Bylaws
Below are the BYLAWS OF THE GLASTONBURY RIVER RUNNERS, INC.
The name of this organization is the “Glastonbury River Runners, Incorporated”, hereinafter “GRR” or the “Club”.
The Club promotes running for health, camaraderie and competition for individuals of all ages and abilities. It provides a supportive and friendly environment that encourages each member to achieve their personal best. In addition to organizing and supporting local events, the Club also cooperates with other organizations to foster health, wellness and physical activity in the region.
The Club:
(a) Is incorporated as a nonstock corporation in accordance with the Connecticut Revised Nonstock Corporation Act, Chapter 602 of the Connecticut General Statutes;
(b) Is recognized as a nonprofit running Club in good standing by the Road Runners Club of America (RRCA) and complies with all requirements and policies of the RRCA for membership as a nonprofit running Club;
(c) Is recognized as a nonprofit organization through the Road Runners Club of America nonprofit group exemption with the Internal Revenue Service;
(d) Is recognized as a member Club in good standing by USA Track & Field (USATF);
(e) Has a Board of Directors;
(f) Has adopted bylaws;
(g) Conducts democratic elections on a regular basis;
(h) Provides a financial report of Club activities annually to the membership;
(i) Allows membership and participation without regard to
race, religion, color, national origin, ancestry, sex, gender identity or expression, age, marital status, sexual orientation or physical condition.
(a) The Club is comprised of individuals who advocate the mission set forth in Article II of these bylaws.
(b) Each member shall:
(1) Have an interest in promoting running as a sport and as healthful exercise;
(2) Pay annual dues;
(3) Comply with Club bylaws, rules, policies and procedures governing membership.
(c) The board may establish membership categories including, but not limited to, individual memberships and family memberships.
(a) The amount of annual dues for all membership categories shall be established by the Board of Directors.
(b) Any increase in the amount of annual dues in excess of five per cent must be approved by a majority of the Board of Directors.
(c) Any member whose annual dues are paid by February first is considered to be in good standing. Any member whose annual dues are not paid by February first is considered in arrears and will forfeit the privileges of membership in the Club.
(a) The board of directors consists of seven members, four of whom shall hold the positions of President, Vice President, Treasurer and Secretary.
(b) Each member of the board of directors shall be a Club member in good standing.
(c) The board is the governing body that carries out strategic monitoring of the programs and activities of the Club and promotes the public image of the Club. The board shall act in good faith of the membership at all times as advocates of the Club’s mission.
(d) The board sets policies with respect to disputes and grievances.
(e) The board may delegate to specific officers and committees the powers provided in these bylaws including, but not limited to, financial oversight, legal oversight, social event planning, fundraising, program and activity implementation and annual elections.
(f) For a meeting of the board, the presence of four members shall constitute a quorum and all actions of the board shall require the affirmative vote of a majority of the members present and voting.
(g) Directors may participate in a meeting of the board by being present in person at such meeting or by means of a telephone conference, virtual meeting platform or other similar means of communication that allows all participants to hear and communicate with each other, and such participation shall constitute presence in person at such meeting.
(h) Any expenditure of five hundred dollars or more shall require the affirmative vote of a majority of the members present and voting.
(i) A portion of each board meeting shall be reserved for any member of the Club in good standing to address the board.
(j) An officer or director may be removed from his or her position upon the majority vote of the other board members if such officer or director:
(1) Misses two consecutive regular board meetings without an excuse approved by a majority vote of the board;
(2) Engages in illegal or unlawful activity or in actions deemed detrimental to the mission of the Club;
(3) Fails to carry out the duties of the position.
(k) An officer or director may resign their position at any time and such resignation shall take effect upon acceptance by the board.
(l) If the office of President becomes vacant, the Vice President may choose to become President for the remainder of the unexpired term. The Vice President shall decide whether to assume the position of President within seven days of the occurrence of the vacancy. If the Vice President declines to assume the position of President, the Vice President shall convene a meeting of the board to appoint a member of the Club in good standing to be President for the remainder of the unexpired term.
(m) Except as provided in subsection (l) of this Article, any vacancy in the board shall be filled by appointment of a member of the Club in good standing by the remaining members of the board for the remainder of the unexpired term.
(a) President: The President shall be the chief executive officer of the Club. The President shall be dedicated to the mission of the Club and be primarily responsible for leading the Club and maintaining its good standing with its members and the public. The President: (1) Presides at all meetings of the board and of the membership; (2) ensures compliance with all of the requirements, objectives and purposes of the Road Runners Club of America; (3) is accountable for all financial decisions of the Club; (4) serves as an ex-officio member of each committee of the Club; (5) may delegate or assign responsibility for certain Club programs or activities to other members of the board, unless the board by a majority vote overrules such delegation or assignment; (6) may make recommendations at the annual meeting; and (7) perform all other duties pertaining to the office of President or that may be specified in these bylaws or by majority vote of the board.
(b) Vice President: The Vice President shall serve as an assistant to the President and perform such duties as may be delegated or assigned by the President or the board. In the absence of the President, or in the event of the President’s disability or refusal to act, as determined by a vote of the board, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers and limitations of the President.
(c) Treasurer: The treasurer shall: (1) Oversee the financial condition of the Club and ensure the finances of the Club are properly managed, (2) maintain custody of all Club funds, (3) oversee the budget planning process, (4) ensure adequate income is available to meet budgeted expenses, (5) collect the dues of members, (6) receive and disburse Club funds, (7) maintain an accurate account of all financial transactions, (8) timely file any federal, state or local tax returns, (9) provide accurate financial reports to the board and the membership and (10) perform such other duties as delegated or assigned by the President or the board.
(d) Secretary: The secretary shall: (1) Record and keep accurate minutes of all board and membership meetings, (2) maintain a list of members, (3) provide notice of the date, time and place of the annual meeting and any special meeting of the membership, and (4) verify the list of members eligible to vote at an annual or special meeting, and be responsible for recording and tabulating the votes at such meeting.
(e) Directors at large: The directors who are not officers shall assist the officers in the management of the Club and perform such duties as delegated or assigned by the President or the board
(e) Executive Director. The board may, at its first meeting in each calendar year, enter into a contract with an individual to serve as the executive director of the Club. The contract shall be for a period of one year and renewable at the discretion of the board, and may provide for a stipend to be paid to the executive director in such amount as shall be fixed by the board. Not later than October 1st of each year, the individual serving as executive director shall notify the board as to whether they desire to be reappointed as executive director. The executive director shall assist the board in the management of the Club and administration of its activities, and perform such other duties as the President or board may assign. The executive director shall serve as an ex officio, nonvoting member of the board.
(a) The board may establish committees, appoint members and dissolve committees as it deems necessary to carry out the purposes of the Club. Such committees may include, but not be limited to, an audit and finance committee, a Get Ready to Run 5K committee, a race committee and a social committee. The board shall specify the duties of any committee and the board’s expectations for such committee. A committee shall keep the board informed of its activities and progress. The board shall at all times have oversight over a committee and may accept, reject or modify its activities or recommendations. Members of a committee shall serve for such term as specified by the board.
(a) An annual meeting of the members of the Club shall be held at a date, time and place specified by the board.
(b) Special meetings of the members of the Club may be held when deemed necessary by the President. The President shall call a special meeting upon the majority vote of the board or the written request of at least twenty-five per cent of the total membership of the Club
(c) The board shall provide notice of the date, time and place of the annual meeting or a special meeting and, if a special meeting, the purpose of such meeting, by electronic mail, by regular United States mail if requested by a member, by posting on the Club’s website, or by other means as the board may direct, not less than ten nor more than thirty days prior to the meeting.
(d) Members may participate in an annual or special meeting by being present in person at such meeting or by means of a telephone conference, virtual meeting platform or other similar means of communication that allows all participants to hear and communicate with each other, and such participation shall constitute presence in person at such meeting.
(e) Each person holding an individual membership and each person sixteen years of age or older who is included in a family membership
shall be entitled to one vote at any meeting, except as otherwise provided in these bylaws.
(f) The order of business at the annual meeting shall be:
(1) Call to order;
(2) Reports of officers;
(3) Report of board of directors;
(4) Report of committees;
(5) Election of officers and directors;
(6) Adjournment.
(a) Members of the board of directors shall be elected at, or prior to, the annual meeting of the membership.
(b) Voting by the membership of the Club for candidates for the board of directors shall be conducted as provided in Article XI.
(c)(1) In December 2024, an election shall be conducted to fill any vacancies on the board of directors anticipated to occur prior to December 31, 2024. Candidates shall run for a position on the board and not for a particular office. A member elected at such election shall serve for a term of one year and such member’s position on the board shall be determined as provided in subsection (f) of this Article. Each member of the Club shall have one vote for each declared vacancy. The candidates receiving the most votes for the vacant positions shall be elected to those positions. If there is a tie vote for the last vacant position, a runoff election shall be conducted between those candidates.
(2) Any member of the board of directors incumbent on the date of such election who has announced their intent to continue to serve on the board shall serve until the next election in 2025, or until a successor is appointed or elected, and such member’s position on the board shall be determined as provided in subsection (f) of this Article.
(d) In 2025, and every odd-numbered year thereafter, an election shall be conducted for all seven members of the board. Candidates shall run for a position on the board and not for a particular office. A member elected at such an election shall serve for a term of two years and such member’s position on the board shall be determined as provided in subsection (f) of this Article. Each member of the Club may cast one vote for each candidate for the board, not to exceed seven votes. The seven candidates receiving the most votes shall be elected to the board. If there is a tie vote for the seventh board position, a runoff election shall be conducted between those candidates.
(e) Candidates elected to the board shall commence their term of office upon announcement of the election results at the annual meeting.
(f) At the first meeting of the board of directors after an election, the members of the board shall decide among themselves which board members will serve as President, vice-President, treasurer and secretary.
Whenever the vote of the membership of the Club is required or desired, whether with respect to the election of the directors, the approval of a proposed amendment to the bylaws, or any other matter coming before the Club, the vote may be conducted (1) by means of a vote of the members of the Club physically present at an annual or special meeting, or (2) by means of a vote of the members of the Club cast by electronic means at or prior to an annual or special meeting, or at such other time as specified by the board, or (3) by a combination of the procedures set forth in (1) and (2).
(a) The board may authorize the President, any officer or the executive director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club.
(b) All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club shall be signed by an officer of the Club or the executive director.
(c) All monies payable to the credit of the Club shall be deposited in financial institutions that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency.
(d) The President shall review the status of the general fund on a regular basis. The President, in consultation with the treasurer, may determine amounts necessary for routine operating expenses. If excess funds are available, such funds may be invested or distributed to such beneficiaries as specified by the board.
(e) The board, on behalf of the Club, may accept gifts, donations and grants of funds, property or services from public or private sources for the purpose of the programs and activities of the Club and in furtherance of the mission of the Club.
(a) No part of the net earnings of the Club shall inure to the benefit of, or be 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 of these bylaws.
(b) The Club may not participate in, or intervene in, including the publishing or distribution of statements with respect to, any political campaign on behalf of any candidate for public office.
(c) Notwithstanding any other provision of these bylaws, the Club may not carry on any other activities not permitted to be carried on by a corporation (1) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any subsequent federal tax code, or (2) contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or corresponding section of any subsequent federal tax code.
(d) Upon dissolution of the Club, the board shall distribute any funds remaining in the treasury, after all creditors have been paid, to the Road Runners Club of America or other nonprofit organization that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any subsequent federal tax code.
(a) The Club shall maintain (1) general liability insurance, and (2) directors & officers insurance, through the Road Runners Club of America or other appropriate insurance provider.
(b) The directors and officers of the Club shall be immune from civil liability for any act, error or omission resulting in damage or injury to the full extent provided in Section 52-557m of the Connecticut General Statutes.
(c) Indemnification of directors, officers and agents of the Club shall be in accordance with Sections 33-1116 to 33-1125, inclusive, of the Connecticut General Statutes.
XV. SAVINGS CLAUSE
The failure to literally or completely comply with the provisions of these bylaws with respect to dates, times and notice, or the sending or receipt of the same, or errors in phraseology of a notice or a proposal, shall not invalidate the actions or proceedings of the members at any meeting provided the members determine that no substantial impairment of the rights of the members has occurred.
The failure to literally or completely comply with the provisions of these bylaws with respect to dates, times and notice, or the sending or receipt of the same, or errors in phraseology of a notice or a proposal, shall not invalidate the actions or proceedings of the members at any meeting provided the members determine that no substantial impairment of the rights of the members has occurred.
(a) These bylaws may be amended by a two-thirds vote of members present and voting at, or prior to, an annual or special meeting.
(b) A proposed amendment to the bylaws must be submitted in writing to the board not later than forty-five days prior to the date of the annual meeting. The board may consult with the proponent of the amendment concerning its possible editing, interpretation or modification. The board shall determine its position with respect to the proposed amendment as being in favor, against or in favor with a recommended change. The board shall include the proposed amendment, together with the board’s position on it, in the notice of the annual meeting.
(c) An amendment becomes effective upon adoption by the membership, unless a different date is specified in the amendment.
(a) The board may revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the Club, to eliminate errors, to correct spelling, punctuation and grammar, to provide consistent numbering or lettering, and to improve organization and sequence, provided such actions do not change the meaning of any provision.
(b) The board shall appoint a committee every five years for the purpose of reviewing the bylaws. After such review, the committee may recommend to the board any revisions it deems necessary and desirable. If the committee makes a recommendation for a revision that is a substantive, rather than technical, such recommendation shall be deemed a proposed amendment and the board shall follow the procedure set forth in Article XVI.
Note: This most recent revision of the bylaws was proposed to GRR Membership in November 2024 and approved December 2024