Bylaws

of

CORRIDOR RUNNING INC.

Adopted as of the ____ day of August, 2015


BYLAWS

OF

Corridor running inc.

Article I

Offices

        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.

Article II

Members  

        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 Directors to elect members of the Board and to elect officers.  The Board of Directors shall fix the date, time and place for holding the annual meeting of the Members.

        

        Section 4.  Regular and Special Meetings. Regular and/or special meetings of the Members may be called by or at the request of the President, or by resolution of the Board of Directors.  The Secretary shall fix the date, time and place for holding any regular or special meeting of the Members.

        Section 5. Notice and Waiver.  Notice of the date, time, place and purpose of any annual, regular or special meeting of the Members shall be given by the Secretary, or the individuals calling the meeting, at least five (5), but no more than thirty (30), days prior to the date of the meeting.  Placement of the notice on the Corporation’s website or newsletter shall constitute written notice as provided in this section.  Special or emergency meetings of the Board or of the Corporation may be held upon 24 hours notice.  

        Section 6.  Quorum.  (a)  A majority of the members of the Board of Directors constitutes a quorum for the transaction of business at any board meeting.  However, if less than the majority of board members are present at that meeting, a majority of the directors present may adjourn or reschedule the meeting.  (b)  A quorum for the transaction of business at any regular or special meeting of the Corporation’s membership consists of 5 percent of the membership who reside within thirty (30) miles of Cedar Rapids.

        

Article III

Board of Directors  

        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 serve for the remainder of the term of the person who resigned, was removed or died.

Section 4. Election of Directors and Term.  Any member of the Corporation, who has been a member for at least thirty (30) days prior to the date of the annual meeting, shall be eligible to be elected as a board member.  The members of the Board of Directors shall be elected by the Membership at the annual meeting.  Nominations from the floor may be made at the annual meeting.  The election of directors shall be for three-year, staggered terms, such that three directors shall be elected each year.  However, at the initial election of directors following the adoption of these by-laws, twelve directors shall be elected, and the term of office of each director shall be determined by lot so that four directors hold office for one year, four directors for two years, and four directors for three years.  No member of the Board shall serve for more than two (2) consecutive full terms (i.e., 6 consecutive years) unless the Board member has been elected to serve as an officer and will hold such office after completion of his or her second consecutive term.  Elections may be conducted by written, secret ballot, unless there is only one candidate for each office.  

Section 5. Regular Meetings. The regular meetings of the Board of Directors shall be held on such date as the Board shall by resolution specify. The Board may provide by resolution the time and place, either within or outside of the State of Iowa, for the holding of additional regular meetings of the Board without other notice than the resolution.

        Section 6.  Special Meetings. Special meetings of the Board may be called by or at the request of the President or upon written request of five (5) Directors. The persons authorized to call special meetings of the Board  may fix any place for holding any special meeting of the Board of Directors called by them, or may provide that such meetings shall occur by teleconference or videoconference.

        

        Section 7  Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

        Section 8. Compensation. Directors shall not receive any stated salaries for their services, but by resolution of the Board of Directors, Directors may be reimbursed for their reasonable expenses, including the expenses of attending each regular or special meeting of the Board of Directors.

        Section 9.  Indemnification.  The Corporation shall, in accordance with the Articles, indemnify and hold harmless each Director now or hereafter serving the Corporation or any subsidiary thereof.

Article IV

Officers

        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 of the Corporation.

        Section 2.  President. The President shall in general supervise and control the business and affairs of the Corporation. The President shall preside at all meetings of the Members and of the Board. He or she shall appoint members of all standing or temporary committees.  Committees may include members of the Corporation.  The President shall perform those other duties that may be assigned by the Board of Directors.  

        Section 3.  Vice-President. In the absence of the President or in event of the President’s inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as may be assigned by the President or by the Board.

        Section 4. Treasurer.  The Treasurer shall receive the membership dues from the membership chairperson, have custody of all funds belonging to the Corporation, make disbursements and keep the necessary financial records.  The Treasurer shall perform such other duties as may be assigned by the President or by the Board.  

        Section 5.  Secretary. The Secretary shall keep the minutes of the meetings of the Members and the Board in books provided for that purpose; see that all notices are given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board.

        

        Section 6.  Indemnification.  The Corporation shall, in accordance with the Articles, indemnify and hold harmless each officer now or hereafter serving the Corporation or any subsidiary thereof.

Article V

Committees

        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 the Board which by its terms provides that shall not be amended, altered or repealed by the committee. The appointment of any such committee and the delegation of authority shall not operate to relieve the Board of any responsibility imposed upon it by law.

        Section 2. Other Committees. The Board may create such other committees (not having and exercising the authority of the Board in the management of the Corporation) as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present or by the management committee. Except as otherwise provided in the resolution, the President of the Corporation shall appoint the members of the committees. Any member may be removed by the person authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.

        Section 3. Term of Office.  Each member of a committee shall continue as a member until such member resigns or is removed by the President of the Board, or until whatever terms created by the Board for such committee expire.

        

        Section 4.  Chair. One member of each committee shall be appointed chair by the Board.

        Section 5.  Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

        Section 6.  Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

        Section 7.  Rules.  Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.

Article VI

Contracts, Checks, Deposits and Funds

        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 the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.

        Section 3. Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in the bank, trust companies or other depositories as the Board may select.

        Section 4.  Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

Article VII

running events

        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.  

Article VIII

organizations and Website

        

        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.  

Article IX

Books and Records

        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.

Article X

Fiscal Year

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

Article XI

Waiver of Notice

        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.

Article XII

Amendments to Bylaws

        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.

Adopted by the Corporation as of the _____ day of August, 2015.

__________________________________________

Clayton Shotwell, Secretary