BY-LAWS OF THE ASHBURN AREA RUNNING CLUB CHAPTER OF THE NORTHERN VIRGINIA AREA RUNNING CLUBS

 I.                TITLE

The name of this association shall be The Ashburn Area Running Club Chapter of the Northern Virginia Area Running Clubs (the “Association”).

II.               PURPOSE

The Association is a Northern Virginia area running club, formed by runners and walkers, operating under these By-Laws.  The purpose of the Association is to promote and encourage running and walking as a means of physical fitness, wellness, recreation and competition.  In furtherance of this purpose, the Association may conduct competitions on the road or track, fun runs, lectures and other recreational activities, demonstrations and clinics, and social events; print and/or publish books, magazines, newsletters and other written materials; make awards, engage in community and civic activities, participate in competitions, and otherwise publicize and promote by appropriate means the benefits of running and walking.

III.              AFFILIATION

The Association shall be a chapter of the Road Runners Club of America, and all measures adopted by that body shall be considered by the Association as it conducts its activities in the reasonable exercise of its own sole discretion.

IV.              MEMBERSHIP

Individuals who wish to participate in the activities of the Association shall submit dues and an application for membership, remain current in the payment of dues, and abide by the provisions of these By-laws.

V.               MANAGEMENT

The management of the Association shall be vested in a Board of Directors consisting of a President, a Vice President, a Secretary and a Treasurer.

Duties of Officers

• The President shall preside at meetings, represent the Association in dealings with the Road Runners Club of America, call any special meetings, and appoint committees and chairpersons thereof.
• The Vice President shall assume the responsibilities of the President in her/his absence; and take on special assignments as requested by the President.
• The Secretary shall record minutes at meetings, keep a file of such minutes and other Association records and correspondence and record keeping as requested by the President.
• The Treasurer shall collect dues, maintain financial records and disburse funds as directed by the Board of Directors from time to time.

• Officers shall be elected during the month of December for the following calendar year by a majority of the active members who vote in the election. In keeping with the Conduct of Business presented in these by-laws, at the Board’s discretion, active members may either be poled at an Association meeting or through any other methods determined by the Board of Directors to be effective and timely in order to conduct the officer elections.  A majority of the active members who respond to the election poling is required to approve each of the newly elected officers.
• Newly elected officers shall take office during the first 31 days of the following calendar year at a date agreed upon by the incumbent and newly elected officers.
• The term of office of all officers shall be for one year until the succession of new officers who are elected at the next annual election take office. Officers may be elected to succeed themselves, but may only serve for a total of 4 sequential terms (4 years) for the same officer position, unless as specified in subsection 5 of this section, a position becomes vacant and the Board of Directors appoints said person to fill the same officer position until another suitable candidate can be found. After a period of 2 years, the same person may run again and if elected, serve in the same officer position as he or she has done before for 4 sequential terms.
• Officers who resign shall be replaced at a date deemed timely by the Board of Directors by a special election by a majority of the paid members who respond to the special election polling.
• If, after a special election, any position on the Board of Directors still remains vacant for any reason, the President with the approval of the Board of Directors may appoint a person to fill the unexpired portion of the term.

1. 1. Parliamentary procedure will be observed at all meetings.
   1. “Active members” shall be defined as those members who have fully paid membership dues for the current calendar year.
   2. At the Board’s discretion, active members may either be poled at an Association meeting or through any other methods determined by the Board of Directors to be effective and timely in order to seek approval of an Association action.  A majority of the active members who respond to a given poling is required to approve all actions of the Association, except amendments to these By-Laws which shall require approval of two-thirds of the active members polled who respond to said poling.
   3. A quorum shall be required to vote on any action, including the amendment of the By-laws. A quorum shall consist of not less than nine members of the Association.  If a quorum is not attained, the vote on the action must take place at a later date when a quorum can be achieved.
   4. Throughout the course of normal day-to-day running of the Association, the Board of Directors may decide amongst itself regarding actions that it deems not substantial enough to put to a vote of the Association’s active members. In such cases, approval amongst the Board of Directors will be determined by a majority vote of the officers. In the case of a tie vote, the President will have the final decision in the matter.
   5. A schedule of meetings will be sent to the members of the Association at the beginning of each year, and members will be notified at least seven (7) days in advance of any special meetings in addition to the regularly scheduled meetings.  Regularly scheduled meetings will be held at least once each quarter of the year.

• This is a non-profit organization.  Dues, entry fees, and other monies received by the Association will be spent entirely for carrying out the stated purpose of the Association.
• No part of the net earnings of the Association shall inure to the benefit of its individual directors, officers or other members.
• Dues shall be determined by a majority of the members present at a meeting of the Association, and shall not be changed more often than once each year.
• The Association is empowered to participate in fund-raising activities.
• The Association will submit a portion of its annual dues (described in paragraph C., above) to the Road Runners of America as membership in that organization shall reasonably require.

VII.          DISSOLUTION

Upon dissolution of the Association, the net assets of the Association after all lawful creditors have been paid shall not inure to the benefit of any private individual, member of the Association, corporation, or other business entity, but shall be distributed to the Road Runners Club of America or such other entity organized and operated exclusively for charitable, educational or other purposed as shall qualify as exempt organization under Section 501©(3) of the Internal Revenue Code, as chosen by the Board of Directors of the Association.

October 19, 2012 (update)