UNANIMOUS WRITTEN CONSENT ORGANIZATIONAL RESOLUTIONS OF THE POTOMAC NORDIC SKI CLUB, INC.

The undersigned, a member of the Board of Directors of the Potomac Nordic Ski Club (“Corporation”), for purposes of Board action by unanimous written consent in accordance with Section 2-408 of the Maryland Corporations and Associations Code, does hereby consent and subscribe to the following organizational resolutions:

RESOLVED, that the Bylaws attached hereto are adopted as the Corporation’s Bylaws; and RESOLVED, that the following individuals are hereby elected to the offices next to their names:

President: Steven Jarvis

Vice President: Richard Simmons

Treasurer: Richard Simmons

Secretary: Stacey DiMaria

RESOLVED, that the President, Vice President, Secretary, Treasurer and/or any officers or agents as may be designated are hereby authorized to open such bank account(s) on behalf of the Corporation as they deem appropriate or advisable, and that such officers or agents are authorized to execute and deliver to such banks the resolutions required thereby and such resolutions will be deemed to have been approved by this Board with the same force and effect as if they had been set forth herein; and

RESOLVED, that the actions taken to incorporate and otherwise allow the Corporation to begin operations are hereby ratified; and that the Corporation hereby assumes all financial obligations attributable to those activities, and further that the Secretary is hereby directed to file the Articles of Incorporation and Certificate of Incorporation with the records of the Corporation; and

FURTHER RESOLVED, that any and all action taken by any proper Corporation officer prior to the date stated below taken in effecting the purposes of the foregoing resolutions is hereby ratified, approved, confirmed, and adopted in all respects.

BYLAWS OF THE POTOMAC NORDIC SKI CLUB, INC.

As Adopted As of 1/12/2026

ARTICLE I

NAME AND PURPOSES

Section 1.01. Name. The name of the Corporation is the Potomac Nordic Ski Club, Inc.

Section 1.02. Purpose. The Corporation is organized and will be operated exclusively for pleasure, recreation, and other nonprofitable purposes under section 501(c)(7) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended, including:

Providing the opportunity for group enjoyment of cross-country skiing and related activities;

Preserving and respecting natural ski and hiking trails;

Advocating for the accessibility of the trails; and

Offering support and camaraderie to members.

ARTICLE II

AUTHORITY AND DUTIES OF DIRECTORS

Section 2.01. Authority of Directors. The Board of Directors (“the Board”) is the policy- making body and may exercise all the powers and authority granted to the Corporation by law.

Section 2.02. Number, Selection, and Tenure. The Board shall consist of no more than five (5) nor less than three (3) directors. A director may serve for any number of one (1) year terms, consecutive or otherwise. Directors will elect their successors. Directors must be members in good standing of the Corporation.

Section 2.03. Resignation and Removal. Resignations are effective upon receipt by the Secretary or President of written notification, or a later date if provided in the written notification. Except as otherwise provided by law, one or more Directors may be removed by the affirmative vote of a majority of the entire Board.

Section 2.04. Vacancies. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term shall be filled by a majority vote of the remaining directors. Vacancies resulting from an increase in the number of directors shall be filled by a majority vote of the entire Board.

Section 2.05. Meetings. The Board shall hold at least one (1) regular meeting annually. Regular meetings shall be at such times and places as the Board shall determine. Special meetings may be called by any two directors with telephone or written notice.

Section 2.06. Quorum and Voting. A quorum shall consist of a majority of the total number of Board members in office. Unless otherwise required by law or these Bylaws, all decisions will be made by majority vote of those present at a meeting at which a quorum is present.

Section 2.07. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.

Section 2.08. Participation in Meeting by Conference Telephone. Any or all members of the Board or any committee may participate in a meeting by conference telephone or similar communications equipment, so long as members attending such meeting can hear one another and have the opportunity to participate.

Section 2.09. Committees. The Board may appoint from among its Directors an Executive Committee and other committees, each consisting of two (2) or more directors, and delegate to these committees any of the powers of the Board, except the power to amend the Bylaws or to approve any action that affects the structure of the Corporation, including, but not limited to, amending the Articles of Incorporation or approving any merger.

ARTICLE III MEMBERS

Section 3.01. Qualifications. The Corporation shall have no Members with voting rights. Members of the Corporation shall be those people who apply for membership, pay dues on a schedule set or approved by the Board, and meet any other criteria set by the Board or by the membership. Membership ordinarily shall be for one year, with dues payable annually, but the Board may create a class of life Members or allow multi-year payment of dues at one time.

ARTICLE IV

AUTHORITY AND DUTIES OF OFFICERS

Section 4.01. Officers. The officers of the Corporation shall be a President, Vice President, a Secretary, a Treasurer, and such other officers as the Board may designate. Two (2) or more offices may be held by the same person, except the offices of Secretary and President, and President and Vice President. Officers must be members in good standing of the Corporation.

Section 4.02. Election of Officers; Terms of Office. Officers shall serve one (1) year terms. The President, Vice President, the Secretary, and the Treasurer shall be elected by the Board at its annual meeting in each year. The terms of office shall expire at the next succeeding annual meeting and shall be filled by the Board, at a meeting or by action in writing pursuant to Section 2.08 for a term expiring at the next succeeding annual meeting. Officers shall be eligible for reelection.

Section 4.03. Vacancies. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of a term shall be filled by the Board at a regular or special meeting for the remainder of the unexpired term.

Section 4.04. Resignation. Resignations are effective upon receipt by the Secretary or President of a written notification, or receipt by the President if the Secretary is resigning, or at a later date if provided in the written notification.

Section 4.05. Removal. An officer may be removed by the Board at a meeting, or by action in writing pursuant to Section 2.08 whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Removal of an individual from corporate office will not terminate or otherwise affect any contractual relationship between the individual and the corporation.

ARTICLE V

INDEMNIFICATION

Section 5.01. Definitions. “Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or Congressional (or other body’s) investigation, hearing, or other proceeding. “Eligible Person” shall mean any person who at any time was or is a director, a member or any committee or subcommittee, an officer, employee, or agent of the corporation.

Section 5.02. Right to Indemnification. Any Eligible Person made a defendant to or respondent in a Matter by reason of his or her position with or service to the corporation may, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, unless it is established that (i) the act or omission of the Eligible Person was material to the matter giving rise to the proceeding and was (a) committed in bad faith or (b) was the result of active and deliberate dishonesty; or (ii) the Eligible Person received an improper personal benefit in money, property, or services; or (iii) in the case of a criminal Matter, the Eligible Person had reasonable cause to believe that his or her act or omission was unlawful.

Section 5.03. Limitation on Right of Indemnification. Except where, pursuant to section 5.04 of these Bylaws, an Eligible Person has been successful, on the merits or otherwise, with respect to such Matter, any indemnification hereunder shall be made only upon determination that the Eligible Person met the applicable indemnification standard set forth in Section 5.02 above. Such determination shall be made by (i) the Board of Directors by a majority vote of a quorum consisting of directors not, at the time, parties to the proceeding, or, if such a quorum cannot be obtained, then by a majority vote of a committee of the Board consisting solely of two or more directors not, at the time, parties to such proceeding and who were duly designated to act in the matter by a majority vote of the full Board in which the designated directors who are parties may participate; or (ii) by special legal counsel selected by the Board of Directors or a committee of the board by vote as set forth in subsection (i) of this section, or, if the requisite quorum of the full Board cannot be obtained therefore and the committee cannot be established, by a majority vote of the full Board in which directors who are parties may participate.

Section 5.04. Mandatory Indemnification. An Eligible Person who has been successful, on the merits or otherwise, with respect to such Matter, shall be indemnified against reasonable expenses incurred by him or her in connection with such Matter.

Section 5.05. Indemnification of Witnesses. If the Board of Directors deems it in the best interests of the Corporation, an Eligible Person who is summoned as a witness or similarly involved in a Matter may be indemnified by the Corporation against all expenses reasonably incurred by him or her arising out of or in connection with such Matter.

Section 5.06. Other Rights. The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall, in the case of the death of the person entitled to indemnification, inure to the benefit of his or her heirs, executors or other lawful representative.

Section 5.07. Interim Indemnification. Reasonable expenses incurred by an Eligible Person who is made party to or respondent in a Matter described in Section 5.02 may shall be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding upon receipt by the Corporation of (i) a written affirmation by the Eligible Person of the Eligible Person’s good faith belief that the standard of conduct necessary for indemnification set forth in section 5.02 above has been met; and (ii) a written undertaking by or on behalf of the Eligible Person to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. Payments under this section shall be authorized by the Board of Directors as set forth in Section 5.03 above.

Section 5.08. Insurance. The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person’s status in such capacity, or out of acts taken in such capacity, whether or not the Corporation would have the power to indemnify the person against that liability under law.

ARTICLE VI

FINANCIAL ADMINISTRATION

Section 6.01. Fiscal Year. The fiscal year of the Corporation shall be May 1 - April 30 but may be changed by resolution of the Board.

Section 6.02. Checks, Drafts, Etc. All checks, orders for the payment of money, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board or of any committee to which such authority has been expressly delegated by the Board.

Section 6.03. Contracts. Unless the Board determines otherwise by resolution, the President, Vice President, Treasurer, Board Chair and Vice Chair of the Executive Committee shall all be authorized to execute contracts on behalf of the corporation. Each such individual may, with written notice to the Board, delegate such authority to such employees or agents and with such limitations upon the delegated authority as may be necessary or expedient for running the affairs of the corporation. Unless otherwise expressly determined by the Board, no other individuals shall be authorized to bind the corporation to any contract. Contracts or expenses above $500 must be approved by at least two Officers or Directors other than the person executing the contract or expense. One of the approving Officers or Directors must be the Board Chair, Vice Chair, President or Vice President.

Section 6.04. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited in general or special accounts in such banks, trust companies, or other depositories as the Board or any committee to which such authority has been delegated by the Board may select, or as may be selected by any officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by the Board Chair, Vice Chair, President, Vice President or Treasurer of the Corporation.

Section 6.05. Annual Financial Statements. A complete financial statement shall be presented to and reviewed by the Board after the close of each fiscal year by the Treasurer or a designated alternate officer or director.

ARTICLE VII

Conflict of Interest Policy

Section 7.01. Disclosure of Financial Interests. To identify possible conflicts of interest, all directors, officers, and members of any committee exercising Board-delegated powers must disclose to the Board, or to the members of the committee, the existence of any financial interest in any entity with which s/he knows or has reason to know the Corporation or any legally related organization has or is negotiating a transaction or arrangement, and all material facts related to that interest. Financial interests include any direct or indirect relationship, through business, investment, or family, such as actual or potential ownership or investment interests or compensation arrangements. Directors shall also disclose any fiduciary duty to a person or entity other than the Corporation that might jeopardize the director’s ability to exercise independent judgment and act in the best interests of the Corporation. The fact that a director, officer, or committee member is also a director or officer or member of a not-for-profit organization that obtains or seeks funds from institutions or individuals from which the Corporation also obtains or seeks funds shall not by itself be deemed to be a conflict of interest.

Section 7.02. Determination of Conflicts of Interest. After the interested person has delivered all relevant information and has retired from the room, the Board or committee must determine whether or not the financial interest creates a conflict of interest which merits recusal of the interested Director from consideration of the matter.

Section 7.03. Resolution of Conflicts of Interest. If the Board determines that a conflict of interest does exist, it must ensure that the interested director(s) do not participate in final decision making with regard to the transaction. The Board may approve the transaction or arrangement, or some alternative if it determines it: a) is in the organization’s best interests and for its own benefit; b) is fair and reasonable to the organization; and c) is the most advantageous transaction or arrangement the organization can obtain with reasonable efforts under the circumstances.

Section 7.04. Violation of Conflict of Interest Policy. If an officer, director, or member of a committee with Board-delegated powers violates this conflict of interest policy, the Board, in order to protect the Corporation’s best interests, may take appropriate disciplinary action against the interested person. Such action may include formal reprimand, cancellation of the transaction or arrangement generating the conflict, suspension of employment, and/or removal from the Board.

Section 7.05. Distribution of Conflict of Interest Policy. All officers, directors, and members of committees with Board-delegated powers shall receive a copy of the Conflict of Interest Policy, as it appears in these By-laws. All officers, directors, and members of committees with Board-delegated powers shall sign an annual statement declaring that the person: received a copy of the policy; has read and understands the policy; and agrees to comply with the policy.

ARTICLE VIII

RECORDS

Section 8.01. Recordkeeping. The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee meetings, and all meetings of committees with Board-designated powers reflecting at a minimum the names of those in attendance, any resolutions passed and the outcomes of any votes taken. When potential conflicts of interests are discussed, the minutes shall include: the names of the persons who disclosed financial interests; the nature of the financial interests; whether or not the Board determined that a conflict existed; the names of the persons present for the discussions and votes related to the relevant transaction or arrangement; the content of those discussions, including any alternative transactions or arrangements; and a record of the vote. At the request of any participating Board member, the records of such discussions and individual votes may be kept sealed, with only the outcome reported publicly.

Section 8.02. Public Disclosure. The Corporation shall keep available for public inspection at its principal place of business and any branch office copies of any Form 990 (information tax return) filed within the past three years (excluding any information that identifies donors, as permitted by law to be redacted). In addition, as required by the tax code and regulations, the corporation shall either 1) make such materials widely available to the public, such as by posting on the Internet, or 2) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the corporation is the target of a campaign of harassment.

ARTICLE IX

AMENDMENT OF BYLAWS

Section 9.01. Amendments. These Bylaws may be amended by a majority vote of the entire Board of Directors, provided seven (7) days prior notice is given of the proposed amendment or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.08.