AMENDED AND RESTATED BYLAWS OF TEAM RED LIZARD
Adopted unanimously by the board of directors December 20th 2006
SECTION 1 TITLE
1.1. The name of the organization shall be Team Red Lizard, hereafter referred to as “TRL”.
2.1. The prime object of TRL is to promote the running and multi-sport community by offering a training, racing, and social network to assist athletes of all abilities in achieving their fitness and competitive goals.
2.2. In furtherance of paragraph 2.1, TRL may hold training runs, races, lectures, fun runs, demonstrations, clinics, and other educational activities and may make awards, establish a website and message board, publish a newsletter, and conduct such other activities as are approved by TRL’s Board of Directors (hereinafter the “TRL Board”).
2.3. TRL is committed to mobilizing the talent and energies of athletes to “give back” to their communities by partaking in volunteer activities. In furtherance of this goal, the TRL Board may enlist TRL members to participate in volunteer activities designated by the TRL Board, regardless of whether these activities are related to sport.
3.1. Members. Membership shall be open to all who are interested in the purposes stated in Section 2, above. Individuals who wish to become members shall submit dues and an application for membership, according to procedures established by the TRL Board.
3.2. Code of Conduct and Good Sportsmanship. All members must maintain the integrity of sport and TRL by fair and safe conduct when participating in sports events, whether those events are organized by TRL or by others. Members must also abide by rules of good taste and decency when participating in TRL social events, including postings on the TRL message board, according to standards established by the TRL Board. The TRL Board retains the right to reject membership applications based on this section anytime within 60 days of receipt of dues, without regard to the procedures of section 3.7 below.
3.3. Benefits of Membership. Members will receive such benefits as are established by the TRL Board. Membership benefits will begin as soon as practicable after application for membership and submission of dues under Section 3.1, above.
3.4. Membership Classes and Voting Rights. TRL shall have one or more classes of voting members, as determined by the TRL Board. The initial classes of voting memberships are as follows: individual memberships, which will have one vote per membership for matters properly coming before the membership for a vote (as described in Section 4 of these bylaws), and family memberships, which will have two votes per membership for matters properly coming before the membership for a vote. However, the TRL Board from time to time may establish other classes of voting or nonvoting members, on such terms and conditions as the TRL Board deems advisable in its discretion.
3.5. Dues. The TRL Board may set dues for one or more classes of its members, as the TRL Board may determine. The dues amount may be different for different classes of members, and dues may be changed by action of the TRL Board. Members will be considered to be in good standing only if they are in current status in paying dues that are applicable to their class. Only members in good standing are entitled to vote in any members’ meetings, to serve in any of TRL’s elective or appointive positions, or receive any of the benefits of membership.
3.6. Term of Membership. The term of membership shall be established by the TRL Board. Different classes of memberships may have different terms. Initially, all memberships are for one year. Memberships are nontransferable.
3.7. Termination of Membership.
A. Causes of Termination. A membership shall terminate on the occurrence of any of the following events:
(i.) Resignation of the member, communicated to the TRL Board or its designee under procedures established by the TRL Board;
(ii.) Expiration of the period of membership, unless the membership is renewed according to procedures established by the TRL Board;
(iii.) Failure to pay dues within the time period set by the TRL Board after they become due and payable;
(iv.) Death of the member;
(v.) Revocation of membership under paragraph B of this section of these Bylaws.
B. Revocation of Membership. Membership may be revoked for cause, including but not limited to failure to adhere to the Code of Conduct and Good Sportsmanship stated in Section 3.2 of these Bylaws. Revocation can only be conducted by a two-thirds majority of the TRL Board, following at least 15 days’ notice to the affected member. The affected member may, within 10 days of the sending of the notice, request a public or private hearing before the TRL Board at the Board’s next meeting. Individuals whose membership has been revoked are not eligible for reentry as TRL members for a minimum of 12 months and within 5 years of revocation may only be readmitted by a majority vote of the TRL Board. Revoked members’ dues shall be refunded in proportion to the amount of time remaining in their membership.
4.1. Definitions. A “members’ meeting” is a business meeting at which members of the organization as described in Section 3, above (hereinafter “members”), are entitled to vote on matters properly coming before them. Meetings of the TRL Board are addressed separately, in Section 5 of these Bylaws.
4.2 Categories of Meetings. There are two categories of members’ meetings: the annual meeting and special meetings.
A. Annual Meeting. An annual meeting of members shall be held during the month of January (or such other month as may be selected by the TRL Board) at a time and place inside or outside of the State of Oregon, designated by the TRL Board. The annual meeting may be combined with a meeting of the TRL Board. The annual meeting must be held once per calendar year. All other members’ meetings are special meetings.
B. Special Meetings. Special meetings may be convened by the TRL Board or by written petition of at least 10 percent of the TRL membership, tallied by counting individual memberships as one person, and family memberships as two persons. Special meetings called for by members’ petition must be held within 45 days of the submission of the petition unless the petition waives this requirement. The petition shall state in at least general terms the purpose for which the meeting is being called. Special meetings called by the TRL Board may be scheduled at any time selected by the TRL Board. Special meetings may be combined with meetings of TRL Board. Special meetings shall be held at a time and place designated by the TRL Board, inside or Outside of the State of Oregon, so long as the designated place is not chosen to be deliberately inconvenient to the majority of members.
4.3. Notice of Meetings. Notice stating the place, day, and hour of any members’ meeting, and the purpose or purposes for which the meeting is called, shall be transmitted to all voting members not less than 15 days before the date of the meeting. Such notice shall be given either personally or by mail or email to any address that the member may have provided to TRL. Notices need not be sent to members who have supplied no current address.
4.4. Setting of Agenda. The President shall set the agenda for any members meeting, provided that agenda items may also be added:
A. By the request of any three serving Directors.
B. By written petition of at least 5 percent of the TRL membership, tallied by counting individual memberships as one person, and family memberships as two persons, so long as such petition is submitted at least 15 days in advance of the meeting and that suitable ballot language is provided to the TRL President and the TRL Secretary sufficiently far in advance of ballot mailing to allow ballots to be printed and mailed according to the deadline of Section 4.7, below.
4.5. Posting of Agenda. The agenda for any members’ meeting will be made available to the members at least 30 days prior to the meeting.
4.6. Scope of Meetings. No business other than the business the general nature of which was set forth in the agenda may be transacted at any members’ meeting (although any topic may be discussed at any members’ meeting, so long as no action is taken on it).
4.7. Ballots. All votes shall occur by written ballot cast either by mail or in person at the meeting. Ballots must be mailed to all members last known addresses, at least 10 days in advance of the meeting. Ballots may be combined with the notice of the meeting, if mailed according to the deadline in section 4.3, above. Ballots will specify a date at which they must be returned to the TRL Secretary. Late-arriving ballots will not be counted.
A. Family Memberships. Family memberships carry two votes regardless of the number of family members in attendance at a meeting. The TRL Board, in consultation with the TRL Secretary, shall establish reasonable procedures to ensure that family membership votes are properly tabulated.
4.8. Quorum. A quorum shall be comprised of the lesser of 20 voting members (counting family memberships as two people) or 10 percent of the current voting membership (again counting family memberships as two people). Mailed-in ballots count toward the establishment of a quorum.
A. Failure to achieve a quorum. If a quorum is not achieved for an election of officers or directors, the vote must be re-conducted. If a quorum is not established for other business, the TRL Board may, at its discretion (a) call for a special members’ meeting; (b) place the topic on the agenda for its next regularly scheduled meeting; or (c) convene a TRL Board meeting to consider the matter on the spot, if a quorum of the TRL Board exists, as defined in Section 5, below.
4.9. Moderator. The TRL President shall preside over any members’ meeting. In the President’s absence, the task shall fall to the Vice-President, Secretary, Treasurer, the President’s designee, or anyone elected from among the members physically present at the meeting, in that order of precedence.
4.10. Required Vote. Except for votes for the election of officers, a majority of the votes actually cast shall be necessary for the adoption of any matter voted on by the members unless a greater proportion is required by law or these bylaws.
A. Special Voting Rules for Election of Officers. See section 5.
BOARD OF DIRECTORS (TRL BOARD)
5.1. Powers. All powers and affairs of TRL shall be exercised by or under the authority of the TRL Board.
A. A “director” is any member of the TRL Board. Some directors are officers. All directors have equal voting rights.
B. “Officers” are the President, Vice-President, Secretary, and Treasurer.
5.3. Number and Qualifications. The TRL Board shall consist of not fewer than 4 nor more than 13 members. All directors must be members in good standing. The number of directors may be altered, within the minimum and maximum, by action of the TRL Board. At least one Officer must be a U.S. citizen and resident of the State of Oregon.
5.4. Election of Officers. Officers are elected by vote of the TRL members via a members’ meeting and mailed-in ballots as described in Section 4, above. The candidate receiving the largest number of votes wins, provided that the candidate receives at least one-third of the total number of votes entitled to be cast. If no winner can be determined for an office, a runoff election will be held between the top two vote-getters under procedures to be established by the TRL Board. If the runoff election again fails to produce a winner (e.g., for lack of a quorum), the TRL Board may appoint any TRL member in good standing to fill the open position.
5.5. Nominations. The President may appoint a Nominating Committee to recommend candidate Officers for inclusion on the next ballot for Officers. The Nominating Committee or President may, if desired, nominate more than one person for each open position. In addition, any member wishing to be nominated may contact the President or the Nominating Committee (a “self-nomination”). Any TRL member may also recommend candidates to the President or the Nominating Committee. All self-nominations and recommended names will be added to the ballot unless the Nominating Committee or the President determines that a recommended nominee is unqualified under Section 5.3, above, or is otherwise unsuitable for the office, provided that no person may be placed on the ballot without that person’s consent. Any qualified candidate may also be added to the ballot by presenting the TRL Secretary with a petition signed within the previous 60 days by the lesser of 10 TRL members or 5 percent of the TRL members, at least 10 days prior to the mailing of ballots.
5.6. Terms of Office (Officers). Except for the filling of a vacancy, the terms of office for all officers shall be two years.
5.7. Vacancies. A vacancy in the TRL Board shall exist upon the death, resignation, or removal of any Officer. Vacancies may be filled at the next annual members’ meeting, by special members’ meeting, or by interim appointments by action of the Board of Directors.
5.8. Appointment of non-Officer Directors. Non-officer Directors shall be appointed by the TRL Board. Non-officer directors may be appointed to serve either specific or general purposes, and shall serve at the discretion of the Board or until the biennial election of Officers, whichever is shorter. This means that the size of the TRL Board will vary from a starting number of four (the Officers) at the beginning of each term to whatever number of Directors the TRL Board determines are necessary, within the limits of Section 5.3, above.
5.9. Resignation. A Director (including an Officer) may resign at any time by delivering written notice to the President or the Secretary, except that no Director may resign if that resignation would leave TRL without any Director meeting the citizenship and residency requirements of Section 5.3 of these Bylaws. Once delivered, a notice of resignation is irrevocable unless revocation is permitted by the TRL Board.
5.10. Recall of Directors. Any or all members of the TRL Board may be removed from office, with our without cause, at any time by an affirmative vote of a majority of the voting rights entitled to be cast by the members present at any members’ meeting at which a quorum is present, provided that the topic of recall was one of the stated purposes of the meeting and was properly included on that meeting’s ballots.
5.11. Duties of Officers
A. President. The President shall preside over TRL Board meetings and, by virtue of the office be Chairman of the TRL Board. The President shall also: serve as TRL spokesperson unless the President asks the TRL Board to designate an alternative spokesperson; appoint members of committees; see that all books, reports and certificates required by law are properly kept or filed; be one of the officers who may sign the checks or drafts of the organization; and have such powers as may be reasonably construed as belonging to the chief executive of any organization.
B. Vice-president. The Vice-president shall assist the President and act as President when the President is unavailable, with all the rights, privileges and powers as if duly elected president.
C. Secretary. The Secretary shall keep the minutes and reports of the organization in appropriate books; file any certificate required by any statute, federal or state; give and serve all notices to TRL members; be the official custodian of the records and seal of this organization; be one of the officers required to sign the checks and drafts of the organization; submit to the TRL Board any communication addressed to the Secretary of the organization; tabulate ballots; maintain the TRL membership roster; oversee the sending of renewal and dues announcements; attend to all other correspondence of the organization; and exercise all duties incident to the office of Secretary.
D. Treasurer. The Treasurer shall collect and disburse funds as directed by the TRL Board, set up and maintain TRL’s bank account(s), and manage TRL’s accounts. The Treasurer shall cause all receipts to be deposited in a regular business bank or trust company except that the TRL board may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state and must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at such stated periods as the TRL Board shall determine a written account of the finances of the organization; such report shall be affixed to the minutes of the TRL Board of such meeting. The Treasurer shall exercise all duties incident to the office of Treasurer.
5.12. Meetings. The TRL Board shall meet at least 4 times per year at times and places of its selection. Meetings will be open to members, who have the right to address the Board. The time allotted for members’ comments may be limited by the Board as needed to facilitate business, but it may not be reduced to zero. Meetings of the TRL Board may be called by the President, or by any three Directors. Notice of meetings must be sent to all Directors at least seven days in advance (email or message board postings will suffice), except for regularly scheduled meetings. Directors shall be notified in advance of agenda items at upcoming meetings, according to procedures established by the TRL Board. Meeting agendas may be modified at the meeting with the consent of all directors or a declaration of a majority of the directors that the newly submitted issue is too urgent to be held over to the next meeting.
5.13. Quorum. A quorum for meetings of the TRL Board is comprised of a majority of the Directors serving immediately before the meeting begins. If a quorum is not present, the President must schedule a new meeting at the earliest reasonable date.
5.14. Voting. Unless otherwise required by Oregon law or these bylaws, actions of the TRL Board require a majority vote of the Directors present at the meeting. Directors may not vote by proxy. In the case of actions taken without meeting, a majority vote of all serving directors is required.
5.15. Adjourned meetings. A majority of Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of an adjourned meeting need not be given unless the meeting is adjourned for more than 24 hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
5.16. Committees. The TRL Board may create one or more standing committees or ad hoc committees comprised of one or more individuals apiece. Committee members need not be members of the Board of Directors but all committees must be assigned one or more Directors with whom to liaise. Members of committees serve at the pleasure of the TRL Board. Committees have no power to act on behalf of TRL except as directed by the TRL Board.
5.17. Action Without Meeting — Board. At its discretion, the TRL Board may take actions without meeting, via email or other electronic communications. The email or electronic communications that form the basis for these actions need not be made public to the TRL membership, but the action shall be described at the next meeting of the TRL Board and included in the minutes. If more than one Director objects to the action at the time it is taken, it must, if possible, be reconsidered at the earliest possible meeting.
5.18. Action Without Meeting – Committee. Committees may also take actions without meeting.
5.19. Minutes. Minutes of each TRL Board meeting shall be made available to all TRL members in a timely fashion.
5.18. Procedures. The TRL Board may function by informal consensus-building. At the request of any Director, however, the procedures of Robert’s Rules of Order shall apply, with the limitation that so long as good-faith efforts are made to comply with these rules, no action of the TRL Board may be considered invalid due to errors in parliamentary procedures. Committees may establish their own procedures.
5.20. Compensation. Directors and members of committees may receive reimbursements of out-of-pocket expenses in accordance with policies or resolutions adopted by the TRL Board. Directors shall not otherwise be compensated for service in their capacity as directors.
6.1. Dues shall be as determined by the TRL Board.
6.2. TRL is a non-profit organization. Dues, entry fees, and other monies received by TRL will be spent entirely for carrying out the stated objectives of the organization.
6.3. No expenditure in excess of $200 may be made without prior, specific approval of the TRL Board.
6.4. Conflict-of-Interest Transactions. A conflict-of-interest transaction is a transaction with TRL in which a Director or Officer has a direct or indirect financial interest in excess of $100. Such transactions are permissible if:
(a) The transaction is fair to TRL at the time it was entered into;
(B) The material facts of the transaction and the Director or Officer’s interests are disclosed or known to the TRL Board or its relevant committee;
(c) The TRL Board determines that TRL could not obtain a more advantageous arrangement with reasonable effort in the circumstances;
(d) TRL enters into the transaction for its own benefit; and;
(e) The transaction is approved by the TRL Board.
The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section. The provisions of this section do not apply to a transaction that is part of an educational or charitable program of TRL merely because one or more directors or officers or their families are in the class of persons intended to be benefited by that educational or charitable program, so long as there is no undue favoritism in the selection of educational or charitable programs to be supported by TRL.
6.5. TRL and the TRL Board are empowered to participate in fund-raising activities.
RELATIONSHIP WITH RED LIZARD, INC.
7.1. TRL is a separate legal entity from Red Lizard, Inc.
8.1. In the event of dissolution of this organization, the funds in the treasury, after all creditors have been paid, shall go to one or more non-profit organizations selected by the TRL Board.
AMENDMENT OF THESE BYLAWS
9.1. These bylaws may be amended in the following manners:
A. By vote of the TRL Board, subsequently ratified at the next annual members’ meeting.
B. By vote of the members at an annual or special meeting at which the proposed bylaws revision has been properly placed on the agenda by petition, as described in Section 4, above.