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 5123 W. 98th St. #1132 Minneapolis, MN, 55437. The Corporation may have offices at such other places, within or without the State of Minnesota, as the Chief Executive Officer (CEO)/Executive Director (ED) or the Board of Directors may designate.
ARTICLE 3 – MEMBERSHIP
3.1) General. All currently-registered individuals and organizations so designated shall be Members of the Corporation. The Corporation shall have two (2) 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, and
b) Non-Event Members. All Members of the Corporation other than Event 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/ED 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/ ED or the Board of Directors. At its discretion, the CEO/ED or the Board of Directors may establish two or more sub-classifications of 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/ED 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 then-current membership period.
3.4) Resignation. Any Member of the Corporation may resign at any time by giving written notice to the CEO/ED or the Secretary of the Corporation. Such notice shall take effect, without acceptance, upon receipt of the notice by the CEO/ED 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 by action of the Board of Directors 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 calendar year, at such date, time, and place as the CEO/ED or the Board of Directors may designate, the Corporation shall hold its Annual Meeting, for the purpose of electing or removing Directors and transacting any other business that may come before it. The Membership of the Corporation shall not otherwise meet, unless the President, CEO/ED, or any group of Event and Non-Event Members comprising at least fifteen percent (15%) of the combined total number of Event and Non-Event Members calls a Special Meeting.
a) Notice.
1) Annual Meeting. Except as otherwise required by law, notice of the Annual Meeting shall be made by giving twenty-one (21) days oral or written notice thereof to all Members of the date, time, and place of the meeting.
2) Special Meeting. Except as otherwise required by law, notice of a Special Meeting shall be made by giving seven (7) days oral or written notice thereof to all Event and Non-Event 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.
3) Requirements of Meeting Notices. Written notice to Event and Non-Event Members may be given by mail, verified electronic mail, or 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. Oral notice shall be effective upon dispatch. Written notice by verified electronic mail shall be effective upon dispatch, provided delivery is appropriately verified; written notice by delivery shall be effective upon receipt; and written notice by mail shall be effective three (3) days after dispatch, unless the agent of delivery indicates that delivery was not effectively made.
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 Non-Event 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-quarter (25%) of the total number of the Event and Non-Event Members shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Event and Non-Event 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 Non-Event Members present may continue to transact business until adjournment, even though the withdrawal of a number of Event and Non-Event 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. Adequate arrangements will consist of electronic means of participation by which Members may simultaneously hear other Members and be heard by other Members attending the meeting.
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 from the Corporation for their services as Members of the Corporation, but may be reimbursed for reasonable expenses as determined by the CEO/ED 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 prescribed by law or by the provisions of the Articles of the Corporation or these Bylaws. If the Board of Directors has appointed a CEO/ED of the Corporation, the CEO/ED shall become a member of the Board of Directors and 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 a CEO/ED of the Corporation, the President shall have such authority and responsibility, until such time that the Board of Directors appoints a CEO/ED of the Corporation.
4.2) Number and Composition. The Corporation shall have thirteen (13) members of the Board of Directors and shall constitute the Corporation’s voting Directors. Directors shall be elected as follows:
a) Twelve (12) Directors shall be elected by vote of the Members, with no fewer than five (5) representing Event Members and no fewer than five (5) representing Non- Event Members;
b) One (1) Director shall be selected by USA Track & Field (USATF), and shall be limited to those individual concurrently holding the position within USATF of Chief Executive Officer (“ USATF CEO”) or someone employed by USATF appointed by the USATF CEO; and
c) The CEO/ED of the Corporation shall be a non-voting Board Director.
The Media Director, Member Services Director, and General Counsel of the Corporation, together with such additional staff members as the President may designate, may attend Board of Directors meetings without the right to vote in such meetings except if otherwise elected as a Director pursuant to these Bylaws.
4.3) Nomination and Election
a) 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. The election of those Directors elected pursuant to section 4.2.a of these Bylaws shall be conducted each calendar year pursuant to a schedule, nomination and voting process established by the Board of Directors to facilitate elections and the Board of Directors shall announce results of the elections as soon as is practicable thereafter. Candidates may be nominated by any Member, as provided in section 4.2.a 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 beginning of the election, and the Board of Directors shall communicate such procedure 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.
b) That Director 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 such time as Directors elected pursuant to section 4.2 a of the bylaws are elected, or as soon thereafter as is practicable. 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.
c) The appointed CEO/ED shall be a non-voting Board Director.
4.4) Qualifications of Directors. As a requirement of joining the Board of Directors, all Directors must be willing to attend all Board of Directors meetings, serve on a committee appointed by the Board of Directors and to participate in all fundamental policy-making decisions relating to the mission of the Corporation.
4.5) Term.
a) Each Director elected pursuant to section 4.2.a of these Bylaws shall serve for a three-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.
b) Each Director selected pursuant to section 4.2.b of these Bylaws shall serve for a term not to extend beyond his or her service as an officer, director or employee of USATF, nor shall such term exceed the term of that person’s appointment by the USATF CEO, 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. Directors shall not serve beyond the end of the elected or appointed term during which they will complete their sixth consecutive year as a Director and may next be appointed or elected to serve as a Director only after one year has passed since the date upon which such person ceased to serve as a Director.
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 Non-Event Member, that Director may be removed immediately, without any further action, upon the termination of that Director’s substantial position with that Event or Non-Event Member; provided, however, that such Director may remain if such Director substantially immediately comes to represent another Member upon termination of such Director’s termination by or from an Event or Non-Event Member.
4.8) Resignation. Any Director may resign at any time by giving written notice to the CEO/ED or the Secretary of the Corporation. Such notice shall take effect, without acceptance, upon receipt of the notice by the CEO/ED 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 created by the death, removal or resignation of a Director 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 who the Board of Directors elects to fill a vacancy shall serve as a Director for the remainder of the term of the Director whose vacancy the newly elected Director fills.
4.10) Meetings. The Board of Directors shall meet a minimum of one (1) time each calendar year. Meetings shall be held at any place, within or without the State of Minnesota, 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/ED, 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.
1) Annual Board Meeting. Notice of Annual Board meetings shall be made by giving fourteen (14) days oral or written notice thereof to all Directors of the date, time, and place of the meeting.
2) Special Board Meetings. Notice of a Special Meeting shall be made by giving seven (7) days oral or written notice thereof to all Directors of the date, time, and place of the meeting.
3) Requirements of Board Meeting Notices. 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, verified electronic mail, or delivery to the address maintained for each Director in the records of the Corporation. Oral notice shall be effective upon dispatch. Written notice by verified electronic mail shall be effective upon dispatch, provided delivery is appropriately verified; written notice by delivery shall be effective upon receipt; and written notice by mail shall be effective three (3) days after dispatch, unless the agent of delivery indicates that delivery was not effectively made. 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 their absence to the CEO/ED or the Secretary of the Corporation, together with an explanation of their absence. Determinations as to the reasonableness of any explanation for a Director’s noticed absence shall be made by the President in good faith (or by the CEO/ED, also in good faith, in the case of an absence by the President), upon application of any Director. The Board of Directors may remove a Director pursuant to the provisions of Section 4.7 above in the event that a Director fails to attend one or more Board meetings without providing a reasonable explanation for such absence. 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. Adequate arrangements will consist of electronic means of participation by which Directors may simultaneously hear other Directors and be heard by other Directors attending the meeting.
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 Directors 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/ED 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 CEO/ED, 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/ED 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) Chief Executive Officer/Executive Director. The Board of Directors shall appoint a Chief Executive Officer (CEO) of the Corporation or Executive Director (ED) 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/ED 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/ED 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.
5.3) 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. 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 their earlier death, resignation, removal, or disqualification. No Officer shall serve beyond the end of the elected or appointed term during which such Officer will complete their fourth consecutive year as an Officer and may next be appointed or elected to serve as an Officer only after one year has passed since the date upon which such person ceased to serve as an Officer. 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).
5.4) Resignation. Any Officer or Agent may resign by giving written notice to the CEO/ED or the Secretary of the Corporation. The resignation shall take effect immediately upon receipt of notice by the CEO/ED or the Secretary unless a later date is specified in the notice.
5.5) 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.
5.6) Authority and Responsibility. The general active management of the business and affairs of the Corporation shall be conducted by the CEO/ED and Staff, as determined by the Board of Directors. In the absence of a CEO/ED 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 a CEO/ED of the Corporation, the President shall be the Chief Executive Officer/Executive Director 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 oversee (a) accurate and compliant financial records for the Corporation; (b) ensure proper checks and balances for handling of 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) ensure proper checks and balances for handling the endorsements for deposit notes, checks, and drafts received by the Corporation as ordered by the CEO/ED or the Board of Directors,; (d) ensure proper disbursements of corporate funds and issuance of checks and drafts in the name of the Corporation, as directed by the CEO/ED or the Board of Directors; (e) render to the President, the CEO/ED, 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) per- form such other duties as may be prescribed by the CEO/ED 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/ED 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.
5.7) 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/ED and the Staff of the Corporation, as determined by the Board of Directors.
6.2) Other Staff Members. The CEO/ED shall appoint such other Staff Members as they deem 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/ED shall be set by the Board of Directors, and the terms and compensation of all other Staff Members shall be set by the CEO/ED, 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) 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/ED shall be the actions of the Corporation.
6.6) Delegation. Unless prohibited by law or by resolution of the Board of Directors, the CEO/ED 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 of such Committees, as it deems proper.
7.2) Membership. Committee membership shall be open to all Event and Non-Event 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 Event and Non-Event Members, representatives of Event or Non-Event Members, and Staff Members of the Corporation. Committee members shall be appointed by the President; committee members so appointed shall commence service immediately upon appointment, but their appointment shall be subject to the approval of the Board at the next following meeting of the Board. Each Committee shall be chaired by a Staff Member, or by an Event or Non-Event Member or representative of an Event or Non- Event Member, as designated by the President.
7.3) Authority. The authority of Committees to act on behalf of the Corporation shall be determined by the CEO/ED and the Board of Directors. In general, Committees shall make recommendations to the CEO/ED 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 Non-Event Members.
The undersigned, _(signed by Michael Nishi)_, 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, August 4, 2010, October 26, 2010, February 9, 2014, November 12, 2014, May 4, 2017 and October 4, 2023.
