Text Box: The following note has been added to this web page to allow for concerned clubs to voice their opinion. It was not a portion of the original letter. Note: Interested chapters should contact your regional Board member and State Representative. If you are in support of this letter and want to so indicate please click "FEEDBACK" and provide your Club Name, your Name, your Club Office, and a comment if you so desire. A supplemental letter will be sent to the RRCA Executive Director and RRCA Board next week with additional club names that support this letter.

 

November 12, 2002

 

 

BY E-MAIL, FACSIMILE AND U.S. MAIL

 

Mr. David Dobrzynski, Executive Director

The Road Runners Club of America, Inc.

510 N. Washington Street

Alexandria, VA  22314

 

FAX: (703) 836-4430

EMAIL:  office@rrca.org; dfd@rrca.org; rungazet@uplink.net; rungazette@aol.com; president@rrca.org; vicepres@rrca.org; treasurer@rrca.org; eastdir@rrca.org; centdir@rrca.org; southdir@rrca.org; westdir@rrca.org; atlrgdir1@rrca.org; atlrgdir2@rrca.org; atlrgdir3@rrca.org; atlrgdir4@rrca.org; rrcaeastdir@aol.com; mlcook@cnmc.org; BACOVILLE@aol.com; kimott@aol.com; poruns24@aol.com; jimnjan@borg.com; john@Calotta.com; rich@globalathletics.com; t.h.fort@worldnet.att.net; centdir@rrca.org; kimott@aol.com; T.H.Fort@worldnet.att.net;

 

 

Dear Mr. Dobrzynski:

 

            This letter is on behalf of Gateway Athletics – St. Louis; the Atlanta Track Club, Huntsville Track Club, Anniston Runners Club, Birmingham Track Club, Knoxville Track Club, Montgomery County Road Runners Club, Cherry Blossom Road Runners Club, New Orleans Track Club and All American Trail Running Association requesting that RRCA reissue dues billing statements within fourteen (14) days using the same rate and method as in the past.

 

As you know, the 2003 dues billings have been sent out to the clubs, using a new definition of member.  The clubs listed above dispute the RRCA’s method of dues calculation, as well as the new definition of member, and hereby request the Board to issue new dues billing statements using the number of members, as defined by the member clubs, provided to the RRCA by member clubs this fall.

 

            As you are no doubt aware, the billing form included the following information:

 

“NOTE:  Your 2003 membership dues and insurance coverage were calculated based upon information you provided to the RRCA.  At the October 2002 meeting, the RRCA Board of Directors, under advisement of the RRCA legal counsel, unanimously agreed that for billing purposes a ‘member’ is defined as an ‘individual person’ as opposed to a ‘household.’”

 

This interpretation contradicts the bylaws and is not legally sufficient for several reasons.  First, Bylaw provision Article V(A) states that “[t]he number of members as of the September 30[sic] shall be the total on which annual dues for the following calendar year for local road runner clubs shall be determined.”  In direct contradiction of this bylaw provision, some member clubs were billed for a number in a club information template supplied to the RRCA in June 2002, rather than the number of members in the database reported to the RRCA in September 2002.  Other clubs, which failed to submit the club information template, were billed using figures from other unknown sources.

 

This method of billing contradicts the bylaws.  The bylaws provide that membership for dues billing purposes is to be determined as of September 30th.  The RRCA clearly is basing some membership totals based upon contact information sent in back in June, rather than updated information reported this fall.  Some membership totals have been based on seemingly arbitrary and unknown sources.  The “2002 RRCA Fee Information Sheet” states in part that “[d]ues and insurance fees for renewal of membership are based on the number of members reported to the RRCA in the fall of each calendar year.” (emphasis added).  Therefore, clubs should not be billed based upon a figure other than that provided by the club with the membership roster for the explicit purpose of dues determination.

 

Second, the RRCA’s method of billing large clubs contradicts the bylaws.  An increase on the amount of dues that could be billed to large clubs was voted upon and passed by the members a couple of years ago.  This increase was also capped at a certain amount.  Therefore, unless and until the members vote to remove this cap, the RRCA may not assess dues against large clubs in excess of the capped amount.

 

            Third, the RRCA’s method of dues billing is also in contradiction of the bylaws because of the definition of member utilized.  The bylaws are silent on who is to be considered a member of a local club for dues billing purposes.  Nor do the bylaws define who is a member of the local clubs, but, rather, the bylaws leave it up to the local clubs to define their membership.  Therefore, local clubs are free to define a member as a household and pay dues for households rather than all individual members.  The only requirement that the RRCA bylaws place on membership is that for a local club to become a member of RRCA, it must have at least ten individual members.  The current bylaws place no restrictions on how certain kinds of members are to be reported to the RRCA, and therefore, billed.

 

Furthermore, it is inconsistent for the RRCA to bill clubs for the amount listed as total number of club members as not all of these individuals receive RRCA Footnotes or other RRCA services; as these individuals do not receive these RRCA services, they should not be counted as members for dues billing purposes.  Should the Board of Directors wish to define membership for the purpose of dues billing, it must amend the bylaws.

 

            Fourth, as further support that this method of dues billing contradicts the bylaws is a twenty-seven year old billing policy that states that members, for purposes of dues assessment, are those members the local clubs report to the RRCA.  The last sentence in the last paragraph on page 3 of the President’s Newsletter, June 1983 states, “[w]hen supplying your membership list to the RRCA, you have the choice to include each dependent member in a family or supply only one name/address per family.”  This long-standing policy has not been discussed or amended by a vote of the membership.

 

            Therefore, any proposed change in rate or method of dues billing or the definition of member cannot be made unilaterally by the Board but must be discussed with, and voted on by the membership at the annual meeting of members in April 2003, as provided for in the bylaws.  Because members were denied an opportunity to vote on such a proposal, nor were they given any prior notice, the action by the Board is arbitrary and capricious.  The Board is not free to unilaterally amend the bylaws in its effort to increase revenue, and such an act could be construed by a court as ultra vires act.  As you may be aware, the Code of Virginia, § 13.1-828 gives a member the power to challenge an act of the corporation on the ground of ultra vires, and allows a court to enjoin an unauthorized corporate act and award damages.  Therefore, prior to initiating other action, the above-listed members again request the Board to reissue new dues billing statements within fourteen (14) days based only upon the number of members, as defined by the club, reported this fall by the clubs to the RRCA.

 

                                                                        WEBSTER, CHAMBERLAIN & BEAN

 

                                                                        /s/

 

                                                                        By:  Heidi K. Abegg

 

cc:        Freddi Carlip

            67 West Jupiter Lane

            Lewisburg, PA  17837

 

            Kim Ottaviani

            1434 Washington Street

            Hollywood, FL  33020

 

            Thomas Fort

            11 Revelstone Drive

            Newark, DE  19711

 

            John Calotta

            805 Third Avenue – 18th Floor

            New York, NY  10022

 

            Michael Cook

            2002 Cool Spring Drive

            Alexandria, VA  22308

 

            Donna Moulton

            RRCA Eastern Director

            P.O. Box 11303

            Portland, Maine  04106

 

            Beverly Coville

            8 Quail Hollow Road

            Rome, GA  30161

 

            Kathleen Gina

            209 N. Ashley

            Apt. 2

            Ann Arbor, MI  48104

 

            Mrs. Calvin “Po” Adams

            1009 Friars Court

            Carmichael, CA  95608

 

            Jim Stasaitis

            154 Elmwood Place

            Utica, NY  13501

 

            Rich Kenah

            1380 Park Garden Lane

            Reston, VA  20194