Effective: 12/25/2025

AMENDED AND RESTATED BYLAWS

BOULDER TRACK CLUB INCORPORATED,

a Colorado Nonprofit Corporation

(Effective as of December 25, 2025)

ARTICLE 1

CORPORATE NAME AND PURPOSE

1.1 Name. The name of the corporation is Boulder Track Club Incorporated (“BTC”, the “Corporation”). BTC was formed under the laws of the State of Colorado and is a nonprofit corporation.

1.2 Purpose. The Corporation is organized exclusively for the charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code (the “Code”). The Corporation may carry on any other lawful activity consistent with its Articles of Incorporation, these Bylaws and the Colorado Revised Nonprofit Corporation Act (the “Act”), each as may be amended from time to time.

1.3 Prohibited Activities. Neither the name of the Corporation nor the names of any Director (as defined below) or officer of the Corporation in their official capacity with the Corporation, shall be used to endorse or promote a commercial concern, or in connection with any partisan interest, or for any purpose not appropriately related to promotion of the goals of the Corporation. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, officers or other private persons, except as provided in this Section 1.3 , Section 3.10 and Section 5.2.4 . The Corporation shall not directly or indirectly participate or intervene in any way (including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office. The Corporation shall not devote more than an insubstantial part of its activities to attempting to influence legislation. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal taxation under Section 501(c)(3) of the Code or the Act.

1.4 Dissolution. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 2

OFFICES

2.1 Offices. The principal office of the Corporation shall be located within or without the State of Colorado, at such place as the Board shall from time to time designate. The Corporation may maintain additional offices at such other places as the Board may designate. The Corporation shall have and maintain within the State of Colorado a registered office at such place as may be designated by the Board.

ARTICLE 3

DIRECTORS

3.1 Board of Directors. The business of the Corporation shall be managed by a board of directors (the “Board”), consisting of a minimum of three and a maximum of seven members, which may be increased or decreased by a majority vote of the Board, who shall be at least eighteen (18) years of age but who need not be residents of the State of Colorado (each, a “Director”). No vote to decrease the number of Directors serving on the Board shall have the effect of early termination of a Director who is otherwise willing and able to continue to fulfill his or her then-existing term as a Director.

3.2 Term of Directors. Subject to Section 3.3 of this Article, the Directors shall hold office for a term of at least two years. Each Director shall hold office until his or her resignation, removal or death.

3.3 Appointment of Directors.

3.3.1 The Board may call for and accept recommendations to serve on the Board as openings on the Board become available pursuant to Section 3.4 below. These recommendations shall be made by any BTC Member in good standing. The recommendations must be submitted by email or letter to any Director. Only individuals who are Members in good standing may be recommended to serve on the Board.

3.3.2 The Board will review all recommendations regarding possible new Directors. After reviewing all recommendations, the Board will select by majority vote, an individual or individuals to nominate for selection to the Board. The President may veto any nomination, whereby the Board will select another individual or other individuals for nomination. The Board may nominate as many individuals as there are openings on the Board.

3.3.3 Within thirty days after such nomination, the Board shall call a special meeting to vote regarding the formal appointment of the nominee(s) to the Board. The nominee will immediately be appointed to the Board if a majority of the Directors approve the nomination.

3.4 Resignation and Removal. A Director may resign at any time by giving written notice to the President (as defined below) of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by any Director, and the acceptance of the resignation shall not be necessary to make it effective. Any Director may be removed at any time, for cause, by a vote of two-thirds of the Directors then in office. In the event that an Director resigns or is removed prior to the end of such Director’s term, that Director need not be replaced unless the Board deems it necessary, or in such event that the remaining number of Directors will be less than three.

3.5 Compensation. Directors may be compensated for their services, but by resolution of the Board, payment or reimbursement of expenses incurred may be authorized, including for actual attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor or for being reimbursed for expenses in connection therewith.

3.6 Vacancies. Any vacancies existing in the Board or in any elective office of the Corporation from any cause other than the expiration of the term of office may be filled by appointment by the President (as defined below), which appointment must be approved by a majority vote of the Board. The person so appointed shall hold office for the unexpired term of the officer or the Director who was replaced.

3.6.1 The Board may declare a Corporate office vacant if the officer is unable or unwilling to perform the functions and duties of that office.

3.7 Meetings.

3.7.1 Regular Quarterly Meetings; Action of the Board. The Board shall hold regular meetings every quarter, unless otherwise fixed by the President or Board. There shall be a minimum of four meetings held each year. Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one vote. In the case of a tied vote, the matter in consideration will be tabled for reconsideration at a later Board meeting.

3.7.2 Place and Time of Board Meetings. The President, in his/her sole discretion, or the Board by a majority vote, may call a special meeting of the Board. Notice of special meetings shall be given upon not less than three days’ advance written notice (or such shorter notice as required by exigent circumstances as determined by the President) by US mail or electronic mail, and shall include a brief statement of the purpose, date, time, and location thereof.

3.7.3 Remote Meetings. Meetings of the Board may be held in person, by electronic communication, or by a combination of these methods at the discretion of the President or the majority of the Board.

3.7.4 Quorum of Directors; Adjournment. A simple majority of Directors, whether present in person or by electronic communication, shall constitute a quorum for the transaction of business; however, provided that if less than a quorum is present at any meeting, a majority of those Directors who are present at the Board meeting may adjourn the meeting without notice other than by announcement until a quorum shall be present. At any such adjourned meeting at which a quorum will be present, any business may be transacted which might have been transacted at the meeting as originally notified.

3.8 Action without Meetings. Any action which must or may be taken by the Board at a regular or special meeting may be taken, with the same validity and effect, without a meeting if a consent by email, regular mail, or telephone (in the discretion of the President (or Vice President in his/her stead)) setting forth the action taken is affirmed by one of these methods by a majority of the voting members of the Board. Any such action is effective upon voting, but is subject to being ratified or rescinded by a majority vote of a quorum present at the next regular or special meeting of the Board, unless the email, regular mail or telephone call stating the action taken provides for immediate implementation. Such Board action without meeting is supplemental to, and not in substitution of, action that may otherwise be taken by the Board or an officer pursuant to these Bylaws.

3.9 Roles and Responsibilities. The Board shall appoint from among its members one Director to serve as President of the Board (the “President”). The President shall call, conduct and cause minutes to be prepared for each Board meeting. At all meetings of the Board, the President shall preside, or in his or her absence the next highest officer or else whomever the Board appoints to serve in such capacity. The roles and responsibilities of the Board shall include, but are not limited to, the following:

(a) Recruit new Members;

(b) Provide athletic counsel, educational opportunities, life skills, and mentorship to Members;

(d) Develop community among the Members and the broader Boulder running community;

(e) Monitor and pay Member and travel expenses;

(f) Procure goods and services for the Corporation including running gear and others as the Board may determine; and

(g) Train and advise incoming Directors and Officers on managing the affairs of BTC.

3.10 Executive and Other Committees.

3.10.1 The Board, by resolution adopted by a majority of the entire Board, may designate from among its Directors an Executive Committee, a Finance Committee, a Governance Committee, and such other committees as shall be determined by the Board. The Executive Committee shall be composed of members of the Board, and may act in the absence of the Board within the parameters and limitations set forth by the Board. The Governance Committee reviews the Corporation’s governance issues and recommends appropriate governance policies. The Governance Committee also leads the Board development and recruitment process, establishes Director responsibilities and monitors progress on fulfilling these obligations. The Finance Committee makes recommendations concerning the Corporation’s finances and develops the Corporation’s budget. This committee approves the annual budget and monitors the budget by reviewing financial reports and forecasts. In addition, it ensures adherence to the Corporation’s financial policies. One member of each committee shall be appointed chair of such committee by the Board or, if not appointed by the Board, by the members of such committee. The committee chair shall call, conduct and cause minutes to be prepared for each committee meeting. Vacancies on the Executive Committee, Finance Committee and Governance Committee shall be filled by appointment by the President with ratification at the next meeting of the Board.

3.10.2 Each committee shall serve at the pleasure of the Board. No committee shall have the power or authority to: (a) amend, restate, alter or repeal the Articles of Incorporation of the Corporation; (b) amend, alter or repeal these or any other Bylaws of the Corporation; (c) elect, appoint or remove any member of any such committee or any officer or Director of the Corporation; (d) adopt a plan of merger or consolidation with any other corporation; (e) authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; (f) authorize the voluntary dissolution of the Corporation or revoke any proceedings for the voluntary dissolution of the Corporation; (g) adopt any plan for the distribution of the assets of the Corporation; (h) amend, alter or repeal any resolution of the Board which by its terms does not expressly provide that it may be amended, altered or repealed by such committee; or (i) take any other action prohibited by law. All committees of the Board shall keep regular minutes of their respective transactions and shall report their actions to the Board at the meeting of the Board next following such actions. Except for the Executive Committee, committees may include and seek advice from Members in good standing. All BTC committees shall have at least one Director.

3.11 Special Committees. The Board may establish special committees from time to time to undertake such activities and to perform such functions as the Board may determine are advisable and in the best interests of the Corporation. No special committee shall have or exercise the authority of the Board in the management of the Corporation, but shall make recommendations to the Board. Members of any special committee may, but need not be, Directors, and the President of the Board shall appoint the members of each special committee. Any such special committee shall limit its activities to the accomplishment of the task for which it is formed and upon completion of the task, such special committee shall stand discharged.

ARTICLE 4

MEMBERSHIP

The Corporation is committed to a policy of nondiscrimination in its membership and participation so as to involve all individuals, regardless of age or physical ability, to represent their community as an athlete or supporter of athletics; provided, however, the Corporation shall not have members as that term is used in the Act and shall have no capital stock. The Corporation shall be governed exclusively by the Board pursuant to Article 3 herein. BTC will provide a safe and welcoming community for members to pursue their athletic goals through the promotion of health, fitness, and participation (the “Mission Statement”).

4.1 General Guidelines of Membership. Any individual, regardless of age, gender, location or ability, is eligible to become a member of BTC. An individual may become a member of BTC (a “Member”) by (i) registering with BTC through its website or through other available means, as the Board may determine, and (ii) paying annual membership dues. Any such Member who complies with Section 4.1(i) and (ii) above and who is not the subject of any disciplinary action by the Board, shall be a Member in good standing.

4.2 Member Rights. Rights of Members are as follows:

(a) Participate in BTC events including, but not limited to, races, training runs, community outreach events, community fitness clinics, educational opportunities, BTC social events, and regular BTC meetings as the Board may designate from time to time.

(b) Hold office and such other rights as the Board may specify.

(c) Inspect the books and records of the Corporation for any proper purpose at any reasonable time as approved by a majority of the Board on a case by case basis.

4.3 Member Conduct. Members are encouraged to:

(a) Work together to promote fitness, a love for running, and positive community experience for all Members and individuals in the running community; and

(b) Be coached by a BTC Coach (as defined in Section 7 herein) and participate in such BTC Coach’s group workouts.

4.4 Conflict Resolution and Disciplinary Action. BTC maintains an ardent commitment to a positive and productive attitude. The Corporation expects Members to train, compete and live in a way that minimizes and resolves any conflict. Negativity towards the Corporation, Board, Coaches, and/or its Members will not be tolerated. The Corporation encourages open communication to resolve conflicts before they escalate. The Board and officers are available for Members to voice concerns and help build a plan to resolve issues. Such plan may include the situation being brought before the Board as a whole, as deemed necessary.

4.4.1 Member Discipline. There are two scenarios in which BTC Members may be disciplined by the Board.

(a) Internal Conflicts. Internal conflicts include issues involving conflict between Members of BTC, a BTC Member’s grievances with the Corporation’s leadership and any other grievance, and an issue or conflict that has been subject to the resolution policy outlined in Section 4.4.1(i)-(iv) below (the “Resolution Policy”). The Board will issue relevant disciplinary action. This may include, but is not limited to, temporary suspension from the team, return of sponsor product, request for public apology and ultimate dismissal from Membership. Internal conflicts shall be resolved pursuant to sequence outlined in Section 4.4.1(i)-(iv) below.

(i) Go directly to the person(s) involved in the conflict and attempt reconciliation.

(ii) If direct reconciliation does not work, communicate with a Director or Officer to develop a reconciliation plan. The Board has the authority to recommend corrective measures.

(iii) If the Board deems that reconciliation has been unsuccessful, the involved Members will be summoned to a hearing before the Board. After hearing the case, the Board will then confer to vote on the corrective measures. Such vote will be subject to Section 3.7 herein.

(iv) If the conflict involves any Director, Officer, or BTC Coach, such Director, Officer, or BTC Coach must attend as an involved party and shall not participate in any vote regarding corrective or disciplinary action by the Board.

(b) Violations of the Boulder Track Club Release and Code of Conduct. In the event a Member or non-member is in violation of the Boulder Track Club Release and Code of Conduct, as amended from time to time by the Board, the President has the authority to render corrective measures towards the Member or non-member. This may include, but is not limited to, suspension from BTC or any events held by BTC, community service work, return of sponsor product, and request for public apology. In the event the President deems the Member should be dismissed, a meeting of the Board will be held and a majority vote required for the ultimate dismissal from BTC.

4.4.2 Board and officer Discipline. Should the President demonstrate immoral conduct, questionable financial practices, or a lack of ability to fulfill responsibilities, that in the opinion of a majority of the Board may require either personal correction or termination of their position, the Board shall contact the President and, if necessary, investigate and enact any appropriate discipline. Should the Board need to investigate alleged misconduct, a majority vote is required to take disciplinary action. With consensus, the Board shall assume complete authority over the President. The Board may decide to remove the President from their position or discipline them as seen fit.

4.5 Member Meetings. Meetings of Members may be held at the discretion of the Board or at the written request of the lesser of 25 Members in good standing or 25% of Members in good standing at the time of the request. If Members duly call on the Board to hold a Member Meeting, the Board shall set a date for such meeting within 14 days of the written request of the Members, and the date of such meeting shall be within 45 days of the written request of the Members.

ARTICLE 5

OFFICERS

5.1 Offices, Appointment and Term of Office.

5.1.1 The officers of the Corporation shall consist of a President, Vice President, a Secretary, and a Treasurer, all of whom shall be Members in good standing with the Corporation. Two or more offices may be held by one person.

5.1.2 The officers shall be elected annually by the Board at its first meeting each year and shall serve a term of two years, unless sooner removed in accordance with Section

5.2 of this Article, or until the election and qualification of their respective successors. All officers that are elected or appointed shall hold office at the pleasure of the Board.

5.2 Removal, Resignation and Salary.

5.2.1 Any officer appointed by the Board may be removed by the Board with or without cause.

5.2.2 Any officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Corporation’s President or Secretary, but the acceptance of any such resignation shall not be necessary to make it effective.

5.2.3 In the event of the death, resignation or removal of an officer, the Board in its discretion may appoint a successor to fill the unexpired term.

5.2.4 The salaries, if any, of all officers shall be fixed by the Board from time to time; provided that compensation shall only be paid for personal services which are reasonable and necessary to carry out the charitable, scientific, literary, religious and educational purposes of the Corporation and shall not be excessive; and provided further that no compensation shall be paid to any government official, as defined in Section 4946(c) of the Code, or corresponding provisions of any subsequent federal tax laws.

5.3 Secretary. The Secretary shall attend and keep the minutes of all the meetings of

the Board. The Secretary shall ensure that copies of approved minutes of such meetings are

placed in permanent files of the Corporation. The Secretary shall keep in safe custody the seal of

the Corporation and affix it to any instrument when authorized and shall keep all the documents

and records of the Corporation as required by law or otherwise in a proper and safe manner. In

general, the Secretary shall perform all duties incident to the office of Secretary and such other

duties as may be prescribed from time to time by the President or the Board.

5.4 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in the corporate books. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board and disburse the funds of the Corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements. The Treasurer shall render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all transactions that were made as Treasurer and of the financial condition of the Corporation. The Treasurer shall be furnished, at his or her request, with such reports and statements as he or she may require from the Board committees, corporate officers and agents as to all financial transactions of the Corporation. In general, the Treasurer shall perform all duties as are given to him by these Bylaws or as from time to time are assigned to him by the Board or President.

5.5 Assistant Officers. The Board may appoint (or delegate to the President the right to appoint) such other officers and agents as may be necessary or desirable for the business of the Corporation. Such other officers may include a webmaster, one or more vice presidents, or other positions as deemed appropriate by the Board who shall have the power and authority to act in place of the officer to whom they are appointed as an assistant in the event of the officer's inability or unavailability to act in his or her official capacity.

5.6 President. The Corporation shall have one President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board 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. In general, the President shall perform all duties incident to such office and such other duties as may be prescribed by the Board from time to time.

ARTICLE 6

FINANCES

6.1 Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31 of each year.

6.2 Budget Controls. The Board shall adopt a general operating budget for each fiscal year. Special funds established by the Corporation, surpluses from prior years or from other sources may be used to balance the budget if such funds are not otherwise restricted. The monies, securities and other valuable effects of the Corporation shall be deposited in the name of the Corporation in such banks or trust companies as the Board shall designate and shall be drawn out or removed only as may be authorized from time to time by the Board.

6.3 Dues. The Board shall establish a schedule of Member dues or other financial obligations for each fiscal year as part of the budget for that year. Dues shall be collected, assessed or scheduled for payment on the yearly anniversary of such Member’s date on which they became a Member.

6.4 Other Fees. The Board may also authorize fees other than dues for events, special assessments or for other purposes.

6.5 Expenditures Beyond Budget. The Board shall be bound by the total expenditure limit set by the budget. Expenditures beyond the total budget amount may be made in the following cases:

6.5.1 When costs increase by reason of additional Corporate activities or increase in cost of approved activities, additional expenditures may be authorized by the Board to the extent that the Board determines a funding source exists for such additional expenditures.

6.5.2 In the event of an emergency, the Board is empowered to spend, authorize, or commit the expenditure of such sums as may be required for the ordinary or necessary operation and management of the Corporation, and the preservation of its assets.

6.6 Loans and Purchases. Loans from non-Corporation sources must be approved by a two-thirds majority vote of the Board. All purchases of furnishings, equipment, and other items of tangible personal property, exceeding $1,000 in cost shall be authorized by a two-thirds vote of determination by the Board. No real or chattel property of BTC exceeding $1,000 in value shall be sold, leased, mortgaged or otherwise alienated without the same having been authorized by a two-thirds vote of determination by the Board.

ARTICLE 7

COACHES

7.1 Coaches. Coaches and other personnel to the extent necessary, may be appointed by the Board (each a “BTC Coach”). Any terms of employment and duties and responsibilities of the Coach shall be determined by the Board.

7.1.1 Each BTC Coach must be properly qualified and experienced in the sport of running and shall perform such duties as may be designated by the Board including, but not limited to, providing training plans to any such Members who elect to train under such Coach and provide group workouts and fitness advice for such Members.

7.1.2 Each BTC Coach shall provide the Board with advance notice of extended absences from the Corporation as well as major activities requiring the Coach’s services for other persons who are not Members of the Corporation, consistent with any terms of employment.

7.1.3 Each BTC Coach shall support the Mission Statement of BTC.

7.1.4 Each BTC Coach shall ensure that any person training under such Coach’s guidance at a sanctioned BTC training run shall be a Member in good standing.

7.2 The Search for Coaches.

7.2.1 When a vacancy arises in the position of Coach, the Board shall formulate

and document a procedure for a search for a new Coach, and shall conduct a diligent search and

recommend to the Corporation a candidate to fill the position.

7.2.2 Upon the conclusion of the search, the Board shall call a special meeting of the Members of the Corporation at which time the Board shall recommend a candidate for the position of Coach in a report that outlines its recommendations and the reasons for those recommendations. The Coach shall be ratified by a majority vote of the Members of the Corporation present in such meeting.

7.2.3 If the Board is unable to recommend a candidate for the position of Coach, the Board may appoint an interim Coach for a term of one year.

7.3 Coach and Personnel Compensation. The Board shall negotiate the employment contract or terms of the Coach’s employment with the Coach, determine his or her compensation, and have authority to grant subsequent increases in compensation to the Coach and to all other personnel of the Corporation.

7.4 Head Coach. The Board shall appoint one BTC Coach as head coach (the “Head Coach”). The Head Coach shall be responsible for coordinating with all other BTC Coaches to provide a consistent training experience for Members and support the Mission Statement of BTC. Upon the Board’s appointment of the Head Coach, such person shall also be appointed as a Director of the Board pursuant to Article 3 herein. The Head Coach’s role as a Director shall be contingent upon the Head Coach remaining in that role. If the Board determines to replace or remove the Head Coach pursuant to any employment agreement or arrangement between such parties, the Head Coach shall be deemed to have resigned from their role as a Director.

ARTICLE 8

EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate.

ARTICLE 9

PARLIAMENTARY PRACTICE

Except as otherwise provided herein, Robert's Rules of Order (as amended from time to time) shall be the standard parliamentary procedure in the Corporation used in deliberations of the Board and of the members of the Corporation, in the absence of any other rule or law governing the procedure in a particular situation.

ARTICLE 10

REFERENCES TO ARTICLES OF INCORPORATION

Reference to the Articles of Incorporation in these Bylaws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE 11

INDEMNIFICATION

11.1 Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by law, any Director, officer, or Coach for any amounts recoverable against such individual as a result of a lawsuit, provided it is determined that the action in question was taken in good faith or in reasonable reliance on professional advice in the course of their duties on behalf of the Corporation. Indemnification subject to this Article 11 shall include coverage of reasonable legal costs and attorneys’ fees, except in cases of (i) any breach of a Director’s duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in the Colorado Revised Nonprofit Corporation Act, as amended, or (iv) any transaction from which a Director derives an improper personal benefit in opposition to the Conflict of Interest Policy (as attached hereto).

If the Colorado Revised Nonprofit Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the preceding sentence, the liability of each director shall be eliminated or limited to the fullest extent provided by the Colorado Revised Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation under this Article as in effect immediately prior to such repeal or modification as to any act or omission occurring prior to such repeal or modification.

11.2 Liability Insurance. The Corporation shall maintain liability insurance through its membership with USA Track & Field (“USATF”) through the USA Track & Field General Liability Program. The corporation shall maintain good standing with USATF including updating times and locations of BTC training runs. The Board may, at its discretion, maintain (I) Directors and Officers liability insurance and (ii) employment practices liability insurance through USATF.

ARTICLE 12

AMENDMENTS TO BYLAWS

These Bylaws may be amended, altered or repealed and new Bylaws may be adopted by a two-thirds vote of the Board at any regular or special meeting.

ARTICLE 13

CONFLICT OF INTEREST POLICY

13.1 Conflict of Interest.

13.1.1 The Board has adopted a conflict of interest policy attached hereto as Exhibit A, pursuant to which each Director shall annually review the policy and complete the acknowledgment and disclosure form related thereto and provide such form to the Board. The Board shall determine whether a conflict of interest exists for the Director, and, if so, whether refraining from voting or deliberating in any matter is required to comply with such Director’s fiduciary duty to the Corporation. If a Director must refrain from deliberating or voting, the minutes of meetings at which such votes are taken shall record such abstention and the rationale.

13.1.2 A majority of the Board and a majority of the members of any committee shall consist of persons who have no financial interest in the affairs of the Corporation. Persons deemed to have a financial interest in the affairs of the Corporation include persons receiving grants or compensation (other than reimbursement of expenses) from the Corporation; independent contractors for services with the Corporation; persons with a financial relationship with such an independent contractor or grantee (such as owners or employees of the independent contractor or grantee); and close family members of the foregoing.

13.1.3 If a Director, officer, or committee member has a financial interest conflicting with the interest of the Corporation in any matter (such as whether to enter into a contract with, or make a grant to, such individual or an organization with which such individual is associated), then the individual must bring the conflict to the attention of the Board, officers, and committee members and refrain from deliberating or voting in any decision with respect to the matter.

[Signature page follows.]

IN WITNESS THEREOF, the undersigned Directors hereby acknowledge approval of these Bylaws effective as of the date first written above.

Ian Anderson, Director

Gabi Patarini Anderson, Director

Devin Rourke, Director

Nick Jocelyn, Director

EXHIBIT A

CONFLICT OF INTEREST POLICY

(See attached.)

ARTICLE I

PURPOSE

The Board of Directors (the “Board”) of Boulder Track Club Incorporated, a Colorado nonprofit corporation (the “Corporation”) acknowledges that conflicts of interest may occasionally arise and that neither the elimination from the Board of all persons who might potentially have any such conflict nor the avoidance of all transactions involving a conflict of interest would necessarily serve the best interest of the Corporation. Nonetheless, each Director (capitalized terms not defined herein shall have the meaning set forth in the Amended and Restated Bylaws, as may be amended, restated, amended and restated, or supplemented from time to time) is encouraged to avoid undisclosed conflicts of interest and to refrain from influencing the Board’s action on a matter in which such Director is financially interested. It is therefore the policy of the Corporation to avoid participation of any Director in the Board’s consideration of a matter which poses a conflict of interest for that trustee. The purpose of this Conflict of Interest Policy (the “Policy”) is to protect the interests of the Corporation when the Board is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Director of the Corporation or might result in a possible excess benefit transaction. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

ARTICLE II

DEFINITIONS

1. Interested Person. “Interested Person” means any Director, officer or member of a committee of the Board with powers delegated by the Board who has a direct or indirect Financial Interest.

2. Financial Interests. “Financial Interest” means any of the following interests or arrangements, either direct or indirect (through business, investment, or family):

(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement;

(b) A compensation arrangement with the Corporation, or any entity with which the Corporation has a transaction or arrangement; or

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

3. Compensation. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. Further, a Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the Board decides under Article 3, Section 2 of this Policy that a conflict of interest exists.

ARTICLE III

PROCEDURES

1. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board regarding the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the interested person, the Interested Person shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining members of the Board shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest. After the Board determines that there is a conflict of interest, the Board shall comply with the following procedures:

(a) The Interested Person may make a presentation at the Board meeting regarding the conflict of interest, but after the presentation, the Interested Person shall leave the meeting. After the Interested Person leaves the meeting, the remaining members of the Board will discuss and vote on the transaction or arrangement involving the conflict of interest;

(b) The individual presiding at the Board meeting shall, if appropriate appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement;

(c) After exercising due diligence, the Board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest; and

(d) If a more advantageous transaction or arrangement is not reasonably possible under the circumstances that would not produces a conflict of interest, the Board shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for the Corporation’s benefit, and whether it is fair and reasonable. If conformity with the above determination the Board shall make its decision regarding the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy.

(a) If the Board has reasonable cause to believe that an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform such Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose.

(b) If the Board determines the Interested Person has failed to disclose an actual or possible conflict of interest, after hearing the Interested Person’s response and performing a further investigation as warranted by the circumstances, it shall take appropriate disciplinary and corrective action.

ARTICLE IV

RECORDS OF PROCEEDINGS

The minutes of the Board meeting shall contain:

(a) The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present and the board of trustee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussion and votes relating to such transactions or arrangement, the content of the discussion, any proposed alternatives to the proposed transaction or arrangement and records of any votes taken in connection with the proceedings.

ARTICLE V

STATEMENT OF UNDERSTANDING

Each Director, Officer and committee member shall sign a statement upon the adoption of this Policy or, if later, his or her appointment to such position. The statement shall affirm that he or she:

(a) Has received a copy of this Policy;

(b) Has read and understands this Policy;

(d) Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VI

PERIODIC REVIEWS

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include a review of whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or an excess benefit transaction.

ARTICLE VII

USE OF OUTSIDE EXPERTS

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