Proposed Constitution

DRAFT DEC 9, 2024

CONSTITUTION AND BYLAWS 

PARADISE RUNNING CLUB 

ARTICLE ONE: TITLE

1. The name of the club shall be Paradise Running Club and shall hereafter be referred to as the Club.

ARTICLE TWO: PURPOSES and OBJECTIVES 

1. The prime objective of the Club shall be to promote healthy living through the sport of running and to organize, arrange and participate in running events.

ARTICLE THREE: MEMBERSHIP 

1. Membership of the Club shall be open, upon application, to any interested recreational or competitive runner.

2. Any member under the age of 18, attending any Club activity or event must be accompanied by a parent or guardian at all times.

3. Any temporary guardianship, via designated form on Club website, must be in writing and signed by a parent, legal guardian and any named temporary guardian.

4. Annual memberships shall become due for payment on January 1st each year. By payment of all dues and fees the individual shall be a Club member from January 1st to December 31st.

5. Membership fees will be set annually by the Board of Directors (known hereafter as the Board) by no later than October 31st  each year and the fee will be posted on the Club website. Fees collected from November 1st through December 31st apply to the current year and following year.

6. Voting privileges shall be for those members 18 years or older at the time of the vote (18 is the voting age in NL as per Elections NL website). 

ARTICLE FOUR: DUTIES OF A MEMBER 

1. Every member of the Club shall abide by the Constitution and Bylaws, safety policy, social media policy and any other rules and regulations set forth by the Board. 

ARTICLE FIVE: TERMINATION OF MEMBERSHIP 

1. A member may leave the Club at any time. No refund of paid dues or fees will be granted. 

2. If a member fails to pay their dues and fees by January 31st, membership shall end without notice.

3. If a member has conducted themself in a manner egregious to the purposes/objectives of the Club, and/or the welfare and reputation of its members, their name may be brought up for a vote to terminate membership by the Board. Such a vote will require a majority of the Board to be effective. A refund of dues/fees will be granted if such a vote is passed.

ARTICLE SIX: AFFILIATION 

1. The Club will affiliate with the Newfoundland and Labrador Athletics Association (NLAA) and may affiliate with other local, regional or national organization or organizations which the Board of Directors approves by a majority vote at a board meeting. 

ARTICLE SEVEN: MANAGEMENT OF GOVERNANCE

1. The Board of Directors includes the following positions:

   1. President

   2. Vice President

   3. Treasurer

   4. Secretary

   5. Maximum of seven (7) Member Representatives

1.1 The Board will be elected from a pool of nominees to fill all expiring terms at the AGM.  Nominees will not run for specific positions, only a seat on the Board.  

2. The Officers (Executive) of this Club shall be President, Vice-President, Secretary and Treasurer. The Directors of this Club shall be composed of the Member Representatives.

2.1 The Executive of the Club will be voted on by those sitting on the Board at the first    meeting after the AGM to fill any expiring terms.

2.2 To be eligible for President, an individual must have served on the Board at least one (1) year within the last 24 months.

3. The term of office for the Board positions will be two years. 

3.1 The Terms of the Treasurer and Secretary shall be staggered to permit continuity in Board duties.  To effect this change, the term of the Treasurer was extended one (1) year until the Board Elections in 2025 at which time the Treasurer term reverts to a two (2) year term.

3.2 The Terms of the President and Vice President shall be staggered to permit continuity in Board duties.  To effect this change,

i) the term of the incoming President in January 2025 will extend until the Board Elections in 2027, and

ii) the term of the Vice President elected in 2025 will be for a one (1) year term until the Board Elections in 2026 at which time the Vice President term reverts to a two (2) year term. 

4. The President cannot serve for more than two (2) consecutive terms.   However, the President may seek a Member Representative position at the AGM once the term as President is complete. 

5. The Directors (non-Executive members) of the Board will oversee functions of the Board such as membership, training and volunteer coordination; race organization; clothing orders, Learn-to-Run, club events and other ad-hoc activities through an expression of interest at the Board as needed annually.

6. A majority (50%+1) of Board members are required for a quorum for a board meeting to take place providing the President and/or Vice-President are in attendance. In the absence of a meeting, any required decision can be taken to the Board’s online platform.

7. If a seat on the Board becomes vacant through resignation or other circumstances occurs, a call of interest via email or social media will be forwarded to the membership. Club members will have 10 days from the day of notice to submit their name for the vacated position. A Club member from those interested shall be chosen as a replacement by the Board for the completion of the remaining term. Duties to be delegated to other Board members until the seat is filled.

8. The duties of the Board are outlined in the document Duties of The Board of Directors.

ARTICLE EIGHT: COMMITTEES 

1. The Board shall have the power to establish any Committee deemed appropriate to assist in meeting the objectives of the Club, and to delegate to these Committees such duties as may be considered appropriate. 

ARTICLE NINE: ANNUAL GENERAL MEETING 

1. The AGM shall be held in the month of January, reasons for cancellation or postponement will be communicated to the membership. 

2. At the AGM: 

   • The Board will present an Annual Report. 

   • The Board will present the Financial Statements and a Treasurer’s Report.

   • The Board will hold elections of Member Representatives.

   • Discuss other matters specified in the agenda.

3. At least 21 days’ notice shall be given to Club members of the date and venue of the AGM. At least 7 days notice shall be given to Club members of the agenda items for the AGM. The official notice will be posted to the Club website, PRC Runs Facebook group, and by membership email.

4. All registered members of the Club, with membership fees received no less than twenty-four hours prior to the AGM, who are aged 18 years or older shall have one vote. In the case of an equality of votes the President will have a second, casting, vote.

5. Elections will be by a secret ballot and all other motions by a show of hands.

6. At the AGM, the President will act as the returning officer, an official who conducts an election and announces the result. Another Executive member of the Board will aid in the conduct of the elections. Upon election of the new Board, all ballots will be destroyed by the returning officer.

6.1 The Executive members conducting the election cannot be running for re-election to the Board.  If the President is seeking election as a Member Representative, another member of the Executive shall serve as the returning officer.

7. To facilitate a seamless transition of duties, the old Board and the new Board will meet within 2 weeks of the AGM. 

ARTICLE TEN: SPECIAL MEETINGS AND PROCEDURAL REQUIREMENTS

1. A special meeting can be called by any Club member in good standing, by notifying the Board in writing, with a minimum of 2 weeks notice. 

2. The Board members shall, without delay, communicate to the Club membership with details and timing of the special meeting without prejudice, edits or inputs.

3. A quorum shall consist of 40% of the Club membership. The Club membership count shall be the latest number provided by the Membership Coordinator. No special meeting shall be held unless a quorum is present.

4. A decision requiring a vote at a special meeting is decided by 50%+1 of the registered members in attendance. All measures shall be deemed ordinary except those proposing an amendment to the Constitution and By-Laws.

5. Elections will be by secret ballot and all other motions by a show of hands.

6. Voting will be by secret ballot and all other motions by a show of hands.

ARTICLE ELEVEN: BOARD OF DIRECTORS MEETINGS 

1. The Board of Directors of this Club shall meet a minimum of 6 times a year. 

2. Any Board member who misses three consecutive meetings, without formal notice, will be considered resigned effective immediately. Stated formal notice will have to be approved by ¾ of the Board of Directors present at the meeting. 

ARTICLE TWELVE: FINANCES 

1. The fiscal year shall start on January 1st and end on December 31st. 

2. Dues and other monies received by the Club will be spent for the operation of the Club, social events and charitable donations deemed appropriate by the Board.

3. All funds belonging to the Club shall be deposited with a bank in an account that shall carry the Club title.

4. There are four signing authorities for the Club and they are the President, Vice President, Secretary and Treasurer.  Two of four signatures must be obtained for expense reimbursements. In the event of extenuating circumstances i.e.; a conflict of interest, the transition of signing authority will be covered in the document; Paradise Running Club - Policies and Procedures.

5. Board members using Club funds for any purpose shall give a full and detailed record of expenditures to the Treasurer.

6. The Treasurer shall present a financial report, either informal or formal, at every Board of Directors meeting. 

ARTICLE THIRTEEN: DUTIES OF THE BOARD OF DIRECTORS

1. The duties of the Board of Directors shall be:

   • To conduct all Club business between meetings. 

   • To carry out functions, activities, and resolutions voted on by the Club membership.

ARTICLE FOURTEEN: DISSOLUTION 

1. In the event of dissolution of this Club, the funds in the treasury, after settling all liabilities of the Club, shall be donated to an organization with a healthy living mandate as decided by the Board by a majority vote.

2. The full membership shall receive a communique informing of dissolution. A special meeting shall be held outlining reasons for dissolution. 

ARTICLE FIFTEEN: ALTERATIONS to the CONSTITUTION

1. Voting on Constitution alterations is to occur at the AGM.

2. The Constitution may be altered by a resolution passed by the majority of registered Club members present (50% + 1).

3. It is recommended the following documents be reviewed at least once every 3 years; Constitution and By-Laws, Policies and Procedures, Duties of the Board of Directors and Paradise Running Club Safety Policy.

Adopted November 28th, 2017;  Updated January xth, 2025