2025 Annual Membership Meeting Notice & Bylaw Updates

Annual Meeting Date: THURSDAY April 24, 2025

Time: 4:00 PM Central

Location: Renaissance Minneapolis Hotel, The Depot: 225 3rd Avenue South Minneapolis, Minnesota 55401

Attendance at the RRCA Convention is not required to attend the RRCA Annual Meeting but it is encouraged.

The RRCA is informing members that the Board of Directors is presenting recommended updates to the RRCA Bylaws to be voted on by members present at the 2025 Annual Meeting of the Membership. In advance of this meeting, the RRCA presents the following information and justifications for the recommended Bylaw updates.

At the end of the 2024 election process, the Board Development Committee (BDC) provided feedback to the Board that the “hard coded” timing of the nomination and selection process in the current (v.2021) Bylaws is restrictive, especially when the process lands directly between Christmas and New Year’s holidays. The recommended update to the Bylaws allows the Board Development Committee more latitude in planning the timing of the nomination and selection process with a clearly outlined deadline in the Bylaws. While reviewing the Bylaws as part of updating language for IX.B.2.a-f, a few inconsistencies related to online voting inclusion, which was adopted in 2021, were teased out and updated.

In addition, the Board held meaningful discussion about reducing the term limits for Board members. The Board proposed starting with the 2028 Elections for Group 1 followed by Group 2 in 2029, that the consecutive years of service on the Board cannot exceed six (6) years; however, this limit can be extended to as much as ten (10) years in the case of a Board member who has served 6 consecutive years in non-President positions and thereafter is elected President.

The Board recommends the approval of the revised term limits to occur in 2025 and to be enacted with the 2028 election cycle. This will allow the BDC and the Board time to plan for leadership recruitment and transitions over the next few years.

The following Bylaw sections are presented with current (v.2021) and the 2025 revised language:

A. Annual Meeting of the Membership

An annual meeting of the RRCA membership shall be held on a date and at a location determined by the RRCA Board and shall be announced no less than six (6) months prior to the meeting. At the Board’s discretion, the Annual Meeting of the Membership may be held in-person or via digital means including tele- or video conferencing. If the Meeting of the Membership must be postponed and cannot be held at a later time on the same date and location, or if it is cancelled due to imminent danger to members (exigent circumstances), the Board may reschedule the date of the meeting and provide no less than a fourteen (14) day written notice, including email notification, announcing a new date, time, location or meeting method (in-person, tele- or video conferencing) to the members.

A. Annual Meeting of the Membership

The Annual Meeting of the RRCA membership shall be held on a date and at a location determined by the RRCA Board and shall be announced no less than six (6) months prior to the meeting. At the Board’s discretion, the Annual Meeting of the Membership may be held in-person or via digital means including tele- or video conferencing. If the Meeting of the Membership must be postponed and cannot be held at a later time on the same date and location, or if it is canceled due to imminent danger to members (exigent circumstances), the Board may reschedule the date of the meeting and provide no less than a fourteen (14) day written notice, including email notification, announcing a new date, time, location or meeting method (in-person, tele- or video conferencing) to the members.

The RRCA Board will set the agenda for the Meeting of the Membership which shall include:

Action on minutes of the preceding meeting
Review the state of the RRCA including presentations of the financial statement from the most recently concluded fiscal year
Report on the results of the Board Elections outlined in VII.H.

B. Special Meetings

Other meetings of the membership may be conducted as deemed necessary by a majority of the Board. The Board shall call a membership meeting upon the written request of not less than twenty-five percent (25%) of the total members eligible to vote. The Board will determine if the meeting will be held in-person or via tele- or video conferencing. The Board will determine the method of voting for a special meeting as outlined below in F.Voting.

F. Voting

All membership categories that have paid annual dues by March 1 are eligible to vote at the Annual Meeting of the Membership. Board shall authorize and make notice to members, no less than 30-days in advance of the meeting, for the allowance of digital (online) voting, mail-in voting, in-person voting, or a mix of any of these options. Written notice, including email, shall be sent to members in advance of the Membership or Special Meeting outlining voting instructions as approved by the Board.

H. Elections

The purpose of elections is for the membership to approve the recommendations of the Board Development Committee (Article IX.B) and to allow for a process of electing others, if the membership votes for alternate candidates at the Meeting of the Membership through the process outlined in IX.B.2.d.

2. General rules:

a. All nominees for board positions must be members of the RRCA, which may include being a member of an RRCA member Running Club, an employee or board member of a Running Club, Event, Event Management Company, or Associate member, or an Individual member of the RRCA. Nominees must be a member for a consecutive period of no less than 3-months.

3. Terms of Office

d. Consecutive years of service on the Board cannot exceed eight (8) years; however, this limit can be extended to as much as twelve (12) years in the case of a board member who has served 5-8 consecutive years in non-President positions and thereafter is elected President.

5. Election Process : At the annual meeting, each open position is voted on separately and is filled by the candidate receiving a majority of votes cast. When more than two candidates are nominated and a majority vote is not reached on the first ballot, the candidates having the two highest number of votes are put on a ballot for a runoff.

B. Special Meetings

E. Voting

All membership categories outlined below that have paid annual dues by March 1 are eligible to vote for specific matters outlined in these Bylaws and put forth by the Board for member voting. The Board shall authorize and make notice to members, no less than 30-days in advance of the Annual Meeting, for the allowance of digital (online) voting, mail-in voting, in-person voting, or a mix of any of these options. Written notice, including email, shall be sent to members in advance of the Annual Meeting or Special Meeting outlining voting instructions as approved by the Board.

H. Elections

The purpose of elections is for the membership to approve the recommendations presented by the Board Development Committee (Article IX.B) and to allow for a process of electing alternate candidates who have properly submitted a request to be included on the final voting ballot for the elections.

2. General rules:

3. Terms of Office

d. Starting with the 2028 Elections for Group 1 followed by Group 2 in 2029, the consecutive years of service on the Board cannot exceed six (6) years; however, this limit can be extended to as much as ten (10) years in the case of a board member who has served 6 consecutive years in non-President positions and thereafter is elected President.

5. Election Process : As outlined in VI.E.Voting, the Board will instruct the membership no less than 30-days in advance of the Annual Meeting about the process for voting for the Board Elections. If the Board authorizes voting by digital ballot or authorizes voting in person at the Annual Meeting, each open position is voted on separately and is filled by the candidate receiving a majority of votes cast. Results of the Election will be reported at the Annual Meeting whether voting is done in advance online or conducted in person at the Annual Meeting. If elections are conducted in person at the Annual Meeting, that item shall be added to the Annual Meeting agenda before VI.A.3 Reporting on the Results of the Election. When more than two candidates are nominated and a majority vote is not reached on the first ballot, the candidates having the two highest number of votes are put on a ballot for a runoff.

B. Board Development Committee (hereafter “BDC”)

The RRCA President annually appoints the BDC chairperson and members of the committee, with Board approval, following the Annual Meeting of the Membership to serve on the committee until the conclusion of the Annual Meeting of the Membership the next year (essentially a one-year term). The BDC members must be members of the RRCA, but may not be current board members, with the exception that the President and CEO are de facto members in a supporting role. The RRCA President and the CEO shall have no role in the duties of the BDC as it relates to Nominating procedures specified below.

The immediate past-President for the RRCA shall not be appointed to the BDC the year following the conclusion of their board term. The chairperson of the BDC may serve no more than three (3) years in that role. Members ofthe BDC may serve no more than six (6) years total on the committee.

The purpose of the BDC is to:
1. Assist the Board year-round and be accountable to membership for recruiting and recommending candidates for nomination that will represent a well-rounded, competent board of directors. This may be accomplished through periodic meetings and recruiting efforts of the BDC in advance of the nominating procedures start date, as outlined below.
2. Make recommendations and encourage individuals to formally nominate themselves.
3. Support the Board in its ongoing commitment to diversity, equity, and inclusion (DEI) by recruiting and recommending candidates for nomination from underrepresented groups.
4. Review succession planning needs and term limits for board members and make recommendations to help ensure continuity of operations, leadership changes, and DEI for the Board.
5. In the event of a vacancy on the Board, the BDC will recruit and make a recommendation to the Board for a replacement candidate.
6. No less than Six (6) months before the election of the RRCA President, the BDC shall meet to develop plans and procedures to ensure a transparent and equitable process for the recruitment, recommendation, and nomination of the next RRCA President.
7. The BDC serves as the Nominating Committee and follows the Nominating Procedures below.

B. Board Development Committee (hereafter “BDC”)

The RRCA President annually appoints the BDC chairperson and members of the committee, with Board approval, following the Annual Meeting of the Membership to serve on the committee until the conclusion of the Annual Meeting of the Membership the next year (essentially a one-year term). The BDC members must be members of the RRCA, but may not be current board members, with the exception that the President and CEO are de facto members in a supporting role. The President and CEO shall not engage in board candidate interviews and reference checks conducted by BDC members.

The purpose of the BDC is to:
1. Assist the Board year-round and be accountable to membership for recruiting and recommending candidates for nomination that will represent a well-rounded, competent board of directors. This may be accomplished through periodic meetings and recruiting efforts of the BDC in advance of the nominating procedures start date, as outlined below.
2. Make recommendations and encourage individuals to formally nominate themselves.
3. Support the Board in its ongoing commitment to diversity, equity, and inclusion (DEI) by recruiting and recommending candidates for nomination from underrepresented groups.
4. Review succession planning needs and term limits for board members and make recommendations to help ensure continuity of operations, leadership changes, and DEI for the Board.
5. In the event of a vacancy on the Board, the BDC will recruit and make a recommendation to the Board for a replacement candidate.
6. No less than Six (6) months before the election of the RRCA President, the BDC shall meet to develop plans and procedures to ensure a transparent and equitable process for the recruitment, recommendation, and nomination of the next RRCA President.
7. The BDC shall follow the Board Approved Nominating Policies & Procedures, which includes annually setting the deadline for nominations based on the date of the Annual Meeting and allowing adequate time to screen candidates in accordance with the timeline below:

2. Nominating Procedures for Board Member Candidates

a.Start Date – 120 days before the Annual Meeting of the Membership (AMM) – the RRCA advises members as to which board positions will be elected at the upcoming annual meeting. At the same time, it solicits formal nominations from candidates, to be submitted in writing, including submission via an online form with required information as determined by the BDC. By this time, the BDC will also finalize procedures needed for reviewing and interviewing candidates.

b.75-days before the AMM: Deadline for submitting nominations to the BDC Chairperson for consideration. The BDC (less the President and CEO) will begin following their procedures for reviewing and interviewing candidates that have submitted nominations.

c.45-days before the AMM: The BDC presents its recommended slate of candidates, consisting of one individual for each position, to the Board and CEO.

d. 40-days before the AMM: The CEO will communicate the recommended slate of candidates to the membership via email and digital transmissions. At that time, candidates interested in running for the Board as a non-slate candidate may submit their nomination to the CEO.

e. 30-days before the AMM: Deadline for submitting non-slate nominations to the CEO. A complete listing of all nominees, recommended slate and non-slate candidates, their qualifications and a brief, 250 words or less, statement by each candidate will be promptly communicated to the membership via two separate email communications and digital transmissions.

f. 0- days is the AMM: See Order of Business and Voting

2. Board Candidate Nomination Timeline:

- Announcement of Board Seats up for Election: 5 months before the Annual Meeting:
  - The CEO advises members about which Board Group outlined in VII.H.1 will be up for election in conjunction with the upcoming Annual Meeting as determined by the Board approved voting procedures outlined in VI.E.
  - Nominations from candidates must be submitted in accordance with the Board approved Nominating Policies & Procedures and within the deadline established by the BDC as outlined above in IX.B.g.
- Deadline for BDC to Submit Recommended Slate of Board Candidates: 40-days before the Annual meeting
  - The BDC must submit the recommended slate of candidates, consisting of one individual for each position to the Board and CEO
  - The CEO will share the recommended slate of candidates with members via email. The CEO will also instruct non-slate candidates interested in running for the Board who had submitted their nomination by the stated nomination deadline may submit their request for inclusion on the ballot by the stated deadline.
- Deadline for CEO to Send Final Election Ballot to Membership: 30-days before the Annual Meeting
  - A complete listing of all nominees, recommended slate and non-slate candidates, their qualifications and a brief, 250 words or less, statement by each candidate will be promptly communicated to the membership via two separate email communications and digital transmissions.
  - Instructions for the process of Voting for the Election will be shared with the information outlined above.

ARTICLE XIV – AMENDMENTS

1. Procedure. These bylaws may be amended by two-thirds of those voting at an annual meeting, as follows:

ARTICLE XIV – AMENDMENTS

1. Procedure. These bylaws may be amended by two-thirds of those voting at an Annual Meeting or voting online as approved by the Board, as follows:

2021.RRCA.Bylaws.approved.04.2021