ByLaws

Section: 1

Corridor Running Inc., an Iowa nonprofit corporation (the “Corporation”), shall maintain in the State of Iowa a registered office and a registered agent whose office is identical with the registered office, as required by the Revised Iowa Nonprofit Corporation Act, Chapter 504 et. seq., of the State of Iowa, as amended from time to time (the “Act”). The registered office may be, but need not be, identical with the principal office in the State of Iowa, and the address of the registered office may be changed from time to time by the Board of Directors.

Section: 2

Section 1. Membership. The Corporation is open to any person interested in running or walking for recreation, physical fitness or as a competitive sport, upon payment of dues. The membership dues shall be in an amount to be determined on an annual basis by the Board of Directors, shall be a member (“Member”). Section 2. Voting. Those individuals who have paid the yearly dues and have been a Member in good standing for at least thirty (30) days shall be entitled to vote on any and all resolutions or actions that are presented to the membership for vote. Section 3. Annual Meetings. The Corporation shall hold an annual meeting of the Members each year at a date, time and place as shall be selected by the Board of...

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Section: 3

Section 1. General Powers. Subject to the rights of the Members described above, the affairs of the Corporation shall be managed by its Board of Directors (the “Board”). The actions of the Board may be reviewed and approved by the members of the Corporation at annual, regular, or special meetings. Section 2. Number. The Board shall consist of at least twelve (12) and no more than twenty-four (24) members. The Board, by resolution, may designate the number of members of the Board. All members of the Board must be a member of the Corporation. Section 3. Vacancies. The Board may, at any time a vacancy on the Board exists, elect a qualifying individual to fill any such vacancy and such elected member shall...

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Section: 4

Section 1. Election and Term of Office. The officers, who shall be members of the Board of the Corporation, shall be a President, one or more Vice-Presidents (the number to be determined by the Board of Directors), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article IV. The Members may elect or appoint the other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, to have the authority and perform the duties prescribed by the Board of Directors. The officers shall hold office for one year and may be re-elected. The election of officers shall occur at the first meeting of the Board after the annual meeting...

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Section: 5

Section 1. Committees of Directors. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, which committees, to the extent provided in the resolution, shall have and exercise the authority of the Board in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board in reference to: amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles or revoking proceedings therefor; adopting a plan for the distribution of the assets or the Corporation; or amending, altering or repealing any resolution of...

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Section: 6

Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by those officers or agents of the Corporation and in a manner as shall be determined by resolution of the Board. In the absence of this determination by the Board, the instruments shall be signed by...

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Section: 7

Section 1. General Regulations. The Board of Directors shall establish and maintain rules and guidelines for the Corporation’s sponsorship of, affiliation with or management of community running events. Section 2. Schedule. A schedule of running events shall be prepared and approved by the Board, and posted on the Corporation’s website. Section 3. Race Directors. All race directors shall be members of the Board of Directors, unless such provision is waived by a majority vote of the Board of Directors.

Section: 8

Section 1. Other Organizations. The Corporation may become a member of appropriate running organizations, or other community or civic associations or organizations related to the Club’s purposes, as determined by the Board of Directors. Section 2. Website. The Corporation shall maintain a website which includes updated information about the Corporation’s activities. The President shall appoint a Member as the webmaster.

Section: 9

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and (where requested by the President of the Board or where otherwise required by law) of committees having any of the authority of the Board.

Section: 10

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.

Section: 11

Whenever any notice is required to be given under the provisions of the Act or under the provisions of the Articles or the Bylaws of the Corporation, a waiver in writing signed by the persons entitled to the notice, whether before or after the time stated there, shall be deemed equivalent to the giving of notice.

Section: 12

These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the Members present at any regular meeting or at any special meeting, if at least five (5) days’ written notice is given of intention to alter, amend or repeal or to adopt new bylaws at the meeting.