Palm Springs Frontrunners
A California Nonprofit Public Benefit Corporation
The name of this corporation shall be Palm Springs Frontrunners, aka Palm Springs Front Runners & Walkers (PSFR&W), which has been granted IRS 501(c)(3), non-profit, tax-exempt status through a Group Exemption with the Road Runners Club of America. Our Group Exemption number is 2702. Our Federal Tax ID number is 33-0759322. We are also officially Club number 1246 of the Road Runners Club of America. The name of this Corporation can be changed by a majority vote of the Board.
Purpose and Affiliation
Section 1 Purpose
Provide healthy activities for gay men, lesbians and others, to include but not be limited to, scheduled walks, runs and other activities for the benefit and enjoyment of the members. The specific purpose of this Corporation is to support local and/or national charitable activities through financial contributions and/or volunteer efforts.
Promote a positive image of the Club and its membership to the public.
Section 2 Affiliation
PSFR&W shall be a member of Road Runners Club of America, the International Front Runners and other organizations as approved by the Board.
Membership is open to persons without regard to race, color, sex, religion, national origin or sexual orientation. Membership is limited to persons who have attained the age of twenty one (21). Membership shall become effective upon the submission of a written and signed membership application accompanied by appropriate membership dues.
The Board will annually determine the amount of membership dues.
The Board of the Organization may terminate membership for inappropriate behavior. A majority vote of the Board will be required for this action.
Section 1. Powers.
Subject to the provisions of the California Nonprofit Corporation Law, the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to a Committee (however composed), or other person, provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without limiting the generality of the foregoing, the Directors shall have the following powers:
A. To select or remove any Directors of the Corporation. Prescribe such powers and duties for them as may not be inconsistent with law, the Articles of Incorporation or these Bylaws.
B. To conduct, manage, and control the affairs and business of the Corporation, and to make such rules and regulations therefore as are not inconsistent with law, with the Articles of Incorporation or these Bylaws.
C. To adopt and make and use the Corporate Seal, if any, and to alter the form thereof from time to time as in their judgment they deem best, provided such seal shall, at all times, comply with the provisions of the law.
D. To appoint other Committees as more specifically provided in these Bylaws.
Section 2. Number of Directors.
The authorized number of Directors of the Corporation shall not be less than five (5) nor more than fourteen (14), until changed by amendment of the Articles of Incorporation or by amending this Section 2 of the Bylaws. The exact number of Directors shall be fixed from time to time within the limits specified in this Section 2, by the Board. A majority of the authorized number of Directors shall constitute a quorum (51%) for the transaction of business.
Subject to the above provisions for changing the number of Directors, the authorized number of Directors of the Corporation shall be fourteen (14).
Section 3. Election and Term of Office.
PSFR&W shall be governed by the elected Board of Directors. Directors shall be elected by the general membership and will serve a two year term. Each Director, including a Director appointed to fill a vacancy, shall hold office until a successor has been elected and qualified. A Director may succeed himself or herself in office. All Elections choosing the Directors of the Palm Springs Front Runners & Walkers will be conducted as follows:
A. Five (5) Directors shall be elected each year.
B. In November, the Board will appoint a Nominating Committee to seek out nominees and will compile the ballot by February 1st.
C. A nomination form for open positions will be placed in the December newsletter.
D. Write-ins will be allowed for all positions.
E. If a secret written ballot is necessitated by virtue of having more that one candidate for a given position, a secret ballot will be sent to the membership via the March newsletter. Only members in good standing at the time of the election may vote. Ballots will be counted on the third Saturday of March by the Secretary and Treasurer who will then certify the election of new Board members.
F. If only one person is nominated for each open position, a vote of acclimation will then be conducted on the third Saturday of March. A prior two-week notice to this effect must be given.
G. Installation of Directors will be on the third Saturday in March following either election process.
Section 4 Vacancy and Removal.
Upon any vacancy on the Board, the remaining members of the Board will appoint a replacement. The appointee will serve for the remainder of the term.
The President may be removed by a simple majority vote of the Board. The Board will elect one of its remaining Directors to the position of President as soon as possible.
Any Director may be recalled by the PSFR&W general membership. Any member of PSFR&W may submit a petition for recall to the Board of Directors. It must contain the valid signatures of at least twenty-five percent (25%) of the PSFR&W general membership. The Board, upon verifying the signatures and certifying the required number, will declare the Officer recalled. The Board will then appoint a member to fill the vacant position.
Any Director may resign effective upon giving written notice to the President. The Board will appoint a successor.
Alternately, any Director may be removed for valid reasons as established by the Board, by a majority vote of the full Board. The Board will then appoint a member to fill the vacant position. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director's term of office.
Section 5. Place of Meetings; Meetings by Telephone.
A regular or special meeting of the Board may be held at any place consented to in writing by all the Board Members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communications equipment. As long as all Directors participating in the meeting can hear one another, all such Directors shall be deemed to be present in person at such meetings.
Section 6. Special Meetings.
The President or any two Directors may call special meetings of the Board for any purpose at any time. Notice of the time and place of special meetings shall be delivered personally to each Director or communicated to each Officer by telephone or e-mail.
Section 7. Action at a Meeting: Quorum and Required Vote.
Presence of a majority (51%) of the authorized number of Directors at a meeting of the Board constitutes a quorum for the transaction of business.
Section 8. Adjourned Meeting and Notice.
A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
Section 9. Fees and compensation.
The Directors shall receive no compensation for their services as such.
The Board may, by resolution adopted by a majority of the Directors then in office and provided that a quorum is present, designate one or more Committees, each consisting of one or more Directors and other Club Members, to serve at the pleasure of the Board. If any Committee Member should need to be absent from any meeting, the Board may designate one or more Directors to be alternate Members of the Committee. At this time, the Board of Directors shall consist of the following positions: Advertising, Fundraising, Information Technology, Membership, Newsletter, Publicity, Social, and Travel.
Section 1 Officers.
The Officers of the Corporation shall consist of a President, Vice-President, Secretary, and Treasurer who are elected as such by a vote of the membership at election time.
Section 2 Duties of the President
The President shall be the General Manager and Chief Executive Officer of the Corporation and shall perform all the duties commonly incident to that office, including supervision, direction, and control of business and all other affairs of the Corporation. The President shall, when present, preside at all meetings of the Board and shall perform all the duties commonly incident to that office. The President shall perform such other duties as the Board may from time to time determine.
Section 3 Duties of the Vice-President
The Vice-President will have duties as directed by the President, will preside over Board meetings in the absence of the President, and will learn the duties of the President in anticipation of running for President at the end of the President’s term.
Section 4. Duties of the Secretary
The Secretary shall record or cause to be recorded, and shall keep or cause to be kept at such places as the Board may order, a book of minutes of actions taken at all meetings of Directors and Committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
The Secretary shall give, or cause to be given, notice of all the meetings of the Board and of the Committees of this Corporation required by these Bylaws or by law to be given, and shall have such other powers and perform such other duties as may be prescribed by the President or by these Bylaws.
The Secretary shall provide Board meeting highlights for the newsletter.
Section 5. Duties of the Treasurer.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.
The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and Officers, whenever they request it, an account of all of the Treasurer's transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
The Treasurer shall also be responsible for compiling an annual budget (January – December). In October of each year, Committees will submit their proposed detailed budgets for the following year showing proposed income and expenses for each activity. The Treasurer will compile this information into a proposed budget which will be submitted to the Board of Directors for approval at the December Board of Directors meeting.
Indemnification of Directors, Officers,
Purchase of Liability Insurance
No member can sue any Director or Chairperson. Grievances will be settled in arbitration by a panel consisting of three (3) Officers selected by the Board of Directors.
Upon and in the event of a determination by the Board of the Corporation to purchase indemnity insurance, the Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this article; provided, however, that the Corporation shall have no power to purchase and maintain such insurance to indemnify any agent of the Corporation for a violation of Section 5233.
Execution of Corporate Instruments
The Board may, in its discretion, determine the method and designate the signatory Officer or Officers or other person or persons, to execute any Corporate instrument or document, or to sign the Corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Corporation.
All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation, or in special accounts of the Corporation, shall be signed by such person or persons as the Board shall authorize to so do.
Annual Report to Directors
The Treasurer shall provide to the Directors, no later than 120 days after the close of its fiscal year (January-December), a report containing the following information in appropriate detail:
A. The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
B. The principal changes in assets and liabilities, including trust funds, during the fiscal year.
C. The revenue or receipts of the Corporation both unrestricted and restricted to particular purposes, for the fiscal year.
D. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
E. Any information required by Section 6322 of the California Corporations Code.
The report shall be accompanied by any pertinent report of independent accountants, or, if there is no such report, the certificate of an authorized Officer of the Corporation that such statement’s were prepared without audit from the books and records of the Corporation.
Maintenance and Inspection of Corporate Records
Section 1. Maintenance and Inspection of Articles and Bylaws.
The Corporation shall keep the original or a copy of its Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times.
Section 2. Maintenance and Inspection of Other Corporate Records.
The accounting books, records, and minutes of proceedings of the Board and any Committees of the Corporation shall be kept at such place or places designated by the Board. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary Corporations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
Except as otherwise provided by law or by these Bylaws, the Board may, by vote of a majority of the Board at a meeting where a quorum is present, adopt, amend, or repeal these Bylaws with thirty (30) days notice to all of the Board Members.
In order to dissolve the Corporation, the Board must unanimously vote to so do. The general membership, by a majority vote of the entire membership, must concur with the action of dissolution by the Board. In the event of dissolution of the Corporation, the funds in the Treasury, after all creditors have been paid, shall go to 501 (c) (3) non-profit organization(s) designated by the Board.
Construction and Definitions
Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the California Nonprofit Corporation Law, as amended from time to time, shall govern the construction of these Bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a Corporation as well as a natural person.