N.O.D. By-Laws

Northern Ohio Division By Laws

By Laws accepted February 26, 2006.
Last update of Webpage : March 7, 2006 by Irene Eve Shinkle

Article I. NAME AND JURISDICTION

Section 1.01 Name
The name of this organization is the Northern Ohio Division of the United States Fencing Association, hereinafter referred to as “this Division” or “the Division”.

Section 1.02 Incorporation
The Northern Ohio Division of the United States Fencing Association shall be incorporated, organized, and operated pursuant to Chapter 1702 of the Ohio Revised Code.

Section 1.03 Tax Exemption
The Division shall qualify and at all times remain qualified as a tax exempt organization under the Internal Revenue Code of the United States.

Section 1.04 Jurisdiction
The Division shall wield such power and operate within the territory as specified by the United States Fencing Association (hereinafter referred to as USFA).

Section 1.05 USFA Preeminence
The Northern Ohio Division, an affiliate association of the USFA, shall abide by and act in accord with the Articles of Incorporation, Bylaws, Rules and Regulations, Playing Rules, and decisions of the Board of Directors of the USFA and such documents and decisions shall take precedence over and supersede all similar governing documents and/or decisions of the Division. Further, the Division shall assist USFA in the administration and enforcement of the provisions of the Bylaws, Rules and Regulations, Rule Book and decisions of the Board of Directors of USFA, within and upon its members and/or within its jurisdiction.

Article II. ADOPTION OF REGULATIONS

These Amended and Restated Regulations are adopted pursuant to Section 1702.11 of the Ohio Revised Code for The Northern Ohio Division of the United States Fencing Association, a non-profit corporation organized in accordance with the laws of the State of Ohio.

Article III. PURPOSES

Section 3.01 Charitable and Educational

The Division is organized and at all times shall be operated exclusively for charitable and educational purposed within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including without limiting the foregoing:

(a) Promoting, developing, and administering the art and sport of fencing within Northern Ohio, including;

(b) Encouraging programs of education and supervised, qualified instruction and training by approved and trained coaches and teachers in fencing;

(d) Providing Northern Ohioans the opportunity for and encouraging participation in fencing competition . Developing fencing skills, enhancing self –discipline, and building character and sportsmanship through fencing;

(e) Promoting the growth of fencing clubs and salles d’armes throughout Northern Ohio;

(f) Publicizing fencing in Northern Ohio;

(g) Supporting individuals and teams from Northern Ohio to represent the United States in international competitions including the Olympic games and Pan-American games;

(h) Receiving and distributing funds for the purposed described above; and

(i) Doing whatever is deemed necessary, useful, advisable, or conducive directly or indirectly, to carry out any of the purposes of the Division, including the exercise of all other authority enjoyed by corporations generally by virtue of the provisions of the Ohio Non-Profit Corporation Law.

Article IV. MEMBERSHIP

Section 4.01 Members

(a) Membership is Open to all persons who:

i) Have an interest in the sport of fencing, and

ii) Reside in or belong to a fencing club located within the territorial limits of the Division, and

iii) Who are not members of another Division.

(b) Classes of membership to the NOD of the USFA shall be as defined by the USFA Board of Directors.

i) Full Members are entitled to participate in any competition held under the auspices of the USFA, subject to the limitations of the USFA Bylaws and to such limitations as the USFA Board of Directors may from time to time lay down with respect to particular categories or classes of member competitions, as long as USFA dues have been paid to a designated Division agent.

ii) Associate Members are non- competitive members.

Section 4.02 Fees and Dues

All dues are payable on application for membership and thereafter on or before the next membership year begins. The schedule of dues of the USFA shall be as established by the USFA Board of Directors with no additional initiation fees or dues charged by the Division.

Section 4.03 Membership Year

The membership year shall commence on August 1 and end on the following July 31. A new member whose dues are paid between April 1 and July 31 shall be entitled to extended membership through the next membership year.

Section 4.04 Powers and Duties

Members shall be responsible for the election of Executive Committee Officers, Standing Committee Chairs, and USFA Congress Representatives and Alternates, By Laws revisions, and the Division dissolution.

Section 4.05 Right to Access Division Records

All books, papers, records, and documents of any kind of the Division may be inspected by any member or his agent for any proper purpose at any reasonable time.

Section 4.06 Members in Good Standing

No member is entitled to vote or a member in good standing until a member’s dues and fees have been received by the USFA National Office. Payment of dues to a Divisional Secretary or other duly appointed agent will render a fencer eligible to fence.

Section 4.07 Voting Rights

Only those individual Members who have paid their dues, on or before February 1st of each membership year and who have attained their 18th birthday as of that date and whose dues have been received by the USFA National Office on or before that date shall have the right to vote on all matters that may be voted on.

Section 4.08 Meetings

(a) An Annual Meeting will be held in May for the purpose of electing Executive Committee Officers, Standing Committee Chairs, Members at Large and USFA Congress Representatives and Alternates; for reporting to the membership: any action(s) or policy(ies) adopted or requested to be adopted by the Executive Committee or Officers of the Division, an annual report, the most recent financial statement, the most recent fiscal year end financial statement, and the state of the Division. The meeting location and time will be specified by the Chairman or the Vice - Chairman in the Chairman’s absence.

(b) Special Meetings of the members of the Division maybe held at any time upon call by the Chairman, by written request submitted by a majority of the Executive Committee Members or by a petition of twenty five (25) designated voting members. The business to be transacted at any special meeting shall be limited to that set forth in the notice of the meeting, unless all Members are present at such special meeting and waive such notice requirement. The meeting will be held within thirty (30) days of such a call and the location and time will be specified by the Chairman or the Vice - Chairman in Chairman’s absence.

Section 4.09 Location of Meetings

All meetings of the general membership shall be held within the jurisdiction of the Division at any location deemed appropriate by the Chairman or the Vice - Chairman in his or her absence.

Section 4.10 Notice of Meetings

(a) An Annual Meeting Notice including the date, time, location, a listing of Executive Committee Members and Congress Representatives to be elected, any business to be conducted and an agenda shall be posted on the website, sent electronically and in the conventional post not more than sixty (60) and not less than fifteen (15) days before the meeting.

(b) Special Meetings Notice will be given in writing at least fifteen (15) and not more than thirty (30) days before the date of such meeting. Notice will be made through conventional or electronic mail at his/her last known address and will be posted on the website. Notice will include the time, place and purpose of the meeting.

(c) Waiving Notice of Meetings Any member may waive notice of any meeting in writing either before or after such meeting. By attending any meeting without protesting the lack of prior notice prior to the commencement of such meeting, the Member shall be deemed to have waived notice thereof.

Section 4.11 Quorum

A quorum shall consist of seven voting members present in person.

Article V. EXECUTIVE COMMITTEE

Section 5.01 Division Authority
All the authority, government, management and powers of the Division shall be vested in the Executive Committee, except as otherwise noted in the Regulations as amended and restated from time to time or the Ohio Non-Profit Corporation Law.

Section 5.02 Composition of the Executive Committee

The number of the Executive Committee shall not be less than three. The Executive Committee shall be comprised of the Division:

(a) Officers

i) Chairman

ii) Vice - Chairman

iii) Secretary

iv) Treasurer

v) Armorer

vi) Awards Coordinator

(b) Elected Standing Committee Chairman

i) Bout Committee Chairman

ii) Public Relations/Newsletter/Web Design Committee Chairman

iii) Nominating Committee Chairman

iv) Youth Development Committee Chairman

(c) Members at Large

(d) USFA Congress Representatives

(e) Alternate USFA Congress Representatives

Section 5.03 Representation Rights and Limits

(a) No persons related by first degree consanguinity or marriage shall constitute a majority of the Executive Committee. Nor shall any one club, if there are more than one club in the Division, hold more than fifty percent (50%) of the total positions of the Executive Committee.

(b) Each Member Club within the Division, duly recognized and registered with the USFA, will have the opportunity for representation on the Executive Committee. A club forfeits any Executive Committee positions if it fails to officially nominate sufficient candidates for election. Member clubs may officially nominate as many candidates for Member at Large positions as they wish and the membership will elect the in Executive Committee positions.

Section 5.04 Term of Executive Committee Members

(a) Terms of Officers shall be two (2) years starting and ending with the beginning and end of the Division fiscal year. Terms of Officers shall be staggered so that no more than half of the Officers will be new each year. Terms will be adjusted for the first election after these By Laws are adopted to initiate the staggering of terms. The Offices of Chairman, Vice - Chairman, and Treasurer shall have two year terms commencing on even election years. The Offices of Secretary, Armorer, and Awards Coordinator shall have two year terms commencing on odd election years. Each Officer shall hold office until his or her successor is elected, qualified, and assumes the office or until his or her earlier resignation, death, or removal.

(b) Terms of Members at Large, Standing Committee Chairmen, USFA Congress Representatives and Alternates shall be one (1) year beginning and ending with the Division fiscal year.

Section 5.05 Removal of Executive Committee Members from Office

Any member of the Executive Committee may be removed from office either 1.) if a member of the Executive Committee misses three (3) consecutive regular meetings of the Executive Committee without sufficient cause, he or she may be removed from office upon motion and affirmative majority vote of the Executive Committee and after he or she has had an opportunity to be heard; 2.) after impeachment for cause by an affirmative vote of three quarters (3/4) of all the Executive Committee members at a meeting called for that purpose and upon an affirmative vote of three quarters (3/4) of the Voting Members present at a Special Meeting of the general membership called for that purpose. Notification of any meeting calling for impeachment or removal proceedings shall be sent to that member of the Executive Committee via Certified Mail not less than fifteen (15) business days prior to said meeting. After impeachment and until a final decision is rendered by the membership, the member of the Executive Committee in question shall be suspended from all duties and authority.

Section 5.06 Vacancies Among Executive Committee Members

(a) Upon the resignation, death, or removal of any member of the Executive Committee other than the Chairman, the Executive Committee and any Division members present at such meeting shall elect a replacement to serve out the remainder of the term in that position not later than the next scheduled Executive Committee meeting.

(b) Upon the resignation, death, or removal of the Chairman, the Vice-Chairman shall succeed to that office. The Executive Committee and any Division members present at such meeting shall elect a replacement to serve out the remainder of the Vice-Chairman’s term not later than the next scheduled Executive Committee meeting.

Section 5.07 Compensation

(a) No member of the Executive Committee, except the Armorer, shall receive any direct compensation for his or her services as a member of the Executive Committee.

(b) The Armorer shall be paid for time spent repairing and travel delivering equipment to competition sites.

(c) Reimbursement for travel, phone, and other expenses incurred by a member of the Executive Committee in the performance of his or her duties is subject to the approval of the Executive Committee.

Section 5.08 Quorum and Manner of Actions

(a) Quorum A quorum of five (5) Executive Committee members, two of which must be Officers and one of those Officers must be the Chairman or the Vice-Chairman, must be present to conduct business at an Executive Committee meeting.

(b) Voting Rights Each member of the Executive Committee shall be entitled to only one vote on each matter submitted to a vote of the Executive Committee. An individual is allowed only one vote regardless of the number of Executive Committee positions held. Special Committee Chairmen have no vote unless they are entitled to such by being a member of the Executive Committee.

(c) Simple Majority Rule At any duly called meeting of the Executive Committee where a quorum is present, the Executive Committee may take action by the affirmative vote of at least a simple majority of the Executive Committee members present, except where a different proportions is required by law, these Regulations, or USFA guidelines.

(d) Parliamentary Conduct Robert’s Rules of Order, Revised shall govern the parliamentary conduct of this Division except in cases otherwise provided for in these By-Laws, Standing Rules of the Division, or by law.

Section 5.09 Regular Meetings

The regular meetings of the Executive Committee shall be held at a time specified by the Chairman subject to the approval by a majority of the Executive Committee. The failure of the Executive Committee to approve or disapprove the time specified by the Chairman within two business days shall constitute approval. These meetings shall be open to any Member in Good Standing of the Division who should want to attend. Regular Meetings will be held at least four (4) times a year and more frequently as needed.

Section 5.10 Special Meetings

Special Meetings of the Executive Committee may be held at any time at the request of the Chairman or as the result of a written request submitted by a majority of all its members. Business other than that specified in the notice (except for appropriations) may NOT be acted upon at a Special Meeting.

Section 5.11 Location of Meetings

All meetings of the Executive Committee shall be held within the geographical confines of the Division at any location deemed appropriate by the Chairman or in his or her absence the Vice - Chairman. The failure of the Executive Committee to approve or disapprove the location specified by the Chairman within two business days shall constitute approval.

Section 5.12 Notice of Meetings

(a) Regular Meetings Notice will be given in writing at least fifteen (15) and not more than (90) days before the date of such meeting. Notice will be made through electronic mail, noted in the previous month’s meeting minutes, and will be posted on the website. Notice will include the date, time, place and purpose of the meeting

(c) Waiving Notice of Meetings Any member may waive notice of any meeting in writing either before or after such meeting. By attending any meeting without protesting the lack of prior notice prior to the commencement of such meeting, the Member shall be deemed to have waived notice thereof.

Section 5.13 The Order of Business for Meetings

The order of business for the Annual Meeting, any Special Meetings, or meetings of the Executive Committee shall be:

1) Call to order
2) Approval of the minutes of the previous business meeting
3) Communications, if any
4) Reports of Officers
5) Reports of Standing Committees
6) Reports of Special Committees
7) Old Business
8) New Business
9) Comments for the general welfare of the Division
10) Adjournment

Section 5.14 Suspension of the Order of Business

If it is desired to transact business out of the order prescribed in Section 5.13 of this article, it shall be necessary to obtain an affirmative vote of the majority of the Voting Members present at that meeting.

Section 5.15 Action By Executive Committee Without Meetings

If any time - sensitive action requires resolution in less time than is necessary to call a special meeting, any action that may be taken at a meeting of the Executive Committee may be authorized or taken without a meeting through an action presented to all Executive Committee members upon the affirmative vote of a majority of the Executive Committee members polled by electronic mail or in writing or writings signed by all of the Executive Committee members. All such actions shall be entered into the minutes of the next Executive Committee meeting including the name and vote of all Executive Committee members.

Article VI. NOMINATING AND ELECTING EXECUTIVE COMMITTEE MEMBERS

The Executive Committee will be selected by the Membership through an annual democratic election process. A majority of the Executive Committee must always be composed of representatives selected by such election process.

Section 6.01 Nominating Process

(a) Objectives of the Nominating Process

i) To develop a list of Executive Committee candidates who meet the criteria established for Executive Committee membership and who are acceptable to the members.

ii) To be objective and dedicated to achieving a representative, capable, and independent Executive Committee.

iii) To be free of undue pressure from any group or individual.

iv) To be carried out without polarizing the membership or allowing politicking.

(b) Selection of the Nominating Committee

i) The Membership shall elect a Nominating Committee Chairperson through its annual election process.

ii) The Executive Committee will appoint a Nominating Committee of at least five (5) Members in Good Standing approximating a cross section of fencing interests in the Northern Ohio Division.

(c) Nominating Procedure

i) Nominations will be open from January through February. The Nominating Committee will solicit nominations for all open positions from the entire membership. The nomination solicitation notice posted on the NOD website will include: all open positions, the terms of office, instructions for submitting a nomination in writing along with biographical information to the Nominating Chairperson, the closing date of nominations, a description of the nomination and election process, as well as the procedure for submitting a nomination. Each club is entitled to offer as many candidates to fill its allocated number of positions.

ii) At the end of February, all interested candidates shall be listed on the ballot and presented to the Executive Committee and posted on the Division website for the Membership.

Section 6.02 Election Procedure

(a) Uncontested Annual Meeting Election

Elections for which there are no contested positions may be conducted by voice vote at the annual meeting. There shall be no proxy voting.

(b) Contested Elections - Mailed Ballots

In the case of multiple contestants for positions, elections will be conducted by the Nominating Committee with written ballots sent through the mail to all members eligible to vote at their last known address on record with the USFA National Office.

1) All properly nominated candidates will be included on a ballot with the positions for which they are running. Each candidate will be voted for individually. Write in candidate votes will be accepted.

2) The ballots shall be mailed by April 1st in a sealed envelope. Included with the ballot shall be: instructions for marking and returning the ballot; candidates’ self-provided biographical information, qualifications, and club affiliation in sufficient quantity; the counting procedures; and the time and place of the ballot counting; and of the Annual Meeting.

3) To be valid a ballot must be returned in the addressed return envelope provided with the ballot, by first class mail at the expense of the voter, postmarked no later than the April 25th,, and must bear the signature of the voter across the outside back of the envelope. The ballots will be tallied in a manner designed to protect the confidentiality of the each member’s vote and that allows the ballots to be identified with the validating envelope in which they were received.

(c) Election Results

1) Officers and Elected Committee Chairs
The candidate receiving a plurality of voice or written votes shall be considered to be elected provided that the rights and limits described in Section 5.03 are observed.

2) Members at Large, USFA Congress Representatives and Alternates
There shall not be more than eight (8) Members at Large elected annually by the membership. Each member entitled to vote shall be entitled to vote for not more than three (3) of the candidates listed for Members at Large.The candidates shall be ranked according to the number of votes received and the prescribed number of positions shall be filled by club in order of descending numbers of votes.

3) In the case of a tie vote, a recount will be assessed and if still tied, the office will be elected by a coin toss according to the following procedure. The Nominating Committee Chairman will provide seven (7) days notice to the candidates as to the date, time, and place of the coin toss, the Committee Chairman or his designee will conduct the coin toss at the time, place, and date designated. A candidate’s absence will be construed as a waiver of his or her right to be present and the Nominating Committee Chairman or his or her designee will select the person to call “heads” or “tails.”

(d) Unfilled Positions After the Election

If there are no candidates for an Officer of Committee Chair position, the newly elected Executive Committee and any Division members present at such meeting shall elect by majority vote, candidates to fill vacant positions.

(e) Eligibility for Executive Committee Positions

1) Any two (2) or more officer positions may be held by the same person, except that the person serving as Chairman may not also serve simultaneously as Vice -Chairman. Notwithstanding the foregoing, no officer shall sign, acknowledge or verify any instrument in more than one capacity. Any USFA Congress Representative or Alternate Congress Representative may hold any other Executive Committee position simultaneously.

2) To be eligible for the office of Chairman or Vice - Chairman, a person must have been a Member in Good Standing of the Division for a minimum of one (1) calendar year and a member of the Division’s or another division’s Executive Committee for a minimum of one (1) calendar year prior to the first day of August following the Final Election.

3) To be eligible for any other position on the Executive Committee, a person must have been a Member in Good Standing of the Division for a minimum of eight (8) months prior to the start of the new Executive Committee’s term of office.

4) To be eligible for a USFA Congress Representative or Alternate Congress Representative position, a member must be willing and able to travel to the USFA Summer National tournament to attend the Annual USFA Congress meeting at the representatives own expense.

5) A person wishing to run for a position of the Executive Committee must comply with the Nominating Procedures described in Section 6.01.

Article VII. DUTIES OF EXECUTIVE COMMITTEE MEMBERS

Section 7.01 Officers

(a) Chairman The Chairman will preside at meetings of the Members and the Executive Committee. The Chairman: shall be a non-voting member of all standing and special committees; appoint special committees, their chairmen and members; participate in the formulation of policies and programs for the Division and the execution thereof; assure that all Executive Committee and Membership resolutions are carried out, coordinate the work of all Executive Committee Members and Division volunteers; and represent the Division in its dealings with other organizations and agencies or authorize others to do so on the Chairman’s behalf. The Chairman is authorized to execute leases and other contracts on behalf of the Division. The Chairman will assure compliance with USFA requirements and before leaving office at the end of the Chairman’s term will, along with the current Treasurer, submit the fiscal year end annual reports to the USFA .

(b) Vice – Chairman The Vice – Chairman will assist the Chairman with the Chairman’s duties; perform the duties of the Chairman in his or her absence; coordinate the work of all committees; serve as an non-voting member of all committees; and perform any other duties as assigned by the Chairman.

(c) Secretary The Secretary shall attend and keep the minutes of all meetings of the Executive Committee and the Membership and shall keep records and books as may be required by the USFA and the Division, including but not limited to meeting minutes, Membership rosters, standing rules and policies, By Laws, competition schedules and results. The Secretary will see that all notices are given in compliance with these By Laws; certify the eligibility of Division Members to compete in local, interdivisional, Sectional, and National fencing competitions; submit reports to the USFA National Secretary as directed by the Chairman; be an non-voting member of the Public Relations – Newsletter – Web Design Committee; and perform all duties incident to the office of Secretary and as may be assigned by the Chairman of the Executive Committee.

(d) Treasurer The Treasurer will have the responsibility for all funds and securities of the Division subject to such regulations as may be imposed by the Executive Committee; shall handle all day to day financial operations; see that a true and accurate accounting of all the financial transactions of the Division is made; shall prepare an annual budget for the Division; shall prepare and submit required financial reports to the USFA; shall coordinate the work of the Ways and Means Committee; and shall have such other powers and duties as may be prescribed by the Chairman or the Executive Committee. Upon the expiration of the Treasurer’s term of office, the Treasurer shall prepare all fiscal year end financial reports before leaving office, turn over to the successor Treasurer or the Executive Committee the property, books, papers, and money of the Division in the Treasurer’s hands.

(e) Armorer The Armorer shall have responsibility for keeping and maintaining all Division fencing equipment; shall maintain a complete inventory of all equipment; shall make the equipment available for use or rental as dictated by the Executive Committee; shall be a member of the Bout Committee; and shall perform all duties incident to the office of Armorer and such other duties as are assigned by the Chairman or the Executive Committee.

(f) Awards Coordinator The Awards Coordinator shall obtain awards for all Division competitions; shall obtain special annual awards as directed by the Executive Committee; shall be a member of the Bout Committee; and shall perform all duties incident to the office of the Awards Coordinator and such other duties as are assigned by the Chairman or the Executive Committee.

Section 7.02 Elected Standing Committee Chairmen

(a) Bout Committee The Bout Committee Chairman shall oversee the committee’s responsibilities. The committee shall develop for the Executive Committee’s approval at the beginning of the fiscal year a schedule of sanctioned Division competitions including qualifying competitions for Sectional and National Championships; for all Division sponsored competitions shall organize and run the competition; shall solicit sites and hire qualified officials; and collect entry fees and transfer funds to the Treasurer.

(b) Nominating Committee The Chairman of the Nominating Committee is responsible for overseeing the duties of the Nominating Committee described in Article VI.

(c) Public Relations/Newsletter/Web Design Committee The Committee Chairman shall oversee the committee’s responsibilities of publishing, posting on the Division website, and mailing to Division Membership a newsletter at least twice a year; posting to website competition schedules, Executive Committee meeting minutes, Division By Laws, Member Club links, and other pertinent information; publicizing Division competitions in advance and reporting competition results to local media; and promoting and publicizing fencing throughout Northern Ohio.

(d) Youth Development Committee The Committee Chairman will oversee encouraging youth to fence; coordinating youth tournaments; promoting Junior and Cadet fencers at Junior Olympic and Summer National Qualifiers; promoting Regional Youth Cup events; coordinating and promoting participation in High School Fencing clubs and meets; maintaining a separate youth corner on the Division website to direct youth fencers and parents to meets and activities; and
encouraging Family USFA Memberships, and participation in NOD.

Section 7.03 Additional Executive Committee Members

(a) Members at Large In accordance with Section 6.02 (c) (2), there shall be not more than eight (8) Members at Large elected annually by those members entitled to vote. They shall serve on committees of the Executive Committee as appointed by the Chairman; shall serve as liaisons with their affiliated clubs; and shall perform other duties as assigned by the Chairman and the Executive Committee.

(b) USFA Congress Representatives Shall attend the annual meeting of the USFA Congress during the Summer National Championship Tournament and any special meetings of the Congress; shall elect four directors to the USFA Board of Directors; shall elect the non-Athlete members of the USFA Nominating Committee; shall approve nominations by the USFA President for various positions; and shall propose legislation and resolutions to the USFA Board of Directors and USFA Executive Committee.

(c) Alternate USFA Congress Representatives In the absence of the Division Representative, the Alternate shall exercise the duties of the USFA Congress Representative.

Article VIII. APPOINTED COMMITTEES

Section 8.01 Ways and Means Committee Shall aid the Treasurer in the development of an annual budget and shall develop and implement fundraising programs if and when needed.

Section 8.02 Audit Committee Is a permanent Committee which provides the Executive Committee with independent opinion and recommendations on financial matters including: financial condition; financial information, policies, practices, systems, and controls; cash management; financial reports; and ethics. The Committee will on an annual basis audit the Treasurer’s books as well as the Executive Committee minutes to attest that there are no errors and that all expenses paid were approved and that all revenues are collected and deposited in a timely manner.

Section 8.03 Referee Development Committee The purpose of the Referee Development Committee is to train and develop fair, impartial, and skilled referees to direct Division competitions.

Section 8.04 Creation of Other Committees There shall be such special committees as the Chairman or Executive Committee may create. Each committee shall have at least one (1) Officer. All committee members and the Chairperson of each committee shall be appointed by the Chairman of the Executive Committee or the Executive Committee and shall serve at the pleasure of the Executive Committee. All appointments to each committee shall terminate at the conclusion of the first annual meeting of the Executive Committee following the appointment.

Section 8.05 Powers and Duties Appointed Committees shall have and may exercise such authority and powers as are delegated to them by the Executive Committee except that no committee shall be empowered to elect or remove officers or fill vacancies among the Executive Committee or any committee; incur debts on behalf of the Division, except for current approved expenses; establish committees of the Executive Committee; or appoint members to, or the Chairperson of, any committee of the Executive Committee without express authorization of the Executive Committee.

Section 8.06 Meetings

(a) All committees shall convene their meetings at the call of the Chairman of the Executive Committee or the Chair of the committee.

(b) Notice of committee meetings shall be given by the Executive Committee or Committee Chairman and may be established at the current meeting or through email or telephone at least seven (7) days prior to the meeting. Any committee member may waive notice of any meeting in writing either before or after such meeting, and by attending any meeting without protesting the lack of proper notice, shall be deemed to have waived notice thereof. Unless otherwise limited in the notice thereof, any business may be transacted at any regular committee meeting.

(c) Quorum and Voting A majority of the members of a committee who are entitled to vote shall constitute a quorum for the transaction of any business, and at any regular or special meeting such committee may exercise any or all of its powers by the affirmative vote of a majority of the members of such committee who are entitled to vote and who are present at such meeting.

(d) Non-voting Members The Executive Committee may appoint any one or more persons (including persons who are not Executive Committee members) as non-voting members of any committee. Any non-voting member or members of a committee shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee, but the non-voting members shall not be counted for the purposes of a quorum nor for the purposes of voting or otherwise in any way for purposed authorizing any act or other transaction of business by such committee.

Article IX. DIVISION SANCTIONED COMPETITIONS

The Executive Committee may allow Registered Clubs within the Division to host Division competitions, but the Executive Committee shall approve the conditions, qualifications and restrictions of all privately and/or club sponsored competitions before sanctioning such events. At least one official Division representative shall be present at every sanctioned tournament, with full authority to assure that the conditions set by the Executive Committee are being carried out. In case the stipulated conditions are not being adhered to, the Executive Committee may withdraw its sanction from the event, either before or after, and announce that withdrawal to the Division and the USFA.

Article X. NON-DISCRIMINATION/EQUAL OPPORTUNITY

This Division is dedicated to public charity and shall carry out its purposes in a manner that conforms to applicable law relating to nondiscrimination on the basis of race, creed, color, national origin, sex, sexual orientation, age and handicap.
The Division will provide an equal competitive opportunity taking into account, ability, physical size and other athletic criteria, to amateur athletes, coaches, trainers, managers, administrators, and officials to participate, consistent with the requirements of the Amateur Sports Act of 1978, as amended, in amateur athletic competition without discrimination on the basis of race, color, religion, resolution of grievances of its members, including fair notice and opportunity for a hearing to any amateur athlete, coach, trainer, manager, administrator, or official before declaring such individual ineligible to participate.

Article XI. USFA SEXUAL HARASSMENT POLICY

The Division upholds the USFA Sexual Harassment Policy. It is the policy of the USFA to promote a cooperative work and sports environment in which there exists mutual respect for all athletes, coaches, officials, volunteers and staff. Sexual harassment is inconsistent with this objective and contrary to the USFA policy of equal employment and sports opportunity without regard to age, sex, sexual orientation, alienage, citizenship, religion, race, color, national origin, ethnic origin, disability or any other personal status. Sexual harassment is illegal under Federal and State laws, and will not be tolerated within the USFA or NOD.

Article XII. INDEMNIFICATION

Section 12.01 USFA

The Northern Ohio Division, a division Association of USFA, shall indemnify and hold harmless USFA, the Board of Directors of USFA and each member thereof, the Executive Committee of USFA and each member thereof, the councils and committees of the USFA and each member thereof, and all other elected, appointed, employed or volunteer representatives of the USFA from any and all claims, liability, judgments, costs, attorneys’ fee charges and expenses whatsoever, arising from the acts and omissions of the Division, except to the extent (i) that USFA or its aforedescribed representatives caused such claims, liability, judgments, costs, attorneys’ fees, charges or expenses by their own intentional neglect or default or (ii) that such acts or omissions were the direct result of compliance with the Articles of Incorporation, Bylaws, Rules and Regulations, Rule Book, or decisions of the Board of Directors of the USFA and its aforedescribed representatives have assumed such assignment, function, office or capacity upon the express understanding, agreement and condition that they be so indemnified and held harmless to the extent described in this bylaw.

Section 12.02 Northern Ohio Division

The Division shall indemnify every Officer, Member at Large, Standing Committee Chairperson, USFA Congress Representative, Executive Committee Member and every former Executive Committee member to the fullest extent provided by or permissible under, Section 1702.12(E) of the Ohio Revised Code except to the extent (i) that NOD or its aforedescribed representatives caused such claims, liability, judgments, costs, attorneys’ fees, charges or expenses by their own unlawful intentional act or default or (ii) that such acts or omissions were the direct result of compliance with the By laws, Rules and Regulations, or decisions of the NOD Executive Committee and its aforedescribed representatives have assumed such assignment, function, office or capacity upon the express understanding, agreement and condition that they be so indemnified and held harmless to the extent described in this by law. The indemnification rights under the preceding sentence with respect to an action, suit, or proceeding referred to in said Section 1702.12(E) (“Proceeding”) shall include the right to be paid by the Division for expenses, including attorney’s fees incurred in defending any such Proceeding in advance of its final disposition if authorized by the Executive Committee and if the person seeking such advance payment delivers to the Division an undertaking to repay the amount advanced unless it shall be ultimately determined that he or she is entitled to be indemnified by the Division under the preceding sentence. The indemnification provided for herein shall not be deemed to restrict the right of the Division to indemnify employees, agents, and others as permitted by said indemnification that any person may have in any capacity as a matter of law, under any vote of the Members or Executive Committee, under any agreement, or otherwise. The Division may purchase insurance to cover the indemnity obligations of the Division.

Section 12.03 Insurance

The Division at all times will be covered by the general liability insurance policy maintained by the USFA. The Division will name the USFA as an additional insured in any additional insurance it chooses to purchase. The Division will use reasonable efforts to purchase, acquire or provide and maintain in full force and effect at all times, directors and officers liability insurance and if this is not obtained through USFA will name USFA as an additional insured there under.

Article XIII. FISCAL YEAR

The fiscal year of the Division shall be the twelve month period beginning on the 1st day of August each year or may change from time to time so that it shall always conform to the fiscal year of the USFA.

Article XIV. FISCAL CONTROLS

Section 14.01 Contracts

The Executive Committee may authorize an officer or other member of the Executive Committee to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Division, such authority will be specifically granted in writing.

Section 14.02 Financial Management Procedures

The Executive Committee shall ensure that Division funds are handled properly; that all funds collected are protected; that all expenditures are authorized and in the best interest of the Division; and those involved with handling cash, spending funds, and managing funds follow procedures which leave them beyond reproach.

Section 14.03 Signing Checks and Other Instruments

All checks, notes, bills of exchange, and similar instruments shall be signed by at least two Officers designated by the Executive Committee of the Division. The Executive Committee will approve all expenses for payment in writing.

Section 14.04 Deposits

All deposits of this Division shall be deposited in a timely fashion to the credit of the Division in such United States depositories as the Executive Committee may select.

Section 14.05 Open Records

All financial records are open to examination by the Membership upon reasonable notice.

Article XV. AMENDMENTS

Section 15.01 Submission

(a) Any Member of this Division may submit an amendment or amendments to these By-Laws.

(b) Such amendments shall be submitted in writing to the Executive Committee and shall be acted upon only when not less that twenty-five (25) Members of the Division have endorsed the amendment(s) by signing their names to the submitted copy. The Executive Committee shall be required to present the amendment(s) as described below within ninety (90) days.

Section 15.02 Presentation

(a) Proposed amendments shall be submitted to the membership at the Annual Meeting or at a Special Meeting called for that purpose.

(b) All Members in Good Standing shall receive a copy of the proposed amendment(s) with the meeting notice sent out (in accordance with Section 5.12).

Section 15.03 Manner of Action

These regulations may be altered, changed, or amended in any respect or superseded by new regulations in whole or in part, by a two-thirds (2/3rds) vote of all the voting Members of the Division present at any meeting called for that purpose. Voting shall be accomplished by secret ballot.

Article XVI. DISSOLUTION

The Division may be dissolved by a three-fourths (3/4) vote of the voting membership present at a meeting called for such purposes pursuant to Section 5.12. In the event of a dissolution, any monies remaining in the treasury after payment of all obligations shall be distributed to a nonprofit organization as the Executive Committee may determine.

Accepted by Northern Ohio Division of the United States Fencing Association by action of its members on February 26, 2006.