Article I

The name of this corporation shall be the Colorado Masters Running/Racewalking Association, Hereinafter referred to as CMRA

Article II
Mission Statement

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.

Article III

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 of directors

Article IV

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:

(a) Single/Individual Membership: Individual membership is available to any person over the age of 40 desiring membership and willing to support the objectives of the Colorado Masters Running/Racewalking Association, and has paid a membership fee to be determined by the Board of Directors. Each single/Individual member shall have one vote at the annual meeting.

(b) Family Membership: Family membership is available to any person desiring membership and willing to support the objectives of the Colorado Masters Running/Racewalking Association. The applying member must be over 40 years of age or older, and pay a membership fee to be determined by the Board of Directors. The membership shall include immediate family members, of any age, living under the same roof. Each Family Membership shall have one(1) vote at the annual meeting.

(c) Submaster Membership: Submaster Membership is available to any person desiring membership who is under 40 years of age and willing to support the objectives of the Colorado Masters Running/Racewalking Association. This level of membership may be a family membership if it meets all requirements other than age as stated under Family Membership. Each Submaster membership shall have one(1) vote at the annual meeting.

(d) Team Membership: This is an additional membership to allow any other level of membership to bring any qualified high school running or track team to participate in CMRA Events at a reduced cost. This membership shall allow no more than 12 members of said running or track team to participate in any single event. The cost of this membership shall be set annually by the Board. This membership shall be a non-voting membership.

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 of Directors.

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 separately.


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:

  1. Act in all instances for the best interests of CMRA and its members.
  2. Participate as an Officer or Committee Head of the Association.
  3. Attend all meetings of the Board unless excused by the President. There shall be no more than two excused absences during one calendar year.
  4. 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.


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.


PRESIDENT. The President shall represent the entire membership and the best interests of the CMRA. The President shall be the official spokesperson for the CMRA and shall be the only one authorized to assign this authority. The President shall serve as the presiding officer of the CMRA. The President shall Support and defend policies and programs adopted by the Board of Directors or the CMRA membership. The President shall be an ex-officio member of all committees formed by the CMRA and have such other additional duties as are not inconsistent with these by-laws and the best interests of CMRA.

VICE PRESIDENT. The Vice President shall in the absence of tne President or in event of the president's death, inability or refusal to act. perform all duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The President Elect shall also help formulate the CMRA policy, shall sit on committees as directed by the President, and serve as assistant to the President.

SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the annual and the Board of Directors meetings, in one or more books provided for that purpose: (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law: (c) be custodian of the corporate records: (d) keep a register of the post office address of each member as shall be furnished to the Secretary by such member; (e) have general charge of the membership books of CMRA: and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

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 Committee, etc.

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.


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.


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