BYLAWS OF

HOUSTON MASTERS SPORTS ASSOCIATION

A Texas Nonprofit Corporation

Amended as of April 30, 2023

AMENDED BYLAWS OF

HOUSTON MASTERS SPORTS ASSOCIATION AMENDED AS OF APRIL 30, 2023

ARTICLE 1 NAME

ARTICLE 2 PURPOSE

ARTICLE 3 AFFILIATION

ARTICLE 4 BOARD OF DIRECTORS

Section 1.      Responsibilities

Section 2.   Composition of Board of Directors Section 3.              Term of Office

Section 4.      Duties

Section 5.      Eligibility

Section 6.      Nominations

Section 7.      Compensation of Board Members

ARTICLE 5 MEMBERSHIP

Section 1.      Eligibility

Section 2.                  HMSA Code of Conduct Section 3.       Dues

Section 4.      Types of Memberships

ARTICLE 6 MEETINGS

Section 1. Annual Meetings Section 2. Board Meetings Section 3. Special Meetings Section 4. Digital Meetings

ARTICLE 7 COMMITTEES

ARTICLE 8

FINANCES

Section 1. Fiscal Year Section 2. Overview

Section 3. Handling of Funds Section 4. Restrictions

ARTICLE 9 INDEMNIFICATION OF BOARD MEMBERS

Section 1.                  Right to Indemnification Section 2.        Advance Payment Section 3.                  Appearance as a Witness Section 4.                  Nonexclusivity of Rights Section 5.                  Insurance

Section 6.      Savings Clause

ARTICLE 10 DONATIONS

Section 1.                     Charitable Donations Section 2. Limit

ARTICLE 11 DISPOSITION OF ASSETS

ARTICLE 12 MISCELLANEOUS PROVISIONS

Section 1.      Resignations

Section 2.     Action Without a Meeting of the Board of Directors Section 3.                     Gender

Section 4.      Transfer of Knowledge

ARTICLE 13 CONFLICT OF INTEREST

Section 1.      Overview

Section 2.      Conflict-of-Interest Policy

ARTICLE 14 PRIVACY POLICY

ARTICLE 15

AMENDED BYLAWS OF

HOUSTON MASTERS SPORTS ASSOCIATION AMENDED AS OF APRIL 30, 2023

ARTICLE 1 NAME

The name of the organization shall be “Houston Masters Sports Association.” “HMSA” and “Houston Masters” are acceptable references to the Association. The Association maintains a presence online at Houstonmasters.org.

ARTICLE 2 PURPOSE

The Houston Masters Sports Association (HMSA) was established in 1974. We are a running club for runners of all ages, paces and distances, including Boston qualifiers, ultra runners, average runners and runners who finish last. A number of our members enjoy running as a team. The camaraderie can be more important than the speed.

Together we regularly field teams for the Texas Independence Relay, Ragnar Hill Country Relay, Bayou City Classic Centipede, Tornados XC Relay and HARRA XC Relay. We organize the annual HMSA Classical 25K, 10 Miler and 5 Kilometer. The 25K is part of the warm-up series for the Chevron Houston Marathon.

ARTICLE 3 AFFILIATION

HMSA shall be a chapter of the Road Runners Club of America and will consider relevant measures adopted by RRCA. Houston Masters will pay annual dues to this national club as required for membership.

ARTICLE 4 BOARD OF DIRECTORS

Section 1. Responsibilities. The Board of Directors is the governing authority and has total oversight over the management of HMSA’s affairs and property so that the club can carry out its purpose. This general mandate includes, but is not limited to:

·       Fiduciary, legal and strategic oversight, and guiding the organization by adopting sound, ethical policies and monitoring the club’s programs, services and property.

·       Reviewing all information provided by the treasurer and other board members related to oversight for the organization.

·       Participating in all scheduled board meetings unless excused for an absence.

·       Ensuring adequate resources and financial sustainability for the club, which requires fundraising support and engagement by all board members, including volunteering to help with the HMSA Classic 25K and helping recruit new members.

·       Serving as ambassadors for the Association.

·       Hiring and setting compensation for any independent contractors, race directors or other professionals.

All board members shall be elected by a majority vote of those present at the annual meeting of the HMSA members. The board shall perform its duties with the understanding that the property and affairs of HMSA are subject to any restrictions imposed by applicable law, the Articles of Incorporation filed with the Secretary of State of Texas on September 28, 1990 (the “Original Articles of Incorporation”) and any amendments filed with the Secretary of State of Texas (collectively, the “Articles of Incorporation”) or these amended bylaws.

Section 2. Composition of Board of Directors. The Board of Directors shall consist of a president, vice president, secretary, treasurer and seven general board members, which makes the total an odd number to avoid a tie vote. If HMSA’s immediate past president wants to remain on the board as a general board member, that individual can claim one of the general board positions without having to be elected. Candidates for the rest of the board positions will be elected at the Annual Meeting of the members. If the organization’s membership increases significantly, the number of directors may be increased by the unanimous action of the then-qualified and serving directors, provided that the total number of board members is an odd number. Any two or more offices may be held by the same persons, except the offices of president and secretary. The Board of Directors may from time to time elect or appoint other officers, who shall have such authority and responsibility as assigned to them by the board.

Section 3. Term of Office. The term of office for each officer and other board members shall expire at the next succeeding annual meeting of the members at which officers and other board members are elected. The president will appoint a member to any board seat vacated during a term, with approval by a majority of the board, within 60 days of resignation of the seat. Appointed terms will end with the term of the seat, which is at the close of the annual meeting of the members. Any officer or other board member may be removed by a majority vote of the Board of Directors or a majority vote of the members whenever in their judgment that HMSA’s best interests would be served by such change.

Section 4. Duties. The president will serve as HMSA’s principal executive officer, schedule and preside over meetings, represent HMSA to the RRCA, have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Association and appoint committees and chairpersons with approval from the board. The vice president will assume the powers of the president in his or her absence and take on special assignments as requested by the president. The secretary will record minutes at all meetings, keep a file of such minutes, oversee the election process for all board members and, when requested by the board, accept assignments involving correspondence and the keeping of records. The

treasurer will oversee the budget planning process, ensure adequate income is available to achieve the budgeted expenses, safeguard the Association’s assets, draft financial policies for board approval, anticipate and report financial problems, ensure the board receives regular and accurate financial statements, ensure that federal, state, and local reporting takes place and other duties as requested by the president.

Section 5. Eligibility. All board members must be dues-paying members of HMSA and in good standing. No one who is hired to provide a service, such as race director, should serve as a director on the board. The treasurer and any other board members who are designated with the authority to sign checks for HMSA or the 25K or who handle cash and/or work with kids at HMSA events are subject to a background check.

Section 6. Nominations. At least one month in advance of the annual meeting of the members, an article asking members who want to be a candidate for the board to notify the president so their name can be included on the ballot will be published in the HMSA newsletter or in a separate email to all members. The president will also contact the current board members to ask if they want to continue serving on the board. The names of the candidates will be published in a separate email to the members at least five (5) days before the elections at the annual meeting. Members can also nominate write-in candidates during the annual meeting.

Section 7. Compensation of Board Members. No person serving on the board may receive salary or compensation for personal services rendered to the Association in their role with HMSA. Board members may be reimbursed for expenses actually incurred in the performance of their duties.

ARTICLE 5 MEMBERSHIP

Section 1. Eligibility. Membership in HMSA is open to everyone regardless of age, race, gender, sexual orientation, ethnicity, religion and any other criteria protected by federal, state and local laws. HMSA has an ongoing commitment to diversity, equity and inclusion. Members are expected to follow the HMSA Code of Conduct, which shall be posted on the HMSA website. If a member violates the Code of Conduct, the board will decide on a case-by-case basis whether that member should be expelled from the club and the length of the expulsion.

Section 2. HMSA Code of Conduct:

·       Show respect for fellow club members at all times.

·       Show respect and appreciation for the volunteers who give their time to help the club and/or events.

·       Never yell, taunt or threaten physical violence toward other members of the club, a volunteer or event spectator. Members with a criminal history of violence or with a legal restraining order against them by another member may be barred from membership and participation in all club activities.

·       Never use abusive or vulgar language or make racial, ethnic or gender-related slurs or derogatory comments at club-hosted events.

·       Never make unwanted sexual or physical contact with other members. Members found to be listed on a sex-offender registry, convicted of a sex crime or caught having, creating or distributing child pornography will be immediately barred from membership and all participation in club activities.

·       Abide by race rules and engage in fair competition, which includes anti-doping compliance, no course-cutting or other means of gaining a competitive advantage that is considered cheating when participating in club races or other races where the member may represent the club by wearing an HMSA-branded singlet, shirt, cap or other attire.

·       Always report violations of the HMSA Code of Conduct to the Board of Directors in writing.

Section 3. Dues. Membership in HMSA will be on an annual basis that starts January 1. Dues paid on or after January 1 will apply only to the remainder of that calendar year.

The Board of Directors will determine the membership fee each year.

Section 4. Types of Memberships. Individual and family memberships are available. A family membership includes an individual, his or her spouse, or his or her companion with whom the individual lives at the same address, and their children. A family membership is entitled to a maximum of two votes for elections or other HMSA matters of business.

ARTICLE 6 MEETINGS

Section 1. Annual Meetings. The annual meeting of the members shall be held in the spring, and the Board of Directors shall be elected at the annual meeting for a one-year term. All members who have paid their dues by the date of the annual meeting are eligible to vote. An announcement of the annual meeting and the slate of nominees for the Board of Directors shall be published in the HMSA newsletter or in a separate email at least a month in advance of the annual meeting. A quorum for the consideration of any matters upon which the members are to act shall consist of at least two officers of the Association and the lesser of 50 percent of the members or 25 members. If at any meeting of the members there is less than a quorum present, a majority of those members present may adjourn the meeting. The act of at least a majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless the act of the greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 2. Board Meetings. The president will schedule a meeting of the Board of Directors at least twice a year and will designate the place, time and agenda, including the order of business. At all meetings of the Board of Directors the president shall preside, and in the absence of the president the vice president shall preside. If neither the president nor vice president is present, a chair shall be chosen by the Board of

Directors from among the directors present. The secretary of the Association shall act as secretary of all meetings of the Board of Directors, but in the absence of the secretary, the person presiding over the meeting (president, vice president or chair) may appoint any person to act as secretary of the meeting. A quorum (majority) of the board members must be present to take any official action on matters pertaining to HMSA’s purpose. If at any meeting of the Board of Directors there is less than a quorum present, a majority of the directors present may adjourn the meeting. The act of at least a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws.

Section 3. Special Meetings. A special meeting of the Board of Directors can be held whenever called by the secretary, upon written request of any three directors, or by the president. Notice of a special meeting shall not be required. A quorum of the Board of Directors must be present to take official actions.

Section 4. Digital Meetings. The Board of Directors may participate in and hold an annual meeting, a regular meeting or a special meeting via Zoom, conference call or other digital means that will allow all persons participating in the meeting to hear each other. The same requirements for a quorum as stated in Sections 1, 2 and 3 apply.

ARTICLE 7 COMMITTEES

Section 1. Committees. Pursuant to and subject to provisions of Article 2.18 of the Texas Nonprofit Corporation Act, TEX. REV. STAT. ANN. Art 1396, the Association may designate or establish one or more committees. In the case of any such committee which shall have and exercise the authority of the Board of Directors in the management of the Association, at least a majority of the members of any such committee must be members of the Board of Directors.

ARTICLE 8 FINANCES

Section 1. Fiscal Year. The Association’s fiscal year shall be the year beginning January 1 and ending December 31.

Section 2. Overview. The board establishes an annual operating budget and sets membership dues and event entry fees to support the budget. The board may authorize the president and/or any other officer to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association with approval of a majority of the Board of Directors.

Section 3. Handling of Funds. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of HMSA are signed by authorized officers in accordance with policies and procedures adopted by the board. All monies for the Association are deposited to the credit of HMSA in banks that are members of

or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency.

Section 4. Restrictions. No HMSA funds may be deposited in the personal account of a member of the board. The treasurer reviews the status of the general fund at least quarterly. At the same time, he or she reviews a forecast of estimated deposits and disbursements for the succeeding quarters. If the president and the treasurer determine that the balance of general funds exceeds the amount required for routine operating expenses, then the excess funds may be invested as authorized by the board. No loans shall be made by the Association to the members of the board or anyone hired to perform services, such as race director.

ARTICLE 9 INDEMNIFICATION OF BOARD MEMBERS

Section 1. Right to Indemnification. Subject to any limitations and conditions in these Bylaws, including, without limitation, this Article 9, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or preceding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal of a proceeding, or any inquiry or investigation that could lead to a proceeding, by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a board members of the Association, or while a board member of the Association is or was serving at the request of the Association as officer or other board member, officer, partner, venture, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, shall be indemnified by the Association to the fullest extent authorized by the act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment) against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including, without limitation, attorneys’ fees) actually incurred by such person in connection with a proceeding. If the proceeding was brought by or on behalf of the Association, indemnification provided by these Bylaws shall be limited to reasonable expenses actually incurred or suffered by such person in connection therewith. Indemnification under these Bylaws shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnify hereunder. In no case, however, shall the Association indemnify any person, or the legal representatives of any person, with respect to any matters as to which such person shall be finally adjudged in any such proceeding to be liable on the basis that personal benefit resulted from an action taken in such person’s official capacity, or in which such person is found liable to the Association. Any person entitled to indemnification pursuant to these Bylaws is sometimes referred to herein as an “indemnified person.”

Section 2. Advance Payment. An indemnified person’s right to indemnification conferred in these Bylaws shall include the right to be paid or reimbursement by the Association

for the reasonable expenses incurred by an indemnified person who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding, provided, however, that the payment of such expenses incurred by an indemnified person in advance of the final disposition of a proceeding shall be made only upon delivery to the Association of a written affirmation by such indemnified person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under these Bylaws and a written statement undertaken by or on behalf of such indemnified person to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under these Bylaws or otherwise.

Section 3. Appearance as a Witness. Notwithstanding any other provision of these Bylaws, the Association may pay or reimburse expenses incurred by an indemnified person in connection with his or her appearance as a witness or other participation in a proceeding at a time when he or she is not a named defendant or respondent in the proceeding.

Section 4. Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 9 shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any law (common or statutory), the Articles of Incorporation, these Bylaws, agreement, vote of disinterested board members or otherwise.

Section 5. Insurance. The Association may purchase and maintain insurance at its expense to protect itself, including the Board of Directors and any indemnified person, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under this Article 9.

Section 6. Savings Clause. If this Article 9 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Association shall nevertheless indemnify and hold harmless each Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by an applicable portion of the Article 8 that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE 10 DONATIONS

Section 1. Charitable Donations. Donations to nonprofit charitable organizations, contributions to which are deductible under Section 170(c) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent laws, may be made each calendar year, provided that a majority of the Board of Directors approve the selection of the recipient charitable organization(s). A member in good standing may bring such request for donations to the Board of Directors for consideration.

Section 2. Limit. Up to 50 percent of the net income from the previous year's earnings may be donated to nonprofit organizations. The amount shall be determined

by a majority of the Board of Directors. In addition, payments to a nonprofit organization may be made when that organization provides services to HMSA. This amount shall not be considered as part of the donation of up to 50 percent of the net income from the previous year's earnings to nonprofit organizations.

ARTICLE 11 DISPOSITION OF ASSETS

Upon the dissolution of HMSA, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code or corresponding section of any future federal tax code, or local government, for a public purpose. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, officers, directors or other private persons, except that the Board of Directors or a duly authorized committee shall be empowered to pay all bills for services rendered and to make payments and distributions to nonprofit organizations that meet the criteria in Article 10 of these Bylaws.

No part of the net earnings of HMSA inures to the benefit of, or is distributable to, its members, trustees, officers or other private persons, except that the Association may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article 2. No substantial part of HMSA’s activities can be the carrying on of propaganda or otherwise attempting to influence legislation. The Association may not participate in nor intervene in, including the publishing or distribution of statements, any political campaign on behalf of any candidate for public office.

Regardless of any other provision of these articles, HMSA may not carry on any other activities not permitted to be carried on by a corporation that is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE 12 MISCELLANEOUS PROVISIONS

Section 1. Resignations. A board member 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 president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 2. Action Without a Meeting of the Board of Directors. Any action required by law or the Bylaws to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors may be taken without such a

meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the board members.

Section 3. Gender. Where appropriate, references herein to “his or her” and “he or she” are implied to include nonbinary pronouns.

Section 4. Transfer of Knowledge. A database containing how-to information for all aspects of HMSA and historical data about the Association will be stored online.

ARTICLE 13 CONFLICT OF INTEREST

Section 1. Overview. The members of the Board of Directors shall serve without salary, and no part of the net income of HMSA shall inure to the benefit of its directors, officers or other private persons, provided, however, that HMSA may make payments and distributions to third parties, including payments to defray the reasonable operating expenses of the Association.

The board may authorize for reimbursement, in accordance with the Association’s policies on reimbursements, the reasonable expenses incurred by members of the board in the performance of their duties.

Section 2. Conflict-of-Interest Policy. The board shall abide by this HMSA Conflict-of-Interest Policy adopted Sept. 22, 2017:

·       The officers, directors, and employees of the Houston Masters Sports Association owe a duty of loyalty to the HMSA, which requires that in serving HMSA they act not in their personal interests or in the interests of others, but rather solely in the interests of the HMSA. Officers, directors, and employees must have undivided allegiance to HMSA’s mission and may not use their positions, information they have about HMSA, or HMSA’s property, in a manner that allows them to secure a pecuniary benefit for themselves or their relatives.

·       The conduct of personal business between any officer, director, and employee and HMSA is prohibited according to the HMSA Bylaws. Business transactions of the HMSA in which an officer, director or employee has an interest is prohibited in accordance with the HMSA Bylaws. Proposed transactions shall be reviewed carefully to determine that they are in the best interests of HMSA and that they will not lead to a conflict of interest.

·       For the purposes of this policy, an officer, director or employee has an interest in a proposed transaction if he/she has a substantial financial interest in it, or has a substantial financial interest in any organization involved in the proposed transaction, or holds a position as trustee, director, general manager, principal officer or employee in any such organization. Prior to the start of any negotiations, or consideration of a grant request by the HMSA, officers, directors and employees are expected to make full disclosure, to the best of their knowledge, of any dual interest in a proposed transaction by submitting a report to the president or other officer designated by the board to handle such matters, supplying any reasons why the transaction might not be in the best interest of

HMSA. In matters requiring prior approval of the Board of Directors, the president or other officer shall forward copies of this disclosure report to the board before its approval.

·       An officer, director or employee with a dual interest in a proposed transaction shall not vote on the matter and, depending upon the circumstances, may be excluded from any discussion of the matter.

·       An officer, director or employee shall not use inside information of the HMSA for his/her personal benefit, or use such inside information or his/her position as officer, director or employee to the detriment of HMSA. Inside information is

information obtained through the officer’s, director’s or employee’s position that has not become public information.

·       Each officer, director and employee has a duty to place the interests of HMSA foremost in any dealings involving the HMSA and has a continuing responsibility to comply with the requirements of this policy. On an annual basis, each officer and director is required to complete a Conflict-of-Interest Disclosure Statement.

ARTICLE 14 PRIVACY POLICY

Houston Masters Sports Association is the sole owner of the personal information collected on its sites and through other means. The Association will not sell, share, rent or otherwise disclose this information to other parties. The membership application asks for contact information such as name, address, phone number and e-mail address. This information is used to create a membership database so the Association can contact members about topics pertaining to the club and to email the monthly newsletter. HMSA has the right to publish the name, phone number and email of board members and committee/program/project leaders and participants on its website or in print for contact purposes. HMSA is required to share contact information on all the Association’s officers and other board members with the Internal Revenue Service. Credit card information required for payment of membership dues and for registration for the HMSA Classical 25K race is handled by third-party sites. HMSA is not responsible for the privacy policies of these third-party entities but upon request can help members find the privacy policies on the websites of the third-party vendors.

ARTICLE 15 AMENDMENTS

The Bylaws may be altered, amended or repealed by affirmation vote of the majority of the members at any annual meeting of the members or at any other meeting of the members if notice of the proposed amendment is contained in the notice of such meeting.

An amendment becomes effective upon adoption, unless another date is specified as part of the amendment.