BYLAWS OF CENTRAL OREGON RUNNING KLUB ARTICLE I - NAME The name of this corporation is CENTRAL OREGON RUNNING KLUB. ARTICLE II - OFFICES Section 1. Principal Office The principal office of the corporation in the state of Oregon shall be located in the city of Bend, county of Deschutes. The corporation may have such other offices, either within or without the state of Oregon, as the Board of Directors may designate or as the business of the corporation may from time to time require. The Board of Directors may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary and included in the corporate records. Section 2. Registered Office The registered office of the corporation required to be maintained in the state of Oregon may, but need not be, identical with the principal office in the state of Oregon and the registered office may be changed from time to time by the Board of Directors in which event the Articles of Incorporation must be changed in like fashion. Section 3. Registered Agent The Board of Directors shall designate a registered agent as required by Oregon law. ARTICLE III - PURPOSE This corporation is a public benefit, nonprofit corporation and is not organized for the private gain of any person. It is organized under the Oregon Nonprofit Corporation Act exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding sections of any future federal tax code. Subject to the limitations stated in the Articles of Incorporation, the purposes of the corporation shall engage only in lawful activities, none of which are for profit, and all for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding sections of any future federal tax code. Notwithstanding the above, the corporation's primary objective is to upgrade, generate, and maintain an interest in running in Central Oregon. In striving to accomplish this objective the corporation shall offer Central Oregon Runners a website with pertinent race schedules, group runs, local organized events, and recognition of local athletics. In addition the corporation shall offer social events, educational clinics, and other activities that are conducive to the encouragement and enjoyment of running. ARTICLE IV - NO MEMBERSHIP This corporation shall have no members. ARTICLE V - BOARD OF DIRECTORS Section 1. General Powers Subject to the provisions and limitations of the Oregon Nonprofit Corporation Act and any other applicable laws, the business and affairs of the corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a board, and they shall adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of this state. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to: (1) Appoint and remove, at the pleasure of the Directors, all officers, agents, and employees of the corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties. (2) Borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the purposes of the corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Section 2. Number, Tenure, and Qualifications The Board of Directors shall consist of not less than eight nor more than twelve individuals. Each Director shall hold office for one (1) year and until a successor shall have been elected and qualified. Vacancy shall be filled by the affirmative vote of a majority of the remaining Board of Directors. Such Director appointed to fill a vacancy shall fill that office for the balance of the term of the successor. Section 3. Regular Meeting A regular meeting of the Directors shall be held without other notice than this Bylaw at the time and place to be determined by the Board of Directors, beginning with the year 2005. The Directors may provide, by resolution, the time and place, either within or without the state of Oregon, for the holding of additional regular meetings without other notice than such resolution. Section 4. Special Meeting Special meetings of the Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Director may fix any place, either within or without the state of Oregon, for holding any special meeting of the Director called by them. Section 5. Notice Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each Director. Alternatively, such notice may be deposited in the United States Postal Service, addressed to each Director at that Director's business address, with postage thereon prepaid, at least seven days prior to the special meeting it notices. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of such meeting. Section 6. Quorum A majority of the Directors in office immediately before the meeting begins shall constitute a quorum for the transaction of any and all business at any meeting of the Directors, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Section 7. Manner of Acting The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. Where the law requires the affirmative vote of a majority of Directors in office to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, such action is to be taken by the majority as required by law. Section 8. Vacancies in Board of Directors Any vacancy occurring in the Board of Directors, caused by death, resignation or other act of the Director, including but not limited to creating new board positions, shall be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors and such second Director shall hold office for the balance of the annual term of the successor. Section 9. Removal of Directors Any of the Directors may be removed, with or without cause by action of the board at a meeting called expressly for that purpose. Section 10. Resignation A Director may resign at any time by giving written notice to the board, the President or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. Section 11. Compensation No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Section 12. Meeting by telecommunication Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications, as long as all Board members can hear each other. Section 13. Action by Consent Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Board members. Section 14. General Manager Appointment The Board of Directors shall have the power to appoint a General Manager, who shall hold office at the pleasure of the Board. The Board of Directors shall have the power to delegate to the General Manager such executive power and authority as they may deem necessary to facilitate the handling and management of the corporation's property and interest. Section 15. Order (a) Business at meetings of the Board of Directors shall be transacted in such order as the Board of Directors from time to time may determine by resolution. (b) At all meetings of the Board of Directors, the President, or in the President's absence, the Vice President of the corporation, shall preside. Section 16. Contracts Inasmuch as the Directors of this corporation may be connected with other corporations with which this corporation may have business dealings, no contracts or other transactions between this corporation and any other corporation shall be affected by the fact that the Directors of this corporation are interested in or are Directors or officers of such other corporation. Any Director individually may be a part to, or interested in, any contract or transaction with this corporation, provided (1) the "interest" of the Director is disclosed to the Board; (2) the interested Director may not vote in favor of the transaction, although that Director's presence may be counted toward a quorum, and (3) the Board approves the transaction at regular or special meeting. ARTICLE VI - COMMITTEES Section 1. Executive Committee and Other Committees The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of one or more Director(s). Each such committee shall serve at the pleasure of the board. Section 2. Composition of Committees Exercising Board Functions Any committee that exercises any function of the Board of Directors shall be composed by two or more board members, elected by the Board of Directors by an affirmative vote of the board members in office at that time. Section 3. Quorum and Action A quorum at a Committee meeting exercising Board functions shall be a majority of all Committee member in office immediately before the meeting begins. If a quorum is present, action is taken by an affirmative vote of a majority of Directors present. Section 4. Limitations on the Power of Committee No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or Officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles, Bylaws, or any resolution of the Board of Directors. ARTICLE VII - OFFICERS Section 1. Enumeration The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The same person may hold one or more offices of the corporation as determined by the Board of Directors. Section 2. Election and Term of Office The officers of the corporation to be elected by the Board of Directors shall be elected annually at the first meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until death, resignation or removal in the manner hereinafter provided. An officer may be re-elected without limitation on the number of terms he or she may serve. Section 3. Removal Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Vacancies A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. President The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. The President shall, when present, preside at all the meetings of the shareholders and of the Directors. The President may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation, and deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The President shall see that all orders and resolutions of the Board of Directors are carried into effect. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. Vice President In the absence of the President or in event of the President's death, inability or refusal to act, the Vice President 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. The Vice President shall perform such other duties as from time to time may be prescribed by the Board or in the Bylaws. Section 7. Secretary (a) The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, a book of minutes of all meetings and action of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office, a copy of the Articles of Incorporation and Bylaws, as amended to date. (b) The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the corporation, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed the Board or the Bylaws. Section 8. Treasurer (a) The Treasurer of the corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the corporation, and shall send or cause to be sent to the Directors, such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times. (b) The Treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board, shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President, when requested, an account of all transactions as Treasurer and of the financial condition of the corporation and shall have other powers to perform such other duties as may be prescribed by the Board or the Bylaws. (c) If required by the Board, the Treasurer shall give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the Treasurer upon death, resignation, retirement, or removal from office. Section 9. Salaries The salaries of the officers shall be fixed from time to time by the Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a Director. Section 10. Loans Loans maybe made by the corporation to its officers and/or Directors nor shall the corporation guarantee the obligation of an officer and/or Director of the corporation. ARTICLE VIII - FISCAL YEAR The fiscal year of the corporation shall be determined by the Board of Directors following consultation with the corporate accountant. ARTICLE IX - BOOKS AND RECORDS The corporation shall keep correct and complete books and records as required by Oregon law. ARTICLE X - WAIVER OF NOTICE Whenever any notice is required to be given to any Director of the corporation under the provisions of these Bylaws or under the provisions of the Oregon Corporation Code, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XI - AMENDMENT OF BYLAWS These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors if a quorum is present. Prior to the adoption of the amendment, each Board member shall be given at least two days notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment. ARTICLE XII - CORPORATE INDEMNITY This corporation will indemnify its officers and Directors to the fullest extent allowed by Oregon law. These Bylaws were adopted by the Board of Directors of the corporation effective July 30, 2004. WILLIAM JOHNSON, Secretary APPROVED: JOE LEVESQUE, Director ROGER DANIEL, Director SEAN MEISSNER, Director BOB LATHAM, Director ALAN TRACY, Director ANDY SCHOB, Director CHARLENE LEVESQUE, Director RICHARD ARNOLD, Director JEANETTE GROESZ, Director DOUG WILLIAMS, Director ?? ?? ?? ?? Page 1 - Bylaws C:\Documents and Settings\Tanya Bly\Desktop\ProWebStudiosFiles\centraloregonrunningklub\docs\Bylaws.doc