KRRA
KRRA Constitution
The following is the Constitution of the Kingston Road Runners Association, with most recent amendments added in Nov 14 2021.
KINGSTON ROAD RUNNERS ASSOCIATION
CONSTITUTION AND BY-LAWS
ARTICLE I – NAME AND DATE OF INCORPORATION
Section 1 The name of this Organization shall be the “Kingston Road Runners Association”, hereafter called the Association.
Section 2 The date of incorporation of the Kingston Road Runners Association was June 2, 1981.
ARTICLE II – HEAD OFFICE
Section 1 The Head Office of the Association shall be in the City of Kingston, in the Province of Ontario.
ARTICLE III – OBJECTIVES
Section 1 The Kingston Road Runners Association is a non-profit, independent athletic organization, which embraces runners of all ages and all ability levels. The paramount objectives of the Kingston Road Runners Association are as follows:
(a) To encourage, foster, assist, support, and promote middle and long distance running as a competitive and recreational sport, and as an activity which facilitates fitness and health;
(b) To disseminate information on topics of relevance to runners;
(c) To follow Athletic Canada age minimum guideline
These objectives will be accomplished:
(a) By organizing a number of running races annually and supporting other local races by publicising them and/or incorporating them into a competitive series of races for KRRA members;
(b) By maintaining a website and social media accounts to provide the community with information on local races and items of interest;
(c) By providing advice, guidance, and limited service to other organizers of running events, described as follows:
As a voluntary organization relying solely on the voluntary service of our membership and the limited resources of our organization, there are a number of forms of assistance available to other organizers of running events:
– detailed advice and sharing of literature is offered relating to the organization and conducting of running events.
– in certain circumstances, equipment is available to loan or rent to other organizers of races.
– but does not extend to include joint sponsorship or operation of races other than those delineated on the Association’s annual schedule of sanctioned events.
Section 2 The Association may maintain an affiliation with other organizations if the Board of Directors deems that an affiliation will promote the objectives of the Association.
ARTICLE IV – MEMBERSHIP
Section 1 Full membership shall be open to anyone who is sympathetic to the objectives as stated in Article III.
Section 2 There are four classes of memberships:
(a) Individual Memberships
(b) Family Memberships
(c) Honorary Memberships – to be determined by the Board of Directors
(d) Lifetime Memberships for seniors (must be member for 5 consecutive years prior to age 75)
*For the purpose of the Association’s membership, the “family” is defined as two to six people which may include a spouse or common law partner and/or any dependent children under the age of 25 whom all reside at the same address. Those not included in the above definition of family will be considered by the Membership Secretary on an individual basis. *
Section 3 The membership fees shall be determined by the Board of Directors as economic circumstances dictate.
Section 4 Application for membership shall be online only or in person at the AGM
Section 5 The membership year of the Association shall be the calendar year. The membership fee shall be due upon application.
Section 6 A member in good standing is one who has paid his/her membership for the year. and at the discretion of the Membership Secretary. Members should be encouraged to be active in the Association.
Section 7 No person shall be entitled to any of the rights and privileges of the Association unless his/her annual membership is paid for the year, and at the discretion of the Membership Secretary.
Section 8 No person shall hold office or be entitled to vote at a meeting or to give notice to amend the Constitution if they are not currently a KRRA member.
Section 9 The Board of Directors shall have power to suspend or expel any member who fails to observe any Rules or Regulations set forth in this Constitution, or whose conduct is, in the opinion of the Board, detrimental to the interests of the Association. A member so suspended or expelled shall, after the expiration of thirty (30) days, have the right to apply to the Board of Directors for reinstatement, and shall be reinstated at the next meeting of the Board of Directors, provided two-thirds of the members of the Board who are present, vote in the affirmative. If however, the Board refuses to reinstate a person suspended or expelled from membership, that person shall have the right to apply for reinstatement by the next succeeding General meeting, but reinstatement by a General meeting shall be by a two-thirds vote of those members present and voting.
ARTICLE V – FISCAL YEAR
Section 1 The fiscal year of the Association shall begin on January 1st and end on December 31st in each year.
ARTICLE VI – OFFICERS & DIRECTORS
Section 1 The affairs of the Association shall be managed by a Board of Directors consisting of the President, Vice-President or Past President, Secretary, and Treasurer, and a maximum of twelve (12) Directors.
Section 2 ELECTION OF THE BOARD OF DIRECTORS
- i) The sixteen (16) Directors are to be elected in the following manner:
The election of the Directors shall take place at the Annual General Meeting of the members, in each year. Eligibility to vote or to be elected as a Director shall be as spelled out in Article IV, Section 9 of this Constitution. At each Annual General Meeting, a maximum of sixteen (16) Directors shall be elected by ballot for a period of one year, each from the date of election, or until the Annual General Meeting following their election.
- ii) The President, Vice-President or Past President, Secretary, and Treasurer are elected by the Directors at the first meeting following the AGM from among the sixteen (16) Directors, elected as indicated in Article VI, Section 3.
iii) *A Director may be removed from the Board by a two-thirds majority of Board members present at a regular meeting, provided that the said member has failed to attend three (3) consecutive Board meetings without notice.
Section 3 OFFICERS
The Officers of the Association shall be the President, the Vice-President or Past President, the Secretary, and the Treasurer. All the aforementioned Officers shall be elected at the first meeting following the Annual General Meeting of the Association by the Directors there and voting, for a period of one year.
(a) PRESIDENT
The duties of the President shall be to preside at all of the meetings of the Association and Boards of Directors, to exercise a general supervision over the affairs of the Association, and generally to do all matters, acts, and things as are usually done by the presidents of similar organizations.
(b) VICE-PRESIDENT OR PAST PRESIDENT
In the event the President is unable to act on account of illness or absence, the Vice-President or Past President shall perform all the duties of the President. If the President resigns from his/her position, the Vice-President or Past President automatically becomes President, and shall perform all the duties attendant to that position. The Vice-President or Past President shall generally do all acts and things which further and promote the interests of the Association.
(c) SECRETARY
The Secretary shall:
- i) keep the minutes of all meetings of the Association and meetings of the Board;
- ii) give and serve all notices required by law or by these by-laws;
iii) relay all Association’s records to the Archivist;
- iv) lay before the Directors all communications in regard to the Association;
- v) attend to all correspondence and perform all duties incident to the office of the Secretary.
(d) TREASURER
The Treasurer shall:
- i) have the care and custody of, and be responsible for, all funds and securities in the name of the Association, in the bank or banks, as the Board of Directors may designate;
- ii) present a statement of the financial condition of the Association at each regular meeting of the Board of Directors, and at other meetings, as shall be required by the Treasurer. The Treasurer shall present a financial report at the Annual General Meeting.
Section 4 DIRECTORS
The affairs of the Association shall be managed by a Board comprised of the President, Vice-President or Past President, Secretary, Treasurer and a maximum of twelve (12) Directors. The Board of Directors may appoint an Archivist, a Coordinator of Volunteers, a Statistician, a Trustee, a Membership Secretary, a Webmaster and any other appointments deemed necessary by the Board. All positions are on a volunteer basis, unless otherwise determined by the Board.
(a) DUTIES OF THE BOARD OF DIRECTORS
- i) The Board of Directors of the Association shall consist of sixteen (16) in number, of whom (7) in number shall constitute a quorum for the transaction of business. In the event that the full compliment of Board members is less than sixteen (16), a quorum shall consist of one (1) person fewer than half the number of Board members, with the minimum number for a quorum being five (5).
- ii) All undertakings involving an important expenditure of the funds of the Association, and all matters affecting the policy of the Association, shall be dealt with by the Board. The Board may delegate to the Executive Officers such powers as it may specify from time to time.
iii) The Board of Directors shall have the power to fill vacancies which may occur among the officers through resignation or death.
- iv) In the event of death, or resignation, or removal from office, of any Director, the remaining Directors shall have the power to fill the vacancy from qualified members, for the unexpired term of such a Director.
(b) DUTIES OF THE ARCHIVIST:
The archivist shall collect and organize all published data about the Association, as well as maintain a log of all minutes of the Association’s meetings.
(c) DUTIES OF THE COORDINATOR OF VOLUNTEERS:
The Co-ordinator of volunteers shall recruit volunteers for various events sponsored by the Association, and maintain a record of the utilisation of such volunteers.
(d) DUTIES OF THE STATISTICIAN:
The Statistician shall maintain a record of the times and placements of members, in various races.
(e) DUTIES OF THE TRUSTEE:
The Trustee shall review the financial records of the Association from time to time, in order to provide the Treasurer with verification of the bookkeeping.
(f) DUTIES OF THE MEMBERSHIP SECRETARY:
The Membership Secretary shall process new membership applications and membership renewals at the AGM, in addition to maintaining an up-to-date membership list.
(g) DUTIES OF THE WEBMASTER:
The Webmaster shall maintain and support the club website at the direction of the board
Section 5 SPECIAL COMMITTEES
The Board of Directors may appoint from their number, or from the other members of the Association, Special Committees, but must in all cases name one of their number as a member who shall be the presiding Officer. Such Committees shall report to the Board of Directors and their actions are subject to the approval of the Board of Directors. Such Committees have the power to add to their number.
Section 6 REPRESENTATIVES
Representatives of the organization shall be appointed at the Annual General Meeting. If, for any reason, no appointments are made, the Board of Directors shall have the power to appoint Representative(s), as the need arises.
ARTICLE VII – MEETINGS
Section 1 The Annual General Meeting of the Kingston Road Runners Association shall be held in the last quarter of each calendar year, except in cases of extreme emergency, whereas the Executive Officers may change the date of the meeting.
Section 2 Special General Meetings may be called from time to time by the Executive Officers.
Section 3 The time and place of the Annual General Meeting, or a Special General Meeting may be determined by the Executive Officers. An advance notice of at least fifteen (15) days, specifying the time and place of the meeting shall be provided to each member at the last known email address appearing in the Association’s files.
Section 4 The notice of any meeting of the Board of Directors shall be provided to each Director at least 3 days before the date of the next meeting.
Section 5 The Executive Officers may hold meetings from time to time on short notice or without written notice, provided all Executive Officers have given their consent to the meeting being held. These meetings may be electronic and voted online.
Section 6 For the transaction of the Association’s business at an Annual, or other General Meeting, a quorum shall consist of ten (10) members present.
Section 7 At the meetings of the Board of Directors, a quorum shall consist of seven (7) Directors, the minimum number being five (5). (See Article VI, Section 4 (a)i.)
Section 8 On the written request of twelve (12) members, the President or the Secretary of the Association shall call a Special General Meeting of the Association, at such place as members of the Board may designate. The meeting shall have the same status as if it had been called in the regular way by the Board of Directors of the Association. Such a meeting, however, shall have no power to amend this Constitution.
ARTICLE VIII – ORDER OF BUSINESS
Section 1 The order of business at all Annual, and other General Meetings, as well as Board of Directors meetings, shall be as follows:
- i) Amendments to and/or adoption of the Agenda.
- ii) Amendments to and/or adoption of, the minutes of the previous meeting.
iii) Unfinished business.
- iv) Report of Officers, Directors, Committees. If Treasurer requests they may go as first order of business.
- v) If an Annual Meeting – the election of Directors.
- vi) New business.
vii) Adjournment.
ARTICLE IX – AUDIT & ANNUAL REPORT
Section 1 The Board of Directors at each Annual General Meeting shall submit a complete report of its actions and of the affairs of the Association. It shall present a detailed statement of the receipts and expenditures of the preceding year, and of the assets and liabilities of the Association. This statement shall be verified by the Trustee of the Association.
ARTICLE X – EXPENSES, INCOME, & PROPERTY
Section 1 The income and property of the Association from whatever source shall be applied solely toward the furtherance and promotion of the objects of the Association. No part thereof shall be paid or transferred directly or indirectly as gains or profits to the members of the Association, past, present, or future.
ARTICLE XI – BOOKS
Section 1 The Association shall have the minutes kept by the Secretary of the Association, and a copy of the Constitution, By-laws, and Rules of the Association with all the amendments thereof, so that members, or persons intending to become members of the Association, may at all reasonable times examine the contents.
ARTICLE XII – AMENDMENTS TO THE CONSTITUTION
Section 1 Amendments to the Association’s Constitution may be proposed by any member of the Board of Directors at any time. Suggestions for amendments to the Constitution may be introduced by a regular member through a member of the Board of Directors.
Proposed amendments to the Constitution will require a two-thirds majority of the Board of Directors present at the meeting, in order to be presented at the next General Meeting.
Section 2 Amendments to the Association’s Constitution may take place at any General meeting of the Association, with the exception of a meeting called under Article VII, Section 8 of this Constitution, by an affirmative vote of two-thirds of those members present.
ARTICLE XIII – DISSOLUTION OF THE ASSOCIATION
Section 1 Upon dissolution of the Association, and after the payment or making provisions for payment, of all debts and liabilities, the Board of Directors will dispose of the remaining assets and property of the Association, to organizations developed and operated exclusively for charitable, educational, or athletic purposes, on a non-profit basis, and which carry on their work solely in Canada.
Approved at Incorporator’s Meeting
February 25, 1981
Kingston, Ontario, Canada
Amended November 24, 1982
Amended November 24, 1983
Amended November 15, 1984
Amended October 29, 1985
Amended November 20, 1986
Amended November 5, 1997
Amended November 4, 1998
Amended November 27, 2014
Amended November 14, 2019
Amended November 14, 2021
