of those under his jurisdiction, and of the financial condition of the Club. He shall be responsible for timely preparation of any Federal or State tax forms, as required by law, and shall be responsible for filing them subject to the approval and direction of the Board of Directors. He shall perform such other duties and have such other responsibilities and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors. To serve as Treasurer the Board Member must consent to a criminal background check and pass it accordingly.
II. Terms of Office. Each of the President and President-elect shall serve a one-year term. Each other officer of the Club shall serve a one-year term and may serve additional periods as designated by the Board. Any vacancy occurring in any office of the Club shall be filled by the Board of Directors.
III. Agents. The board from time to time may also appoint agents for the Club as it shall deem necessary of advisable, each of whom shall serve at the pleasure of the Board for such periods as the Board may specify, and shall exercise such powers, hold such titles, and perform such duties as shall be determined from time to time by the Board or by an officer empowered by the Board to make such determinations.
IV. Duties of the Officer may be delegated. If any Officer of the Club by absent or unable to act, or for any other reason that the Board may deem sufficient, the Board may delegate for the time being, some or all of the functions, duties, power, and responsible person, provided a majority of the Board concurs therein.
V. Vote Required for Removal of Officer. The Board of Directors at any time may, by affirmative vote of two-thirds or greater of the members of the Board then in office, remove any officer elected or appointed by the Board of Directors for cause.
21. Provisions. Whenever the provisions of the statutes of the State of Oklahoma, the Club Articles of Incorporation, or by these Bylaws require notice to be given to any Director, Officer, or Member, they shall not be construed to require actual notice. Notice shall be deemed given if made in writing and deposited in a post office or letter box, postage paid, and addressed to such Director, Officer, or Member at his address as it appears in the books or other records of the Club.
22. Waiver. Whenever any notice is required to be given under the provisions of the statutes of the State of Oklahoma or by these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting of Members shall constitute a waiver of notice of such meeting, except when the Member attends a meeting for the express purpose of objected, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called of convened. Neither business to be transacted at, nor the purpose of, any regular or special meeting of the Members need to be specified in any written waiver of notice unless so required by these Bylaws.
23. All Board Members must sign annually the Tulsa Running Club Conflict of Interest Policy statement and must inform the President of the Board or member of the executive committee should they believe any activity they may be involved with while serving on the board could reasonably be assumed to be a conflict of interest.
24. All Board Members and Agents must sign the Tulsa Running Club Ethics Policy.
25. All Board Members must acknowledge they have received and reviewed the Tulsa Running Club Whistleblower Protection Policy, Record Retention and Document Destruction Policy and RRCA Membership Requirements.
VIII. COMMITTEES
1. Executive Committee. The Executive Committee shall have the President, President elect, Vice President, Secretary, and Treasurer to make up the committee. The Executive Committee shall have and exercise all of the authority of the Board in the management of the club. The committee shall act only in the interval between meetings of the Board, and shall be subject at all times to the control and direction of the Board.
2. Nominating Committee. Each year the President shall appoint a committee of not less than five (5) Members to draw up a list of one or more candidates for each Board Position to be filled that year. Not more than three (3) Members of the nominating committee may be Directors. Additional candidates may be nominated through a written petition signed by ten Members in good standing. To be included on the ballot distributed to Members the nominee must be a member in good standing and sign a consent to his or her nomination. No petition of nomination by Members shall be accepted after October 31st for the election of Directors to take place that year.
3. Other standing committees of the Board of Directors may include:
a. The Finance/Audit Committee, which shall prepare the budget for the Club and Shall establish Board approved funds and maintain good financial practices and reviews.
b. The Social Committee, which shall plan and coordinate banquets, picnics, and other social functions of the Club;
c. The Publications Committee, which shall prepare and distribute Club publications;
d. The Trip Committee, which shall plan and coordinate trips for Members to races outside of the County of Tulsa; and
e. The Training Runs Committee, which shall plan, schedule, and coordinate training runs for those particular races selected by the Board of Directors.
f. The Membership Committee, which shall maintain membership records and be responsible for recruiting new members.
g. The Race Committee, which shall plan and coordinate all Club sanctioned races.
4. Each of the foregoing Committees shall consist of at least one (1) member of the Board of Directors; provided, however, that committee members may include Members who are not Directors. The Board of Directors may, by resolution passed by the majority of the whole Board, designate one or more additional Committee, each Committee to consist of one (1) or more of the Directors of the Club, which, to the extent provided in the resolution shall have and may exercise the powers of the Board of Directors and the management of the business and affairs of the Club and may authorize the seal of the Club to be affixed to all papers which may require it. Each Committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
IX. FINANCES
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 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 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 or more frequently at the bequest of the President. At the same time, he reviews 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.
X. 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.
XI. TAX STATUS AND DISSOLUTION
1. 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 activities can be the carrying on of propaganda or otherwise attempting to influence legislation. The Club may not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.
2. 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.
3. 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.
XII. AMENDMENTS TO THESE BYLAWS
1. These Bylaws may be altered, amended, or repealed by the affirmative vote of at least two-thirds majority of the Board of Directors at any meeting of the Board.
2. An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.
3. The board may renumber, revise, codify and correct any provision in these bylaws, 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
XIII. MISCELLANEOUS
1. Sex. Where the words “he”, “his”, or “him” appear in these bylaws, such words shall be construed to mean either male or female or both unless the meaning is clearly and specifically to the contrary.
2. Board - is interchangeable used and means Board of Directors
3. Electronic voting Electronic or email voting may be used to conduct business unless otherwise noted in the bylaws. All board members are required to have an email address and respond to email communications. To vote electronically a board member should contact the secretary to motion for a vote or request a motion to the entire board via e-mail. The secretary will then email all board members and request a vote. The board members will then reply to the secretary and the secretary will keep a tally of the votes. The secretary will then email the board members with the result of the voting and include each email sent with the outcome email to avoid a secret ballet. The electronic voting shall last for a minimum of 24 hours. If less than 80% of the board contributes to an electronic vote it will be tabled until the next board meeting.
CERTIFICATE
The undersigned, Secretary of the Tulsa Running Club, a Nonprofit Corporation organized under the laws of the State of Oklahoma, hereby certifies that the foregoing Bylaws are the Bylaws of said Corporation as adopted by its Board of Directors on September 20th 2021.