WISCONSIN ASSOCIATION USA TRACK & FIELD, INC.
The name of this corporation shall be Wisconsin Association USA Track & Field, Inc. hereinafter referred to as “this Association”.
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.
B Athletics means, inclusively, track & field, long distance running, cross country running, road running, race walking, and any other sport discipline recognized by the IAAF.
C Athletics competition means a contest, game, meet, match, tournament, or other Athletics event in which eligible athletes compete.
D Club means a local or national organization whose programs involve competitive member athletes, events, and/or education in Athletics.
E 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.
F NABR means the National Athletics Board of Review, as established in USATF Operating Regulation 11.
G 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.
H 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.
I This geographic area means the State of Wisconsin.
J USATF means USA Track & Field, the national governing body.
PURPOSES AND DUTIES
This non-profit corporation shall act as the governing body (as defined by the Ted Stevens Olympic and Amateur Sports Act of 1998) for Athletics in this geographic area.
A Purposes: This Association shall have the following purposes:
1 Development: Developing interest and participation in Athletics in this geographic area at all levels;
2 Management: Promoting Athletics and athletes by conducting competitions and other events, and by cooperating with and encouraging other organizations which may do so; and
3 Marketing: Generating public awareness, appreciation, and support for Athletics, USATF, and this Association, creating opportunities for athletes and Athletics events, and generating sponsorships to aid this corporation in fulfilling its purposes and duties.
B Duties: This Association shall have the following duties:
1 Responsibility to constituency: Being responsible to the persons and sports organizations active in Athletics;
2 Coordination of scheduling: Minimizing, through coordination with other sports organizations, conflicts in the scheduling of all practices and competitions in Athletics;
3 Communication with athletes: Keeping eligible athletes active in Athletics informed of policy matters and reasonably reflecting the views of such athletes in the policy decisions of USATF and this Association;
4 Sanctioning of events: Sanctioning competition in Athletics in accordance with the provisions of these Bylaws and Regulations, USATF Bylaws, and USATF Operating Regulations;
5 Participation in competition: Providing for the participation by eligible athletes in competition in Athletics, in accordance with the provisions of these Bylaws and Regulations, USATF Bylaws, and USATF Operating Regulations;
6 Support of diversity in Athletics: Providing equitable support and encouragement for participation by all persons in Athletics, regardless of gender, age, race or ethnicity, or disabilities;
7 Coordination of certification and education: Providing the means for certification of coaches and officials throughout this geographic area in all disciplines and at all levels of Athletics;
8 Registration and certification of athletes: Registering eligible athletes as members and certifying such athletes as eligible for competition; and
9 Administration of athletics: Performing all other duties necessary for the administration of Athletics in this geographic area and to achieve this corporation’s purposes.
This Association shall be the governing body for Athletics in this geographic area, and shall exercise the following powers:
A Representation: Representing this geographic area in USATF.
B Establishment of Association goals: Establishing Association goals and encouraging the attainment of those goals in Athletics.
C Coordination of Athletics: Serving as the coordinating body for activity in Athletics in this geographic area.
D Jurisdiction: Shall have jurisdiction over Athletics competition in this geographic area, including Association championships, with the exception that any sports organization which conducts closed Athletics competition (participation in which is restricted to a specific class of eligible athletes such as high school students, college students, members of the Armed Forces, or similar groups or categories) shall have exclusive jurisdiction over such competition.
E Autonomy: This Association shall be autonomous in its governance of Athletics in this geographic area, in that it shall independently determine and control all matters central to such governance in accordance with the USATF Bylaws and Operating Regulations and these Bylaws and Regulations, it shall not delegate such determination and control, and it shall be free from outside restraint except in recognition of its role as a part of USATF. This provision shall not be construed as preventing this Association from contracting with third parties for administrative assistance and support in connection with its purposes and authority.
A Individuals: Any person who meets the criteria for individual membership as determined 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, organizations administering competitions, and any other groups designated by USATF. Member groups must designate in writing who the voting members of the group are to be, and must make any changes to this in a timely manner before such individuals are recognized 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 the USATF Board of Directors, or any operating policy approved by this Association may be suspended, after due notice and an opportunity to be heard by the body designated to conduct such hearings, until the next meeting of this Association, to which meeting action of suspension shall be reported by the Secretary. At such meeting the suspension may be rescinded by a majority vote of the members, or such individual or group may be expelled by a two-thirds vote.
All members who are over the age of eighteen are entitled to participate in voting at meetings of this Association. No individual may cast more than one vote on any motion or in any election. All voters must be current members of this Association of USATF at the time that they are voting.
A Annual meeting: The annual meeting of this Association shall be held on or before September 15 of each year, at such date, time, and place as may be fixed by the Board of Directors and announced by requisite notice of such meeting.
B Regular meetings: This Association shall hold semi-annual meetings of the membership at such time and place as the Board of Directors shall determine with input from the membership.
C Special meetings: Special meetings of the membership of this Association shall be held upon call by the Board of Directors. The Board of Directors must call a special meeting upon written request of either two (2) currently registered local clubs or ten (10) voting members.
D Meeting procedures: The following shall govern the conduct of all meetings of this Association:
1 Notification of meetings:
a Distribution: Notice of the meeting must be distributed by mail, newsletter, local Association web site, and/or the National Office’s web site;
b 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 site through a mailing or newsletter;
c Prior arrival: The initial meeting notice must be sent by means under which it will arrive at least thirty (30) days prior to the beginning of the elections process; and
d Changes: Any notice of a meeting change must be at least fourteen (14) days prior to the meeting;
2 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 a committee is necessary, unless seventy-five percent (75%) of the members of the group then present agree to such action;
3 Open conduct of business: All meetings of this Association shall be open to all individual members of the Association except as otherwise provided. There shall be a specified time period in the meeting where any member may give input or make a brief statement;
4 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 close the session; and
5 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 be posted on the Internet. All written reports or a summary of such reports shall be distributed with the draft minutes.
E Quorum: At all meetings of this Association a quorum shall consist of those voting members present. The minimum number of members that shall constitute an official meeting shall be three.
F Agenda: Prior to each meeting of this Association, the Secretary shall consult with the President and any Association staff members on the agenda. The Secretary shall prepare an agenda to be presented to the members at the start of the meeting as one of the first orders of business. Such agenda items shall include, but not necessarily be limited to:
1 Attendance: Consideration of the eligibility of members through acceptance of the registrar’s report or roll call;
2 Credentials: Consideration of credentials and challenges;
3 Minutes: Acceptance of the minutes of the previous meeting;
4 Financial report: Treasurer’s report and approval of the budget;
5 Reports: Reports from the President and those officers and committee chairs that have business to come before the delegates;
6 Introductions: Group introduction of other officers and committee chairs (without reports);
7 Amendments: Action on proposed amendments;
8 Elections: Nominations (without speeches except for officer positions) and elections as scheduled, including special elections;
9 Site selections: Report on site selections by each sport committee;
10 Awards: Appropriate awards presentations; and
11 Other business: New or old business as scheduled.
G Rules of order: Questions of order shall be decided by the chair in accordance with Roberts Rules of Order (Newly Revised), unless otherwise provided in these Bylaws. Decisions by the chair may be appealed to the Association parliamentarian. The President shall designate a qualified parliamentarian for all meetings of this Association.
The following guidelines shall apply to all elections for officers and sport committee and other chairs in this Association:
A Election notice:
1 Distribution: Notice must be distributed by mail, newsletter, local Association 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 site through a mailing or newsletter;
3 Prior arrival: The initial meeting notice must be sent by means under which it will arrive at least thirty (30) days prior to the beginning of the elections process; and
4 Changes: Any notice of a meeting change or a change in the election process must be at least fourteen (14) days prior to the meeting.
B Nominating process:
1 Nominating committee: Prior to July 1 of each even numbered year, the president shall appoint a nominating committee consisting of at least three (3) members of the Association and notify the secretary of the formation of the committee. In the event that the president fails to appoint a nominating committee, the secretary shall direct the vice-president to form the committee. The nominating committee shall select at least one nominee for each elective office. Such nominations, in writing, shall be sent to the secretary not later than July 15;
2 Membership & age criteria: A candidate must be a member of the Association who is at least 18 years of age (at the start of the term of office);
3 Nominations and seconds: Nominations may also be accepted from the floor and require one (1) nominator and one (1) seconder who both are 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 person occupies;
2 Proxies: There shall be no proxy voting;
3 Minimum age: Voters must be a minimum of age eighteen (18) on the day of the election;
4 Voting membership deadline: Individuals must be members in the month which ends more than one full month preceding the election;
5 Appointees: An appointed committee chair or Board member shall not vote in elections in that capacity, but may otherwise qualify for a vote;
6 Organizations: Currently registered local clubs shall have one (1) vote; each voting delegate must be in good standing with the organization and be a current member 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: Credential disputes must be resolved before the election process is started with nominations and/or the report of the nominating committee;
2 Uncontested: Uncontested elections may be voted by acclamation; and
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 whom must be an athlete, shall count the ballots and sign the tally. All panel members shall be of voting age. The panel shall not include any individual who 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 contested offices) on procedural matters.
F Committee chairs:
1 Age and terms: All committee chairs, whether elected or appointed, must be at least 18 years of age and members of the Association. Chairs shall be elected or appointed for specific terms which are determined prior to the voting for the position;
2 Election and appointment: The president appoints the committee chairs. However, when requested by two (2) or more member organizations of the Association, sport committee chairs shall be elected. When a sport chair is elected, the election shall take place at a meeting which is held separately from the general elections, either by time or location, and at a minimum, shall be advertised to all member organizations in the Association active in the discipline;
3 Format: Election procedures described in Article 8 of these Bylaws shall be followed for committee chair elections;
G National delegates:
1 Appointment: National delegates shall be appointed at the annual meeting from the pool of voting members who indicate that they are able to attend the convention;
2 Election: If a consensus is not reached with regard to the makeup of the delegation, one or more delegates may be elected in accordance with the same procedures used for committee chairs.
H Majority requirement:
1 Officers: The president and secretary of the Association must be elected by a majority of the ballots cast. If a run-off election is necessary, the notification requirement shall be the same;
2 In-person majority: In elections conducted at meetings, a plurality may not be accepted in the first round except for the election of national delegates; and
3 Run-off candidates: In run-off elections, candidates equal to twice the remaining positions shall be on the ballot.
I Election protests:
1 Operating Regulation 11: Except as indicated below, USATF Operating Regulation 11 shall apply to election grievances. Protests may only be made after the election process is concluded;
2 Panel composition: An NABR panel from a different USATF region shall be appointed to conduct the hearing. All hearings shall be by conference call.
3 Invalidation: The NABR panel shall invalidate an election if it is found that one or more infractions occurred and likely changed the outcome of an election; and
4 Further action: The NABR panel may recommend or require changes for future 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 or campaigning), but may, at the discretion of the Association, be permitted to vote if they are members and otherwise eligible.
OFFICERS AND THEIR DUTIES
A Positions: The officers of this Association shall be: President, Vice President, Secretary, Treasurer, and Membership Chair. No individual may be an officer of this Association who is also an officer of another sport governing body 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 the Board of this Association:
1 President: The President shall:
a Preside at all meetings of USATF and its Board;
b Manage and supervise the affairs of this Association, subject to the direction of the Board of this Association; and
c Select committee chairs and other such members that he or she is entitled to appoint as well as other appointments authorized by these Bylaws after consultation with the other officers. He or she may likewise terminate such appointments for good cause upon written notice to such appointees and the other officers;
2 Vice President: The Vice President shall perform duties assigned by the President and Board. In the temporary absence of the President from a meeting, the Vice President shall serve as acting chair. The Vice President shall also be an ex officio non-voting member of all committees;
3 Secretary: The Secretary shall keep or cause to be kept all records of this Association, all minutes of meetings of this Association and its Board, and, in general shall perform all duties normally pertaining to the office 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 financial condition of this Association, and, in general, shall perform all duties normally pertaining to the office of treasurer; and
5 Membership Chair: The Membership Chair shall collect or cause to be collected all memberships for individuals and groups within the Association, and provide liaison to the USATF National Office in all matters of membership, including reporting and disbursement of benefits.
C Election: All officers are to be elected for terms of two years at the annual meeting of the Association held in even-numbered years. A person may not hold the office of President and any other officer position; however, a person may be named in other dual capacities or to fill a vacancy.
D Limitation on terms: No person shall serve in an officer position for more than four 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, it may, in its sole discretion, name another officer to fill the vacancy temporarily. In the event an officer resigns or is permanently unable to serve, the Board shall name a successor until the following annual meeting, subject to the limitation in paragraph C above, at which time a special election shall be held for the unexpired portion of the 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 and voting at an annual meeting or special meeting called for this purpose, and provided the requisite notice for such meeting (see Article 8) shall properly set forth the removal vote on its agenda.
BOARD 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 (5 persons);
b The immediate past president (1 person); and
c Three at-large directors.
2 Chair and Secretary: The President of the Association shall serve as chair and the Secretary as secretary.
B General provisions:
1 Fiduciary responsibility: The Board shall manage and supervise the affairs of the Association and perform those duties specified in these Bylaws; and
2 Meetings of the Board: The Board may conduct its affairs either at meetings or by conference calls. It shall hold in-person meetings at the indoor, outdoor, and cross country meets each year as called by the President. Board meetings may also be held immediately prior to or immediately after the semi-annual membership meetings as considered necessary. The Vice President is responsible for calling additional meetings by conference call as considered necessary. Additional meetings may be called by the President or upon the written request of any three members of the Board, and if by the latter group, only after a minimum prior notice of five (5) days to the President of such intent by facsimile or e-mail. At least seven (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 the Board. After the members of the Board have called for a meeting, the President shall have twenty-four (24) hours to determine the venue and make appropriate notice to the remainder of the Board. For any meeting, notice may be waived by unanimous consent. Written notice shall include the minutes of the previous meeting.
C Election or selection of members: The at-large members of the Board shall be elected in accordance with the same procedures as for the officers of the Association.
D Terms: The term for at-large Board members shall be two (2) years.
E Quorum: A quorum for meetings of the Board shall consist of a majority of the members of the Board.
F Voting: Except as otherwise provided herein, all matters shall be decided by majority vote of those present and voting. There shall be no voting by proxy.
G 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 the distribution and/or collection of ballots using the U.S. Postal Service or any other service that may be authorized. The procedure and subject matter for such a vote shall be set forth in the authorizing resolution.
H Board committees: The Board may have committees including, but not limited to, budget, audit, compensation, insurance, and grants. Each Board committee will have no more than five (5) members, at least one (1) of whom must be a Board member. The President shall appoint the members with the approval of the Board.
I Expulsion: Failure to participate in two (2) consecutive meetings may, by a 2/3 vote of the Board members attending, cause expulsion of the member or representative.
A Committees: The following committees of this Association are established with such duties, responsibilities, and make-up as outlined here and in Articles reserved for each type of committee:
1. Men’s Track & Field
2. Women’s Track & Field
3. Men’s Long Distance Running
4. Women’s Long Distance Running
5. Race Walking
6. Masters Track and Field
7. Youth Athletics
8. Associations Liaison
9. Athletes Advisory
10. Athletics for Disabled
11. Coaches Advisory
12. Coaching Education
14. Law & Legislation and Rules
15. Member Services Liaison
17. Sports Medicine & Science
18. Cultural exchange
19. Course Certification
20. Budget and Audit
21. Marketing and Media
22. Meet Registration
23. Club Liaison
24. Other, as designated by the Board of Directors
B General provisions: The following provisions apply to all of this Association’s committees:
1 Term of members: Unless otherwise provided for, the term for members of all committees shall be four (4) years and shall commence at the conclusion of the annual meeting in each year of the Summer Olympic Games;
2 Committee makeup: The makeup of each non-sport committee shall be stated in the description for the committee. Sport committees shall be constituted as follows (although committees may operate with fewer members whenever the stated number of volunteers is not available):
a Association group members: One (1) member to be named by each Association member club or organization active in the discipline of the committee;
b Sports organization members: One (1) member who is a resident of the Association to be named from each sports organization listed in USATF Exhibit B that conduct substantial programs or competitions in the sports discipline of the particular committee;
c Athletics for the Disabled members: One (1) member to represent the collective disabled athletes in the area;
d Officials Committee member: One (1) member to be named by and from the Association Officials Committee;
e At-large members: Three (3) at-large members to be selected by the members of the committee;
f Elected officers and other positions: Any person elected by the committee to serve in an officer position, such number not to exceed four (4) additional members; and
g Active athlete members: That number of active athlete members which shall be at least twenty percent (20%) of the total authorized membership of the committee, such active athletes to be selected by those registered attendees at the meetings of this Association who are active athletes engaged in the particular sport discipline of the committee. For Youth Athletics, AAC shall appoint four (4) active athletes;
3 Committee membership and notification:
a Notification & vacancies: No election, selection, or appointment to a committee shall be effective until the Association secretary or committee chair is formally notified by the organization or other party entitled to make same. Vacancies in a committee shall be filled by the committee, individual, organization, or group entitled to appoint the vacant committee membership position. The Athletes Advisory Committee chair may appoint an active athlete from the applicable discipline to fill an athlete vacancy and/or serve as a voting alternate on any committee;
b Elections: The provisions of Article 8 shall apply to the elections process of committees. The committees shall be free to adopt other rules not in conflict with those in Article 8;
c Alternates: The individual or group electing or selecting members of any committee or subcommittee (other than committee members elected by this Association or its Board) may designate an alternate. Appointment of alternates shall be reported to the Association secretary or committee chair in a timely manner;
d Membership: All elected and appointed members of all committees shall be members of this Association;
e Termination: Organizations or groups which appoint committee members per this section may terminate such appointments for good cause upon written notice to such appointees;
f Same organization: No more than two (2) at-large members of administrative or developmental committees appointed by the President (other than the chair) may come from the same organization; and
g Listings: Under every committee member’s name in the USATF Directory shall be listed (a) their Association or (b) the governing organization they represent;
4 Committee meetings: Each committee shall hold at least an annual meeting, which may be in conjunction with the annual meeting of the Association. Committees shall hold such special meetings as may be 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 the latter case and in the absence of the willingness of the chair to call a meeting, the notice of a special meeting shall be distributed to all committee members at the direction of the Association secretary upon verification that the requirement of twenty percent (20%) has been met. The notice of a special meeting shall be in writing, setting forth the date, time, place, and purpose of the meeting, and shall be mailed to the last known address of each committee member;
5 Quorum: A quorum for any committee meeting shall consist of twenty-five percent (25%) of its members;
6 Athlete representation: Except for the Youth Athletics Committee and its subcommittees, all Association committees, subcommittees, or other appointed or elected bodies of this Association shall consist of at least twenty percent (20%) active athletes. At least twenty-five percent (25%) of the active athletes shall have competed for the United States in international competition within the last ten (10) years, if such athletes are available; and
7 Committee responsibility: Any committee project or grant which requires applicants to file a written request form must also require a certification that the Association president and sport chair (if appropriate) have been notified of the application. Any USATF national committee awarding funding for projects or events to be held in the Association must notify the Association president in writing of the date and scope of the activity to be held in the Association.
C Committee chairs: The chair of each applicable committee shall be elected in accordance with this Association’s voting procedures (see Article 8) for a one-, two-, three-, or four-year term, as shall be determined by the committee prior to voting. Unless otherwise specified, the chairs of all other committees shall be appointed by the Association President and shall serve for the same term as the President’s term. Non-sport committees which elect their chairs may also elect an executive committee to act on behalf of the committee between committee meetings.
1 Duties of chair: Chairs of all committees shall:
a Preside at all meetings of the committee;
b Ensure that all duties and responsibilities of the committee are properly and promptly carried out;
c 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 be appointed only from the membership of those committees, except that non-members (not exceeding 50% of the subcommittee) may be appointed with the authorization of the committee;
d Communicate with the committee members to keep them fully informed of events concerning the committee and decisions made to carry out the committee’s responsibilities;
e Inform the President of all committee actions and recommendations; and
f Cause to be kept and promptly forwarded to all committee members copies of the minutes of all meetings of the committee;
2 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 has previously adopted a different procedure. A panel named by the Association President shall supervise the elections in a manner approved by the Board; and
3 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 for that purpose, provided that the members of the committee shall receive notice of the proposed action at least twenty (20) days prior to the meeting.
D Sport committees general provisions: Each sport committee shall:
1 Executive committee: Have the right to establish an executive committee to perform its duties between annual meetings. The membership of the executive committee shall be at the discretion of the committee of the whole. Except for Youth Athletics, the number of active athletes shall be at least twenty percent (20%) of the membership. If such executive committee is established by either the Men’s or Women’s Track & Field Committees, at least one-third of its membership shall consist of individuals whose vocation includes the administration or coaching of school/college community track & field;
2 Open meeting: Except upon majority vote of those present, allow the attendance at its meetings of Athletics coaches, officials, or representatives of any group engaged in the sport, allowing such invitees voice but no vote;
3 Miscellaneous: Promote and develop activities related to its sport; and
4 Operating procedures: Have a set of written operating procedures on file with the Association Secretary. These procedures shall not conflict with the provisions of the USATF Bylaws and Operating Regulations or these Bylaws. Any modification of the committee’s operating procedures shall be promptly reported to the Secretary. Members of the Association may request a copy from the Secretary and copies shall be available at the Annual Meeting.
E Task forces: The President may appoint task forces. No such entity shall continue beyond the term of the President without specific reappointment. The authorized temporary groups will be reported in the minutes of the next meeting.
1 Duties and responsibilities: In addition to the provisions of Article 11, each committee shall:
a Championships: Have jurisdiction over the Association championships in the particular discipline it controls, and shall institute, locate or award, conduct, and manage all such championships in accordance with the provisions of Regulation 3;
b Calendar: Coordinate the local and domestic competition calendar in its discipline; and
c Records: Approve records for the events within its discipline;
2 Committee definitions: The disciplines and age categories under the control of 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 of the competition;
iii Masters athletes shall be at least age 40 on the day of competition; and
iv Youth athletes shall not be 19 before the final day of the national Junior Olympics track & field competition and are divided into specified age categories; and
i Men’s Track & Field: Indoor and outdoor track & field activity for junior and senior men, not including track races of greater than 10,000 meters;
ii Women’s Track & Field: Indoor and outdoor track & field activity for junior and senior women, not including track races of greater than 10,000 meters;
iii Race Walking: All race walking activity for junior and senior men and women;
iv Men’s Long Distance Running: Off-track running at all distances, track running at distances over 10,000 meters, and cross country running for junior and senior men;
v Women’s Long Distance Running: Off-track running at all distances, track running at distances over 10,000 meters, and cross country running for junior and senior women;
vi Masters Long Distance Running: All off-track running, cross country running, and track running over 10,000-meters for masters men and women;
vii Cross Country Running: jurisdiction reserved pending LDR task force study; and
viii Youth Athletics: All youth activity not conducted as junior competition for youth boys and girls, including track & field, road running, cross country running, and race walking; and
ix Masters Track & Field: All track, field, and race walking activity for masters men and women, except track running races of greater than 10,000 meters; and
3 Makeup: Each sport committee shall be constituted as stated in Article 11-B-2.
B Associations liaison:
1 Duties and responsibilities: The liaison shall:
a Communication: Communicate with other Associations of USATF;
b Examples: Collect and provide samples of model Association bylaws, policies, and operations manuals;
c Clearinghouse: Assemble and disseminate information to the National Office on registration and membership, events, schedules, services to athletes, and Association statistics;
d Association standards: Assist the Association in understanding accreditation implementation and formulating plans for improvement; and
e Resource: Both advise and serve as a resource for the Association, its officers, and its boards, either individually or collectively, with respect to current fund-raising and marketing & media practices and policies which might be applicable to their particular needs and situations; and
2 Appointment: The liaison shall be appointed by the President with the approval of the Board.
C Athletes Advisory:
1 Duties and responsibilities: The committee shall:
a Policy advice: Serve as a source of reference, opinion, and advice to the officers, employees, Board, and all committees with regard to current or contemplated policies of USATF and/or the Association and in all matters relating to athletes and athlete’s rights;
b Athlete representatives: Appoint, elect, or oversee the election or appointment of athletes’ representatives to committees or subcommittees when empowered to do so by these Bylaws;
c Participation in governance: Encourage and foster the representation and active participation of athletes at the meetings of the Association, its Board, and its committees;
d Meetings: Conduct meetings of the active athlete members and other active athlete attendees at the annual meetings of this Association;
e Performance: Assist athletes in achieving maximum performance in Athletics competition;
f Rights of athletes: Educate athletes about their rights and responsibilities in Athletics and assist athletes in preserving and protecting such rights;
g Athlete advice: Advise athletes on all matters pertaining to the general structure and operation of Athletics;
h Transition of athletes: Assist with the transition of athletes in post-competitive years; and
i Operating rules: Adopt operating rules to assist the committee in carrying out its duties and responsibilities;
2 Makeup: The committee shall consist of active athletes in each of the following categories where available:
Distances of 800 meters through 1500 meters;
Distances of over 1500 meters to 10,000 meters;
Road racing and cross country;
Horizontal and vertical jumps;
Race walking; and
At-large (active or inactive) athletes.
D Athletics for the Disabled:
1 Duties and responsibilities: The committee shall:
a 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 disabilities which conduct regular programs;
b Competitions: Coordinate, through the appropriate sport committee, the competition of athletes with disabilities in events under the jurisdiction of this Association, and promote participation by athletes with disabilities in Association-sanctioned events;
c Development: Develop programs to improve athletic performance among athletes with disabilities; and
d Education: Facilitate the education and training of coaches and officials, and education of the Athletics community in general in working with athletes with disabilities; and
2 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 be disabled and have competed in Athletics within ten (10) years. At least twenty percent (20%) of the committee shall be disabled.
E Coaches Advisory:
1 Duties and responsibilities: The committee shall:
a Policy advice: Serve as a source of reference, opinion, and advice to the officers, employees, Board, and all committees with regard to current or contemplated policies of this Association and in all matters relating to coaches; and
b Coaches representatives: Appoint coaches’ representatives to committees or subcommittees when empowered to do so by these Bylaws; and
2 Makeup: The committee shall consist of a minimum of one (1) coach from each organization active in the Association [from among the USTCA, USWTCA, NCAA I, NCAA II, NCAA III, NAIA, NHSACA, NJCAA, NWAACC, or CCCCCTCA (as appropriate], and three (3) club coaches to be selected by the President, plus three (3) active athlete members selected by the Athletes Advisory Committee chair. The members shall elect their chair at the annual meeting in even-numbered years.
F Coaching Education:
1 Duties and responsibilities: The committee shall foster the growth of coaches’ education in the local area, using such resources as the national committee can provide. It shall participate in the staging of any coaching education school held in the geographic area of the Association; and
2 Makeup: Recognizing the differences between Associations in the activities of coaches’ education, insofar as they can, Associations’ coaching education committees shall attempt to parallel the structure of the national subcommittee, such activities being led by an Association coaching education chair appointed by the Association president (unless otherwise provided for in the Association’s bylaws).
1 Duties and responsibilities: The committee shall:
a Scope: Investigate, stimulate, plan, and promulgate programs on a broad basis to provide for the overall development of (i) training and competitive facilities, (ii) equipment and skills, (iii) coaching methods, and (iv) athletic skills; and
b Effect: Perform the above activities in order to develop the maximum number of athletes from the novice to world-class levels;
2 Makeup: Members who, unless hereinafter specified to the contrary, shall be appointed by the chairs of the Olympic sport committees with the approval of the President. The chair of each committee, with the approval of the divisional chairs of High Performance and Long Distance Running, in consultation with the President, shall have the authority to appoint additional non-voting members necessary to carry out the responsibilities of the committee.
H Law & Legislation and Rules:
1 Duties and responsibilities: The committee shall:
a Deliberations: Consider and present in proper form for action all amendments to the USATF Bylaws and Operating Regulations and may make recommendations thereon;
b Custodial service: Be the custodian of the local Association Bylaws;
c Interpretation: Interpret the Rules of Competition;
d Amendments by members: Have the authority to propose amendments to the USATF Bylaws, Operating Regulations, and Rules of Competition on behalf of the Association with the signature of the President of the Association; and
2 Makeup: The committee shall consist of at least three (3) and no more than seven (7) members of the Association, at least 20% of which must be active athletes, as named by the President.
I Member Services liaison:
1 Duties and responsibilities: The liaison shall assist the area membership chair in determining the qualifications of member groups, and shall coordinate all elections for both the officers, Board, and committee chair positions; and
2 Appointment: The liaison shall be appointed by the President with the approval of the Board.
J Officials Committee:
1 Associations’ officials committees: Recognizing the possible differences between Associations in the number of meetings held, the availability of officials, and the availability of personnel to administer programs, each of the Association committees shall:
a Administration: Select a person or committee responsible for training, certifying, and generally supervising officials within the Association, under such rules and procedures consistent with the directives of the national committee, as it may adopt;
b Methods: Establish (by examination, rules review, field experience, clinics, and such other procedures as it may choose) their overall program administration, including the direct responsibility of certifying the officiating category of “Association Official” to working officials within its Association;
c Instruction: Develop and maintain instructional programs for officials, including examinations, rules reviews, clinics, and other such activities as it may prescribe; and
d Certification: Be responsible for:
Designating pre-certified officials;
ii Certifying Association-level officials; and
iii Recommending to the national committee candidates for national- and master-level official certification; and
2 Minimum make-up and concurrence: Each local official’s committee shall be composed of at least one representative from each locally active discipline of USATF; and
K Sports Medicine & Science:
1 Duties and responsibilities: Shall include such duties as described in Article 14-D-3 of the Bylaws of USA Track & Field.
2 Makeup: Shall have such makeup as described in Article 14-D-3 of the Bylaws of USA Track & Field.
L Other Committees:
1 The Board of Directors may form other Association committees as considered necessary, including those listed above in Article 11-A that are not specifically described in Article 13. The Board shall prescribe the duties, responsibilities and makeup of such committees in accordance with the purposes of said committees.
This Association shall have the authority to discipline any member, delegate, athlete, coach, manager, official, trainer, member of any committee, and any other person or entity participating in Athletics who, by neglect or by conduct, (i) acts in a manner detrimental to the purposes of USATF or Athletics, or (ii) has violated any of the Bylaws, Operating Regulations, or Rules of Competition of USATF, or of the Association, or (iii) has violated the rules of eligibility.
REDRESS OF GRIEVANCES
A grievance may be any matter within the cognizance of this Association as described in this Article.
A. Jurisdiction: This Association shall have jurisdiction over all disciplinary and formal grievance proceedings relating to matters that arise within the boundaries of the Association, except sexual misconduct allegations and doping violations which shall be under the jurisdiction of USATF. All penalties imposed by an Association shall be effective only within the jurisdiction of that Association.
B. Association Arbitration Panel: The following shall apply to the appointment and conduct of the Association Arbitration Panel (AAP):
1. Members: The Association Arbitration Panel shall consist of three (3) members - a chair, an at-large member, and an athlete member. There shall also be a first alternate, second alternate, and additional alternates who may be appointed from time to time when any of the three members of the AAP are not available. Members of the AAP shall not be members of the Association Board or Executive Committee.
2. Appointments: Appointments shall be made by the President with the approval of the Association Board. The appointments shall be duly reflected in the minutes of a properly convened Board meeting.
3. Terms: Terms shall commence on January 1 of each even-numbered year.
4. Removal: Members and alternates may be removed for good cause by majority vote of the Association’s Board. Good cause may include, but is not limited to, the following:
a. Dilatory practices: A AAP member who causes or permits delays in the hearing process; and/or
b. Failure to follow procedures: An AAP member who disregards or fails to apply the hearing procedures or other provisions set forth in the Association Bylaws, Association Regulations, USATF Rules, USATF Bylaws, and/or USATF Regulations.
C. Grievances: A grievance may involve any matter, other than sexual misconduct and doping offenses, within the cognizance of USATF that occurs in the jurisdiction of this Association:
1. Grievance Complaints: A Grievance Complaint shall state the following:
a. Detrimental conduct: Conduct detrimental to the best interests of Athletics, USATF, Wisconsin Association USATF, Inc. has taken place; or
b. USATF violations: A violation of any of USATF’s Bylaws or Operating Regulations and/or of a violation of any of Wisconsin Association USATF, Inc. Bylaws or Operating Regulations has occurred.
2. Parties: Grievance Complaints may be filed only by and against individuals or entities which were, at the time that the conduct complained of occurred, and at the time the Complaint is filed, members, directors, or officers of USATF or otherwise subject to the jurisdiction of Wisconsin Association USATF, Inc. A non-member, former director, or former officer of Wisconsin Association USATF, Inc. shall be subject to the jurisdiction of Wisconsin Association USATF, Inc. for the purpose of defending against a Grievance Complaint for an incident that occurred while he or she was a member, a director, or officer of Wisconsin Association USATF, Inc. or otherwise subject to the jurisdiction of Wisconsin Association USATF, Inc. A Grievance Complaint may only be filed by a person or entity affected by the issues raised in the complaint; and
3. Time limit: Grievance Complaints must be filed within one (1) year from the time the complaining party knew or should have known of the act giving rise to the Complaint.
D. Disciplinary matters: Wisconsin Association USATF, Inc. shall have the authority to discipline any member who, by neglect or by conduct, acts in a manner subject to discipline pursuant to the following:
1. Activities subject to discipline: Wisconsin Association USATF, Inc. may discipline any member who, by neglect or by conduct:
a. Detrimental conduct: Acts in a manner detrimental to the purposes of USATF, Wisconsin Association USATF, Inc., or Athletics;
b. USATF, IAAF, and Sports Act violations: Violates any of the Bylaws, Operating Regulations, or Competition Rules of USATF or the IAAF, or violates the Sports Act;
c. Eligibility violations: Violates the rules of eligibility for Athletics;
2. Time limit: Disciplinary proceedings must be requested within one (1) year from the time the complaining party knew or should have known of the issue giving rise to the request for a disciplinary hearing.
E. Rights of the persons or entities: In all matters subject to this Article, all parties shall be provided with fair notice and an opportunity for a hearing prior to the adjudication or imposition of any penalty by this Association or AAP. All parties:
1. Representation: May be represented in any disciplinary, grievance, or Association proceeding by a person(s) who may (but need not) be an attorney;
2. Right to appeal: May appeal any adverse decision in accordance with this Regulation;
3. Attendance at hearing: May be present at any hearing; and
4. Presenting and challenging evidence: Shall have the right to present evidence and witness testimony and to cross-examine witnesses testifying against him, her or it.
F. Initiation of proceedings: Formal grievances shall be initiated as follows:
1. Grievance complaint filing procedures:
a. Filing location: Complaints shall be filed with the Association President and Secretary. The Secretary shall forward a copy of the Complaint to the each party charged in the Complaint;
b. Language: All documents filed and exchanged with respect to this Article shall be in English; provided, however, that an original document that is in a foreign language must be submitted along with an English translation. The party submitting the document shall bear the cost of obtaining its translation which shall be conducted by a reputable translator or translation service. In the event of a challenge to the accuracy of a translated document, the panel chairperson may direct USATF to order a translation of the document(s) in question and may allocate the cost of the translation to any party or all parties, as the panel deems appropriate;
c. Basis for the Complaint: The Complaint shall allege clearly the nature of the dispute and, where appropriate, state the specific violation of the Bylaws, Operating Procedures, Competition Rules, or Policies of USATF, Wisconsin Association USATF, Inc., or the IAAF;
d. Facts of allegation: Factual allegations shall be separately stated in concise language with one allegation set forth in each numbered paragraph of the Complaint;
e. Signature: The Complaint shall be signed by the person filing the Complaint,
f. Filing fees: A filing fee of One Hundred U.S. Dollars (US$100) must accompany an organization’s complaint and a filing fee of Seventy-five U.S. Dollars (US$75) must be paid by individuals filing a Complaint. The filing fee must be in the form of a certified check or money order made payable to the Association;
2. Failure to comply with Complaint procedures: Complaints that fail to comply with the procedures outlined in this Article shall be returned to the filer with instructions explaining the deficiency. A returned Complaint may be re-filed within thirty (30) days of the initial filing. After thirty (30) days, the Complaint will be deemed abandoned;
3. Informal resolution of grievances: Upon receipt of a Grievance Complaint, the President or his/her designee shall make every effort to resolve the dispute through informal means. In disputes pertaining to a specific sport discipline, the President or his/her designee shall also confer with the chairperson of the sport committee for the discipline involved. All discussions related to the informal resolution of a complaint shall be confidential;
4. Formal resolution: If the informal resolution of the complaint is unsatisfactory to any party, or if a party declines to pursue informal resolution, the party may request that the complaint be resolved by a formal hearing before an AAP panel;
5. Hearing panel: When one party has indicated that the matter cannot be resolved informally, the President or his/her designee shall coordinate the selection of a three-person arbitration panel as detailed in Paragraph B of this Article. The arbitration panel should include at least one Active Athlete. One panel member will be selected as Chairperson with responsibilities to control and conduct the process. The arbitrators shall not be members of the Association Board or Executive Committee.
g. Notice of proceedings: Within thirty (30) days of the commencement of a formal grievance all interested parties and the hearing panel shall be sent the following by the Association Secretary:
1. Documents: A copy of the complaint or other documents giving rise to the proceeding, with any attachments;
2. AAP Members and Contact: The names of the hearing panel members and the address and telephone number of the panel’s chairperson;
3. Association Bylaws: A copy of the text of this Article of the Wisconsin Association USATF, Inc. Bylaws and any other relevant USATF Rule or Regulation; and
4. Other relevant documents: A copy of any specifically identified document(s) related to the dispute.
h. Answer: The person(s) or entity(ies) named in a Complaint (respondent(s)) must submit a written answer to the Association Secretary within thirty (30) days after receipt of the letter notifying respondents that a proceeding has been filed (“Notice of Proceeding”). A copy of the Answer shall be forwarded by the Secretary to the complainant (the party filing the Complaint) and the AAP panel. The failure of respondent(s) to answer within thirty (30) days after the receipt of the Notice of Proceedings will be deemed a waiver by respondent of the opportunity to have a hearing or have an appeal of any adverse decision. Upon such failure, and after confirmation of the receipt of the Notice of Proceeding by all parties, the hearing panel may proceed in the absence of the respondent and may decide the matter with or without a hearing and with or without taking testimony and evidence, as it deems appropriate. If a party raises a hearing panel challenge under Article 14, item I below, the panel chair may extend the time to answer.
i. Challenge to arbitrator(s): Within fourteen (14) days following the receipt of the Notice of Proceedings any party to the hearing may challenge the seating of any AAP panel member, on the ground that the panel member may not be impartial. The panel chairperson may extend the time to answer if a panel member is challenged. Failure to bring a timely challenge against the seating of an AAP arbitrator constitutes a waiver of such challenge.
j. Hearing procedures: The following procedures apply to formal grievance, and other hearings:
1. Pre-hearing conference call: Within five (5) business days of the expiration of the arbitrator challenge the AAP panel chairperson shall conduct a pre-hearing conference by telephone conference call with all parties to discuss scheduling and procedural matters.
2. Date of Hearing: Best efforts should be used to set a convenient time and date for all participants. The AAP hearing panel shall schedule the hearing to take place within thirty (30) days of the initial pre-hearing conference. The hearing date may be delayed beyond the thirty (30) day period only upon a showing to the AAP panel that a substantial injustice would otherwise occur.
3. Location for hearing: Hearings shall be held in-person, unless good cause is shown to the AAP chairperson that holding the hearing by telephone conference call is in the best interest of the sport of Athletics.
a. Reason for request for telephone conference call hearing: If a party requests that the hearing be held by telephone conference call, such request shall be accompanied by a statement identifying the material reasons which the hearing panel should resolve in this venue.
b. Deadline for request: The telephone conference call hearing request must be submitted to the AAP chairperson within ten (10) business days of the receipt of the Notice of Proceedings. Failure to submit a telephone conference call hearing request during the above-described timeframe constitutes a waiver of the right to request a telephone conference call hearing.
4. Delays: If an interested party causes an unnecessary delay, the AAP panel may dismiss the proceeding or, at its discretion, rule against the party causing the delay. If the delay is the result of AAP panel inaction, the President or his/her designee may dismiss the panel and replace it with a new panel. If a party to the proceeding fails to appear at the hearing, then the AAP panel may make a ruling based on available information and the testimony of those present at the hearing;
5. Evidentiary rules: The rules of evidence generally accepted in administrative proceedings shall be applicable to the hearing; the formal rules of evidence shall not apply;
6. Burden of proof: The burden of proof is upon the complainant to prove by a preponderance of the evidence that conduct described in or Article 14, Item D-1 above has occurred;
7. Hearing record: An official transcript or recording is highly recommended for hearings conducted by this Association. Any party to the proceedings may retain a court reporter or other competent individual to provide a transcript or recording of the hearing at that party’s own expense. If made, such transcripts or recordings shall become the official record of the proceedings and a copy shall be provided to all parties at their own expense; and
8. Closed hearing: Hearings shall be closed to the public. Witnesses shall attend hearings only as necessary to provide testimony.
k. AAP decisions and opinions: The following shall pertain to AAP final decisions and opinions rendered in hearings and appellate proceedings:
1. Scope of decision: All AAP panel decisions shall be consistent with USATF, Wisconsin Association USATF, Inc., and IAAF Rules and Regulations, and the Sports Act. If the implementation of any AAP panel decision and opinion would have a significant budgetary impact on Wisconsin Association USATF, Inc., the Budget Committee chair and/or the Wisconsin Association USATF, Inc. Treasurer shall review it and report their findings to the Board within thirty (30) days of the issuance of the opinion. In such instances, the decision and opinion shall not become final and binding unless and until approved by the Board. The Board shall determine to what extent any AAP decision and opinion having a significant budgetary impact on Wisconsin Association USATF, Inc. may be implemented, in light of fiscal considerations, and may remand the matter back to the AAP panel for modification based upon budgetary directives from the Board;
2. Form of decision and opinion: The AAP decision shall state in one or two brief sentences which party the AAP arbitrators have ruled in favor of. The opinion of the AAP panel shall set forth the following:
a. Issue: The question(s) the AAP panel was asked to decide;
b. Arguments: A brief summary of the arguments made by each party;
c. Findings of fact: The findings of fact upon which the panel based its decision;
d. Citations: A citation to the applicable IAAF, USATF, Wisconsin Association USATF, Inc., Sports Act, or other applicable rule, bylaw or minutes, reports, guidelines, or other documents upon which the AAP panel decision is based, if any; and
e. Stay provision: Whether the effect of the decision shall be stayed in the event of an appeal, if appropriate;
3. Time frame: An AAP panel shall issue a decision with respect to the disciplinary, formal grievance, or other proceedings within fifteen (15) days after the conclusion of the hearing. The panel shall render a written opinion no later than thirty (30) days after the conclusion of the hearing, or after the submission of any post hearing documentation to the panel.
4. Effect of decision: All AAP panel decisions shall be effective upon the date rendered, unless otherwise stated in the decision.
L. Appeals: The decision of the arbitrators may be appealed pursuant to USATF Regulation 11-P.
A Definition: The definition of "international competition" shall apply to this article and the corresponding USATF Operating Regulation 14. International competition means an athletics competition between one or more athletes representing the United States, individually or as a team, and one or more athletes representing a foreign country (i.e., competitions between national teams).
B Domestic Sanctions: USATF or its Associations shall have authority to grant sanctions to sports organizations or persons otherwise wishing to hold athletic competitions in athletics, which are not international in nature, within the United States.
C Sanctioning policy: Unless USATF or an Association determines by clear and convincing evidence that holding or sponsoring an athletics competition (international or domestic) would be detrimental to the best interests of the sport, USATF or the appropriate Association of USATF shall promptly grant a sanction requested by a sports organization or person(s), provided all the requirements of USATF Operating Regulation 14 have been satisfied. The decision as to whether a proposed competition would be detrimental to the best interests of the sport shall be made in the first instance by either USATF or an Association, as appropriate. Approval of sanctions shall not be unreasonably denied. The decision to deny a sanction may be appealed: In the case of a denial by an Association, to USATF, or in the case of a denial by USATF, to the NABR.
D Sanction requirements: Sanctions are issued, withheld, or withdrawn in accordance with the requirements and provisions of USATF Operating Regulation 14.
FISCAL AND LEGAL MATTERS
A Fiscal year: The fiscal year of this Association is January 1 through December 31.
B Depositories: The Association shall, from time to time as necessary, designate depositories for funds, property, and assets belonging to or under the control of USATF.
1 Signatories: Funds on deposit in banks may be withdrawn only by voucher check upon the signatures of the President, Treasurer and one at-large director or committee chair. Other assets or property of this Association may be transferred from one depository to another by action of the Board; and
2 Imprest accounts: The Association may establish separate accounts employing the imprest system for the liquidation of obligations requiring prompt payment and for payroll obligations requiring prompt payment, and it may authorize checks to be drawn thereon upon the facsimile of any one (1) officer or employee.
C Bonding: Corporate fidelity bonds shall be obtained at the expense of this Association in a form and amount approved by the Board, indemnifying USATF and its Association against losses resulting from infidelity, defalcation, or misappropriation by officers, employees, or agents of funds, property, or assets owned by or under the control of this Association.
D 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, or investigative, by reason of the fact that he or she is or was a director, officer, employee, or official representative of this Association against expenses, including attorney’s fees, judgments, fines, and amounts actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of USATF and this Association, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of USATF and this Association.
1 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 the officer, director, employee, or official representative has met the applicable standard of conduct set forth herein. Such determination shall be made by the Board by a majority vote of a quorum consisting of members of the Board who were not parties to such action, suit, or proceeding. If such a quorum is not obtainable, such determination shall be made either (1) by a majority vote of the full Board pursuant to opinion of independent legal counsel or (2) by the members of this Association at the next meeting;
2 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 final disposition of such action, suit, or proceeding as authorized in the manner provided above upon receipt of an undertaking by or on behalf of the director, officer, employee, or official representative to repay such amount unless it shall be ultimately determined that he or she is entitled to be indemnified by this Association; and
3 Applicability: The indemnification provided by this section shall not be deemed exclusive of any other rights to which the director, officer, employee, or official representative may be entitled under bylaw, agreement, vote of the membership, or disinterested directors or otherwise. The indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee, or official representative and shall inure to the benefit of the heirs, executors, and administrators of such a person.
E Liability insurance: This Association shall secure comprehensive liability insurance coverage, including insurance for athlete/participant injury liability.
F Audit: The Board, effective at the beginning of each fiscal year, may select a Certified Public Accountant (CPA) to audit the books and financial records of this Association for the previous fiscal year. After completing the audit, the auditor shall submit his or her report to the Board, and as soon thereafter as reasonably possible, a copy of such audit report shall be available for each member of this Association and sent to the USATF National Office before the next annual meeting. If the Board determines that the cost of an audit by a CPA is beyond the means of the Association, the Board may engage a CPA to perform a review or compilation instead. At a minimum, the Board shall appoint a Budget and Audit Committee to examine the financial records and documentation of the Association for the fiscal year and report its findings to the Board.
G Legal counsel:
1 Counsel to the Board: The Counsel to this Association shall be appointed by the President with the approval of the Board. The Counsel to the Board shall be responsible for overseeing the legal affairs of this Association and shall be available to advise and consult with the officers, the Executive Director, and other agents of this Association, render legal advice and assistance, and perform such other duties as the President or the Board may request. The Counsel to the Board shall 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, and documents created by the Counsel to the Board during the course of duties for the Association shall belong to the Association; and
2 Special Legal Counsel: On those occasions when the nature or scope of a particular matter requires expertise or a commitment of time, or cannot otherwise be adequately dealt with in the ordinary course by the General Counsel, and it appears to be in the best interests of this Association, the Board may authorize the President, in consultation with the Counsel to the Board and Executive Director, to retain Special Legal Counsel. Where prior authorization by the Board is impractical, the President, in consultation with the Counsel to the Board, may in the best interests of USATF and this Association retain such Special Legal Counsel. All agreements with Special Legal Counsel as to legal services to be rendered and the fees and compensation to be paid shall be in writing and executed in accordance with this paragraph.
H 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 the Special Legal Counsel of the Association, prior to execution. The contents of all contracts affecting sport committees shall, during their negotiation phase, be communicated to the appropriate committee(s). Unless otherwise directed by the Board, all written contracts shall be executed on behalf of this Association by the President (or another officer designated by the President) and attested to by the Secretary.
I Arbitration: This Association agrees to submit to binding arbitration conducted in accordance with the commercial rules of the American Arbitration Association, in any controversy involving its recognition as a national governing body, as provided for in Paragraph 395, Subchapter II, Chapter 17, of Title 36 (page 93) of the United States Code, or in any controversy involving the opportunity of any athlete, coach, trainer, manager, administrator, or official to participate in Athletics competition, as provided for in the constitution and bylaws of the USOC.
J Conflict of interest: Any individual representing this Association, or who has a financial arrangement with USATF or this Association, or who is an employee of this Association or of its Associations, or who is a member of any of its committees, shall not participate in the evaluation or approval of a contract with a supplier to furnish goods or provide services to USATF or this Association, if that individual directly or indirectly benefits financially, or otherwise receives any form of compensation from, or has any interest in, any supplier under consideration. The Board may require that such individuals disclose all financial interests that may influence the performance of their duties for USATF or this Association. Each individual referred to in the first sentence of this paragraph shall, upon learning that this Association is proposing to enter into an arrangement in which he or she has financial interest, promptly notify the President in writing of the existence of such interest, and the President shall, in turn, promptly disclose such interest to those bodies of USATF involved in considering entry into the arrangement. In the event of a violation of this provision, the Association shall have the right to recover such benefit or payment and to void the contract or transaction.
Upon the dissolution of the corporation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such a manner, or to such organization or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.
Failure of literal or complete compliance with provisions of the Bylaws in respect to dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the members at meetings held do not cause substantial injury to the rights of members, shall not invalidate the actions or proceedings of the members at any meeting.
A General provisions: Amendments shall be considered by this Association as follows:
1 Voting for Bylaws approval: Amendments to the Bylaws shall require for passage a two-thirds vote of those members present and voting at a meeting of the membership, provided notice of the proposed amendment has been submitted in writing to the members of the Association at least thirty (30) days prior to the meeting; and
2 Voting for other regulations approval: Amendments to the other regulations shall require a majority vote of members present and voting, provided notice of the proposed amendment has been submitted in writing to the members of 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; and
4 Uniformity: To make the Bylaws and other regulations conform to each other; such items need not meet the time requirement of subparagraphs A 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; and
2 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 be effective 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 allow proper review and submittal to the members of the Association. This sixty (60) day requirement may be waived, in emergency circumstances, upon a ninety percent (90%) vote at any meeting of this Association;
2 Submitters: Amendments may be submitted only by a member of this Association;
3 Persons receiving submissions: Amendments to the Bylaws and other regulations shall be submitted to the chair of the Law & Legislation/Rules Committee;
4 Form of submission: The proposed amendments shall be in such form as to show the entire section, subsection, or paragraph, as the case may be, as it will read if adopted, with all proposed additional language underlined or shaded, and all proposed deleted language in double parentheses. Each submission shall be accompanied by a brief statement of the rationale for the submission. If there is a budgetary impact, it shall be estimated with the submission or, lacking such estimation, shall be provided by the Treasurer and/or the chair of the Budget Subcommittee of the Board; and
5 Approval of submissions: All proposed amendments must first be recommended for approval at the time of submission by someone other than the 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.
Approved August 17, 2008