The Board of Directors of Randonneurs USA, (RUSA), do hereby publish and promulgate these bylaws of RUSA, which shall be effective upon ratification by membership.
Membership
There shall be the following kinds of memberships:
Full memberships: A person shall be at least eighteen years old, or if a minor have parental consent to join RUSA. Each individual member shall have one vote in RUSA elections, and shall receive one subscription to each newsletter and/or journal published by RUSA. Annual membership dues shall be assessed to members in an amount determined each year by the Board.
Other memberships: Other memberships may be conferred upon individuals or organizations by the Board. These memberships do not require dues to be paid and do not entitle the recipient to vote in RUSA elections nor serve on the Board. They may entitle the holder to receive a copy of the newsletter and other RUSA publications. They may attend RUSA meetings. The Board may create categories of other memberships as it sees fit.
Committees
The President, with the approval of the Board, shall appoint the following standing committees and such other committees as are deemed necessary to carry out the purposes of RUSA:
Membership: Shall receive and process all membership applications, and shall keep accurate and current records of RUSA membership. The committee shall provide a report to the Board annually.
Liaison with Regional Administrators: Shall maintain close communication with the local Regional Administrators. The RBA Representative Director shall be Chair of this committee.
Publications: Shall be responsible for publishing American Randonneur and other publications in a timely manner.
Brevet Coordinator: Shall be responsible for soliciting each year's schedule of proposed Brevets from each Regional Brevet Administrator, submitting the calendar of proposed brevets to ACP, and maintaining a current, accurate schedule of Brevets to be offered by the Regional Brevet Administrators. The Brevet Coordinator shall also keep accurate records of those who have completed Brevets offered by the Regional Brevet Administrators, for ward appropriate records of Brevet results to ACP, and return certified Brevet results from ACP to the Regional Brevet Administrators.
Website Committee: Shall maintain and update the RUSA website.
Financial Audit Committee: Shall review the work of the Treasurer and report to the Board concerning the reliability of RUSA’s financial accounting. At least one member of the Financial Audit Committee shall be a member of the Board.
The Committee Chairs and members may be appointed from either the Board or the general membership. They serve at the pleasure of the President. They may also be dismissed by a two-thirds vote of the Board.
Elections
Vacancies for positions on the Board of Directors shall be filled in the following manner:
On or before October 1st any Board member whose term is expiring and who is eligible to run again shall announce his or her intention to run again and this decision shall be posted on the website with an announcement to the members that nominations are open for the Board. A member may submit his or her name or nominate another member for any open position. Once a member has been nominated they will be notified and will have until October 30th to decide if they want to run and, if so, submit a statement of interest and qualifications as a director in 250 words or less that will be posted on the RUSA website plus a photo. Nominations will close no later than October 20th. When a person has confirmed that they have accepted the nomination their name will be posted on the RUSA website. With the consent of the person who did the nomination, nominees may also be told who nominated them. The election will commence no later than November 1st and will end on November 30th. Election of Directors will be by secret ballot sent to all members by electronic mail or by electronic means, including a posting on the website. Completed ballots shall be returned or submitted electronically on or before November 30th to an impartial member selected by the Board.
If a Directorship, including RBA Representative Director becomes vacant due to resignation or otherwise, the Board shall have the power, by a majority vote of the Board, to appoint an individual to serve the vacated position until the end of the calendar year, at which time the candidate for the regular Board position with the next highest vote total shall serve the remainder of the vacated term. If the vacancy occurs after nominations open on October 1st of any year, then the Board, by a majority vote, may appoint an individual to serve the vacated position until the election in the following calendar year, if the term of the vacated position would have extended into the next calendar year.
If there are less than two nominees for an election or no nominees for the RBA Representative Director, then the Board may appoint a member to serve on the Board until the next election, at which time the candidate with the third highest votes (or fourth if there are two vacant positions to fill) shall serve for a two year term.
If there is only one individual nominated for the position of RBA Representative Director then that individual will be appointed by acclamation for the next year. If there are two or more individuals nominated for that position then the RBA Representative Director will be appointed by an election by secret ballot in the same election as the regular Board members. If no one is nominated for the position of RBA Representative Director then the Board shall appoint an individual to fill the position until the next election in the same manner as filling a vacancy on the Board.
The Board shall elect the Officers for each year at its first meeting of that year.
Term of Office
All directors' terms shall begin on January 1 of the year following the year in which elected and shall end on December 31 of the third year following the year in which elected. No director may be elected to more than two successive partial or full terms. The President shall serve no more than three consecutive one year terms. Any officer whose term has ended shall continue to serve in that office, as a non-voting ex officio member of the Board, until the successor officer is elected by the Board.
Fiscal Policies
All fiscal policies of RUSA shall be promulgated by the Treasurer with the approval of the Board. All expenditures of RUSA funds must be made pursuant to items in the approved annual budget and must be authorized in advance by the Board. All non-budgeted items must be approved specifically by the Board. Expenditures up to $100 may be approved by either the President or the Treasurer and expenditures up to $250 may be approved by agreement of the President and the Treasurer in an emergency but in either case the expenditure must be presented to the Board at or before its next scheduled meeting. The RUSA fiscal year begins January 1 and ends December 31.
Amendments
These Bylaws shall be amended only by vote of a majority present at a regularly scheduled meeting of the Board, provided that a quorum shall have been declared. The Directors shall be notified of any proposed amendment not later than two regular Board meetings preceding the meeting at which the amendments are to be adopted. Any changes in these Bylaws shall be published in the next issue of the newsletter. Amendments to these bylaws which are adopted by the Board shall become effective immediately upon adoption.
Precedence
In the event of conflict between any provision of the RUSA Constitution and these Bylaws, the Constitution shall take precedence.