Bylaws of Roadkill Racing, Inc.
BY-LAWS OF ROADKILL RACING, INC.
Article I – Name and Location
Section 1 – Name:
The name of the corporation shall be Roadkill Racing, Inc., a not-for profit corporation incorporated in New York State, hereinafter referred to as the “Corporation.”
Section 2 – Location:
The principal office of the Corporation shall be located in New York State at such place or places as may be determined by the Board of Directors. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
Article II – Purposes
The purpose for which this corporation has been organized is to promote, encourage, and assist local runners in their athletic endeavors. The corporation will:
• Provide a team setting for local runners
• Allow members to compete in local and national-level team races
• Subsidize team members for certain competitions (USATF, regional, or national championships)
• Provide training, mentoring and education
• Provide social activities
• Be an advocate for the running community
This corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article III – Membership
Section 1 – Qualification for membership:
Any person of any age who is current in his or her dues shall be a member in good standing in that year, to the end of the year in which their membership expires. Each member shall be entitled to vote on any issue put to the membership.
Section 2 – Membership meetings:
An annual meeting of the membership shall be held yearly at the discretion of the Board of Directors with sufficient notification being given to the Club membership. Regular meetings of the membership may be held upon notice by any director with approval of a quorum of the directors.
The presence at any membership meeting of not fewer than three (3) members, including three (3) of the following: the President, Vice-President, Secretary, and the Treasurer, and any team captains, shall constitute a quorum and shall be necessary to conduct the business of the corporation. A quorum as herein before set forth shall be required at any adjoined meeting.
Article IV – Board of Directors
Section 1 – Power of board and qualification of directors:
The corporation shall be managed by the board of directors. Each director shall be at least eighteen (18) years of age and a member of the club in good standing.
Section 2 – Number and term of directors:
The board of directors shall consist of no fewer than three (3) directors nor more than eight (8) directors.
At or within three months before each annual meeting of the members, the board of directors shall elect directors to hold office for a term of office. The term of office of the directors shall be five years. Each director shall hold office until the expiration of the term for which he or she was elected and until the successor has been elected and shall have qualified, or until his or her prior resignation or removal. Each director shall have one vote.
Section 3 – Increase or decrease in number of directors:
The number of directors may be increased or decreased by amendment of this by-law, by a vote of a majority of all the directors. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 4 – Resignations and removal of directors:
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. The resignation shall take effect upon the time specified therein or, if no time is specified, upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Any director may be removed for cause by an affirmative 2/3 vote of the members or by affirmative 2/3 vote of the board present in person at the meeting of directors at which such action is taken. Directors may be removed without cause only by a 2/3 vote of the members.
Section 5 – Newly created directorships and vacancies:
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board of directors for any reason shall be filled by vote of a majority of directors then in office, regardless of their number. Directors elected to fill newly created directorships shall hold office in accordance with their classification and until their successors have been elected and qualified. Directors elected to fill vacancies
shall serve out the term of office of the directors whose vacancies they were elected to fill.
Section 6 – Quorum of directors:
Unless otherwise provided in the certificate of incorporation, three (3) members of the entire board shall constitute a quorum for the transaction of business or of any specified item of business, excluding amendment to the by laws. These three members must include two of the following: president, vice-president, secretary, treasurer.
Section 7 – Action of the board:
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board.
Section 8 – Place and time of board meetings:
The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.
Section 9 – Notice of meetings of the board, adjournment:
Regular meetings of the board will be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to directors and may be called by the president upon three days’ notice to each director either personally or by mail, by phone or email; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors.
A majority of directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
Section 10 – Chairperson:
At all meetings of the board the president shall preside, or in his or her absence, his designee from the officers present.
Section 11 – Compensation:
Directors shall serve without compensation.
Article V – Officers
Section 1 – Offices, election, term:
Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint from its members a president, one vice-president, a secretary, and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of the members. Each officer shall hold office for the term of which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified. Each officer and/or director must be a member of the club. Any two or more offices may be held by the same person, except the offices of the President and Secretary.
Section 2 – Removal and resignation:
Any officer elected or appointed by the board may be removed by the board with or without cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.
Section 3 – President:
The president shall be the chief executive officer of the corporation; he or she shall preside at all meetings of the members and of the board. The president shall have the general management of all affairs of the corporation and shall see that all orders and resolutions of the board are carried into effect.
Section 4 – Vice-President:
During the absence or disability of the president, the vice-president shall have the powers of the president. Each vice-president shall perform such other duties as the board shall prescribe.
Section 5 – Treasurer:
The treasurer shall have the care and custody of all funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he or she shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation, when countersigned by another authorized member of the board; he or she shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of directors. The treasurer shall at all reasonable times exhibit the books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. The treasurer shall present an annual report at the annual meeting of the members, setting forth in full the financial conditions of the corporation.
Section 6 – Secretary:
The secretary shall keep the minutes of the board of directors and also the minutes of the membership meetings. The secretary shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct: He or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to the office. The secretary or his or her designee shall keep a membership roll containing the names of all persons who are members of the corporation.
The mailing list of the membership will not be given or sold to any organization. The mailing list will be available to members of the board of directors for corporate business only.
Article VI – Conflicts of Interest
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article VII – Construction
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
Article VIII – Amendments
The by-laws may be adopted, amended or repealed by the majority of a quorum of the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by two thirds (2/3) of the board of directors, but any bylaws adopted, amended or repealed by the board may be amended by the members entitled to vote thereon as hereinbefore provided.
Article IX – Fundamental Corporate Change
Section 1 – By-Law Amendments.
These By-Laws may be amended, repealed or altered, in whole, or in part, by a two-thirds majority vote of the entire Board present at any Annual, Regular or Special Meeting called for that purpose, except when it comes to the powers of Membership.
Section 2. Dissolution.
The Corporation may be dissolved by a two-thirds majority vote of the Membership present at any Annual or Special Meeting called for that purpose, based on the recommendation of a two-thirds majority vote of the entire Board, provided all necessary statutory approvals are subsequently secured and any Certificate of Dissolution is accepted for filing by the New York Department of State.
In seeking regulatory approvals necessary for Dissolution, the Corporation shall exercise its best efforts to assure that any residual assets are donated to another Not-for-Profit Corporation, or Corporations, qualified under Section 501(c)(3) of the Internal Revenue Code, with analogous corporate purposes.