Bylaws of The Runners Club
(Date Adopted: September 21, 2019)
The name of the Club shall be The Runners Club Tanzania hereafter referred to as “the Club”.
The Club is organized to provide a structured organization for the purpose of promoting running as a main sport and healthy lifestyle within our community. In furtherance of our purpose, the Club hosts marathon, dualthon, triathlon, quadrathlon, group runs, fun runs, training runs and programs on the road and/or track/ or trail, 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. The Club 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.
The Club shall be a chapter of the Baraza La Michezo la Taifa (BMT), and all measures adopted by that body must be considered by this organization. This Club will submit a portion of the annual dues described in section V to the BMT as membership in that body shall require.
Membership in the Club will be on an annual basis starting January 1. Anyone can join the Club without regard to race, creed, color, national origin, gender, sexual orientation, physical condition, or age (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 Club activities.
The monthly dues rate for the Club membership are as hereunder;
(a) Full Members : Tshs 10,000 per month
(b) Corporate/Institution Members: Tshs 200,000 per month
(c) Visiting Members: Tshs 30,000 per month
This will be set on an annual basis by the Board of Trustees and shared annually with the members as part of the regular join and renew process for the Club. If the Trustee elects to raise dues by more than 25% from one year to the next, the membership will vote on the recommended dues increase.
VI. MEETING OF THE MEMBERSHIP
The members of the Club shall meet at once a year at a date and time established by the Board of Trustees that is no more than 21 days before the start of the next AGM.
(a) Elections shall be done during annual general meetings.
(b) Budget review/approval shall be done during annual general meetings.
(c) Voting for dues shall be done during annual general meetings, if the proposed raise is more than 25%
(d) Quorum at the annual meeting of the membership will be majority of the Board of Trustees and no less than 50 voting members minus one.
2. Order of Business:
The Order of Business at the above-mentioned meetings shall be determined by the Chairman. Every effort will be made to email the proposed agenda to the membership prior to the meeting. It should include if needed the following items;
(a) Call to Order
(b) Reading Minutes of previous meeting
(c) Receiving communications
(d) Reports of Officers
(e) Unfinished business
(f) New Business
(a) A quorum of the Board of Trustees shall be 50% minus one (1)
(b) A quorum of the membership meetings shall be 5% of the voting members as of December 31st of the preceding year.
VII. BOARD OF TRUSTEES AND ELECTIONS
The general membership elects the following Board of Trustees: president, vice president, honorary treasurer, and honorary secretary (and other members as desired) at the end of their tenor.
A. Board responsibilities:
The board is the governing authority and has total oversight over the management of the Club’s affairs. It carries out all the objectives and purposes for which the Club is organized. This general mandate includes, but is not limited to, setting Club policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the Club’s programs and services, elevating the Club’s public image, and hiring of any employees or independent contractors.
B. Board of Trustees Members and Duties:
1. President – to preside over meetings, represent this association with the BMT, to call any special meetings, and to appoint committees and chairpersons thereof with approval from the Board.
2. Vice-President – to assume the powers of the president in his/her absence, and to take on special assignments as requested by the president.
3. Honorary Secretary – to record minutes at all meetings, to keep a file of such minutes, oversee the election process for all board members, and, when requested by the president, to accept assignments involving correspondence and the keeping of records.
4. Honorary Treasurer – Oversee the budget planning process, ensure adequate income available to achieve the budgeted expenses, safeguard the organizations assets, draft financial policies for board approval, anticipate and report financial problems, ensure the board receives regular and accurate financial statements and that the board members understand the information presented, ensure federal, state, and local reporting takes place, and other duties as requested by the president.
All Board Members must be dues paying members of the organization and in good standing.
D. Term of Office:
Term of office shall be three years (36 months), beginning with or at the close of the annual membership meeting. Any Board of Trustee Member may serve up to a maximum of six years on the board and then must take a year off of the Board. The president will appoint any board seat vacated during a term, with approval by the Board within 60 days of resignation of the seat. Appointed terms will end with the term of the seat, which is at the close of the annual membership meeting.
All Board members shall be elected by a majority vote of those present at the annual membership meeting. The name of each candidate for election must be proposed and seconded by two Full Members on the Nomination List, which shall be posted on the Notice Board together with the Notice of the Annual General Meeting. The Candidate will signify his/her acceptance of his/her nomination. Nomination will close seven days before the date of the Meeting. Immediately thereafter the Honorary Secretary or the General Manager will remove the Nomination List from the Notice Board. Nominations from the floor during the Meeting shall not be permitted. Elections shall be by secret ballot supervised by at least two Full Members from the floor nominated by Annual General Meeting. The club shall use electronic voting system for voting members, who have registered for online voting.
When, in the judgment of the Board of Trustees, any question of particular importance shall arise, or when substantial funds are to be expended that have not been presented and voted upon at the Annual Meeting or a special meeting called for the purpose, such matters shall be put to a vote of the active members with or without a special meeting. The officers may choose to submit the matter to the membership in writing by email for a vote, and the question thus presented shall be determined by a majority of votes received by email within two (2) weeks after such submission to the members
F. Procedural requirements:
Parliamentary procedure will be carried on at meetings, and every effort will be made to discuss any measures coming before the group. A majority vote of the Board of Trustees members present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment. A quorum shall consist of not less than four members. No official meeting shall be held unless a quorum is present.
G. Conflicts of Interest:
The Club recognizes that, at times, members of the Board of Trustees or General Club Officers will perform services for the club for which they will be financially compensated or other circumstances will exist which create a conflict of interest with their fiduciary responsibility to the club. Trustees in such positions will not vote on matters for which a conflict exists and will recuse themselves as appropriate from deliberations of the Board of Trustees or other club committees regarding such matters. Furthermore, it is the responsibility of any Trustee or General Club Officer for which a conflict of interest exists to promptly and fully disclose to the Board of Trustees in writing the nature of the conflict.
VIII. COMMITTEES & TASK FORCES
The Board of Trustees has the authority to create committees and task forces, appointment members, and dissolve committees and task forces as it deems appropriate to carry out the purpose of the Club. The Board will define the duties and deliverables for all committees and task forces and outline the performance expectations for all members of a committee or task force. All committee and task force members serve for three years or a term as defined by the Board of Trustees. The Board is kept informed of the activities and progress of all committees and task forces, and the Board has oversight duties in regard to the final outcome approval, acceptance or rejection, ratification of the actions of a committee or task force. (The committees may include race committees, membership, sponsorship, newsletter/website, special programs – youth, beginning, walking, etc.)
The Board establishes an annual operating budget and sets membership dues and event entry fees to support the budget. The board may authorize the president and/or any officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club with approval of the Board majority. All cheques, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club are signed by authorized officers or employees and in accordance with policies and procedures adopted by the Board. All monies for the Club are deposited to the credit of the Club in banks that are members of the Club or their staff are members of the Club. 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 quarterly. At the same time, he/she reviews a forecast of estimated deposits and disbursements for the succeeding quarters. 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.
X. SAVINGS CLAUSE
Failure of literal or complete compliance with provisions of the bylaws with respect to dates, times and notice, or the sending or receipt of the same, or errors in phraseology of notice of proposal, do not invalidate the actions or proceedings of the members at any meeting, as long as the members judge (by majority vote) that no substantial injury to the rights of members has occurred.
XI. TAX STATUS AND DISSOLUTION
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, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.
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 income tax or corresponding section of any future federal tax code.
Upon dissolution of the Club, the funds in the treasury, after all creditors have been paid, shall go to Baraza la Michezo la Taifa (BMT).
The Board of Trustees is responsible for developing and regulating the use of the Club’s logo, insignia, colours, badges and flags for the Club as it deems desirable.
The Chapter shall indemnify any and all of its trustees or officers or former trustees or officers or any person who may have served at its request or by its election as a trustee or director or officer of another corporation, against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been trustees or a director or officer of the corporation or of such other corporation, except in relation to matters as to which any such trustee or officer or former trustee or officer or person shall be adjudged in such action, suit or proceeding to be liable for willful misconduct in performance of duty and to such matters as shall be settled by agreement predicated on existence of such liability.
The indemnification provided hereby shall not be deemed exclusive of any other rights to which anyone seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.
XIV. GENERAL CLAUSES ON WHATSAPP GROUP
1. A member must do walking/jogging/running/cycling/swimming or any other form of exercise at least twice a week and send proof of exercise to the WhatsApp group.
2. It’s mandatory to join runners group from any of the two approved APPs (i.e. Strava or Endomondo) for Admins to track progress of active members. You may use any other app parallel with group approved APP during workouts you can join either of the two groups
(i)Below is Endomondo Group link to join https://www.endomondo.com/invite/ch/36840853?id=2buuaz8n28x747i7vy1rw
(ii)Strava running club https://www.strava.com/clubs/therunnerstz
3. No posting of adverts/shilawadu/politics or *Pornography* If you do, you will be immediately removed. You will be out of the group for 48hrs – 1 week
4. All shared information/jokes/updates related to mainly running/ walking and jogging are permitted.
5.If you are not interested in running then this group is not for you because primarily this is the purpose of the group and other exercises are a bonus.
6. Feel free to arrange duo or group walks/jogs/runs either in group or inbox as aim of the group is fitness networking
7. If this group is not for you, please feel free to press EXIT GROUP
8. Do not invite new members who are not ok with these rules
9. Never change group name or Icon if you are not a group admin, if you are to do so, admins’ approval is essential
10.Chatting for Issues that are not related to exercising/marathons is not allowed, excessive and unnecessary chatting will lead to your removal from the group.
11. NO PROFANITY: Please refrain from languages that will offend members in our running community. Using disrespectful words towards others will lead to removal from the group
XV. AMENDMENTS TO THESE BYLAWS
These bylaws may be amended by two-thirds of those voting at an annual meeting, as follows:
(a) a proposed amendment must be submitted in writing to the Club president at least 120 days preceding the annual meeting;
(b) the board by majority vote determines its position for, against, or for with a recommended change; and
(c) the board returns the proposal along with its position to be included in the notice of the annual meeting.
In emergency or extraordinary situations, as defined by the board, the board (by two-thirds [2/3] vote of the entire board) may waive the 120-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the annual meeting. In such emergency cases the board must communicate the proposed amendment and board position to the membership at least 30 days prior to the meeting.
A proposed amendment, which has not been recommended by the board and has been defeated at the annual meeting may not be resubmitted until at least one annual meeting has intervened. The board determines, in its sole discretion, whether an amendment is sufficiently similar to one previously considered to be governed by this subsection.
An amendment becomes effective upon adoption, unless another date is specified as part of the amendment. The board may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of the RRCA, to eliminate errors, to correct spelling and grammar, to provide consistent numbering and to bring about proper order and sequence, but in so doing it may not change the meaning of any provision.
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