CONTENTS:

I. NAME
II. PURPOSE
III. AFFILIATION
IV. MEMBERSHIP
V. FINANCES
VI. MANAGEMENT AND GOVERNANCE
VII. MEETINGS
VIII. ELECTIONS
IX. CLUB EVENTS
X. PUBLICATIONS
XI. INDEMNIFICATION
XII. AMENDMENTS
XIII. EFFECTIVE DATE

I. NAME
The name of the corporation shall be New Haven Road Runners, Inc. (hereinafter referred to as "NHRR").
II. PURPOSE
NHRR was formed by runners looking for a community-oriented club that provides motivation, structure, and camaraderie. We welcome runners of all levels and backgrounds, ensuring that participation is accessible to all, regardless of ability or experience. Through group runs, organized workouts, and racing opportunities, we foster a supportive and inclusive environment. Beyond running, NHRR is committed to promoting health and wellness by supporting local nonprofit initiatives through volunteering and providing opportunities for the broader community to engage with the sport of running.
III. AFFILIATION
NHRR maintains an active relationship with USA Track & Field (USATF) and may participate in programs, races, and initiatives aligned with its mission. NHRR may consider measures adopted by USATF when relevant to club operations, but retains autonomy in governance and decision-making.
IV. MEMBERSHIP
1. Eligibility and Requirements
Membership is open to all individuals 18 years of age and older regardless of ability or background. Membership becomes active upon completion of all of the following:
Paying annual dues.
Signing and agreeing to NHRR’s Code of Conduct and Waiver of Liability.
2. Responsibilities of Membership
Members are encouraged to support NHRR’s mission by participating in club events, volunteering, and engaging with club initiatives. To maintain the integrity of team-based competition, voting members of NHRR shall not hold voting membership in another local, competitive running club.
3. Termination of Membership
Membership may be terminated by a vote of the Board for failure to meet the above requirements or for conduct deemed detrimental to NHRR, as determined in the Code of Conduct.
V. FINANCES
1. Dues
NHRR may collect annual dues as determined by the Board of Directors. Membership dues shall be used exclusively to support the club’s purposes, including but not limited to organizing community events, training programs, and maintaining club operations. The Board may establish waivers or reduced dues for members with financial hardship to ensure accessibility. Dues do not entitle members to any personal financial benefit or commercial service.
2. Fiscal Policies
A. Fiscal Year – NHRR’s fiscal year shall run from July 1 to June 30.
B. Nonprofit Status – NHRR operates as a nonprofit, all-volunteer organization. No part of the net earnings shall inure to the benefit of any individual member, officer, or director.
C. Accounting for Expenditures – All expenditures must be accounted for and reported to the Board.
D. Fundraising – NHRR is authorized to conduct fundraising activities in support of its mission.
E. Financial Approvals – Any expenditure of club funds, regardless of amount or payment method, shall require documented approval and/or signatures from at least two officers, one of whom must be the President or Director.
F. Annual Budget and Financial Transparency – Senior leadership shall determine a budget at annual finance meetings and present a proposed budget to the Board for approval. Financial summaries and budget updates shall be made available to members and discussed at Board and membership meetings as needed to ensure transparency.
G. Dissolution Clause – Upon dissolution, all remaining assets shall be distributed to one or more 501(c)(3) organizations that promote community wellness, health education, or fitness. No assets shall be distributed to any individual or for-profit entity.
3. Club Merchandise and Member Benefits
NHRR may provide apparel and gear to board members and members as part of its mission to promote visibility, community engagement, and team participation. Such items shall be distributed equitably and in support of club programming. No club funds, including membership dues, shall be used to provide personal financial benefit to individuals. Club gear and race-related apparel shall be funded through sponsorships, designated fundraising, USATF race winnings, or donated goods.
VI. MANAGEMENT AND GOVERNANCE
1. Board of Directors
The management of NHRR shall be vested in a Board of Directors, which has the authority to conduct the business of the organization and ensure compliance with its mission.
2. Composition and Election
The Board shall consist of elected officers, with specific roles and titles as determined by the Board. Officers must be at least 18 years of age and active members of NHRR. Officers shall be elected annually in accordance with Article VIII and serve a one-year term with no term limits.
3. Vacancies
If a Board position becomes vacant, the President may appoint a replacement with Board approval for the remainder of the term.
4. Removal of Board Members
The Board may remove an officer or director for failure to perform duties or for conduct deemed prejudicial to NHRR, following a majority vote of the Board.
VII. MEETINGS
1. Annual and Board Meetings
The Board shall meet at least quarterly, and an annual finance meeting shall be held to review the organization’s progress and finances. A January Membership Meeting and a July Membership Meeting shall be held annually, with the July meeting used for board elections. Nominations and voting may be conducted in person or electronically to ensure the greatest participation.
2. Special Meetings
A special meeting may be called by any Board member or by a General member with the support of a Board member.
3. Voting on Proposals
Proposals may be brought by any Board member or by a General member with the support of a Board member. To be considered for a vote, a proposal must be motioned and seconded. Approval requires a majority vote. Board meetings may be conducted in person or electronically to ensure accessibility and participation.
VIII. ELECTIONS
Elections shall be decided by plurality vote through an anonymous voting process.

IX. CLUB EVENTS
Members proposing a club event must submit a written proposal to the Board for review and approval.
X. PUBLICATIONS
The Board shall oversee all publications, social media, and communications related to NHRR activities.
XI. INDEMNIFICATION
To the full extent authorized by law, NHRR shall indemnify any person, made or threatened to be made, a party in any action or proceeding, whether civil or criminal, by reason of the fact that the person is or was a Board Member of NHRR or served in any capacity at the request of NHRR for another entity. The foregoing shall not obligate NHRR to purchase liability insurance, but should applicable law permit, NHRR may purchase such insurance if authorized and approved by the Board.
XII. AMENDMENTS
The Bylaws may be adopted, amended, or repealed by the board members at any Board Meeting or Special Meeting. The affirmative vote of at least two-thirds of the board shall be required to approve amendments or repeal these Bylaws.

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

The Board may renumber, revise, codify, and correct any provision in these Bylaws to eliminate errors, correct spelling and grammar, ensure consistent numbering, and improve order and sequence. However, these changes may not alter the meaning of any provision.
XIII. EFFECTIVE DATE
These bylaws, as amended, are effective as of [02/01/2025].
Last amended: [02/03/2025]