Adventure Racing Cooperative
A not-for-profit cooperative to organize, grow, and provide resources to the adventure race scene in the United States.
ADVENTURE RACING COOPERATIVE INC. BYLAWS
Adopted 10 December 2017 by provisional Board of Directors
Revised and adopted 3 January 2018 by elected Board of Directors
ARTICLE I. NAME OF ORGANIZATION AND OFFICES
Section 1. Name of Organization
The name of the corporation is Adventure Racing Cooperative Inc. (“ARC”). ARC may establish such acronyms or abbreviations as may be appropriate for business use, and may establish logos, service marks, or trademarks as may be appropriate to further its purposes, mission recognition and goals.
Section 2. Offices
The principal office of ARC shall be located at 314 Clay St SW, Blacksburg VA, 24060. ARC may at any time and from time to time change the location of its principal office. ARC may have such other offices, either within or outside Virginia, as the Board of Directors may designate or as the affairs of ARC may require from time to time.
The registered office of ARC shall be located at 16192 Coastal Highway, Lewes DE, 19958, County of Sussex. The registered office may be changed from time to time by the Board of Directors or by the officers of ARC, or to the extent permitted by Delaware law or by the registered agent of ARC. The registered office may be, but need not be, the same as the principal office.
ARTICLE II. CORPORATE PURPOSE, POWERS AND STATUS
Section 1. Purpose
The purpose of this tax deductible non-profit organization shall be to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware. In addition, the purpose of this non-profit organization is to promote the sport of adventure racing in the United States by providing printed and online materials, by hosting educational seminars, by maintaining a national database of racers, races, and race promoters and by providing other resources that grow the sport.
Section 2. Powers
This corporation is organized exclusively for charitable, religious or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law.)
Section 3. Nonprofit Status and Activities Limitation
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers of the corporation, or any private persons (except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered), and no member, trustee, or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation and the corporation shall not participate in or intervene (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. (except as otherwise provided by Internal Revenue Code section 501(h).
Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
No capital stock shall ever be issued, no dividends shall ever be paid, and the corporation shall be operated on a non-profit basis in furtherance of its corporate purposes, and any surplus shall be used to further such purposes
ARTICLE III. MEMBERSHIP
Section 1. No Membership Classes
The corporation shall have no members who have any right to vote, title, or interest in or to the corporation, its properties and programs.
Section 2. Non-voting Membership
The board shall have the authority to establish and define voting and non-voting categories of membership.
Section 3. Dues
Any dues for voting or non-voting categories of membership shall be determined by the board of directors. Members in good standing (regular members) have paid the suggested minimum annual donation (currently $25).
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of ARC shall be managed by its Board of Directors (“Board”) as defined below. The Board of Directors shall have control of and be responsible for the management of the affairs and property of ARC.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than eleven (11) including the following officers: President, Vice President, Secretary, and Treasurer. If the number of Directors is three (3), then there will be no Vice President.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall be a member of the corporation and shall hold office for up to a two (2) year term.
Director terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-half (1/2) of all members of the Board of Directors shall expire.
The group of regional coordinators shall elect one of their own to serve as a voting board member and liaison to the regional coordinators.
The region coordinator representative to the board shall be re-elected annually by the current regional coordinators.
Each member of the Board of Directors shall participate in at least three-quarters (3/4) of the meetings of the Board per year or be subject to removal as set forth in Article IV, Section 7.
The term of office shall be considered to begin January 1 of the year the director is elected and end December 31 of the second year in office.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day within the last three (3) months of each calendar year and at a location designated by the Executive Committee of the Board of Directors.
The Board will hold a minimum of three (3) regular meetings in addition to the annual meeting each calendar year. The Board may provide by resolution the time and place for the holding of these regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, first-class mail, electronic mail or other electronic methods. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence of at least one-half (1/2) of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of at least one-half (1/2) of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any direct compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of all the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the corporations’ purposes, or can reasonably be expected to benefit the corporation. Directors shall use discretion and good business judgment in discussing the affairs of the corporation with third parties. Without limiting the foregoing, Directors may discuss the purposes and functions of the corporation, including but not limited to accounts on deposit in financial institutions.
Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.
Section 13. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
Section 14. Removal
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
Section 15. Presence Through Communication Device
Unless otherwise provided by law, the Articles of Incorporation or these Bylaws, members of the Board and/or Advisory Council may participate in any meeting by means of a conference telephone or similar communication device through which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting. Meetings of the Board of Directors may take place entirely through a conference telephone or similar communication device if circumstances require that a meeting be conducted in such manner, as determined by the President.
ARTICLE V. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the Board. The President shall have the following duties:
The President shall preside at all meetings of the Executive Committee.
The President shall have general and active management of the business of the Board.
The President shall see that all orders and resolutions are brought to the Board.
The President shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
The President shall submit a report of the operations of the program for the fiscal year to the Board and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
The President shall be an ex-officio member of any standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall attend all meetings of the Board and shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter.
Section 3. Secretary
The Secretary shall attend all meetings of the Board and shall have the following duties:
The Secretary shall record all votes and minutes of all proceedings in a book (or electronic record) to be kept for that purpose.
The Secretary in concert with the President shall make the arrangements for all meetings of the Board, including the annual meeting of the organization.
The Secretary shall send notices of all meetings to the members of the Board and shall take reservations for the meetings.
The Secretary shall perform all official correspondence from the Board as may be prescribed by the Board or the President.
Section 4. Treasurer
The Treasurer shall attend all meetings of the Board and shall have the following duties:
The Treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation.
The Treasurer shall oversee and keep the Board informed of the financial condition of the corporation and of audit or financial review results.
In conjunction with other directors or officers, the Treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the Board on a timely basis or as may be required by the Board.
The Treasurer may appoint, with the approval of the Board, a qualified fiscal agent to assist in performance of all or part of the duties of the Treasurer.
Section 5. Election of Officers
The President shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board. Nominations shall also be received from the floor after the President’s report. The election shall be held at the annual meeting of the Board. Those officers elected shall serve a term of two (2) years, commencing at the next meeting following the annual meeting.
Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.
Section 6. Removal of Officer
The Board with the concurrence of 3/4 of the members voting at the meeting (which must be a quorum) may remove any officer of the Board and elect a successor for the unexpired term. No officer of the Board shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7. Vacancies
The President shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VI. COMMITTEES
Section 1. Committee Formation
The Board may create committees as needed. The chair of a committee must be approved by a majority vote of the Board. Each board member is expected to chair at least one of the standing ARC committees.
Section 2. Executive Committee
The four Officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the Board of Directors in the intervals between meetings of the Board and is subject to the direction and control of the full Board.
ARTICLE VII. – Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s (“Organization”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest
An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation
A voting member of the governing board who receives compensation from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Signed Statement
Each director, officer and member of a committee with governing board delegated powers shall sign a statement which affirms such person:
Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE VIII. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of Delaware, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses, including reasonable attorneys’ fees, incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE IX. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors. These minutes will be promptly posted on the ARC website, and may be posted on other ARC social medias outlets.
ARTICLE X. AMENDMENTS
Section 1. Articles of Incorporation
The Articles of Incorporation may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles of Incorporation setting forth the proposed amendment or a summary of the changes to be affected thereby shall be given to each director at least three (3) days in advance of such a meeting if delivered personally or by electronic mail or at least five days if delivered by mail.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by two-thirds (2/3) vote at any regular or special meeting (where a quorum is present) provided, however, that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and that all amendments be consistent with the Articles of Incorporation. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ARTICLE XI. MISCELLANEOUS
Section 1. Non-Discrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of ARC not to discriminate on basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran's status, political service or affiliation, color, religion, or national origin.
Section 2. Gender
Use of the feminine herein shall also refer to the masculine and the use of the masculine herein shall also refer to the feminine, unless otherwise expressly provided. The use of the singular herein shall also refer to the plural unless the context requires otherwise.
ADOPTION OF BYLAWS
We, the undersigned, are all the directors of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this _3rd_ day of January 2018.
ARC President–Mark Lattanzi
ARC Vice President–Mark Harris
ARC VP/Treasurer–Steve Hall
ARC VP/Secretary–Kate White
National Ranking Leader–Ryan Ognibene
Racers/RD Resources Leader–Shane Hagerman
Outreach Leader–Abby Perkiss
Sponsorship Leader–Michelle Faucher
Data and Statistics Leader–Cy Sack
Region Development—Dave Ashley