Running USA

Page Title

 

BYLAWS OF RUNNING USA, INC.

 

 

ARTICLE 1 - NAME

 

1.1)      Name. The name of the Corporation shall be Running USA, Inc.

 

ARTICLE 2 - OFFICES

 

2.1)      Offices. The principal office of the Corporation shall be 1707 North El Paso St., Colorado Springs, CO 80907. The Corporation may have offices at such other places, within or without the State of Colorado, as the Chief Executive Officer (CEO) or the Board of Directors may designate.

 

ARTICLE 3 - MEMBERSHIP

 

3.1)      General. All currently-registered individuals and organizations shall be Members of the Corporation. The Corporation shall have three (3) classifications of Members:

 

a)    Event Members. All Members of the Corporation that, as their primary activity, present running events. For purposes of membership, any Member presenting more than one race shall be considered one Event, and no Event may be represented by more than one Member;

 

b)    Individual Members. All Members of the Corporation who are natural persons; and

 

c)    Corporate Members. All Members of the Corporation other than Event Members and Individual Members.

 

3.2)      Registration, Dues, and Other Requirements. Membership in the Corporation shall be conditioned on such registration, dues, and other requirements as may be designated by the CEO or the Board of Directors.

 

3.3)      Rights and Obligations of Members. Members of the Corporation shall have those rights and obligations set forth in these Bylaws, and such additional rights and obligations as may be prescribed by law or designated by the CEO or the Board of Directors. At its discretion, the CEO or the Board of Directors may establish two or more sub-classifications of Event Members, with one or more sub-classifications having all those rights and obligations set forth in these Bylaws, and one or more sub-classifications having such limited rights and obligations as may be designated by the CEO or the Board. The delineation of such sub-classifications must have a rational basis, and no such delineation shall operate to diminish the rights and obligations of any currently-registered Event Member during the current membership period.

 

3.4)      Resignation. Any Member of the Corporation may resign at any time by giving written notice to the CEO or the Secretary of the Corporation. Such notice shall take effect, without acceptance, upon receipt of the notice by the CEO or the Secretary, unless a later date is specified in the notice.

 

3.5)      Removal. With the exception of termination for failure to pay dues, Members may be removed only pursuant to a process that is fair and reasonable, and that requires at least fifteen (15) days written notice of the removal and the reasons therefor, together with an opportunity for the Member to be heard at least five (5) days before the effective date of the removal.

 

3.6)      Transferability. No member may voluntarily or involuntarily transfer or assign his, her, or its membership or any right arising therefrom, to any other individual or organization.

 

3.7)      Meetings. Each year, at such date, time, and place as the CEO or the Board of Directors may designate, the Corporation shall hold its Annual Meeting, for the purpose of electing or removing Directors, adopting, repealing, or amending Bylaws, and transacting any other business that may come before it. The Membership of the Corporation shall not otherwise meet, unless the President, CEO, or any group of Event and Corporate Members comprising at least twenty-five percent (25%) of the Event and Corporate Members calls a Special Meeting.

 

a)    Notice. Except as otherwise required by law, notice of the Annual Meeting shall be made by giving twenty-one (21) days oral notice or twenty-eight (28) days written notice thereof to all Members of the date, time, and place of the meeting, and notice of a Special Meeting shall be made by giving seven (7) days oral notice or fourteen (14) days written notice thereof to all Event and Corporate Members of the date, time, and place of the meeting. The notice need not state the purpose of the meeting, unless otherwise required by law or these Bylaws. If the purpose of the meeting is to remove any Director, the notice must state such purpose. Oral notice may be given by telephone or in person. Written notice to Event and Corporate Members may be given by mail, facsimile transmission, verified electronic mail, or delivery to the address maintained for each such Member in the records of the Corporation. Written notice to Individual Members may be given by mail, facsimile transmission, verified electronic mail, delivery to the address maintained for each such Member in the records of the Corporation, or by publication on the Corporation's web site or in any publication distributed to all Members.

 

b)    Place of Meeting. Meetings shall be held at the registered office of the Corporation, or at such other place as may be designated by the Board of Directors, except as otherwise required by law.

 

c)    Attendance, Quorum, and Voting. All Members of the Corporation shall be eligible to attend the Annual Meeting and any other Membership Meeting. All Event and Corporate Members shall, in addition, be eligible to make nominations, make and second motions, participate in discussion and debate, and vote on all motions, elections, and other matters presented, as provided in these Bylaws or prescribed by law. Not less than one-half of the Event and Corporate Members shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Event and Corporate Members present may adjourn the meeting from time to time until a quorum is present. At a reconvened meeting, once a quorum is present, all business may be transacted that might have been transacted at the meeting that was adjourned. If a quorum is present when a duly-called or held meeting is convened, the Event and Corporate Members present may continue to transact business until adjournment, even though the withdrawal of a number of Event and Corporate Members originally present leaves less than the number otherwise required for a quorum. The affirmative vote of a majority of the appropriate voting Members, present in person, at a duly-held meeting shall constitute the act of those Members, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.

 

d)    Waiver of Notice. Any Member may waive notice of any meeting before, at, or after the meeting, in writing, orally, or by attendance. Attendance at a meeting by a Member shall constitute a waiver of notice of that meeting, unless (1) the Member objects at the beginning of the meeting to the transaction of business, on the ground that the meeting is not lawfully called or convened, and that Member does not participate in the meeting thereafter, or (2) the Member objects before a vote on an item of business because the item may not be lawfully considered at the meeting, and that Member does not participate in the consideration of the item at the meeting. All waivers shall be filed with the records of the Corporation.

 

e)    Action by Ballot. Members may vote at a meeting by voice or by ballot. Members may not vote unless present at the meeting. There shall be no voting by proxy.

 

f)     Electronic Conference Meetings. A conference among Members, by means of remote communication, shall constitute a meeting of the Members, if the same notice is given of the conference as would be required for a meeting, if adequate arrangements have been made to ensure the participation of all Members wishing to participate, and if the number of Members participating in the conference would be sufficient to constitute a quorum at the meeting. The cost of such a conference may be borne by the Corporation. In any duly-called meeting of the Membership, one or more Members may participate by remote communication even though other Members are actually present.

 

3.8)      Action Without Meeting. An action required or permitted to be taken at a Membership Meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the Members entitled to vote on that action. Any such written action shall be filed with the Minutes of the Corporation.

 

3.9)      Compensation. Members shall receive no compensation for their services as Members of the Corporation, but may be reimbursed for reasonable expenses as determined by the CEO or the Board of Directors. Nothing herein shall be construed to preclude any Member from serving the Corporation in any other capacity and receiving appropriate and reasonable compensation for such services; provided, that such service and compensation is secured, provided, approved, and paid in accordance with the provisions of these Bylaws.

 

ARTICLE 4 - DIRECTORS

 

4.1)      General Powers. The business and affairs of the Corporation shall be conducted by or under the direction of the Board of Directors, which shall have the power and authority to engage in all acts not proscribed by law or by the provisions of the Articles of the Corporation or these Bylaws. If the Board of Directors has appointed an CEO of the Corporation, the CEO shall have the primary authority and responsibility for the conduct of the business and affairs of the Corporation. If the Board of Directors has not appointed an CEO of the Corporation, the President shall have such authority and responsibility, until such time that the Board of Directors appoints an CEO of the Corporation.

 

4.2)      Number and Composition. The Corporation shall have seventeen (17) voting Directors. Voting Directors shall be elected as follows:

 

a)    Fifteen (15) Directors shall be elected by vote of the Members, with no fewer than six (6) representing Event Members and no fewer than six (6) representing Corporate Members; and

 

b)   Two (2) Directors shall be selected by USA Track & Field (USATF), and shall be limited to those individuals concurrently holding the positions within USATF of Chief Executive Officer, Chief Operating Officer, President, Long Distance Running Division Chair, Men's Long Distance Running Committee Chair, Women's Long Distance Running Committee Chair, and Masters Long Distance Running Committee Chair.

                                                                                        

The CEO, Media Director, Member Services Director, and General Counsel of the Corporation, together with such additional Staff Members as the President may designate, shall be non-voting Members of the Board of Directors, and shall not be considered Directors for purposes of these Bylaws.

 

4.3)      Nomination and Election. Those Directors elected pursuant to section 4.2.a of these Bylaws shall be nominated and elected in accordance with the provisions of these Bylaws. Those Directors selected pursuant to section 4.2.b of these Bylaws shall be selected in accordance with the Bylaws of USATF, and shall be designated by USATF at every Annual Meeting held in an even-numbered year, or as soon thereafter as is practicable. At each Meeting of the Board, USATF may designate one (1) individual, limited to those individuals set forth in section 4.2.b of these Bylaws, as a substitute Director for purposes of that Meeting. The election of those Directors elected pursuant to section 4.2.a of these Bylaws shall be conducted prior to or at the Annual Meeting of the Corporation, and the results of the elections shall be announced at the Annual Meeting. Candidates may be nominated by any Member, as provided in section 4.2 of these Bylaws. The procedure for the nomination and election of those Directors elected pursuant to section 4.2.a of these Bylaws shall be established by the Board of Directors at least ninety (90) days prior to the Annual Meeting, and shall be communicated to the Members of the Corporation as soon thereafter as is practicable. At its discretion, the Board of Directors may establish a nominating committee for the purpose of presenting a proposed slate of candidates.

 

4.4)      Qualifications of Directors. All Directors shall be willing to attend all Board meetings and to participate in all fundamental policy-making decisions relating to the mission of the Corporation.

 

4.5)      Term. Each Director elected pursuant to section 4.2.a of these Bylaws shall serve for a two-year term, and until his or her successor has been duly elected and commenced serving, or until his or her earlier death, resignation, removal, or disqualification. Each Director selected pursuant to section 4.2.b of these Bylaws shall serve for a term of two years, not to extend beyond his or her term as Long Distance Running Division Chair, Men's Long Distance Running Committee Chair, Women's Long Distance Running Committee Chair, Masters Long Distance Running Committee Chair, President, Chief Operating Officer, or Chief Executive Officer of USATF, as the case may be, and until his or her successor has been duly elected and commenced serving, or until his or her earlier death, resignation, removal, or disqualification.

 

4.6)      Term Limits. Each Director elected pursuant to section 4.2.a of these Bylaws shall serve for a maximum of two consecutive terms, after which he or she shall then be ineligible for further service until at least one additional year has passed. This provision shall be effective upon the commencement of those terms beginning after the adoption date of this provision.

 

4.7)      Removal. Any Director elected pursuant to section 4.2.a of these Bylaws may be removed at any time, with or without cause, by a two-thirds majority of the remaining Directors of the Corporation. Removal shall be effective upon dispatch of a written notice to the Director who is removed, by United States mail or by professional third-party courier service. In addition, if any Director is elected as a representative of an Event or Corporate Member, that Director shall be removed immediately, without any further action, upon the termination of any substantial position with that Event or Corporate Member.

 

4.8)      Resignation. Any Director may resign at any time by giving written notice to the CEO or the Secretary of the Corporation. Such notice shall take effect, without acceptance, upon receipt of the notice by the CEO or the Secretary, unless a later date is specified in the notice, or the Board of Directors designates a different date.

 

4.9)      Vacancies. Vacancies in the Board of Directors shall be filled as follows:

 

a)    For Directors elected pursuant to section 4.2.a of these Bylaws, by the remaining Directors, or, if the Board has not done so before the next following Annual or Special Meeting held pursuant to Article 3 of these Bylaws, by the Members prior to or at that meeting, in accordance with those procedures established by the Board of Directors for the nomination and election of those Directors; and

 

b)    For Directors selected pursuant to section 4.2.b of these Bylaws, in accordance with the Bylaws of USATF.

 

A person elected to fill a vacancy shall serve as a Director for the remainder of the term of the Director whose vacancy has been filled.

 

4.10)     Meetings. The Board of Directors shall meet a minimum of one (1) time each year. Meetings shall be held at any place, within or without of the State of Colorado, that the President or the Board may designate. Absent such designation, Board meetings shall be held at the registered office of the Corporation. The President, CEO, or any group of Directors comprising at least twenty-five percent (25%) of the then-serving Directors may call a Special Board Meeting.

 

a)    Notice. Notice of Board meetings shall be made by giving fourteen (14) days oral notice or twenty-one (21) days written notice to all Directors of the date, time, and place of the meeting. The notice need not state the purpose of the meeting, unless otherwise required by law or these Bylaws. If the purpose of the meeting is to remove any Director or Officer, the notice must state such purpose. If the purpose of the meeting is to set the compensation of a Director for services performed in a capacity other than as Director, or to set the compensation for services performed by a member of a Director's immediate family, or performed by a company owned or controlled by a Director or a member of a Director's immediate family, or employing a Director or a member of a Director's immediate family, the notice must state such purpose and disclose the relationship or affiliation requiring such statement. Oral notice may be given by telephone or in person. Written notice may be given by mail, facsimile transmission, verified electronic mail, or delivery to the address maintained for each Director in the records of the Corporation. If a meeting schedule is adopted by the Board and notice of the meeting schedule is given to each Director in accordance with the requirements of this section, no further notice is required. However, the Secretary of the Corporation shall endeavor to send customary meeting notices when circumstances reasonably permit.

 

b)    Quorum and Voting. Not less than one-half of the Directors currently holding office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly-called or held meeting is convened, the Directors present may continue to transact business until adjournment, even though the withdrawal of a number of Directors originally present leaves less than the number otherwise required for a quorum. A two-thirds majority vote by the Directors present at a duly-held meeting shall be required for the determination of compensation to Directors for services performed in a capacity other than as a Director, or for the determination of compensation for services performed by a member of a Director's immediate family, or by a company owned or controlled by a Director or a member of a Director's immediate family, or that employs a Director or a member of a Director's immediate family. An affected Director shall not participate in a vote on any such matter, and any such Director shall recuse himself or herself from the meeting when requested to do so. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, the acts of a majority of the Directors present at a duly-held meeting shall be the acts of the Board of Directors.

 

c)    Attendance. Except in cases of excused absence, all Directors shall attend every meeting of the Board of Directors. A Director's failure to attend a meeting of the Board of Directors shall be considered an excused absence only if the Director gives advance notice, written or oral, of his or her absence to the CEO or the Secretary of the Corporation, together with an explanation of his or her absence. Determinations as to the reasonableness of any explanation for a Director's noticed absence shall be made by the President, upon application of any Director. Absent a Board directive to the contrary, all Staff Members of the Corporation shall be entitled to attend and participate in all Board meetings. Meetings of the Board of Directors shall be open to all Members and to the public; provided, however, that the Board may exclude Members or the public from all or any portion of any Board meeting in which employment, legal, or other confidential matters are to be discussed, and may exclude Staff Members from any portion of any Board Meeting in which employment matters are to be discussed.

 

d)    Waiver of Notice. Any Director may waive notice of any meeting before, at, or after the meeting, in writing, orally, or by attendance. Attendance at a meeting by a Director shall constitute a waiver of notice of that meeting, unless (1) the Director objects at the beginning of the meeting to the transaction of business, on the ground that the meeting is not lawfully called or convened, and that Director does not participate in the meeting thereafter, or (2) the Director objects before a vote on an item of business because the item may not be lawfully considered at the meeting, and that Director does not participate in the consideration of the item at the meeting. All waivers shall be filed with the records of the Corporation.

 

e)    Electronic Conference Meetings. A conference among Directors, by means of remote communication, shall constitute a meeting of the Directors, if the same notice is given of the conference as would be required for a meeting, if adequate arrangements have been made to ensure the participation of all Directors wishing to participate, and if the number of Directors participating in the conference would be sufficient to constitute a quorum at the meeting. The cost of such a conference may be borne by the Corporation. In any duly-called meeting of the Board of Directors, one or more Directors may participate by remote communication even though other Directors are actually present.

 

4.11)       Action Without Meeting. An action required or permitted to be taken at a Board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the Members entitled to vote on that action. Any such written action shall be filed with the Minutes of the Corporation.

 

4.12)       Compensation. Directors shall receive no compensation for their services as Directors, but may be reimbursed for reasonable expenses, as determined from time to time by the CEO or the Board of Directors. Nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving appropriate and reasonable compensation for such services; provided, that such service and compensation is secured, provided, approved, and paid in accordance with the provisions of these Bylaws.

 

ARTICLE 5 - OFFICERS

 

5.1)      General. The Corporation shall have a President, Vice President, Treasurer, Secretary, and such other Officers or Agents as it deems necessary or appropriate. Any of the offices or functions of those offices may be held by the same person. Officers shall receive no compensation for their services as Officers, but may be reimbursed for reasonable expenses, as determined from time to time by the CEO or the Board of Directors. Nothing herein shall be construed to preclude any Officer from serving the Corporation in any other capacity and receiving appropriate and reasonable compensation for such services; provided, that such service and compensation is secured, provided, approved, and paid in accordance with the provisions of these Bylaws.

 

5.2)      Election, Term, and Removal. The Board of Directors shall elect the President, Vice President, Treasurer, Secretary, and such other Officers or Agents as it deems necessary or appropriate. The President and Vice President shall be members of the Board of Directors at the time of their election, and their terms shall be subject to re-election, if necessary, to the Board of Directors. The Treasurer and Secretary may but need not be members of the Board of Directors, and may be Staff Members of the Corporation. Each Officer or Agent shall serve for a two-year term, or until his or her earlier death, resignation, removal, or disqualification. Any Officer may be removed at any time, with or without cause, by the affirmative vote of a two-thirds majority of the Directors present at any duly-held meeting of the Board (without prejudice, however, to any contract rights of such Officer).

 

5.3)      Resignation. Any Officer or Agent may resign by giving written notice to the CEO or the Secretary of the Corporation. The resignation shall take effect thirty (30) days after receipt of the notice by the CEO or the Secretary, unless a later date is specified in the notice, or the Board of Directors designates a different date.

 

5.4)      Vacancies. If the office of an Officer or Agent becomes vacant, such vacancy shall be filled by the Board of Directors. A person so appointed to fill a vacancy shall serve as an Officer or Agent for the remainder of the term of the Officer or Agent whose vacancy has been filled.

 

5.5)      Authority and Responsibility. The general active management of the business and affairs of the Corporation shall be conducted by the CEO and Staff, as determined by the Board of Directors. In the absence of an CEO and Staff, those functions shall be conducted by the appropriate Officer, Officers, or other Agents of the Corporation. Specific responsibilities and authority of Officers or Agents are:

 

a)      President. The President shall (a) preside at all meetings of the Board of Directors; (b) see that all orders and resolutions of the Board of Directors are carried into effect; (c) certify proceedings of the Board; and (d) perform such other duties as may be prescribed by the Board of Directors. If the Board has not appointed an CEO of the Corporation, the President shall be the Chief Executive Officer of the Corporation, and shall have authority and responsibility for the general active management of the business and affairs of the Corporation.

 

b)      Vice President. The Vice President shall have such powers and shall perform such duties as may be specified in these Bylaws or prescribed by the Board of Directors. In the event of the absence, disability, resignation, or removal of the President, the Vice President shall succeed to the authority and responsibilities of the President, pending the prompt return of the President or the election of a successor President.

 

c)      Treasurer. The Treasurer shall (a) keep accurate financial records for the Corporation; (b) deposit monies, drafts, and checks in the name of and to the credit of the Corporation in such banks and depositories as the Board of Directors shall designate from time to time; (c) endorse for deposit notes, checks, and drafts received by the Corporation as ordered by the CEO or the Board of Directors, making proper vouchers therefor; (d) disburse corporate funds and issue checks and drafts in the name of the Corporation, as directed by the CEO or the Board of Directors; (e) render to the President, the CEO, and the Board of Directors, whenever requested, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation; (f) coordinate and oversee compliance with all audit and related functions; (g) assist in the preparation of the Corporation's annual budget; (h) coordinate and oversee the preparation and filing of all federal, state, and local tax forms, along with all other governmental or institutional financial forms and disclosures; and (i) perform such other duties as may be prescribed by the CEO or the Board of Directors.

 

d)      Secretary. The Secretary shall (a) be secretary of and attend all meetings of the Board of Directors and the Membership; (b) maintain the records of the Corporation; (c) record the proceedings of all meetings of the Board of Directors and the Membership in the records of the Corporation, and, whenever necessary, certify such proceedings; (d) give proper notice of meetings to Directors and Members of the Corporation; and (e) perform such other duties as may be prescribed by the CEO or the Board of Directors.

 

e)      Other Officers and Agents. Any other Officers or Agents elected by the Board of Directors shall perform such duties and be responsible for such functions as the Board of Directors shall prescribe.

 

5.6)         Delegation. Unless prohibited by law or by resolution of the Board of Directors, an Officer or Agent may delegate in writing some or all of the authority and responsibilities of his or her office or agency to other persons.

 

ARTICLE 6 - STAFF

 

6.1)      General. The general active management of the business and affairs of the Corporation shall be conducted by the CEO and the Staff of the Corporation, as determined by the Board of Directors.

 

6.2)      Chief Executive Officer. The Board of Directors shall appoint an Chief Executive Officer (CEO) of the Corporation, who shall have authority and responsibility for the general active management of the business and affairs of the Corporation. In execution of that authority and responsibility, the CEO shall (a) see that all orders and resolutions of the Board of Directors are carried into effect; (b) sign and deliver in the name of the Corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by the law to be exercised by another person or is expressly delegated by the Articles of Incorporation, these Bylaws, or the Board to some other Officer or Agent of the Corporation; (c) deposit monies, drafts, and checks in the name of and to the credit of the Corporation in such banks and depositories as the Board of Directors shall designate from time to time; (d) endorse for deposit notes, checks, and drafts received by the Corporation, as ordered by the Board of Directors, making proper vouchers therefor; (e) disburse corporate funds and issue checks and drafts in the name of the Corporation, as directed by the Board of Directors; and (f) perform such other duties as may be prescribed by the Board of Directors. The CEO shall report to the Board of Directors as to the activities of the Corporation not less than quarterly, and upon the request of the President or the Board of Directors.

 

6.3)      Other Staff Members. The CEO shall appoint such other Staff Members as he or she deems necessary or appropriate to the business and affairs of the Corporation, and shall exercise primary direction and supervision of such additional Staff Members, subject to the review and direction of the Board of Directors.

 

6.4)      Terms and Compensation. The terms and compensation of the CEO shall be set by the Board of Directors, and the terms and compensation of all other Staff Members shall be set by the CEO, subject to the review of the Board of Directors, all subject to any contract rights of such Staff Member or Members. All compensation, reimbursement of expenses, and other payments to or on behalf of any Staff Member shall be drawn from the general funds of the Corporation.

 

6.5)      Resignation. Any Staff Member may resign by giving written notice to the CEO or the Secretary of the Corporation. The resignation shall take effect thirty (30) days after receipt of the notice by the CEO or the Secretary, unless a later date is specified in the notice, or the CEO or the Board of Directors designates a different date.

 

6.6)      Removal. Any Staff Member may removed at any time, with or without cause, by the CEO or by the affirmative vote of a two-thirds majority of the Directors present at any duly-held meeting of the Board (without prejudice, however, to any contract rights of such Staff Member).

 

6.7)      Authority. With the exception of those actions reserved to the Board of Directors, and subject to such restrictions and limitations as may be prescribed by the Board, all actions of the CEO shall be the actions of the Corporation.

 

6.8)      Delegation. Unless prohibited by law or by resolution of the Board of Directors, the CEO may delegate in writing some or all of the authority and responsibilities of his or her office to other persons.

 

ARTICLE 7 - COMMITTEES

 

7.1)      Committees. The Board of Directors shall appoint such Committees as it deems necessary or appropriate, and shall prescribe the functions and membership of such Committees, as it deems proper.

 

7.2)      Membership. Committee membership shall be open to all Individual Members, and to an unlimited number of representatives of all Event and Corporate Members, of the Corporation, together with Staff Members and outside experts and consultants; provided, that at least seventy-five percent (75%) of the membership of every Committee shall be comprised of Individual Members, representatives of Event or Corporate Members, and Staff Members of the Corporation. Each Committee shall be chaired by a Staff Member, or by an Individual Member or representative of an Event or Corporate Member, as designated by the CEO.

 

7.3)      Authority. The authority of Committees to act on behalf of the Corporation shall be determined by the CEO and the Board of Directors. In general, Committees shall make recommendations to the CEO and the Board of Directors, who shall act on those recommendations on behalf of the Corporation.

 

ARTICLE 8 - FISCAL YEAR

 

8.1)      Fiscal Year. The fiscal year of the Corporation shall be established by the Board of Directors.

 

ARTICLE 9 - INDEMNIFICATION; CONFLICTS OF INTEREST;

STANDARD OF CONDUCT

 

9.1)         Indemnification. The Corporation shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent, as permitted by Minnesota Statutes, Section 317A.521, as now enacted or hereafter amended.

 

9.2)         Conflicts of Interest. The Corporation shall not enter into contracts or transactions between the Corporation or a related corporation and a Director of the Corporation or between the Corporation and an organization in which a Director of the Corporation is a director, officer, or legal representative, or has a material financial interest, except in accordance with the provisions of Minnesota Statutes, Section 317A.255, as now enacted or hereafter amended.

 

9.3)         Standard of Conduct. Each Director, Officer, Staff Member, Committee Member, and Member shall endeavor to discharge his or her duties as a Director, Officer, Staff Member, Committee Member, or Member in good faith, in a manner in which the Director, Officer, Staff Member, Committee Member, or Member reasonably believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

 

ARTICLE 10 - INSURANCE; AUTHORITY TO BORROW,

ENCUMBER PROPERTY; DEPOSIT OF FUNDS

 

10.1)       Insurance. The Corporation may purchase and maintain insurance, including the type commonly known as "Directors and Officers Liability Insurance," on behalf of any person or organization that is a Director, Officer, Staff Member, Committee Member, Member, or Volunteer against any liability asserted against or incurred by such person or organization in or arising from such capacity, whether or not the Corporation would otherwise be required to indemnify the person or organization against the liability.

 

10.2)       Authority to Borrow, Encumber Property. No Director, Officer, Member, Staff Member, Committee Member, Member, or Volunteer of the Corporation shall have the power or authority to borrow money on its behalf, to pledge its credit, or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolution of the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes, and may be general or limited to specific instances.

 

10.3)       Deposit of Funds. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner authorized by the Board of Directors.

 

ARTICLE 11 - AMENDMENTS

 

11.1)       Amendments by the Board. The Board of Directors shall have the authority to amend or repeal Bylaws or adopt new Bylaws by the affirmative vote of a majority of the Directors voting at any duly-held meeting thereof; provided, that all Directors shall be notified of such proposed actions at least four (4) days before such actions take place. Amendments adopted by the Board shall become effective thirty (30) days after notice of their adoption has been given to all Event and Corporate Members.

 

11.2)       Amendments by the Membership. The Event and Corporate Members shall have the authority to amend or repeal Bylaws or adopt new Bylaws by the affirmative vote of a majority of the Event and Corporate Members voting at any duly-held meeting thereof; provided, that all Event and Corporate Members shall be notified of the proposed actions at least four (4) days before such actions take place.

 

The undersigned, Larry Herman, Secretary of Running USA, Inc., hereby certifies that the foregoing Bylaws were adopted as the complete Bylaws of the corporation by the Board of Directors of the Corporation on March 4, 2000, and amended on June 1, 2000, May 25, 2002, February 3, 2005, May 28, 2008, January 31, 2010, and August 4, 2010.

 

 

                                                           

Michael Schmitz, Secretary

 

ATTEST:

 

 

                                                           

Virginia Brophy Achman, President

 

Valued Partners :