Bylaws of the Maui Road Runners; dba Maui Aloha Running Club

Created: December 2007

I. Title:
The name of the association shall be Maui Road Runners; dba Maui Aloha Running Club hereafter referred to as "the club".

II. Objective:
The prime object of the club will be the promotion and encouragement of running and the education of the public to its benefits. Methods to do this will include, but are not limited to, promoting long distance running events from the 5K through Marathon Distances, Cross-Country, and track running for all ages on Maui; provide activities which further the running ability of the members of the club; provide financial assistance to the County of Maui, schools, as well as any other worthwhile local organizations interested in promoting running; sponsor on its own or in conjunction with other running organizations a Track and Field program for all ages.

In furtherance of the club's objectives it may hold championships, races on the road or track, lectures, fun runs, other educational activities, demonstrations, clinics and social events; to print and publish books, magazines and newsletter; make awards; and do all such other things as may be conducive to the encouragement of running. .

III. Affiliation:
The club will be a chapter of the Road Runners Club of America, and all measures adopted by that body must be considered by the club.

IV. Membership:
Individuals who wish to participate in the activities of this organization will submit dues and an application for membership. Classes of membership and the applicable dues will be established by the Board and can only be changed annually.

V. Management and Governance:
The management of the club will be vested in a seven member Board of Directors. These directors will elect the following officers: president, vice-president, secretary, and treasurer. The remaining three will be at large members. Their duties will be as follows:

A. President - to preside over meetings, represent the club in the RRCA, to call any special meetings, and to appoint committees and the applicable chairpersons. The President is responsible for the overall proper functioning of the club.

B. Vice-President - to assume the powers of the president in his/her absence and to take on special assignments as requested by the President.

C. Secretary - to record and keep on file minutes of Board meetings, to keep in proper format the club's historical data, when requested by the president to accept assignments normally associated with an organization's secretarial duties. The Secretary will also keep and maintain the membership files of the club though others may also be appointed to assist in this function.

D. Treasurer - to maintain the financial records of the club and provide monthly financial reports to the Board and at other times as might be requested by the President; to prepare payments for club expenditures and deposit money received for club events (Note: Internal controls will be established to provide for proper separation of duties so the Treasurer does not have sole access to the club's funds and its disbursements); to direct the preparation or prepare on his/her own if duly qualified the annual tax return(s) and other applicable federal and state tax reports though outside assistance may be engaged to do this service upon approval of the Board.

E. At Large Board Members: The at large Board members will be assigned duties for various projects that the club will need performed such as newsletter, publicity, race committee, etc. An at large Board member may head more than one project or may serve without heading any project.

F. Eligibility, Election, and Term of Office: All officers will be elected by the Board. All Board members will be elected by the general membership. To vote on any measure including electing Board members, the person must have been a regular member of the club for at least thirty days prior to the vote. People in special classes, such as honorary or who receive a reduced fee, such as a student, are not eligible to vote. A family membership is entitled to one vote only representing that membership. A majority vote of the ballots cast for each position is needed to be elected. For an officer, a majority vote of the Board members present as long as at least three members are present. Board members will be elected on a staggering basis so no more than 3 members' terms will expire in any year. If a Board member resigns before his/her term is completed, the remaining Board members will appoint a club member to serve out the remaining portion of the resigning Board member's term. If an officer resigns, the position will be filled by the Board after the new Board member is selected.

Board members may serve two, three year terms before they have to leave the Board for at least one year. Officers will serve a one year term and may be elected to succeed themselves or to serve in another officer position. To be an officer you must be elected to the Board and serving as a Board member. The election of officers will occur at the annual meeting after the new Board members are elected and recognized. The term of office for Board members/officers will be from when elected until replaced at the next annual meeting. The annual meeting will be held in April of each year at a time and date selected by the Board.

All members of the club in good standing are eligible to serve as a Board member. Each year at the club's annual meeting, the new Board members will be elected by the membership. The President will appoint a nominating committee comprised of the President, another officer, and an at large Board member to provide a list of candidates of not less than one nor more than three for each Board member position to be elected at the annual meeting. This slate will be delivered to the membership at least thirty days prior to the annual meeting. The members can either mail in their ballot or cast it at the meeting. Procedures will be designed to assure the anonymity of each ballot no matter how submitted.

G. Procedural requirements - The Board is responsible for the operations of the club. Special Board meetings may be called by the President upon ten days written notice to all Board members. At least three Board members may call a special meeting upon twenty days written notice to all Board members. The general membership comprising at least ten members may call a special membership meeting upon thirty days written notice. The Board may waive the notice requirement time frame if all Board members agree. Email or other methods normally used to communicate with Board members will constitute written notice.

Special meetings must state the sole purpose for the meeting. Only one topic may be discussed and voted upon though that topic could cover many motions and require many separate votes.

A majority vote of those present at either Board or membership meetings (regular and special) is required to pass any measure except for Bylaw changes. Changes in the Bylaws can only be done by a two-thirds vote of those constituting a quorum at the annual meeting. The mailed ballot for the election of Board members will contain any Bylaw changes. A quorum for a Board meeting (regular or special) is defined as at least three Board members in attendance. A quorum for the annual meeting or a special membership meeting is defined as those attending plus the mailed in ballots if any.

Parliamentary procedure will be carried on at meetings via Robert's Rules of Order which will be held monthly as much as possible but at least quarterly. An agenda will be prepared and distributed to Board members prior to their monthly meeting if practical but at least at the meeting. Items may be brought up that are not on the agenda but the President has the authority to table the item until the next regular Board meeting at which point it has to be on the agenda for action.

VI. FINANCES:
This is a non-profit organization. Its financial year will be the calendar year of January 1 - December 31. Dues, entry fees, and other monies received by the club will be spent entirely for carrying out the stated objectives of the club. No part of any surplus the club may generate will be paid to any member, Board member or officer. No Board member or officer will be paid for performing his/her duties for holding that position. However, members, Board members, and officers may be paid for performing other duties associated with the club that are outside their positions as Board members or officers such as being a race director for a race. Any payment for these other duties must be approved by the Board.

Dues for the various membership classes will be determined by the Board and may only be changed annually. The club is permitted to participate in fund-raising activities to support its objectives.

The club will submit the appropriate membership fees to the RRCA and other running organizations to which it wishes to belong. All other organizations must be related to the club's objectives.

VII. DISSOLUTION:
In the event of dissolution of the club, the funds in the treasury, after all creditors have been paid, will go to the Road Runners Club of America or another 501(c)(3) non-profit organization as the Board will decide.