Bylaws of the Springfield Road Runners Club

ARTICLE I – NAME AND AFFILIATION
This organization shall be known as the SPRINGFIELD ROAD RUNNERS CLUB, hereinafter
known as SRRC. The Club shall be a chapter of the Road Runners Club of America, and all
measures adopted by that body must be considered by this organization. This Club will submit a
portion of the annual dues to the RRCA as membership in that body requires.

ARTICLE II – PURPOSE
The SRRC is formed for the following purposes, without regard to race, gender, color, religion,
national origin, ancestry, sexual orientation, age, or physical or mental disability:
A. to provide a community-based running organization that empowers all people to
participate in the sport of running in pursuit of enjoyment, health, well-being and
competition;
B. to promote and conduct races or other running activities, give awards, and to do all such
things conducive to the encouragement of running, walking, and better physical fitness
for all individuals;
C. to disseminate information on running through newsletters, email, social media, the
SRRC website and educational outreach programs (i.e. clinics, meetings, seminars,
social events). The Board of Directors is responsible for recruiting volunteers and/or
vendors to promote the club and disseminate information in the manner described above.

Article III - CODE OF CONDUCT
A. Show respect for fellow club members at all times;
B. Show respect and appreciation for the volunteers who give their time to help the club
and/or event(s);
C. Never threaten physical violence towards other members of the club, a volunteer or event
spectator. Members with a criminal history of violence or with a legal restraining order
against them by another member may be barred from membership and participation in all
club activities;
D. Never use abusive or vulgar language, or make racial, ethnic or gender-related slurs or
derogatory comments at club-hosted events;
E. Never make unwanted sexual or physical contact with other members. Members found to
be listed on a sex offender registry, convicted of a sex crime, or caught having, creating,
or distributing child pornography will be immediately barred from membership and all
participation in club activities;
F. Abide by race rules and engage in fair competition, which includes anti-doping compliance, no
course cutting, or other means of gaining a competitive advantage that is considered
cheating when participating in club races or other races where you may represent the
club by wearing a club-branded singlet, shirt, uniform, etc.
G. Always report violations of the Member Code of Conduct policy to the Board in writing.

Article IV - MEMBERSHIP
A. Application - Application and payment for annual membership shall be made online or in
the manner prescribed by the Board of Directors.
B. Qualifications - Any individual or organization that pays annual membership dues and
that agrees to be bound by the SRRC’s Articles of Incorporation, its Bylaws, and such
rules and regulations as its Board of Directors may adopt, is eligible for membership.
C. Term - Annual membership is valid from the date of dues payment through December
31st of each calendar year.
D. General -
1. The rights and privileges of all members shall be equal. Each member shall have voting rights in accordance with Article V(D).
2. Membership is nontransferable. Membership shall terminate on the resignation or death
of a member, or in the instance membership is revoked by the Board of Directors.
3. No member shall have any right, title, or interest in any of the property or assets, including
any earnings or investment income of the SRRC, nor any such property or assets of
SRRC be distributed to any member on its dissolution.
4. No member shall be personally liable for any of SRRC’s debts, liabilities, or obligations,
nor shall any member be subject to any assessment.

A. Classes -
1. Individual Membership - An individual who joins as a member becomes an individual
member of the SRRC - An individual membership may be converted to a family
membership by paying the difference in dues.
2. Family Membership - One or more individuals residing at the same address who join as
members become a family member of the SRRC.
3. Youth Membership - An individual under 18 years of age who joins as a member (requires
parent or guardian consent) becomes a youth member of the SRRC.
4. Hall of Fame Membership - An individual who is elected into the SRRC Hall of Fame
becomes a Hall of Fame member of the SRRC. This membership, granted to the
individual, shall be lifelong, but will expire in accordance with Article IV D2.

A. Dues -
⁃ 1. Determination of Amount - The Board of Directors shall determine the amount of
annual membership dues payable to the SRRC.
2. Payment - Annual membership dues shall be payable at the time of membership
registration.
3. Hall of Fame members are exempt from payment of membership dues.
4. Newsletter - Each member (or family) shall be sent the SRRC newsletter.

ARTICLE V - MEETINGS OF MEMBERS
A. Annual Meeting - An Annual Meeting of the SRRC members shall be held at such time
and place as designated by the Board of Directors and shall be announced at least one
(1) month in advance.
B. Special Meetings - Other meetings may be held as deemed necessary by the President,
the Board of Directors, or upon the written request of not less than twenty-five percent of
the total membership.
C. Notice - Notice stating the location, day, and time of the meeting and, in case of a special
meeting, the purpose for which the meeting is called, shall be provided not less than 30
days prior to the date of the meeting to all members by email, by posting notice of such
meeting on the SRRC’s website, or otherwise as the Board of Directors may designate.
D. Voting Rights. All members 18 years and older shall be entitled to one vote in each matter
submitted to vote at a meeting of the members.
E. Quorum and Voting - Quorum at the annual meeting of the membership will be a majority
of the Board of Directors plus a minimum of an additional 50 voting members. Action
requires a motion and a second. Action passes with a simple majority of voting members
present. Withdrawal of members from any meeting shall not cause failure of a duly
constituted quorum at that meeting.

ARTICLE VI – OFFICERS AND DIRECTORS
A. Board of Directors - The SRRC management shall be vested in a Board of Directors
consisting of thirteen directors.
B. Eligibility. All directors must be SRRC members 18 years or older. Directors are required
to have been members of the SRRC for a period of at least the prior 12 months.
C. Meetings - Meetings of the Board of Directors shall be held on a monthly basis unless a
majority of the Board waives the requirement for a specific month. Meetings are called by
the President at such time and place designated by the President. All meetings of the
Board of Directors shall be open to all members; members may participate but may not
vote.
D. Special Meetings. Special meetings of the Board of Directors may be called by the
President or at the request of at least one-third of the Board of Directors.
E. Notice - Notice stating the location, day and time of the meeting and, in case of a special
meeting, the purpose for which the meeting is called, shall be provided not less than two
(2) weeks prior to the date of the meeting to each director entitled to vote at the meeting
by posting notice of such meeting on the SRRC’s web site, and otherwise as the Board of
Directors may designate.
F. Quorum - A simple majority of the Board of Directors shall constitute a quorum for the
transaction of business. Each member of the Board of Directors shall be entitled to vote
and the act of the majority of those present at the meeting at which there is a quorum
shall be the act of the Board of Directors.
G. Order at Meetings. Robert’s Rules of Order shall govern the proceedings at all Board of
Directors meetings when not inconsistent with these Bylaws. The order of business at all
regular meetings of the Board of Directors shall be as follows: 1. Roll-call 2. Action on
minutes of last meeting 3. Treasurer’s report 4. Reports, if any, of any other officers 5.
Old business 6. New business 7. Adjournment
H. Election and Term of Office - Officers and directors shall be elected annually by a majority
vote of the members present at the Annual Meeting and shall serve for a term of one
year. All directors and officers shall hold office for the term for which they were elected
and until their successors are elected and qualified. A director or officer may resign at any
time upon written notice to the Board of Directors. Any director or officer may be
removed, with or without cause, by a two-thirds vote of the Board of Directors at a special
meeting called for that purpose.
I. Vacancy - Whenever a vacancy exists on the Board of Directors, whether by death,
resignation, or otherwise, the vacancy shall be filled by appointment of a new director or
officer by a majority vote at a regular or special meeting of the Board of Directors. Any
person appointed or elected to fill the vacancy of a director or officer shall have the same
eligibility requirements of the director or officer whose office was vacated. Any person
appointed to fill a vacancy in the Board of Directors or in any office shall hold office for
the unexpired term, subject to the power of removal described herein.
J. Compensation. No officer or director shall receive any compensation from the
SRRC.
K. Liability. The officers and directors shall not be personally liable for the SRRC’s
debts, liabilities, properties, or other obligations.
L. Designation of Officers. The officers of the SRRC shall be a President, Past President,
Vice President, Secretary, and Treasurer. Any two or more offices may be held by
the same person, except the offices of President and Treasurer may not be held
by the same person.

M. Duties of Officers

1. 1. The President shall:
a. Preside and maintain order at all SRRC meetings;
b. Represent the SRRC;
c. Submit an annual report to the membership;
d. Sign checks in the absence of the Treasurer;
e. Act immediately to fill a vacant office; and
f. Assume other responsibilities as deemed appropriate to the office.

2. The Past President shall:
a. Assist the President with transition into the office;
b. Lead the Hall of Fame award process;
c. Lead the scholarship review process;
d. Lead the Cross Country Runners of the Year Award process; and
e. Provide support to the President when necessary.

3. The Vice-President shall:
a. Be primarily responsible for all non-race related SRRC activities not otherwise
assigned to an officer or director;
b. Provide advice and guidance for club committees;
c. Assist Past President with scholarship review process;
d. Review bylaws with the Secretary annually and recommend updates.
e. Sign checks in the absence of both the Treasurer and the President; and
f. Accept such duties and responsibilities as may be delegated by the President.

4. The Secretary shall:
a. Take attendance at Board of Directors meetings;
b. Determine quorum and record minutes and votes at all SRRC meetings;
c. Review SRRC Bylaws with the Vice President annually and recommend
updates; and
d. Assume other responsibilities as deemed appropriate to the office.

5. The Treasurer shall:
a. Receive, bank and disburse all funds as the Board of Directors may direct;
b. Prepare financial statements;
c. Keep bookkeeping records of all SRRC funds;
d. Gather financial information needed for tax returns prepared by an outside
accountant hired by the SRRC;
e. Consider revision to the membership fee; and
f. Assume other responsibilities as deemed appropriate to the office.

N. Designation of Director Responsibilities. The Board of Directors may appoint directors to
handle the following responsibilities:
1. The Equipment Coordinator shall: Manage SRRC equipment; maintain accurate
inventory control, including the purchasing of equipment and/or coordinating the repair
of equipment, as needed; and coordinate the loan and return of all SRRC equipment
throughout the season.
2. The Technical Director shall: Maintain and update the SRRC website.
3. The Special Programs Director shall: Oversee all special events sponsored by
the SRRC, including the annual dinner and social events.
4. The Membership Director shall: Maintain a database of all SRRC members; Lead
recruitment efforts.
5. The Volunteer Liaison shall: Lead volunteer efforts for SRRC events and programs;
coordinate with race directors of SRRC-sponsored races in recruiting volunteers as
needed; recommend Volunteer of the Year Award recipient.
6. The Media Director shall: Prepare and publish the SRRC newsletter in a timely fashion;
maintain and update all SRRC social media.
7. At-large Directors shall: Two directors shall be “at-large” members of the Board with
responsibilities to be determined by the Board of Directors.
O. Succession - Officers and directors may be elected to succeed themselves.

ARTICLE VII – COMMITTEES
A. Establishment of Committees. The Board of Directors may establish one or more
committees, each of which shall consist of one or more directors. Except as may be
SRRC Bylaws provided by the Board of Directors, members of committees shall be
SRRC members, and shall be appointed by the Board of Directors. The Board of
Directors may dissolve any committee established hereunder.
B. Term of Committee Members. Each member of a committee shall continue as such until
the next annual meeting of members and until his or her successor is appointed, unless
such committee shall be sooner dissolved or such member resigns, is removed, or
ceases to qualify as a member of the committee. Any member of a committee may be
removed by the Board of Directors, whenever in the judgment of the Board of Directors
the interests of the SRRC would be best served by such removal.
C. Vacancy. Vacancies in the membership of any committee shall be filled by appointments
made in the same manner as provided in the case of original appointments, and any
member so appointed shall be appointed for the unexpired term of his or her
predecessor.
D. Quorum. Unless otherwise provided by the Board of Directors, a majority of a committee
shall constitute a quorum of such committee, and the act of a majority of committee
members present at a committee meeting at which a quorum is present shall be an act of
the committee.
E. Rules. Each committee may adopt such rules and regulations for its meetings and the
conduct of its activities as it may deem appropriate; provided, however, that such rules
and regulations shall be consistent with the SRRC’s Bylaws, rules and regulations, and
provided further that regular minutes of all proceedings shall be kept.

ARTICLE VIII – RACE DIRECTORS AND TRAINING GROUP LEADERS
A. Appointment. The Board of Directors may appoint one or more race directors for SRRC-
sponsored races and may appoint one or more training group leaders for SRRC-
sponsored training groups. Except as may be provided by the Board of Directors, race
directors and training group leaders shall be SRRC members.
B. Term. Each race director and training group leader shall continue as such until the next
annual meeting of members and until his or her successor is appointed, unless such race
or training group shall be sooner dissolved, or such race director or training group leader
resigns, is removed, or ceases to qualify as a race director or training group leader. Any
race director or training group leader may be removed by a two thirds vote of the Board
of Directors, whenever in the judgment of the Board of Directors the interests of the
SRRC would be best served by such removal.
C. Vacancy. Vacancies for any race director and training group leader position shall be filled
by appointments made in the same manner as provided in the case of original
appointments, and any person so appointed shall be appointed for the unexpired term of
his or her predecessor.
D. Rules. Each race director and training group leader may adopt rules and regulations as
appropriate; provided, however, that such rules and regulations shall be consistent with
the SRRC’s Bylaws, rules and regulations.
E. Requirements. Each race director and training group leader shall maintain records of all
income and expenses incurred, present and obtain Board approval of a budget no later
than the board meeting prior to the month of the race or prior to incurring expenses, and
request payment of expenses at least 2 weeks in advance of payment due date(s).
Reimbursement requests should be placed in a timely manner.

ARTICLE IX - AMENDMENT
A. The SRRC’s Bylaws may be amended, repealed, or added to, or new bylaws may be
adopted by a majority vote of a quorum at a meeting duly called for the purpose
according to the SRRC’s Articles of Incorporation or the SRRC’s Bylaws. In the instance
that an in-person meeting cannot be held, online voting may be implemented by the
Board of Directors.
B. Only those members who have been members of the SRRC for sixty (60) days prior to
the proposal of such amendments may vote upon such.
C. All members must be notified of the proposed amendments at least one (1) month prior to
any meeting for the purpose of amending the SRRC’s Bylaws.

ARTICLE X – FINANCES
A. Changes to annual membership dues shall be determined by the Board of Directors and
shall not be changed more often than once per year.
B. The SRRC is a not-for-profit corporation. Dues, entry fees and other funds received by
the corporation will be spent entirely for carrying out the stated purpose of the
Corporation.
C. The SRRC is authorized to participate in fund raising activities.
D. The SRRC will submit a portion of the annual dues to the Road Runners Club of America
as membership in that body shall require. The Board of Directors may also choose to pay
membership dues to the USATF.
E. Any payments disbursed by the SRRC shall be authorized by an officer. Payments in an
amount exceeding $1,000.00 must be signed or otherwise approved by two officers.
Payments previously authorized by the Board of Directors as part of an approved event
budget are exempt from this requirement.

Article XI TAX STATUS AND DISSOLUTION
A. No part of the net earnings of the Club inures to the benefit of, or is distributable to, its
members, trustees, officers, or other private persons; except that the Club may pay
reasonable compensation for services rendered and may make payments and
distributions in furtherance of the purposes set forth in Article II. No substantial part of the
Club’s activities can be the carrying on of propaganda or otherwise attempting to
influence legislation. The Club may not participate in nor intervene in, including the
publishing or distribution of statements, any political campaign on behalf of any candidate
for public office.
B. Regardless of any other provision of these articles, the Club may not carry on any other
activities not permitted to be carried on by a corporation (a) that is exempt from federal
income tax under section 501(c)(3) of the Internal Revenue Code or (b) contributions to
which are deductible under section 170(c)(2) of the Internal Revenue Code, or
corresponding section of any future federal tax code.
C. Upon dissolution of the Club, the funds in the treasury, after all creditors have been paid,
shall be distributed to one or more not-for-profit Section 501(c)3 organizations.

ARTICLE XII - INDEMNIFICATION
To the fullest extent permitted by law, the SRRC shall indemnify and advance and pay
indemnification expenses to its directors and officers, and to any person who is or was serving
at the request of the SRRC as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise.

SRRC Bylaws
Adopted February 1977 Amended February 1979 Amended February 1983 Amended February
1993 Amended February 1995 Amended April 1996 Amended October 2000 Amended January
2002 Amended February 2003 Amended October 2014 Amended December 2017
Adopted February 2026