Bylaws of the Brazos Runners Club

BRC is organized to provide a structured organization for the purpose of promoting running as a sport and healthy lifestyle within our community. In furtherance of our purpose, BRC hosts group runs, fun runs, training runs and programs on the road and/or track, hosts education lectures about topics of interest for runners, provides awards for club members, hosts social events for members, and all such other things as may be conducive to the encouragement of running. BRC also engages in community activities to publicize by appropriate means the benefits of running as a means of physical fitness to improve the health status of people in our community.

III. AFFILIATION

BRC shall be a chapter of the Road Runners Club of America (RRCA), and all measures adopted by that body must be considered by this organization. BRC will submit a portion of the annual dues described in Article VII to the RRCA as membership in that body shall require. BRC is covered under the RRCA group 501(c)(3) exemption for federal income tax.

IV. MEMBERSHIP

Section 1: Eligibility. Any person who pays the required membership fee and subscribes to the purposes of BRC shall become a member. Anyone can join BRC without regard to race, creed, color, national origin, gender, sexual orientation or physical condition. Minors may be excluded from membership/participation at the discretion of club/event leadership. Individuals who wish to participate in the activities of this organization shall submit dues annually, complete an annual application for membership, which includes agreeing to follow the Club’s code of conduct, and sign a waiver of liability for participation in all BRC activities.

Section 2: Membership Period. The membership period begins in the month when the membership fee is paid and shall extend for one year.

Section 3: Membership Fee. The membership fee shall reflect the member’s fair share cost encountered during the membership year..

Section 4: Number of Members. There shall be no limit to the number of members in BRC. BRC may divide its membership into divisions based on special interest groups within the club if such division better achieves the objectives of BRC. In the event of such division, there must be a minimum of six (6) members in each division.

V. OFFICERS

Section 1: Officers. Elected officers of BRC shall be a President, Vice President, Past President, Secretary, Treasurer, Director of Information Services, Director of Marketing Services, Director of Volunteer Services and Director of Running Events, and two(2) Members At-Large. These officers shall perform the duties prescribed by these bylaws and by parliamentary authority adopted by BRC. Mandatory officer positions are President, Vice President, Secretary and Treasurer. If non-mandatory roles are unfilled, additional duties may be assigned to other officers. Each officer will serve a term of one year. No individual may serve in the same officer position for more than two consecutive years. After vacating a position due to term limits, a member remains eligible to run for a different officer position..

Section 2: Officer Eligibility. At least thirty (30) days prior to the annual BRC meeting in May of each year, the board shall construct a ballot based upon those who have expressed interest in board positions. BRC members shall vote upon candidates who have expressed an interest in board membership. All candidates must be BRC members in good standing. To be elected to the position of President, candidate(s) must have served at least one year as an officer in a previous year.

Section 3: Elections. The officers shall be elected by ballot to serve one-year terms or until their successors are elected. The board term will begin on June 1 and end on May 31 of the following year. An online ballot will be used for elections, which shall open at least seven (7) days prior to the Annual Meeting. The election results shall be considered official if a quorum of at least 25 members in good standing cast a ballot during the online voting period, regardless of attendance at the Annual Meeting..

Section 4: Resignations. In the event an officer resigns before the end of his/her one-year term, the remaining officers on the Board may appoint a BRC member to serve in that position in an “acting” capacity. An election must be held within a timely manner after the resignation is received to duly elect an eligible replacement as described in Article V, Section 2.

Section 5: Special Committees. All Chairs of special committees shall be appointed by the President. The special committee shall be for the purpose of performing a specific responsibility, task, or project for the BRC. Upon making the appointment, the President shall describe the duties of the appointee and the length of the appointment.

Section 6: Duties. The duties of officers are hereinafter set forth. Other duties may be designated by the BRC Board of Directors as needed for the smooth running of the BRC.

(A) President: The President shall lead, manage, motivate, and support the Board of Directors and the BRC. The President shall represent the BRC to the general public. The President shall establish goals, policies, and procedures, provide monthly meeting agendas, call any necessary ad-hoc meetings,, preside at all meetings, appoint special committees as described above (Section 5), see that such appointees fulfill their responsibilities; and perform other duties stated in the by-laws. In the event of a tie vote on any matter before the Board of Directors, the President shall cast the deciding vote.

(B) Vice-President: The Vice-President shall serve in the absence of the President, assist in public relations efforts, and perform other duties as assigned by the BRC and the President. The Vice President is responsible for the annual BRC Shirt orders and sponsorship requests, and coordination of club social activities.

(C) Secretary: The Secretary shall be responsible for keeping records and minutes of all meetings or appoint a responsible designee in the event he or she cannot attend the meeting. The Secretary shall provide minutes and records of BRC Board and Club meetings to the Board. The Secretary shall notify Officers, Directors, and Committee Chairs of all meetings of the Board of Directors. Notice sent via the “Official Communications” channel counts as “Written Notice.” Additional duties include checking the BRC P.O. Box and distributing correspondence as needed..

(D) Treasurer: The Treasurer shall be responsible for keeping all monies of the BRC, records of income, and records of expenses; collection of income owed the BRC and payment of only receipted expenses. The Treasurer shall assist in the preparation of the annual budget and shall administer the current budget. The Treasurer shall make monthly reports of the club’s financial status, prepare and file the BRC annual Tax Return, maintain payment for the BRC P.O Box, and renew RRCA annual insurance.. The Treasurer shall be transparent with all board members about the nature of finances and the administration of the budget.

(E) Director of Information Services: The Director of Information Services shall be responsible for maintaining the BRC website, membership database,, and payment gateway for membership payments. The Director of Information Services is also responsible for BRC Information Services asset security and account lifecycle management.

(F) Director of Marketing Services: The Director of Marketing Services shall be responsible for the maintaining social media presence for the club. This includes weekly posts to the club’s Facebook and Instagram platforms. The Director of Marketing Services shall also be responsible for any printed materials needed by the club (flyers, signs, banners, etc).

(G) Director of Volunteer Services: The Director of Volunteer Services shall be responsible for recruitment of volunteers for the club events and affiliated local race events.

(H) Director of Running Events: The Director of Running Events will work with others to develop and coordinate the weekly workouts (track, tempo and long-run), assure access to facilities, and help to develop/maintain training plans. The Director of Running Events may also, with the approval of the Board, work with others to develop special running events.

(I) Past President: Following the President’s term, the prior occupier of this position shall advise and assist the President, and shall have such other duties as the President shall assign. If the retiring President cannot or will not serve in this role, the President shall appoint an individual who has previously served as President or Vice President to fill the position. This nomination must be approved by a majority vote of the Board of Directors to be finalized.

(J) Members At-Large: Two (2) Members At-Large shall be elected annually by the membership via the online ballot. These are full voting members of the Board of Directors. These positions need not be filled every year if no candidates seek the office. Members At-Large will also serve on all event-planning committees.

Section 7: Removal from the Board. Any officer may be removed from the Board for failure to fulfill duties, ethical violations, or conduct detrimental to the BRC. Specifically, failure to attend three (3) consecutive regular board meetings without an excused absence, or a consistent failure to participate in the “Official Communications” channel as required in Article VIII, Section 6(B), shall be considered a failure to fulfill duties and grounds for dismissal.

The removal process shall be as follows:

(A) Notice: The officer in question must be provided with written notice of the specific charges and the date of the meeting where removal will be discussed.
(B) Right to be Heard: The officer shall have the opportunity to respond to the charges before the Board of Directors prior to a vote.
(C) Formal Vote: Removal requires a two-thirds (2/3) affirmative vote of the remaining board members (the entire board minus the person being removed). The officer subject to the removal vote shall be recused from voting on their own case.

VI. MEETINGS

Section 1: Types of Meetings.

(A) Board of Directors: The BRC Board of Directors meetings shall be held monthly on a day and time selected by the board. Meeting date and time can be changed to ensure a quorum (Article VI, Section 2).

(B) Annual: The annual meeting of the BRC shall be held in the month of May. Meeting date and time can be changed to ensure a quorum (Article VI, Section 2).

(C) Ad Hoc: The BRC shall meet upon the call of the President or Board of Directors. The BRC shall also meet upon written request of 25 members to the President. The purpose of an ad hoc meeting shall be stated in the agenda.

Section 2: Quorum.

(A) A quorum must be present to conduct any business during a Board of Directors, Annual, and Ad Hoc meetings.

(B) A quorum of 4 Board of Directors must be present at all Board of Directors and Ad Hoc meetings.

(C) A quorum at an Annual meeting shall consist of 25 members in good standing present in person or represented by a cast online ballot for the purposes of the election.

Section 3: Notices.

(A) Time: Not less than fifteen (15) days’ notice must be given by the Secretary for any Annual meeting or any meeting involving a vote to amend these bylaws (as required by Article XIII), and not less than seven (7) days’ notice for a standard Ad Hoc or Board of Directors meeting. Except in the cases of emergency as determined by the President (e.g., “such as an immediate threat to club assets or legal standing”), at least three (3) days’ notice shall be given.

(B) Information: The notice of the meeting shall contain the time, date, and place, with a statement of purpose for such meeting.

Section 4: Order of Business

(A) Call meeting to order

(B) Reading, correction, and approval of the minutes of the preceding meeting

(D) Unfinished business

(E) New business

(F) Program (annual meeting only)

(G) Adjournment

Section 5: Suspension of Order of Business

The Order of Business may be suspended at any meeting by a majority vote and a new Order of Business established for that meeting.

VII. DUES

Section 1: Board Authority. The Board of Directors is authorized to set annual dues rates that reflect the member’s fair share of costs.

Section 2: Membership Approval. Any proposed increase in annual dues exceeding 10% from the previous year must be approved by the members at an annual or special meeting.

Section 3: Notification. New dues rates must be shared with the membership annually during the regular join and renew process.

VIII. BOARD OF DIRECTORS

Section 1: Board of Directors. The officers of the BRC shall constitute the Board of Directors.

Section 2: Responsibilities. The Board of Directors shall have general supervision of the affairs of the BRC between its business meetings, fix the hour and place of the meetings, make recommendations to the BRC, present annual operating budget for BRC Board of Directors approval, and shall perform such other duties as specified in these by-laws. The Board shall be subject to the orders of the BRC and none of its acts shall conflict with action taken by the BRC.

Section 3: Conflicts of Interest. A board member must declare any conflicts of interest that might affect decisions made by the board. Board members must also acknowledge any gifts received in conjunction with their office and must refuse any gifts that exceed a value specified by the Board.

Section 4: Spending Limits. The Board may set levels of expenditures for each officer so that appropriate financial controls can be maintained over BRC monies.

Section 5: Special Meetings. Special meetings of the Board may be called by the President and shall be called upon the written request of three (3) members of the Board.

Section 6: Official Communications.

(A) Channel Selection: The Board of Directors may, by majority vote, designate an official electronic communications platform (e.g., Slack, Microsoft Teams, or similar) for the conduct of Board business, coordination of events, and informal discussion.

(B) Participation Requirements: All Board members are expected to maintain active access to the designated platform, check messages regularly, and participate in time-sensitive discussions as needed to ensure the smooth running of the BRC.

(C) Confidentiality: Board communications within the official channel are considered internal and confidential unless otherwise authorized for public release by the President.

IX. STANDING COMMITTEES

Standing committees may be defined and created by the Board of Directors or individual officers as needed.

X. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the BRC in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the BRC may adopt.

XI. INDEBTEDNESS AND FINANCES

BRC shall incur no liabilities greater than its assets.

All monies for the BRC are deposited to the credit of the BRC in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency. No Club funds may be deposited in the personal account of a member of the Board. The treasurer reviews the status of the general fund at least monthly. At the same time, he/she reviews a forecast of estimated deposits and disbursements for the succeeding months. If the President and the Treasurer determine that the balance of general funds exceeds the amount required for routine operating expenses, then the excess funds may be invested as authorized by the board.

XII. RESTRICTIONS

No part of the BRC funds shall benefit any individual member or other private person except to pay reasonable compensation for services rendered and that it may make payments or distributions furthering the purposes set forth in Article II.

XIII. AMENDMENTS OF BYLAWS

Section 1: Board Initiation. These bylaws may be amended by a two-thirds (2/3) affirmative vote of the Board of Directors at any regular or ad hoc meeting..

Section 2: Membership Ratification. Following Board approval, any amendment to these bylaws must be ratified by the membership. Ratification requires a majority vote of members in good standing, which may be conducted via online ballot or at the Annual Meeting.

Section 3: Notice. Written notice of the proposed amendment and the date of the ratification vote must be provided to the membership at least fifteen (15) days in advance.

XIV. DISSOLUTION

As the Brazos Runners Club is a not-for-profit corporation, in the event of its dissolution any remaining assets shall be donated by remaining members to an organization qualified under section 501(c) of the Internal Revenue Code.

By-Laws of the Brazos Runners Club

Adopted on September 7, 2015
Amended on May 24, 2017
Amended April 3, 2019
Amended March 4, 2026

Bylaws of the Brazos Runners Club

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