ByLaws

ARTICLE I - OFFICES

Section: 1

1.01 Principal Place of Business. The principal place of business of the organization shall be in Collin County, State of Texas, unless and until decided otherwise by the Board of Directors of Plano Pacers Running Club, Inc. (hereafter referred to as the "Corporation").

ARTICLE II - MEMBERS

Section: 2

2.01 Classes of Members. The Corporation shall have one class of membership. Membership in the Corporation will be voluntary and open to all persons upon payment of such annual dues, if any, as are imposed by the Board of Directors. Membership for persons under 18 years of age will require the written consent of a parent or guardian. 2.02 Annual Dues. The Board of Directors may determine from time to time the annual dues payable, if any, to the Corporation by the members. 2.03 Payment of Dues. Dues shall be payable for a twelve month period (the "Dues Period") on the first day of each Dues Period. The initial Dues Period shall begin on the date the initial dues are paid and end on the last day of the twelfth month following...

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ARTICLE III - DIRECTORS

Section: 3

3.01 Management. The Board of Directors, who may exercise such powers of the Corporation and do all such lawful acts, shall manage the affairs of the Corporation and things as are not proscribed by statue, the Articles of Incorporation of the Corporation, or these Bylaws, as directed or required to be exercised or done by the members of the Corporation. Directors must be members of the Corporation. 3.02 Number, Tenure and Qualifications. The number of Directors shall be at least three and no more than nine. Each Director shall hold office for a term of three years commencing with the start of the calendar year after the election. One third of the Directors shall be elected each year. In 2004 and 2005, there shall be a phasing in...

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ARTICLE IV - OFFICERS AND AGENTS

Section: 4

4.01Number and Qualification. (A) The Corporation shall have: (1) a President, Vice President, Secretary, and a Treasurer; and (2) Such other officers (including additional vice presidents) assistant officers, and agents as the Board of Directors deems necessary. (B) Any two (2) offices may not be held by the same person. (C) The officers must be members of the Corporation. 4.02Election. Officers named in Bylaws Article 4.01(A)(1) and (2), shall be elected by the members of the Corporation at the annual meeting prior to the expiration of an officer's term or whenever a vacancy exists as provided for in these Bylaws. 4.03 Term. Unless otherwise specified at the time of election, appointment (see 4.05 vacancies), or in an...

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ARTICLE V - COMMITTEES

Section: 5

5.01 Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors. The committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. However, no such committee shall have the authority of the Board of Directors 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 of Incorporation; adopting a plan of merger or adopting a plan of consolidation...

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ARTICLE VI - MISCELLANEOUS PROVISIONS

Section: 6

6.01 Gifts. The Board of Directors of the Corporation may accept on behalf of the Corporation any contribution, bequest or donation for the general purpose or for any special purpose of the Corporation. These gifts shall be transferred to the Treasurer for deposit into the account of the Corporation, or otherwise secured by the Treasurer for future use by the Corporation. Full disclosure of all gifts will be made to the membership in the Treasurer’s monthly and annual reports. 6.02 Reserves. The Board of Directors, at its discretion, may create a reserve fund out of general funds of the Corporation, to provide for contingencies or repair or maintain any property of the Corporation, or for such other purposes as the Board of...

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