Club By Laws

ARTICLE 1:  PRECEDENCE.  These By-Laws are meant to amplify the guidance provided in the Charter of the Seoul Flyers.  If there is a conflict between the two, the Charter takes precedence.

 

ARTICLE 2:  MISSION:  The Club is a non-profit organization dedicated to the promotion of running, walking, health, and fitness.  It may conduct races; interval workouts, group runs, walks, lectures, clinics, meetings and social events; publish a newsletter; present awards; and support activities that encourage running and walking.  The Club is intended to specifically assist the expatriate community with entering Korean sponsored running and walking-related events.  

 

ARTICLE 3: INFORMATION TRANSPARENCY.  The Club strives to conduct its affairs in a manner that is transparent to all its members.  Accordingly, the Club’s Charter, By-Laws, and Rules and Regulations will be posted on its web site.  All Club meeting minutes (both of the Board and General Membership) will be emailed to members and all financial documents will be shared to the membership through the selected platform of The Board (email, Facebook, etc.). These minutes will include financial information about the club’s revenue and expenses.  At least seven days advance notice shall be given for each Board meeting and fourteen days notice for General Membership meetings. Notice can be provided via the Club’s newsletter, website, General Membership email, the official club Facebook page, or in any other medium likely to inform the members of the date, time, purpose, and agenda of the meeting.

 

ARTICLE 4:  MEMBERSHIP.  Individuals will be accepted for membership in this Club upon the submission of an application for membership and the payment of dues, which are valid for one year from date of payment.  Membership dues shall not be denied based on age, race, ethnicity, gender, religion, sexual orientation, disability or national origin.  Membership will expire automatically if not renewed on or before the last day of the membership period.  If a member does not renew their membership within thirty days after the expiration of their membership, they must pay for membership as if they are a new member.

 

ARTICLE 5: GENERAL MEMBERSHIP MEETINGS.  The combined individual members comprise the General Membership. General Membership meetings are held at least annually (typically to elect Board Members) but they can also be held as required; such meetings are known as Special General Membership meetings.  A quorum at a General Membership meeting consists of at least twenty members or 50% of all members, whichever is smaller.

 

ARTICLE 6: FINANCES.  Dues and other monies received by the Club shall be spent entirely on Club purposes.  The fiscal year of the Club begins on January 1st and ends on December 31st.

The Club shall have one or more bank accounts, approved by the Board of Directors, into which all funds received by the Club Treasurer or others shall be deposited.  Club spending must be approved by majority vote of the Board of Directors.  Receipts for all purchases will be provided to and retained in a digital form by the Treasurer for three years.  The Board can vote to retroactively approve purchases made on behalf of the Club (documentation is required) although this practice is discouraged. The Treasurer shall submit a proposed annual budget, estimating revenue and expenditures, to the Directors prior to the November Board meeting.  On or before the Annual General Membership meeting in December, the outgoing Board of Directors (in collaboration with the incoming Board of Directors--preferably via a joint meeting), shall adopt a budget for the following year. 

 

ARTICLE 7:  DUES. The amount of the annual dues shall be determined by the Board of Directors and adjusted as required.  See the Rules and Regulations for details.

 

ARTICLE 8:  ELECTIONS.  Elections for the Board of Directors will be held during the Annual General Membership Meeting.   Members can nominate and vote for themselves.  Candidates must be current on their dues, have at least six months experience as Club members prior to inauguration date, and be willing to serve either as a Board Officer or Chairperson of one or more of the Committees. However, with a majority vote from the Board of Directors, a member who has been in the club under six months may apply for a board position.  Candidates must be able to commit to at least six months of service on the board, or until the next election cycle.  An Elections Chairperson/Committee, comprised of a Club Member or Members, shall be appointed by the Board at least two weeks prior to the Annual General Membership meeting.  The Elections Chairperson/ Committee will accept nominations and, when necessary, actively seek members to run for the Board.  At the Annual Meeting, the General Membership will vote to elect the Board of Directors.  The goal is for the Board to consist of 10 Directors.  The candidates that receive the most votes will be elected.  If there are more than 10 candidates than those 10 who receive the most votes will be elected to the Board. If there are 4 to 10 candidates, all will be selected to the Board.  If there are less than 4 candidates than the Board and the Elections Committee will step up its efforts to entice members to volunteer for Board duty.  If however, at least four volunteers still can’t be found to serve on the Board then the current Board will dissolve the Club in accordance with the procedures outlined in these By-Laws.  Members who cannot attend General Membership meetings may vote remotely through a method determined by the Board (email, Google Form, etc.). Vacated Board positions (such as a Board Member resignation) shall be filled by offering the position to the candidate(s) who received the most General Membership votes at the annual meeting after those actually selected to serve on the Board. Should there be no such candidate(s), or should the candidates(s) reject the offer, the board may actively recruit and appoint other members to fill the vacated position(s).  Board member positions filled due to vacancies will expire at the same date as all of the other Board positions.  

 

ARTICLE 9: THE BOARD OF DIRECTORS.  The Board of Directors (to include the Officers and the Directors at large) shall manage the affairs of the Club in accordance with the Club’s Charter, By-Laws, and Rules and Regulations.  The Board will consist of a minimum of four and a maximum of ten members.  A quorum of the Board of Directors is in effect if 50% or more of the Board Members are present.  There shall be four Officers on the Board:  President, Vice President, Secretary and Treasurer.  The Officers will be elected during the first meeting of the newly elected Board by the elected members of the Board itself.  The duties of the elected officers are as follows:

 

     The President--Presides over meetings and serves as the spokesperson of the Club.

 

     Vice President--Assumes the duties and powers of the president in the President’s absence.

 

     Secretary--Records minutes of Club meetings, maintains files of minutes (files should be maintained for three years based on publication date), and responds to emails or written correspondence pertaining to Club affairs.  The Secretary will also disseminate a periodic informational bulletin via email and/or website posting to all Club Members describing upcoming Club activities and other Club news. 

 

     Treasurer--Performs all financial functions to include disbursing funds as directed by the Board, preparing invoices, and proposing the annual budget.  The Treasurer will produce monthly financial reports which will be briefed to the Board of Directors and sent to the General Membership, as instructed in Article 3.  An annual financial report summarizing the expenses and revenue of the year will be briefed to the General Membership by sharing the report to the membership through the selected platform of The Board (email, Facebook, etc.) and presenting to the membership at the End of The Year General Membership meeting in December.

 

     All other Board members are referred to as Directors’ at Large.

 

All Board of Director business requiring a vote requires a quorum and will be determined by a majority vote.  Proxy voting is not allowed during Board Meetings however Board Members can vote from remote sites via electronic means (telephone, email, etc).  Non-board members are encouraged to attend Board Meetings and participate in discussion but may not vote on any raised issue.  Non-Board members however can nominate topics for Board meetings by submitting their proposed topics to the President or Vice President. If there is time available near the end of a Board meeting, the President may invite non Board Members to comment.  However, at least three times per year, the Board will set aside thirty minutes of Board Meeting time for non-Board Members to discuss issues or ideas with the Board.  Officers and directors who fail to attend any four successive regular Club meetings will be removed from office, unless a majority of the remaining Board members vote to retain them. Since the Board elects its Officers it can also decide to replace them based upon a majority vote of all of the Board Members.  Proxy voting is not allowed; officers facing removal are allowed to vote.  Directors replaced as Officers remain on the Board.  Board Members can be removed from office however by a two-thirds vote of the General Membership during a Special General Membership Meeting; a quorum must be present.

 

ARTICLE 10:  OTHER CLUB POSITIONS. The Board shall appoint Coordinators, Committee Chairpersons and Committees.  Board Members are encouraged to serve in these positions.    However, there is no requirement that a Coordinator, Chairperson or Committee member, be a Board Member. Coordinators and Committee Chairpersons, or in some instances the entire Committee, may be requested to brief the Board (or on special occasions--the General Membership) of their activities.  The Board appoints these positions and they (the Coordinators, Chairpersons, and Committee members) serve at the Board’s discretion.  Some potential Coordinator positions and brief descriptions of their proposed associated responsibilities are shown below.  

 

     Race Coordinator(s): Registers members for Seoul Flyer sponsored races and solicits Event Coordinators for them.

 

    Web Manager:  Designs, develops, and posts the Club’s webpage.

 

     Equipment Manager: Maintains, stores, and accounts for all Club-owned items.

 

     Volunteer Coordinator:  Solicits and trains volunteers to assist with Club activities and provides guidance and training to them.

 

     Newsletter Editor:  Solicits articles, race results, Club long-range calendars, running news, etc. and then publishes this information in the Club’s Newsletter.

 

     Walking Coordinator: Designs and oversees activities which promote the fitness aspects of walking and hiking.

 

     Publicity Director: Promotes the Club and its activities via the news media.

 

     Club Historian:  Maintains the Club’s History via photographs, videos, and documents; digitizing them whenever possible.

 

     Membership Coordinator: Conducts membership-related administrative matters, maintains the Club’s demographic database and recruits new members.

 

     US Military Coordinator: Liaises with Yongsan Base officials and assists both DOD card holders and non-card holders with interactions involving the military, to include collecting payments for races for those members who do not have Korean bank accounts.

 

The following activities may be performed by a Chairperson by him or herself, or the Chairperson may form a committee for assistance.

 

     Race Selection Committee: This Chairperson/Committee helps determine the races and other events that the Seoul Flyers will recommend to the General Membership.  

 

    Training Committee: This Chairperson/Committee shall develop club training programs and solicit running-group leaders.

 

     Social Committee:  This Chairperson/Committee will plan, coordinate and manage social events that enhance the well-being, growth and vitality of the General Membership, including the Annual Awards Banquet and monthly social events.

 

     Elections Committee: This Chairperson/Committee shall oversee the election of Club officers and Directors, count the ballots and certify election results to the General Membership and to the Board of Directors.

 

     Strategic Objectives Committee: This Chairperson/Committee will develop the medium and long term strategic objectives of the Club, making recommendations to the Board for implementation.

 

ARTICLE 11: SUSPENDING OR RESCINDING MEMBERSHIPS:  Board Members will make every effort to discreetly handle disputes that may arise between members by conducting confidential discussions with those affected.  If warranted, however, the Board has the inherent authority to vote to suspend or rescind club memberships based upon a majority vote.  The Club will provide pro-rated refunds for dues previously paid in these instances.

 

ARTICLE 12: ANNUAL AWARDS. The Board shall encourage the General Membership to submit nominations for annual awards.  The Board will review the nominations and determine the winners of those awards.

 

ARTICLE 13: LIABILITY: The Club shall assume no liability for any physical disability or injury occurring to members, participants, or spectators at any Club activity.

 

ARTICLE 14: AMENDMENTS.  The text of any proposed amendment must be provided to the General Membership via the typical methods the Club uses to disseminate important information.  Notice must be given at least fourteen days in advance of the General Membership Meeting in which changes to the By-Laws are to be discussed.  Amendments will be ratified by a majority, quorum vote of the General Membership. 

 

ARTICLE 15:  RATIFICATION:  The foregoing By-Laws of the Seoul Flyers were approved by a majority, quorum vote of the General Membership held on December 7th , 2013.  

 

 

___________________________________

Signed Eddie Booth, President (December 16, 2013)