The name of this corporation shall be The Empire Runners Club.

The principal office for the transaction of the business of the corporation is as may be hereafter fixed and located by the Board of Directors in the City of Santa Rosa, County of Sonoma, State of California. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another within Sonoma County.

1. To maintain an association of persons and organizations interested in running as a healthy sport.
2. To foster community awareness, knowledge and appreciation of running as a healthy sport.
3. To increase community interest, support and enhancement of the resources, programs, services, facilities and needs of the local running community.
4. To help provide materials, equipment, services and other resources to assist local running programs.
5. To be the recipient of donations, gifts and bequests intended for the use or benefit of the local running community.
6. To accomplish those purposes of the corporation set forth in the Articles of Incorporation

1. Qualification: All individuals, families, firms and organizations in sympathy with the objectives of this corporation shall be eligible for membership.
2. Classes: There shall be four classes of membership as follows: (1) Youth, open to persons under 18 years of age; (2) Adult, open to persons of any age; (3) Family, open to all family groups; (4) Sponsor, open to all persons, families, firms and organizations.
3. Voting: Each member shall be entitled to one vote which may be cast in person or by proxy.
4. Termination:A membership may be terminated by the death or resignation of a member, by a firm's or organization's dissolution, or by a majority vote of the Board of Directors. An annual membership may be terminated for nonpayment of dues or for conduct which the Board deems inimical to the corporation's best interests.

1.Dues: Dues shall be established by the Board of Directors or the membership. Minimum annual dues shall be $10.00 for a Youth Under 18 membership; $20.00 for an individual Adult membership; $25.00 for a Family membership and $25.00 for a Sponsor membership.

1. Elections: Thirty (30) days before the annual meeting, nominations for club officers (president, vice-president, secretary, and treasurer) shall be submitted for the coming year. Each nominee shall have agreed to serve if elected and confirmed his or her willingness and availability to attend Board meetings to transact ongoing business. All members whose current year's dues are paid before this meeting are eligible to vote and to submit nominations for officers. Ballots may be included in the newsletter announcing the annual meeting and may be returned by mail or delivered to the corporation at or before that meeting. Officers shall be elected by majority of the votes cast at the annual meeting including those mailed in or delivered. If such meeting is not held or officers are not elected there, then officers may be elected at any special meeting of members held for that purpose. All officers shall take office on the first day of the month following their election and shall hold office for one year with the option of accepting re-election. The officers shall comprise the Board of Directors.

2. Meetings and Quorums: Board meetings shall be called and held as may be ordered by the Directors. Three Directors shall constitute a quorum for the transaction of business. Any act or decision by a majority of the Directors present at a Board meeting at which a quorum is present shall be regarded as an act of the Board.

3. Meeting Minutes Approval: Minutes of meetings at which a quorum of the Board is present shall be submitted for the Board's approval at the next meeting. The transactions of the Board, however called and announced or wherever held, shall be valid if those of the Directors not present approve in writing the minutes of such meeting. Such approvals shall be filed with the records of the corporation or made a part of the minutes of the meeting.

I. Annual Meetings: Annual meetings of the membership shall be held at a time and place designated by the Board for the purpose of electing officers and Board members said to receive various reports on the year's activities and/or enacting any other business.

2.Additional Meetings:Additional meetings of the membership may be called and held as may be called by the Board, by the president or by not less than 10 members. Normally such meetings will be held monthly.

3.Notification: Notice of meetings of the membership shall be given to all members at least five days before such meeting by mailing a copy of the newsletter to each member's address as shown on the corporation's membership register.

4. Quorum: The presence in person or by proxy of three Board members and ten other members of this corporation shall constitute a quorum for the transaction of business at any meeting of the membership.

5. Voting: Each member shall be entitled to one vote, which may be cast in person, proxy, or by mail.

1. Introduction: An amendment to these bylaws may be introduced at any meeting of the Board to be acted upon at the next meeting of the corporation membership.

2. Announcement: Each proposed amendment, together with the recommendations of the Board, shall be prepared at least 30 days before the next membership meeting and announced in the newsletter preceding that meeting. The proposed amendment shall be presented at the meeting and read aloud to the membership by a member of the Board unless the members present vote to waive this reading.

3. Member's Authority: New bylaws may be adopted or these bylaws may be amended or repealed by a two-thirds vote of the members present in person or by proxy at the next corporation meeting.

4. Board Authority: Subject to the right of the members as provided in this article to adopt, amend or repeal bylaws, any bylaw other than a bylaw or amendment there of changing the authorized number of Board members may be adopted, amended or repealed by the Board of Directors.

Upon dissolution, the property of the organization is irrevocably dedicated to nonprofit purposes and no part of the net income or assets of this corporation shall inure to the benefit of any officer or member thereof or to the benefit of any private person. In the event of dissolution of this corporation, all assets will be turned over to educational or charitable organizations in the community as shall at that time qualify as exempt type organizations under section 501(c)(3) of the Internal Revenue Code.

Robert's Rules of Order Revised shall be the authority for resolving questions of procedure and other matters to which they are applicable, and in which they are not inconsistent with the bylaws, with the articles of incorporation, or with the laws of the State of California.