BY-LAWS OF THE UNITED STATES COLLEGIATE ARCHERY ASSOCIATION CORPORATION

BY-LAWS OF THE UNITED STATES COLLEGIATE ARCHERY ASSOCIATION CORPORATION Revised by the USCAA Board of Directors --- May 2017 1

Section 1.01 Name The name of the organization is the United States Collegiate Archery Association (USCAA) Corporation. The USCAA Corporation is referred to herein as the Association and will also do business as (DBA) United States Collegiate Archery and USCA. Section 1.02 Internal Revenue Code Section 501(c)(3) Purposes This association is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. Section 1.03 Specific Purposes The United States Collegiate Archery Association Corporation is the national governing body for collegiate archery in the United States. The purpose of the Association is to foster national and international collegiate archery competition. In support of this overarching purpose, the Association is responsible for: A. Sanctioning and conducting national, regional, and local archery competitions and championships. B. Selecting, supporting, and managing teams and staff for international collegiate archery competitions including the World University Archery Championships and the World University Games. C. Creating and maintaining the resources and infrastructure that are necessary to support the growth of collegiate archery in the United States of America. D. Promoting the growth and development of instructional and competitive archery programs in the institutions of higher learning in the United States of America. E. Providing leadership experiences for student-- athletes. F. Establishing and enforcing rules, regulations, and procedures concerning eligibility to compete in order to ensure fair competition. Section 1.04 General A. The Vision of the Association is to establish college archery as an integral part of the campus experience in colleges and universities in the United States of America. B. The Association s membership and representation is organized regionally: North, South, East, and West. Each region consists of the USCAA Clubs that are located within the associated states. The state---to---region assignments are listed in the following table. 2

North Region South Region East Region West Region Illinois Alabama Connecticut Alaska Indiana Arkansas Delaware Arizona Iowa Florida Maine California Kansas Georgia Maryland Colorado Michigan Kentucky Massachusetts Hawaii Minnesota Louisiana New Hampshire Idaho Missouri Mississippi New Jersey Montana Nebraska North Carolina New York Nevada North Dakota Oklahoma Pennsylvania New Mexico Ohio South Carolina Rhode Island Oregon South Dakota Tennessee Vermont Utah Wisconsin Texas Virginia Washington West Virginia Wyoming Section 1.05 Dominion The Association shall have full and sole dominion and authority over the use of any and all specially designed or created logos, names, awards, titles, and other items that are created and approved for official use. Section 1.06 Governance The Association shall be governed by these By---laws, the Association s Rules and Procedures, and Code of Ethics. These By---laws are adopted and changed by a two---thirds vote of the full Board of Directors. Where there is a conflict between these By---laws and the Association s Rules and Procedures, these By--- laws take precedence. Section 1.07 Offices A. The Association may have offices at various places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate. B. The Association s public records including these By---laws and the minutes of meetings of the Board of Directors are available by download from the website located on the Internet at uscollegiatearchery.org 3

Article 2. MEMBERSHIP Section 2.01 Classes The Association shall have one class of voting membership (Club Members) and four classes of non--- voting classes of memberships as further set forth below. Section 2.02 Club Members A. Rights and Privileges. The Club Membership shall be the formal membership of the Association; Club Members, through their designated Representatives, shall have the right to vote in elections and to vote at the General Assembly. Club Members of the Association shall be referred to herein as USCAA Clubs. B. Qualifications. USCAA clubs shall meet the following requirements to maintain their membership. a. The USCAA Clubs shall be associated with an Institution of Higher Learning (IHL) that is an accredited college or university as recognized by the United States Department of Education and has been designated with a Federal School Code number. There shall be a one-- to-- one relationship between USCAA Clubs and IHL campuses. In cases where a USCAA Club applies for Club Membership with the Association and an existing USCAA Club is currently associated with the IHL, the existing USCAA Club shall maintain its membership and the second Club shall be refused membership. b. Each USCAA Club shall be a sport club, recreation club or varsity team of their IHL. Exemptions to this rule may be granted at the discretion of the Executive Director or their designee. In the event that an exception is denied, the USCAA Club may appeal to the Board of Directors as set forth in the USCAA Rules and Procedures. c. The Club shall pay annual Club Membership fees on or prior to the due date. d. The Club shall submit forms, payments, and documentation as required. Association admission standards shall be set by the Board of Directors and shall remain in effect until they are renewed, amended or revised. e. The Club shall be comprised of one or more active Athlete Members. C. Obligations. The USCAA Club shall allow any full---time student who meets the Club s membership requirements to join the Club. The intent of this bylaw is to ensure that full--- time student athletes are given the opportunity to participate in college archery. This bylaw doesn t affect any other type of member (part---time student, for example) that each USCAA Club allows to participate at the club level. Section 2.03 Athlete Members A. Rights and Privileges. Athlete Members shall have the rights and privileges within the Association to: 4

a. Compete at Association sanctioned events where they meet the eligibility requirements as defined in the Association s Rules and Procedures. b. Be a candidate for and serve, if elected, on the Association s Board of Directors c. Serve in the capacity of USCAA Club Representative (as designated by their USCAA Club) d. Compete for athlete positions on teams that represent the Association and USA at international events and championships and, if selected, compete at international events and championships. e. Earn honors and titles of the Association through achievement. B. Qualifications. Athlete Members shall be recognized as full-- time students by their IHL and shall be pursuing a degree at their IHL. Athlete Members shall be eligible to compete for a maximum of five years. The Athlete Member shall select the years to use their eligibility; the eligible years are not required to be continuous. Athlete Members shall be members of an active USCAA Club. C. Voting. Athlete Members shall not have the right to vote at the national level of the Association. Athlete Members USCAA Club Representative exercises the right to vote as outlined in Section 2.02 A. D. Obligations. The Athlete Members shall be required to: a. Ensure that they meet the eligibility requirements for all Association sanctioned competitions that they participate in. b. Abide by the Association s Code of Ethics, these By---laws, and the Association s Rules and Procedures Section 2.04 Coach Members A. Rights and Privileges. Certified Coach Members shall have the rights and privileges within the Association to: a. Actively support their USCAA Club at events that are sanctioned by the Association where they meet the eligibility requirements as defined in the Association s Rules and Procedures. b. May serve on the Board of Directors c. May serve in the capacity of USCAA Club Representative (as designated by their USCAA Club) d. May serve in various capacities for their USCAA Club (as designated by their USCAA Club) e. May apply for and, if selected, serve on the team staff of international teams. B. Qualifications. Coach Members shall be certified and actively affiliated with a current USCAA Club as a Coach and designated as such by the USCAA Club. 5

C. Voting. Coach Members shall not have the right to vote at the national level of the Association. Coach Members USCAA Club Representative exercises the right to vote as outlined in Section 2.02 A. D. Obligations. The Coach Members are required to abide by the Association s Code of Ethics, these By---laws, and the Association s Rules and Procedures. Section 2.05 Independent Members A. Purpose. The purpose of the Independent membership is to provide opportunities for those who attend a college that does not have a current club and where there are not more than two student archers. B. Qualifications. This membership is available only under certain circumstances. There may not be a current archery club of any type on campus. There may not be more than two members. In the event there are more than two members, an affiliated club must be formed on campus. a. Athlete Members shall be recognized as full-- time students by their IHL and shall be pursuing a degree at their IHL. b. Athlete Members shall be eligible to compete for a maximum of five years. The Athlete Member shall select the years to use their eligibility; the eligible years are not required to be continuous. c. If there is an existing archery club on campus, student archers must join the existing club and may not utilize this membership in lieu of on-- campus club membership. d. Independent Members may earn titles, honors, and awards. C. Voting. Independent Members shall not have the right to vote. D. Restrictions. a. Independent Members may not submit proposals, be nominated, appointed, or elected to any committee or the Board of Directors. b. Independent Members may not participate in official team rounds. c. Independent Members are not eligible for, or entitled to, funding for competitions or grants such as equipment, travel, training, or sponsorships. E. Fees. The fees are set forth by USCAA and at a minimum shall be no less than the membership fee for a club and three athlete membership fees. F. Obligations. The Independent Members shall be required to: a. Ensure that they meet the eligibility requirements for all Association sanctioned competitions that they participate in. b. Abide by the Association s Code of Ethics, these By---laws, and the Association s Rules and Procedures. c. Independent Members must adhere to their respective university requirements for establishing clubs. 6

Section 2.06 Supporting Members A. Purpose. The purpose of the supporting membership is to provide support and opportunities for those who are not eligible collegiate or non-- collegiate individual members but wish to compete in USCAA events. a. This membership is available to USCAA Judges who are not affiliated with USCAA as individual or coach members. b. This membership is also available to persons who wish to support USCAA by becoming a Supporting Member. B. Rights and Privileges. Supporting Membership shall have the rights and privileges within the Association to: a. Actively support their USCAA Club at events that are sanctioned by the Association. c. May compete in Guest division at USCAA tournaments that offer Guest Division d. May earn non-- collegiate awards as provided by tournament hosts for Guest division e. May certify as a USCAA Judge and officiate at competitions and events. f. Eligibility is not required to compete as non-- collegiate in a Guest division D. Voting. Supporting members do not have any voting rights in USCAA E. Obligations. Supporting Members are required to abide by the Association s Code of Ethics, these By---laws, and the Association s Rules and Procedures Section 2.06 Termination, Suspension, and Denial of Membership A. The Board of Directors, by an affirmative vote of two---thirds of all of the voting members of the Board, may suspend, terminate, or deny the membership of a member Athlete, Coach, or Club. Such action may be for, but not limited to, failure to abide by the Association s By--- laws, Rules and Procedures, ethics violations, failure to pay membership dues, or such actions that are detrimental to the mission and vision statement of USCAA. B. Individual Athlete or Coach Members that are affected by a suspension or termination action lose their standing with the Association and are removed from board positions that are held at the time of the termination. USCAA Members affected by a suspension or termination action shall have the right to reapply for full Membership rights and responsibilities. 7

If the Board of Directors suspends a member, it shall specify the length of the suspension, which shall not exceed one year. Upon the end of the suspension period, said member(s) may reapply for membership. C. If a USCAA club is suspended or terminated all athletes and/or coaches in that club are barred from participating in USCAA events except as Guests if such event includes a guest division. D. A person (athlete, coach, or interested person) may be denied membership based on, but not limited to, their prior history of activity that is detrimental to the Mission and Vision of USCAA; a prior history of violations to the USCAA's Code of Ethics for its members, a prior history of violations of the USCAA's By---laws or Rules and Procedures. E. An application for membership from censured former USCAA members or former members who have received disciplinary action shall be considered by the Board and membership shall be granted only by an affirmative vote of two-- thirds of all of the members of the Board. F. Information, documentation, and letters of censure and/or disciplinary action may be made public at the Board's discretion. Section 2.07 Suspension/Removal of Club, Coaches, or Athletes by a University A. Any coach, or student athlete who is disciplined, suspended, or removed from the on-- campus archery program, for any reason, must notify USCAA of the status of their ability to compete or be a member of the on---campus club. The coach, athlete, club representative and/or club officer must notify USCAA within 5 business days by contacting the Membership Manager. This includes notification by any university administration, sport club, recreation club, and/or athletic directors, or a coach, Club President or club officer. B. Any USCAA club that is in part or as a whole, disciplined, suspended, or disallowed to practice and/or compete for any reason. The coach, athlete, club representative and/or club officer must notify USCAA within 5 business days by contacting the Membership Manager. This includes notification by any university administration, sport club, recreation club, and/or athletic directors, or a coach, Club President or club officer. C. The club leadership (Club representative/club officers), coach, and/or athlete must provide information regarding the suspension or removal in order for USCAA to address violations of USCAA liability policies, safety practices, Code of Ethics, these by---laws, and/or USCAA Rules and Procedures. The club leadership shall submit an incident report provided by USCAA to address this notification requirement. D. Failure to follow these requirements as outlined will result in action by USCAA that could affect the member club, the coaches, and student athletes. E. Appropriate university personnel will be notified of any action action by USCAA. Section 2.08 Resignation A. Any member shall resign by filing a notice with the Executive Director. However, such resignation shall not relieve the member of the obligation to pay any dues or other charges theretofore accrued and unpaid. The resignation shall not obligate the Association 8

to refund or partially refund membership dues. B. All individual Athlete and Coach Members that are affected by a resignation shall lose their standing with the Association and shall be removed from board positions that are held at the time of the resignation. Section 2.08 Dues Dues and due dates shall be established by the Board of Directors. Section 2.09 Meetings The Annual Meeting of the Association shall be held once a year at a time and place to be determined by the Board. The meeting shall be open to all members and shall, whenever possible, provide for virtual participation. The purpose of the Annual Meeting is to provide information on the state of the Association, current year operations, and the status of elections. The order of business follows: A. Call the Meeting to order B. Reports a. State of the Association b. Report of Current Year Operations 9

Article 3. Board of Directors Section 3.01 Authority The Association shall be governed by a Board of Directors (also known as the Board ). The Board shall establish policies and directives governing business and programs of the Association by a majority vote of a quorum of its members, unless otherwise indicated in these By-- laws. The Board shall delegate to the Executive Director, subject to the provisions of these By-- laws, authority and responsibility to see that the policies and directives are followed. Section 3.02 Obligation Once elected, all members of the Board represent the Association. Individual Board members do not represent a specific region, discipline, or gender. Each Director is required to support the entire mission and vision. Board Members shall adhere to these By---laws, the Association's Rules and Procedures, and Code of Ethics for Board Members, Coaches, and Athletes as applicable. Section 3.03 Number and Term Within these by-laws where section 3.03 conflicts with other sections of the Association by-laws this Section shall prevail. The Association shall be governed by a Board of Directors. The Board of Directors shall be comprised of nine voting individuals. Three Directors shall represent the programs of the Association. Program Directors Two of the Directors shall represent the student-- athlete members of the Association. Athlete Directors Three of the Directors shall be appointed by the Board: At-- Large Director 3D Archery Director Target Archery Director Executive Director of the Association. A brief description of each position and the associated responsibilities, term, and election cycle is contained in the following paragraphs. A. Program Director. The Program Directors shall be voting members of the Board. The Program Directors shall be elected from active coach members of a USCAA club or team in good standing. Program Directors shall perform such other duties as may be delegated by the Board of Directors. Terms. All Program Director terms are four (4) years. In order to create staggered terms, two 11

(2) Program Directors shall be elected every other year. B. Athlete Directors. The Athlete Directors shall be voting members of the Board. Together they shall be responsible for representing the athletes interests to the Board of Directors. Athlete Directors shall perform such other duties as may be delegated by the Board of Directors. The Athlete Directors shall have a term of office of two (2) years. To be eligible for election as the Athlete Director, an individual shall be a current Athlete Member of the Association and shall meet the eligibility requirements for competition at Association sanctioned events. The Athlete Directors shall remain in their seat if they graduate or if their competition eligibility is not maintained. Term. In order to create staggered terms, one (1) athlete director shall be elected every year. C. At---Large Director. The At---Large Director shall be a voting member of the Board and shall be appointed by a majority vote of the full Board of Directors. It is intended that this position be filled by an individual with significant service to the Association, but it is not a requirement of the position. In addition, the At---Large Director shall perform such other duties as may be delegated to him by the Board of Directors. Term. The At---Large Director shall be appointed for a term of four (4) years. D. 3D Director. The 3D Director shall be a voting member of the Board and shall be appointed by a majority vote of the full Board of Directors. It is intended that this position be filled by an individual with significant service to 3D collegiate archery. In addition, the 3D Director shall perform such other duties as may be delegated to him by the Board of Directors. Term. The 3D Director shall be appointed for a term of four (4) years. E. Target Director. The Target Director shall be a voting member of the Board and shall be appointed by a majority vote of the full Board of Directors. It is intended that this position be filled by an individual with significant service to target collegiate archery. In addition, the Target Director shall perform such other duties as may be delegated to him by the Board of Directors. Term. The Target Director shall be appointed for a term of four (4) years. F. Executive Director of the Association. The Executive Director shall hold the additional title of Chief Executive Officer. With the exception of decisions pertaining to operational duties, the Executive Director shall be a full voting member of the Association. At the discretion of or in the absence of the Chairman of the Board, the Executive Director shall be responsible for the organization, the notification of the members of the Board of Directors, and conducting the Board of Directors meetings. At no point or time shall the duties and / or responsibilities of the Executive Director usurp the responsibilities of the Chairman or any other Board member. The Executive Director may be elected as Chairman of the Board by a majority of the Board of Directors not including the Executive Director. Term. The Executive Director shall be appointed by majority vote of the Board of Directors. 12

G. Non---voting director. A Non---voting Director member of the Board may be appointed by a majority vote of the full Board of Directors. It is intended that this position be filled by an individual to obtain a broader range of views, for example someone from the archery industry. The Director shall perform such other duties as may be delegated to him/her by the Board of Directors. This position does not have to be filled. Term. A Non---Voting Director shall be appointed for a period of two (2) years. Section 3.04 Chairman of the Board. A. Duties. The Chairman of the Board (also known as the Chairman ) shall lead the Board of Directors and preside over meetings of the Board and General Assembly. B. Election and Term. The Chairman of the Board shall be elected by a majority vote of the full 13

Board of Directors and shall serve for one year. C. Removal. The Chairman shall be removed by a minimum of majority vote of the full Board of Directors. Section 3.05 Meetings A. Quorum. Unless otherwise stipulated herein, the presence of a minimum of two---thirds (2/3) of the Directors shall constitute a quorum. An official meeting of the Board shall not take place without a quorum. As an example, for a Board with seven Directors a quorum is five or more Directors; for a Board with six Directors a quorum is four or more Directors. B. Adoption of a Motion / Determining an Election. When a quorum is present, a majority vote, that is a majority of the Directors present, shall be sufficient for the adoption of any motion, except where stated otherwise in these By---laws. A majority vote is defined as greater than 50%. A plurality shall never adopt a motion nor elect anyone to office, unless by virtue of a special rule previously adopted. On a tie vote the motion shall be lost. In case of an appeal, though the question is, "Shall the decision of the Board stand?" a tie vote, shall sustain the previous decision. More stringent requirements for adopting actions are required at times as set forth in these By---laws. An action may require a majority vote of the full Board of Directors. This shall indicate that in order for the action to be adopted more than 50% of the Board must vote to adopt it. The quorum rule shall still apply; 2/3 of the Board shall be present at the meeting. As an example, for a Board with seven Directors at least five Directors must sit at the meeting and to adopt the action in question at least four of the Directors must approve. An action may also require a 2/3 vote of the full Board of Directors. This shall indicate that in order for the action to be adopted, more than 2/3 of the Board must vote to adopt it. The quorum rule shall still apply. Two---thirds of the Board shall be present at the meeting. As an example, for a Board with seven Directors, at least five Directors must sit at the meeting and to adopt the action in question, at least five of the Directors must approve. C. Notice. Meetings shall be called by the Chairman or at the request of any two Directors by notice emailed, mailed, or telephoned to each member of the Board not less than forty---eight hours before such meeting. D. Director meeting via telephone conference. Members of the Board shall be allowed to participate in a meeting through the use of a conference telephone or similar communications equipment by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. E. Minutes. At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. The Executive Director shall be responsible for preparing minutes of the Board meetings which are to be placed in the minute books of the Association. Minutes and other documentation created in Executive Sessions (private, closed meetings of the Board) shall not be distributed outside of the Board and Executive Director s designated staff except as designated by the Board. 14

Section 3.06 Miscellaneous A. Action by Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, shall be taken by email if this method is agreed to by the Board. The action shall pass with a majority of the full Board, unless these By---laws define a more stringent voting requirement for such action. Such consent and vote on the action shall be placed in the minute book of the Association and shall have the same force and effect as any action of the Board taken at an actual meeting. B. Compensation. The Directors of the Board shall receive no compensation other than reasonable expenses. However, nothing in these By---laws shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation for services rendered. A potential conflict of interest exists in the case where a Board Membe5r serves the Association for compensation. In order for a Board Member to serve in another position for compensation, they shall first pass a rigorous ethics review by the Justice Board and shall be excused from voting on any actions of the Board that are associated with said position. C. Resignations. Each Director shall have the right to resign at any time upon written notice to the Chairman or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt, and the acceptance of such resignation shall not be necessary to make it effective. D. Vacancies. If the remainder of the vacating director s term is 18 months or less, the Board of Directors shall appoint the replacement; otherwise the Executive Director shall conduct a special election to determine the replacement. A Director that fills a vacancy through appointment or special election shall serve the unexpired term of his or her predecessor in office and shall meet the qualifications of the vacant position. E. Removal and Suspension. A Director may be removed or suspended, at any duly constituted meeting of the Board, by the affirmative vote of two---thirds (2/3) of the full Board of Directors. F. Proxy. Voting by proxy is not permitted. Section 3.07 Conflict of Interest Voting members of the USCAA Board of Directors may not be either on the Board of Directors or an employee of another national archery organization, another organization that has a clear conflict of interest for funding or membership, or of an organization that provides significant benefits to competing organizations. A. A candidate for the USCAA Board of Directors may not sit on the board of the NAA or the NFAA; B. A candidate for the USCAA Board of Directors may be a member of the Board of Directors of a state and/or local archery organization provided the position would not have a significant interest which could adversely impact on, or unfairly represent, the interests of USCAA. 15

C. A candidate must submit a conflict of interest statement, which will be submitted to the Justice Board for review. Once elected, a Board member must disclose any conflict of interest that arises during their tenure within 10 days of the conflict becoming known to the Board member D. Failure to disclose a conflict of interest may result in disciplinary action. Article 4. Operations Section 4.01 Authority. The Executive Director has the authority and responsibility to execute the plans of the Board of Directors and to manage the day---to---day activities of the Association. Section 4.02 Executive Director A. Election and Term. The Executive Director shall be appointed by a majority vote of the full Board of Directors. B. Duties. The Executive Director or their designee has the responsibility to manage the operational activities of the Association. The Executive Director shall report annually on the operational activities and financial status of the Association. C. Removal. The Executive Director may be removed by the affirmative vote of the majority of the Board of Directors then in office whenever in its judgment, the best interests of the Association will be served thereby, but such removal shall not affect any contract rights of the Executive Director. D. Resignation. The Executive Director may resign by filing a written notice with the Chairman. However, such resignation shall not relieve the Executive Director of any contractual obligations to the Association. 16

Article 5. ELECTIONS Section 5.01 Club Representatives A. Each USCAA Club shall have one Representative and that Representative shall have one vote in USCAA elections. B. The USCAA Clubs shall be responsible for providing the USCAA with the contact information for their Representative. This information includes the name, email address and university club mailing address, and phone number of the Representative by the date determined by USCAA in the Rules and Procedures handbook and when the USCAA Club changes its Representative. The representative may not be re-- designated during the annual election process. C. Each Representative shall be a member in good standing with their USCAA Club, the USCAA Club must be in good standing with the Association, and the USCAA Club must have registered their Representative in the Archer Management System by the deadlines as described herein in order for the Representative to cast a vote. Section 5.02 Nominating Committee A. Appointment. There shall be appointed by the Board a Nominating Committee consisting of three members. The members of the Nominating Committee shall consist of at least one athlete member, one independent non---member as defined in these By--- laws, and the third member may be an athlete, a coach, or a non---member as designated by the Board of Directors. The Executive Director shall be an ex---officio member of the Nominating Committee. B. Term. The term is three years. C. General Duties. The Nominating Committee shall receive criteria from the Board of Directors for candidacy. The Nominating Committee shall receive applications by members interested in becoming Candidates for the various Board positions listed herein pursuant to rules and deadlines established by the Nominating Committee from time to time. The Nominating Committee shall review the information submitted by each Applicant and consistent with the rules set forth in Article 5 and the criteria provided by the Board of Directors, recommend Candidates for Board positions. The Board shall then be required to approve the recommended Candidates by a majority vote. If the Board does not approve a recommended Candidate, the Nominating Committee shall be required to nominate and approve a substitute Candidate. Each potential Candidate that receives approval from the Board shall then be placed on the ballot. D. The Nominating Committee shall not place an applicant on the ballot if the Nominating Committee determines that the applicant has not, or will not, support the mission and vision of the Association, fails a criminal background check and/or a conflict of interest review. E. The Nominating Committee shall not recommend more than one Coach Candidate from each club. The nominating Committee shall not recommend more than one Athlete Candidate from each club. The Nominating Committee shall recommend no more than one candidate from each region for each Athlete Director position. F. In considering a candidate for nomination, the Nominating and Governance Committee shall adhere to sections 5.02D and 5.02E and then take into consideration other factors as 17

outlined by the Board in the Nominating Committee Guideline. G. A Nominating Committee member may not serve on the Board of Directors while on the Nominating Committee. Section 5.03 Regional Directors A. A Regional Director shall be elected from each region along with two Athlete Directors to the Board of Directors. B. The Directors shall be elected in the year specified in Article 3. The exact day and month of the election shall be determined annually by the USCAA. The Candidate that receives a plurality of the votes cast is elected and then represents the entire Association and its Mission and Vision, not a specific region, gender, or discipline. C. Coach Members may apply to the Nominating Committee to be recommended as a Candidate for the Regional Director position of the region in which their club is located by submitting an application and documentation outlined in the election criteria and information as set forth by the Board of Directors. Applicants for the Regional Director positions shall become Candidates for these positions only if the Nominating Committee determines that the Candidate shall be placed on the ballot. D. Athlete Members may apply to the Nominating Committee to be recommended as a Candidate for the Athlete Member Director positions by submitting an application and documentation as outlined in the election information and set forth by the Board of Directors. Applicants for the Athlete Director positions shall become Candidates for these positions only if the Nominating Committee determines that the Candidate shall be placed on the ballot. E. Newly elected Directors are seated on the Board upon announcement of the election results. F. Conflict of Interest. Candidates shall not have a conflict of interest as set forth in Section 3.06 above. Section 5.04 Other A. The Board of Directors appoints the Chairman of the Board, Executive Director, At--- Large Director and 3D Director, see Article 3. Except in 2012, the At---Large Director and the 3D Director shall be considered for appointment by the Board only after the Nominating Committee recommends such Directors to the Board for appointment. B. Appointed Directors are seated upon announcement of the appointment. Section 5.05 Term Limits There are no limits to the number of terms an individual may be elected to a position within the Association. Section 5.06 Election Management The Executive Director, or a designee, is responsible for managing the elections of the Association. The activities associated with managing the election include: preparing ballots, distributing and 18

collecting ballots, and tallying and announcing results. Proxy votes are not permitted. Section 5.07 Voting All USCAA Clubs in good standing shall be provided with the opportunity to vote through their registered Club Representative. Those active clubs in each specific region shall vote on the respective Region Director and Athlete Directors. All Club Representatives must be registered on the Archer Management System by midnight, 1 November. Section 5.08 Early Voting The USCAA Club Representatives may cast their votes in elections as outlined annually by the USCAA. Section 5.09 Ties If there is a tie in an election, all clubs that did not cast a vote shall be given 48 hours to cast a vote for one of the two tied candidates. If the tie is not resolved, a coin toss shall determine the winner. 19

Article 6. Justice Board Section 6.01 Purpose. The purpose of the Justice Board is to make recommendations to the Board of Directors regarding complaints that stem from violations of these By---laws, the Association s Rules and Procedures, and the Code of Ethics. The Board of Directors shall have the authority to review and take action on a complaint whether or not it has been reviewed by the Justice Board. Section 6.02 Members: A. Number and Term. The Justice Board shall be comprised of five members; a member from each region and the chair, who may be from any region; the members serve for one year. B. Appointment. Chair of the Justice Board is appointed by the Chairman of the Board. The remaining members are selected and approved by the Board. The members are appointed each year. C. Qualification. The members may be either Athlete or Coach Members of the Association. Section 6.03 General. A. The activity of the Justice Board is described in the Association s Code of Ethics. B. Service on the Justice Board does not prohibit a member from serving on the Board of Directors. C. The Justice Board shall make recommendations to the Board of Directors on ethical issues and does not have the authority for enforcement, except as noted in Section 8.03. The Board of Directors shall have the authority and responsibility to take action on ethical issues, except as noted in Section 8.03. 20

Article 7. IRC 501(c)(3) Tax Exemption Provisions Section 7.01 Limitations on Activities No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the 21

Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these By---laws, this corporation shall not carry on any Activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. Section 7.02 Prohibition Against Private Inurement No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation. Section 7.03 Distribution of Assets Upon the necessity for the dissolution of the Association, the Board shall oversee such process and ensure that all assets remaining after payment, or provision for payment, of all debts and liabilities of the Association, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state. Article 8. Conflict of Interest and Compensation Approval Policies Section 8.01 Purpose of Conflict of Interest Policy The purpose of this conflict of interest policy is to protect this tax---exempt corporation s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any disqualified person as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958---3 of the IRS Regulations and which might result in a possible excess benefit transaction as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 8.02 Definitions A. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a disqualified person as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958---3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person. 20

B. Active member. A person who is an active athlete member of USCAA, a full---time student pursuing a degree, actively engaged and involved in the club and USCAA activities. An active coach member is a person who has been selected by the Club or University, is actively engaged in coaching the members of an active USCAA club and is a certified Coach member of USCAA. C. Active club. A USCAA club that has one or more active athlete members as is in good standing. D. Member in good standing. A person or club who has been approved in the Archer Management System, paid their annual dues on or before the deadline, has paid all other fees (such as registration fees), complies with the Code of Ethics, these By---laws, the USCAA Rules and Procedures, actively supports the Mission and Vision of USCAA as an independent corporation, and has met all outlined requirements and qualifications. E. Independent non---member. For the purpose of the nominating committee, an independent non---member, within the preceding two years, the individual or an immediate family member may not have been a. a direct employee of USCAA or held any governance position (whether a paid or volunteer position) with USCAA, US---IUSF, the international federation of Archery, or any archery organization; b. a member of any constituent group with representation on the USCAA Board; c. an executive officer or controlling shareholder that does business with USCAA or any other archery organization. d. a member or employee of any archery association, archery organization, or archery corporation. F. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Association has a transaction or arrangement, b. A compensation arrangement with the corporation or with any entity or individual with which the Association has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is Association a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 8.03, paragraph B, a person who has a financial interest may have a conflict of interest only if the Justice Board or Board of Directors decides that a conflict of interest exists. Section 8.03 Conflict of Interest Avoidance Procedures and Records The Procedures and Records associated with Conflict of Interest Avoidance are contained in the USCAA Board Role and Responsibilities document. 21

Note that determination of the existence of a conflict of interest shall be the responsibility of the Justice Board where members of the Board of Directors are involved and shall be the responsibility of the Board of Directors in all other cases. Section 8.04 Compensation Approval Policies A. A voting member of the governing board who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member s compensation. B. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member s compensation. C. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. D. When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board, a designee, or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures: a. The terms of compensation shall be approved by the board, a designee, or a compensation committee prior to the first payment of compensation. b. All members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-- 6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a disqualified person (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-- 3 of the IRS Regulations). Section 8.05 Annual Statements Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: A. Has received a copy of the conflicts of interest policy B. Has read and understands the policy C. Has agreed to comply with the policy D. Understands the Association is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-- exempt purposes 22

Article 9. MISCELLANEOUS Section 9.01 Fiscal Year The fiscal year of the Association shall be the calendar year, January 1 through December 31. Section 9.02 Indemnification The Association shall indemnify the Directors, Executive Director, committee members, and agents. The Association shall advance expenses to these individuals prior to the final disposition of a proceeding to the extent permissible by the Connecticut General Statute, sections 33---1116 through 33---1124. The Association may procure insurance providing greater indemnification to such persons as well as to volunteers. Section 9.03 Ratification These By---laws shall become effective immediately upon the approval of the current Board of the Association which was known as the College Archery Program. Section 9.04 Meeting Procedures All meetings shall be administered in accordance with the most recent version of Robert s Rules of Order, as amended. Section 9.05 Public Documents Public documents may be posted to the USCAA website or disseminated as deemed appropriate. 23

Article 10. AMENDMENTS Section 10.01 Amendments A. Initiation. Amendments, revisions or corrections to these By---laws may be initiated by a formal written request from any USCAA Club to the Executive Director. The Board of Directors may initiate changes to the By---laws, as well. B. Approval. The Board of Directors approves / disapproves any request for changes to the By--- laws. The Board of Directors must act on the request within thirty days of its receipt. When approved, the change is effective on the date specified by the Board. C. Execution. The Executive Director will update the By---laws and distribute through the Association s website. 24