Constitution and Bylaws

AMENDED AND RESTATED BY-LAWS OF
CHECKERS ATHLETIC CLUB
A corporation governed by the
Not-for-Profit Corporation Law of New York
March 10, 2021

ARTICLE I
MISSION STATEMENT

Checkers Athletic Club promotes a positive, healthy physical and mental well-being primarily through the sport of running.
 Members consist of runners and walkers of all ages and abilities, who interact athletically and socially to achieve their personal goals.

ARTICLE II
MEMBERSHIP

Section 1. Membership. Membership is open to all runners and their families.
 A nominal membership fee will be assessed for members to cover insurance at club-sponsored events, and other reasonable expenses.
  The fee structure is to be determined by the board. Memberships are renewable annually by February 1.

Section 2. Termination of Membership for Cause. A member who does not conduct himself or herself in accordance with the purpose of the club can have
 his or her membership revoked by a super majority vote (two-thirds) of the sitting board. Examples of cause include, but are not limited to:

(a)	unwelcome sexual flirtation, advances or propositions;
(b)	sex-based conduct that is intimidating, hostile or offensive;
(c)	requests for sexual favors;
(d)	verbal or physical conduct of a sexual nature;
(e)	continued or repeated verbal abuse of a sexual nature;
(f)	sexually degrading language to describe an individual;
(g)	unwelcome remarks of a sexual nature to describe a person's body or clothing;
(h)	display of sexually demeaning objects or pictures;
(i)	offensive physical contact, such as unwelcome touching;
(j)	coerced sexual intercourse;
(k)	sexual assault;
(l)	rape, date or acquaintance rape, or other sex offenses either forcible or non-forcible.

ARTICLE III
GOVERNANCE

Section 1. Board of Directors. Checkers AC will be governed by an elected board of directors. The number of board members will be determined by need.

Section 2. Board of Directors Election Procedure.

(a)	Board members shall be nominated by a call for nominations. Nominations will be submitted within two weeks of the spring general meeting.
(b)	Members can vote via traditional mail, by e-mail, or in person at the spring general meeting.
(c)	Elections will take place at the spring general meeting. A simple majority of the membership who are present will be required for election.
(d)	Proxy votes must be received by a board member who is not running for a board seat that year. The president will appoint this board member prior to ballots being distributed to the membership.
(e)	Board member voting ballots will be counted by three (3) board members who are not running that year.
(f)	In the event of ties in board election voting relevant to the five open board seats,
 the three (3) board members counting the votes shall be empowered to deliberate and determine a winner (or winners) from among the candidates who are tied in the voting.

Section 3. Terms of Office. Board appointments will begin immediately upon election and continue for a period of two (2) years.

Section 4. Resignations and Appointments. Resignations from the board should be made in writing to the club president.
 Appointments to fill vacant positions will be made by the president. Appointed board members will serve out the remainder of the term of the resigning board member.

Section 5. Officers. The president and vice president will be selected by the board at the first board meeting following the election of the board.
 If more than one person elects to run for either or both president and vice president, a ballot vote will be conducted.
  As it is a specialized position that requires a unique skill set, the treasurer will be appointed to the board by the board.
   The treasurer assumes a board position with full voting privileges. Additional officers will be appointed by the president from among the elected board members.

Section 6. Responsibilities of the Board. The board shall be responsible for the following:

(a)	maintaining a balanced budget;
(b)	scheduling club-sponsored races;
(c)	coordinate training for club members;
(d)	arrange training facilities;
(e)	promote athletics in general;
(f)	coordinate social events;
(g)	provide for the general operations of the club.
(h)	Remit all funds collected for club activities within 30 days to the club treasurer for deposit in the club account. Extensions may be granted as long as they are approved by the board.

Section 7. Responsibilities of the President/Designee:

(a)	Confirm the agenda for board meetings.
(b)	Preside over all board meetings.
(c)	Oversee the various activities of the club.
(d)	Appoint officers.
 
Section 8. Responsibilities of the Vice President/Designee:

(a)	Confirm the agenda for board meetings in the president's absence.
(b)	Preside over all board meetings in the president's absence.
(c)	Oversee the various activities of the club in the president's absence.
(d)	Appoint officers in the president's absence.
(e)	Assume club presidency should the president resign or otherwise no longer be capable of continuing his or her duties as president.

Section 9. Responsibilities of the Secretary/Designee:

(a)	Record, reproduce, and distribute copies of minutes and all other relevant records to all members of the board.
(b)	Maintain a file of all club minutes and make copies available to all board members.
(c)	Prepare and distribute agendas for board meetings.

Section 9. Responsibilities of the Treasurer:

(a)	Maintain all financial records of the club.
(b)	Report monthly to the board and annually to the membership at the spring meeting as to the fiscal status of the club.
(c)	Collect and process dues.
(d)	Collect advertising revenue.
(e)	Make required monetary distributions for the club.
(f)	Deposit all funds collected within 30 days to the club account. Extensions may be granted as long as they are approved by the board.

Section 10. Removal from Office. An officer or board member may be removed from office by a vote of no-confidence by a two-thirds vote of the entire board of directors. 

ARTICLE IV
BOARD MEETINGS

Section 1. Meetings of the Board.

(a)	The board will meet at least ten (10) times annually.
(b)	An agenda for the meeting will be prepared by the secretary and distributed to the board prior to the meeting.
(c)	Minutes will be taken by the secretary and will be made available to the board members prior to the next meeting.
(d)	A quorum for the transaction of any business shall be a simple majority of board members.
(e)	Decision-making votes/resolutions, other than those specifically stated in these bylaws, will require a simple majority of those present.
(f)	Any Checkers' member in good standing may attend a board meeting and inquire-within reason-about the club's business.
(g)	Meetings will be conducted under a modified version of Robert's Rules of Order.
(h)	After their election to the board, it is important that board members honor their commitment to the club and make every effort to attend each board of directors meeting.
 The president will review meeting attendance each March.
 For any board member who has missed two or more meetings in the previous 11 months, the president will determine if and what action should be taken.
  Board members can request attendance records at any time by emailing the club secretary.

ARTICLE VI
CONFLICT OF INTEREST

Section 1. Definition of Conflict of Interest. A Checkers board member has a conflict of interest if the board member has existing or potential business,
 financial or personal interest, or holds an elected or appointed position that could impair or might reasonably appear to impair the exercise of
independent, unbiased judgment in the discharge of his or her responsibilities to the club. 

Section 2. Conflict of Interest Dispute. If the board member in question disputes as to whether
a conflict of interest is present, the matter shall be decided by a majority vote of the board of directors.

Section 3. Failure to Disclose Conflict of Interest. 
If a board member with a conflict of interest fails to disclose the conflict and participates in a vote on an issue in which he or she has a conflict of interest,
 it shall not affect the validity of the action taken by the board of directors on the issue.

Section 4. Appropriate Action.

(a)	Board members will immediately disclose to the board of directors any known conflicts of interest or any that may arise in the future.
 Such disclosure shall be included in the minutes of the current or next meeting of the board of directors.
(b)	The board will vote on whether the board member disclosing a conflict of interest will or will not be allowed to be present for discussion of the issue.
(c)	If the board votes to exclude the board member from the room during the discussion, the board member will be permitted to make a statement on the issue prior to leaving the room.
(d)	No board member will be permitted to vote on any specific issue in which he or she has a conflict of interest.
(e)	A board member may be removed from the board of directors for failure to comply with this policy.

ARTICLE VII
COMMITTEES

Section 1. Committees. Committees shall be formed as needed to assist board members in the tasks described above.

Section 2. Special Event Committees. Committees shall be formed to assist with special events, i.e., club-sponsored races, social events, etc.
 
ARTICLE VIII
GENERAL MEMBERSHIP MEETINGS

Section 1. General Meetings.

(a)	There will be two general meetings of the membership annually: spring and fall. The general business of the club will be discussed.
(b)	Election of board members will be held at the spring meeting.
(c)	Resolutions brought before the general membership for approval will require a simple majority of those present.
(d)	Proxy votes on matters before the general membership will be accepted one week in advance of the meeting.