By Laws  
River City Runners & Walkers Club Inc  
Parkersburg, West Virginia  
(Revised:  June 25th, 2023)  
 
ARTICLE I – NAME  
 
The name of this organization shall be River City Runners & Walkers Club Incorporated, herein 
after sometimes referred to as "This Association" or "This Organization".  
 
ARTICLE II – PURPOSE AND POLICIES  
 
SECTION 1- PURPOSE  
The purpose of this organization shall be the promotion and encouragement of running 
and walking and the education of the public to its benefits.  
 
SECTION 2 – POLICIES   
It is the policy of this association to promote running and walking through racing events, 
lectures, fun runs, demonstrations, clinics, social events, newsletters, awards, and such other 
activities as may be conducive to the encouragement of running and walking.  
 
           The association shall also be involved in community activities to publicize by appropriate 
means the benefits of running, jogging, walking and in coordinating activities with other 
agencies that advocate running and walking as a means of physical fitness.  
           
                                         ARTICLE III – MEMBERSHIP  
 
SECTION 1 – ELIGILIBILITY  
The River City Runners & Walkers Club Inc. adopts and implements The Road Runners 
Club of America’s (RRCA) nondiscrimination policy in all matters relating to membership and 
participation in club sponsored activities. In addition, this association will abide by the RRCA’s 
commitment to Diversity, Equity, and Inclusion. 
 
SECTION 2 - CLASSES OF MEMBERSHIP  
There shall be three classes of membership: regular, family, and full-time student or 
senior 65 years and over. Any member of the immediate household holding a family 
membership shall be entitled to all privileges of membership, except that the family membership 
is entitled to a single Newsletter and a separate vote for each member over the age of 17. 
Student and senior memberships may be held by individuals, under terms and conditions set by 
the Board of Directors, for less dues than a regular membership. The Board of Directors, by 
majority vote, may award life memberships to deserving individuals. The Renewal 
memberships, under terms and conditions set by the Board of Directors may also award to an 
individual.  
 
SECTION 3 – DUES   
The annual dues for each class of membership shall be determined by a majority vote of 
the Board of Directors and shall not be charged more than once per year. Dues may be paid for 
a three-year period at the current, appropriate membership dues fee times three. For a member 
to remain in good standing, renewal payment is due and must be received by the Membership 
Secretary by the last day of December on which the membership expires.  
 
 
 
SECTION 4 – LIMITATION OF AUTHORITY   
Except as otherwise specified in these Bylaws, no member shall act in the name of the 
association or take any action that would bind the association.  
ARTICLE IV- MEETINGS  
SECTION 1 – REGULAR MEETINGS   
Regular meetings will be held once a month. Regular meetings shall be held for the purpose 
of:  
1. Conducting club business  
2. Disseminating information of interest to members  
SECTION 2- SPECIAL MEETINGS  
A Special meeting of members may be called by the President or the Board of Directors. 
Notice of a special meeting shall be publicized in the newspaper, posted on the River City 
Runners & Walkers Facebook page, or posted on the River City Runners & Walkers website 
stating the date, hour, place where it is to be held, and the purpose of the meeting. No business 
other than stated in the notice shall be transacted.  
SECTION 3- ANNUAL MEETINGS   
An Annual meeting of members for the election of the Board of Directors shall be held 
each December. This meeting will also serve as the annual Christmas Dinner for the 
association. 
SECTION 4 – ACTION BY CONSENT OR BY INTERNET   
Any action required or permitted to be taken at any meeting of the Board of Directors 
may be taken without a meeting. The Board of directors may participate in a meeting by 
telephone, internet, or other similar communications equipment by which all members are 
contacted and the decision shall be made a by majority vote. All information concerning this 
transaction is to be filled with the minutes.   
ARTICLE V – MANAGEMENT  
SECTION 1 – MANAGEMENT   
The management of the River City Runners & Walkers Club Inc. shall be vested in a 
board of directors, who shall have general charge and control of the affairs, funds, and property 
of the organization. The board shall consist of not more than nineteen (19) members who in turn 
elect a President, a Vice President, a Secretary, and a Treasurer.  
SECTION 2 – DUTIES OF OFFICERS   
A) President – The President shall have general charge of the business, affairs, and 
property of the Club. The President will preside over meetings and see the resolutions of the 
Board of Directors are carried into effect, represent the association, or designate a 
representative to the RRCA, call all regular and special meetings, and to appoint committees 
and chairpersons thereof.  
B) Vice President – The Vice President will assume the powers of the president in his 
absence and oversee and coordinate special assignments as requested by the president and 
the board of directors.  
C) Secretary – The Secretary shall give notice of Special meetings. The secretary will 
record the minutes of meetings and send copies of the minutes of all meetings to the Board of 
Directors. The secretary will keep a file of such minutes, books, reports, and all other 
documents required by law. When requested, the secretary will accept assignments involving 
club correspondence.  
D) Treasurer – The treasurer shall have custody of the corporate funds and other 
valuable effects. Shall keep full and accurate accounts of receipts and disbursements in books 
belonging to the Club and shall deposit all moneys and other valuable effects in the name and 
to the credit of the Club in such depositories as may be designated by the Board of Directors. 
The Treasurer shall have the authority to co-sign and disburse checks. Any disbursement shall 
be supported by a voucher or receipt.  
SECTION 3 – ELIGIBILITY   
All club members are eligible to serve on the board of directors and to hold office. Board 
members and officers may be elected to succeed themselves.  
SECTION 4 – ELECTION OF BOARD MEMBERS  
A) Nomination – A nominating committee composed of one member of the board and 
one member from the general membership, appointed by the vice-president shall present to the 
membership a single slate of names for nomination at the annual meeting. The committee shall 
obtain from each nominee an agreement to serve if elected prior to the meeting. The committee 
is to make every effort to compose a slate of nominees that represent a cross section of the club 
membership. Additional nominations may be made at the meeting.  
B) Election – Board members shall be elected by secret ballot of the members present if 
there are more than nineteen (19) nominees. The election shall be held at an annual meeting in 
December. The newly elected board members are to elect officers prior to assuming their 
duties.  
C) Term – All board members shall be elected for a one-year term beginning January 1.  
D) Vacancies – A vacancy of any board seat may be filled by a majority vote of the 
remaining members of the board of directors.  
E) All board members are required to attend at least 75% of regular board meetings 
during their term. Allowances may be made for unforeseen circumstances such as illness or 
changes beyond the board member’s control.  
SECTION 5 – REMOVAL   
An elected Director may be removed at any time, with or without cause, either at an 
Annual or Special Meeting called for such a purpose. A quorum being present, a Director may 
be removed by majority vote of members in good standing present and voting.  
SECTION 6 – PROXIES   
No member may vote by proxy at an Annual or Special Meeting.  
ARTICLE VI– FINANCES  
A) The finances of the organization shall not be used to benefit any individual member.  
B) Members using association funds for any purpose shall give a full record of the 
expenditures to the treasurer.  
C) This organization shall be empowered to participate in fund raising activities.  
D) This organization will submit a portion of the annual dues to the Road Running Club 
of America as membership in that body shall require.  
E) The fiscal year of the River City Runners & Walkers Club Inc. shall be from April 1 to 
March 31.  
ARTICLE VII – QUORUM  
A quorum at board meetings shall consist of anything more than one half of current 
board members. For special and annual meetings of the membership, a quorum will consist of 
those present. 
ARTICLE VIII – AMENDMENT TO THE BYLAWS 
An announcement to inform all members that an amendment to the Bylaws will be 
discussed and voted upon, at least two weeks in advance, shall be publicized in the newspaper, 
posted on the River City Runners & Walkers Facebook page or posted on the River City 
Runners & Walkers website, stating the date, hour, place where the meeting will take place.   
The Bylaws may be amended by a two-thirds vote of the members present at the 
meeting.  
ARTICLE IX – DISSOLUTION  
In the event of dissolution of this association the funds in the treasury, after all creditors 
have been paid, shall be donated to the U.S. Olympic track and field team, or any other 
organization designated by River City Runners & Walkers Club Inc. Membership.  
ARTICLE X – NON-PROFIT 
This organization shall be a non-profit running club.