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Constitution

CONSTITUTION
and
BYLAWS
of the
EDINBURGH RUNNING NETWORK

(1 March 2012)

CONTENTS

    1. Name
    2. Purpose
    3. Affiliation
    4. Membership
    5. Membership Fees
    6. Meetings of the Membership, AGM and EGMs
    7. Executive Committee and Elections
    8. Finances
    9. Dissolution
    10. Amendments to the Constitution
    11. Declaration
    12. Documents
      1. Code of Conduct
      2. Problem Solving Procedure

I. NAME

The name of the organisation shall be “Edinburgh Running Network” hereafter referred to as “the Club”.

II. PURPOSE, AIMS AND OBJECTIVES

(a) Purpose

The Club is organised to provide a structured organisation for the purpose of promoting endurance running as a sport and healthy lifestyle within Edinburgh. In furtherance of our purpose, the Club hosts group runs, fun runs, training runs and programs on the road and/or track, hosts education lectures about topics of interest for runners, provides awards for club members, hosts social events for members, and all such other things as may be conducive to the encouragement of running. The Club also engages in community activities, to publicise and support by appropriate means, the benefits of running as a means of physical fitness to improve the health status of people in our community.

(b) Aim

The aim of the Club will be to support and encourage running activities in Edinburgh and by its members anywhere.

(c) Objectives

The objectives of the Club will be:

  1. To offer encouragement for all those wishing to participate in ERN activities in an inclusive and non-discriminatory way.
  2. To encourage runners of any level who wish to train, race and socialise with like-minded runners.
  3. To encourage club members to expand their running participation and take part in events across the globe.
  4. To be known as a friendly and welcoming running club, particularly open to new members.
  5. To promote the Club within the local running community, and where appropriate, nationally.
  6. To undertake a variety of social and running related activities for the benefit of members and the wider community.
  7. To undertake such voluntary and charitable work by members and through Club activities as is associated with the Club’s purpose and aim.
  8. To ensure a duty of care to all members of the Club.
  9. To provide all its services in a way which is fair to everyone and to ensure that all present and future members receive fair and equal treatment.
  10. To provide transparent and regular reports to members on the administration of the Club.

III. AFFILIATION

The Club shall be affiliated to Scottish Athletics. The Club will submit a portion of the annual dues described in Section V to Scottish Athletics as membership in that body shall require.

IV. MEMBERSHIP

Membership in the Club will be on an annual basis starting on 1st March each year. Anyone over the age of 18, (agreed 10 May 2013), can join the Club without regard to race, creed, colour, national origin, gender, sexual orientation, political or other opinion, physical condition, or age (minors may be excluded from membership/participation at the discretion of club/event leadership).

Individuals who wish to participate in the activities of this organisation 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. All members who join the club will be enrolled as a Full member.

Membership shall consist of officers and members of the Club. All members will be subject to the regulations of the constitution and by joining the Club will be deemed to accept these regulations and codes of conduct that the Club has adopted.

V. MEMBERSHIP FEES

The annual membership fee rate for Club membership will be set on an annual basis by the Management Committee and shared annually with the membership as part of the regular joining and renewal process for membership of the Club.

If the Executive Committee elects to raise dues by more than 25% from one year to the next, the membership will vote on the recommended dues increase.

VI. MEETINGS OF THE MEMBERSHIP AND ANNUAL GENERAL MEETING

The members of the Club shall meet at least once a year at a date and time established by the Executive Committee typically in February of each year.

At the Annual General Meeting of the Club, a report will be provided on the activities of the Club during the previous year. Elections for positions on the Management Committee will be held, the budget of the Club will be submitted for review by the membership, and dues approval can be voted on by the membership as needed.

The AGM will be quorate so long as there is a simple majority of the Executive Committee present, and no less than 15% of the voting members.

Notice of the AGM will be given by the Club Secretary not less than 30 days clear notice being given to all members.

The AGM will receive a report from officers of the Executive Committee and a statement of the accounts.

Nominations for officers of the Executive Committee will be sent to the Secretary in writing (or e-mail) at least 7 days prior to the AGM.

Elections of officers will take place at the AGM. All members have the right to vote at the AGM. The quorum for the AGM will be not less than 15% members present (to include authorised proxy votes).

The Executive Committee has the right to call Extraordinary General Meetings (EGMs) outside the AGM. Procedures for calling an EGM will be the same as for the AGM.

VII. EXECUTIVE COMMITTEE AND ELECTIONS

The general membership elects the following officers of the club, constituted in an Executive Committee:

  1. Chairman
  2. Treasurer
  3. Secretary
  4. Website Manager
  5. Communication Coordinator
  6. Social Coordinator
  7. Membership Coordinator
  8. (and other members as desired)

A. Executive Committee responsibilities

The Executive Committee is the governing authority and has total oversight over the management of the Club’s affairs. It carries out all the purpose, aim and objectives for which the Club is organised.

This general mandate includes, but is not limited to, setting Club policy, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the Club’s programmes and services, elevating the Club’s public image, and hiring of any employees or independent contractors.

The Executive Committee will be responsible for adopting new policy, codes of conduct and rules that affect the organisation of the Club.

The Executive Committee will have powers to appoint sub-committees as necessary, and appoint advisors to the Executive Committee as necessary to fulfil its business.

The Executive Committee will be responsible for disciplinary hearings of members who infringe the CLub’s rules, regulations or constitution. The Executive Committee will be responsible for taking any action of suspension or discipline following such hearings.

B. Duties of Members of the Executive Committee

Chairperson – To preside over meetings, represent this association with Scottish Athletics, to call any special meetings, and to appoint committees and chairpersons thereof with approval from the Executive Committee.

Treasurer – To oversee the budget planning process, ensure adequate income available to achieve the budgeted expenses, safeguard the organisation’s assets, draft financial policies for Executive Committee approval, anticipate and report financial problems, ensure the Executive Committee receives regular and accurate financial statements and that the Executive Committee members understand the information presented.

Secretary – To record minutes at all meetings, to keep a file of such minutes, to oversee the election process for all Executive Committee members, and, when requested by the Chairperson, to accept assignments involving correspondence and the keeping of records.

Website Manager – To keep the Club’s website up to date and to update the Club’s Facebook page.

Communications Coordinator – To issue regular communiques with members by e-mail, through Facebook and using such other media as is appropriate.

Social Coordinator – to organise informal social gatherings of the Club’s members, including the Christmas party and such other get togethers as the membership welcomes.

Membership Coordinator – To communicate with new members and provide them with the necessary information and ensuring they join our communications distribution list.

(and other members as desired)

C. Eligibility

All Executive Committee Members must be fee paying members of the organisation and in good standing.

D. Term of Office

Term of office shall be two years (24 months), beginning with or at the close of the Annual General Meeting. Any Executive Committee member may serve up to a maximum of ten years on the Executive Committee and then must take a year off. The Chairperson will appoint any Executive Committee seat vacated during a term, with approval by the Committee within 60 days of resignation of the seat. Appointed terms will end with the term of the seat, which is at the close of the Annual General Meeting.

E. Elections

All Executive Committee members shall be elected by a majority vote of those present at the annual membership meeting. (Proxy voting for absent members will be permissible so long as there is a written note from the member due to be absent authorising a named other member to vote in person at the AGM on their behalf).

F. Procedural requirements

Open and transparent discussion will be held at Committee meetings, and the Executive Committee will report back to the membership on any major decisions arising and on a periodic basis. Every effort will be made to discuss any measures coming before the membership by the Executive Committee. A majority vote of the Executive Committee members present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment. A quorum shall consist of [five] members. No official meeting shall be held to have taken place unless a quorum is present.

VIII. FINANCES

The Executive Committee, on the advice of the Treasurer, will establish an annual operating budget and sets membership dues and event entry fees to support that budget.

All Club monies will be banked in an account held in the name of the Club. No Club funds may be deposited in the personal account of a member of the Executive Committee.

The Club Treasurer will be responsible for the finances of the Club. 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.

The financial year will end on 28 February.

Any cheques drawn against Club funds should hold the signatures of the Treasurer plus up to two other officers.

The Executive Committee may authorise the Chairperson and/or any officer to enter into any contract in the name of and on behalf of the Club with approval of the Executive Committee majority.

If the Chairperson 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 authorised by the Executive Committee or be allocated to actions which will further the purpose, aims and objectives of the Club, subject to prior consultation with the membership and ratification at a future AGM.

IX. DISSOLUTION

A resolution to dissolve the Club can only be passed at an AGM or EGM through a majority vote of the membership.

If, upon dissolution or winding up of the Club, there remains after the satisfaction of all the Club’s debts and liabilities any property whatsoever, the same shall be given or transferred to some other organisation or other nonprofit or charitable organisation with a similar purpose to the Club’s.

X. AMENDMENTS OF THE CONSTITUTION

The Constitution will only be changed through agreement by a two-thirds majority of those voting at an AGM or EGM as follows: (a) a proposed amendment must be submitted in writing to the Club Chairperson at least 30 days preceding the annual meeting; (b) the Executive Committee by majority vote determines its position for, against, or for with a recommended change; and (c) the Executive Committee returns the proposal along with its position to be included in the notice of the AGM.

In emergency or extraordinary situations, as defined by the Executive Committee, the Executive Committee (by two-thirds [2/3] vote of the entire Executive Committee) may waive the 30-day submission deadline and bypass the requirement of including the proposed amendment in the notice of the annual meeting. In such emergency cases the Executive Committee must communicate the proposed amendment and Executive Committee position to the membership at least 20 days prior to the meeting.

A proposed amendment, which has not been recommended by the Executive Committee and has been defeated at the annual meeting may not be resubmitted until at least one annual meeting has intervened. The Executive Committee determines, in its sole discretion, whether an amendment is sufficiently similar to one previously considered to be governed by this subsection.

An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.

The Executive Committee may renumber, revise, codify and correct any provision in these bylaws, and in the rules, policies, procedures and regulations of Scottish Athletics, to eliminate errors, to correct spelling and grammar, to provide consistent numbering and to bring about proper order and sequence, but in so doing it may not change the meaning of any provision.

Failure of literal or complete compliance with provisions of the bylaws with respect to dates, times and notice, or the sending or receipt of the same, or errors in phraseology of notice of proposal, do not invalidate the actions or proceedings of the members at any meeting, as long as the members judge (by majority vote) that no substantial injury to the rights of members has occurred.

XI. DECLARATION

Edinburgh Running Network hereby adopts and accepts this Constitution as a current operating guide regulating the actions of member.

This Constitution came into force on 1 March 2012, as agreed at the AGM held on 12 February 2012, and amended on 23 June 2014

Signed: Chris March (Club Chair)

Date: 23 June 2014

Signed: Krista Black (Club Treasurer)

Date: 23 June 2014

XII. DOCUMENTS

Club Code of Conduct:

code-of-conduct-v1-0

Club Problem Solving Procedure:

problem-solving-procedure-v1-0