CONSTITUTION and BYLAWS of the EDINBURGH RUNNING NETWORK
- Membership Fees
- Meetings of the Membership, AGM and EGMs
- Club Management and Elections
- Amendments to the Constitution
The name of the organisation shall be “Edinburgh Running Network” hereafter referred to as “the Club”.
II. PURPOSE, AIMS AND OBJECTIVES
The purpose of the Club is to provide a structured organisation which promotes 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 programmes on the road and/or track, hosts workshops 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.
The aim of the Club will be to support and encourage running activities in Edinburgh and by its members anywhere.
The objectives of the Club will be:
- To be a friendly and welcoming running club which encourages runners of any level who wish to train, race and socialise with like-minded runners and to support them in achieving their running goals.
- To promote the Club within the local running community, and where appropriate, nationally.
- To undertake a variety of social and running related activities for the benefit of members and the wider community.
- To ensure a duty of care to all members of the Club.
- To provide all services in a way which is fair to everyone and to ensure that all present and future members receive fair and equal treatment.
- To provide transparent and regular reports to members on the administration of the Club.
The Club shall be affiliated to Scottish Athletics and will submit a portion of the annual dues to Scottish Athletics as membership as that body shall require.
Membership in the Club will be on an annual basis starting on 1st April each year. The Club will be open to anyone over the age of 18, without regard to race, creed, colour, national origin, gender, sexual orientation, political or other opinion or physical condition.
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 any rules and regulations of the Club.
Membership shall consist of ‘officers’ holding designated positions 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.
The Executive Board shall be entitled to:
- Refuse any application for membership on the grounds that such membership would be prejudicial to the objectives of the club as set out in section II of this constitution.
- For good and sufficient reason, to refuse the renewal of any existing membership or terminate or suspend any membership provided that the member concerned shall have the right to be heard by the Executive Board before a final decision is made.
- Any member under suspension shall be barred from taking part in any training or events under the control of the club.
- The Executive Board shall inform the member in writing of any decision to terminate their membership.
- Notification of termination of a membership will be forwarded to the Governing Body.
V. MEMBERSHIP FEES
The annual membership fee rate for Club membership will be set on an annual basis by the Executive Board and shared annually with the membership as part of the regular joining and renewal process for membership of the Club.
If the Executive Board elects to raise dues by more than 25% from one year to the next, the membership will vote on the recommended dues increase at the Annual General Meeting (AGM).
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 Board, typically in January/February of each year.
At the AGM the following will be discussed:
- Reports on the activities of the Club during the previous year.
- Club membership and budget report regarding expenditure of membership fees, including any dues approval for the forthcoming year.
- Election of positions on the Executive Board and the Management Team.
- Motions submitted by Club members.
- Events to take place in the forthcoming year.
- Any other business agreed in advance of the meeting.
The timetable for the AGM will be:
|6 weeks in advance of the meeting||Notice of the AGM is given to all members by the Club Secretary. This will include the timetable for nominations for election to Executive Board and Management Team positions and motions for consideration.|
|3 weeks in advance of the meeting||All nominations for election and motions to be provided to the Club Secretary. These should include a proposer and a seconder.|
|2 weeks in advance of the meeting||All nominations for election and motions to be communicated to all members for consideration in advance of the meeting.|
|1 week in advance of the meeting||Proxy votes to be communicated to the Club Secretary.|
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. Elections to Club positions and motions must have a majority vote to be agreed (these will include proxy votes).
The Executive Board 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. CLUB MANAGEMENT AND ELECTIONS
The general membership elects the following officers of the club, constituted in an Executive Board and a Management Team:
A. Executive Board membership and responsibilities:
- Communications Co-ordinator
- Membership Secretary
- Coach Co-ordinator
The Executive Board 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, legal oversight, and hiring of any employees or independent contractors.
The Executive Board will be responsible for adopting new policy, codes of conduct and rules that affect the organisation of the Club.
The Executive Board will have powers to appoint sub-committees as necessary, and appoint advisors to the Executive Board as necessary to fulfil its business.
The Executive Board will be responsible for investigating complaints and disciplinary hearings of members who infringe the Club’s rules, regulations or constitution. The Executive Board will be responsible for taking any action of suspension or discipline following such hearings.
B. Management Team and responsibilities:
Members of the Management Team include the Executive Board together with:
- Website Manager
- Social Media Editor
- Kit Co-Ordinator
- Route Master
- LP Run Co-Ordinator
- Social Secretary
The Management Team are responsible for the day to day operational management and activities of the Club including determining and monitoring the club’s programmes and services, promoting the club and fundraising.
B. Executive Board and Management Team Duties
Each position will have a ‘role profile’ which details the responsibilities of the position and which will be freely available to all members. These profiles will be reviewed regularly to reflect any changes in responsibility.
All Executive Board and Management Team Members must be members of the Club at the time of nomination.
D. Term of Office
The term of office shall be one full Club year minimum, beginning with, or at the close of the Annual General Meeting. The Chair will appoint any Management Team position vacated during a term, with approval by the Executive Board as soon as possible after any member tenders their resignation.
All Executive Board and Management Team members shall be elected by a majority vote of those present at the AGM.
F. Procedural requirements
Open and transparent discussion will be held at Executive Board and Management Team meetings. Regular reports on major decisions affecting the club will be provided to the club membership via the weekly club newsletter. The Executive Board will agree the number of meetings required on an annual basis to take account of club business. Every effort will be made to discuss any issues raised by the membership at these meetings.
Quorum for the Executive Board is 4 of the 6 members, quorum for the Management Team is 8 of the 12 members. The Chair (or an Executive Board Member assigned as their deputy) must be present at all meetings. A majority vote of members present is necessary to pass ordinary measures.
The Club Treasurer is responsible for reviewing the status of club finances at least quarterly and reporting to the Executive Board. At the same time, he/she will review a forecast of estimated spend for the succeeding quarters. The financial year will end on the last day of March, with 1 April being the first date of the membership year.
The Executive Board, on the advice of the Treasurer, will agree an annual operating budget and set membership dues and event entry fees to support that budget.
All Club monies must be banked in the Edinburgh Running Network current account. The Treasurer and the Chair will be cheque-holders for this account.
The Executive Board may authorise the Chair and/or any officer to enter into any contract in the name of and on behalf of the Club with approval of the Executive Board majority.
If the Chair 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.
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 non-profit 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 Chair at least 30 days preceding the annual meeting; (b) the Executive Board by majority vote determines its position for, against, or for with a recommended change; and (c) the Executive Board 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 Board, the Executive Board (by two-thirds vote of the entire Executive Board) 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 Board must communicate the proposed amendment and Executive Board position to the membership at least 20 days prior to the meeting.
A proposed amendment, which has not been recommended by the Executive Board and has been defeated at the annual meeting may not be re-submitted until at least one annual meeting has intervened. The Executive Board 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 Board 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.
Edinburgh Running Network hereby adopts and accepts this Constitution as a current operating guide regulating the actions of members.
This Constitution came into force on 1 March 2012, as agreed at the AGM held on 12 February 2012, and amended at the AGM on 31 January 2016, with further amendments at the AGM on 24 February 2019.
Signed: Chris March (Club Chair)
Date: April 2019
Signed: Wendy McFarlane (Club Secretary)
Date: April 2019