Bylaws
I. TITLE
The name of the Association shall be the Kansas City Express, Inc., hereafter referred to as the “Express” or “the club.”
II. OBJECTIVES
A. Promote women’s fitness and health through running and walking.
B. Sponsor and promote the Mother’s Day 5K Run/Walk.
C. Provide a running network and support group for women runners and walkers.
D. Sponsor educational programs and training teams for female runners and walkers, to improve their fitness levels.
III. MEMBERSHIP
Individuals who wish to participate in the activities of this organization shall submit an application for membership and dues as set by the KC Express Executive Board.
IV. OFFICERS
A. The management of the Express shall be vested in an Executive Board consisting of a President, President-Elect, Treasurer, Secretary and Race Director, selected in the manner provided herein.
B. The duties of the officers include the following and may be further described in the Express Policies and Procedures, as adopted by the Executive Board:
1. President – To provide leadership for Express activities in accordance with club purposes, to preside over meetings, to call special meetings, to appoint committees and chairpersons thereof, and to represent the club as needed in the local and greater community.
2. President-Elect – to assume the powers of the President in her absence and to take on special assignments as requested by the President.
3. Treasurer – to keep financial records for the Express and be responsible for the collection and disbursement of funds, including maintenance of the Express bank accounts.
4. Secretary – to record meeting minutes, to keep a file of such minutes, to arrange for the keeping of membership rosters, to keep other records and handle correspondence as requested by the President.
5. Race Director – to provide leadership for the Mother’s Day 5K Run/Walk or other Express sponsored runs or walks.
C. Eligibility – Any member of Express who is a member in good standing, defined as current in dues payment, is eligible for election as an officer.
D. Election
1. The Express membership shall elect annually a President, President-Elect and Secretary and every two years a Treasurer. The Race Director shall be chosen by the Executive Board.
2. Nominations shall be made by the Executive Board and may be received from any member. Nominations may be made in person or by phone or mail. All candidates nominated should agree to accept the proposed appointment before officers are elected.
3. Nomination shall be announced in the November newsletter of each year for the December elections.
4. Votes will be tallied at the December meeting of each year. Members must be present to vote.
E. Term of Office
1. Terms of office shall be one year for President, President-Elect, and Secretary, beginning January 1 of each year. The term of the Treasurer will be two years, beginning January 1 of each year. The term of the Race Director shall
be one year, beginning July 1 of each year.
2. Officers may be elected to succeed themselves, with the exception of
President and President-Elect.
3. In the event of a resignation, the Executive Board shall be empowered to
select a person to complete the unexpired term of office.
V. STANDING COMMITTEES AND CHAIRS
Standing Committee Chairs are appointed by the President. Term of appointment is one year.
The Standing Committees may include, but are not limited to, the following: Race Committee, Membership Committee, Saturday Group Run and Saturday Group Walk Committees, Training Committee, Publicity Committee, Newsletter Committee, Hospitality Committee, Clothing Committee, Volunteer Committee, Strategic Planning Committee, Finance Committee. The duties of the Standing Committees and their Chairs may be further described in the Express Policies and Procedures, as adopted by the Executive Board:
VI. MEETINGS OF EXECUTIVE BOARD
The Executive Board shall meet at least quarterly, and more frequently if needed upon the request of the President. These meetings shall be governed by Robert’s Rules of Order. A quorum shall consist of a majority of the officers. A majority vote of those present and constituting a quorum shall be required to pass a motion.
VII. MEETINGS OF MEMBERSHIP
A. The club shall meet the first Tuesday of each month. In the event of a conflict, e.g. July 4 or other generally observed legal holiday, the President shall announce an alternate date. These meetings shall be duly announced in the monthly electronic Express newsletter and on the Express website.
B. For any vote required of the membership at any meeting, a quorum shall consist of five percent (5%) of the membership. A majority vote of the members in good standing present and constituting a quorum shall be required to pass a motion.
C. Members in good standing are those who have paid any assessed dues at the time of the meeting. No proxy voting is allowed. Members must be present to vote.
D. These meetings are intended to disseminate information about the Express to members and guests. Speakers may be invited to address different topics of
interest to members.
VIII. NEWSLETTER
The objectives of the Express shall be furthered, in part, through the publication of a monthly electronic newsletter. The newsletter will be furnished to each member in good standing as a benefit of membership in Express. It shall also serve as a vehicle to provide information from the Executive Board and any contributing current member.
IX. FINANCES
A. The Express is a nonprofit corporation and is recognized, either independently or through affiliation with the Road Runners Club of America, as a 501(c)(3) organization by the Internal Revenue Service. Dues, entry fees, and other monies received by the Express will be spent solely for carrying out the stated purposes of the organization. The Express is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
B. Members using Express funds for any purpose shall give a full record of expenditures to the Treasurer. The Treasurer shall determine if the expenditures are within the budget and have been used for the stated purposes of the Express. If the funds are in excess of the budgeted amount, not listed in the budget and/or the purpose of the expenditure is in question, the expenditure must be approved by the Finance Committee or if no Finance Committee, the Executive Board.
C. The Express shall be empowered to participate in fund-raising activities. No substantial part of the activities of the Express shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Express shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision the Express articles of incorporation, the Express shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
D. No net earnings of the Express may inure to any of the officers or to any individual members. No officers may profit from their office, with the exception of the Race Director and any Co-Race Director who may receive reasonable compensation for their services as determined by the Executive Board.
E. The annual budget will be developed by the Finance Committee, adopted by the Executive Board (or if no Finance Committee, as developed and adopted by the Executive Board) and presented to the membership for comment at the February meeting. The Treasurer will prepare a monthly report for the membership on the status of the annual budget.
F. The tax year for the Express shall be the calendar year.
G. The Executive Board may invest Express funds not needed for the day-to-day operation of the Express or the annual running event sponsored by the Express as recommended by a certified financial planner and approved by 75% of the Finance Committee, or if no Finance Committee, by the Executive Board.
X. AMENDMENTS
A. Proposed amendments to these Bylaws shall be published in the Express newsletter.
B. The membership shall vote at a monthly meeting following announcement of the proposed amendment.
C. An amendment shall be adopted if approved by a 2/3 majority of the votes received from the members in good standing in attendance at the meeting.
XI. DISSOLUTION
In the event of dissolution of the Express, the funds in the Treasury, after all creditors have been paid, shall go to a non-profit organization which promotes the objectives of the Express and is recognized as a 501(c)(3) organization by the US Internal Revenue Service. The selection of the non-profit organization shall be determined by a majority vote of the members attending the meeting which dissolves the Express. Any such assets not disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.