The name of this organization is Randonneurs USA. It will also be referred to in this Constitution as RUSA.
The purpose of RUSA is to promote long-distance bicycling, known as randonneuring, in the United States of America. It may accomplish this purpose by the following activities:
- (a) promoting qualification rides and other bicycle events in the United States;
- (b) establishing and maintaining a close working relationship with the Audax Club Parisien for the purpose of qualification of RUSA members for the Paris-Brest-Paris Randonnée and for other rides, awards and/or honors of the Audax Club Parisien;
- (c) Publishing a newsletter and/or journal on a regular basis to inform RUSA members and the general public regarding the sport of randonneuring;
- (d) soliciting and raising funds for all appropriate activities of the organization;
- (e) fostering participation in American and international amateur cycle sport activities;
- (f) doing any other appropriate act to further the above purposes, however, this organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, and shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Internal Revenue Code Section 501(c)(3) or corresponding provisions of any subsequent federal tax laws.
RUSA will be governed by its Board of Directors and Officers as set forth in this Constitution and in its Bylaws.
Board of Directors
Duties of the Board of Directors
The Board of Directors will establish RUSA policies in accordance with the purposes set forth in this Constitution. It will approve the disbursement of RUSA funds. It will elect the President and other officers from their number, as set forth in the Bylaws, except for the Treasurer, who can be a RUSA member selected by the Board without being a Board member. It may amend the Bylaws when appropriate by a simple majority of the Board present and voting.
Meetings of the Board of Directors
The Board shall meet at such times as the President shall designate, or when two of the Directors request that a meeting be called. Board meetings may be in person or by teleconference. The Board shall meet at least once each calendar quarter. A quorum of the Board shall consist of five members. In the event that a Director is absent for two out of three consecutive meetings, the Board shall vote on sustaining his membership on the board. A Director may also be removed for cause by the affirmative vote of 2/3's of the Directors present and voting at any meeting of the Board of Directors.
Membership of the Board of Directors
The Board of Directors shall consist of six Directors elected by the general membership, and a representative appointed by the Regional Brevet Administrators.
The term of office of the six elected Directors shall be three consecutive years. In the first election of directors held under this Constitution, all six shall be elected. Two directors shall be elected to one year terms, two to two year terms, and two to three year terms. The two candidates with the highest vote totals shall fill the three year terms, the two candidates with the next highest vote totals shall fill the two year terms, and the two candidates with the next highest totals shall fill the one year terms. Thereafter, two directors shall be elected each year.
An elected Director may not serve more than two full three year terms in succession. An elected Director shall be eligible for election to any office or appointment to any position or committee established by this Constitution or the Bylaws, except that an elected Director may not simultaneously be the RBA Representative Director.
RBA Representative Director
The Regional Brevet Administrators shall appoint one of their number not already serving as an elected Director to serve as a Director on the Board. The term of office for this Director shall be one year. This Director shall not be eligible to be elected President, but may be elected to any other Office or appointed to any committee or position in a like manner as any elected Director.
The President shall be elected by the full Board of Directors from among the six elected Directors. The President shall be the chief executive officer of the organization and shall report to the Board of Directors. The President shall be the Chair of the Board and shall have general supervisory authority over the activities of RUSA. The President, subject to ratification by the Board, shall establish any standing committees authorized in the bylaws, and shall establish any other committees or other entities deemed necessary. The President shall delegate to any such committee such authority as the President shall see fit. The President shall be an ex-officio member of all RUSA committees.
The Vice President shall perform such activities as assigned by the President. The Vice President shall assume the duties of the President in case the President resigns or is removed from office.
The Treasurer shall be the financial officer of RUSA and shall receive and deposit the moneys of RUSA in a bank or banks to be approved by the Board of Directors. The Treasurer shall make disbursements, subject to the approval of the Board of Directors, and shall keep accurate account of all such deposits and disbursements. The Treasurer shall make a report of the finances of RUSA at such times as directed by the Board and shall submit an annual budget for approval of the Board.
The Secretary shall attend the meetings of the Board of Directors and shall record the minutes of the meetings, and shall perform such other duties as the Board of Directors may direct.
Amendments to this Constitution may be proposed by any member of the Board of Directors or by any member who presents to the Secretary a petition signed by at least ten percent of the members. The proposed amendment shall be discussed by the Board of Directors, and may be amended as to form by them. If the Board adopts the amendment by two thirds affirmative vote, it shall be referred to the membership. The amendment shall be adopted if it receives two thirds of the ballots returned within thirty days after mailing. The amendment, if approved, shall become effective on the first day of the next month.
An affirmative vote of two-thirds of the membership ballots returned within thirty days after mailing shall suffice for adoption of this Constitution, abstentions not being counted. It shall become effective on the first day of the next month.
RUSA may effect its own dissolution only upon the Board of Directors presenting a ballot to the membership by first class mail. An affirmative vote of two thirds of the ballots returned within thirty days shall be required, abstentions not being counted. In the event of dissolution, any funds in excess of encumbered funds shall be donated to a 501(c)(3) organization whose mission supports cycling or environmental consciousness.