Bylaws

I. TITLE

The name of the association shall be “Minnesota R.E.D.,” hereafter referred to as “this organization”.

II. OBJECT

  1. The prime object of this organization shall be the promotion and encouragement of long distance running and the education of the public to its benefits.
  2. In furtherance of objective “1″ this organization 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.
  3. Other objectives are to engage in community activities, to publicize by appropriate means the benefits of long distance running as a means of physical fitness.

III. MEMBERSHIP

Membership is open to all individuals interested in running, and regardless of gender, race, creed, age, or national origin.

IV. MANAGEMENT OR GOVERNMENT

A. The management of this organization/association shall be vested in a Board of Directors consisting of a president, past president, vice president, treasurer, team coach, and other board members as elected by the general membership.

B. Duties of Directors:

  1. President – The President shall be the Chief Executive Office of MN RED, preside at all meetings of the membership and Directors, call special meetings of the Directors, appoint persons to fill such vacancies as occur in the Board of Directors, create and appoint MN RED members to such ad hoc committees as the President deems necessary, sign or distribute funds subject to prior approval of a majority of the Directors, assume the duties of Treasurer in the event of resignation or incapacitation of the Treasurer, and perform such other duties as are incident to this office or are delegated to the President by the Directors. The President shall be elected to serve a term of one (1) year and shall not be eligible to serve more than two (2) consecutive elected terms.
  2. Past President/Treasurer – The Past President shall provide assistance as the newly elected President assumes the duties of the President, transfer all MN RED documents to the President, and perform such other duties as are delegated to the Past President by the Directors.  This position may also act as Treasurer and have the authority and responsibility for the safekeeping of the funds and securities of MN RED, shall maintain accurate and current records reflecting moneys received and distributed by MN RED, shall maintain accurate and current records on all accounts maintained by MN RED with any bank, savings and loan association, or other depository, present financial statements which accurately reflect MN RED’s financial condition at regularly scheduled meetings of the Directors and shall perform such other duties as are incident to the office of Treasurer or are designated to the Treasurer. The Past President shall serve a term of one (1) year following the final elected term as President.
  3. Vice President/Secretary – The Vice President shall preside at all meetings of members or Directors in the temporary absence or incapacity of the President, succeed to the office of President should the President resign from office or become incapacitated, assist the President in their efforts to carry out the function as Chief Executive Officer of MN RED, and perform other duties as are delegated to the Vice President by the President or Directors.  This position shall also act as Secretary and accurately keep minutes of the meetings of the Directors and general membership. The Vice President shall be elected to serve a term of one (1) year and not more than two (2) consecutive elected terms.
  4. Directors (maximum of 3) – The Directors shall represent the interest of the general membership, will serve on at least one of the committees, shall serve as liaisons between the directors and committees, shall make a concerted effort to communicate with persons of the general membership and present suggestions and comments regarding the concern of MN RED at meetings of the Directors, and shall perform such other duties as are delegated to the Directors by the President or by the Board of Directors. Three Directors shall be elected to serve a term of one (1) year and not more than two (2) consecutive elected terms.
  5. Team Coach – The Team Coach shall prepare training schedules and individualized training regimens for MN RED members, as requested.  Fees for these services will be determined outside of normal membership fees.  The team coach will serve in an advisory role to the board, and shall not vote unless to break a tie.

C. Term of office

  1. Term of office shall be one year, beginning with or at the close of the first meeting held within the calendar year.
  2. Offices filled upon resignation shall also expire at the time of the first meeting of the calendar year.

D. Elections

  1. Officers shall be elected by a majority vote of those who participate in the vote electronically.

E. Procedural requirements

  1. Board Meetings
    1. A majority of the members of the Board of Directors, including at least one executive officer and one director shall constitute a quorum for the transaction of business at any meeting of the Board of Directors
    2. A majority vote of the members present is necessary to pass ordinary measures. All measure shall be deemed ordinary except those proposing a constiutional amendment.
    3. Meetings will be held at least bi-monthly and more frequently if called by the president.
  2. General Membership Meetings
    1. 30% of the voting membership and at least two (2) executive officers and two (2) directorys shall constitute a quorum for the transaction of business at any meeting of the general membership.
    2. A majority vote of the members present is necessary to pass ordinary measures. All measure shall be deemed ordinary except those proposing a constiutional amendment.
    3. Bylaws amendment
      1. A bylaw amendment may be accomplished by a two-thirds vote of the members present at the meeting.
      2. Only those who have been members of thie organization for 30 days prior to the proposal of such an amendment may vote upon such.
      3. All members must be notified at least 7 days prior to voting that bylaw amendments wil be discussed and voted on.
    4. Meetings will be held annually.

V. FINANCES

  1. This is a non-profit organization. Dues, entry fees, and other monies received by the organization will be spent entirely for carrying out the stated purpose to the organization.
  2. No part of the net earnings of the club shall inure to the benefit of its individuals.
  3. This organization shall be empowered to participate in fund-raising activities.
  4. This organization may use a portion of its funds or member contributions for the support of charitable organizations.

VI. DISSOLUTION

In the event of dissolution of this association, the funds in the treasury, after all creditors have been paid, shall be divided evenly among all members of record at the time of dissolution, or shall be donated to another 501(c)(3) non-profit organization, at the discretion of the officers.