AMENDED AND RESTATED BYLAWS OF
The name of the club is Seattle Frontrunners.
Seattle Frontrunners is a social and recreational club whose primary purpose is to promote running and walking as healthy activities for the lesbian, gay, bisexual and transgendered (“LGBT”) communities of Greater Seattle. The club will provide a social environment to support these activities and will welcome all runners and walkers, regardless of ability and experience and whether their interests are competitive or purely recreational.
A. Membership is open to all persons, without regard to race, color, age, gender, religion, national origin, disability or sexual orientation, and shall become effective upon receipt of annual dues and a completed membership form (which must be renewed annually).
B. The amount of the annual dues, and any proration thereof for new members, shall be determined by the Board of Directors. Members will be notified through the club newsletter in December and January of the dues for the coming year and renewal forms will be sent to all members with those newsletters. Those whose dues are not paid or membership form not submitted by January 31 of that year shall be dropped from membership in the club until such time as their dues are paid in full and their membership forms submitted.
IV. Board of Directors
A. The Board shall consist of at least five and no more than fifteen Directors. The Directors shall be members in good standing who are elected to the Board by vote of the membership. Directors shall be elected at the annual meeting in September and may also be elected during the year at the January or May business meeting.
B. Each Director elected at the annual meeting shall serve for a term of one year beginning October 1st. Each Director elected during the year shall serve from such election until the end of September. There will be no restriction on the number of consecutive terms a Director may serve.
C. There shall be regular, monthly business meetings of the Board of Directors which all members in good standing are welcome to attend.
D. The Board of Directors has the power and authority to decide and act for the club on all matters except for actions requiring the vote of the members as provided in Article IX.D of these bylaws. The Board will attempt to reach its decisions by consensus, and when this is not possible, Board decisions shall be made by the majority vote of Directors present at each meeting; provided, however, that a quorum of a majority of then serving Directors is required for any Board decision. When the Board determines that a matter is of sufficient general concern to warrant a vote of the membership, a special meeting of the members shall be called to determine the matter in accordance with Article IX of these bylaws.
E. The Board of Directors shall establish an Executive Committee whose membership shall consist of the:
The Executive Committee shall:
a. Conduct an annual review of the bylaws.
b. Meet at the request of the President to determine matters to be brought to the attention of the full Board.
F. Each Director shall endeavor to attend monthly business meetings on a reasonably consistent, ongoing basis and to participate actively in club operations. Failure to attend a majority of the business meetings may be grounds for removal from the Board. A Director may be removed by the affirmative vote of two-thirds of all of the other Directors.
A. The officers of the club shall be a President, a Vice President, a Secretary and a Treasurer. The officers shall perform the duties prescribed by these bylaws.
B. The officers shall be selected from the Board of Directors by majority vote of members present at the annual meeting of members and shall serve for one year or until their successors are elected. Their term shall begin October 1st of each year and end on September 30th the following year.
C. No member shall hold more than one elective office at a time. Each officer must be a member in good standing. There will be no restrictions on the number of consecutive terms an officer may serve. An officer may be removed by the affirmative vote of two-thirds of the Board of Directors (not including the officer being removed).
D. The duties of the officers shall include but not be limited to the following:
a. Act as chief administrative officer and legal head of the club.
b. Exercise supervision over the club and its activities, including presiding (or designating another member to preside) at the club’s regularly scheduled runs.
c. Represent or designate a member to represent and speak for the club at other organizations and to the public.
d. Preside at the business meetings of the Board of Directors.
e. Appoint committee chairpersons.
f. Sign letters or documents necessary to carry out the will and purpose of the club.
g. Serve as chairperson on the Board of Directors.
2. Vice President.
a. Perform the duties of the President in the absence of the President.
b. Chair the Run With Pride Committee.
a. Take notes of the proceedings of the meetings as a basis for preparing the minutes, enter them in the official minute book, and summarize minutes of each meeting for the next newsletter.
b. Read all papers, documents or communications as directed by the President at all meetings.
c. Bring to each meeting the minute book and a copy of the bylaws.
d. Preserve all records, reports and official documents of the club except those specifically assigned to the custody of others.
e. Prepare required notices of meetings, which notices will generally be given through the club newsletter.
f. Carry on the official correspondence of the club as directed, except for correspondence assigned to other officers, Directors or members.
a. Responsible for the collecting, safekeeping and expenditure of all club funds.
b. Maintain the financial records of the club.
c. Present a brief financial status report at each meeting of the Board of Directors.
d. Submit a full financial report to the membership at least annually.
In addition to the Executive Committee, other committees may be established by the Board of Directors as necessary to carry out the will and purpose of the club. Committee chairpersons shall be appointed by the President or by the Board. Committee decisions are subject to approval by the Board of Directors, and committees will keep the Board informed of their activities. Committee chairpersons may, with prior approval of the Board of Directors, negotiate, make commitments and enter into contracts on behalf of the club; provided, however, that no contract or commitment that will bind the club for an amount in excess of $500.00 shall be entered into without further review by and approval of the Board.
A. Vacancy in an office, the Board or a committee shall be filled by appointment of the Board of Directors. An officer or Director so appointed shall serve until the next meeting at which the vacancy can be filled by vote of the membership.
B. A vacancy in an office, the Board or a committee is considered to exist when the incumbent:
1. Resigns; or
2. No longer resides in the Greater Seattle area; or
3. Is removed from office; or
4. When there has been an abandonment of office, an implied resignation or prolonged neglect or inability to act.
Notwithstanding the foregoing, a vacancy on the Board of Directors is not required to be filled unless the number of Directors has been reduced to fewer than the minimum number of Directors as set forth in Article V. A.
VIII. Delegation of Authority
A. Officers, Directors or committee chairpersons may delegate powers and duties that require carrying out specifically described tasks that do not require the use of discretion but involve only the faithful performance of a mechanical or clerical function.
B. Legislative and/or discretionary powers and duties may not be delegated.
C. An officer, Director or chairperson retains full responsibility for the performance or exercise of the power, duties and responsibilities delegated.
IX. Meeting of Members
A. Annual Meeting. A joint membership and Board meeting held in September shall be known as the annual meeting and shall be for the purpose of electing officers and Directors, receiving reports from the officers and committees, and for any other business that may arise.
B. Special Meetings. Special meetings may be called by either the President or Vice President, a majority of the Board or upon the written request of five members of the club. The purpose of the meeting shall be stated in the call. Notice of any special meeting shall be provided to the members by any reasonable means at least 14 days prior to the scheduled meeting date.
C. Quorum. Those members present and in good standing at any meeting of the members shall constitute a quorum.
1. Only members in good standing may vote.
2. A two-thirds (2/3) majority of votes cast at any meeting of the members is required in order to amend the bylaws or dissolve the club.
3. A simple majority of votes cast at any meeting of the members is required in order to elect officers and Directors or to determine any other matter that the Board of Directors has referred to the membership for decision.
4. There shall be no absentee ballots or voting by proxy.
5. Results of each membership vote shall be provided to the membership.
A. Dues and other monies received will be used solely to promote the club's nonprofit purposes.
B. Directors and officers shall receive no compensation for their services to the club, and no portion of the club’s gross receipts shall inure to the benefit of individual members. No Director, officer or member shall vote on any matter in which he or she has a direct or indirect financial stake. Any Director, officer or member participating in a club discussion concerning such a matter is expected to disclose that he or she has a financial interest therein.
C. The club may participate in fundraising activities, the purpose of which is to fund projects that benefit the general membership or the broader community. This may include making charitable contributions approved by the Board and/or operating a fund that qualifies under 501(c)(3) of the Internal Revenue Code for charitable giving purposes.
D. In the event of dissolution, any remaining funds shall go to one or more non-profit LGBT organizations as recommended by the Board and approved by the membership pursuant to Article IX.D.2. above.