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BY-LAWS OF THE GULF ASSOCIATION of USA TRACK AND FIELD (As Amended) Article 1 Name A. The name of this organization having responsibility for all athletic activities within the territory as defined in national by-laws is “Gulf Association USA Track and Field,” known herein as “Gulf,” “this Association,” or “this corporation.” It is a non-profit organization, incorporated and operating under the laws of the State of Texas. Article 2 Definitions A. As used in these Bylaws and the Operating Regulations: 1. Active Athlete means any individual who is actively engaged in Athletics or who has represented the United States in international competition held under IAAF jurisdiction in Athletics within the preceding ten (10) years; and 2. Eligible athlete means any athlete who meets the eligibility standards established by USATF for Athletics. 3. Athletics means, inclusively, track and field, long distance running, cross country running, road running, race walking and any other sport discipline recognized by IAAF. 4. Athletics competition means a contest, game, meet, match, tournament, or other Athletics event in which eligible athletes compete. 5. Club means a local or national organization whose programs involve competitive member athletes, events, and/or education in Athletics. 6. Coach means a person who is currently engaging in the training of athletes on an active basis, whether on a paid basis or not, and regardless of the extent to which coaching is a part of the person’s vocation, or retired from the vocation of coaching. 7. NABR means the National Athletic Board of Review, as established in USATF Operating Regulation II. Sanction means the document which evidences the authority granted by either USATF or an Association to conduct a competition, and which also evidences that the recipient has complied with the requirements of USATF Article 20 and USATF Operating Regulation 14. 8. Sports Organization means a non-profit corporation, club, federation, union, association, or other group organized in the United States which sponsors or arranges any Athletics competition. 9. This geographic area means that portion of the state of Texas bounded on the north and including the counties of Robertson, Leon, Houston, Angelina, Nacodoches, and Shelby; on the east by the state of Louisiana; on the south by the Gulf of Mexico; and on the west by and including the

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BY-LAWSOF

THE GULF ASSOCIATIONof

USA TRACK AND FIELD(As Amended)

Article 1Name

A. The name of this organization having responsibility for all athletic activities withinthe territory as defined in national by-laws is “Gulf Association USA Track andField,” known herein as “Gulf,” “this Association,” or “this corporation.” It is anon-profit organization, incorporated and operating under the laws of the State ofTexas.

Article 2Definitions

A. As used in these Bylaws and the Operating Regulations:

1. Active Athlete means any individual who is actively engaged in Athletics orwho has represented the United States in international competition heldunder IAAF jurisdiction in Athletics within the preceding ten (10) years; and

2. Eligible athlete means any athlete who meets the eligibility standardsestablished by USATF for Athletics.

3. Athletics means, inclusively, track and field, long distance running, crosscountry running, road running, race walking and any other sport disciplinerecognized by IAAF.

4. Athletics competition means a contest, game, meet, match, tournament, orother Athletics event in which eligible athletes compete.

5. Club means a local or national organization whose programs involvecompetitive member athletes, events, and/or education in Athletics.

6. Coach means a person who is currently engaging in the training of athleteson an active basis, whether on a paid basis or not, and regardless of theextent to which coaching is a part of the person’s vocation, or retired fromthe vocation of coaching.

7. NABR means the National Athletic Board of Review, as established inUSATF Operating Regulation II.

Sanction means the document which evidences the authority granted byeither USATF or an Association to conduct a competition, and which alsoevidences that the recipient has complied with the requirements of USATFArticle 20 and USATF Operating Regulation 14.

8. Sports Organization means a non-profit corporation, club, federation,union, association, or other group organized in the United States whichsponsors or arranges any Athletics competition.

9. This geographic area means that portion of the state of Texas bounded onthe north and including the counties of Robertson, Leon, Houston,Angelina, Nacodoches, and Shelby; on the east by the state of Louisiana; onthe south by the Gulf of Mexico; and on the west by and including the

counties of Matagorda, Wharton, Colorado, Austin, Washington, Brazos,and Robertson.

10. USATF means USA Track and Field, the national governing body.

Article 3Purposes and Duties

A. This non-profit corporation shall act as the governing body (as defined by the TedStevens Olympic and Amateur Sports Act of 1988) for Athletics in this geographicarea.

B. Purposes: This corporation shall have the following purposes:

1. Development: Developing interest and participating in Athletics in thisgeographic area at all levels;

2. Management: Promoting Athletics and athletes by conducting competitionsand other events, and by cooperating with and encouraging otherorganizations which may do so; and

3. Marketing: Generating public awareness, appreciation, and support forAthletics, USATF, and this Association, creating opportunities for athletesand Athletics events, and generating sponsorships to aid this corporation infulfilling its purposes and duties.

B. Duties: This corporation shall have the following duties:1. Responsibility to constituency: Being responsible to the persons and sports

organizations active in Athletics.2. Coordinating of scheduling: Minimizing, through coordination with other

sports organizations, conflicts in scheduling of all practices and competitions inAthletics;

3. Communication with athletes: Keeping eligible athletes active in Athleticsinformed of policy matters and reasonably reflecting the views of such athletesin the policy decisions of USATF and this Association;

4. Sanctioning of events: Sanctioning competition in Athletics in accordancewith the provisions of these Bylaws and Regulations, USATF Bylaws, andUSATF Operating Regulations;

5. Participation in competition: Providing for the participation by eligibleathletes in competition in Athletics, in accordance with the provisions of theseBylaws and Regulations, USATF Bylaws, and USATF Operating Regulations;

6. Support of diversity in Athletics: Providing equitable support andencouragement for participation by all persons in Athletics, regardless ofgender, age, race or ethnicity, or disabilities;

7. Coordination of certification and education: Providing the means forcertification of coaches and officials throughout this geographic area in alldisciplines and at all levels of Athletics;

8. Registration and certification of athletes: Registering eligible athletes asmembers and certifying such athletes as eligible for competition; and

9. Administration of athletics: Performing all other duties necessary for theadministration of Athletics in this geographic area and to achieve thiscorporation’s purposes.

Article 4Authority

A. This corporation shall be the governing body for a Athletics in this geographic area,and shall exercise the following powers:

1. Representation: Representing this geographic area in USATF.2. Establishment of Association goals: Establishing Association goals and

encouraging the attainment of those goals in Athletics.3. Coordination of Athletics: Serving as the coordinating body for activity in

Athletics in this geographic area.4. Jurisdiction: Shall have jurisdiction over Athletics competition in this geographic

area, including Association championships, with the exception of any sportsorganization which conducts closed Athletics competition (participation in which isrestricted to a specific class of eligible athletes such as high school students, collegestudents, members of the Armed Forces, or similar groups or categories) shall haveexclusive jurisdiction over such competition Laws and Regulations, it shall notdelegate such determination and control, and it shall be free from outside restraintexcept in recognition of its role as a part of USATF. This provision shall not beconstrued as preventing this Association from contracting with third parties foradministrative assistance and support in connection with its purposes and authority.

5. Autonomy: This Association shall be autonomous in its governance of Athleticsin this geographic area, in that it shall independently determine and control allmatters central to such governance in accordance with the USATF Bylaws andOperating Regulations and these Bylaws.

ARTICLE 5CONSTITUENCY

A. Individuals: Any person who meets the criteria for individual membership asdetermined by USATF shall be eligible for membership. This includes athletes,officials, coaches, administrators, and any other sets of individuals named by USATF.

B. Groups: Any organization that meets the criteria for group membership as determined

by USATF shall be eligible for membership. This includes clubs, organizationsadministering competitions, and any other groups designated by USATF. Membergroups must designate in writing who the voting members of the group are to be, andmust make any changes to this in a timely manner before such individuals arerecognized to vote.

C. Applications: Application for membership shall be in accordance with the USATF

Bylaws and Operating Regulations. D. Suspension and expulsion: Any individual or group recognized by this

Association which violates any of the provisions of these Bylaws or Regulations,USATF Bylaws or Operating Regulations, any operating policy approved by theUSATF Board of Directors, or any operating policy approved by this Association maybe suspended, after due notice and an opportunity to be heard by the body designated toconduct such hearings, until the next meeting of this Association, to which meetingaction of suspension shall be reported by the Secretary. At such meeting thesuspension may be rescinded by a majority vote of the members, or such individual orgroup may be expelled by a two-thirds vote.

ARTICLE 6VOTING MEMBERS

A. All members who are over the age of eighteen of entitled to participate in voting atmeetings of this Association. No individual may cast more than one vote on anymotion or in any election. All voters must be current members of this Association ofUSATF at the time that they are voting.

ARTICLE 7MEETINGS

A. Annual Meeting: The annual meeting of this Association shall be held inOctober at such date, time, and place as may be fixed by the President andannounced by requisite notice of such meeting.

B. Regular Meetings: This Association shall hold quarterly meetings of the

membership on the second Tuesday of the months of January, April, July andOctober, beginning at 7:00 p.m.

C. Special meetings: Special meetings of this Association shall be held upon call by the

President, Secretary or the Executive Board or by any three (3) members of theAssociation.

D. Meeting Procedures: The following shall govern the conduct of all meetings of

this Association:1. Notification of meetings:2. Distribution: Notice of the meeting must be distributed by mail,

newsletter, local Association web site, and/or the National Office’s web site;3. Web site use: If a web site is to be used to inform members of the meeting,

then members must be informed where to find information on the web sitethrough a mailing or newsletter.

4. Prior arrival: The initial meeting notice must be sent by means underwhich it will arrive at least thirty days prior to the election process; and

5. Changes: Any notice of a meeting change must be at least fourteen (14)days prior to the meeting;

E. Publication of agenda: The proposed agenda shall be included along with the

meeting notice. Agendas should also be available at the time of the meeting;additional items added to the agenda shall not include any item where action of thecommittee is necessary, unless seventy-five (75%) of the members of the groupthen present agree to such action.

F. Open conduct of business: All meetings of this Association shall be open to all

individual members of the Association except as otherwise provided. There shallbe a specified time period in the meeting where any member may give input or makea brief statement.

G. Closed or executive sessions: No part of any meeting shall be closed unless

seventy-five percent (75%) of the members of the group then present agree to closethe session; and

H. Record of a meeting: The Association and all of its committees shall have a

recording secretary. Within thirty (30) days of the meeting, draft minutes should beposted on the Association’s web site. All written reports or a summary of suchreports shall be distributed with the draft minutes.

I. Quorum: A quorum for each Association meeting shall be 25 members. J. Agenda: Prior to each meeting of this Association, the Secretary shall consult

with the President and any Association staff members on the agenda. The Secretaryshall prepare an agenda to be presented to the members at the start of the meeting asone of the first orders of business. Such agenda items shall include, but notnecessarily be limited to:1. Minutes: Acceptance of the minutes of the previous meeting;2. Financial Report: Treasurer’s report3. Officers and committee reports: Reports from the President and those

officers and committee chairs which have business tocome before the members;

4. Old or unfinished business: Business carried forward from the previousmeeting;

5. New business:Any new business scheduled to be brought before themembership.

K. Rules of order:Questions of order shall be decided by the chair in accordance with

Roberts Rules of Order (Newly Revised), unless otherwise provided by theseBylaws. Decisions by the chair may be appealed to the Associationparliamentarian. The President shall designate a qualified parliamentarian for allmeetings of this Association.

ARTICLE 8VOTING

The following guidelines shall apply to all elections for officers and sport committee andother chairs in this Association:A. Election Notice:

1. Distribution: Notice must be distributed by mail, newsletter, localAssociation web site, and/or the National Office’s web site;

2. Web site use: If a web site is to be used to inform members of the elections,then members must be informed where to find information on the web sitethrough a mailing or newsletter;

3. Prior arrival: The initial meeting notice must be sent by means underwhich it will arrive at least thirty (30) days prior to the beginning of theelections process; and

4. Changes: Any notice of a meeting change or a change in the electionprocess must be at least fourteen (14) days prior to the meeting.

B. Nominating process:

1. Nominating committee: The President, with the approval of theExecutive Board, shall appoint a three (3) member nomination committeewhose purpose shall be as follows:a. Slate: The nominating committee shall create a slate of nominees

and each nominee’s consent shall be so listed. This slate shall be

delivered to the Secretary at least forty-five (45) days prior to themeeting for election; who in turn shall notify the membership at leastthirty (30) days prior of the slate along with instructions foradditional nominees by petition.

b. Delivery: Nominations by petition shall be delivered to theSecretary at least fifteen (15) days prior to the election and shallcontain the name of a nominee, his or her consent and the signatureof at least two (2) voting members as nominator and second.

c. Ballot: The ballot, when drawn, shall list the candidatesalphabetically and without distinction as to how their names wereplaced in nomination.

2. In-person meeting nominations: Nominations may be made and mustbe allowed from the floor at an in-person election meeting;

3. Membership & age criteria: A candidate must be a member of theAssociation who is at least 18 years of age (at the start of the term of office);and

4. Nominations and seconds: A candidate needs one (1) nominator and one(1) seconder who are both members of the Association.

C. Voter Criteria:

1. One person-one ballot:One (1) person shall cast only one (1) ballot,regardless of how many positions within the Association the personoccupies;

2. Proxies: there shall be no proxy voting;3. Minimum age: Votes must be a minimum of age eighteen (18) on the day of

the election;4. Voting membership deadline: Except for renewals from the previous year,

individuals must be members in the month which ends more than one fullmonth preceding the election;

5. Appointees: An appointed committee chair or Board members shall notvote in elections in that capacity, but may otherwise qualify for a vote;

6. Organizations: Organizations shall have a minimum of one (1) vote, withthe Association having the option of awarding additional votes based on thesize of the organizations.

7. Organization voters: If an organization has more than one (1) vote, eachballot must be cast by a different representative; and

8. Membership of all voters: Organizations and any person representing anorganization in Association voting matters must be members of USATF.

D. Conduct of Voting: This Association shall use an open meeting ballot where all

members of the Association are eligible to attend and vote.1. Disputes: Eligibility disputes must be resolved before the election

process is started with nominations and/or the report of the nominatingcommittee;

2. Uncontested: Unontested elections may be voted by acclamation;3. Ballot type: A secret ballot must be used for contested elections.

E. Counting of Ballots:

1. Panel: A Panel of at least three (3) individuals, at least one (1) of whommust be an athlete, shall count the ballots and sign the tally. All panelmembers shall be of voting age. The panel shall not include any individualwho is a candidate for a contested office.

2. Consultation: The panel may consult as necessary with the chair, secretary,and/or parliamentarian (so long as they are not candidates for contestedoffices) on procedural matters.

F. Committee Chairs:

1. Age and terms:All committee chairs, whether elected or appointed, must beat least 18 years of age and members of the Association. Chairs shall beelected or appointed for specific terms which are determined prior to votingfor the position.

2. Election: When requested by two (2) or more member organizationsof the Association, sport committee chairs shall be elected. When a sportcommittee chair is elected, the election shall take place at the same time andunder the same procedures as the general election.

G. National Delegates:

1. Local option: National delegates may be elected or appointed as determinedby the Board.

H. Majority requirement:

1. Officers: Regardless of whether a mail ballot is used, the presidentand secretary of the Association must be elected by a majority of the ballotscast. If a run-off election is necessary, the notification requirement shall bethe same;

2. In-person majority: In elections conducted at meetings, a plurality maynot be accepted in the first round except for the election of nationaldelegates; and

3. Run-off candidates: In run-off elections, candidates equal to twice theremaining positions shall be on the ballot.

I. Election protests:

1. Regulation II: Except as indicated below, USATF Operating Regulation IIshall apply to election grievances. Protests may only be made after theelection process is concluded.

2. Panel composition: An NABR panel from a different USATF regionshall be appointed to conduct the hearing. All hearings shall be byconference call.

3. Invalidation: The NABR panel shall invalidate an election if it is foundthat one or more infractions occurred and likely changed the outcome of anelection; and

4. Further action: The NABR panel may recommend or require changes forfuture elections in the Association.

J. Employees and elections: Current employees (working within the past ninety

days) shall not participate in any part of the elections process (nominations orcampaigning), but may, at the discretion of the Association, be permitted to vote ifthey are members and otherwise eligible.

ARTICLE 9OFFICERS AND THEIR DUTIES

A. Positions: The officers of this Association shall be: a President, a VicePresident, a Secretary, a Treasurer, and a Membership Chair. No individual maybe an officer of this Association who is also an officer of another sport governingbody at the local or national level.

B. Duties: The officers shall perform the following duties as well as any other duties

prescribed by these Bylaws, the USATF Bylaws or Operating Regulations, or theBoard of this Association.

1. President: The President shall:

a. Preside at all meetings of the Association and its Board;b. Be an ex-officio non-voting member of all committees;c. Subject to the direction of the Board of this Association, shall

manage and supervise the affairs of this Association; andd. Select committee chairs and other such members that he or she is

entitled to appoint as well as other appointments authorized by theseBylaws after consultation with other officers. He or she maylikewise terminate such appointments for good cause upon writtennotice to such appointees and the other officers.

2. Vice President:The Vice-president shall perform duties assigned by the

President and the Board. In the temporary absence of the President from ameeting, the Vice-President shall serve as acting chair.

3. Secretary: The Secretary shall keep or cause to be kept all records of

this Association, and all minutes of meetings of this Association and itsBoard, and, in general shall perform all duties normally pertaining to theoffice of secretary.

4. Treasurer: The Treasurer shall keep or cause to be kept a correct and

complete record of account, showing accurately at all times the financialcondition of this Association, and as such shall receive, record, approve andotherwise certify that all requests for expenditures of the Association arewithin the constraints of the approved budget and are in compliance withaccepted accounting principles prior to the approval of any such expenditureby the President; and, in general shall perform all duties normally pertainingto the office of treasurer;

5. Membership Chair: The Membership Chair shall collect or cause to be

collected all memberships for individuals and groups within theAssociation, and provide liaison to the USATF National Office in all mattersof membership, including reporting and disbursement of benefits.

C. Election: All officers are to be elected for two years at the annual meeting of

the Association in odd numbered years. No person may contest more than one (1)officer position during an election. A person may not hold the office of Presidentand any other officer position; however, a person may be named in other dualcapacities to fill a vacancy.

D. Limitation of terms: No person shall serve in an officer position for more than

three (3) terms without a period away from that position.

E. Succession and vacancies: There shall be no order of succession to any office.

In the event the Board determines that an officer is temporarily unable to serve, itmay, in its sole discretion, name another officer to fill the vacancy temporarily. Inthe event an officer resigns or is permanently unable to serve, the Board shall namea successor until the following annual meeting, subject to the limitation in paragraphC above, at which time a special election shall be held for the unexpired portion ofthe term.

F. Removal from office: Any officer of this Association may be removed for good

cause by a two-thirds vote of those members of the Association present at an annualmeeting or special meeting called for this purpose, and provided the requisite noticefor such meeting (see Article 8) shall properly set forth the removal vote on itsagenda.

ARTICLE 10BOARD OF DIRECTORS

A. Composition: The Board of Directors shall be composed as follows:1. Voting members: The voting membership of the Board shall be as follows:

a. The officers of this Association.b. The immediate past presidentc. The chairs of each sport committee:d. The chairs of the each operating committees:e. At least that number of eligible athletes which shall constitute twenty

percent (20%) of the Board, all of whom must be voting age and atleast one of whom must have participated in internationalcompetition for the USA within the last ten (10) years, whereavailable.

f. Chair and Secretary: The President of the Association shall serveas chair and the Secretary as secretary; and,

B. General Provisions:

1. Fiduciary responsibility: The Board shall manage and supervise theaffairs of the Association and perform those duties specified in theseBylaws; and

2. Meetings of the Board: The Board may conduct its affairs either at an

meeting or by conference call. It shall hold quarterly in-person meetingsduring each year as called by the President. Additional meetings may becalled by the President or upon the written request of any three (3) membersof the Board, and if by the latter group, only after a minimum prior notice offive (5) days to the President of such intent by facsimile or e-mail. At leastseven (7) days notice of any in-person meeting and at least forty-eight (48)hours notice of any conference call shall be given to all members of theBoard. After the members of the Board have called for a meeting, thePresident shall have twenty-four (24) hours to determine the venue andmake appropriate notice to the remainder of the Board. For any meeting,notice may be waived by unanimous consent. Written notice shall includethe minutes of the previous meeting.

3. Terms: The term of Board members which is not otherwise set by theirterms of office shall be the same as that of the President.

4. Quorum: A quorum for meetings of the Board shall consist of a

majority of the members of the Board.

5. Voting:Except as otherwise provided herein, all matters shall be decided bymajority vote of those present and voting. There shall be no voting byproxy.

6. Mail balloting: Upon authorization by a majority vote at a duly convened

meeting or by call of the officers, the Board may conduct a vote through thedistribution and/or collection of ballots using the U.S. Postal Service or anyother service that may be authorized. The procedure and subject matter forsuch a vote shall be set forth in the authorizing resolution.

7. Board committees: The Board may have committees including, but not

limited to, budget, audits, compensation, insurance, public relations andgrants. Each Board committee will have no more than five (5) members, atleast one (1) of whom must be a Board member. The President shallappoint the members with approval of the Board.

8. Expulsion: Failure to participate in two (2) consecutive meetings may,

by a 2/3 vote of the Board members attending, cause expulsion of themember or representative.

ARTICLE 11ASSOCIATION OFFICE

A. The following provisions shall apply in the instance that the Board approves a paidAssociation Staff.

1. Executive Director: The chief paid executive of the Association shall be

the Executive Director, who shall be selected and shall serve at the directionof the Board, and who shall carry out the policies and programs of thisAssociation in accordance with these Bylaws. The Executive Director shallhave these duties:a. Supervision and appointment of staff:Supervise the paid staff of the

Association, including the appointment of such paid personnel as arenecessary for the conduct of business.

b. National communications: Supervise the proper handling of thecorrespondence and communications with individuals and Athletics’organizations in other Associations and with the National Office ofUSATF;

c. Legal documents and commitments: Ensure that all contracts andother legal commitments of this Association are signed by theauthorized officers of this Association after approval by establishedprocedures;

d. Ex-officio membership: Serve as a non-voting member of theBoard, and all committees and subcommittees;

e. Exclusive employment: Devote his or her full time to theaffairs of this Association without engaging in any other professionor employment, except as permitted in the employment contract;

f. Budgetary limitation: Operate within the annual budget. Inaddition, all major funding matters and expenditures shall beapproved by the Treasurer;

g. Strategic planning: Draft strategic plans for this Association andsubmit for approval to the Board;

h. Yearly report: At the annual meeting, present to this Association areport on the state of the sport, including a review of the progresssince the last annual meeting and suggested plans for the futureimplementation of the strategic plans for the following year; and

i. Other duties: Carry out other responsibilities which may beassigned by resolution of the membership at the Annual Meeting orthe Board.

2. Staff activities:The staff, under the direction of the Executive Director,

perform the following duties:a. Membership: Process all categories of membership under USATF

Article 5-D, including the collection of appropriate membership feesand distribution of benefits and services.

b. Championships: In conjunction with the appropriate sportcommittees, advertise, schedule, manage and conduct Associationchampionships;

c. National competition: Manage or liaison all aspects of nationalcompetition held in this geographic area;

d. Development: Develop and implement a cohesive, effectivedevelopment program in conjunction with the developmentcommittees and other applicable committees, and the nationalcommittees;

e. Public relations/media relations: Optimize the quantity andquality of public exposure of this Association and its sports, events,and athletes;

f. Marketing and promotions: Coordinate the timely publication ofcommunications with members and others;

g. Publications: Coordinate the timely publication of communicationswith members and others;

h. Fund raising: Conduct fund raising programs for the Associationas approved by the Board;

i. Scheduling: Coordinate major competitions andchampionships;

j. Coordination of certification and education: Provide necessarysupport for certification and education programs, especially forcoaches and officials;

k. Annual meeting: Initiate site selection for the annual meeting ofthe Association, in conjunction with the President, subject to writtenguidelines approved by the Board and to final approval of the site bythe Board; and

l. Purposes and duties of corporation: Perform other tasks necessaryto fulfill this Corporation’s purpose and duties.

3. Restricted Activities: The members of the paid staff (other than part-time

members) shall not participate in any of the following activities:

a. Electioneering:Campaigning for or against any candidate for anyelected office or position at any level (Association, committee,national, or international) except that in the state of the sport addressat the Association annual meeting, the Executive Director maycomment on the performance to date of any Association of Nationalincumbent and/or describe the qualifications appropriate for anyUSATF position; and

b. Voting:Serving as voting members of this Association or any of itscommittees.

4. Complaints against staff:

a. Staff other than Executive Director: A complaint against a memberof the Association staff shall be sent to the Secretary of theAssociation and the Executive Director. By agreement, either shallcause the President and the Counsel to the Board to receive thecomplaint within ten (10) days of receipt. The Executive Directorshall be given not less than thirty (30) days to investigate thecomplaint, and shall have a written report of his or her investigationat the next appropriate Board meeting, including any action (ifnecessary) to be taken to remedy the situation;

b. Executive Director: A complaint against the Executive Director

shall be delivered to the Secretary of the Association. The Secretaryshall cause copies to be delivered within ten (10) days to thePresident and Counsel to the Board. All decisions with respect tothe resolution of a complaint against the Executive Director arewithin the sole discretion of the Board; and

c. Response: All complaints against staff shall be acknowledged

promptly. A written response shall be made within thirty (30) daysof the resolution of the complaint. Interim reports shall be madeevery one hundred twenty (120) days, pending resolution.

ARTICLE 12COMMITTEES

A. Committees: The following committees of this Association are established withsuch duties, responsibilities, and make-up as outlined here and in Articles reservedfor each type of committee:1. Sports Committees2. Men’s Track & Field3. Women’s Track & Field4. Race Walking5. Masters Track & Field & LDR6. Men’s LDR & Cross Country Running7. Women’s LDR & Cross Country Running8. Youth Athletics9. Operating Committees:10. Law & Legislation/Rules11. Athletes’ Advisory12. Coaching Advisory13. Officials

14. Coaching Education15. Sports Medicine & Science16. Athletics for the Disabled

B. General Provisions: The following provisions apply to all of this Association’s

committees:1. Term of members: Unless otherwise provided for, members of all

committees shall serve the same term as the President’s term.2. Operating procedures: Have a set of written operating procedures on file

with the Association Secretary. These procedures shall not conflict with theprovisions of the USATF Bylaws and Operating Regulations or theseBylaws. Any modification of the committee’s operating procedures shall bepromptly reported to the Secretary. Members of the Association mayrequest a copy from the Secretary and copies shall be available at the AnnualMeeting.

3. Committee make-up: The makeup of each non-sport committee shall bestated in the description for the committee. Each Sport committee, with theexception of Youth Athletics, which shall be constituted according to itsOperating Regulations, shall be constituted as follows:a. Association group members: One (1) member to be named by each

Association member club or organization active in the discipline ofthe committee;

b. Athletics for the Disabled members: One (1) member to representthe collective disabled athletes in the area;

c. Officials Committee member: One (1) member to be named by andfrom the Association Officials Committee;

d. At-large members: Three (3) at-large members to be selected bythe committee;

e. Elected officers and other positions: Any person elected by thecommittee to serve in an officer position, such number not to exceedfour (4) additional members; and

f. Active athlete members: That number of active athletemembers which shall be at least twenty percent (20%) of the totalauthorized membership of the committee, such active athletes to beselected by those registered attendees at the meetings of thisAssociation who are active athletes engaged in the particular sportdiscipline of the committee.

C. Committee membership:

1. Notification and vacancies: Members of committees and chairmen forthese committees are appointed by the President and approved by the Boardor may be elected by Association membership as provided in Article 8-F.Vacancies in a committee shall be filled by the remaining members of thecommittee.

2. Elections: The provisions of Article 8 shall apply to the electionsprocess of committees. The committees shall be free to adopt other portionsof Article 8, or other rules not in conflict with those in Article 8;

3. Membership: All elected and appointed members of all committees shall bemembers of this Association. Each committee shall consist of at least (four)4 members and the chair. Each committee is free to determine the numberof its membership in its Operating Procedures;

4. Termination: Organizations or groups which appoint committee membersper this section may terminate such appointments for good cause uponwritten notice to such appointees;

5. Listing: Under every committee member’s name in the USATFDirectory shall be listed (a) their Association or (b) the governingorganization they represent. Committee membership constitution shall alsobe listed on the Association’s web site.

D. Committee meetings: Each committee shall hold at least an annual meeting, which

may be in conjunction with the annual meeting of the Association. Committees maydetermine a regular meeting schedule and shall hold such special meetings as maybe called by the chair, at his or her own initiative, or that of twenty percent (20%)of the membership of the committee, upon twenty (20) days written notice. In thelatter case and in the absence of the willingness of the chair to call a meeting, thenotice of a special meeting shall be distributed to all committee members at thedirection of the Association Secretary upon verification that the requirement oftwenty percent (20%) has been met. The notice of a special meeting shall be inwriting, setting forth the date, time, place, and purpose of the meeting, and shall bemailed to the last known address of each committee member;

E. Quorum: A quorum for any committee meeting shall consist of twenty-five

percent (25%) of its members; F. Athlete representation: Except for the Youth Athletics Committee and its

subcommittees, all Association committees, or other appointed or elected bodies ofthis Association shall consist of at least twenty percent (20%) active athletes.

G. Committee responsibility: Any committee project or grant which requires

applicants to file a written request form must also require a certification that theAssociation president and sport chair (if appropriate) have been notified of theapplication. Any USATF national committee awarding funding for projects orevents to be held in the Association must notify the Association president in writingof the date and scope of the activity to be held in the Association.

H. Committee chairs: The chair of each applicable committee shall be appointed or

elected in accordance with this Association’s voting procedures (see Article 8).Unless otherwise specified, the chairs of all other committees shall be appointed bythe Association President and shall serve the same term as the President’s term.

I. Duties of Chair: Chairs of all committees shall:

1. Preside at all meetings of the committee;2. Ensure that all duties and responsibilities of the committee are properly and

promptly carried out;3. Appoint subcommittees, with the authorization of the committee, as may be

necessary to fulfill the duties and responsibilities of the committee.Subcommittees of administrative and developmental committees shall beappointed only from the membership of those committees, except that non-members (not exceeding 50%) of the subcommittee) may be appointed withthe authorization of the committee;

4. Communicate with the committee members to keep them fully informed ofevents concerning the committee and decisions made to carry out thecommittee’s responsibilities;

5. Keep the President and Executive Director informed on all committeeactions and recommendations; and

6. Cause to be kept and properly forwarded to all committee members and theExecutive Director copies of the minutes of all meetings of the committee;

J. Vacancies: When an elected committee chair is vacant, the position shall be

filled by a vote of the committee as a whole by mail ballot unless the committee haspreviously adopted a different procedure. A panel named by the Associationpresident shall supervise the elections in a manner approved by the Board; and

K. Removal of elected chairs: Chairs may be removed for good cause by a two-

thirds vote of the committee at an annual meeting or at a special meeting called forthat purpose, provided that the members of the committee shall receive notice of theproposed action at least twenty (20) days prior to the meeting.

L. Task forces: The President may appoint task forces. No such entity shall

continue beyond the term of the President without specific reappointment. Theauthorized temporary groups will be reported in the minutes of the next meeting.

ARTICLE 13COMMITTEE DUTIES AND RESPONSIBILITIES

A. Sport Committees:1. Duties and responsibilities: Each Sports Committee shall:

a. Championships: Have jurisdiction over the Associationchampionships in the particular discipline it controls, and shallinstitute, locate, or award, conduct, and manage all suchchampionships in accordance with the provisions of USATFRegulation 3;

b. Calendar: Coordinate the local and domestic competitioncalendar in its discipline; and

c. Records: Approve records for the events within its discipline.d. Promote: Promote and develop activities in its sport.

2. Committee definitions:The disciplines and age categories under the controlof each sport committee in this division are as follows:a. Age categories:

i. Senior athletes are of any age 14 years and over;ii. Junior Athletes must be at least age 14 on the day of

competition and under age 20 on December 31 in the year ofthe competition;

iii. Master athletes shall be at least age 40 on the day ofcompetition; and

iv. Youth athletes shall not be 19 before the final day of thenational Junior Olympic track and field competition and aredivided into specified age categories; and

3. Jurisdiction of each Sports Committee:

a. Men’s Track and Field: Indoor and outdoor track and fieldactivity for junior and senior men, not including track races ofgreater than 10,000 meters;

b. Women’s Track and Field: Indoor and outdoor track and fieldactivity for junior and senior women, not including track races ofgreater than 10,000 meters;

c. Race Walking: All race walking activity for junior and senior menand women.

d. Men’s Long Distance Running: Off-track running at alldistances, track running at distances over 10,000 meters and crosscountry running for junior and senior men;

e. Women’s Long Distance Running: Off-track running at alldistances, track running at distances over 10,000 meters and crosscountry running for junior and senior women;

f. Youth Athletics: All youth activity not conducted as juniorcompetition for youth boys and girls, including track and field, roadrunning, cross country running, and race walking; and

g. Masters Track & Field and Long Distance Running: All track, field,and race walking activity for masters men and women, except rackrunning races of greater than 10,000 meters.

4. Association liaison:

a. Duties and responsibilities: The liaison shall:i. Communication: Communicate with other Associations

of USATF;ii. Examples: Collect and provide samples of model

Association bylaws, policies, and operations manuals;iii. Clearinghouse:Assemble and disseminate information to the

National Office on registration and membership, events,schedules, services to athletes, and Association statistics;

iv. Association standards:Assist the Association inunderstanding accreditation implementation and formulatingplans for improvement; and

b. Appointment: The liaison shall be appointed by the President withthe approval of the Board

5. Athletes Advisory:

a. Duties and responsibilities: The committee shall:i. Policy advice: Serve as a source of reference, opinion, and

advice to the officers, employees, Board, and all committeeswith regard to current or contemplated policies of

USATF and/or the Association and in all mattersrelating to athletes and athlete’s rights;

ii. Athlete representatives: Appoint, elect, or oversee theelection or appointment of athletes’ representatives tocommittees or subcommittees when empowered to do so by

these Bylaws;iii. Participation in governance: Encourage and foster the

representation and active participation of athletes at themeetings of the Association, its Board and its committees;

iv. Meetings: Conduct meetings of the active athletemembers and other active athlete attendees at the annualmeetings of this Association;

v. Performance: Assist athletes in achieving maximumperformance in Athletics competition;

vi. Rights of athletes: Educate athletes about their rights andresponsibilities in Athletics and assist athletes in preservingand protecting such rights.

vii. Athlete advice: Advise athletes on all matters pertaining to thegeneral structure and operation of Athletics;

viii. Transition of athletes: Assist with the transition of athletes inpost-competitive years; and

ix. Operating rules: Adopt operating rules to assist thecommittee in carrying out its duties and responsibilities;

x. Make-up: The committee shall consist of active athletesin each of the following categories where available:(1) Sprints;(2) Hurdles;(3) Multi-events;(4) Distances of 800 meters through 1500 meters;(5) Distances of over 1500 meters to 10,000 meters;(6) Road racing and cross-country;(7) Throws;(8) Horizontal and vertical jumps;(9) Race walking; and(10) At-large (active or inactive) athletes.

6. Athletes for the Disabled:

a. Duties and Responsibilities: The committee shall:i. Liaison: Serve as liaison between this Association and

(i) the Disabled in Sports Committee of the USOC and(ii) those sports organizations for athletes with disabilitieswhich conduct regular programs;

ii. Competitions: Coordinate, through the appropriate sportcommittee, the competition of athletes with disabilities inevents under the jurisdiction of this Association, andpromote participation by athletes with disabilities inAssociation-sanctioned events;

iii. Development: Develop programs to improve athleticperformance among athletes with disabilities; and

iv. Education: Facilitate the education and training ofcoaches and officials, and education of the Athleticscommunity in general in working with athletes withdisabilities;

b. Makeup: The committee shall consist of a chair and two (2)members selected by each sports organization for the disabled. One(1) of the two (2) members from each such organization shall bedisabled and have competed in Athletics within ten (10) years. Atleast twenty percent (20%) of the committee shall be disabled.

7. Coaches Advisory:

a. Duties and responsibilities: The Committee shall:i. Policy advice: Serve as a source of reference, opinion and

advice to the officers, employees, Board, and all committeeswith regard to current or contemplated policies of thisAssociation and in all matters relating to coaches; and

ii. Coaches representatives: Appoint coaches’ representativesto committees or subcommittees when empowered to do soby these Bylaws; and

b. Makeup: The committee shall consist of a minimum of one (1)coach from each Sports Committee in the Association.

8. Coaching Education and Development:

a. Duties and responsibilities: The committee shall foster the growthof coaches’ education in the local area, using such resources as thenational committee can provide. It shall participate in the staging ofany coaching education school held in the geographic area of theAssociation; and

b. Makeup: The committee shall attempt to parallel the structure of thenational subcommittee, such activities being led by an Associationeducation chair appointed by the Association president.

9. Law & Legislation and Rules

a. Duties and responsibilities: The committee shall:i. Deliberations: Consider and present in proper form for

action all amendments to the USATF Bylaws and OperatingRegulations and may make recommendations thereon;

ii. Custodial service: Be the custodian of the localAssociation Bylaws;

iii. Interpretation: Interpret the Rules of Competitioniv. Amendments by members: Have the authority to propose

amendments to the USATF Bylaws, Operating Regulations,and Rules of Competition on behalf of the Association withthe signature of the President of the Association; and

b. Makeup: The committee shall consist of at least three (3) andno more than seven (7) members of the Association, at least twentypercent (20%) of which must be active athletes, as named by thePresident.

10. Member services liaison:

a. Duties and responsibilities: The liaison shall assist the areamembership chair in determining the qualifications of membergroups, and shall coordinate all elections for both the officers,Board, and committee chair positions; and

b. Appointment: The liaison shall be appointed by the President withthe approval of the Board.

11. Officials Committee:

a. The Committee shall:i. Administration: Select a person or committee

responsible for training, certifying, and generallysupervising officials within the Association, under suchrules and procedures consistent with the directives of thenational committee, as it may adopt;

ii. Methods: Establish, by examination, rules review, fieldexperience, clinics, and such other procedures as it maychoose, their overall program administration, including thedirect responsibility of certifying the officiating category of

association Official to working officials within itsAssociation;

iii. Instruction: Develop and maintain instructional programsfor officials, including examinations, rules, reviews,clinics, and other such activities as it may prescribe; and

iv. Certification: Be responsible for:v. Designating pre-certified officials;vi. Certifying Association-level officials; andvii. Recommending to the national committee candidates for

national and master-level officials certification; andb. Minimum make-up and concurrence: The Officials Committee shall

be composed of at least one representative from each locally activesports discipline of the Association.

12. Sports Medicine & Services:

a. Duties and Responsibilities: The Committee shall:i. Advise coaches and athletes and the Athletic community on

the prevention and care of Athletics injuries;ii. Coordinate research on human performance;iii. Lead efforts to provide medical staffing at events;iv. Seek appropriate controls on dangerous or unfair substance

abuse;v. Develop educational materials and conduct educational

programs concerning drug abuse in sports and sports relatedinjuries and care;

vi. Establish working relationships with sports medicine careproviders throughout the Association to develop anAssociation-wide medical care referral network.

b. Make-up: The committee shall consist of at least four (4) membersof the Association, at least twenty percent (20%) of which must beactive athletes, and a Chairperson as named by the President

ARTICLE 14DISCIPLINARY AUTHORITY

A. This Association shall have the authority to discipline any member, delegate,athlete, coach, manager, official, trainer, member of any committee, and any otherperson or entity participating in Athletics who, by neglect or by conduct, (i) acts in amanner detrimental to the purposes of USATF or Athletics, or (ii) has violated any ofthe Bylaws, Operating Regulations, or Rules of Competition of USATF, or of theAssociation, or (iii) has violated the rules of eligibility, or (iv) who by his, her, or itsconduct has acted in a manner which tends or brings disrespect to the Association,USATF, or the sport of Athletics.

B. In all instances brought under paragraph A of this Article 14, the person or entities

charged shall be provided with fair notice and an opportunity for a hearing before theimposition of any penalty by the Association. However, in instances where the Boardreasonably believes that the parties or entities being so charged represent a danger to thepublic or other members of the Association, The Board of this Association shall havethe power to immediately suspend any such party or entity until a hearing can be held todetermine further action or actions. Persons or entities charged may be represented inany disciplinary proceeding by persons who may (but need not be) an attorney; may

appeal any adverse decision to USATF in accordance with USATF Regulation 11; maybe present at any hearing; and shall have the right to present evidence and testimony andto cross-examine witnesses.

C. Proceedings: Disciplinary proceedings commenced by the Association shall be

conducted in accordance with the Formal Resolution of Grievances provisions ofArticle 15 of these Bylaws.

D. Sexual Misconduct: In any case where it is established that an individual has been

convicted of, or pleaded nolo contendere to, a felony or misdemeanor involving asexual offense against a minor or a member of USATF, the Association shall proceedas prescribed in USATF Regulation 11 (A)(3).

E. On a finding by a hearing panel on matters under this Article that the party or entity

is guilty of the act or acts alleged by the Association, the Association may imposepenalties which may include, but are not limited to:

1. Expulsion from the Association and right to recommend to the NationalOffice the expulsion from USATF;

2. Suspension for a definite or indefinite period of time from the Association;3. A declaration that a person or organization is ineligible to participate in

Athletics or the affairs of the Association.4. Censure;5. Admonishment6. Fines.

ARTICLE 15REDRESS OF GRIEVANCES

A. Redress of grievances:A grievance may be any matter within the cognizance of thisAssociation other than doping offenses described in USATF Operating Regulation10. A Grievance Complaint shall state that (i) conduct detrimental to the bestinterests of Athletics or USATF has taken place, or (ii) a violation of any of theBylaws or Operating Regulations of this Association or USATF has occurred, or(iii) the rules of eligibility as defined by the IAAF have been broken. GrievanceComplaints may be filed only by individuals who were, at the time that the conductcomplained of occurred, members, directors, or officers of USATF or who havethe legal capacity or standing to act on behalf of a member of this Association whois a minor. Except as provided in USATF Regulations 11-A-3, GrievanceComplaints must be filed within two (2) years from the time the complaining partyknew or should have known of the act giving rise to the Complaint.

B. Grievance Complaints: Grievance complaints shall (i) be filed with the

Association office and the Secretary, (ii) be signed under oath, (iii) allege withparticularity the nature of the grievance, and, where appropriate, the Association,USATF or IAAF rule which has been violated or broken, and (iv) ask that theAssociation take such action as may be appropriate and in accordance with its rules.Factual allegations shall be separately stated in concise language with one suchallegation set forth in each numbered paragraph of the Grievance Complaint. Thefailure of a Complaint to comply with the preceding sentence shall not be groundsfor its dismissal, provided the Complaint clearly makes specific allegations that, ifproven, would justify one of the conclusions set forth in paragraph A above. The

Association Office shall forward a copy of each Grievance Complaint to thePresident and to the Board.

C. Informal resolution of grievances: Upon receipt of a Grievance Complaint, the

President or his or her designee shall use every effort to resolve the grievancethrough informal means, and, in the case of grievances pertaining to a specificathlete or a specific sport discipline, the President or his or her designee shall conferwith the chair of the sport committee for the discipline involved. As part of theinformal resolution process, all respondents named in the Grievance Complaintshall be served with a copy.

D. Formal resolution of grievances: If the informal resolution of the Grievance

Complaint is unsatisfactory to any party, that party may so inform the President inwriting within fifteen (15) days requesting a formal hearing on the GrievanceComplaint. Upon receipt of such notice, the President shall promptly:1. Appoint at least three (3) members who have no interest in the matter, to

hear evidence, make findings of facts, and adjudicate the issue.2. Assign to the Chairperson of the Rules and Regulations Committee the

gathering of relevant facts and information, and to present and challengeevidence supporting the charges at the hearing and to challenge by cross-examination and other appropriate means, evidence presented by the personor entity charged.

E. Duties of the Secretary: The Secretary shall forward to the parties involved a

Notice of Hearing which shall be either hand-delivered, or mailed by first classmail, return receipt requested to the last known address of the parties involved.Such Notice of Hearing shall include:1. A copy of the Grievance Complaint or other documents giving rise to the

proceeding.2. The names of the hearing panel members and the address and telephone

number of the panel’s chair, and3. A copy of Article 15 of these Bylaws and a copy of the text of USATF

Regulation 11. F. Answer: A written answer which may or may not contest the charges shall be

filed within ten (10) days after receipt of the Notice of Hearing with either (I) theSecretary of the Association, who shall send copies to the hearing panel, thepresenter, and all other parties concerned, or (ii) the chair of the hearing panel whoshall send copies to the member of the hearing panel, the presenter, and all otherparties concerned.

G. Challenge for lack of Impartiality: Any party to a hearing or any panel member

may, prior to the hearing, challenge the seating of any panel member, on the groundthat the panel member is not impartial. The challenge shall be made to and decidedby the Board.

H. Failure to Answer: A failure to answer timely shall be deemed a waiver by the

person or entity charged of the opportunity to have a hearing. Upon such failure,the hearing panel may proceed n the absence of the person or entity charged andmay decide the matter with or without a hearing and with or without the taking oftestimony and evidence as may be deemed appropriate.

I. Hearings:1. Date: After the panel has received the answer of the parties charged, or

after the time to answer under this Article has elapsed, the panel shall, afterconsultation with all parties and the presenter, schedule a hearing and shallnotify all parties of the date and time of such hearing. The hearings shouldbe scheduled to be held within thirty (30) days of the receipt of the answeror the expiration of the time to answer.

2. Evidentiary Rules: The rules of evidence generally accepted inadministrative proceedings shall be applicable to the hearing.

3. Presentation and Recording of Proceedings: At the hearing, all interestedparties shall have the right to counsel, to present evidence and cross-examine witnesses, and to present such factual or legal claims as willsupport their positions. A summarized record of the hearing shall be madeby the hearing panel and the panel shall report its findings of facts andconclusions to the President, the Board and all interested parties withinfifteenth (15) days of the hearing. The Secretary shall ensure that the recordis maintained by the Association.

J. Closed Hearings: Hearings shall be closed to the public.

ARTICLE 16SANCTIONS

A. Domestic Sanctions: This Association shall have authority to grant sanctions tosports organizations or persons otherwise wishing to hold athletic competitions inathletics, that are not international in nature, within the United States.

B. Sanctioning Policy: Unless this Association determines by clear and convincing

evidence that holding or sponsoring an athletics competition would be detrimental tothe best interests of the sport, this Association shall promptly grant a sanctionrequested by a sports organization or person(s) provided all the requirements ofUSATF Operating Regulation 14 have been satisfied. The decision as to whether aproposed competition would be detrimental to the best interests of the sport shall bemade in the first instance by the Association. Approval of sanctions shall not beunreasonably denied. The decision to deny a sanction may be appealed to USATF

C. Sanction Requirements: Sanctions are issued, withheld, or withdrawn in

accordance with the requirements and provisions of USATF Operating Regulation14.

ARTICLE 17FISCAL AND LEGAL MATTERS

A. Fiscal Year: The fiscal year of this Association is January 1 through December31.

B. Depositories: The Association shall, from time to time as necessary, designate

depositories for funds, property, and assets belonging to or under the control ofUSATF.

C. Signatories: Funds on deposit in banks may be withdrawn only by vouchercheck upon the signatures of at least two of the officers who are signatories. Otherassets or property of this Association may be transferred from one depository toanother by action of the Board.

D. Bonding: Corporate fidelity bonds shall be obtained at the expense of this

Association in a form and amount approved by the Board, indemnifying USATFand this Association against losses resulting from infidelity, defalcation, ormisappropriation by officers, employees, or agents, of funds, property, or assetsowned by or under the control of this Association.

E. Indemnification: This Association shall immediately indemnify any person

who was or is a party or is threatened to be made a party to any threatened,pending, or completed action, suit, or proceeding, whether civil, administrative, orinvestigative, by reason of the fact that he or she is or was a director, officer,employee, or official representative of this Association against expenses, includingattorney’s fees, judgments, fines and amounts actually and reasonably incurred byhim or her in connection with such action, suit, or proceeding, if he or she acted ingood faith and in a manner he or she reasonably believed to be in or not opposed tothe best interests of USATF and this Association, and, with respect to any criminalaction or proceedings, had no reasonable cause to believe his or her conduct wasunlawful. The termination of any action, suit, or proceeding by judgment, order,settlement, conviction, or upon a plea of nolo contendere or its equivalent, shallnot, of itself, create a presumption that the person did not act in good faith and in amanner which he or she reasonably believed to be in or not opposed to the bestinterests of USATF and this Association.

F. Standards of conduct: Any indemnification under this article shall be made by this

Association only as authorized in the specific case upon a determination that theofficer, director, employee, or official representative has met the applicable standardof conduct set forth herein. Such determination shall be made by the Board by amajority vote of a quorum consisting of members of the Board who were notparties to such action, suit, or proceeding. If such a quorum is not obtainable, suchdetermination shall be made by either (1) by a majority vote of the full Boardpursuant to opinion of independent legal counsel, or (2) by the members of thisAssociation at the next meeting;

G. Expenses: Expenses, including attorney’s fees, incurred in defending a civil

action, suit, or proceeding may be paid by this Association in advance of the finaldisposition of such action, suit, or proceeding as authorized in the manner providedabove upon receipt of an undertaking by or on behalf of the director, office,employee, or official representative to repay such amount unless it shall beultimately determined that he or she is entitled to be indemnified by this Association;and

H. Applicability: The indemnification provided by this section shall not be deemed

exclusive of any other rights to which the director, office, employee, or officialrepresentative may be entitled under bylaw, agreement, vote of the membership, ordisinterested directors or otherwise. The indemnification provided by this sectionshall continue as to a person who has ceased to be a director, officer, employee, orofficial representative and shall inure to the benefit of the heirs, executors, andadministrators of such a person.

I. Liability Insurance: This Association shall secure comprehensive liabilityinsurance coverage, including insurance for athlete/participant injury liability.

J. Audit schedule: The Board, effective at the beginning of each fiscal year,

shall select a Certified Public Accountant to audit the books and financial records ofthis Association for the ensuing year. After completing the audit, the auditor shallsubmit his or her report to the Board , and as soon thereafter as reasonablypossible, a copy of such audit report shall be available for each member of thisAssociation and sent to the USATF National Office before the next annual meeting.

K. Legal Counsel:

1. Counsel to the Board: The Counsel to this Association shall be appointedby the President with the approval of the Board. The Counsel to the Boardshall be responsible for overseeing the legal affairs of this Association andshall be available to advice and consult with the officers, and other agents ofthis Association, render legal advise and assistance, and perform such otherduties as the President or the Board may request. The Counsel to the Boardshall have the right to the floor at any meeting of the Association, its Board,and its committees to comment on legal matters. The files, records, anddocuments created by the Counsel to the Board during the course of dutiesto the Association shall belong to the Association; and

2. Special Legal Counsel: On those occasions when the nature or scopeof a particular matter requires expertise or a commitment of time, or cannototherwise be adequately dealt with in the ordinary course by the GeneralCounsel, and it appears to be in the best interests of this Association, theBoard may authorize the President, in consultation with the Counsel to theBoard to retain Special Legal Counsel. Where prior authorization by theBoard is impractical, the President, in consultation with the Counsel to theBoard, may in the best interests of USATF and this Association retains suchSpecial Legal Counsel. All agreements with Special Legal Counsel as tolegal services to be rendered and the fees and compensation to be paid shallbe in writing and executed in accordance with this paragraph.

L. Contracts: Contracts not in the ordinary course of affairs of this Association,

shall be examined and approved for form by the Counsel to the Board or by theSpecial Legal Counsel of the Association, prior to execution. The contents of allcontracts affecting sport committees shall, during their negotiation phase, becommunicated to the appropriate committee(s). Unless otherwise directed by theBoard, all written contracts shall be executed on behalf of this Association by (i) thePresident (or another officer designated by the President) and (ii) the ExecutiveDirector, if the Association has an Executive Director, and, if required, attested toby the Secretary.

M. Arbitration: This Association agrees to submit by binding arbitration conducted

in accordance with the commercial rules of the American Arbitration Association, inany controversy involving its recognition as a national governing body, as providedfor in Paragraph 395, Subchapter II, Chapter 17, of Title 36 (page 93) of theUnited States Code or in any controversy involving the opportunity of any athlete,coach, trainer, manager, administrator, or official to participate in Athleticscompetition, as provided for in the constitution and bylaws of the USOC.

N. Conflict of Interest: Any individual representing this Association, or who has afinancial arrangement with USATF or this Association, or who is an employee ofthis Association or of its Associations, or who is a member of any of itscommittees, shall not participate in the evaluation or approval of a contract with asupplier to furnish goods or provide services to USATF or this Association, if thatindividual directly or indirectly benefits financially, or otherwise receives any formof compensation from, or has any interest in, any supplier under consideration.The Board may require that such individuals disclose all financial interests that mayinfluence the performance of their duties for USATF or this Association. Eachindividual referred to in the first sentence of this paragraph shall, upon learning thatthis Association is proposing to enter into any arrangement in which he or she has afinancial interest, promptly notify the President, or the Executive Director in writingof the existence of such interest, and the President or Executive Director, shall, inturn, promptly disclose such interest to those bodies of USATF involved inconsidering entry into the arrangement. In the event of a violation of this provision,the Association shall have the right to recover such payment and to void the contractor transaction.

ARTICLE 18DISSOLUTION

A. Upon dissolution of the corporation, the Board shall, after paying or makingprovisions for the payment of all the liabilities of the corporation, dispose of all theassets of the corporation exclusively for the purpose of the corporation in such amanner, or to such organization or organizations, organized and operatedexclusively for charitable, educational, religious, or scientific purposes shall at thetime qualify as exempt organization or organizations under Section 501(c)(3) of theInternal Revenue Code of 1954 (or the corresponding provision of any futureUnited States Internal Revenue Law), as the Board shall determine.

ARTICLE 19SAVING CLAUSE

A. Failure of literal or complete compliance with provisions of the Bylaws in respect ofdates and times of notice, or the sending or receipt of the same, or errors inphraseology of notice of proposals, which in the judgment of the members atmeetings held do not cause substantial injury to the rights of members, shall notinvalidate the action or proceedings of the members at any meeting.

ARTICLE 20AMENDMENTS

A. General provisions: Amendments shall be considered by this Association asfollows:1. Voting for Bylaws approval: Amendments to the Bylaws shall require for

passage a two-thirds vote of those members present and voting at themeeting provided notice of the proposed amendment has been submitted inwriting to the members of the Association at least thirty (30) days prior tothe meeting; and

2. Voting for other regulations approval:Amendments to the other regulationsshall require a majority vote of members present and voting, provided noticeof the proposed amendment has been submitted in writing to the membersof the Association at least thirty (30) days prior to the meeting.

B. Exceptions: Notwithstanding Paragraph A above, amendments may be

considered at any meeting of the Association in any of the following circumstances:1. Tabled amendments: Tabled amendments may be acted upon at any

subsequent meeting without redistribution of the proposal;2. Conformity with the law: To make the Bylaws or other regulations

conform with federal or local law or regulation;3. Conformity with USATF: To make the Bylaws or other regulations

conform with USATF requirements; and4. Uniformity: To make the Bylaws and other regulations conform with

each other;5. Such items need not meet the time requirement of subparagraph A-3 above

and D-1 below. C. Emergency circumstances: In emergency circumstances, this Association or its

Board may adopt changes as follows:1. Vote of the membership: Upon a ninety percent (90%) vote at any

meeting of this Association; and2. Vote of the Board: Where immediate relief is deemed necessary, the

Bylaws and other regulations may be amended upon vote of ninety percent(90%) of the total membership of the entire Board, such amendment to beeffective only until the next meeting of the Association.

D. Submissions: The following provisions shall govern submissions of amending

legislation:1. Time of submission: Amendments shall be submitted at least sixty (60)

days prior to the meeting at which they are to be considered, so as to allowproper review and submittal to the members of the Association. This sixty(60) day requirement may be waived, in emergency circumstances, upon aninety percent (90%) vote at any meeting of this Association.

2. Submittals: Amendments may be submitted only by a member of thisAssociation.

3. Persons receiving submissions: Amendments to the Bylaws and otherregulations shall be submitted to the chair of the Law & Legislation/RulesCommittee;

4. Form of submission: The proposed amendments shall be in such form asto show the entire section, subsection, or paragraph, as the case may be, asit will read if adopted, with all proposed additional language underlined orshaded, and all proposed deleted language in double parentheses. Eachsubmission shall be accompanied by a brief statement of the rationale for thesubmission. If there is a budgetary impact, it shall be estimated with thesubmission or, lacking such estimation, shall be provided by the Treasurerand/or the chair of the Budget Subcommittee of the Board; and

5. Approval of submissions: All proposed amendments must first berecommended for approval at the time of submission by someone other thanthe submitter who shall be another member of the Association.

E. Effective date: Unless otherwise specified at the time of adoption, amendments to

the Bylaws and other regulations shall be effective immediately.

F. Saving Clause:Failure of literal or complete compliance with provisions of the by-

laws with respect to the dates and time of notice, or the sending or receipt of thesame, or errors in phraseology of notice of proposals, which in the judgment of themembers at meetings held do not cause substantial injury to the rights of membersof this Association, shall not invalidate the actions or proceedings of the members atany meeting. Items not covered by these Association By-laws are governed by theUSATF By-laws.

GENERAL REGULATIONS

REGULATION 1MEMBERSHIP

A. Association responsibilities: This Association shall have specific responsibilitiesin the collection of dues and fees from its members.

B. Collection of dues: On or before the 15th day of the month following collection,

a transmittal report and USATF’s national share of annual dues for each sportsorganization and individual member shall be submitted to the National Office.

C. Coaches:

1. All coaches of any club registered with this Association shall be members ofthis Association.

2. Clubs shall submit a list of their coaches along with their annual clubmembership application and shall update that list as necessary.

3. All coaches are required to take the Coaches Developmental Class offeredby USATF. Coaches who are at least Level One Certified Coaches areexempt from this requirement.

4. Coaches and others who work with youth athletes may be subject tocompulsory disclosure programs and/or background checks approved bythe Board.

REGULATION 2CERTIFICATION OF ATHLETE ELIGIBILITY

A. Membership: All athletes competing in events conducted by this Association or byany member club of this Association shall be USATF members unless providedotherwise in the Bylaws and Operating Regulations of USATF or this Association,and shall meet the requirements of USATF Regulation 7.

B. Certification: In lieu of membership, the Association membership committee shall

accept from a coach or designated official of a recognized educational institution orbranch of the Armed Forces certification that the athletes are eligible to compete forthe institution or branch under the rules of USATF and the IAAF. This certificationshall remain in effect for the full season of the educational institution or branch ofthe Armed Forces.

REGULATION 3CHAMPIONSHIPS

A. General: The Association championships shall be conducted in senior, youthand masters classes. This Association shall be subject to those USATF Rulesgoverning age groups, eligibility, entries, protests, and competition as are containedwithin the USATF Rules of Competition.

B. Dates: Dates for Association championships shall be determined by the respective

Sports Committees and the National Office as necessary.

REGULATION 4RECORDS

A. Submission:1. Form: All applications for records shall be submitted on an official record

application form and shall contain all pertinent information requested on theform;

2. Responsibility:It shall be the responsibility of the Association sportcommittee, or of the member club or affiliate organization sponsoring orconducting the competition, to apply for the record on the form which shallbe properly completed and forwarded to the Association Office withoutdelay. In the case of a National Record, the Association Office shallimmediately forward the record application to the National Office.

3. Processing: Upon receiving a record application form and anyaccompanying documentation, the Association Office shall forward it to theRecords Committee which shall review the form, gather any additionalinformation, and ratify or reject the record as appropriate.

REGULATION 5CERTIFICATION OF ROAD COURSES

A. The regulations concerning the certification of Road Courses in USATF Regulation6 is hereby adopted by this Association.

REGULATION 6REPRESENTATION

A. General: An athlete who is a bona fide resident of the geographical areacovered by this Association shall be considered a member of this Association exceptas otherwise provided in Paragraph B below.

B. Attached athletes: In order for an athlete to compete as a representative of a

national club or of a local club, educational institution, or other organization, thatorganization must be a member in good standing of USATF.

C. National clubs: Athletes belonging to a national club shall be considered

members of this Association provided they reside within the geographical areacovered by this Association, unless paragraph B below is applicable. Nationalclubs shall not be eligible to compete for Association team championships, butathletes belonging to a national club may compete in the Association championshipand shall be scored as though they are unattached athletes; or

D. Local clubs, educational institutions, and other organizations: An athlete who

is not a member of a national club (or is only by reason of subparagraph C-3-cbelow) may compete as a representative of any local club, educational institution, orother organization that is a member of the this Association. Any such athlete shallscore for the athletes’ team in any championship or other competition;

E. Unattached athletes: An unattached competitor is an athlete member who

represents no club, educational institution, or other organization. An unattachedathlete may compete in this Association provided that athlete is a member of thisAssociation. An unattached athlete shall be identified at athletics events with this

Association or place of residence in which he is a member, and not with a club.Examples of this would be “John Doe, Unattached (Gulf)”, and “Jane Doe,Unattached (Houston, Texas)”;

F. Notification of changes: An athlete member who wishes to change

representation shall notify the Membership Chair prior to the effective date of thechange; and

G. Fees for changes: All applications for changes of representation must be

accompanied by a fee, if any, to be determined by the Association membershipcommittee and approved by the Board.

H. Residency exceptions: This Association may permit an athlete who is a bona fide

resident to be a member of another Association by agreement of the twoAssociations. Agreement may concern individual athletes or all athletes who residein certain areas.