Charleston Running Club, Inc.

Constitution and Bylaws

ARTICLE 1 - NAME

The name of this organization shall be Charleston Running Club, Inc., referred to
in this document as the "Club". The Club is a not-for-profit corporation organized
under the laws of the State of South Carolina. All dues, entry fees, and other
monies received by the Club shall be used to carry out the stated purposes of the
Club.

ARTICLE II – PURPOSES

The Club is organized for such charitable and educational purposes as may qualify
it for exemption from federal income tax under Section 501(c)(3) of the Internal
Revenue Code of 1954, as amended (or the corresponding provision of any future
United States internal revenue law). More specifically, such purposes include and
shall be limited to:

(a) promotion and encouragement of running and running activities for

sport, recreation and health;

(b) education and training of individuals and the community as to the

health, fitness and recreational benefits of running;

(c) promotion of fellowship and competition among the running

community;

(d) organization of individuals interested in running.

(e) To promote and encourage long distance running as a competitive

sport and as a means of healthful exercise;

(f) To promote and conduct races or other running activities;

(g) To disseminate information on running through publications and

presentations, and through education programs;

(h) To participate in or institute research projects;

(i) To make awards;

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(j) To encourage competitive running and enhanced physical fitness for

all individuals;

(k) To improve national fitness and national and international amateur

sports competition in long distance running;

(l) To offer management guidance to area race directors.

ARTICLE III - PROHIBITED ACTIVITIES

SECTION 1. NO COMPENSATION OR REIMBURSEMENT EXCEPT

FOR STATED PURPOSES. No part of the net earnings of the Club shall inure
to the benefit of its members, directors, officers, or other private persons, and no
officer, director, or any Club member shall be compensated from Club monies,
except that the Club shall be authorized and empowered to pay reasonable
compensation for services rendered, to reimburse authorized expenses, and to
make payments and distributions in furtherance of the purposes set forth in Article
II hereof.

SECTION 2. NO PARTICIPATION OR INVOLVEMENT IN POLITICAL

CAMPAIGNS. No substantial part of the activities of the Club shall be the
carrying on of the propaganda or otherwise attempting to influence legislation, and
the Club shall not participate in, or intervene in (including the publication or
distribution of statements), any political campaign on behalf of any candidate for
public office, or undertake any other activities not permitted to be conducted or
carried on by a corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding
provision of any future United States internal revenue law).

SECTION 3. NO SELF-DEALING ABSENT APPROVAL OF

DISINTERESTED BOARD. No member, director or officer of the Club shall be
financially interested, directly or indirectly, in any agreement relating to the
operations conducted by the Club, nor in any transaction for furnishing services,
facilities or supplies to the Club for compensation, unless the fact of such interest
be known to the Board of Directors and unless such agreement or transaction shall
be authorized by the Directors who have no interest, direct or indirect, in such
agreement or transaction.
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ARTICLE IV - OFFICES

The address of the principal office of the Club is 920-A9 Houston Northcutt Blvd.,
Mount Pleasant, South Carolina 29464. The Club may maintain additional offices
at other places as the Board of Directors chooses to designate.

ARTICLE V - MEMBERSHIP

SECTION 1. NUMBER OF MEMBERS UNLIMITED. Membership shall be

unlimited in number.

SECTION 2. REQUIREMENTS FOR MEMBERSHIP. Any natural person

who has submitted to the Board of Directors or to any officer of the Club an
application for membership in an approved form together with the proper
membership dues, and who supports the interests and purposes of the club, may be
admitted as a member of the Club without regard to race, color, religion, age,
gender or national origin.

SECTION 3. MEMBERSHIP TERM. The period of membership shall be one

year from the first day of the month following the date the member is admitted.

SECTION 4. CLASSES OF MEMBERSHIP. There shall be three regular

classes of membership: regular, student, and family. Any member of the
immediate household holding a family membership shall be entitled to all
privileges of membership, except that the family membership is entitled to a single
Newsletter. Student membership may be held by individuals, under the terms and
conditions set by the Board of Directors, for dues lesser than those for a regular
membership. Voting rights associated with each regular class of membership shall
be as specified in ARTICLE VII, below. The Board of Directors, by majority vote,
may award life memberships to deserving individuals. The Board of Directors may
also create associate memberships. Associate memberships may be offered to
members of other entities and would include limited benefits of full Club
membership. Associate members have no voting rights and may not hold office.

SECTION 5. LIMITATION OF AUTHORITY. Except as otherwise specified

in these Constitution and Bylaws, no member shall act in the name of the Club or
take any action that would bind the Club.
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ARTICLE VI – DUES

SECTION 1. ANNUAL DUES; MULTIPLE YEAR INCREMENTS; NO

PRORATION. The dues of all members shall be payable at the anniversary of
their membership. Eligible members have the option to pay dues in increments of
1-year, 3-year, or 5-year. All dues are to be paid in full 1-year, 3-year, or 5-year
increments regardless of when the dues are paid. Dues shall not be prorated for
any member. Honorary and complimentary members are not required to pay dues.
Multiple year dues payments may be set at a reduced rate in the discretion of the
Board of Directors in accordance with the provisions of SECTION 2 hereof.

SECTION 2. AMOUNT OF DUES; FAILURE TO PAY DUES;

REINSTATEMENT. The amounts of the annual dues shall be determined by the
Board of Directors from time to time. For a member to remain in good standing,
renewal payment is due and must be received by the Membership Secretary by the
end of the month in which the membership expires. Any individual whose
membership status has been terminated due to nonpayment of fees may be
reinstated by paying the annual membership fees.

SECTION 3. NO REFUNDS OF DUES. No refund of dues will be made for any

reason to any member upon separation from the Club.

SECTION 4. VOLUNTARY CONTRIBUTIONS. The members of the Club

may, but in no circumstance shall be compelled to, contribute to the support of the
Club in the event that the funds provided by the membership fees are insufficient
to meet the expenses of the Club or in case funds are needed for any special
purposes. Except as provided in SECTION 5, below, the Club shall not have the
power to levy any general assessment on the members of the Club or enforce
payment of any amount beyond the annual membership dues.

SECTION 5. ENTRY FEES ALLOWED. A reasonable entry fee may be levied

in connection with Club activities, including, without limitation, track meets and
road races, in order to defray the expenses of the Club for trophies, ribbons,
certificates, race management (if performed by a third-party contractor), etc., and
social events, in order to defray the expenses associated therewith.

ARTICLE VII - MEMBERSHIP MEETINGS

SECTION 1. ANNUAL MEETING; ELECTIONS OF OFFICERS AND

DIRECTORS. An annual meeting of the membership will be held for the election
of Officers and Directors, and for such other business as may be stated in the
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notice of the meeting, or as may properly come before the meeting. The annual
meeting shall be held at such places within Charleston County, and at such times
and dates, as the Board of Directors, by majority vote, shall determine, and as set
forth in the notice of meeting. Notice of the meeting, stating the date, hour, and
location, shall be by publication in the Newsletter or a separate mailing at least
twenty days prior to the meeting, as well as on the Club's official website, and the
Club's designated bulletin board, if any. In the absence of a Board determination,
the Annual Meeting shall be held on the first Thursday of December.

SECTION 2. MONTHLY MEETINGS. Unless otherwise determined by the

Board of Directors, by majority vote, a meeting of the membership shall be held
monthly. The meeting shall take place at such times and dates, and at such places
within Charleston County, as may be established by the Board of Directors, by
majority vote, and as set forth in the notice of meeting. Notice of these meetings,
stating the date, hour, and location, shall be by publication in the Newsletter, as
well as on the Club's official website, and the Club's designated bulletin board, if
any. In the absence of a Board determination, the Monthly Meeting shall be held
on the last Tuesday of the month.

SECTION 3. SPECIAL MEETINGS. Special Membership Meetings may be

called by the President, the Board of Directors or a signed petition of twenty (20)
members in good standing. Notice of a Special Membership Meeting, stating the
date and hour of the meeting and the place where it is to be held, shall be given by
publication in the Newsletter or by a mailing to all regular members and shall state
the purpose of the meeting. Business transacted at any special meeting shall be
confined to the objects stated in the call and matters germane thereto.

SECTION 4. VOTING. Each regular and student member who is in good

standing shall be entitled at every meeting of the members of the Club to cast one
vote in person. Family memberships are entitled to a separate vote for each
member over the age of 17. The vote of a majority of the votes entitled to be cast
by the members present at a meeting at which a quorum is present shall be
necessary for the adoption of any matter voted upon by the members.

SECTION 5. QUORUM. A quorum at any membership meeting shall be twice

the number of elected officers plus one. Only those members in good standing
may be counted, and a quorum must be present at an Annual, Monthly, or Special
Membership Meeting in order to conduct business.

SECTION 6. PROXIES. No member may vote by proxy at an Annual, Monthly,

or Special Membership Meeting.
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SECTION 7. NOMINATION OF OFFICERS. At least one month prior to the

annual meeting of the membership, the President shall appoint a Nominating
Committee, which shall consist of up to five (5) active members in good standing,
none of whom shall be a current officer of the Club, except that the Chairperson of
the nominating committee shall be the outgoing President. The Nominating
Committee shall assess the personnel requirements and resources of the Club. The
Nominating Committee shall identify at least one willing candidate for each
elected position. Each nominated individual shall have been a member in good
standing for at least the six months immediately preceding the elections. Each
nominated individual shall be furnished a copy of the Constitution and Bylaws of
the Club and shall be required to read and agree to abide by the provisions thereof,
and shall also agree to perform the duties of the particular office for which they
have been nominated. The Nominating Committee shall make public its initial
slate in sufficient time to permit other candidates to submit petitions. Nominations
may be made from the floor at the election meeting provided the persons
suggested for office have given their consent and are current members of the Club.
Elections shall be by paper ballot. All dues must be current to have voting
privileges. Each member with voting privileges shall sign-in at the meeting to
confirm current membership status, receive one ballot, and have one vote which
must be cast in person at the meeting. The Nominating Committee shall calculate
the votes. Election tellers, appointed in accordance with Section 8 of this Article,
may calculate the votes if deemed necessary.

SECTION 8. ELECTION INSPECTORS. Two (2) inspectors of election

(“tellers”) may be appointed at each general, monthly, or special meeting of the
members of the Club.

SECTION 9. PARLIAMENTARY AUTHORITY. All meetings shall be

conducted in accordance with simplified parliamentary procedure.

ARTICLE VIII – CENSURE, SUSPENSION AND EXPULSION

OF MEMBERS

SECTION 1. AUTHORITY. If the conduct of a member shall appear to the

Board of Directors to be disorderly or to be prejudicial to the welfare of the good
name of the Club, or if in any way any member conducts himself/herself in a
manner not authorized by or in violation of the Constitution and Bylaws of the
Club, the member may be subject to censure, suspension, or expulsion, at the
discretion of the Board of Directors depending on whether said misconduct or
infraction be slight or serious. Any misconduct or infraction which may be
regarded as merely to subject the offending member to censure for the first
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offense, shall subject the member to suspension or expulsion upon the repetition of
such misconduct or infraction.

SECTION 2. NOTICE. The Board of Directors shall inform the offending

member by written notice which shall be served upon the member personally or by
mail directed to the member's address as it shall appear on the books and records
of the Club informing the member of the nature of the misconduct or violation and
of the time appointed when the member may be heard in the member's defense
before the Board of Directors, which time may not be less than five days after the
service of such notice.

SECTION 3. HEARING. At such hearing before the Board of Directors, of

which a record shall be kept, the offending member shall be given an opportunity
to be heard in the member's own defense in person or by attorney and at the
discretion of the Board of Directors the member may be exonerated, censured,
suspended or expelled. In case such offending member shall not appear at the time
fixed for the hearing, judgment shall be passed upon the member by default.

SECTION 4. EFFECT. In all cases where an offending member be suspended

from membership in the Club, the member shall be deprived of all rights and
privileges of membership for such period as shall be adjudged by the Board of
Directors in the particular case and at the expiration of such period such member
shall be restored to all the rights and privileges of membership after application or
request for reinstatement.

ARTICLE IX – BOARD OF DIRECTORS

SECTION 1. COMPOSITION. The Board of Directors shall consist of the eight

officers of the Club, an appointed past executive, and one member of each
standing committee; provided, however, the voting members of the Board of
Directors shall be the eight officers of the Club and the appointed past executive.
Subject to the majority approval of the other officers of the Club, the President
shall appoint a past executive to serve on the Board of Directors concurrently with
the President. Priority shall be given the immediate past president when possible.
The appointed past executive shall have no specific duties but shall serve as the
coordinator of special projects as defined by the President and / or the Board of
Directors.

SECTION 2. TERM. Directors shall serve until December 31 of the following

year and until their successors are elected and qualify.
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SECTION 3. REMOVAL. An elected Director may be removed at any time,

with or without cause, either at an Annual, Monthly, or Special Membership
Meeting called for such purpose. A quorum being present, a Director may be
removed by a two-thirds vote of members in good standing present and voting.
Upon the proper vote of the membership for the removal of a Director, the
Director shall automatically be removed as an officer of the Club.

SECTION 4. VACANCIES. Upon the resignation or removal of an elected

Director, that Director position shall be declared vacant. The remaining Directors
in office, though less than a quorum by majority vote, may appoint any qualified
person to fill such vacancy, and to hold office for the unexpired term and until his
successor shall be duly chosen.

SECTION 5. REGULAR MEETINGS. Regular meetings of the Board of

Directors shall be held monthly, unless otherwise determined by the Board of
Directors. Regular meetings shall be held, at such time and place as may be
determined by the Board of Directors. The time and place of board meetings are to
be announced by mail, by email, in the Newsletter, or by publishing on the
Website, to the general membership at least fourteen (14) days prior to such
meeting and made available to the general membership.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of

Directors may be called by the President, a Vice President, or two or more
Directors on seven (7) days notice to each Director, if such notice is delivered
personally, by telegram or telephone; or on fourteen (14) days notice if sent by
mail, email, or published in the Newsletter or on the Website. No business other
than that stated in such notice shall be conducted.

SECTION 7. CONDUCT OF MEETINGS. The President, or in his or her

absence the next available officer based upon the executive hierarchy set forth in
ARTICLE X, shall preside at meetings of the Board of Directors. The Secretary,
or such other person as the presiding officer may appoint, shall record the minutes
of the meeting. A quorum at a Board of Directors meetings shall be five. A
majority vote shall be necessary to pass any official business. Meetings of the
Board of Director shall be open to all members, except that upon majority vote,
the Board of Directors may enter executive session to transact business which the
Board determines to be confidential.

SECTION 8. ACTION BY CONSENT OR BY TELEPHONE. Any action

required or permitted to be taken at any meeting of the Board of Directors may be
taken without a meeting if a written consent to such action is signed by all
members of the Board of Directors and such written consent is filed with the
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minutes of the proceedings of the Board. The Board of Directors may participate
in a meeting by means of a conference telephone or similar communications
equipment by means of which all Directors participating in the meeting can hear
each other at the same time. Participation by such means shall constitute presence
at such meeting. Any Director who executes a consent or participates in a
telephone meeting, without protesting the commencement of the meeting or the
lack of notice shall be conclusively deemed to have waived notice of such
meetings.

SECTION 9. PROXIES. No Director may vote by proxy at a meeting of the

Board of Directors.

ARTICLE X – OFFICERS

SECTION 1. DESIGNATION AND TENURE. The officers of the Club shall be

the President, Vice President Programs, Vice President Equipment, Vice President
Races, Vice President Newsletter, Vice President Internet Communications, the
Secretary, and the Treasurer. No member shall concurrently hold the office of
President, Vice President, Secretary, or Treasurer. The President shall have the
power to appoint all officers not chosen by election. An officer shall serve until
December 31 of the following year and until a successor is appointed, or until a
successor is elected and qualifies for the Board. Any duly elected officer may,
during that officer’s term, appoint members of the Club to assist that officer with
his or her duties; provided, however, the officer shall remain responsible to the
Board for the actions of any such appointees.

SECTION 2. PRESIDENT. The President shall be the chief executive officer of

the Club, and shall have general charge of the business, affairs, and property of the
Club with general supervision over its other officers and agents. The President
shall preside at all Membership and Board of Directors meetings and shall see that
all resolutions of the Board of Directors are carried into effect. The President shall
appoint any committee deemed necessary or appropriate to advancing the
objectives of the Club, subject to the approval of the Board of Directors. The
President shall appoint a member of the Club (it is not required that the member
also be a current officer) to serve as the Club’s representative on the Cooper River
Bridge Run Committee.

SECTION 3. VICE PRESIDENT PROGRAMS. The Vice President Programs

shall serve as an assistant to the President and shall oversee and coordinate such
programs, activities, and other duties as may be delegated by the Board of
Directors or the President. In the absence of the President or in the event of the
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President's disability, the Vice President shall perform the duties and exercise the
powers of the President. The Vice President Programs shall be in charge of
obtaining locations and speakers or establishing programs for each regular
monthly Club meeting.

SECTION 4. VICE PRESIDENT EQUIPMENT. The Vice President for Race

Schedule shall serve as an assistant to the President and shall inventory and, where
practical, maintain custody of the Club's Race Equipment. Where personal
possession of any Race Equipment is not practical, the Vice President Equipment
shall establish and maintain procedures which enable him/her to, and he/she shall,
remain aware of the whereabouts of such Equipment. The Vice President
Equipment shall be responsible for appropriate maintenance and upkeep of the
Equipment and for the procurement of new Equipment when approved by the
Board of Directors. The Vice President shall perform such other duties as may be
delegated by the Board of Directors of the President. In the absence, or the failure
or inability to act, of the President and Vice President Programs, the Vice
President Equipment shall perform the duties and exercise the powers of the
President.

SECTION 5. VICE PRESIDENT RACES. The Vice President Races shall serve
as an assistant to the President and shall schedule, oversee and coordinate the
Club's conduct of races. The Vice President shall perform such other duties as may
be delegated by the Board of Directors of the President. In the absence, or the
failure or inability to act, of the President, the Vice President Programs and the
Vice President Equipment, the Vice President Races shall perform the duties and
exercise the powers of the President. The Vice President Races shall ensure the
Club recommended race standards are maintained and updated as necessary or
appropriate, and are made available to race directors upon request.

SECTION 6. VICE PRESIDENT NEWSLETTER. The Vice President

Newsletter shall, subject to the general policy direction of the Board of Directors,
be responsible for the Newsletter's substantive and advertising content and its
publication on a regular basis. The Vice President Newsletter shall also be
responsible for any special non-digital publications produced by the Club, and
shall maintain a list of state and regional running clubs. The Vice President
Newsletter may appoint one or more assistants. The Vice President Newsletter
shall perform such other duties as may be delegated by the Board of Directors or
the President. In the absence, or the failure or inability to act, of the President, the
Vice President Programs, the Vice President Equipment, and the Vice President
Races, the Vice President Newsletter shall perform the duties and exercise the
powers of the President.
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SECTION 7. VICE PRESIDENT INTERNET COMMUNICATIONS. The

Vice President Internet Communications shall be responsible for maintenance of
and posting information of interest to the membership on the Club’s official
website (“Website”). The Vice President Communications may appoint one or
more assistants. The Vice President Communications shall perform such other
duties as may be delegated by the Board of Directors or the President. In the
absence, or the failure or inability to act, of the President, the Vice President
Programs, the Vice President Equipment, the Vice President Races, and the Vice
President Newsletter, the Vice President Communications shall perform the duties
and exercise the powers of the President.

SECTION 8. SECRETARY. The Secretary shall give, or cause to be given,

notice of Special Membership Meetings and of Special Board of Directors
meetings. The Secretary shall keep the minutes of the meetings of the members
and the Board of Directors, and shall annotate action items by listing and reading
at the next meeting any business deferred from the prior meeting. The Secretary
shall send copies of the minutes of all meetings to the Board of Directors within
one week after each membership and Board meeting, and shall also see that the
books, reports, statements and all other documents required by law are properly
kept and filed. The Secretary shall provide a printed copy of the minutes of each
member meeting to the Vice President Communications within one week of each
membership meeting for posting on the Club’s official website. The Secretary
shall maintain a bound copy of all Club meeting minutes, shall type and retain a
copy of all Club correspondence as directed by the President. The Secretary shall
maintain the Club’s files on all official business, and shall support and prepare all
official Club reports, documents and business letters required or requested by the
President. The Secretary shall prepare a year-end report detailing the primary Club
business undertaken during the year and shall present the report to the Board of
Directors no later than November 15 of the year. The Secretary shall perform such
other duties as may be delegated by the President or the Board of Directors. The
Secretary may appoint one or more assistants. The Secretary shall maintain the
official roster of members, shall issue membership certificates, or other
identification, and shall perform such other duties as may be delegated by the
President or the Board of Directors. The Membership Secretary may appoint one
or more assistants.

SECTION 9. TREASURER. The Treasurer shall have custody of the corporate

funds and other valuable effects, shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Club and shall deposit all moneys
and other valuable effects in the name and to the credit of the Club in such
depositories as may be designated by the Board of Directors. The Treasurer shall
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present a monthly written report setting forth the expenses and financial condition
of the Club to the Board of Directors and to the membership at each monthly club
meeting. The Treasurer shall have the authority to disburse checks as provided in
Article XI hereof. The Treasurer shall maintain a system of internal fiscal control
in a manner which allows the Board of Directors to determine from the treasurer’s
records the general source of all income and expenses. No income or fees shall be
received and no expenditures made in the name of the organization except through
the organization’s account and records kept by the Treasurer. The Treasurer shall
provide a bi-monthly balance sheet to the Vice President Newsletter for
publication in the club newsletter. The Treasurer shall also be responsible for
compiling the operating budget for the club and shall prepare and present to the
Vice President Communications an annual summary of income and expenditures
for publication in the November issue of the newsletter. If required, the Treasurer
shall prepare and file an Income Tax Return for the organization. The Treasurer
shall pay all filing fees to maintain the organization’s tax exempt status. The
Treasurer shall perform such other duties as may be delegated by the President or
the Board of Directors. The Treasurer may appoint one or more assistants.

SECTION 10. MEMBERSHIP SECRETARY. The Membership Secretary shall

maintain the club membership roster, including name, address, phone, email, and
other information deemed by the Board to be reasonably necessary or appropriate
for Club purposes, and shall provide to the Vice President Newsletter and the Vice
President Internet Communications for publication in the November Club
Newsletter and on the official Club website an exact count of the paid membership
of the Club and the number of courtesy addressees (other clubs, stores, etc.). The
Membership Secretary may also form and chair a Membership Committee, as
necessary and appropriate. The goals of such a committee shall include, without
limitation, acknowledgement of new members, maintenance and revision of
official membership application forms, communications with those whose
membership has expired to encourage renewal, distribution of membership
application forms to local businesses and at local events, and reporting to the
membership on new members.

ARTICLE XI – AD HOC COMMITTEES

1. Such standing and special committees as shall be necessary to effectuate the

business of the Club may from time to time be established by the Board of
Directors and the officers, including specifically, but not limited to, an Audit
Committee. The Audit Committee shall audit the financial accounts of the
organization at least once a year.
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2. Each individual Club event will have a draft budget approved by an affirmative
vote by the Board of Directors before any funds can be disbursed for an
event. After each event a listing of all funds received and disbursed shall be
prepared for the Board of Directors.

3. A Nominating Committee shall be established by the President as more

specifically set forth in ARTICLE VII, SECTION 7, above.

ARTICLE XII - NOTICE

SECTION 1. FORM OF NOTICE. Whenever under the provision of law, the

Articles of Incorporation or the Constitution and Bylaws of the Club, notice is
required to be given to any Director, officer or member, such notice may be given
by publication in the Newsletter or in writing, by mail addressed to such Director,
officer or member, at his post office address as it appears on the records of the
Club. Such notice shall be deemed to be given at the time it is deposited in the
United States mail. Notice may also be given personally or by e-mail, telephone or
telegram.

SECTION 2. WAIVER. Whenever notice is required under the provision of law,

the Articles of Incorporation or the Constitution and Bylaws, a written waiver of
the notice, signed by the person entitled to the notice, whether before or after the
fact, shall be deemed to be the equivalent of such notice. Any member, officer or
Director who attends a meeting, without protesting the commencement of the
meeting or the lack of notice shall be conclusively deemed to have waived notice
of such meetings.

ARTICLE XIII - FISCAL CONTROL

SECTION 1. DISBURSEMENTS. Disbursements over $25.00 shall be made

only by check. Any disbursement over $5.00 shall be supported by an acceptable
voucher or third-party receipt. All checks in an amount in excess of $2,000, drafts,
notes, and evidence of indebtedness of the Club shall be signed by the Treasurer
and either the President or one of the Vice Presidents. However, checks in an
amount not to exceed $2,000 may be signed by either the Treasurer, the President,
or the Vice President Programs.

SECTION 2. ANNUAL BUDGET. Prior to the commencement of each fiscal

year, the Board of Directors shall prepare an estimated budget for the following
fiscal year. The estimated budget shall be put before the general membership at the
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Annual Membership Meeting for discussion and adoption by a majority of those

present and voting at the Meeting.

SECTION 3. FISCAL YEAR. The fiscal year of the Club shall be from January
1 to December 31.

SECTION 4. CAPITAL EXPENDITURES. Capital expenditures in excess of

$1,000 must be approved by a majority of those present and voting at a
Membership Meeting.

ARTICLE XIV – INDEMNIFICATION

The Club shall, to the extent legally permissible, indemnify and hold harmless any
person serving or who has served as a Director, officer, or duly authorized agent of
the Club against all liabilities and expenses, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and counsel fees,
reasonably incurred by him or her in connection with the defense or disposition of
any claim, action, suit or other proceeding whether civil or criminal, in which s/he
may be involved or with which s/he may be threatened, while serving or
thereafter, by reason of his or her being or having been such a Director, officer or
agent, except with respect to any matter as to which s/he shall have been
adjudicated in any proceedings not to have acted in good faith in the reasonable
belief that his or her action was in the best interests of the Club.

Expenses, including counsel fees, reasonably incurred by any such Director,

officer, or agent in connection with the defense or disposition of any such claim,
action, suit or other proceeding may be paid from time to time by the Club in
advance of the final disposition thereof upon receipt of an undertaking by such
individual to repay the Club the amounts so paid if it ultimately determined that
indemnification of such expenses is not authorized herein. The right of
indemnification hereby provided shall not be exclusive of or affect any other rights
to which any such Director, officer, or agent may be entitled. As used in this
Article, the terms "Director," "officer," and "agent" include their respective heirs,
executors and administrators.

The Club may, at the election of the Board of Directors, purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Club or who is or was serving at the request of the Club as a Director,
officer, or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him or
Constitution and Bylaws of Charleston Running Club, a nonprofit corporation
Page 15 of 15

her in or arising out of his position, whether or not the Club would be obligated or
empowered to indemnify him or her against such liability under this Article XIX.

ARTICLE XV - AMENDMENT

The membership may amend the Constitution and Bylaws at any Membership
Meeting by an affirmative two-thirds majority of those present and voting. Notice
of all Bylaw amendments shall be published in the Newsletter and posted on the
official website of the Club.

ARTICLE XVI - DISSOLUTION

In the event of the dissolution of the Club, the funds in the treasury, after all
creditors have been paid, shall go to any health-related §501(c)(3) nonprofit
organization for its charitable use in the Charleston area.