Constitution for The Shenandoah Valley Track Club (SVTC) Joseph D. Rudmin, October 11, 2011 I. Overview. 1.1 Introduction. The Shenandoah Valley Track Club (SVTC) strives to bring together runners of all ages and abilities, to promote a social running community. After several years without a written constitution, the SVTC adopts this written constitution. 3.1 Abstract. This constitution describes the composition and structure of SVTC, and prescribes how SVTC should expand, divide, contract, dissolve, and merge with other organizations. Three different organizational structures are included, for when SVTC is a level 1, level 2, and level n+1 organization, respectively. Gradual transitions between levels are prescribed, in order to minimize disruption of ordinary activities. To avoid redundancy of exposition in this document, rules common to multiple levels are mentioned only for the lowest level to which they apply. Unless otherwise stated, every rule applies to every level including and above the one in which it is first mentioned. 5.1 Membership. Individuals and organizations may be members of SVTC. In order to accommodate anticipated rise or decline in participation in SVTC, the structure of SVTC will change as its level changes, as measured in number and type of member organizations of SVTC. The term "individual" means "human". The term "individual member" means a human being who is a member of SVTC. The term "organization" means an entity such as a club, team, race committee, business, school, or town. The term "member organization" means an organization which is a member of SVTC. Alone, the term "member" applies equally to an individual member or a member organization. 5.3 Member Organizations. To become a member of SVTC, an organization applies to the SVTC for membership. After the SVTC's legislature passes a resolution whereby it chooses to accept the organization as a new member, membership is finalized when the new member organization pledges to do its best to encourage its members to abide by the SVTC constitution, to the extent that those decisions do not violate the SVTC constitution, higher law, or their consciences and vocations. 5.5 Individual Members. An individual becomes a member of SVTC indirectly by being a member of an organization in the organizational structure of SVTC, or directly by applying to the SVTC and signing a pledge to do his best, while a member, to abide by the constitution of SVTC, to the extent that those decisions do not violate the SVTC constitution, higher law, or his own conscience and vocation. The only difference in direct and indirect membership is the means by which membership is achieved. 5.7 Expulsion. Membership of an individual or organization may be lost only through resignation, or expulsion. As a matter of courtesy, resignation should be made in writing to the SVTC President and each existing house of the SVTC legislature. Expulsion occurs only by act of the SVTC government, with the approval of the SVTC President and 2/3 of each existing house of the SVTC legislature. Expulsion from SVTC applies only to membership in the SVTC, and not to membership in other organizations, including those that are member organizations of the SVTC. Within three months of secession, any individual members of the departing organization may choose to remain individual members of SVTC by notifying the SVTC secretary of their intentions. 5.9 Participation. Every individual member of SVTC may vote for elected office holders of SVTC, and hold office in SVTC. But each individual member may hold only one office in SVTC at a time. It is the responsibility of each member to obtain the resources that member needs to participate in SVTC to the extent that the member wishes to participate in SVTC. No member of SVTC is required to participate in SVTC in any way. The rules and restrictions on SVTC in this constitution apply only to SVTC, and not to its members, unless explicitly so stated. 9.1 Condorcet Voting. Except for elections of members of Parliament described in V.9.9, the Beatpath Condorcet method of voting will be used in all votes, because more than two options are often available for one course of action or seat. Each voter lists his preferred option for each different pair of options. Like preferences for like comparisons are summed over all voters, to obtain pairwise contest results. If an option loses no contests and wins at least one contest, then that option is a possible winner. If there are no possible winners, then those contest results are neglected which have the most votes for each contest loser, until at least one possible winner is obtained. If one possible winner has more total votes in favor of it than any other possible winner, then it wins the vote. If not, then the vote is ambiguous, and no decision is made. On each ballot, if an option is unmentioned, then it is assumed that every mentioned option that loses no comparisons on that ballot is favored over the unmentioned option. Both explicit and assumed preferences are counted as votes when comparing possible winners. 11.1 Creation of Plaudet Certificates. In order to exercise its primary purpose in providing recognition to individuals and organizations for their contributions to our community, the SVTC may authorize the creation and printing of plaudets, in specified denominations, to the demand of the recognized individuals and organizations. Authorization to print the plaudets does not necessarily provide for payment for printing them. Anyone, including the SVTC, may pay for the printing of any plaudet certificate that has been authorized. Each plaudet certificate will have those security features that the SVTC prescribes. III. Level 1 Organization. 1.1 Conventions. The elected executive officers and members of Parliament are chosen by election at the annual convention, held at a time and place determined by the SVTC legislature. Additional conventions may be held, to fill vacant seats, amend the SVTC constitution, and attend to other urgent business. The times and locations of additional conventions will also be determined by resolution of the SVTC legislature. The SVTC legislature will also set the rules for SVTC conventions. 3.1 Legislative Structure. The SVTC legislature initially will be composed of the SVTC Parliament. As conditions permit, Parliament will be joined by a Fundry and a Senate. As these additional houses join Parliament, the legislature will become bicameral and then tricameral. 5.1 Parliament. Parliament will be the house of the SVTC legislature that provides an opportunity for direct participation in SVTC to the individual members of SVTC. A member of Parliament will be called a "Representative". The SVTC Parliament will initially be composed of the elected executive officers of SVTC: President, Past President, Vice President, Secretary, Treasurer, Publicist, and Webmaster. Each elected office will have a term of one year, starting and ending at the annual convention. The SVTC members attending the annual convention will vote in open convention for each elected office, using the Condorcet method of voting in I.9.1. If the vote for "vacant" wins a majority, then the office will remain unfilled for that year, or until a subsequent convention fills the office. For vacancies between elections in offices which are not voted "vacant", the SVTC President may fill the office by appointment until the next convention. With approval of the SVTC legislature, each officer may hire assistance for duties. 7.1 President. As chief executive, the SVTC President delegates and directs security, implements all resolutions of the legislature, using the resources that the legislature provides; and at each legislative session, he appoints temporary proxies for absent executive officers who have not already appointed proxies for themselves. As presider of the SVTC legislature, the President creates the order of the agenda at each legislative session, opens and closes each session, runs each session in a timely and orderly fashion, breaks tie votes, and adjourns legislative sessions. As representative of the SVTC, the President speaks for the SVTC at meetings and civic functions, and negotiates on behalf of the SVTC. If the office of President is not filled, then the Vice President will perform the duties of the President, or the Past President will do so, if the Vice President cannot. 7.3 Past President. At the annual convention, the office of Past President will be offered to those former Presidents who do not hold another office, in the order of most to least recent to hold the office of President. If no former President accepts the office of Past President, then this office will remain vacant. The Past President will advise and assist the President in the performance of duties. 7.5 Vice President. The Vice President works closes with the President, to learn the duties of the President, to stand in for the President when necessary, and to preserve SVTC contacts. The Vice President assists any other officer, upon request of that officer. 7.7 Secretary. The Secretary maintains all SVTC legal documents and trademarks, and keeps a list of members and a record of all agenda items, votes, resolutions, and amendments at conventions and legislative sessions, and may use recording devices to aid in keeping these records. At legislative sessions, the Secretary reports on the minutes of the previous legislative session. Given ample notice and sufficient resources, the Secretary will make a record of the minutes of any legislative session available to any member of the VFP. If the office of Secretary is not filled, the Vice President will perform the duties of the Secretary. 7.9 Treasurer. The Treasurer will keep a legible and understandable record of all SVTC assets, and all receipts and grants of property and plaudets. The Treasurer will have the responsibility for all SVTC financial instruments. Every receipt and outlay will require legislative approval, although that approval need not be explicit. At each legislative session the Treasurer will report on the interim transactions. Interim transactions that are reported but not rejected by the SVTC legislature at the same session are implicitly approved by it. Given ample notice and sufficient resources, the Treasurer will make a record of SVTC transactions available to any member of SVTC. If the office of Treasurer is not filled, the Vice President will perform the duties of the Treasurer. 7.11 Publicist. The Publicist keeps a list of SVTC events, and publishes the list of SVTC events on a timely and regularly timed schedule determined by the SVTC legislature. The Publicist obtains publicity for the SVTC, and leads volunteers who choose to help with publicity. For example, the Publicist produces the SVTC newsletter, and may place advertisements in newspapers, radio, and television on behalf of the SVTC and its races, post signs, design and order T-shirts, design and hand out pamphlets and race registration forms, and coordinate with other organizations in obtaining publicity. The publicist should obtain approval from the President or Vice President for any design. If the office of Publicist is not filled, then the Secretary will perform the duties of the Publicist. 7.13 Webmaster. The Webmaster maintains the SVTC website, and confers with the Publicist on the design of the SVTC website. If the office of Webmaster is not filled, then the Publicist will perform the duties of the Webmaster. 9.1 Creation of Elected Executive Offices. By a 2/3 vote of each house, the SVTC legislature may create additional elected executive offices to perform needed tasks, or to eliminate such additional offices. Each such office will be a seat in the cabinet. Each such office will also be a seat in Parliament, with a vote there, until transition begins to a level 2 organization. 9.3 Activation of Executive Offices. Each elected SVTC office may be activated by resolution of the SVTC legislature, when at least one eligible individual SVTC member volunteers to do the job, and the office was not voted "vacant" at the last convention. To fill an activated office between conventions, the President may appoint a volunteer who is an individual member of SVTC, subject to confirmation by the SVTC legislature. The term of an elected officer appointed by the President will terminate at the next SVTC convention, at which time the office will be filled by election by SVTC members, as described in III.5.1. 9.5 Removal from Office. Any office holder may be removed from office by a vote in favor of doing so by 2/3 the members of each house of the legislature, or a petition signed by 2/3 all SVTC members. Such removal will extend only until the end of the term of office affected by the removal. No officer shall preside over a legislative body that is considering his own removal. 9.7 Succession. Should the President be removed from office, or become incapacitated, or be absent from a meeting at which he presides as SVTC President, his successors, in order of precedence, will be the Past President, Secretary, Treasurer, and then the other executive officers in the order that their offices were activated, from most to least recent. The successor will serve until the President resumes his office. 9.9 Refusal to Act. Any member of the cabinet may formally refuse to act on an executive order or law, by presenting a veto with cause to that effect, to the President, and copies to each branch of the legislature: Senate, Parliament, and Fundry. The President may address the cause for the veto to the satisfaction of the cabinet member, or he may assign the refused order to another agency, under a different cabinet member, if appropriate. Otherwise, removal from office as described in III.9.5 is the only means of overcoming such a veto. 11.1 The Fundry. The Fundry will be the house of the SVTC legislature that provides an opportunity for direct participation in SVTC to those who have been recognized by SVTC or who have aided those who have been recognized. A member of the Fundry will be called a "Delegate". The number of seats in the Fundry will be the same as the number of seats in Parliament. 11.3 Rotating Seats. Those seats in the Fundry which correspond to seats in Parliament for elected executive officers will be rotating seats. The remaining seats in the Fundry will be annually auctioned seats. Each person who wishes to bid on a rotating seat will contribute plaudets equal to his bid to the SVTC treasury, and register a nominee with the SVTC treasurer. The SVTC treasurer will record the date and amount of the contribution, and the nominee. Each contribution will expire after one year. At the opening of each day, those nominees with largest total contributions will hold the rotating seats. Ties will be broken by the President. 11.5 Reuse of Plaudets. The plaudets that SVTC receives need not come directly from the person or organization to whom SVTC originally issued the plaudets, but they must have been originally authorized by the SVTC legislature. The plaudets received will be paid to the SVTC legislature, in the care of the SVTC Treasurer, and may be reused by SVTC and others without reauthorization. 13.1 Legislative Session Venues. The SVTC legislature will meet at locations and regularly timed intervals defined by the legislature. The Secretary will give ample notification to all SVTC members of the time and place of every legislative session, and the most important items on the agenda. All legislative session will be open to the public until the legislature, by majority vote of each legislative house, closes the session to all but members of the SVTC legislature and invited individuals. 13.3 Rules of Order. All SVTC legislative houses will convene together for each legislative session, under one rule of operation as determined by the SVTC legislature, and every motion will be voted on at the same time in all legislative houses. If a member of any legislative house is absent, the absent member may provide any eligible member of SVTC with a written note designating the member as proxy for the legislative session, but no person may exercise more than one vote. A quorum for each legislative house will consist of 2/3 of its members, including proxies. Every member or proxy in every legislative house may make motions and vote on motions; and the vote on every resolution will be made using the Condorcet method described in I.9.1. 13.5 Passing Resolutions. To take effect, each proposed resolution must be approved by a majority of the members of every house of the legislature in existence, and signed by the President; or approved by 2/3 the members of every house of the legislature in existence. Every resolution which has no expiration date, expires after ten years. Such expiration applies also to creation of additional executive offices. 13.7 Popular Repeal. Any resolution may be repealed by a petition signed by a majority of all living SVTC individual members on record, or a majority vote of SVTC members assembled in convention, or a majority vote on the issue in the election that may replace the annual convention. 17.1 Division of SVTC. Whenever enough SVTC members who wish to form an independent, fully functional organization at the same level as SVTC sign a petition to do so, they may pick a name for their organization, and divide from SVTC. The new organization will inherit then current SVTC constitution and legislative rules of order, until they adopt another. Any member organizations and any members of the Fundry may choose to secede with the new organization. The new organization and SVTC will divide between them, in proportion to the number of members, the net plaudets held by SVTC. Rounding will be made to the nearest single plaudet in favor of SVTC. Until different certificates are adopted by the new organization's legislature, SVTC plaudet certificates will be used by the new organization for auctioning seats in its Fundry. But, only SVTC will have authority to authorize the creation and printing of new SVTC plaudet certificates. 17.3 Dissolution of SVTC. SVTC will dissolve if no one will volunteer to take the office of President or perform the duties of that office, or if 3/4 of the individual members sign a petition to dissolve SVTC. At that time, all assets, property, and records held by SVTC will be auctioned off for plaudets. After all assets, property, and records have been auctioned off, the plaudet certificates held by SVTC will be disposed of as the SVTC legislature will determine at that time. SVTC will then cease to exist. 17.5 Merger of SVTC. SVTC may become a member of or merge into a higher level organization, provided that SVTC continues to exist within the higher level organization without changing its constitution or the authority thereof; and provided that the higher level organization accommodates the six sources of authority mentioned in I.3.5 at least as adequately as SVTC does; and provided that the merger is approved by the President, and 2/3 of the members of each house of the SVTC legislature. 17.7 Appointment of Senators from SVTC. If SVTC has the authority to choose a Senator, or its equivalent, to a higher level organization into which it has merged, at least one Senator from SVTC in the higher level organization will be appointed by the SVTC President, and serve until replaced by the SVTC President, removed from office (III.9.7), or end of term of office. All other Senators may be chosen and replaced as determined by the SVTC legislature. But, no Senator who represents SVTC will serve for more than 10 years total in that office. 17.9 Amendments to the SVTC Constitution as a Level 1 Organization. An amendment to the SVTC constitution may be proposed by a 2/3 vote of each house of the SVTC legislature, and passed by a petition signed by 3/4 of all living SVTC individual members on record. V. Transition to a Level 2 Organization. 1.1 Creation of the Senate and Fundry. Transition to a level 2 organization will begin when the first organization joins SVTC as a member. At that time the Senate will come into being, and annually auctioned seats will be added to the Fundry. 3.1 Admission of Member Organizations. When an organization petitions SVTC to become a member, SVTC may choose to admit the organization by resolution of the SVTC legislature. Until SVTC begins the transition to a level 3 organization, there will be no restrictions on the type of organization that SVTC may admit. However, each organization in the SVTC organizational structure may be a member of only one organization in that structure. 5.1 The Senate. The Senate will be the house of the SVTC legislature that provides an opportunity for direct participation in SVTC to the member organizations of SVTC. A member of the Senate will be called a "Senator". Whenever an organization joins SVTC, 2 seats will be added to the SVTC Senate, and they will be filled by the organization joining SVTC. Each organization's government will determine how it will choose Senators to SVTC. Whenever an organization leaves SVTC, its two Senate seats, and their Senators will be removed from the Senate. 7.1 Annually Auctioned Seats in the Fundry. Whenever an organization joins SVTC, two annually auctioned seats will be added to the Fundry. Annually auctioned seats will be auctioned off for plaudets, dollars, or any similar tokens recognized by the SVTC, at times evenly spaced in time throughout the year. Therefore, the first time a new annual Fundry seat is auctioned, its term may be less than 365 days. Whenever the number of seats in the Fundry is reduced, such as when an organization secedes from SVTC, those Delegates holding the eliminated seats may serve out their terms to completion. 7.3 Auction of Seats. The privilege to fill each seat in the Fundry will be auctioned off to that individual or organization who bids the most plaudets to fill the seat. The winner of the auction receives the privilege to name a SVTC individual member who does not hold any other office, to hold the seat for a one year term, starting on the day the seat is auctioned, and ending 365 days later. If the winner of the auction is an individual member of SVTC, then he may appoint himself to the seat. An appointment is permanent, and may not be revoked, except through removal from office as described in III.9.5. If a Delegate is removed from office, then the winner of the seat may appoint a replacement Delegate to complete the term. If no one bids on a seat at the time it comes up for auction, then the seat will remain vacant until someone bids to fill it for its remaining term. 9.1 Expansion of Parliament. Whenever an organization joins SVTC, 2 seats will be added to the SVTC Parliament, which will not be held by executive offices. But, new seats will not be filled until the next SVTC convention. 9.3 The Speaker, Chair, and Director. The expansion threshold for the number of seats in the SVTC Parliament will be twice the number of executive offices. If, when Parliament is elected, the total number of seats in Parliament exceeds the expansion threshold, then the office of President will no longer have a seat in Parliament, nor vote there, nor break tie votes in any house of the SVTC legislature. However, the office of President will retain all its executive powers. Thereafter, Parliament will elect a Representative to be Speaker, the Senate will elect a Senator to be Chair, and the Fundry will elect a Delegate to be Director. Each of these offices will preside over his legislative house, break ties there, and represent that house before other authorities. Whenever a new Parliament is elected, all three houses of the SVTC legislature will elect new presiding officers. These elections will be held using the Condorcet method of voting. Thence, the houses of the SVTC legislature will meet simultaneously, separately, but in mutual proximity; and each house of the legislature will make its own rules of operation and schedule. 9.5 Elimination of Executive Seats. For each additional two seats added to Parliament after the expansion threshold is exceeded, another elected executive office will lose its vote in Parliament and cease to be a seat there. Executive offices will be removed from Parliament in the order that the executive offices were activated. When no seats in Parliament are executive offices, the transition to a level 2 organization will be complete. From that time forward, no person will serve more than a total of 10 years in any elected office of SVTC. However, member organizations of SVTC will determine the term limits, if any, for their own officers. Whenever an executive office other than President is removed from Parliament, holders of that office will become answerable to and appointed by the President, subject to confirmation by the SVTC legislature. 9.7 Contraction of the SVTC Legislature. Whenever an organization leaves the SVTC, two seats will be removed from Parliament. But, the Representatives who hold those seats may complete their terms of office. The contraction threshold for the number of seats in the SVTC Parliament will be two less than thrice the number of executive offices. If, when Parliament is elected, the number of seats in Parliament should be less than the contraction threshold, then the last activated executive office of SVTC will become an elected seat in the SVTC Parliament, with a vote there. For each additional two seats lost, another executive office of SVTC will become an elected seat in the SVTC Parliament, with a vote there. Should the office of President of SVTC become a seat in the SVTC Parliament, then the transition back to a level 1 organization will be complete, and term limits on all offices of SVTC will come to an end. 9.9 Election of Parliament. Elections of members of Parliament who are not executive officers are held thus: Each member organization designates a sufficiently large open field as the location for a convention of voters, and a particular time when the tally will be taken by photograph. Those individual members who wish to vote gather at the designated location. Each political party or faction of a party that wishes to receive votes provides a long, clearly labeled rope loop. An individual casts a vote for a party or faction by standing within the rope for that party or faction. Every faction must reside entirely inside another faction or party. Any violators are neglected from the faction count. Seats in Parliament are awarded in proportion to the number of votes cast, rounded down to the nearest integer. For each party or faction, those seats which have not been awarded to one of its factions, are awarded to it as a whole. Seats still unfilled, due to rounding, are awarded to parties without seats, in order of the number of votes received, from most to least. Each party or faction fills its vacancies when its members prematurely depart office. VII. Level 2 Organization. 1.1 Election Venues. When a SVTC convention is held, each SVTC member organization may choose to hold satellite conventions for its own members, where they will be able to participate in all SVTC debates and votes to the same extent that they can at the general SVTC convention. 3.1 Amendments to the SVTC Constitution as a Level 2 or Greater Organization. An Amendment to the SVTC constitution may be proposed by a 2/3 vote of each house of the SVTC legislature, or by petition by 2/3 of the SVTC member organizations. A proposed amendment may be ratified by resolutions in favor of the amendment by the governments or conventions of 3/4 of the SVTC member organizations. Until ratified, any government or convention of a SVTC member organization may repeal or reapprove its vote on the amendment. Until ratified, an amendment proposal may be repealed by a 2/3 vote of each house of the SVTC legislature, or by petition by 2/3 of the SVTC member organizations. IX. Transitions Between Levels n and n+1, Where n is Greater than 1. 1.1 Level n SVTC Member Organizations. Any organization is at least a level 1 organization. A level n>1 organization is an organization that accommodates each of the six sources of authority listed in I.3.5 at least as well as the SVTC does for a level 2 organization, but not necessarily in the same way. In addition, a level n organization, where n>2, satisfies the description in IX.1.3. 1.3 Transition To a Level n+1 Organization. Transition by SVTC to a level n+1 organization will begin when SVTC has completed the transition up to a level n organization, and 3 of the SVTC member organizations have become level n or greater organizations, and the SVTC Parliament has at least 10 seats more than the contraction threshold. Once the transition begins, the only organizations which will join SVTC will be level n or greater organizations. Every time another level n organization joins SVTC, the SVTC member organization with smallest number of individual members will either cease to be a member organization of SVTC, or it will become a level n organization. Any SVTC member organization which is dropped from SVTC membership may become a member of any SVTC member organization which will accept it. When all SVTC member organizations are level n or greater organizations, the transition of the SVTC to a level n+1 organization will be complete. 1.5 Transition From a Level n+1 Organization. Transition by SVTC from a level n+1 organization will begin when SVTC has fewer seats in Parliament than the contraction threshold. In order from largest to smallest, those level n-1 or greater organizations which are in the power structure under SVTC may choose to become member organizations of SVTC until the number of seats in SVTC exceeds the contraction threshold. If less than 4 SVTC member organizations should be level n or greater, the transition of SVTC down to a level n organization will be complete. If not enough level n-1 organizations choose to become member organizations of SVTC, then as described in V.9.7, executive offices will become seats in Parliament, until the number of seats in Parliament again exceeds the contraction threshold. Should the office of President become a seat in the SVTC Parliament, then SVTC will be a level 1 organization, and again admit member organizations without restriction on size or accommodation of authority. 3.1 Two Year Terms. When SVTC is a level 3 or greater organization, SVTC will elect officers by elections instead of conventions. Elections will be held at 2 year intervals for Parliament and 4 year intervals for President. 1