BYLAWS OF INLINE HOCKEY ASSOCIATION Article 1 Definitions Section 1.01 Name. The name of the corporation is INLINE HOCKEY ASSOCIATION (the Corporation ). It is a nonprofit corporation incorporated under the Colorado Revised Nonprofit Corporation Act (the Act ), codified at articles 121 to 137 of title 7 of the laws of the State of Colorado. Section 1.02 Board. The Board shall mean the Board of Directors of the Corporation. Article 2 Purposes, Objectives and Governing Instruments Section 2.01 Charitable, Educational, and Scientific Purposes and Powers. The Corporation is a tax-exempt corporation organized exclusively for charitable, religious, educational, and scientific purposes, including making distributions to organizations that are exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law ( Section 501(c)(3) ). The specific purpose of the Corporation is to develop, promote, educate, and grow roller sports for amateur athletes, including the sport of inline hockey. The Corporation may fiscally sponsor other roller sport disciplines, including but not limited to inline speed skating, through advisory boards to develop, promote, educate and grow such other roller sport disciplines at all levels and to enable athletes to achieve sustained competitive excellence in domestic and international competitions. Section 2.02 Governing Instruments. The Corporation shall be governed by its Articles of Incorporation and these Bylaws. Section 2.03 Nondiscrimination Policy. The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law. Section 2.04 Limitations on Activities. No part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements relating to) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on DEN-53590-4
any activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3), or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code. Article 3 Membership Section 3.01 Membership. The Corporation shall have members ( Members ). Membership in the Corporation is open to individuals of any age and citizenship. Section 3.02 Categories of Membership. The Corporation shall have two categories of membership, individual and organizational membership, as follows: (a) Individual Membership Categories individual Members shall include: 1. Athlete Members. Athlete Members are those competitive athletes who are eligible for competition in inline roller sports, including inline hockey and inline speed skating, and who register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. 2. Coach Members. Coach Members are those individuals who are certified as active coaches by the Corporation and who register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. 3. Referee Members. Referee Members are those individuals who are certified as active referees by the Corporation and who register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. 4. Supporting Members. Supporting Members are those individuals who are interested in the purpose, programs, aims and objectives of the Corporation and who register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. 5. Life Members. Life Members are those individuals who pay to the Corporation a lifetime membership fee and who register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. DEN-53590-4 2
(b) Organizational Membership Categories organizational Members shall include: 1. Club Members. Club Members are those inline roller sports clubs, including inline hockey and inline speed skating clubs, that agree to conduct their programs in accordance with and agree to be bound by the rules and regulations of the Corporation and that register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. 2. Affiliated Organization Members. Affiliated Organization Members are those amateur sports organizations that conduct, on a level of proficiency appropriate for the selection of amateur athletes to represent the United States in international amateur athlete competition, a national program or regular national amateur athletic competition in inline roller sports, including the sports of inline hockey or inline speed skating, and that register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. 3. Contributing Organization Members. Contributing Organization Members are those amateur sports organizations that conduct athletic programs or activities that further inline roller sports, including the sports of inline hockey or inline speed skating, in the United States or which otherwise support such inline roller sports in the United States and that register with the Corporation as Members in compliance with the membership requirements and dues established under Section 3.04 hereto. Section 3.03 Voting Members. Individuals belonging to the following individual membership categories shall be entitled to vote on matters presented to the Members by the Corporation, including voting in an election for directors of the Board ( Directors ) and committee members ( Committee Members ): Athlete Members, Coach Members, Referee Members, and Life Members. Organizations belonging to the following organizational membership categories shall be entitled to vote on matters presented to the Members by the Corporation, including voting in an election for Directors: Club Members and Affiliated Organization Members. No other voting privileges are conferred upon the Members. Individuals belonging to the Supporting Member individual membership category and organizations belonging to the Contributing Organization Member organizational membership category have no voting privileges. The Corporation shall prepare a list of all Members of the Corporation, by class, entitled to vote in such upcoming election shall make such list available for inspection as further set forth in Section 11.04(f)(2). An individual or organization may belong to more than one (1) of the above mentioned membership categories. However, an individual or organization who is a Member meeting the requirements for more than one (1) membership category is only eligible to vote in one (1) membership category, and shall designate the membership category in which voting privileges shall be exercised. DEN-53590-4 3
An individual shall be a citizen of the United States and at least eighteen (18) years of age in order to be eligible to vote in an election. An individual or organization shall be a Member of the Corporation sixty (60) days prior to the date of the election (record date) in order to be eligible to vote in an election. Section 3.04 Membership Requirements and Dues. Membership in the Corporation is a privilege and creates with it certain obligations and duties. The Board may establish such membership requirements and dues as the Board shall deem necessary or appropriate. Further, the Board may establish such rules and procedures for the manner and method of payment of dues, the collection of delinquent dues, and the proration or refund of dues as the Board shall deem necessary or appropriate. No privilege of membership shall be available until all membership requirements are satisfied and all dues are paid in full. Section 3.05 Expulsion, Suspension, and Termination of Membership. The membership of any Member may be expelled, suspended, or terminated at any time with cause by the Board provided that (a) no less than fifteen (15) days prior to the effective date of such action, the Member to be subject to such action is provided with written notice of the expulsion, suspension, or termination and the reasons therefor, and (b) no less than five (5) days prior to the effective date of such action, the Member to be subject to such action is provided with the right and opportunity to be heard, orally or in writing, by the Judicial Committee formed pursuant to Section 7.19, which shall be authorized to decide that the proposed expulsion, termination, or suspension not take place. For purposes of this Section, any written notice given by mail must be given by first-class or certified mail sent to the last address of the Member shown on the Corporation s records. Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, suspension, or termination. A Member who has been expelled or suspended may be liable to the Corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension. A Member may only resign if the member has paid all dues then payable. Section 3.06 Transfer of Membership. Members may not transfer membership in the Corporation to any other person. Members shall have no ownership rights or beneficial interests of any kind in the property of the Corporation. Section 3.07 Annual Meeting. The Members shall meet annually, at such place and time as the Board may from time to time determine by resolution. The purpose of such annual meeting shall be to elect Directors and to transact such other business as may be brought before the Members. Section 3.08 Additional Meetings. Regular meetings of the Members may be held at such date and at such time as the Board may from time to time determine by resolution. Special meetings of the Members may also be called (a) by resolution of the Board, or (b) if the Corporation receives one or more written demands for such a meeting, stating the purpose or purposes for which the meeting is to be held, signed and dated by Members holding at least ten percent (10%) of all the votes entitled to cast on any issue proposed to be considered at the meeting. Section 3.09 Notice of Meetings. Written notice of each meeting of the Members shall be given by or at the direction of the Secretary of the Board by notifying Members of the place, DEN-53590-4 4
date, and time of such meeting, no fewer than ten (10) days (or if notice is mailed by other than first class or registered mail, no fewer than thirty (30) days), nor more than sixty (60) days before the meeting date. Such notice must include a description of any matter or matters that must be approved by the Members or for which the Members approval is sought. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. Section 3.10 Quorum. At any meeting of the Members, twenty-five percent (25%) of the Members entitled to vote at such meeting as determined under Section 3.03 hereof shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Members present may adjourn the meeting to another time and place, without notice other than announcement at such meeting, until a quorum shall be present. Section 3.11 Voting. At all meetings of the Members, each Member shall have one vote. Every act or decision done or made by a majority of the Members entitled to vote at a duly held meeting at which a quorum is present under Section 3.10 shall be regarded as an act of the Members. Section 3.12 Voting by Proxy. For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a Member may be deemed to be present at a meeting and to vote if the Member has granted a signed written proxy to another person who is present at the meeting, authorizing the other person to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy. Section 3.13 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Member taken without a meeting if the requisite number of Members consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the Corporation as maintained by the Board. Section 3.14 Participation by Telephone and Electronic Communications. The Board may elect to hold any Member meeting by telephone, over the internet, or similar electronic communications, including casting votes, so long as a paper ballot alternative is available for any Member to cast a vote (by mail or in-person submission). Participation by such means shall constitute presence in person at a meeting. Section 3.15 Minutes of Meetings. A Member shall take minutes of all Member s meetings, which minutes shall be retained by the Board. Article 4 Directors Section 4.01 Powers and Duties. Subject to the provisions of law, the Articles of Incorporation, and these Bylaws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and DEN-53590-4 5
operations of the Corporation and shall exercise all the powers that may be exercised by the Corporation. Section 4.02 Number. The number of Directors shall be fixed by the Board, but such number shall not be less than three (3). Section 4.03 Authority of Founder. The founder of the Corporation, Jeffrey Ingrum ( Founder ), shall retain one seat upon the Board until his resignation or death. Founder shall have voting privileges unless restricted by the conflict of interest policy stated herein. Founder shall be allowed to serve as an officer of the Board within the scope and limitations established in the Bylaws and under state and federal laws. Section 4.04 Election. The remaining Directors of the Corporation shall be elected by the Members pursuant to Article 3 above. At least one Director shall meet the definition of Independent, which for purposes of this Section shall mean an individual who does not have a material relationship with the Corporation, either directly or as a partner or shareholder of the Corporation, or of an organization that has a relationship with the Corporation that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out such individual s responsibilities to the Corporation. Section 4.05 Term of Office. Each Director shall hold office beginning immediately after the annual meeting at which such Director is appointed, elected, and re-elected, and ending at the subsequent annual meeting at which such Director s successor is elected, or until such Director s death, resignation, or removal. With the exception of Founder, no Director shall serve more than three (3) terms. Serving out a Director s incomplete term following the death, resignation, or removal of such Director shall not count as a term for purposes of this limit. Each term shall be limited as follows: (a) (b) (c) First Term a Director s first term shall run for one (1) year beginning immediately after the annual meeting at which such Director is appointed or elected. Second Term a Director s second term shall run for three (3) years beginning immediately after the annual meeting at which such Director is re-elected. Third Term a Director s third term shall run for two (2) years beginning immediately after the annual meeting at which such Director is re-elected. Section 4.06 Delegation. In case of the absence of any Director, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Director to any other Director. Section 4.07 Removal. Any Director may be removed from office at any time, with or without cause, by a majority vote of the Directors at any meeting of the Board. Section 4.08 Resignation. Any Director may resign at any time by delivering a written resignation to the Board, which resignation shall take effect immediately without requiring the acceptance of the Board. DEN-53590-4 6
Section 4.09 Vacancy. In the event of death, resignation, or removal of any Director and in the event that any director position is newly created at any time and for any cause, the open position shall be filled by the vote of a majority of the Directors then in office at any meeting of the Board. A Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor. Section 4.10 Annual Meeting. The Board shall meet annually, at such place and at such time as may be fixed by the Board. The purposes of such annual meeting shall be to receive annual reports of the Board and its Officers and to transact such other business as may be brought before the Board. Section 4.11 Additional Meetings. Regular meetings of the Board may be held at such place and on such date and at such time as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office. Section 4.12 Notice of Meetings. No notice need be given of any annual or regular meeting of the Board. Notice of a special meeting of the Board shall be given by service upon each Director in person, by established electronic communication, or by mailing such notice to each Director at his or her post office address as it appears upon the books of the Corporation. Such notice shall be given at least two business days (Saturdays, Sundays, and legal holidays not being considered business days for the purpose of these Bylaws) if given in person or by electronic communication, or at least four business days if given by mailing the same, before the date designated for such meeting. Such notice shall specify the place, date, and time of the meeting. Any Director may waive notice of any meeting. The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where prior to the meeting or at its commencement the Director objects to holding the meeting or transacting business at the meeting because of a lack of notice or defective notice. Any acts or proceedings taken at a Directors meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors meeting that is legally and validly called. Except as otherwise provided herein, notice of any Directors meeting or any waiver thereof need not state the purpose of the meeting. At any Directors meeting duly held as provided in these Bylaws, any business within the legal province and authority of the Board may be transacted. Section 4.13 Director Attendance. Directors are expected to attend all meetings of the Board. Each Director must attend a minimum of at least one half (1/2) of the meetings during any twelve (12) month period. Section 4.14 Quorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Directors present may adjourn the meeting to another time and place, without notice other than announcement at such meeting, until a quorum shall be present. Section 4.15 Voting. At all meetings of the Board, each Director shall have one vote. In the event that there is a tie in any vote, the President shall have an additional vote to be the tiebreaker. Voting by proxy shall not be permitted. Every act or decision done or made by a DEN-53590-4 7
majority of the Directors entitled to vote at a duly held meeting at which a quorum is present under Section 4.14 shall be regarded as an act of the Board. Section 4.16 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Directors or Committee Members consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Directors or any such Committee Members shall be filed with the minutes of the proceedings of the Board or such Committee. Section 4.17 Participation by Telephone and Electronic Communications. A Director may participate in a meeting of the Board or any committee thereof, including casting votes, by telephone or similar electronic communications equipment so long as all Directors and Committee Members, as applicable, in attendance can hear all participating Directors. Participation by such means shall constitute presence in person at a meeting. Section 4.18 Open and Executive Meeting Sessions. Ordinarily, all meetings of the Directors shall be open to Members and non-members of the Corporation. However, in the event the majority of the Directors in attendance deem it appropriate to exclude such persons at an open meeting, then the President of the Board may declare an executive session, during which the Board may consider and discuss only those matters relating to personnel, nominations, discipline, budget, salary, litigation, or other sensitive matters. Section 4.19 Minutes of Meetings. The Secretary shall take and retain minutes of the Directors meetings. Article 5 Officers Section 5.01 Officers. The Board shall elect officers of the Corporation ( Officers ). Section 5.02 Election. The Officers shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The Officers shall be elected by the Board at the annual meeting of the Board. The same person may hold more than one office, except that the same person may not be both President and Secretary. The Board may appoint such other Officers as may be deemed desirable, including one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Section 5.03 Term of Office. Each Officer shall hold office for a term of one year, beginning immediately after the annual meeting at which such Officer is elected and ending at the subsequent annual meeting at which such Officer s successor is elected, or until such Officer s death, resignation, or removal. Section 5.04 Powers and Duties of the President. The President shall preside at all meetings of the Board, prepare the agenda for such meetings, and provide notices of such meetings as required. The President shall from time to time make such reports of the affairs and operations DEN-53590-4 8
of the Corporation as the Board may direct. The President may sign contracts or other instruments which the Board has authorized to be executed. The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board. Section 5.05 Powers and Duties of the Vice-President. In the absence of the President, the Vice-President shall preside over meetings of the Board and exercise other powers and duties assigned to the President. The Vice-President shall have such powers and shall perform such duties as may from time to time be assigned to the Vice President by the Board. Section 5.06 Powers and Duties of the Secretary. The Secretary shall record and keep the minutes of all meetings of the Board. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minute book of the Board and such books and records as the Board may direct. The Secretary shall be the custodian of the seal of the Corporation and shall affix such seal to such contracts, instruments, and other documents as the Board or any Committee thereof may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board. Section 5.07 Powers and Duties of the Treasurer. The Treasurer shall be the custodian of all funds and securities of the Board. Whenever so directed by the Board, the Treasurer shall render to the Board a statement of the cash and other accounts of the Corporation. The Treasurer shall enter or cause to be entered regularly in the books and records of the Corporation full and accurate accounts of the Corporation s receipts and disbursements. Upon the request of any Director, the Treasurer shall within a reasonable time provide for review copies of such books and records. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board. Section 5.08 Delegation. In case of the absence of any Officer, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer. Section 5.09 Removal. Any Officer may be removed from office at any time, with or without cause, by a majority vote of the Directors at any meeting of the Board. Section 5.10 Resignation. Any Officer may resign at any time by delivering a written resignation to the Board, which resignation shall take effect immediately without requiring the acceptance of the Board. Section 5.11 Vacancy. In the event of death, resignation, or removal of any Officer and in the event that any officer position is newly created at any time and for any cause, the open position shall be filled by the vote of a majority of the Directors then in office at any meeting of the Board. An Officer elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor. DEN-53590-4 9
Article 6 Advisory Boards The Corporation shall form an Advisory Board for each roller sport discipline that will be developed, promoted, educated, and grown as a sponsored program of the Corporation. Such Advisory Boards shall be operated according to governing rules established by the Corporation. Article 7 Committees Section 7.01 Committees. The Board may establish such committees as the Board deems appropriate to serve at the pleasure of the Board (each a Committee ), and shall narrowly define the mission and deliverables of such Committees. The Corporation shall have at least the following standing Committees: an Audit Committee, an Ethics Committee, a Judicial Committee, and a Nominating & Governance Committee. Committee agendas shall be developed by the chair of the Committee (the Committee Chair ) in consultation with other Committee Members and the Board. Each Committee Chair shall make a report on Committee matters to the Board at the next regularly scheduled Board meeting. Section 7.02 Limitations on Committee Authority. There shall be no executive committee or other committee(s) with management authority delegated by the Board, or with overlapping or superior authority to the Board (such as a super-board, governing council, or general assembly). Section 7.03 Number. Membership on Committees shall be of the minimum size possible to permit both conduct of the sport and appropriate Board governance, but in all cases shall not exceed five (5) Committee Members. Section 7.04 Appointment. Committee Members shall be appointed by the Board at the annual meeting of the Board. Appointments shall be made based on a combination of factors, including each individual Committee Member s expertise, the needs of the Corporation, and the Committee requirements as stated in these Bylaws. Except as provided otherwise herein, the Board may designate one or more Directors as alternate Committee Members, who may replace any absent Committee Member at any meeting of such Committee. Section 7.05 Independence. For purposes of this Article, the term Independent shall mean an individual who does not have a material relationship with the Corporation, either directly or as a partner or shareholder of the Corporation, or of an organization that has a relationship with the Corporation that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out such individual s responsibilities to the Corporation. Section 7.06 Term of Committee Membership. Unless provided otherwise herein, the term for all Committee Members shall be two (2) years. A Committee Member shall remain on the DEN-53590-4 10
Committee until the Committee Member s successor is appointed, or until the Committee Member s earlier resignation, removal, incapacity, disability or death. Section 7.07 Term Limits. Unless provided otherwise herein, no Committee Member shall serve on a given Committee for more than three (3) consecutive terms. Section 7.08 Committee Member Attendance. Committee Members are expected to attend all regularly scheduled meetings for those Committees for which they are members. Each Committee Member must attend a minimum of at least one half (1/2) of the meetings during any twelve (12) month period of the Committee for which he or she is a Committee Member. Section 7.09 Removal. Any Committee Member may be removed from a Committee, with or without cause, by a majority of the Directors at any meeting of the Board. Section 7.10 Resignation. Any Committee Member may resign at any time by delivering a written resignation to the Board, which resignation shall take effect immediately without requiring the acceptance of the Board. Section 7.11 Vacancy. In the event of death, resignation, or removal of any Committee Member and in the event that any Committee Member position is newly created at any time and for any cause, the open position shall be filled as set forth for the appointment of that Committee. A Committee Member appointed to fill a vacancy shall hold such Committee membership for the unexpired term of his or her predecessor. Section 7.12 Procedures. Each Committee shall establish procedures for conducting its business and affairs. Such procedures shall be published and made available on the Corporation s website. Section 7.13 Open and Executive Meeting Sessions. Ordinarily, all Committee meetings shall be open to non-members of the Committee. However, in the event the majority of the Committee Members in attendance deem it appropriate to exclude non-members at an open Committee meeting, then the Chair of the Committee may declare an executive session, during which the Committee may consider and discuss only those matters relating to personnel, nominations, discipline, budget, salary, litigation, or other sensitive matters. Section 7.14 Participation by Telephone and Electronic Communications. A Committee Member may participate in a Committee meeting, including casting votes, by telephone or similar electronic communications equipment so long as all Committee Members in attendance can hear all participating Committee Members. Participation by such means shall constitute presence in person at a meeting. Section 7.15 Minutes of Meetings. Each Committee shall take and retain minutes of the Committee s meetings. Section 7.16 Compensation. Committee Members shall not receive compensation for their services as Committee Members, although the reasonable expenses incurred by Committee Members in carrying out the responsibilities of the Committee may be paid or reimbursed in accordance with the Corporation s policies. Committee Members who are not Directors may DEN-53590-4 11
receive compensation for services rendered to or for the benefit of the Corporation in any other capacity, provided the Board gives explicit approval. Section 7.17 Audit Committee. The Audit Committee shall be appointed and have powers and responsibilities as follows: (a) The Board shall appoint the Committee Members of the Audit Committee and its chair. All Committee Members of the Audit Committee shall be Directors. At least one Committee Member of the Audit Committee shall be a Director with sufficient financial experience to perform the duties of the Audit Committee. Such Director shall meet the definition of Independent set forth in Section 7.05. (b) The Audit Committee shall 1. recommend the independent auditors of the Corporation, review the report of the independent auditors and management letter, and recommend action as needed; 2. investigate matters of fiscal controls and disclosure and such other matter as directed by the Board; 3. perform such other duties as assigned by the Board. (c) The Audit Committee shall periodically meet in executive session with each of the Board, the Corporation s financial staff, and the Corporation s outside auditor, with each such meeting to be held separately from such other meetings. In addition, the Audit Committee or a designated representative of the Committee shall meet with the Corporation s outside auditor prior to the release and filing of the Corporation's audited financial reports as necessary to review such materials. Section 7.18 Ethics Committee. The Ethics Committee shall be appointed and have powers and responsibilities as follows: (a) The Board shall appoint the Committee Members of the Ethics Committee and its chair. No Committee Members of the Ethics Committee may be Directors. All Committee Members of the Ethics Committee shall meet the definition of Independent set forth in Section 7.05. (b) The Ethics Committee shall 1. propose to the Board for adoption a Code of Ethics and Conflicts of Interest Policy (the Code of Ethics ) that, once adopted by the Board, shall be applicable to all Directors, Committee Members, and employees and volunteers of the Corporation; 2. oversee implementation of, and compliance with, the Code of Ethics; 3. report to the Board on all ethical issues; DEN-53590-4 12
4. develop, and review on an annual basis, a Code of Ethics for the Board, Officers, Committee Members, Members, employees, volunteers, and staff for adoption by the Board; 5. generally administer and oversee compliance with the Code of Ethics; 6. review and investigate matters of ethical impropriety and make recommendations on such matters to the Board; 7. review and provide guidance on ethical questions presented to it by the Board, Officers, Committee Members, Members, employees, volunteers, and staff; and 8. perform such other duties as assigned by the Board. Section 7.19 Judicial Committee. A Judicial Committee shall be appointed and have powers and responsibilities as follows. (a) The Board shall appoint the Committee Members of the Judicial Committee and its chair. No Committee Members of the Judicial Committee may be Directors. All Committee Members of the Judicial Committee shall meet the definition of Independent set forth in Section 7.05. (b) The Judicial Committee shall 1. generally administer and oversee all administrative grievances and right to compete matters filed with the Corporation; 2. identify individuals who would be fair and impartial and who would have the qualifications and ability to serve on hearing panels; 3. hear and render a decision, or appoint a panel to hear and render a decision, on grievances and disciplinary matters; 4. perform such other duties as assigned by the Board. Section 7.20 Nominating & Governance Committee. The Nominating & Governance Committee shall be elected and have the responsibilities as follows: (a) The initial Nominating & Governance Committee shall consist of five (5) Committee Members. One (1) such Committee Member shall be an Athlete Member who shall be elected by the Athlete Members. The other four (4) such Committee Members shall be elected by the voting Members identified in Section 3.03. All Committee Members of the Nominating & Governance Committee shall meet the definition of Independent set forth in Section 7.05. The Nominating & Governance Committee shall elect its own chair from among its Committee Members. DEN-53590-4 13
(b) Each subsequent Nominating & Governance Committees shall be selected as follows: 1. One (1) Committee Member shall be elected by the previous Nominating & Governance Committee to serve as the Chair of the Nominating & Governance Committee; 2. One (1) Committee Member meeting the definition of Independent set forth in Section 7.05 shall be elected by the previous Nominating & Governance Committee; 3. One (1) Committee Member shall be an Athlete Member who shall be elected by the Athlete Members; and 4. Two (2) Committee Members shall be elected by the voting Members identified in Section 3.03. (c) (d) (e) (f) The term for Committee Members on the initial and all subsequent Nominating & Governance Committees shall be four (4) years. No Committee Member shall serve on the initial and all subsequent Nominating & Governance Committees for more than two (2) consecutive terms. No Committee Members of the initial and all subsequent Nominating & Governance Committees may be Directors. No individual who serves on the Nominating and Governance Committee may serve as a Director or in any other capacity within the Corporation for a period of one (1) year after such Committee Member s membership on the Nominating & Governance Committee Members of the Nominating and Governance Committee shall be precluded from serving as a Board director or in any other capacity within the Corporation, whether governance or on staff, for a period of one (1) year after their service on the Nominating and Governance Committee ends, whether by expiration of such Committee Member s term or by removal or resignation. The Nominating & Governance Committee shall: 1. identify and evaluate prospective candidates for the Board; 2. select individuals to serve on the Board as provided in these Bylaws; 3. recommend as requested by the Board individuals to serve on various Committees; 4. consult with the Ethics Committee with respect to vetting all nominations for potential conflicts of interest or other problematic background issues; 5. develop and recommend to the Board for its consideration an annual selfevaluation process for the Board and its Committees; DEN-53590-4 14
6. perform such other duties as assigned by the Board. (g) In considering a candidate for nomination to the Board, the Nominating & Governance Committee shall take into consideration: 1. the candidate s potential contribution to the effective functioning of the Corporation; 2. any potential or impending change in the candidate s principal area of responsibility within the candidate s position of employment; 3. the candidate s relevant experience; 4. whether the candidate has the ability to attend meetings and fully participate in the activities of the Board; 5. the candidate s reputation for personal integrity and commitment to ethical conduct; 6. whether any circumstances exist that might make it inappropriate for the candidate to serve on the Board. Article 8 Bank Accounts, Checks, Contracts and Investments Section 8.01 Bank. The Board select at least one bank or depository it deems proper in which to deposit the funds of the Corporation. Section 8.02 Authority to Bind the Corporation. The Board shall determine who shall be authorized from time to time to bind the Corporation by (a) signing checks, drafts, or other orders for the payment of money, acceptances, notes, or other evidences of indebtedness on behalf of the Corporation, and (b) entering into and delivering any contract or instrument in the name of and on behalf of the Corporation. Unless so authorized by the Board, no Officer, Director, Committee Member, agent, or employee shall have any power or authority to bind the Corporation or render it liable for any purpose or to any amount. Section 8.03 Investments. The funds of the Corporation may be retained in whole or in part in cash or may be invested and reinvested from time to time in such property (real, personal or otherwise), stocks, bonds, or other securities, as the Board may deem desirable. DEN-53590-4 15
Article 9 Complaint Procedures Section 9.01 Complainants. Any person with a complaint pertaining to any matter relating to the Corporation (each a Complainant ) may file a complaint (a Complaint ) with the Corporation. Complaints should be have been properly presented to and unsatisfactorily unresolved by all other applicable sports governing bodies prior to being submitted to the Corporation. Before addressing a Complaint, the Corporation will prefer that Complaints arising from any event be first considered by the referees or judges present, the event directors, and then the regional and league directors. Section 9.02 Manner of Filing. The Complainant shall file a Complaint by submitting it in writing it to the Judicial Committee. The Complaint shall set forth in clear and concise language, preferably in numbered paragraphs: (i) the alleged violation, grievance, denial, or threat of denial, and (ii) the remedy requested. The Complainant shall sign the Complaint. Section 9.03 Statute of Limitations. All Complaints filed under this Article shall be filed within one hundred and eighty (180) days of the occurrence of the alleged violation, grievance, denial, or threat of denial. Section 9.04 Designation of Complaints. Complaints filed with the Corporation shall be designated as one of the following: (a) (b) (c) Administrative Grievance. A Complaint pertaining to alleged violation of or grievance concerning any rule or regulation of the Corporation or any provision of the Corporation s Bylaws shall be deemed an Administrative Grievance. Right to Compete Grievance. A Complaint pertaining to any alleged denial, or alleged threat to deny, to any athlete, coach, trainer, manager, administrator, or official the opportunity to compete in a competition sanctioned by the Corporation shall be deemed a Right to Compete Grievance. Field of Play Grievances. A Complaint pertaining to the final decision of a referee during a competition regarding a field of play decision (i.e., a matter set forth in the rules of the competition to be within the discretion of the referee) shall be deemed a Field of Play Grievance. Section 9.05 Administration. The Judicial Committee shall administer and oversee all Administrative Grievances and Right to Compete Grievances filed with the Corporation, and shall ensure that all Complaints relating to such grievances are heard and resolved in a timely, fair, and impartial manner. Field of Play Grievances shall not be reviewable by the Corporation under the procedures set forth in this Article unless they allege that a referee s decision is (i) outside the authority of the referee, or (ii) the product of fraud, corruption, partiality, or other misconduct of the referee. For purposes of this Section, the term referee shall include any individual with discretion to make field of play decisions. DEN-53590-4 16
Section 9.06 Notice to Affected Individuals. For all Right to Compete Grievances, the Complainant shall include with the Complaint a list of all individuals, together with their contact information, who may be adversely affected by a decision rendered on the Complaint. Any additional individuals who may be adversely affected shall be identified by the Hearing Panel. The Complainant shall serve all such individuals with a copy of the Complaint. Any individual so notified shall have the option to participate in the proceeding as a party. If such an individual is notified of the Complaint but chooses not to participate as a party, that individual shall nonetheless be bound by the decision of the Hearing Panel. Section 9.07 Hearing Panel. Upon the filing of a Complaint, the chair of the Judicial Committee, after consultation with the other Committee members, shall appoint a hearing panel ( Hearing Panel ) to hear and resolve the Complaint. The Hearing Panel shall consist of three (3) individuals, at least one (1) of whom shall be a competitive athlete who is eligible for competition in inline roller sports, such as inline hockey and inline speed skating, but that does not have a relationship with the Complainant that, in the opinion of the Board, would interfere with the individual s responsibilities to the Corporation. The remaining two (2) individuals may be any other individuals meeting the definition of Independent, which for purposes of this Section shall mean an individual who does not have a material relationship with the Corporation, either directly or as a partner or shareholder of the Corporation, or of an organization that has a relationship with the Corporation that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out such individual s responsibilities to the Corporation. Members of the Hearing Panel may be Judicial Committee Members. In addition, such Members of the Hearing Panel need not be members of the Corporation or involved in roller sports. The Judicial Committee shall also appoint a chair of the Hearing Panel. Section 9.08 (a) Conduct of the Hearing. Right to Hearing. The Hearing Panel shall hold a hearing on the Complaint. (b) Conduct of Hearing. The hearing may be conducted by teleconference, if necessary or convenient to the parties. Each party shall have the right to appear personally or through a legal representative. All parties shall be given a reasonable opportunity to present and examine evidence, cross-examine witnesses and to present argument. Members of the hearing panel shall have the right to question witnesses or the parties to the proceeding at any time. The hearing shall be informal, except that testimony shall be taken under oath. (c) (d) Record of Hearing. Any party may request to have a court reporter present at the hearing. The court reporter shall be paid for by the party requesting the court reporter, or if mutually agreed, the cost may be equally divided. Any transcript shall be paid for by the party requesting the transcript. Authority of Hearing Panel. The Hearing Panel shall rule on all motions and other matters raised by the parties to the hearing, including. The Hearing Panel shall set such timelines and other rules regarding the proceeding and the conduct of the hearing as it deems necessary. DEN-53590-4 17
Section 9.09 Expedited Procedures. Upon the request of a party, the Judicial Committee is authorized to order that the Complaint be heard and decided by the Hearing Panel within fortyeight (48) hours of filing to Complaint, provided that it is necessary to expedite proceedings on the Complaint in order to resolve a matter relating to a competition that is scheduled such that compliance with regular procedures would not be likely to produce a sufficiently early decision to do justice to the affected parties. In such a case, the Hearing Panel is authorized to hear and decide the Complaint pursuant to any necessary procedures that are fair to the parties involved. Section 9.10 Decision. The Hearing Panel shall decide the Complaint by a majority vote of the Hearing Panel. The Hearing Panel s decision shall be in writing, and shall be distributed to the parties promptly after it is entered. Section 9.11 Arbitration. Any party may appeal a decision of the Hearing Panel to the American Arbitration Association, at such party s cost. The arbitrator appointed by the American Arbitration Association shall have the authority to hear the matter anew or, if requested by a party, to render a decision on a more limited review. The appealing party shall submit the decision of the hearing panel to the arbitrator for the arbitrator s consideration. The arbitrator may give whatever weight or authority to the hearing panel s decision as the arbitrator deems appropriate. Section 9.12 Additional Procedures. The Judicial Committee may promulgate procedures for the effective administration of Complaints in addition to those set forth in this Article. Article 10 Sanctioning Events Section 10.01 Sanctioned Events. Pursuant to this Article, the Corporation may (a) sanction international and national amateur athletic roller sports competitions held in the United States, and (b) sponsor Athlete Members in international amateur athletic roller sports competitions held outside the United States. Section 10.02 Applications for Holding an International or National Amateur Athletic Competition in the United States. An individual or amateur sports organization requesting a Corporation sanction as authorized by Section 10.01 shall: (a) submit to the Corporation, in the form required by the Corporation, an application to hold such competition; (b) demonstrate in the application that 1. appropriate measures have been taken to protect the amateur status of athletes who will take part in the competition and to protect their eligibility to compete in amateur competition; 2. appropriate provisions have been made to validate records which may be set during the competition; DEN-53590-4 18
3. due regard has been given to any international amateur athletic requirements specifically applicable to the competition; 4. the competition will be conducted by qualified officials; 5. proper medical supervision will be provided for athletes who will participate in the competition; and 6. proper safety precautions have been taken to protect the personal welfare of the athletes and spectators at the competition. (c) pay to the Corporation the required application fee in the amount set by the Corporation, provided that such application fee shall be reasonable and nondiscriminatory; and (d) if the application is approved and the sanctioned event is held, submit to the Corporation, in the form required by the Corporation, a post-event form. Section 10.03 Prompt Review of Request. The Corporation shall promptly review every application for a sanction by the Corporation. Section 10.04 Standard for Review. The Corporation shall grant a requested sanction if (i) the application for a sanction complies with the requirements of this Article; and (ii) the Corporation determines that the requested sanction would not be detrimental to the best interest of the Corporation. Article 11 Records of the Corporation Section 11.01 Retention of Records. The Corporation shall retain a copy of the following types of records (its Records ): (a) (b) (c) (d) the current Bylaws of the Corporation, as they may be amended from time to time; the articles of incorporation of the Corporation, as they may be amended from time to time; any effective rules and regulations adopted by the Corporation that govern the technical conduct of roller sports events in the United States, including inline hockey and inline speed skating events, as they may be amended from time to time; minutes of all meetings of the Board, all actions taken by the Board without a meeting, and all waivers of notices of meetings of the Board, which records shall DEN-53590-4 19