BYLAWS OF TRAVERSE CITY TRACK CLUB, INC. a Michigan Nonprofi Corpora ion ARTICLE I NAME AN!

OR"ANI#ATION Th$ na%$ of hi& Michigan nonprofi corpora ion &ha'' ($ Tra)$r&$ Ci * Trac+ C',(, Inc. - h$ .Corpora ion/0. Th$ Corpora ion i& organi1$2 ,pon a 2ir$c or&hip (a&i&. ARTICLE II 3UR3OSE S$c ion 4. 3,rpo&$. Th$ Corpora ion i& organi1$2 $5c',&i)$'* a& a chari a('$ organi1a ion 6i hin h$ %$aning of In $rna' R$)$n,$ S$r)ic$ Co2$ - h$ .Co2$/0 S$c ion 784-c0-90, or h$ corr$&pon2ing &$c ion of an* f, ,r$ f$2$ra' a5 co2$, for h$ p,rpo&$ of -40 pro%o ing an2 $nco,raging h$a' h, fi n$&&, fa%i'* r$cr$a ion an2 co%p$ i ion for a'' in2i)i2,a'& in h$ co,n i$& of "ran2 Tra)$r&$, Ka'+a&+a, L$$'ana,, An ri% an2 B$n1i$, hro,gh h$ ac i)i i$& of r,nning, rac$6a'+ing, an2 6a'+ing: -;0 pro%o ing an2 con2,c ing co%p$ i i)$ rac$& or o h$r r,nning<6a'+ing $)$n &: -90 $2,ca ing h$ p,('ic a& o h$ h$a' h ($n$fi & of r,nning an2 6a'+ing: -=0 pr$&$n a ion of a6ar2&: -70 gran ing of $2,ca iona' &cho'ar&hip& an2 co%%,ni * gran &: ->0 par icipa ion in an2<or in& i , ion of r$&$arch pro?$c & r$'a ing o i & $5$%p ac i)i i$&: -@0 %ain aining %$%($r&hip in h$ Roa2 R,nn$r& C',( of A%$rica, Inc., a nonprofi corpora ion $5$%p fro% a5a ion ,n2$r S$c ion 784-c0-90 of h$ Co2$: an2 -A0 2oing a'' o h$r hing& an2 $5$rci&ing a'' corpora $ po6$r& n$c$&&ar* o carr* o, i & p,rpo&$, 6i h a'' h$ po6$r& conf$rr$2 ,pon i (* h$ pro)i&ion& of h$ Michigan Nonprofi Corpora ion Ac , ($ing Ac 4>; of h$ 3,('ic Ac & of 4BA;, a& a%$n2$2 - h$ .Ac /0, pro)i2$2 a'' &,ch ac i)i i$& &ha'' ($ in f,r h$ranc$ of h$ Corpora ionC& $5$%p ac i)i i$& a& 2$fin$2 (* S$c ion 784-c0-90 of h$ Co2$ an2 h$ r$g,'a ion& pro%,'ga $2 h$r$,n2$r. Th$ Corpora ion, inc',2ing a'' ac i)i i$& inci2$n o i & p,rpo&$&, &ha'' a a'' i%$& ($ con2,c $2 &o a& o ($ an organi1a ion 2$&cri($2 in S$c ion 784-c0-90 of h$ Co2$. No 6i h& an2ing an* o h$r pro)i&ion of h$&$ B*'a6&, h$ Corpora ion &ha'' no carr* on an* ac i)i i$& no p$r%i $2 o ($ carri$2 on -a0 (* a Corpora ion $5$%p fro% f$2$ra' inco%$ a5 ,n2$r S$c ion 784-c0-90 of h$ Co2$: -(0 (* a Corpora ion, con ri(, ion& o 6hich ar$ 2$2,c i('$ ,n2$r S$c ion 4@8-c0-;0, S$c ion ;877-a0-;0 or S$c ion ;7;;-a0-;0 of h$ Co2$: or -c0 (* a nonprofi corpora ion organi1$2 ,n2$r h$ 'a6& of h$ S a $ of Michigan p,r&,an o h$ pro)i&ion& of h$ Ac , a& a%$n2$2. No par & of h$ a&&$ & or n$ $arning& of h$ Corpora ion &ha'' in,r$ o h$ ($n$fi of or ($ 2i& ri(, a('$ o i & !ir$c or&, offic$r& or o h$r pri)a $ p$r&on&, $5c$p ha h$ Corpora ion &ha'' ($ ;

authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. ection !. "ules of #rder. $arliamentary $rocedure contained in the current edition of "obert%s "ules of #rder Newly "evised shall govern the Corporation in all Board &eetings, 'nnual &eeting, Committee &eetings, pecial Committee &eetings and tanding Committee &eetings to which they apply and in which they are consistent with these bylaws and any special rules of order which the Board of (irectors may from time to time adopt. &eetings will use agendas and record and approve &inutes. 'll 'gendas and &inutes shall be delivered to the ecretary for deposit in the Corporation%s "ecords. ARTICLE III MEMBERS ection ). *ligibility for &embership. &embership in the Corporation shall be open to any individual, without regard to race, creed, color, age, gender, se+ual orientation, disability, national origin or level of physical fitness, provided the individual satisfies the following re,uirementsa. .as an interest in the purposes and goals of the Corporation/

b. Complies with all of the Corporation%s bylaws, rules, policies and procedures governing membership.

ection !. 0ermination of &embership. &embership may be terminated by the Board of Directors in the event an individual fails to satisfy the re,uirements of ection ) above. ection 1. 2ist of &embers. 0he &embership Coordinator, appointed by the board, shall keep and maintain a complete list of the rostered &embers. ARTICLE IV BOARD OF DIRECTORS ection ). Number and 3ualification. 0he property, business and affairs of the Corporation shall be managed under the direction of its Board of (irectors (the 4Board5), which shall consist of a minimum of seven (6) and a ma+imum of fifteen ()7) voting members, natural persons, consisting of the *+ecutive Committee ($resident, the 8ice9$resident, the 0reasurer and the ecretary), and eleven ())) at9large directors (collectively, the 4(irectors5). 3

ection !. 0enure and *lection. 0he term of all elected positions is two (!) years. *+ecutive Committee and (irectors shall be elected by an affirmative vote of the ma:ority of the members voting. (irectors may serve more than one ()) consecutive term. 'n *+ecutive Committee or (irector may be elected to the same office or to a different office. .owever, the *+ecutive Committee can only serve three (1) consecutive elected terms in one position. 'lternate year electionsBoard elections will be divided into two groups;roup )- $resident, 8ice9$resident, up to si+ (<) at large directors are elected in even numbered years. ;roup !- 0reasurer, ecretary, up to five (7) at large directors are elected in odd numbered years. ection 1. 8acancies. =henever a vacancy occurs in the *+ecutive Committee and>or (irector(s) resulting in an une+pired term, the $resident shall make a recommendation to fill such vacancy for the une+pired term. 'ny appointment shall be ratified by the Board. ' "esolution of the Board confirming the election or appointment of the *+ecutive Committee and>or (irector(s) shall be filed with the minutes of the ne+t meeting. ection ?. "esignation and "emoval. ' Board &ember (irector may be removed with or without cause at any time upon the affirmative vote of the ma:ority of the Board then in office. ' Board &ember may resign at any time upon providing the Corporation with a written notice of resignation, which resignation shall be effective upon receipt by the Corporation or at a subse,uent time as set forth in the notice. ection 7. 'nnual &eeting. 'n annual meeting of the Board shall be held each year within the third (1rd) ,uarter, at such time and place as the Board may designate. 'nnual meetings shall be announced no less than thirty (1@) days prior to the scheduled meeting. ection <. "egular &eetings. "egular meetings of the Board will be held at least ,uarterly at a time and place as determined by a Board resolution. 'll regular meetings of the Board shall be open to the public. 0he place, date and time, and agenda of the meeting shall be posted on the Corporation%s website three (1) calendar days prior to each meeting. &inutes of all regular meetings of the Board shall be posted on the Corporation%s website. ection 6. pecial &eetings. pecial meetings of the Board may be called by the $resident or any two Board &embers at a time and place as determined by those persons authorized to call special meetings. 'll special meetings of the Board shall be open to the public. 0he place, date and time, and agenda of the meeting shall be posted on the Corporation%s website three (1) calendar days prior to each meeting. &inutes of all special meetings of the Board shall be posted on the Corporation%s website. Notice of the time and place of special meetings shall be given to each Board &ember by attempted confirmed communication at least three days before the 4

meeting. 0he three day re,uirement can be waived in the case of emergent situations as determined by at least two (!) members of the *+ecutive Committee. ection A. &eeting by 0elephone or imilar *,uipment. ' Board &ember may participate in a meeting by electronic communications through which all persons participating in the meeting can hear each other. $articipation in a meeting pursuant to this section constitutes presence in person at the meeting. ection B. Closed essions. 0he Board may hold a closed session only upon a motion made and adopted at a regular and>or special meeting. 0he Board may hold a closed session and e+clude the public only for the following purposes()) 0o consider the ,ualifications, competence, performance, character, fitness, conditions of appointment, or conditions of employment of any Board &ember or contract employee or prospective Board &ember or contract employee/ or to hear or investigate a complaint, charge, or grievance by or against any Board &ember or contract employee. Cinal action making an appointment or discharge or removal of any Board &ember or contract employee shall be taken in an open meeting. (!) 0o plan, conduct, or hear reports concerning investigations of alleged criminal misconduct. 0o consult with an attorney retained by the Board on these related matters in order to preserve the attorney9client privilege between the attorney and the Board. ection )@. 3uorum. ' ma:ority of the Board &embers then in office constitutes a ,uorum for the transaction of any business at any meeting of the Board, other than for the purposes of the removal of a Board &ember. 'ctions voted on by a ma:ority of the Board &embers present at a meeting where a ,uorum is present shall constitute authorized actions of the Board. $ro+ies are not permitted at the Board level. ection )). ;eneral $owers as to Negotiable $aper. 0he Board shall, from time to time, prescribe the manner of making signature or endorsement of checks, drafts, notes, acceptances, bills of e+change, obligations and other negotiable paper or other instruments for the payment of money and designate the officer or officers, agent or agents, who shall from time to time be authorized to make, sign or endorse the same on behalf of the Corporation. ection )!. $owers as to #ther (ocuments. 0he Board may authorize any officer or officers, agent or agents, to enter into any contract or e+ecute or deliver any conveyance or other instrument in the name of the Corporation, and such authority may be general or confined to specific instances. =hen the e+ecution of any contract, conveyance or other instruments has been authorized without specification of the officers authorized to e+ecute, the same may be e+ecuted on behalf of Corporation by the $resident. ection )1. Contract *mployees. 0he Board shall employ contract employees to perform such duties as specified by the Board. uch contract employees shall be reasonably 5

compensated for services rendered to the Corporation, as determined by the Board. 0he Board shall conduct performance evaluations and salary reviews of such contract employees per their contract. ection )?. Compensation. Board &embers shall serve without compensation, other than complimentary entries into all of the Corporation%s race events and waiving of 0C0C membership fee during their tenure. 'll $residents serving a full term shall receive a lifetime membership to 0C0C. Board &embers may also be contract employees, but shall abstain from decision related to such contracts. Board &embers may be reimbursed for actual, reasonable, and necessary e+penses incurred in their capacity as a Board &ember. 0he Board will determine appropriate e+penses. ARTICLE V EXECUTIVE COMMITTEE ection ). *+ecutive Committee. 0he officers of the Corporation shall be the $resident, 8ice $resident, ecretary, and 0reasurer. Criminal background checks shall be performed on an ongoing basis throughout the year on members of the *+ecutive Committee. 0he $resident or a duly authorized official should manage any criminal background check procedure on behalf of the Corporation. 0he results of the criminal background checks shall be kept strictly confidential and only if a background check discloses a criminal conviction of a theft related or fraudulent crime within a fifteen ()7) year period, this person shall be dis,ualified from a position involving the handling of funds. ection !. *lections. 'll officers of the *+ecutive Committee and Board &embers shall be elected by a ma:ority vote of the members in good standing via either electronic voting or a hand ballot. 0he Nominating Committee (hereafter 4NC5) nominates candidates for elective office (Board of (irectors) with the aim of building a Board that will effectively govern the 0C0C. $rocedure- (B'& D Before the start of the 'nnual &eeting) ()) B@ days B'& the NC advises the 0C0C membership as to which Board positions will be open at the ne+t annual meeting. 't the same time, it solicits nominations, to be submitted in writing to the NC chair of the names and ,ualifications of individuals to fill the e+piring terms. (!) <@ days B'&- NC presents its slate of recommended candidates, consisting of at least one candidate for each position to the 0C0C membership through all appropriate means. 0he Board may take no action to change the recommendations of the committee. (1) ?7 days B'&- (eadline for non9slate nominations which must be submitted to the 0C0C. NC non9slate nominees re,uire two (!) additional members in good standing to 6

support the nomination in writing, along with a brief statement from the nominee (!7@ words or less) of how they meet the eligibility criteria of the office. ection 1. 0erms of #ffice. 0he term of office of all officers shall commence at the beginning of the Ciscal Eear and shall continue until the end of the Ciscal Eear, and thereafter until their respective successors are elected or until their resignation or removal. 'n officer may resign by written notice to the Corporation. 0he resignation shall be effective upon its receipt by the Corporation or at a subse,uent time specified in the notice of the resignation. 0he Board shall have the power to fill any vacancy in any office occurring for whatever reason. ection ?. "emoval. 'n *+ecutive Committee member may be removed with or without cause at any time upon the affirmative vote of a ma:ority of the Board then in office . ection 7. $resident. 0he $resident shall be the chief e+ecutive officer of the Corporation/ shall supervise the operations of the Corporation/ shall preside at all meetings of the Board/ shall have general management and control of the business and affairs of the Corporation sub:ect to the control of the Board/ and shall see that all orders and resolutions of the Board are carried into effect. Fn addition, the $resident shall have the authority to sign documents, contracts, and agreements on behalf of the Corporation ection <. 8ice $resident. 0he 8ice $resident shall, in the absence, disability, resignation, or removal of the $resident, perform the duties and e+ercise the powers of the $resident, and shall generally assist the $resident and perform other duties as the Board shall prescribe. #ne of the duties of 8ice $resident is to manage the process and maintenance of the Conflict of Fnterest $olicy ( ee 'ddendum B). ection 7. ecretary. 0he ecretary shall attend all meetings of the Board and shall cause to document all votes, minutes, contracts, agreements, policies, and procedures. 0he ecretary shall further cause to be performed like duties for the standing committee(s) when re,uired. 0he ecretary shall give or cause to be given, notice of all meetings of the Board. 0he ecretary shall see that all documents are archived in a secure place for future reference. ection A. 0reasurer. 0he 0reasurer shall oversee the care and custody of the funds of the Corporation utilizing a Board approved e+ternal Certified $ublic 'ccountant, and other valuable effects, including inventory. 0he 0reasurer shall ensure that full and accurate accounts of receipts and disbursements in books belonging to the Corporation are kept. 0he 0reasurer shall render to the $resident and Board at "egular &eetings of the Board, or whenever it may re,uest, an account of all financial transactions of the Corporation and of the financial condition of the Corporation. 'ny and all funds received by the Corporation shall immediately be deposited in the name and to the credit of the Corporation in such accounts as may be designated by the Board. 0he 0reasurer shall perform such other duties as may be prescribed by the Board, or the $resident under whose supervision the 0reasurer shall act. #ne of the duties of the 0reasurer is to manage the development and monitoring of the annual budget. 7

ARTICLE VI COMMITTEES OF THE BOARD ection ). Nominating Committee. 0he Nominating Committee shall consist of not less than three (1) Board &embers who shall be responsible for nominating ,ualified candidates for election or appointment to the Board, and to make such recommendations to the Corporation . ection !. tanding Committees. 0he Board shall maintain the Charitable ;ifts Committee, Bayshore Committee, ;irls on the "un Committee, and Compensation Committee as tanding Committees. &embers of these committees shall be approved by a ma:ority vote of the Board. ection 1. #ther Committees. 0he Board may designate other tanding and temporary committees as it shall deem appropriate. Committees shall have such authority as shall be delegated to them by the Board. ection ?. $rocedure. 'll committees and each committee member thereof, shall serve at the pleasure of the Board. 0he Board shall have the power at any time to increase or decrease the number of committee members. 'll committees shall keep minutes of all meetings, which shall be submitted to the succeeding meeting of the Board. ARTICLE VII INDEMNIFICATION ection ). Fndemnification. 0he Corporation shall, to the fullest e+tent now or hereafter permitted by law, indemnify any Board &ember or #fficer of the Corporation (and, to the e+tent provided in a resolution of the Board or by contract, may indemnify any Board &ember or non9Board &ember volunteer, #fficer, employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a Board &ember, #fficer, non9Board &ember, volunteer, employee or agent of the Corporation, or is or was serving at the re,uest of the Corporation as a Board &ember, #fficer, non9Board &ember, volunteer, employee or agent of another Corporation, partnership, :oint venture, trust or other enterprise, against e+penses, including attorney fees (which e+penses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as provided by law), :udgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted (or refrained from acting) in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person%s conduct was unlawful. 0he indemnification herein provided for shall continue as to a person who has ceased to be a Board &ember or #fficer of the Corporation and to the e+tent provided in a resolution of the Board or in any contract between the Corporation and such person, may continue as to the person who has ceased to be a non9Board &ember, volunteer, employee or 8

agent of the Corporation. 'ny indemnification of a person who was entitled to indemnification after such person ceased to be a Board &ember, #fficer, non9Board &ember, volunteer, employee or agent of the Corporation shall continue to inure to the benefit of that person and to the benefit of the heirs and personal representatives of such person. ection !. (etermination. 0he determination as to whether a Board &ember, #fficer, employee, or agent is entitled to indemnification as provided for in ection ) hereinabove shall be made in any of the following waysa. By the Board, by a ma:ority vote of a ,uorum consisting of Board &embers who were not parties to the action, suit or proceeding. b. Ff the ,uorum described in subdivision (a) is not obtainable, by ma:ority vote of a committee designated by the Board, in which Board &embers who are parties may participate, consisting solely of two or more Board &embers not parties to the action or proceeding. c. By independent legal counsel in a written opinion. ARTICLE VIII FISCAL AND ADMINISTRATIVE PROVISIONS ection ). Ciscal Eear. 0he fiscal year of the Corporation shall be Ganuary ) through (ecember 1). ection !. Cinancial "ecords. 0he Corporation%s financial records shall be e+amined annually by an e+ternal certified public accountant. 'll financial reports shall be submitted to the Board for approval. 0he Board shall vote at least every three (1) years as to whether to authorize an audit of the Corporation. ection 1. Contracts. 0he Board may authorize by resolution any officer or officers, agent or agents, to enter into any contract on behalf of the corporation and such authority may be general or confined to specific instances. ection ?. 2oans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. uch authority may be general or confined to specific instances. ection 7. Checks, (rafts, etc. 'll checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. 9

ection <. (eposits. 'll funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select. ection 6. "eserve Cund. Ft is the goal of the Corporation to maintain a reserve fund for contingency purposes with a targeted balance of 0wenty 0housand (ollars (H?@,@@@). ection A. Charitable ;ifts. "e,uests for charitable gifts must be submitted to 0he ;rand 0raverse "egional Community Coundation or other agency as determined by the Board on a charitable gifts re,uest form on a scheduled basis. 0he Board will be guided by recommendations from the Charitable ;ifts Committee sub:ect to approval of the Board. Charitable gifts will be limited to non9profit organizations. Fn making its determination, the Board shall be guided by the Corporation%s purposes and past donations. ection B. 'reas erved. 0he Corporation shall generally serve the counties of ;rand 0raverse, Ialkaska, 2eelanau, 'ntrim and Benzie. Charitable gifts and services will generally be limited to these areas, e+cept upon a special vote of the Board. ARTICLE IX DISSOLUTION Jpon the termination, dissolution or winding up of the Corporation, the Board shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all assets of the Corporation to a new entity established by the Corporation, provided such organization is organized and operated e+clusively for one or more e+empt purposes within the meaning of ection 7@)(c)(1) of the Code, or its successor statute. Ff no such organization is formed, then all assets of the Corporation shall be distributed to the ;rand 0raverse "egional Community Coundation, a &ichigan nonprofit corporation e+empt from ta+ation under ection 7@)(c)(1) of the Code, provided it is then in good standing, and if not, to an organization in good standing designated by the Board that is organized and operated e+clusively for one or more e+empt purposes within the meaning of ection 7@)(c)(1) of the Code, or its successor statute. ARTICLE X NOTICES 'ny notice or communication re,uired or permitted to be given by mail, e+cept as re,uired by law, may be mailed by registered, certified or other first class mail to the person to whom it is directed at the address designated by the person for that purpose or, if none is designated, at the last known address of the person. 'ny notice or communication given to the Corporation shall be directed to the resident agent of the Corporation at the registered office of the Corporation. 0he notice or communication shall be deemed to have been given when deposited, with postage thereon prepaid, in a post office or official depository under the e+clusive care and custody of the Jnited tates $ostal ervice. 10

ARTICLE XI AMENDMENTS 0hese Bylaws may be amended, repealed, or new Bylaws may be adopted in lieu thereof by a vote of the Board of the Corporation, provided such amendment does not alter the ta+9e+empt purpose of the Corporation or otherwise cause the Corporation to relin,uish its status as an e+empt organization under ection 7@)(c)(1) of the Code, or its successor statute. 0he Board shall consider by vote at least every three (1) years whether to establish a temporary committee to review Bylaws for possible amendments. $roposed amendments to the Bylaws re,uire a two9thirds (!>1) vote of the Board for consideration. 'll proposed amendments to the Bylaws re,uire a period of not less than thirty (1@) calendar days before ratification. 'll proposed amendments to the Bylaws% changes shall be disseminated to the general membership at least thirty (1@) days prior to ratification. ' three9 fourths (1>?) vote of the Board is re,uired for ratification. ARTICLE XII POLICIES AND PROCEDURES 0he Board shall have the authority to create policies and procedures for the purpose of implementing Bylaws. ARTICLE XIII STATEMENT OF ETHICS AND CONFLICT OF INTEREST 0o encourage service in the true sense and to promote and maintain the highest standards among members, the 0raverse City 0rack Club Board of (irectors adopts and abides by a Code of *thics and Conflict of Fnterest $olicy. ee 'ddendum ' and B. 'pproved- November 6, !@)! Tr !erse Cit" Tr c# C$%&, I'c. B*D EEEEEEEEEEEEEEEEEEEEEEEEEEEEEE Iaren =ells Fts-KKKKKKKK$residentKKKKKKKKKKKK 11

Addendum A CODE OF ETHICS POLICY OF TRAVERSE CITY TRACK CLUB, INC. a Mi !i"an n#n$%#&i' #%$#%a'i#n This Code of Ethics sets forth standards of behavior for Board Members of Traverse City Track Club. It is intended to assist them in fulfilling their duties under the law. ). Be Fnformed. Board &embers owe the nonprofit Corporation they serve a duty of care. 0he duty of care re,uires them to e+ercise their authority to make decisions for the Corporation with the prudence that an ordinary person would e+ercise. 0o be able to fulfill this fiduciary duty of care, it is necessary that the Board &ember be well informed about the organization, its mission, its operations and the transactions in which it proposes to engage. 0he Board &ember shall re,uire financial reports and information ade,uate for the Board &ember to understand the assets, liabilities, revenues, and e+penses of the Corporation. 0he information should be ade,uate to allow the Board &ember to make informed and prudent decisions about the budget, the operations and balancing the short term and long term needs of the Corporation. !. $articipate. *ach Board &ember must regularly attend and participate in the Board meetings. Ft is not possible to satisfy the duty of care without doing so. Fn addition, the Board must meet regularly. Ff the Board is not meeting regularly, it is incumbent upon the Board &embers to re,uest such meetings. 1. Jse independent :udgment. 's a Board &ember votes on matters before the board, the Board &ember must e+ercise independent :udgment on the matter at hand. 0he Board &ember may seek advice and input from consultants and other Board &embers/ however, ultimately the Board &ember must decide independently based upon their understanding of the situation. ' Board &ember should not vote yes or no merely because someone else is doing so. ' Board &ember should not 4rubber stamp5 the recommendations of others. ' Board &ember should not vote on something they do not understand. ?. 'ct in best interests of the Corporation. ' Board &ember also has a duty of loyalty to the Corporation, i.e., the Board &ember must act in the best interests of the Corporation and not their own personal interest or even the interest of some third party. 7. (isclose conflicts. Because a Board &ember must act in the best interest of the Corporation, it is necessary that the Board &ember disclose any facts that may cause the Board &ember to be unable or appear to be unable to fully fulfill their duty of loyalty. 's circumstances arise, the Board &ember should disclose any actual or potential conflict when the Board (or committee) considers a transaction. 0he 12

Board &embers should be certain that the procedure designed to deal with any such transaction is fully implemented each time a conflict arises. <. "ecuse. 'fter disclosing an actual or potential conflict of interest, the Board &ember should leave the room while the matter is discussed and should not vote on the matter. Notwithstanding the fact that some state laws allow the conflicted Board &ember to be considered for purposes of ascertaining a ,uorum, the better practice is to assure that a ,uorum consisting of unconflicted Board &embers is available. 0he conflicted Board &ember should not attempt to influence the decision in any way, but may provide information re,uested by the Board. 6. &aintain confidences. ' Board &ember will fre,uently receive confidential information about the Corporation. 0he Board &ember is obligated to keep such information confidential. 0he Board &ember should not be discussing such information with non9Board &embers unless specifically instructed by the Board to do so. 0he Board &ember should be alert to circumstances where confidentiality obligations may create a conflict. Cor e+ample, a Board &ember employed by a body that funds the Corporation on whose Board the Board &ember serves may not share with their employer confidential information about the Corporation. A. upport the Corporation. 0he Board &ember should support the Corporation they serve. 0he support should include public support of the mission of the organization. 13

Addendum B CONFLICT OF INTEREST POLICY OF TRAVERSE CITY TRACK CLUB, INC. a Mi !i"an n#n$%#&i' #%$#%a'i#n ARTICLE I Pu%$#(e 0he purpose of this Conflict of Fnterest $olicy (the 4$olicy5) is to protect the interests of 0raverse City 0rack Club, Fnc., a &ichigan nonprofit corporation (the 4Corporation5) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board &ember of the Corporation. 0he $olicy is intended to supplement but not replace any applicable federal and state laws governing conflicts of interest applicable to a nonprofit corporation organized under the &ichigan Nonprofit Corporation 'ct, as amended (the 4'ct5) that is e+empt from ta+ation under ection 7@)(c)(1) of the Fnternal "evenue Code (the 4Code5). ARTICLE II Defi'itio's ). Fnterested $erson. 'ny Board &ember or member of a committee with board9delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. !. Cinancial Fnterest. ' person has a 4financial interest5 if the person has, directly or indirectly, through business, investment, or familya. an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement/ or b. a compensation arrangement with the Corporation or with any entity or individual 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. ' 4financial interest5 is not necessarily a conflict of interest. Jnder 'rticle FFF, ection ! below, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest e+ists. 1. Compensation. 4Compensation5 includes, but is not necessarily limited to, direct and indirect remuneration as well as gifts or favors that are substantial in nature. 14

ARTICLE III P%# edu%e( ). (uty to (isclose. Fn connection with any actual or possible conflicts of interest, an interested person must disclose the e+istence of their financial interest and must be given the opportunity to disclose all material facts to the Board and members of committees with board delegated powers considering the proposed transaction or arrangement. !. (etermining =hether a Conflict of Fnterest *+ists. 'fter disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. 0he remaining Board or committee members shall decide if a conflict of interest e+ists. 1. $rocedures for 'ddressing the Conflict of Fnterest. a. 'n interested person may make a presentation at the Board or committee meeting, but after such presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. b. 0he chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c. 'fter e+ercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. d. Ff a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a ma:ority vote of the disinterested Board &embers whether the transaction or arrangement is in the Corporation%s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. ?. 8iolations of the Conflicts of Fnterest $olicy. a. Ff the Board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to e+plain the alleged failure to disclose. b. Ff, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that 15

the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. ARTICLE IV Recor(s of Procee(i')s 0he minutes of the Board and all committees with board9delegated powers shall contain 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%s or committee%s decision as to whether a conflict of interest in fact e+isted. 0he names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. ARTICLE V Co*+e's tio' ). Board of (irectors. ' voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member%s compensation. !. Committees. ' voting member of any committee whose :urisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member%s compensation. 1. Compensation Fnformation. No voting member of the Board of (irectors or any committee whose :urisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. ARTICLE VI A''% $ St te*e'ts *ach Board &ember and member of a committee of the Corporation with board9delegated powers shall sign a statement which affirms that such persona. has received a copy of the $olicy/ b. has read and understands the $olicy/ c. has agreed to comply with the $olicy/ d. understands that the Corporation is a charitable organization within the meaning of ection 7@)(c)(1) of the Code and that in order to maintain its federal ta+ e+emption it must engage primarily in activities which accomplish one or more of its ta+9e+empt purposes/ and 16

e. make an annual written disclosure of the relationships that might constitute a conflict, such as where the Board &ember is employed and what their significant ownership interests are and other boards on which they serve. ARTICLE VII Perio(ic Re!ie,s 0o ensure that the Corporation operates in a manner consistent with its ta+9e+empt purposes and that it does not engage in activities that could :eopardize its status as an organization e+empt from federal income ta+, periodic review shall be conducted. 0he periodic reviews shall, at a minimum, include the following sub:ectsa. =hether compensation arrangements and benefits, if any, are reasonable, based on competent survey information and are the results of arm%s9length bargaining. b. =hether partnership and :oint venture arrangements and arrangements with management organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the Corporation%s ta+9e+empt purposes and do not result in inurement, an impermissible private benefit, or an e+cess benefit transaction. ARTICLE VIII Use of O%tsi(e E-+erts Fn conducting the periodic reviews provided for in 'rticle 8FF above, the Corporation may, but need not, use outside advisors. Ff outside e+perts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.