The CMRA is a non-profit all-volunteer organization that promotes running,
racewalking, and fitness by regularly sponsoring distance running-related
activities including races, fun runs, training sessions, and social events.
Membership and activities are open to people of all ages, abilities, and levels of fitness with awards oriented toward athletes age 35 and older.
Section 1. PRINCIPAL OFFICE. The principal office of the corporation
shall be located in the State of Colorado. The CMRA may have such other
offices within the State, as the Board of Directors may designate or as
business of the association may require from time to time.
Section 2. REGISTERED OFFICE. The registered office of the corporation,
as required by the Colorado Nonprofit Corporation Code to be maintained
in the State of Colorado, may be, but need not be, identical with
the principal office in the State of Colorado, and the address of
the registered office may be changed from time to time by the Board
Section 1. CMRA shall have 4 classes of members. The designation of such
classes and qualifications and rights of the members of such classes
shall be as follows:
Section 2. The Board of Directors, by affirmative vote of two-thirds
of all of the members of the Board, may suspend or expel any member for
cause after an appropriate hearing, and may, by a majority vote of those
present at any regularly constituted meeting, terminate the membership
of any member who becomes ineligible for membership or expel any member
who shall be in default in the payment of dues.
Section 3. Membership in the CMRA is not transferable or assignable.
Section 4. Length of membership for Single, Family, and Submaster or
team memberships shall be for one year, commencing January 1 and ending
on December 31 of each calendar year.
Section 1. ANNUAL MEETING. The annual meeting of the voting members
shall be held at such time on such day as shall be fixed by the Board of
Directors, for the purpose of electing officers and directors and for the
transaction of such other business as may come before the meeting. This
meeting will normally be held in conjunction with the annual awards
banquet in January of each year unless otherwise changed by the Board
Section 2. NOTICE OF ANNUAL MEETING. Written notice stating the
place, day, and the hour of the meeting shall, unless otherwise prescribed
by statute, not less than twenty nor more than ninety days before the
date of the meeting, by the direction of the Officers of the Board,
through the bi-monthly CMRA Newsletter. When the Newsletter is mailed
such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the member at the address as it appears on
the membership records of the Association, with postage thereon paid.
Section 3. VOTING RECORD. The officer or agent having charge of the
membership rosters for CMRA shall make a complete record of the members
entitiled to vote at each meeting, arranged in alphabetical order. This
record or roster will be made available at the annual meeting as prima
facie evidence as to who are members entitled to examine the record or
membership roster or to vote.
Section 4. QUORUM. A minimum of thirty(30) single, submaster, or family
members in good standing of the association entitled to vote, represented
in person, shall constitute a quorum at the annual meeting or any special
membership meeting called by the Board of Directors, except as otherwise
provided by the Colorado Nonprofit Corporation Code and the Articles of
Incorporation. In the absence of a quorum, at any such meeting or for
any such election, a majority of members so represented may adjourn and
reschedule or continue the meeting from time to time for a period not
to exceed sixty days without further notice. At such rescheduled meeting
at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally scheduled.
Section 5. MANNER OF ACTING. If a quorum is present, the affirmative
vote of the majority of the members present at the meeting and entitled
to vote on the subject matter shall be the act of the members, unless
the vote of a greater proportion or number is otherwise required by
statute or the Articles of Incorporation or these Bylaws.
Section 6. PROXIES: At all membership meetings, a member may vote only in
person. No representative of the member, or proxie shall be valid.
Section 7. VOTING OF MEMBERS. Unless otherwise provided by these Bylaws
or Articles of Incorporation, each outstanding member entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at
the Annual meeting. Only currently living and eligible members pursuant
to the requirements of these Bylaws shall be permitted to vote.
Section 8. VOTING BY BALLOT. Voting on any question or in any election
may be by voice vote unless the presiding officer shall order or any
member shall demand that voting be by show of hands or ballot.
Section 9. NOMINATIONS. The Board of Directors shall appoint a nominating
committee to nominate candidates to fill each position, officers and
directors, on the Board of Directors at least 90 days in advance of
the annual meeting, the Board of Directors as a unit, may act as the
nominating committee at the discretion of the President. At the annual
meeting the slate of officers and directors shall be presented and voted
upon as a unit. Regardless of this nomination procedure any eligible
member can be nominated from the floor for any of the positions and
if properly seconded, an election for that position shall be conducted
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the CMRA shall he
managed by a Board of Directors.
Section 2. PERFORMANCE OF DUTIES. A director of the CMRA shall perform
stated duties as a director, including the appropriate duties as a member
of any committee of the board upon which that director may serve, in
good faith, in a manner that director reasonably believes to be in the
best interests of the CMRA, and with such case as an ordinarily prudent
person in like position would use similar circumstances. In performing
all duties, a director shall be entitled to rely on information, opinions.
reports, or statements, including financial statements and other financial
data. The director shall not be considered to be acting in good faith if
that director has acted in a manner that is not in the best interests
of the CMRA. A person who so performs these duties shall not have any
liability by reason of being or having been a director of CMRA.
Section 3. DUTIES OF A BOARD MEMBER: A member of The Board of CMRA shall:
- Act in all instances for the best interests of CMRA and its members.
- Participate as an Officer or Committee Head of the Association.
- Attend all meetings of the Board unless excused by the President. There
shall be no more than two excused absences during one calendar year.
- Take responsibility with the other board Members for the continuous
improvement of the organization and its events.
Section 4. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the CMRA shall be fourteen(14). In no instance shall there be less than
six (6). Each director shall hold office for a term of one(1) year
or until a successor shall have been elected and qualified. Directors
must be members in good standing of the CMRA.
Section 5. OFFICERS AND COMMITTEE CHAIRPERSONS.
The Board at its first meeting following the annual election shall elect
its four officers for the year and establish committee chairpersons. The
meeting will be conducted by the President from the previous year. The
meeting shall be held immediately following the annual meeting or within 30
days, at a time and location set by the previous years President.
TREASURER. The treasurer shall: (a) have charge and custody
of and be responsible for all funds accounts of CMRA: (b) receive
and give receipts for moneys due and payable to CMRA from any source
whatsoever, and deposit all moneys in the name of CMRA in such banks,
trust companies or other depositions as shall be selected in accordance
with the provisions of Article VII of these Bylaws and (c) in general
perform all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him/her by the President
or by the Board of Directors.
Section 6. COMMITTEES AND CHAIRPERSONS: By resolution adopted by a
majority of The Board permanent standing committees may be established.
Chairpersons must be members of the Board. Some of these committees may be:
Race Committee, Newsletter Committee, Membership Committee, Quartermaster
Section 7. COMPENSATION. Officers and directors shall serve without pay.
However, by Board resolution, if expenses incurred in the duty of being
a board member should be accrued, the officer or director could be
reimbursed upon proper approval of the entire board.
Section 8. REGULAR MEETINGS. Regular meeting of the Board
of directors shall be held. The board must meet at least
bi-monthly. Time, date and place, shall by designated by resolution of
the board to be held within the State of Colorado.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President, or a majority of the Directors. Notice of
a special meeting shall be by telephone, e-mail fax, letter or other
means of communication. Meetings may be held by conference call or by
video conferencing, if necessary, for emergency decisions.
Section 10. QUORUM. A quorum of the Board of Directors shall consist of
a combination of 6 directors and officers. The President or Vice President
plus 4 board members must be present to conduct all meetings.
Section 11. MANNER OF ACTING. Except as otherwise required by law,
the act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
Section 12. VACANCIES. Any vacancy occurring on the Board may be filled
by an affirmative vote of the remaining Directors. A Director elected to
fill a vacancy shall be elected for the unexpired term of the predecessor,
continuing until the next election of Directors.
Section 13. RESIGNATION. Any director of CMRA may resign at any time by
giving written notice to the President or Secretary. The resignation
of any director or officer shall take effect upon receipt of the notice
thereof or at a later time as specified in such notice; and, unless
otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 14. REMOVAL. Any director or officer of CMRA may be removed at
any time, with or without cause, by affirmative vote of two-thirds of
all remaininq directors.
LOANS, CHECKS, AND DEPOSITS
Section 1. LOANS. No loans shall be contracted on behalf of CMRA and
no evidences of indebtedness shall be issued in the name of CMRA.
Section 2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders
fur payment of money shall be issued in the name of the CMRA and in
such manner as shall from time to time be determined by resolution of
the Board of Directors.
Section 3 DEPOSITS. All funds of the CMRA not otherwise employed shall
be deposited from time to time to the credit of CMRA in such banks, trust
companies or other depositories as the Board of directors may select.
The fiscal year of the CMRA shall end on the last day of December in
each calendar year.
DUES, FEES, ASSESSMENTS
Section 1 DUES. Annual dues payable by members of the CMRA shall be
determined by the sole discretion of the majority vote of the Board of
Directors. The board shall also be authorized to establish and levy such
other annual fees, dues, or assessments as the board shall deem
necessary for participation in any events or for any services rendered
or offered by CMRA
Section 2. PAYMENT OF DUES. Dues shall be payable on a one year or
two year basis as elected by the member at the time of joining as a
member. Dues shall be paid in advance of the expiration date of the
member's selected term.
Section 3. NON-PAYMENT OF DUES. The non payment of dues. fees or
assessments shall constitute grounds for denial of membership to the
delinquent or defaulting person. All members accept that the non-payment
of dues shall be treated as voluntary election by the non-paying member
to temporarily resign from membership in CMRA. Non-paying members shall
be restored to membership upon payment of all delinquent amounts due,
unless otherwise removed from membership in accordance with the terms
of these Bylaws.
Section 2 PUBLICATIONS. The Board will disseminate minutes of its
meetings, its actions, and programs to members through a publication
designated as a Newsletter. This Newsletter shall be published on a
bi-monthly schedule, set by the Board, and shall be distributed to all
qualified members in a manner designated by the Board. An editor shall
be chosen by the Committee Chairperson of the Newsletter Committee.
These Bylaws may be altered or amended or repealed and new Bylaws may
be adopted by a majority of the Directors present at any meeting of
the Board of Directors of which a quorum is present.
No part of any income, revenue or grant, to the CMRA shall inure to the
material or pecuniary benefit of members, officers, or other private
persons, except that the CMRA shall be authorized and empowered to pay
reasonable compensation for services rendered in furtherance of or more
of its purposes.
The liability of a Director of CMRA for monetary damages for breach of
fiduciary duty as a Director shall be eliminated to the fullest extent
permitted by law in each and every case where such liability may be
eliminated in any respect. The board may authorize the purchase of
Directors liability insurance at the expense of the Association.
Approved by the Board of Directors, November 7, 2005
Last updated January 21, 2012