BY-LAWS OF THE DOLPHIN SOUTH END RUNNERS CLUB
(ADOPTED AT MEETING HELD NOVEMBER 19, 1990)

I. FOUNDER. It is acknowledged that the San Francisco Dolphin South End Runners Club was founded by Walt Stack in 1966.

II. TITLE. The name of the association shall be “The Dolphin South End Runners Club, Incorporated”, hereafter referred to as “this association” or “this organization.”

III. OBJECT. The prime object of the association shall be the promotion and encouragement of long distance running and walking and the education of the public to their benefits.

In furtherance of these objectives, this association may hold championships, races on the road or track, lectures, fun runs, scenic runs, walks, other educational activities, demonstrations, clinics, and social events; to print and publish books, magazines, and newsletters; make awards; and do all such other things as may be conducive to the encouragement of running and walking.

Other objectives are to engage in community activities, to publicize by appropriate means the benefits of distance running, walking, jogging, and to coordinate with other agencies advocating running and walking as a means of physical fitness.

IV. AFFILIATION. This association shall be a chapter of the Road Runners Club of America (RRCA), and all measures adopted by that body must be considered by this organization.

V. MEMBERSHIP. Individuals who wish to participate in the activities of this organization shall submit dues and an application for membership.

VI. MANAGEMENT OR GOVERNMENT. The management of this association shall be vested in a Board of Directors consisting of a president, senior vice-president, second vice president, secretary and treasurer.

Amendment 7-22-07:

1. Vacancies among the directors shall be filled by the Board of Directors for the unexpired term. Although one person may hold two or more offices, that person shall have only one vote. The offices of president and treasurer may not be held by the same person.

2. If it comes to pass that a full Board of Directors cannot be elected, the existing Board of Directors will appoint an Executive Committee to temporarily perform the management functions necessary to ensure the club’s continuity. Any officers that were elected will become members of the Executive Committee. The Executive Committee will continue to operate until such time that a full Board of Directors can be elected. Under these circumstances, an attempt to elect a complete Board of Directors will be made on a continuing basis until achieved.

VII. DUTIES OF OFFICERS:

PRESIDENT: To preside over meetings, represent this association in the RRCA, to call any special meetings, and to appoint committees and chairpersons thereof.

SENIOR VP: To assume the powers of the president in his (or her) absence.

SECOND VP: To take on special assignments as requested by the president.

SECRETARY: To record minutes of meetings, to keep a file of such minutes, and when requested by the president, to accept assignments involving correspondences and the keeping of records.

TREASURER: To administer all financial dues and to have the authority to sign or disburse necessary appropriations as directed and filing applicable tax returns.

Amendment 1-19-03: OFFICER-AT-LARGE: Special assignments and duties to be designated by the President. Position to be non-elective appointment by the President and terminating annually in concert with DSE elected officers.

VIII. ELIGIBILITY:

Succession: Officers may be elected to succeed themselves.

Term of office: Term of office shall be about one year, beginning with or at the close of the first meeting within the calendar year, and in no case beginning later than March 31. Offices filled upon resignation shall also expire at the time of the first meeting of the calendar year.

Elections: Officers shall be elected by majority vote of those present at the meeting.

Amendment 1998: Officers shall be elected by majority vote of those present at the General Meeting or by Absentee Ballot.

Amendment 2002: Members seeking office must declare their candidacy to the election committee in sufficient time to be included on the ‘Absentee Ballot’ to be published in the DSE Newsletter.

IX. PROCEDURAL REQUIREMENTS. Parliamentary procedure will be carried on at meetings, and every effort will be made to discuss any measures coming before the group. A majority vote of the members present is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing an amendment to these bylaws. A quorum shall consist of twice the number of elected officers, plus one. No official meeting shall be held unless a quorum is present.

A bylaw amendment may be accomplished by a two-thirds vote of the members present at the meeting. Only those who have been members of this organization for 30 days prior to the proposal of such amendment may vote upon such. All members must be notified at least 7 days prior to voting that bylaw amendments will be discussed and voted on. Meetings will be held at least twice annually and more frequently if called by the president.

X. FINANCES. Dues shall be determined by a majority of the members present at a business meeting and shall not be changed more often than once per year. This is a nonprofit organization. Dues, entry fees and other monies received by the organization will be spent entirely for carrying out the stated purpose of the organization. No part of the net earnings of the club shall inure to the benefit of its individuals. Members using association funds for any purpose shall give a full record of expenditures to the treasurer. This organization shall be empowered to participate in fund-raising activities. This organization will submit a portion of the annual dues to the RRCA as membership in that body shall require.

XI. DISSOLUTION. In the event of dissolution of this association, 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.