By-Laws

River City Runners & Walkers Club Inc

P.O. Box 4496

Parkersburg, West Virginia

(Approved: December 6th, 2025)

 

ARTICLE I – NAME

The name of this organization shall be River City Runners & Walkers Club Incorporated, hereinafter sometimes referred to as "the Club".

ARTICLE II – PURPOSE

 

SECTION 1- PURPOSE
The Club is organized to provide community-based running and walking organizations that empower all people to participate in the sport of running, walking, pursuing enjoyment, health, well-being, and competition. In furtherance of our purpose, the Club hosts group runs/walks, fun runs/walks, training runs/walks, running and walking events, and programs on the road, track, and trails. The Club hosts education sessions about topics of interest for runners and walkers, provides awards, hosts social events, and all such other things as may be conducive to the encouragement of running and walking. The Club also engages in community activities, to publicize by appropriate means, the benefits of running and walking as a means of physical fitness to improve the health status of people in our community.

ARTICLE III – AFFILIATION

The Club shall be a chapter of the Road Runners Club of America, 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 RRCA, as membership of that body shall be required.
 

ARTICLE IV – MEMBERSHIP

SECTION 1 – ELIGIBILITY
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 member-only activities. In addition, this association will abide by the RRCA’s nondiscrimination policy and commitment to Diversity, Equity, and Inclusion.

SECTION 2 - CLASSES OF MEMBERSHIP
Membership in the Club will be on an annual basis starting January 1 and ending December 31st, regardless of join date. 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 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 regular membership. The Board of Directors, by two-thirds (2/3) vote, may award life and Hall of Fame memberships to deserving individuals.

Individuals wanting to participate in the activities of the Club 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.

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 three years 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. Each year, the Club Interns will receive free membership. Late renewal of membership may affect eligibility for club awards and programs.
 

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 V- MEETINGS

SECTION 1 – REGULAR MEETING OF THE BOARD OF DIRECTORS
Regular meetings of the Board of Directors 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, the Board of Directors, or upon the written request of not less than twenty-five percent (25%) of the total members eligible to vote. The Board will determine if the meeting will be held in person, via tele-or video conferencing, or a combination of the two. Notice of a special meeting shall be publicized in the newspaper, posted on the River City Runners & Walkers social media platforms, 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. The Board will determine the method of voting for a special meeting.

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. A quorum at the annual meeting of the membership will be the majority of the Board of Directors and no less than 11 voting members.

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 by majority vote. All information concerning this transaction is to be filed with the minutes.

ARTICLE VI – 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 no less than 3 elected board members that are not related to each other and no more than nineteen (19) members who, in turn, elect a President, a Vice President, a Secretary, and a Treasurer. It carries out all the mission, purposes, and objectives for which the Club is organized. This general mandate includes, but is not limited to:

•Fiduciary, legal, and strategic oversight, and guiding the organization by adopting sound,ethical policies and monitoring the Club’s programs and services.
•Reviewing all information provided by the Treasurer and other board members related to oversight of the organization.
•Participating in all scheduled board meetings, unless excused for an absence.
•Ensuring adequate resources and financial sustainability for the Club, which requires fundraising support and engagement by all directors and officers.
•Serving as ambassadors for the organization.
•Hiring and setting compensation for any independent contractors, race directors,coaches, or staff.
 

SECTION 2 – DUTIES OF OFFICERS

​

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 appoint committees and chairpersons thereof.

​

Vice President – The Vice President will assume the powers of the President in his/her absence and oversee and coordinate special assignments as requested by the President and the Board of Directors.

​

Secretary – The Secretary shall give notice of Special meetings. The Secretary will record the minutes of meetings following Robert's Rules of Order 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.

​

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 money 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. Any disbursement shall be supported by a voucher or receipt. The Treasurer will oversee the budget planning process which includes the budget being approved for the following fiscal year not later than December 31st, ensure adequate income is available to achieve the budgeted

expenses, safeguard the organization's 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.

​

​

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 before the meeting. The committee is to make every effort to compose a slate of nominees that represents a cross-section of the club membership. Additional nominations may be made at the meeting.

B) Election – All Board members shall be elected by a majority vote of those present atthe annual membership meeting. Board members shall be elected by a 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 before 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
As determined by a two thirds (2/3) vote of the other board members, an officer or director may be removed from the Board for missing three consecutive regular board meetings without an excuse approved by the Board; engaging in illegal (unlawful) activity; convicted of crime while on the Board; egregious violations of stated Board policies including the Code of Conduct that are not corrected by the Director/Officer following a written warning by the Board.

SECTION 6 – PROXIES
RCRWC maintains a no proxy policy.

SECTION 7 – CLUB POLICIES
The following policies will be maintained by the Board and posted on the Club’s website. These policies will be reviewed on a biannual basis unless it is required prior to that time. Membership shall be able to request a review at any monthly meeting with notice to the Board.

•Conflict of Interest Policy.
•Code of Conduct Policy.
•Social Media Policy.
•Race Director Policy and Code of Ethics.
•Fiscal Policy.

ARTICLE VII – COMMITTEES & TASK FORCES

The Board of Directors has the authority to create committees and task forces, appoint 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 a term as defined by the Board of Directors. 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 outcome approval, acceptance or rejection, and ratification of the actions of a committee or task force.

SECTION 8 – CLUB RACES

A) Existing Club-Owned Races

 

• Races currently owned and operated by the Club shall remain under the exclusive control of the Race Director designated by the Club unless otherwise decided by a two-thirds vote of the Board of Directors.

• The Club shall maintain a list of all races it owns, including the date of acquisition or creation, and any relevant agreements or documentation. At the time of approval of this version of the by-laws, there are current races where this documentation doesn’t exist.

• Any changes to the management, branding, or ownership status of the Club-owned race must be approved by the Board and documented in the Club’s official records.

​

The following are club-owned races at the time this revision of the by-laws was approved

​

•Winter Series, which includes Jingle Bell 5K, Icicle 5K, Valentine 5K, and March Hare 5K

•Trail Series, which includes McDonough Frontier Trail Race, Broughton Trail Race, and Mountwood Challenge Trail Race

•Chick-Fil-A 10K
•Kicks for Kids 5K
•Kids Series
•Parkersburg Turkey Trot
•Beginner’s Clinic
•Chick-Fil-A Cross Country Meet

B) Acquisition of Race Events

Any race event (including but not limited to road races, trail races, virtual races,or fun runs) may become the property of the Club through:

•Formal transfer of ownership from an individual, organization, or entity to the Club, documented in writing and approved by a majority vote of the Board of Directors.
•Creation and development of a new race by the Club, with planning, funding and execution overseen by the Board or a designated Race Committee.

ARTICLE VIII– FINANCES

The Board establishes an annual operating budget and sets membership dues 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 the approval of the Board majority.

All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club are signed by authorized officers or employees and following 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 or whose deposits are insured by the Federal Deposit Insurance Corporation or another government insurance agency.

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.

The fiscal year of the River City Runners & Walkers Club Inc. shall be from January 1 to December 31.

ARTICLE IX – QUORUM

A quorum at Board Meetings shall consist of anything more than one-half of the current board members. For special and annual meetings of the membership, a quorum will consist of those present.

ARTICLE X – VOLUNTEER BOARD SERVICE

The members of the Board of Directors shall serve without salary, and no part of the net income of the Club shall inure to the benefit of its directors, officers, or other private persons; provided, however, that the Club may make payments and distributions to third parties including payments to pay the reasonable operating expenses of the Club. The Board may authorize for reimbursement, in accordance with the Club’s policies on reimbursements, the reasonable expenses incurred by members of the Board in the performance of their duties. The Board shall maintain a Conflict of Interest policy and require each board member to annually complete a disclosure statement, which statement shall be reviewed annually by the Board.

No loans shall be made by the Club to the members of the Board or its employees.

ARTICLE XI – TAX STATUS AND DISSOLUTION

No part of the net earnings of the Club incurs 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 nor 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 federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, 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 the Road Runners Club of America or other 501(c)(3) nonprofit organization with a similar purpose to the Club’s.

ARTICLE XII – 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 Social Media Platform, 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.