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.