Bylaws
Bylaws for RunJumpDev, Inc.
Article I – Principal Office
Section 1 – Offices
Principal Office – The principal office of RunJumpDev, Inc. (the “Corporation” or “RJD”) in the Commonwealth of Kentucky shall be located in the City of Lexington.
Registered Office – The registered office of the Corporation may be, but need not be, identical with its principal office in the Commonwealth of Kentucky. The address of the registered office may be changed from time to time by the Board of Directors.
Article II – Membership
Section 1 – Members
This Corporation shall have two classes of members: Free and Paid Members. Any person shall become a Free Member upon verification of a completed annual membership form by the Secretary. To become a Paid Member requires the completed annual membership form and timely payment of dues as determined by the board of directors.
Section 2 – Rights and Responsibilities
All Members, Free and Paid, must fulfill the following responsibilities:
- Must thoughtfully contribute to RJD’s direction and policies.
- Must annually provide their current contact information and preference for electronic receipt of communications.
- Must abide by the RJD Code of Conduct.
Paid Members enjoy the following privileges:
- Eligibility to submit Project/Event Proposals.
- Eligibility to vote on any issue put before the membership.
- Eligibility to vote for officers and directors.
Section 3 – Voting
Each paid member shall be entitled to one (1) vote on any matter which is submitted to a vote of the members, in person or by written proxy. All proxies shall be filed with the Secretary of the Corporation before the votes are cast.
Section 4 – Dues
The membership dues payable by members of the Corporation shall be determined and shall be subject to change from time to time by the Board of Directors such that the corporation shall be financially sustained.
Section 5 – Suspension of Membership
- Membership may be suspended in consequence of violating the Code of Conduct, as determined by the Board of Directors.
- A majority of the board can vote to suspend the membership of a member.
Section 6 – Termination of Membership
- A person ceases to be a member of the corporation
- by delivering his or her resignation in writing to the Board of Directors,
- on his or her death, or
- on being expelled
- Any member may resign by filing a written resignation with the Board of Directors or by mailing or delivering it to the address of the corporation.
- Membership may also be terminated for any reason by resolution passed by more than three quarters (3/4) of the voting members.
- Notice of termination shall be given by any method reasonably calculated to provide actual notice to the member.
- The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
- The member shall be given an opportunity to be heard, either orally or in writing, before the effective date of the proposed termination.
- The hearing shall be held, or the written statement considered, by the members.
- The members shall then vote on whether the membership is to be terminated.
Article III – Directors/Officers
Section 1 – Duties
The officers of the Corporation shall be a President, a Secretary and a Treasurer. The Officers shall also serve as bona-fide directors on the Board of Directors along with two at-large directors. Each officer and director must be a voting member and each shall serve from the time of their election until their successor is elected and qualifies.
Duties of the Officers:
The Officers must provide an annual report. The report shall chronicle the activities of the corporation, including specific narratives on the corporation’s work, the corporation’s annual financial statements, relevant legal filings, and relevant copies of the organization’s district and federal tax returns.
Duties of the President:
The President shall preside over all meetings or designate an alternate, attempt to achieve consensus in all decision-making, ensure the membership is informed of all relevant issues, and serve other duties of a President as required by law or custom.
Duties of the Secretary:
The Secretary shall be responsible for maintaining membership and corporate records, recording the minutes of the monthly Board meetings and for serving all other duties of a Secretary as required by law or custom.
Duties of the Treasurer:
The Treasurer shall serve as custodian of corporate funds, collect dues, present a financial report at each regular and annual meeting, assist in the preparation of the budget, make financial information available to members and the public, serve as the Chair of the Finance Strike Team, and serve all other duties of a Treasurer as required by law or custom.
Section 2 – Eligibility and Nomination of Directors/Officers
- New board members shall be nominated by the current Board of Directors. Each nomination is then put up for vote by the Paid Membership. The nomination must be ratified by a two-thirds (⅔) majority vote.
- A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3 – Number
The number of Directors of the Corporation shall be at least three (3) but not more than nine (9). The Board of Directors may, by amendment to these Bylaws, increase or decrease the number of directors, subject, however, to the requirement that the number of directors shall not be fewer than three (3).
Section 4 – Term of Directors
Directors shall be elected for a term of two (2) years. Directors, if willing to serve, may be re-elected without restriction to the number of terms. The Directors shall consist of two (2) groups of approximately one-half (1/2) the total number of directors in each group. Elections shall be staggered so that in any one calendar year only one-half (1/2) of the director positions shall be subject to election.
Section 5 – Powers of Board of Directors
The Board of Directors shall have the control and management of the business, affairs, funds, and property of the Corporation, except as otherwise provided by law or by the Articles of Incorporation.
Section 6 – Regular Meetings of the Board of Directors
Monthly meetings of the Board of Directors shall also be held at such date and time as shall be designated by the President of the Corporation, in consultation with the Board of Directors. All items requiring a vote must be submitted to the board 20 days in advance.
Section 7 – Quorum
A quorum for the transaction of business at all meetings of the Board of Directors shall be one-half (1/2) of the directors in office. Directors can vote by written proxy provided to the Secretary on the date of the vote.
Section 8 – Manner of Acting
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors of the Corporation, unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.
Section 9 – Informal Action
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 10 – Removal
Any officer or Director of the current Board of Directors may be removed by a vote of a two-thirds (2/3) majority of the currently elected directors, whenever, in its judgment, the best interests of the Corporation would be served thereby.
Article IV – Projects and Events
All project or event proposals requesting resources from the Corporation must be sponsored by a Paid Member. The proposal must be made in writing and must include a description of the event or project, a proposed budget with the amount being requested, the member in charge of the project and anything else required by the Board of Directors. This written proposal must be submitted 20 days prior to the Board Meeting at which a vote on funding is needed. At the conclusion of the event or project the member in charge must submit a report to the Board that includes demographic information, record of spending and any other reportable results. This report will be attached to the minutes and made available upon request. Ongoing projects will require an annual report.
Article V – Contracts, Checks, and Deposits
Section 1 – Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2 – Checks and Drafts
All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, 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 Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4 – Gifts
The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.
Article VI – Books and Records
The Corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of the members, the Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep as its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Article VII – Liability and Indemnification
Section 1 – Limitation of Director Liability
No director shall be personally liable to the Corporation for monetary damages for breach of his duties as a director, except for liability:
- For any transaction in which the director’s personal financial interest is in conflict with the financial interests of the Corporation;
- For acts or omissions not in good faith or which involve intentional misconduct or are known to the director to be a violation of law; or
- For any transaction from which the director derives an improper personal benefit.
If the Kentucky Revised Statutes are amended after approval of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be deemed to be eliminated or limited by this provision to the fullest extent then permitted by the Kentucky Revised Statutes, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
Section 2 – Indemnification
Each person who is or was a member, director, trustee or officer of the Corporation, whether elected or appointed, and each person who is or was serving at the request of the Corporation as a member, director, trustee or officer of another corporation, whether elected or appointed, including the heirs, executors, administrators, or estate of any such person, shall be indemnified by the Corporation to the full amount against any liability, and the reasonable cost or expense (including attorney fees, monetary or other judgments, fines, excise taxes, or penalties and amounts paid or to be paid in settlement) incurred by such person in such person’s capacity as a member, director, trustee, officer, or employee; provided, however, no such person shall be indemnified against any such liability, cost or expense incurred in connection with any action, suit, or proceeding in which such person shall have been adjudged liable on the basis that personal benefit was improperly received by such person, or if such indemnification would be prohibited by law. Such right of indemnification shall be a contract right and shall include the right to be paid by the Corporation the reasonable expenses incurred in defending any threatened or pending action, suit, or proceeding in advance of its final disposition; provided, however, that such advance payment of expenses shall be made only after delivery to the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall be determined that such person is not entitled to such indemnification. Any repeal or modification of this Article shall not affect any rights or obligations then existing. If any indemnification payment required by this Article is not paid by the Corporation within 90 days after a written claim has been received by the Corporation, the member, director, trustee, officer, or employee may at any time thereafter bring suit against the Corporation to recover the unpaid amount and, if successful in whole or in part, such person shall be entitled to be paid also the expense of prosecuting such claim. The Corporation may maintain insurance, at its own expense, to protect itself and any such person against any such liability, cost, or expense, whether or not the Corporation would have the power to indemnify such person against such liability, cost, or expense under the Kentucky Nonprofit Corporation Acts or under this Article, but it shall not be obligated to do so. The indemnification provided by this Article shall not be deemed exclusive of any other rights which those seeking indemnification may have or hereafter acquire under any Bylaw, agreement, statute, vote of members or Board of Directors, or otherwise. If this Article or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each such person to the full extent permitted by any applicable portion of this Article that shall not have been invalidated or by any other applicable law.
Article VIII – Miscellaneous
Section 1 – Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
Section 2 – Amendments to the Bylaws
Amendments to these Bylaws may be adopted by the Board of Directors of the Corporation at any meeting of the Board upon a majority vote of the directors in office. The Board of Directors shall have thirty (30) days prior written notice of the proposed amendments.
Section 3 – Waiver of Notice
Whenever any notice is required to be given to members and/or directors under the provisions of the Articles of Incorporation, these Bylaws or applicable law, a waiver in writing thereof signed by the member(s) and/or director(s), as the case may be, entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
