The Tulsa Running Club
1. Mission Statement. The goal of the Tulsa Running Club (hereinafter “Club”) shall be to promote the benefits of running and walking by providing social, financial, and moral support to the Tulsa and surrounding running communities and to establish camaraderie among runners and walkers of all abilities.
2. 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.
3. 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.
4. Membership and Dues. Any individual who subscribes to the purpose and basic policies of the Club may become a Member (hereinafter “Member”) of the Club regardless of the individual’s race, creed, color, sex, age, national origin, or athletic ability. Continuing membership requires the payment of dues in a timely manner. The dues of the Club shall be set from time to time by the Board of 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.
5. 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.
6. Annual Meetings. An Annual meeting of the Members of the Club shall be held on the second Friday in January of each year at 7p.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.
7. 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 that fifteen (15) percent of the Members in good standing.
8. Voting. At meetings of Members, each Member in attendance shall be entitled to one vote.
9. 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’s Articles of Incorporation or by these Bylaws.
10. 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 or mailed to each Member of record in good stating not less than five (5) or more than (30) days prior to the meeting, excluding the day of the meeting.
BOARD OF DIRECTORS
11. Management. The management of the affairs and business of the Club shall be vested in a Board of Directors consisting of nineteen (19) persons who shall be Members of the Club. This number is inclusive of the President.
12. Elections. Ballots listing the Members nominated for directorship shall be distributed in November of each year to all members. Ballots properly completed and returned on or before 5:00p.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 that 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.
13. 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.
14. 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 a nominated must sign a consent to his or her nomination. In order to be eligible for election, each nominated must have been a member for a period of twelve (12) months immediately preceding the term for which the election is being held. No petition of nomination by Members shall be accepted after October 31st for the election of Directors to take place that year.
15. Meetings. Meeting of the Board of Directors may be held without notice to the general membership.
16. Places of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Oklahoma.
17. 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 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.
18. 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 mail or by telecopy. 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.
19. 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’s 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.
20. Executive Committee. The Executive Committee shall consist of five (5) Directors and shall be composed as follows:
a. The President
b. The Secretary
c. The President-Elect
d. Two (2) at large members, to be voted on by the board
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.
21. Other Committees. In addition to the Executive Committee, standing committees of the Board of Directors shall include:
a. The Finance Committee, which shall prepare the budget for the Club and Shall establish Board approved funds;
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.
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.
22. 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 parson at such meeting.
23. 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.
24. 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.
25. 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.
a. Officers. The Officers of the Club shall be a President, one President-elect, 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.
b. 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.
c. 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.
27. The 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.
28. The President-Elect. The President-elect shall ascend to the Office of the President after the completion of his term as President-Elect. In the event of a premature vacancy in the Office of the Presidency, the President-Elect shall serve the remaining term of the President plus his own term as President.
29. Secretary. The Secretary shall record or cause to be recorded all votes taken and the minutes of all Member or Board of Directors meetings in a minute book of the Club. 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 maybe prescribes elsewhere in these Bylaws or from time to time by the Board of Directors or the President, under whose direct supervision he shall be.
30. 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.
31. 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.
32. Vote Required for Removal of Officer. The Board of Directors at any time may, by affirmative vote of at least eleven (11) of the members of the Board then in office, remove any officer elected or appointed by the Board of Directors for cause of without cause.
33. Provisions. Whenever the provisions of the statutes of the State of Oklahoma, the Club’s 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.
34. 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.
35. Contracts. The Board of Directors may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.
36. Amendments. These Bylaws may be altered, amended, or repealed by the affirmative vote of at least eleven (11) members of the Board of Directors at any meeting of the Board.
37. 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.
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 December___, 2000.