Article I.
Name:
1. The name of the corporation is PENSACOLA RUNNERS ASSOCIATION,
INC. The corporation shall hereinafter in these bylaws be referred
to as the PRA.
2. This is a nonprofit organization. In the event
of dissolution of this Association, the funds in the treasury,
after all creditors have been paid, shall go to Road Runners
Club of America or other 501 (c) (3) nonprofit organization.
Article II.
Admissions To Membership:
1. All persons who exhibit a genuine interest in
participating in or encouraging the promotion of amateur athletics
or physical recreation with emphasis on running, jogging, race
walking, and other aerobic exercises shall be eligible to apply
for membership in the PRA. Membership will be granted to any
individual without regard to age, gender, race, religion or
national origin. There will be two types of members: 1) Individual
or 2) Family. Family membership includes married couples
and their children under the age of 18 or single adults and
their children under the age of 18.
2. Applications for membership shall be made on the form
provided by the PRA, and shall be submitted together with the
membership dues to the Board of Directors or to any officer
of the PRA.
3. Determination of whether an applicant shall be admitted
to membership in the PRA shall be at the sole discretion of
the Board of Directors. The Board of Directors shall be free
to delegate this function to the Secretary or to any other officer
of the PRA.
Article III.
Membership, fees, dues and assessments:
1. The dues of all members shall be payable at the
anniversary of their membership. The amounts of the annual dues
shall be determined by the Board of Directors. If the annual
dues of any member shall be unpaid for more than one month after
notification of renewal, the membership will be terminated.
Any individual whose membership status has been terminated due
to nonpayment of fees may be reinstated by paying the annual
membership fees.
2. The members of the PRA may contribute to the support
of the PRA in the event that the funds provided by the membership
fees are insufficient to meet the expenses of the PRA or in
case funds are needed for any special purposes. Except
as provided in #3, below, the PRA shall not have the power to
levy any general assessment on the members of the PRA or enforce
payment of any amount beyond the annual membership dues.
3. A reasonable entry fee may be levied in connection
with club activities, such as track meets, in order to defer
the expenses of the PRA for trophies, ribbons, certificates,
etc.
Article IV.
Meeting of Members:
1. An annual meeting of the membership will be held
for the election of officers and directors.
2. Notice of each meeting of the members shall be served
either personally or by mail not less than ten or more than
fifty days prior to such meeting,
3. Special meeting of the members for any purpose or
purposes may be called by the Board of Directors, the president
or one quarter of all members of the PRA. Such request must
be in writing and shall state the purpose of the proposed meeting.
Business transacted at any special meeting shall be confined
to the objects stated in the call and matters germane thereto.
4. The presence in person of 20 of the members entitled
to vote, is required and shall constitute a quorum at all meetings
of members, by the Articles of Incorporation or by these bylaws.
5. Each member who is in good standing shall be entitled
at every meeting of the members of the PRA to cast one vote
in person. Family memberships are limited to two votes. The
vote of a majority of the votes entitled to be cast by the members
present at a meeting at which a quorum is present shall be necessary
for the adoption of any matter voted upon by the members.
6. Three inspectors of election may be appointed at each
general or special meeting of the members of the PRA.
Article V.
Censure, Suspension and Expulsion of Members:
1. If the conduct of a member shall appear to the
Board of Directors to be disorderly or to be prejudicial to
the welfare of the good name of the PRA, or if in any way any
member conducts himself/herself in a manner not authorized by
or in violation of the bylaws of the PRA, the member may be
subject to censure, suspension, or expulsion, at the discretion
of the Board of Directors depending on whether said misconduct
or infraction be slight or serious. Any misconduct or infraction
which may be regarded as merely to subject the offending member
to censure for the first offense, shall subject the member to
suspension or expulsion upon the repetition of such misconduct
or infraction.
2. The Board of Directors shall inform the offending
member by written notice which shall be served upon the member
personally or by mail directed to the member's address as it
shall appear on the books and records of the PRA informing the
member of the nature of the misconduct or violation and of the
time appointed when the member may be heard in the member's
defense before the Board of Directors, which time may not be
less than five days after the service of such notice.
3. At such hearing before the Board of Directors, of
which a record shall be kept, the offending member shall be
given an opportunity to be heard in the member's own defense
in person or by attorney and at the discretion of the Board
of Directors the member may be exonerated, censured, suspended
or expelled. In case such offending member shall not appear
at the time fixed for the hearing, judgment shall be passed
upon the member by default.
4. In all cases where an offending member be suspended
from membership in the PRA, the member shall be deprived of
all rights and privileges of membership for such period as shall
be adjudged by the Board of Directors in the particular case
and at the expiration of such period such member shall be restored
to all the rights and privileges of membership after application
or request for reinstatement.
Article VI.
Directors
1. The affairs of the PRA shall be managed by a Board
of at least ten directors, all of whom shall be members of the
PRA. The directors shall be elected at the annual meeting of
members to serve two years or until their successors shall be
elected. Upon completion of their term of office members may
not again serve on the Board until after a lapse of one
year. Accordingly, the expiration of the Directors' terms of
office shall be staggered so that no more than one-half of the
two year terms will be filled in one year.
2. In addition to the powers by these bylaws expressly
conferred upon them, the Board of Directors may exercise such
powers and so such lawful acts and things as are not by statue
or the articles of incorporation of these bylaws required to
be exercised by the members or officers. The Board of Directors
may, in the name of the PRA, at its discretion, institute legal
proceedings for the collection of all indebtedness owed by such
former member to the PRA in connection with the use and enjoyment
of any of the facilities or conveniences of the PRA for which
a special fee is payable
3. The Board of Directors of the PRA shall publish annually
a financial statement verified by the President and Treasurer,
or by a majority of the directors, showing the whole amount
of real and personal property owned by it, where located, and
where and how invested. Such report shall be filed with the
records of the PRA and an abstract thereof shall be entered
in the minutes of the proceedings of the February Board
meeting at which the report is presented.
4. Special meetings of the Board of Directors may be
called by the President on two days' notice to each director
either personally or by mail or by wire; special meeting shall
be called by the President or Secretary in like manner on the
written request of two directors.
5. At all meetings of the Board of Directors the presence
of a majority of the directors shall be necessary to constitute
a quorum and sufficient for the transaction of business and
any act of majority of the directors at a meeting at which there
is quorum shall be the act of the Board of Directors Officers
shall be allowed to vote but are not considered part of the
quorum.
Article VII.
Officers:
1. The Officers of the PRA shall be a President,
Vice-president, Secretary, and Treasurer. In addition, the PRA
may have such Assistant Secretaries and Assistant Treasurers
as may be appointed by the Board of Directors as needed. All
Officers shall be members of the PRA in good standing. Each
Officer shall be entitled to one vote with the exception of
the President who shall vote only in the case of a tie.
2. Officers shall be elected at the annual meeting of
members and shall hold office for one year and until their successors
are elected and qualify. The Vice President of the PRA shall
be elected for a term of two years at the annual meeting of
the members and will serve as President-elect for the first
year of the term and as President for the second year when validated
by the Board and affirmed by the membership. The Secretary and
Treasurer may be elected to serve additional, consecutive terms.
The terms for Board members and Officers begin in June.
3. The President of the PRA, or in the member's absence,
the Vice-president, Treasurer, or Secretary, successively, shall
preside at all meetings of members and of the Board of Directors
and shall perform the duties usually confirmed upon a presiding
officer; the presiding officer shall see that all orders and
resolutions of the Board of Directors are executed.
4. The Secretary or designee shall attend all meetings
of the Board of Directors and all annual, regular, and special
meetings of members and shall act as clerk of each meeting,
recording all votes and the minutes of all proceedings. The
Secretary shall perform like duties for any committee of members,
if so required by resolution at any annual, regular, or special
meeting of members. The Secretary shall give notice of all annual,
regular, or special meetings of members or of the Board of Directors.
The Secretary shall receive all applications for membership
and shall present such applications to the Board of Directors
for approval or rejection and shall keep in safe custody the
seal of the PRA and when authorized by the Board of Directors
or executive committee shall affix it to any instrument requiring
a seal. The Secretary shall conduct the correspondence of the
PRA and shall execute all instruments as may be officially authorized.
5. The Treasurer shall have the custody of all funds
and securities of the PRA and shall keep full and accurate accounts
of receipts and disbursements in the books belonging to the
PRA and shall deposit all moneys and other valuable effects
in the name and to the credit of the PRA in such depositories
as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the PRA as may be ordered by the
Board of Directors, taking proper vouchers for such disbursements,
and shall render to the members at their regular meetings or
whenever they may require it, an account of all his/her transactions
as Treasurer, and of the financial condition of the PRA.
6. If for any reason there shall be a failure to elect
all the members of the Board of Directors or any officer, the
Board of Directors at its next meeting shall fill the same.
7. In case of the absence of any officers of the PRA,
the powers and duties of such officer may be delegated to any
other officer or member for the time being by the Board of Directors.
Article VIII.
Vacancies:
1. Any director or officer may resign his/her office
at any time, such resignation is to be made in writing and to
take effect from the time of its acceptance by the Board of
Directors. The acceptance of a resignation shall be required
to make it effective.
2. Any officer may be removed by the Board of Directors
or the general membership whenever, in their judgment the best
interests of the PRA, will be served thereby.
3. If the office of any director or any officer becomes
vacant for any reason, such vacancy shall be filled by the Board
of Directors.
4. A director may be removed from their office at a meeting
of members called expressly for that purpose, by majority vote
of a quorum.
5. Any vacancy occurring in the Board of Directors,
may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors.
Article IX.
Compensation of Directors and Officers:
No director or officer shall receive directly or indirectly
any salary, compensation, or emolument from the PRA. The remuneration
of all other agents and employees and servants shall be fixed
from time to time by resolution passed by a majority vote of
the Board of Directors.
Article X.
Contracts:
No contract relating to the operations conducted by the
PRA or for the furnishing supplies to the PRA shall be invalidated
by reason of the fact that any director or officer of the PRA
is interested therein either as party to the contract or as
member of the firm, partnership, or stockholder in a corporation
which is a party to such contract, so long as such contract
is at arms length.
Article XI.
Seals:
The seal of the PRA shall be circular in form and shall
bear the name of the PRA, the word "Florida" and Corporation
Not For Profit" and the year of incorporation.
Article XII.
Checks:
All checks or demands for money and notes of the PRA shall
be signed by such officer or officers as the Board of Directors
from time to time designate.
Article XIII.
Miscellaneous:
1. One person may be both Secretary and Treasurer.
2. No part of the net earnings of the corporation shall
inure to the benefit of any member.
3. The fiscal year of the PRA shall begin the first
day of January each year and end the last day of December of
that year.
Article XIV.
Ad hoc Committees.
1. Such standing and special committees as shall be necessary
to effectuate the business of the PRA may from time to time
be established by the Board of Directors and the officers, including
specifically an audit committee. The audit committee shall audit
the financial accounts of the organization at least once a year.
[Added as an amendment in 6/99]
2. Each individual PRA event will have a draft budget
approved by an affirmative vote by the Board of Directors before
any funds can be disbursed for an event. After each event
a listing of all funds received and disbursed shall be prepared
for the Board of Directors. [Added as an amendment in 6/99]
3. A nomination committee shall be established by the
President ninety days prior to the annual meeting of the general
membership. The committee will be responsible for soliciting
nominations for the Officer positions and the vacant Board of
Director positions. Prior to the annual meeting, the committee
must present the slate of nominees for approval by the outgoing
Board of Directors. The Chairperson of the nominating
committee shall be the outgoing President.
Article XV.
Amendments:
These bylaws or any of them, may be altered, amended or
repealed at any annual, regular or special meeting of members
by affirmative vote of at least a majority of the voting members
present, provided notice of intention to amend the bylaws have
been contained in the notice of the meeting.
