NORTHSTAR RUNNING CLUB, INC.
Sec. 1.1 Purpose. These Bylaws are adopted for the governance of Northstar Running Club, a Minnesota nonprofit corporation (herein referred to as the "Corporation"). The Corporation shall have the right to do and accomplish all things and engage in all lawful transactions that a nonprofit corporation organized under the laws of the State of Minnesota might do, accomplish, or engage in under the Minnesota Nonprofit Corporation Act, Minnesota Statutes Chapter 317A (the "Act"), specifically including the powers listed in Minn. Stat. § 317A.161, subject to the restrictions, qualifications and limitations set forth in the Articles of Incorporation and these Bylaws.
Sec. 2.1 Mission Statement. The Corporation is a voluntary nonprofit corporation serving runners of all ages and abilities in Minnesota and surrounding communities. Its mission is to provide a fun and supportive community that encourages ALL runners to grow.
Sec. 2.2 Activities. To further the stated objectives, the activities of the Corporation shall be as follows:
Sec. 2.2.1 To encourage health and fitness through the promotion and fostering of amateur running.
Sec. 2.2.2 To provide support for runners of all ages and backgrounds to become acquainted with the benefits of running.
Sec. 2.2.3 To promote running and road racing to individuals and organizations throughout Minnesota and the United States.
Sec. 2.2.4 To assist in the development of running and road racing athletes throughout Minnesota and the United States.
Sec. 2.2.5 To provide services to those individuals and organizations involved in or with running and road racing, for the purpose of improving running and road racing in Minnesota and the United States.
Sec. 2.2.6 To do anything and everything consistent with state law, the Articles of Incorporation of the Corporation and these Bylaws, as amended from time-to-time, that is necessary or incidental to carrying out any and all of the foregoing purposes.
Sec. 2.2.7 The Corporation shall also have all of the power and authority afforded to it by the provisions of the Minnesota Nonprofit Corporation Act and all acts amendatory or supplementary thereof (collectively, the "Act").
Sec. 3.1 Generally. Membership in the Corporation is open to any individual without regard to age, sex, race, creed, religion, sexual orientation, or handicap.
Sec. 3.2 Membership Procurement. Membership status in the Corporation is obtained by payment of specified annual dues, as determined by the Board of Directors from time-to-time. Membership in the Corporation includes the right to receive all official Corporation publications and to attend the annual meeting and special meetings, entry into all events open to Corporation members only, and voting privileges detailed in Section 3.3. The Corporation may issue certificates to members in good standing evidencing membership in the Corporation.
Sec. 3.3 Classes of Membership. There are three (3) classifications of membership, each of which extends for a twelve (12) month period.
Sec. 3.3.1 Regular Individual Membership. The holder of a regular individual membership shall be entitled to (a) all of the privileges detailed in Section 3.2., and (b) the right to cast one (1) vote at meetings of the membership and cast one (1) ballot in the elections of for Directors.
Sec. 3.3.2 Regular Family Membership. A regular family membership shall entitle a family, consisting of the mother(s), father(s), or legal guardians, and all other of their children under eighteen (18) years of age, all of the privileges detailed in section 3.2. Additionally, the holder of a regular family membership shall be entitled to cast one (1) vote at meetings of the membership and to cast two (2) ballots in the election for Directors.
Sec. 3.3.3 Student Membership. The holder of a student membership shall be entitled to all the privileges of a regular individual membership at specified reduced annual dues. Only individuals under the age of twenty-five (25) years at the time of application who are enrolled in as a student part are eligible for this classification.
BOARD OF DIRECTORS; OFFICERS
Sec. 4.1 Powers. The Corporation shall be managed under the direction of a governing board of directors (the "Board" or the "Board of Directors"), which shall be vested with all powers, privileges and rights of a governing board under the Act, and shall have final authority to establish and resolve all matters and questions of policy.
Sec. 4.2 Number of Directors; Qualification. The number of Directors of the Corporation shall not be less than three (3) and no more than fifteen (15), with the exact number to be set by resolution of the Board. The Board may, by vote at least a majority of the Board, increase or decrease the number of members of the Board of Directors. Directors must be natural persons and at least eighteen (18) years of age.
Sec 4.2 Officers. The Officers shall be Directors and shall consist of the President, the Past President (when there is one), the Secretary, and the Treasurer.
Sec 4.3 Officers and Directors Terms of Office.
Sec. 4.3.1 President. The President shall be elected to serve a term of one (1) year and shall not be eligible to serve more than four (4) consecutive elected terms.
Sec. 4.3.2 Past President. The Past President shall serve a term of one (1) year following the final elected term as President.
Sec. 4.3.3 Secretary. The Secretary shall be elected to serve a term of two (2) years and not more than four (4) consecutive elected terms.
Sec. 4.3.4 Treasurer. The Treasurer shall be elected to serve a term of two (2) years and not more than four (4) consecutive elected terms.
Sec. 4.3.5 Directors. Directors shall be elected to serve terms of two (2) years and not more than four (4) consecutive elected terms.
Sec 4.4 Eligibility for Officers and Directors. To be eligible for nomination for President, a member must have served as a Director for a minimum of one (1) year within the three (3) years prior to the year of the nomination. All other nominees for Directors shall be at least eighteen (18) years of age. No Director shall occupy a paid position with the Corporation.
Sec 4.5 Powers of Directors. The Directors shall be authorized to exercise all powers conferred upon the Corporation consistent with Section 501(c)(4) of the Internal Revenue Code of 1986 as amended, unless specifically forbidden herein. These powers include but are not limited to the following:
Sec. 4.5.1 To renew or revive the corporate existence of the Corporation;
Sec. 4.5.2 To the extent necessary, to effect the mission stated in Section 2.1 for which the Corporation was organized, to amend the corporate charter on file with the Secretary of State for the State of Minnesota;
Sec. 4.5.3 To hire or appoint such executive, administrative, or clerical personnel and such other employees, agents, or servants as the Corporation may require from time to time, to define their duties, and to fix their compensation;
Sec. 4.5.4 To file suit in any court of law or seek redress before any administrative tribunal;
Sec. 4.5.5 To make contracts and incur liabilities on behalf of the Corporation consistent with the mission stated in Section 2.1 for which the Corporation was founded;
Sec. 4.5.6 To purchase, take, receive by gift, will, or otherwise, lease or otherwise acquire, own, hold, improve, use, or otherwise deal in real or personal property, or any interest therein, wherever situated;
Sec. 4.5.7 To make donations for the public welfare consistent with the mission stated in Section 2.1 for which the Corporation was founded;
Sec. 4.5.8 To take any and all steps necessary to retain the tax exempt status of the Corporation under Section 501(c)(4) of the Internal Revenue Code;
Sec. 4.5.9 To reimburse and indemnify the litigation expenses of the Corporation, Directors, Officers, agents, and employees as permitted by law and to purchase and maintain liability insurance for their benefit; and
Sec. 4.5.10 To have and exercise such powers as are necessary or convenient to effect the mission stated in Section 2.1 for which the NSRC was organized.
Sec 4.6 Vacancies. Should a vacancy occur in any of the Directorships due to elected or appointed person being unable or unwilling to serve out the entire term of office, the vacancy shall be filled by a person appointed by the President and subject to approval by a majority of the remaining Directors. The person so appointed shall serve out the remaining portion of the retiring Director’s term. If the President fails to appoint a new Director by the time the second consecutive regularly scheduled meeting of the directors following the date of vacancy, any Director shall be free to nominate a person to fill the vacancy and the nominee shall be appointed Director subject to approval by a majority of the remaining Directors. In the event a vacancy in the position of President shall occur, it be filled by nomination by a Director of any Director and election by a majority of the Directors.
Sec 4.7 Duties of Directors. The Directors shall engage in their duties to further the stated mission of the Corporation. These duties include but are not limited to those described herein.
Sec 4.7.1 President. The President shall be the Chief Executive Officer of the Corporation, preside at all meetings of the membership and Directors, call special meetings of the Directors, appoint such persons to the Board of Directors as provided herein, appoint persons to fill such vacancies as occur in the Board of Directors, create and appoint Corporation members to such ad hoc committees as the President deems necessary from time to time, sign any deeds, mortgages, bonds, contracts or other instruments subject to prior approval of a majority of the Directors, assume the duties of Treasurer in the event of resignation or incapacitation of the Treasurer, and perform such other duties as are incident to this office or are delegated to the President by the Directors.
Sec 4.7.2 Past President. The Past President shall provide assistance as the newly elected President assumes the duties of the President, transfer all Corporation documents to the President, and perform such other duties as are delegated to the Past President by the Directors.
Sec 4.7.3 Secretary. The Secretary shall be the custodian of the minute books of the Corporation, and shall accurately keep minutes of the meetings of the Directors and general membership, and shall perform other duties as are delegated to the Secretary by the President or Directors.
Sec 4.7.4 Treasurer. The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of the Corporation, shall maintain accurate and current records reflecting moneys received and distributed by the Corporation, shall maintain accurate and current records on all accounts maintained by the Corporation with any bank, savings and loan association, or other depository, shall prepare monthly financial statements which accurately reflect the Corporation’s financial condition and present the same to the Directors at regularly scheduled meetings of the Directors, shall prepare such forms as are required by the Internal Revenue Service, shall set budgets for the forthcoming fiscal year, and shall perform such other duties as are incident to the office of Treasurer or are designated to the Treasurer by the President, Vice President, or Directors. The Treasurer shall also preside over any Board meetings that are not attended by the President.
Sec 4.7.6 Directors. The Directors shall represent the interest of the general membership, shall be encouraged to serve on at least one of the Corporation's Committees, shall serve as liaisons between the directors and Committees, shall make a concerted effort to communicate with persons of the general membership and present suggestions and comments of said persons regarding the concern of the Corporation at meetings of the Directors, and shall perform such other duties as are delegated to the Directors by the President or by the Board of Directors.
Sec 4.8 Election of Directors. Election of Directors shall be by written or electronic official ballot. Ballots shall be distributed to all members and the names of the elected Directors shall be announced to members not less than thirty (30) days prior to the date of the annual meeting. Members wishing to cast votes for Directors and positions of Officers shall be entitled to not less than five (5) days to return the ballot via the acceptable means of ballot collection posted. The ballots shall be counted under the direction of the board at the Annual Meeting and published in the Official Corporation publication.
Sec 4.9 Removal of Director. Any Director elected in accordance with Section 4.8 may be removed for just cause by an affirmative vote of not less than two-thirds (2/3) of the Directors at any regular or special meetings of the Directors. Any Director who is absent from three (3) consecutive regular meetings of the Directors shall be automatically removed from the Board of Directors, unless such absences are deemed excusable by a majority of the Directors. Any Director terminating membership with the Corporation shall be automatically removed from the Board of Directors.
Sec 4.10 Compensation for Directors. Directors shall not receive compensation for their services as Directors. The Directors may authorize reimbursement for any expenses incurred by a Director in the performance of duties of Directors.
Sec 4.11 Conflicts of Interest. When a Director is personally interested in a contract or transaction to which the Corporation is a party, or is indirectly interested because of employment or investment with a person or organization with which the Corporation is dealing, the Director must disclose the existence of the interest, and describe the nature of the interest to the other Directors prior to the time the Board takes any action with respect to the person or organization.
Sec 5.1 Annual Meeting of Members. An annual meeting of the members shall be held each calendar year for the purpose of transacting such business as required by the Bylaws. The annual meeting may also include such activities as reports on events sponsored by the Corporation, presentation of special awards, recognition of volunteer services, features speakers, slide shows, or any other activities deemed acceptable by the Directors.
Sec 5.2 Special Meetings of the Members. Special meetings of members may be called by the President, or a majority of the Directors, or by written petition signed by not less than twenty percent (20%) of the members in good standing.
Sec 5.3 Meetings of the Directors. The Directors shall conduct regular business meetings at least once per month. Meetings shall be open to the public and all attendees may participate in the discussions. Only Directors shall be permitted to vote on motions or proposals.
Sec 5.4 Special Meetings of Directors. Special meetings of Directors may be called by the President or by a majority of Directors.
Sec 5.5 Time and Place of Meetings. The Directors may designate any reasonable time and place for the annual meeting of the members or special meetings of members. The President and a majority of Directors may designate any reasonable time and place for regular or special meetings of Directors.
Sec 5.6 Notice of Meetings. Notice of the annual meeting or special meeting of members shall be published in an Official Corporation publication not less than thirty (30) days prior to the date of the meeting. All Directors shall be notified, either in person, by telephone, or by mail, not less than seven (7) days prior to regular meetings of Directors and not less than twelve (12) days prior to special meetings of Directors.
Sec 5.7 Quorums at Meetings. A quorum shall be deemed to be present at any annual meetings. Not less than thirty percent (30%) of members shall constitute a quorum at any special meeting of members. A quorum shall exist in any meeting of the Directors if a majority of the Directors then in office are in attendance at said meeting.
Sec 5.8 Procedures at Meetings. Roberts Rules of Order shall govern the conduct at all meetings of the members and meetings of the Directors. The minutes of all meetings of the Directors may be published in an Official Corporation publication.
Sec 5.9 Voting by Proxy. At all meetings of members and at all meetings of Directors, members and Directors shall be entitled to vote only in person. No member shall be entailed to vote by proxy at any meeting.
Sec 6.1 Committees. The Directors may by resolution create committees designated to handle administrative matters. The resolutions creating such committees shall specify the objectives, duties, responsibilities, and authority thereof and the resolutions may be amended or repealed by the Directors at any time. Committees shall report periodically to the Directors, advise the Directors as to committee activities and proposed activities, and make recommendations to the Directors as required and warranted. Committees are authorized to act on behalf of the Corporation as set forth by the resolutions creating them. Committees shall not be authorized to make an expenditure of Corporation funds in excess of one hundred dollars ($100) unless prior authorization is obtained from the Directors.
Sec 6.2 Race Committee. The Race Committee shall be responsible for all racing events sponsored in part or fully by the Corporation. Duties shall include designation of race directors, approval of race budgets, volunteer coordination, race equipment inventory and maintenance, and recommendations of special awards. Committee actions shall be subject to approval by the Directors.
Sec 6.2.1 Equipment Manager. The Equipment Manager shall warehouse and maintain equipment; arrange for the rental of equipment; bill for use and collect rental fees; keep a current list of equipment; and report rentals and income to the Race Committee at its monthly meetings.
Sec 6.3 Publications Committee. The Publications Committee shall be responsible for all material printed or published by the Corporation including TruNorth, race results, and advertisements. Committee actions shall be subject to approval by the Directors.
Sec 6.4 Promotions Committee. The Promotion Committee shall be responsible for the procurement and retention of membership in the Corporation, and publicity and promotion for the organization. Committee actions shall be subject to approval by the Directors.
Sec 6.5 Administrative Committee. The Administrative Committee shall give counsel to the Directors on legal matters, draft contracts for personnel hired by the Corporation, recommend or draft agreements, recommend Corporation policies and procedures, and recommend additions or changes to the Bylaws. Committee actions shall be subject to approval by the Directors.
Sec 6.6 Committee Membership. When a committee member is personally interested in a contract or transaction to which the Corporation is a party, or is indirectly interested because of employment or investment with a person or organization with which the corporation is dealing, the committee member must disclose the existence if the interest, and describe the nature of the interest to the other committee members prior to the time the committee takes any action with respect to the person or organization. The interested committee member must abstain on any vote taken in which they have a personal interest.
Sec 7.1 Publications. Publications shall be published by or for the Corporation to publicize upcoming events and report business matters and financial status of the Corporation. The publications may also include information pertaining to race results, members views and opinions, sports medicine, training techniques, personal fitness, nutrition, safety, humor, and other material deemed by the editor to be of interest to members.
Sec 7.2 Name of Publication. The official publication of the Corporation shall be called TruNorth or such other name as determined by the Board of Directors from time-to-time.
Sec 7.3 Sale of Publication. The official Corporation publication shall be distributed to all members in good standing free of charge. The Directors may fix the price of the publications for sale to persons or organizations other than Corporation members.
Sec 7.4 Editor(s). The Directors shall appoint an editor(s) for the publication and designate the compensation and responsibilities of the editor(s).
BOOKS AND RECORDS
Sec 8.1 Books and Records. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year.
Sec 9.1 Indemnification. Each Director, Officer, and employee of the Corporation shall be indemnified by the Corporation against liabilities incurred as a result of, and expenses (including attorneys’ fees) reasonably incurred in the defense, compromise, or settlement of, any civil, criminal or other action, suit, or proceeding, to which they are a party or in which they may be otherwise involved by reason of their being or having been a Director, Officer, or employee of the Corporation provided that:
Sec 9.1.1 In the event of final adjudication of such action, suit or proceeding, such person shall not be adjudged liable for negligence or misconduct in the performance of duty or, if so adjudged, the court shall find, upon submission of the question to it, that such negligence or misconduct did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided; or
Sec 9.1.2 In the event that such action, suit or proceedings is compromised or settled before final adjudication thereof, independent counsel appointed by the Board of Directors shall find either that such person acted without negligence and that their action did not constitute misconduct in the performance of duty or that any negligence or misconduct which may have been involved did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein.
Sec 9.1.3 The forgoing rights of indemnification shall, in the case of the death of a Director, Officer or employee, inure to the benefit of their estate and heirs.
Sec 10.1 Ratification of the Bylaws. A simple majority of the members at any meeting of the members at which a quorum is present shall be necessary to ratify these bylaws.
Sec 11.1 Amendments to the Bylaws. These bylaws may be revised by a majority of Directors at any meeting of the Directors. Any such revision shall be deemed to be in effect following approval by the Directors and shall be subject to approval by a vote of the members at any meeting of the members. A copy of all revisions approved by the directors shall be published in the Official Corporation publication prior to the next meeting of members.
Sec 12.1 The Corporation shall not have a corporate seal
Approved and effective as of May 17, 2016.