Article I: Mission Statement

Section 1: The Willamette Valley Road Runners' mission is to support and encourage a healthy approach to running and training for runners of all ages and all levels of ability. Through the camaraderie of a club atmosphere, members enjoy running for the purpose of general fitness as well as personal and team goals. As a group the Willamette Valley Road Runners participates in, as well as promotes, running and fitness related events and activities throughout the communities of the Willamette Valley.

Article II: Club Membership

Section 1: Any person may become a club member by submitting an application and paying the appropriate membership fee. A person who fulfills these obligations is considered an official club member.

Section 2: The term of membership will consist of one calendar year from the receipt of the application and membership fee.

Section 3: All club members are eligible to fill positions in the organization as specified below.

Section 4: Membership fees are to be recommended by the Board of Directors and approved at a general meeting of the club.

Article III: General Club Meetings

Section 1: Shall take place on a regularly scheduled basis, preferably at the start of the year at a time and place established and publicized by the Board of Directors. Additional meetings may be called when deemed necessary.

Section 2: General club meetings will be held to:

A. receive reports from the Board of Directors or Committees.

B. approve the actions of and/or give direction to the Board of Directors.

C. discuss general club business

Section 3: General club meetings are open to the public. Only club members may vote on club business.

Article IV: Board of Directors

Section 1: The Board shall be the formal body in charge of implementing the activities of the club and implementing the directives of the club membership. The Board shall plan, implement and monitor activities in pursuit of the clubs goals and mission statement.

Section 2: The Board shall make decisions based on the best interests of the club as a whole.

Section 3: The Board shall supervise appointments, elections and balloting for board positions and other club business.

Section 4: The Board shall hold regularly scheduled meetings, at a time and place established and publicized by the Board of Directors.

Section 5: Board meetings are open to general club members. But only Board members may vote on Board decisions.

Section 6: Executive decisions will be allowed as necessary by a majority vote of Board members.

Section 7: Board recommendations are to be submitted to a General club meeting for approval.

Article V: Board Membership and Terms of Office

Section 1: Upon ratification of these bylaws the Board shall consist of nine members selected from the club membership. All Board members must maintain current club membership.

Section la: Initial implementation of this bylaw will be as follows. Following formation of this club all board members from Pheidippides Running & Walking Club and the Willamette Valley Striders shall serve for a period of 12 months. At the end of this period elections will be held for nine board positions. All members elected should be willing to serve at least a two year term. The top 5 vote getters will serve the balance of the year plus a 2 year term and the remaining 4 elected members will serve the balance of the year plus a 1 year term. Following this initial election Sections 2 and 4 will supersede.

Section 2: Board elections will be held every 12 months. Five positions will be voted on during odd election years and four positions during even election years.

Section 3: All current Board members are eligible for reelection.

Section 4: Nominations to the Board must be received by October 1 for five positions during odd years, and four positions during even years. The board shall supervise elections during the month of October.

Section 5: The term of the Board members shall be from January I through December 31 of the next year for a term of 24 months.

Section 6: Board members will fulfill required duties and maintain a cooperative relationship with other Board members. Any Board member who does not fulfill required duties can be removed by a 2/3rd vote of the Board.

Section 7: If a vacancy should occur during the year, a replacement shall be appointed by the Board to complete the remainder of the term.

Article VI: Duties of the Board

Section 1: Board members shall facilitate the organization of club meetings and events. They shall:

A. Schedule and publicize meeting dates, and prepare an agenda for each meeting. Ensure that agenda items are addressed and that all persons are able to freely express their views.

B. Call special meetings as needed.

C. Coordinate communications among the board, committees and general club members.

Section 2: The Board shall:

A. Maintain information about club membership.

B. Maintain the club financial duties and records.

C. Report to the club an annual accounting of all transactions for the previous year.

Article VII: Meeting and Decision Making Process

Section 1: A majority of the Board is required for a decision.

Section 2: Decisions will be made using the consensus method when possible. When a consensus is reached, the meeting facilitator will indicate and restate the decision for the record. When a consensus cannot be reached, then a vote may be called.

Section 3: If there is a call for a vote, then a member shall make a motion which must be seconded by another member. A discussion shall occur, with all members having an opportunity to state their position. The meeting facilitator shall request from those members present either a verbal response or a show of hands for acknowledgement. There must be a majority of those voting for a motion to be passed. The meeting facilitator will indicate passage or rejection of the motion for the record.

Article VIII: Officers

Section 1. The principal officers of the club shall consist of a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the members, as provided in Article V.

Section 2. The Directors may appoint such other officers, assistant officers and agents as it shall deem necessary or desirable, who shall hold their offices for such terms and shall have such authority and perform such duties as shall be determined by the Director.

Section 3. The officers of the club shall hold office until their successors are chosen and qualify in their stead. Any officer elected by the members may be removed by the members at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any of the officers becomes vacant for any reason, the vacancy shall be filled by the Directors.

President

Section 4. The President shall preside at all meetings of the Directors; and shall see that all orders and resolutions of the Directors are carried into effect.

Section 5. The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the club, except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Directors to some other officer or agent of the club.

Vice-President

Section 6. The Vice-President shall exercise the powers and perform the functions that are from time to time assigned by the President or the Directors. The Vice-President shall have the powers and shall exercise the duties of the President whenever the President, by reason of illness or other disability, or absence, is unable to act, and at other times when specifically so directed by the Directors.

Secretary

Section 7. The Secretary shall attend all sessions of the Director and all meetings of and record the minutes of all proceedings, shall be responsible for authenticating the records of the club, and shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the club members and of the Directors, and shall perform such duties as may be prescribed by the Directors or President, under whose supervision the secretary shall be. The Secretary shall keep in safe custody the seal of the club, if any, and, when authorized by the Director, affix the same to any instrument requiring it, and when affixed it shall be attested by his/her signature.

Treasurer

Section 8. The Treasurer shall have custody of the funds and securities of the club and shall keep full and accurate accounts of receipts and disbursements in the books of the club and shall deposit all monies and other valuable effects in ihe name of and to the credit of the club in such depositories as may be designated by the Directors. The Treasurer shall render to the President and Directors at the regular meeting of the Directors and at such other times as may be reasonably required, an accurate account of all of his/her transactions as Treasurer and of the financial condition of the club. The Directors may require that the Treasurer give the club a surety bond in such form and amount as the Directors, in their discretion, may require, for the faithful performance and discharge of the duties of his/her office.

Section 9. The Treasurer shall have authority, subject to the approval of the Directors, to contract for accounting services on behalf of the club.

Article IX: Finances

Section 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 of the organization.

Section 2: All Directors of special events shall present a budget for the boards approval prior to the holding of the event. The board may establish an expenditure cap, exceedence of which will require board approval.

Section 3: The club finances should be reviewed every other year by a certified public accountant

Article X: Ratification and Amendments

Section I: These bylaws shall be submitted to the membership and approved by an affirmative vote of a 2/3rd majority of valid returned ballots.

Section 2: The articles and sections of these bylaws shall be subject to amendment. Board members may submit proposed changes which will be approved by a majority vote of the Board. The amendment then will be submitted to the membership and approved by an affirmative vote of a 2/3rd majority of valid returned ballots.

Section 3: These bylaws and any amendments shall go into effect immediately upon approval.

Article XI: Indemnification

Section 1. The club shall indemnify a Director or officer against any and all liabilities on account of her conduct as a Director or officer of the club, including expenses incurred with respect thereto, to the full extent and in the manner provided by the Oregon Nonprofit Club Act.

Article XII: Dissolution

Section 1: Dissolution can occur after an affirmative vote of a 2/3rd majority of valid returned ballots from the membership.