CARA

Organizational Bylaws

BYLAWS
of the Chicago Area Runners Association, Inc.
(Including amendments through November 16, 2017)
 
ARTICLE I
 
 
 
Names and Offices of the Corporation
 
 
SECTION 1.  Name.  The name of the corporation is CHICAGO AREA RUNNERS ASSOCIATION, INC.
 
 
SECTION 2.  Offices.  The Principal office of the corporation shall be located in the Chicago, Illinois metropolitan area.  The corporation may have such other offices as the Board of Directors may determine or as the affairs of the corporation may, from time to time, require.
 
 
SECTION 3.  Registered Office and Registered Agent.  The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office as required by the Illinois General Not-For-Profit Corporation Act of 1986.  The registered office may, but need not be, identical with the principal office and the identity of the registered agent may be changed from time to time by the Board of Directors.
 
 
 
ARTICLE II
 
 
 
Purpose
 
 
SECTION 1.  Purpose.  The corporation is organized under the Illinois General Not-For-Profit Corporation Act of 1986.  The Chicago Area Runners Association is a service organization dedicated to: 1) Improving the health of the general community through increased awareness of the benefits of running as a form of recreation; 2) Educating the general public about the benefits of running and physical activity through public clinics, seminars, and publications; 3) Promoting safety in recreational running and competitive racing; 4) Functioning as a running information clearinghouse for individuals and organizations.
 
 
 
ARTICLE III
 
 
 
Members
 
 
SECTION 1.  Categories of Members.  The designation of each category of member of the corporation and the qualifications of the members of each category shall be as follows:
 
 
    Club:  Running clubs, running organizations, and corporations interested in the furtherance of the goals and purposes of the corporation.
 
   Individual:  Individuals (or families) interested in the furtherance of the goals and purposes of the corporation. Members of the Chicago area running clubs shall be encouraged to join and participate in the corporation.  A Family member shall be treated as one Individual member for all purposes under these bylaws.
 
SECTION 2.  Application for membership.  All eligible individuals and clubs wishing to become members of the corporation shall submit a written application for membership in such form as the Board of Directors may from time to time prescribe.  Upon submission of such application and the payment of the applicable dues the applicant shall be considered a member in good standing of the corporation.
 
 
SECTION 3.  Voting Rights.  Each member in good standing shall be entitled to one vote on each matter before the general membership.  A Club member’s vote shall be cast by a representative designated by the member in writing at the time of application, which representative may be changed from time to time by the member by delivery of notice thereof to the Executive Director no later than fifteen (15) days prior to any vote.
 
 
SECTION 4.  Termination of Membership.  The Board of Directors by a two-thirds affirmative vote may suspend or expel any member for cause after an appropriate hearing.
 
 
SECTION 5.  Resignation.  Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid.
 
 
SECTION 6.  Default and Termination of Membership.  When any member of the corporation shall be in default in the payment of dues for a period of one month from the beginning of the period for which dues become payable, such member shall cease to be a member.
 
 
SECTION 7.  Reinstatement.  In those instances in which a membership has been terminated by action by the Board of Directors, the former member may petition the Board of Directors for reinstatement by filing a written request with the Secretary of the corporation.  A two-thirds affirmative vote by the Board of Directors reinstates such membership.
 
 
SECTION 8.  Transfer of membership.  Membership in the corporation is not transferable or assignable.
 
 
 
ARTICLE IV
 
 
 
Meeting of Members
 
 
SECTION 1.  Annual Meeting.  The annual meeting of members shall be held at such time and place as may be determined by the Board of Directors in accordance with the laws of the State of Illinois for the purpose of announcing the results of the election for President, Vice-President, and Directors, to inform the membership of the status of the organization, and for any other business necessary.
 
 
SECTION 2.  Special Meetings.  Special meetings of the members may be called by the President, the Board of Directors or not less than one-tenth of the members.
 
 
SECTION  3. Manner of Voting.  Members must vote in person.  A vote of the majority of members present at a meeting at which a quorum is present shall constitute the action of the members of the corporation, except as otherwise provided by law or these Bylaws.
 
 
SECTION 4.  Notice of Meeting.  The Secretary shall give notice of each annual and special meeting of members not less than five nor more than sixty days prior to the date of such meeting by mailing notice of such meeting to each member at the member’s last known address as shown in the records of the corporation or by delivering the same to the member personally.  Notice of any meeting called for the purpose of the merger, consolidation, dissolution or sale of the corporation or for the sale of substantially all the assets of the corporation shall be given not less than twenty nor more than sixty days prior to the date of such meeting. In case of a special meeting, or when required by law or these Bylaws, the purpose for which the meeting is called shall be stated in the notice.
 
 
SECTION 5.  Quorum.  One-fifteenth or 100, whichever is less, of all members shall constitute a quorum at any meeting, provided that, if less than such number of members are present at such meeting, the meeting may be adjourned.
 
 
 
ARTICLE V
 
 
 
Board of Directors
 
 
SECTION  1. General Powers.  The affairs of the corporation shall be governed by its Board of Directors.
 
 
SECTION  2. Number and Qualifications.  The Board of Directors shall consist of nineteen Directors with voting privileges including twelve Directors elected to two-year terms, two Directors appointed by the President to two-year terms, and the President, Vice President, Secretary, Treasurer, and the Immediate Out-going President.
 
 
SECTION 3.  Terms of Office.  No person shall serve more than eight (8) consecutive years as a member of the Board of Directors.
 
 
SECTION 4.  Regular Meetings.  Quarterly Board of Directors meetings shall be at the time and place designated by the Board of Directors.  Meetings of the Board of Directors are open to the membership of the corporation unless attendance is limited to Directors and other specified individuals by the President or by vote of a majority of Directors present at any meeting.
 
 
SECTION 5.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the president or any two Directors.  Unless otherwise specified, special meetings of the Board of Directors are open only to the Board of Directors.
 
 
SECTION 6.  Notice.  Notice of each special meeting of the Board of Directors shall be delivered to each Director at least five days prior to such meeting and not more than sixty days prior to such meeting.  The notice shall state the time and place of the meeting and the proposed agenda. Regular meetings shall be held without notice at the time and place set by the Board of Directors.
 
 
SECTION 7.  Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meetings of the Board of Directors.
 
 
SECTION 8. Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by law or these Bylaws.
 
 
SECTION 9.  Vacancies.  The Board of Directors shall have the power to fill any vacancy occurring on the Board of Directors by appointing a person to fill the position for the remainder of that term.  A vacancy shall be deemed to occur when a Director dies, resigns, or is otherwise disqualified or when a Director has three consecutive unexcused absences from Board of Directors meetings in one year.  Absences may be excused by the President if extenuating circumstances exist (which determination shall be in the sole discretion of the President).
 
 
SECTION 10.  Compensation.  Directors shall not receive any compensation for their services as Directors.  Directors may not concurrently serve as employees of the corporation. This shall not be construed to preclude any Director from serving the corporation in another capacity and receiving compensation therefor.
 
 
SECTION 11.      Conflicts of Interest.  Each Director shall disclose to the Board of Directors those matters with respect to which such Director considers he or she may have a material conflict of interest.  The disclosure shall be made in accordance with the procedures established by the corporation, if any, and at such other times as the Director considers that a relevant undisclosed conflict has arisen.  A Director shall abstain from voting on any matter with respect to which such Director considers that he or she has a material conflict of interest.
 
 
SECTION 12.  Ineligibility of Former Employees.  Former employees of the corporation are not eligible to serve as Directors for a 24-month period beginning the day after their last day of employment in the corporation.
 
 
 
ARTICLE VI
 
 
 
Officers
 
 
SECTION 1.  Officers.  The officers of the Corporation shall be the President, Vice President, Secretary, Treasurer, Immediate Out-Going President, and such other officers as deemed appropriate by the Board of Directors.
 
 
SECTION 2.  Term of Office.  Officers shall serve for a term of two years, with the exception of the Immediate Out-Going President, who shall serve a term of one year.  No person shall serve more than one consecutive term as President, or more than one consecutive term as Vice President.
 
 
SECTION 3.  Vacancies.  Vacancies in any office other than President may be filled at any meeting of the Board of Directors.  In the event a vacancy shall occur in the office of President, the Vice President shall succeed to that office until the expiration of the vacated term.
 
 
SECTION 4.  President.  The President shall be the Chief Governing Officer and Chairperson of the Board of Directors, and in general supervise and control all of the business and affairs of the corporation.  The President shall assume the responsibilities of Chair at all meetings of the members and of the Board of Directors. The President may sign, with the Secretary or any other officer authorized by the Board of Directors, contracts, or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent in the corporation.  In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board of Directors from time to time.
 
 
SECTION 5.    Vice President.  In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
 
 
SECTION 6.  Treasurer.  The Treasurer shall be responsible for ensuring that all funds and securities of the corporation from any source whatsoever are placed in the charge and custody of a responsible agent of the corporation, and that all such monies in the name of the corporation are deposited in such banks, trust companies, or other depositories as the Board of Directors may select, and in general shall perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned by the President or the Board of Directors.
 
 
SECTION 7.  Immediate Out-going President.  The Immediate Out-going President shall be a member of the Board of Directors for one year following his or her time as President.
 
 
SECTION 8.  Secretary.  The Secretary shall be responsible for ensuring that the minutes of the meetings of the members and of the Board of Directors are kept in one or more books provided for that purpose; that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; that a responsible agent of the corporation be custodian of the corporate records and of the seal of the corporation; a register be kept of the post office address or each member which shall be furnished to the Secretary by such member, and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President of the Board of Directors.
 
 
SECTION 9.  Treasurer’s Bond.  The corporation shall give a bond for the faithful discharge of treasury duties in such sum and with such surety as the Board of Directors shall determine.  This bond shall cover the activities of and include all those authorized by the Board of Directors to have access to and power to transfer the corporation’s financial assets.
 
 
 
ARTICLE VII
 
 
 
Elections
 
 
SECTION 1. a. Method of Election.  The slate of the Nominating Committee shall be submitted to the Board of Directors for approval at its October meeting, and if approved, shall constitute the election of officers and directors for the term beginning the following January.  The Nominating Committee shall prepare a slate of candidates for President, Vice President, Secretary, Treasurer, and the necessary number of Directors.
 
 
b.  Nominations by Petition.  Any member in good standing may be nominated for election as an officer or director by a petition signed by five percent (5%) or more of the current members in good standing, and delivered to the corporation office, with proof of delivery, no later than the day prior to the date of the October Board of Directors meeting.
 
 
c. Election by Ballot.  Whenever the number of nominated candidates exceeds the number of elected positions, ballots will be mailed to the membership for election of all offices and directorships to be chosen.
 
 
SECTION 2.  Election Calendar.  Ballots will be mailed to the membership no later than December 5 to be returned to the corporation office no later than three (3) days prior to the annual meeting.  Ballots will be counted prior to the annual meeting and the results announced at the annual meeting.
 
 
SECTION 3.  Staggered Terms of Directors.  Six directors shall be elected to two-year terms each year.
 
 
 
ARTICLE VIII
 
 
 
Executive Director
 
 
SECTION 1.  Position.  The Board of Directors shall hire an Executive Director who shall be responsible to the Board of Directors.  The Executive Director may not concurrently hold a position as Director.
 
 
SECTION 2.  Responsibility.  The Executive Director shall serve as the Chief Executive Officer of the corporation; shall develop and implement the programs of the corporation; shall develop sound fiscal policies for the corporation; shall oversee and coordinate all committees and supervise volunteers and office personnel; shall serve as custodian of all monies, other properties and deeds belonging to the corporation and hold, invest, disburse the same as directed by the Board of Directors; shall perform all other duties incident to the duties of an Executive Director and such other duties as from time to time may be assigned by the Board of Directors.
 
 
SECTION 3.  Compensation.  The Board of Directors shall have complete authority to determine appropriate compensation for the Executive Director.
 
 
 
ARTICLE IX
 
 
 
Committees
 
 
SECTION 1.  Generally.  Committees to fulfill various specific functions may be formed by the corporation.
 
 
SECTION 2.  Standing Committees.  At its first monthly meeting following its annual meeting, the Board of Directors shall appoint the following committees and their members to serve until the first monthly meeting following its next annual meeting:
 
 
  1. Executive Committee.  The Executive Committee shall include the President, Vice President, Secretary, Treasurer, Immediate Out-going President, and at most two (2) other Directors appointed by the President.  Subject to such limitations as may be imposed by the Board of Directors, these Bylaws and applicable law, the Executive Committee may exercise all of the authority of the Board of Directors at such time as the Board of Directors shall not be in session.
  2. Nominating Committee.  A Nominating Committee shall be formed no later than three months previous to each annual meeting of members to prepare a slate of qualified candidates for all open directorships and the offices of President, Vice President, Secretary, and Treasurer.  The members of the Nominating Committee shall be appointed by the Board of Directors. The Nominating Committee shall consist of five (5) persons as follows: A Committee Chair, who shall be an officer who is not a candidate for any office; two (2) directors who are not candidates for any office; two (2) members of the corporation who are not officers or directors nor candidates for any office.
 
 
SECTION 3.  Other Committees.  Other committees may be formed from time to time by the Board of Directors as the need arises.  Officers serving on committees shall serve ex-officio. All committee chairs shall be appointed by the President.
 
 
SECTION 4.  Limitations on Committees.  Except as specifically provided by the Board of Directors, all committees other than the Executive Committee shall be advisory committees and shall not have any power to act for the Board of Directors.  No committee shall exercise the authority of the Board of Directors in reference to (1) adopting a plan for the distribution of the assets of the corporation, or for dissolution; (2) approving or recommending to members any act required to be approved by the members; (3) filling vacancies on the Board of Directors or on any of its committees; (4) electing, appointing or removing any officer or Director or member of any committee or fixing the compensation of any members of a committee; (5) adopting, amending or repealing these Bylaws or the Articles of Incorporation; (6) adopting a plan of merger or adopting a plan of consolidation with another corporation, or authorizing the sale, lease, exchange or mortgage of all substantially all of the property or assets of the corporation; (7) amending, altering, repealing or taking action inconsistent with any resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered, or repealed by action of a committee.
 
 
SECTION 5.  Rules.  Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
 
 
SECTION 6.  Reports and Minutes.  Reports to the Board of Directors shall be made on a regular basis or when requested by the President or the Board of Directors.
 
 
 
ARTICLE X
 
 
 
Contracts, Checks, Deposits, and Funds
 
 
SECTION 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  The Board of Directors shall have authority to approve and authorize execution of all contracts in excess of $14,999. The Executive Committee shall have authority to approve and authorize execution of all contracts in excess of $10,000 but less than $15,000.
 
 
SECTION 2.  Checks, Drafts, etc.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of a specific determination by the Board of Directors, instruments may be signed by any authorized signer for amounts not exceeding $1,000 and by the Executive Director for amounts not exceeding $5,000 and, otherwise, by the Executive Director and countersigned by the Treasurer, the President, or the Vice-President of the corporation.
 
 
 
ARTICLE XI
 
 
 
Books and Records
 
 
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees and shall keep at the registered or principal office a record giving the names and addresses of the members entitle to vote.  All books, records, and minutes of the corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.
 
 
 
ARTICLE XII
 
 
 
Fiscal Year
 
 
SECTION 1.  The fiscal year of the corporation shall begin on the first day of January and shall end on the last day of December of each year.
 
 
 
 
SECTON 2.  The Executive Director shall prepare an annual budget, based on a previously approved annual plan, for the following year, and shall submit that proposed budget to a designated committee which shall review it and shall present it to the Board of Directors for approval at the last regular meeting of the Board of Directors of the year preceding that for which the budget shall take effect.
 
 
 
ARTICLE XIII
 
 
 
Dues
 
 
The Board of Directors by resolution may determine from time to time the amount, method, and time of payment of dues payable to the corporation by the members thereof.
 
 
 
ARTICLE XIV
 
 
 
Waiver of Notice
 
 
Whenever any notice whatever is required to be given under the provisions of the Illinois General Not-For-Profit Corporation Act of 1986, or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated thereon, or attendance at any meeting called pursuant to such notice, except where the member or Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, shall be deemed equivalent to the giving of such notice.
 
 
ARTICLE XV
 
 
 
Open Meetings
 
 
All meetings of the membership of the corporation shall be open to the public, provided that discussion at such meetings may be limited to members of the corporation where appropriate.
 
 
 
ARTICLE XVI
 
 
 
 
 
 
Rules of Order Governing Meetings of the Membership and of the Board of Directors
 
SECTION 1.  Committee Reports.  Committee reports shall be given with the time limits set by the Chair to be considered to be in order.
 
 
SECTION  2. Handouts.  The Executive Director shall, whenever possible, mail all materials required to allow informed consideration at meetings of the Board of Directors including but not limited to financial reports not later than five (5) days prior to each meeting to each Director.
 
 
SECTION 3.  Committee of the Whole.  The President may invoke rules applicable to a committee of the whole when a discussion at any meeting of the Board of Directors rambles beyond the proper confines of Board of Directors debate.
 
 
SECTION 4.  Robert’s Rules of Order.  Either the President or a majority of Directors present at any meeting may invoke the House of Representatives Rules contained in the latest edition of Robert’s Rules of Order to the extent they are applicable and are not inconsistent with these Bylaws.
 
 
 
ARTICLE XVII
 
 
 
Indemnification
 
 
SECTION 1.  Indemnification.  The corporation shall, to the fullest extent permitted by Section 108.75 of the Illinois General Not-For-Profit Corporation Act of 1986, as the same may be amended and supplemented from time to time, indemnify any and all individuals whom it shall have power to indemnify under said Section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation of the corporation or any agreement or vote of disinterested members of the Board of Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity with the corporation while holding such office and shall continue as to an individual who has ceased to be a member of the Board of Directors, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such an individual.
 
 
SECTION 2.  Reports.  If the corporation has paid indemnity or has advanced expenses under SECTION 1 of this Article to any individual, the corporation shall report the indemnification or advance in writing to the members of the corporation entitled to vote with or before the notice of the next meeting of members of the corporation.
 
 
SECTION 3.  Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have had the power to indemnify him or her against such liability pursuant to SECTION 1 of this Article.
 
 
 
ARTICLE XVIII
 
 
 
Corporate Dissolution
 
 
In the event the corporation is dissolved, remaining assets will be distributed to Road Runners Clubs of America or other tax-exempt, not-for-profit organizations.
 
 
 
ARTICLE XIX
 
 
 
Amendments to Bylaws
 
 
These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by a two-thirds vote of all the members of the Board of Directors at any regular meeting of the Board or at any duly convened special meeting thereof.  Notice of proposed amendments shall include the text of such proposed amendments.
 
 
 
ARTICLE XX
 
 
 
Electronic Transmission
 
 
Without limiting the manner by which notice otherwise may be given effectively under these bylaws, any notice shall be effective if given by a form of electronic transmission consented to by the recipient to whom the notice is given; provided that any such consent may be revoked or amended by the recipient by written notice to the corporation.  For purposes hereof, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, reviewed and reproduced in paper form by a recipient thereof, including, but not limited to, electronic mail and facsimile telecommunication. Notice given by electronic transmission pursuant to these bylaws shall be deemed given (1) if by electronic mail, when directed to an electronic mail address at which the recipient has consented to receive notice, (2) if by facsimile telecommunication, when directed to a number at which the recipient has consented to receive notice, and (3) if by any other form of electronic transmission, when directed to the recipient.