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DC ROAD RUNNERS CLUB ANNUAL MEETING MINUTES

Sobe Restaurant, Arlington, VA

May 3, 2010

The meeting was called to order after the presentation of the Snowball Series Awards by Ben Richter.  Fifty-one club members were in attendance. 

Report from the Treasurer and Presentation of the 2010-2011 Annual Budget:  Karol Murray reported on behalf of Treasurer George Getek.  She provided a distributed the Treasurer’s report that detailed the 2009-2010 budget vs. actual and the proposed 2010-11 budget. A motion was made to approve the proposed 2010-2011 budget and the motion was approved.

Report from the Vice President (Operations):  Brian Danza distributed copies of prototypes of the new Club logo.

Report from the Membership Director:  Katie Madison reported membership statistics by member type.  She reported a total Club membership of approximately 1,100 members, which is a slight decrease from 2009 but is likely attributable to more accurate reporting with the new online registration system. 

Election of 2010-2011 DCRRC Board of Directors:  The nomination committee of Ian Clements and Aaron Cheskis presented the slate of: 

A motion was made to approve the nomination slate as presented and the motion was approved by the general membership.

Report by the Vice President (Races):  Ben Richter reported that the Club had a great Snowball Race Series.  Unfortunately the Club has continued to have problems with the US Park Police and he anticipates having issues with the 20 Miler in September.  Anyone with ideas for races should feel free to send those suggestions to Ben.  The Club is also looking into the possibility of creating a new signature race.  Ben thanked all of those members who have volunteered at the races as well as the race directors.

Business:

President Karol Murray distributed copies and announced changes to the bylaws.  Some of these are just clarifications to make the bylaws consistent.  She noted that with regard to notification, notification by mail is not in the bylaws, but we will abide by this because it is a DC law and we are incorporated in DC.  DC law also does not allow members to vote by proxy so we will not be making this change.

Bob Platt raised the issue that notification needs to be a newsletter to be in writing.

Ed Grant (the Club’s legal counsel) responded that he reviewed the entire DC Incorporation Code for Non-Profits and said that there was sufficient notice of the meeting and that we have a quorum – so the requirements for the meeting have met.  Ed also noted that we replaced the club newsletter with the webpage (and we made this change years ago when we replaced the newsletter editor with the webmaster).  He advised the President with regard to the proxy voting issue.  He further stated that there was appropriate notice of this annual meeting.  There was personal notification as this meeting was announced at several training sessions, races, track workouts and SLR.  In addition, he said that notification of the meeting by mail has to be within 10-50 days before the meeting and can be by any mail.  It is fine to have notification by e-mail and website in our bylaws all we are doing is giving more notice than is required by DC law.  This is not contrary to DC law.  Ed stated that the Club’s bylaws abide by the DC Code and the only changes are ones that give more than the baseline of what the DC Code requires and ones for clarification.

Ben Richter asked whether “notification by mail” mean US Post Office mail.  Ed answered that it is ambiguous what “mail” means in the DC Code.  Arguably e-mail would be OK, but he didn’t think the point was worth litigating.  His advice would be to mail notification between 10-50 days before a meeting (ideally 30-40 days before). 

Another question was asked whether the club information in RacePacket was a newsletter.  Ed answered that what the club has in RacePacket is an advertisement.  The Club got rid of its newsletter years ago.

Bob Platt raised a question regarding why the change to how Directors At-Large are elected because they used to be the 4^th and 5^th top vote getters.  Ed responded that the problem is that there are not a lot of people running for the Board so these positions are included on the slate.  Bob raised continued concerns about what would happen if a lot of people ran for the Board.  Elizabeth Humphrey noted that the slate is needed to give balance and ensure that all three areas (DC, Maryland and Virginia) are represented at Directors.

Scott Smith moved to vote to approve the new bylaws.  Ben Richter seconded and the new bylaws were approved.

The President thanked everyone for attending and adjourned the meeting.

The next meeting will be in July – date and time to be announced.